Terms of Use

Cayaba Care Website Terms of Use

Last updated: May 30, 2025

These Terms of Use (“Terms” or “Agreement”) govern your access to, and use of, the OnCall Health of NJ, PC d/b/a Cayaba Care, (“Cayaba”) website, https://www.cayabacare.com/ (“Site”) and services provided by Cayaba through the Site (collectively, our “Services”). Please read these Terms carefully.

The term “you”, as used in these Terms, means any person or legal entity who accesses or uses the Services and/or any person or legal entity who creates an Account to participate in programs or offerings of Cayaba (“Member Services”). The term “Cayaba Partner”, as used in these Terms, means any individual or legal entity that is financially responsible for the services provided to you.

THESE TERMS ARE A LEGAL AGREEMENT. BY ACCESSING AND USING THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS ON BEHALF OF YOURSELF AND/OR THE ENTITY THAT YOU REPRESENT IN CONNECTION WITH THE ACCESS AND USE. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF AND/OR THE ENTITY THAT YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE SERVICES AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD CEASE ACCESSING OR USING THE SERVICES.

SECTIONS 1 THROUGH 5 INCLUDE IMPORTANT DISCLOSURES, RESTRICTIONS, REQUIREMENTS, AND/OR LIMITATIONS OF THE SERVICES. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM.

SECTION 11 "DISPUTE RESOLUTION AND ARBITRATION/CLASS ACTION WAIVER/JURY TRIAL WAIVER/WAIVER OF PUNITIVE DAMAGES" CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. These Terms require the use of mandatory binding arbitration to resolve disputes rather than jury trials or group litigation. Please follow the instructions in the Dispute Resolution and Arbitration Section (Section 11) below if you wish to opt out of this provision.

1. Overview, Eligibility, Term and Termination

(a) Overview and Relation to Other Agreements. These Terms govern your use of the Services and Member Services. Certain features of the Services or Member Services may be subject to additional guidelines, terms or rules, which will be posted on the Services in connection with such features. All additional guidelines, terms or rules are incorporated by reference into these Terms and you are agreeing to accept and abide by them by using the Services. In the event of a conflict between such additional guidelines, term, or rules of Services or Member Services, such additional guidelines, term, or rules will govern with respect to the specific conflict with these Terms.

(b) Eligibility. You may use the Services and/or Member Services only if you (i) have the legal capacity to form a binding contract with Cayaba; (ii) you accept these Terms by accessing or using the Services and/or Member Services; and (iii) are in compliance with these Terms and all applicable local, state/provincial, national and international laws, rules and regulations. Only individuals aged 16 and older are permitted to enroll in Member Services or access the Services. To become a “Cayaba Patient”, you are required to enroll for the Member Services and provide certain information about yourself (See Section 2). All information we collect about you in connection with the Services or Member Services is subject to our then current Privacy Policy.

(c) Term and Termination. These Terms will remain in full force and effect as long as you continue to access or use the Services, or until terminated in accordance with the provisions of these Terms. At any time, Cayaba may, subject to agreements with Cayaba Partners, (i) suspend or terminate your rights to access or use the Services (including your Account, if any), or (ii) terminate these Terms with respect to you if Cayaba, in good faith, believes that you have used or accessed the Services in violation of these Terms, including any incorporated guidelines, terms or rules.

If you were provided access to the Services as a result of participation in a health plan or because of an agreement between Cayaba and your health care provider, termination of such agreement will also terminate your right to use the Services and Member Services unless you agree to assume financial responsibility for the Services and Member Services and Cayaba accepts such assumption. Upon termination, you will no longer have access to the Member Services, Services, or other Content provided through the Services. In addition to termination, Cayaba reserves the right to pursue any and all remedies available to it in the event of such a breach or conduct. Upon any termination, you will have the opportunity for a period of 90 days to retrieve any of your data (and our obligations are only to use commercially reasonable efforts to retrieve such data, subject to any standard fees we may charge for our time in retrieving your specific data). To retrieve your data please send an email to privacy@cayabacare.com. We will store any protected health information or personal information as required by applicable law.

(d) Effect of Termination. Upon termination of these Terms, your right to use the Services will automatically terminate. You understand that any termination of your right to use the Services may involve permanent deletion of your Account. Subject to applicable law, Cayaba will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account, loss of access to your data 90 days after termination, or User Submissions. Those provisions that by their nature are intended to survive termination or expiration of this Agreement shall so survive.

2. Accounts

(a) Your Account. Cayaba Users must register for an account through the Site or over the phone. To use certain Member Services, you must appropriately register and provide certain information about yourself or the entity that you represent, as prompted by the applicable registration form (“Registration Data”). By registering for an Account, you represent and warrant that: (i) all required Registration Data that you submit is truthful and accurate; (ii) you will maintain the accuracy of such information; (iii) you are responsible for maintaining the confidentiality of your Account login information and any User Submission (defined below); (iv) you are fully responsible for all activities that occur under your Account; and (iii) your use of the Services or Member Services will not violate any U.S. or other applicable law or regulation (e.g., you are not located in an embargoed country or are not listed as a prohibited or restricted party under applicable export control laws and regulations). You agree to immediately notify Cayaba of any unauthorized use or suspected unauthorized use of your Account, or any other breach of security. Cayaba is not liable for any loss or damage arising from your failure to comply with the above requirements. You are responsible for paying all costs related to the transmission of data required to use the Services (downloading, installing, launching, and using). Cayaba shall not be liable for fees charged by third parties.

(b) We may suspend or terminate your Account in accordance with Section 1. We may use and share your Registration Data and certain other information about you in order to provide you with our Services or Member Services and as described in our Privacy Policy [https://www.cayabacare.com/privacy-policy] and Notice of Privacy Practices [https://www.cayabacare.com/notice-of-privacy-practices]

3. Access to Services

(a) Access and Use. Subject to these Terms, Cayaba grants you a non-transferable, non-exclusive right (without the right to sub-license) to access and use the Services by (i) participating in one or more Member Services, or (iii) use or otherwise access the Services as explicitly permitted by these Terms (the “Permitted Purpose”).

(b) Cayaba-provided interface to Third-Party Products and Services. To facilitate the Services, Cayaba requires you to link or provide us sufficient information for us to send certain information through the Services to one or more third-party services (“Third-Party Services”). This may require your explicit consent and authorization. Once your consent is given for a particular Third-Party Service and you provide the Third-Party Service username, you agree that Cayaba may exchange information and control data regarding you, your Services, and User Submissions, including your personal information, in order to enable the interface that you have authorized. Once this information is shared with the particular Third-Party Service, its use will be governed by the third party’s privacy policy and terms of use and not by Cayaba’s privacy documentation or these Terms. You acknowledge and agree that Cayaba makes no representation or warranty about the quality or safety of any Third-Party Services or the interface with Services. Accordingly, Cayaba is not responsible for your use of Third-Party Service, including violation of Third-Party Services terms of use or community guidelines, any personal injury, death, property damage, or other harm or losses arising from or relating to your use of any Third-Party Services.

(c) Cayaba Healthcare Services. Participating in one or more of the voluntary healthcare provider Member Services that may be available through the Services may come with associated costs to you should you opt into services beyond those covered by the Cayaba Partner. Those who choose to participate must have a qualifying insurance or other plan/program to cover the cost, or agree to the self-pay model as outlined by Cayaba.

(d) Content and User Submissions. Certain materials may be displayed or performed in connection with the Services (including, but not limited to, text, HTML/CSS, Javascript, graphics, articles, photographs, voice and sound recordings, video, images and illustrations, as well as all other materials included in the Member Services (collectively, “Content”). The Content also includes information that you submit through the Services for you or another potential patient to participate in Member Services (“User Submissions”). Subject to our Privacy Policy and Notice of Privacy Practices, we may use the Content to provide, maintain and improve the Services. User Submissions may be visible to Cayaba Partners and on Third-Party Services, as described in the Privacy Policy [https://www.cayabacare.com/privacy-policy] and Notice of Privacy Practices [\[https://www.cayabacare.com/privacy-policy]. You are solely responsible for all User Submissions that you upload, post, transmit or otherwise disseminate using, or in connection with, the Services, or that you contribute in any manner to the Services or Member Services. You represent and warrant that you have all rights necessary to do so, in the manner in which you contribute it, and will comply with all Third-Party Services Terms of Use. You shall abide by all copyright notices, trademark rules, information and restrictions contained in any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third-party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third-party right. Subject to applicable laws, Cayaba reserves the right to remove any Content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have breached the immediately preceding sentence), or for no reason at all. Without limiting the foregoing, Cayaba may remove Content from your Account at any time and in its sole discretion, and Cayaba makes no guarantee as to the availability of any Content.

(e) Consent to receive text messages from Cayaba; Security of Text Message and Email Communications.

(1) By providing us with your telephone number you affirmatively consent to receive certain recurring Cayaba notifications or information via push notification or SMS text message or calls (including prerecorded calls), in order to perform and improve upon the Services, and to provide you with information and reminders regarding the Services, including your registration, upcoming appointments, changes, and updates. One of Cayaba's primary methods of communication with you about updates, alerts, and information about your interaction with the Services is by text message. These calls, notifications or text messages may contain information about the Services and other health information you have provided to Cayaba. Text message frequency varies based on your use of the Services and interaction with Cayaba. Message and data rates may apply. You can opt-out of receiving such calls, notifications for text messages by us at [privacy@cayabacare.com], replying STOP to any such message, and for push notifications, through your device settings. Cayaba and wireless carriers are not responsible for any undelivered messages. Cayaba will not assess any charges for calls or texts, but standard message charges or other charges from your wireless carrier may apply and you are solely responsible for any such charges. You understand that we may send you a text confirming any opt-out by you. You acknowledge that opting out of text messages may impact your ability to use certain features of the Services. However, note that access to the Services is not conditioned upon your consent to receive marketing or promotional text messages from Company.

Further, by accessing or using the Services, you are consenting for Cayaba and its and their affiliates, agents, representatives, suppliers, and service providers to send to your electronic communications, including email communications, SMS text messages about the Services. You understand that SMS text messages and unencrypted emails are not secure and run the risk of being intercepted by unauthorized parties. Additionally, you understand that if you choose to send us text messages or emails via unencrypted methods, we may respond and that these information exchanges may not be secure and you accept that risk.

(2) Update Mobile Telephone Number. You agree to provide Cayaba with a valid mobile number. Cayaba User agrees to promptly update your mobile telephone number upon any change of your telephone number and to opt-out of receiving text message communications using your previous phone number before changing your telephone number applicable to the Services. To the extent permitted by applicable law, Cayaba User agrees that Cayaba will not be liable for failed, delayed, or misdirected delivery of any information sent through the text message program, any errors in such information, and/or any action you may or may not take in reliance on the information or Service.

(f) Ownership. Excluding any User Submissions (defined above) that you may provide and copyrights, patents, trademarks, and trade secrets held and protected by you, Cayaba Partner, or a third party, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its Contents are owned by Cayaba. Neither this Agreement, nor your access to the Services, transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in this Section 3. Cayaba and its subsidiaries or parent company, service providers, and affiliates, reserve all rights not expressly granted in this Agreement. There are no implied licenses granted under this Agreement.

(g) Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (i) you agree not to license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit the Services; (ii) you agree not to modify, make derivative works of, disassemble, reverse-compile or reverse-engineer any part of the Services; (iii) you agree not to access the Services in order to build a similar or competitive service or product; (iv) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (v) you agree not to upload, transmit or distribute any computer viruses, worms or any software intended to damage or alter a computer or communications network, computer, handheld mobile device, data, the Services, or any other system, device or property; (vi) you agree not to interfere with, disrupt or attempt to gain unauthorized access to the servers or networks connected to the Services or violate the regulations, policies or procedures of such networks; (vii) you agree not to access (or attempt to access) any of the Services by means other than through the interfaces that are provided by Cayaba; and (viii) you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) that may be contained in, or displayed in connection with, the Services. Any future release, update or other addition to functionality of the Services shall be subject to these Terms.

(h) Open Source. Certain items of independent, third-party code may be included in the Services that are subject to the GNU General Public License (“GPL”) or other open-source licenses (“Open-Source Software”). The Open-Source Software is licensed under the terms of the license that accompanies such Open-Source Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end-user license for such Open-Source Software. In particular, nothing in these Terms restricts your right to copy, modify and distribute such Open-Source Software that is subject to the terms of the GPL.

(i) Privacy. Please review Section 4(g) below, the Privacy Policy, and Notice of Privacy Practices. These documents describe practices regarding the information that you or Cayaba may collect from users of the Services, including any Content or User Submissions.

(j) Security. Cayaba cares about the integrity and security of your personal information. We endeavor to implement appropriate security measures. However, Cayaba cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

(k) Modification. Cayaba reserves the right, at any time, to modify, suspend or discontinue the Services or any part thereof with or without notice to you at our sole discretion. You agree that Cayaba will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services or any part thereof.

(l) Fees. For individual users not provided access through a Cayaba Partner, Member Services fees for the Term will be paid in accordance with documentation provided at the time of account creation. You acknowledge that access to the Services and Member Services many be suspended until payment is received in full. All Service Fees are exclusive of any tax, levy, or similar governmental charge that may be assessed. You are solely responsible for all taxes based upon the provision, sale or use of the Services and Member Services, excluding any taxes based on the Cayaba’s net income. For Services paid by insurance or payor, you may be responsible for any deductible, co-insurance, co-pay or any service(s) deemed a “non-covered benefit” by your insurance carrier at the time the Services were rendered to you. For information on how Cayaba handles payment information please see our Privacy Policy.

4. Agreed Usage and Limitations of Services

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(a) Intended Use of Services. The Services are intended to be accessed and used for non-time-critical purposes. While we use reasonable efforts to include accurate and up-to-date information in the Services, we make no warranties or representations as to its accuracy. Cayaba assumes no liability or responsibility for any errors or omissions in the Content of the Services. The information presented through self-guided Content such as videos, articles, trainings and other materials provided by the Member Services or the Services are general guidelines and recommendations only.

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Telehealth is the practice of health care, including diagnosis, consultation, treatment, transfer of medical data, and education using interactive audio, video, and/or other types of data communication. By enrolling in the Member Services and agreeing to participate in Services, you consent to engage in telehealth (e.g. internet, e-mail, or telephone-based interactions) with your healthcare provider. Your Cayaba health care provider may present you with a disclosure authorization form to release and/or exchange information with other health care providers in an effort to coordinate your care. Your Cayaba health care providers may communicate using interactive audio, video, or other methods for data communication. Within telehealth practice, your medical information and/or mental health information will remain confidential except as otherwise authorized in the Privacy Policy, Notice of Privacy Practices, and in cases where you authorize disclosure or required by law.

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Under certain circumstances, you may be instructed by your Cabaya health care provider to utilize third party medical devices, including monitoring devices, as part of your prenatal care plan (“Third Party Device”). You agree to use any such third party device in accordance with any documentation or instructions provided with the third party device. YOU ACKNOWLEDGE AND AGREE THAT CAYABA MAKES NO REPRESENTATION OR WARRANTY ABOUT THE QUALITY OR SAFETY OF ANY THIRD-PARTY DEVICES OR THE INTERFACE WITH MEMBER SERVICES. ACCORDINGLY, CAYABA IS NOT RESPONSIBLE FOR YOUR USE OF THIRD-PARTY DEVICES, AND CAYABA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE USE OF, OR RESULTS DERIVED FROM, THIRD PARY DEVICES.

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Cayaba’s website and email are encrypted. By agreeing to this Consent, you agree that Cayaba will not be held responsible for any breach of confidential information if you communicate confidential or private information via unencrypted email, text, or phone messages.

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(b) FOR PURPOSES OF MATERNITY NAVIGATOR SERVICES, PATIENT CARE COORDINATOR SERVICES, DOULA SERVICES, BENEFIT SIGN-UP SERVICES, CARE COORDINATION SERVICES, AND EDUCATION SERVICES (“NON-CLINICAL MEMBER SERVICES”), IT IS IMPORTANT TO UNDERSTAND THAT THE NON-CLINICAL MEMBER SERVICES DO NOT INCLUDE THE PROVISION OF MEDICAL CARE BY CAYABA. NON-CLINICAL MEMBER SERVICES ARE NOT ACTING IN A HEALTH CARE PROFESSIONAL CAPACITY. THE MEMBERS OF YOUR CARE TEAM PROVIDING NON-CLINICAL MEMBER SERVICES DO NOT PROVIDE ANY MEDICAL, CLINICAL SERVICES, AND DO NOT DIAGNOSE, TREAT OR MANAGE ANY ILLNESS, DISEASE OR CONDITION OR HOLD THEMSELVES OUT AS BEING ABLE TO DO SO. CAYABA AND ITS NON-CLINICAL MEMBER SERVICES CARE TEAM MEMBERS DO NOT HAVE EXPERTISE IN DIAGNOSING, EXAMINING, OR TREATING MEDICAL OR PSYCHOLOGICAL CONDITIONS OF ANY KIND, OR IN DETERMINING THE EFFECT OF ANY SPECIFIC EXERCISE ON A MEDICAL CONDITION. CAYABA DOES UTILIZE LICENSED CLINICAL SOCIAL WORKERS WHICH MAY PROVIDE EMOTIONAL AND MENTAL HEALTH SUPPORT. YOU SHOULD NOT CHANGE YOUR TREATMENT OR CARE PLAN, MEDICATION OR THERAPY BASED ON INFORMATION YOU RECEIVED THROUGH THE NON-CLINICAL MEMBER SERVICES. CONSULTATION WITH OUR NON-CLINICAL MEMBER SERVICES CARE TEAM IS SUPPLEMENTAL TO ANY TREATMENT OR CARE PROVIDED BY YOUR HEALTH CARE PROVIDER AND SHOULD NOT REPLACE REGULAR MEDICAL VISITS WITH YOUR HEALTH CARE PROVIDER. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PRACTITIONER REGARDING YOUR MEDICAL CONDITION OR THE USE (OR FREQUENCY) OF ANY MEDICATION OR MEDICAL DEVICE. INFORMATION PROVIDED BY OUR NON-CLINICAL MEMBER SERVICES CARE TEAM IS OFFERED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A RECOMMENDATION OR ENDORSEMENT OF ANY DRUG, DEVICE OR TREATMENT OR REPRESENTATION THAT A PARTICULAR DRUG, DEVICE OR TREATMENT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU. QUESTIONS REGARDING ANY DRUG, DEVICE OR TREATMENT ALWAYS SHOULD BE DIRECTED TO YOUR HEALTHCARE PROVIDER. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ IN CONNECTION WITH OUR SERVICES. ALWAYS CONSULT WITH YOUR HEALTHCARE PROFESSIONAL IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT YOUR HEALTH OR CONDITION OR EXPERIENCE ANY CHANGES IN YOUR CONDITION OR HEALTH STATUS. CAYABA DOES NOT PROVIDE EMERGENCY SERVICES. THE SERVICES AND MEMBER SERVICES DO NOT INCLUDE EMERGENCY, TIME SENSITIVE OR URGENT, REMOTE OR CRITICAL CARE SERVICES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN EMERGENCY ROOM IMMEDIATELY.

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If signed up for Member Services through the Services, Cayaba will match you with a Care Team who will consult with you via telephone, video conference, chat, email or other online tools. We strive to maintain the client-care team relationship throughout your use of the Services/Member Services but reserve the right to change your Care Team at any time.

(d) Reliability of Services. While we aim for the Services to be highly reliable and available, they are not intended to be reliable or available 100% of the time. The Services are subject to sporadic interruptions and failures for a variety of reasons beyond Cayaba’s control, including Wi-Fi intermittency, service provider uptime, mobile notifications and operators, among others. You acknowledge these limitations and agree that Cayaba is not responsible for any damages allegedly caused by the failure or delay of the Services. You acknowledge that the Services are not error-free or 100% reliable and 100% available. Proper functioning of the Services relies and is dependent on, among other things, the transmission of data through Wi-Fi networks, enabled wireless device (such as a phone or tablet) and broadband internet access, or cellular service, for which neither Cayaba nor any wireless or data carrier is responsible, and may be interrupted, delayed, refused, or otherwise limited for a variety of reasons, including insufficient coverage, power outages, termination of service and access, environmental conditions, interference, non-payment of applicable fees and charges, system capacity, upgrades, repairs or relocations, and priority access by emergency responders in the event of a disaster or emergency (collectively, “Service Interruptions”). You understand that Service Interruptions may result in the Services being unreliable or unavailable for the duration of the Service Interruption.

(e) Service Interruptions; no refund or rebate. The Services may be suspended temporarily, without notice, for security reasons, systems failure, maintenance and repair, or other circumstances. You agree that you will not be entitled to any refund or rebate for such suspensions. Cayaba does not offer any specific uptime guarantee for the Services.

(f) Outages. In the event of any Service Interruptions to your home’s Wi-Fi network or internet connection, the Services may be unreliable or unavailable for the duration of the Service Interruption. Further, features and functionalities of the Services may be unavailable for the duration of the Service Interruption.

(g) All information publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom (or from whose account) such Content originated and Cayaba will not be liable for any errors or omissions in any Content, subject to applicable law. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. We cannot control and have no duty to take any action regarding how you may interpret and use the Content, or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services.

(h) You warrant, represent and agree that you will not contribute any Content, User Submissions, or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy or other rights of any third party; (ii) violates any law, statute, ordinance or regulation or is otherwise illegal; (iii) is harmful, fraudulent, deceptive, misleading, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous or otherwise objectionable; (iv) impersonates any person or entity, including, without limitation, any employee or representative of Cayaba; (v) contains a virus, Trojan Horse, worm, time bomb or other harmful computer code, file or program; (vi) jeopardizes the security of your Cayaba Account or anyone else’s Account (such as allowing someone else to log into the Services as you); (vii) attempts, in any manner, to obtain or access the password, account, systems, or other security information from any other user or third party; (viii) violates the security of any computer network or cracks any passwords or security encryption codes; (ix) runs maillist, listserv or any form of auto-responder or “spam” on the Services or any processes that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); (x) copies or stores any significant portion of the Content; (xi) decompiles, reverse-engineers or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services; or (xii) denigrates or disrupts any network capacity or functionality.

(i) Privacy. For more information on how we process personal information when you set up an Account, interact with us, or use our Services, see the Privacy Policy [https://www.cayabacare.com/privacy-policy]. You agree that you are responsible for ensuring that you comply with any applicable laws when you use the Services.

(j) Acceptable Use Policy. Cayaba User shall not create User Submissions that contain: (1) objectionable, violent, or illegal content, as determined by the Cayaba’s sole discretion; (2) includes copyrighted or trademarked content you do not have the rights to include in such User Submission; or (3) culturally insensitive content. In the event that your User Submissions contain such prohibited content, Cayaba reserves the right to terminate your Account and access and use of the Cayaba platform at our sole discretion.

5. Limitations of Services Due to Third Parties

(a) General. The Services rely on or inter-operate with third-party services. These third-party services are beyond Cayaba’s control, but their operation may impact on, or be impacted by, the use and reliability of the Services. You acknowledge and agree that: (i) the use and availability of the Services is dependent on third-party service providers, (ii) these third-party services may not operate in a reliable manner 100% of the time and they may impact on the way that the Services operate, and (iii) Cayaba is not responsible for damages and losses due to the operation of these third-party services.

(b) Equipment, ISP and Operator. You acknowledge that the availability of the Services is dependent on (i) your computer, mobile device, Wi-Fi network, Bluetooth connection and other related equipment (“Equipment”), (ii) your Internet service provider (“ISP”) and (iii) your mobile device operator (“Operator”). You acknowledge that you are responsible for all fees charged by your ISP and Operator in connection with your use of the Services. You also acknowledge that you are responsible for compliance with all applicable agreements, terms of use/service and other policies of your ISP and Operator.

(c) Third-Party Website Links and Referrals. The Services may contain links to websites operated by third parties (“Third-Party Sites”) and referrals to third-party vendors (“Referred Vendors”). Such Third-Party Sites and Referred Vendors are not under our control. Cayaba provides these links and referrals only as a convenience and does not review, approve, monitor, endorse, warrant or make any representations with respect to such Third-Party Sites or Referred Vendors. Your use of these Third-Party Sites and Referred Vendors is at your own risk.

(d) Release Regarding Third Parties. Cayaba is not responsible for third parties or their products and services, including, without limitation, Third-Party Services, Cayaba Partners, Third-Party Sites, Referred Vendors, ISP and Operators. Cayaba hereby disclaims, and you hereby discharge, waive and release Cayaba and its licensors and suppliers from any past, present and future claims, liabilities and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and services.

6. Ownership and Intellectual Property

(a) Cayaba Property. You acknowledge that all intellectual property rights, including, without limitation, copyrights, patents, trademarks and trade secrets, in the Services are owned by Cayaba or its affiliates, licensors or suppliers. Your possession, access to and use of the Services do not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. Cayaba, and its affiliates, licensors and suppliers, reserve all rights not granted in these Terms. The Services are licensed to you, not sold, under these Terms.

You may only copy parts of the Services on to your own computer or mobile device and only for your own personal use in connection with your use of the Services. You may not use the Content of the Services in any other public or commercial way, nor may you copy or incorporate any of the Content of the Services into any other work, including your own website, without the written consent of Cayaba. You must have a license from us before you can post or redistribute any portion of the Services. Other than with respect to User Submissions, Cayaba retains full and complete title to all Content on the Services, including any downloadable software and all data that accompanies it. You must not copy, modify or in any way reproduce or damage the structure or presentation of the Services, or any content therein. You may not use any part of the Services for any commercial purpose.

(b) Feedback. You may choose to or Cayaba may invite you to submit comments, suggestions or ideas about the Services, including how to improve the Services (“Ideas”). By submitting any Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited and without restriction, and will not place Cayaba under any fiduciary or other obligation. Cayaba may use, copy, modify, publish or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that Cayaba does not waive any rights to use similar or related ideas previously known to Cayaba, developed by its employees or obtained from other sources.

(c) User Submissions. You hereby grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licensable and transferable right to access, display or otherwise use your User Submissions (including all related intellectual property rights) solely in connection with the Services. You also hereby do and shall grant to each Cayaba Partner, a non-exclusive license to access and use your User Submissions through the Services and as permitted through the functionality of the Services and under these Terms and applicable law. Furthermore, you understand that we retain the right to reformat, modify, create derivative works of, excerpt and translate any User Submissions submitted by you. For clarity, the foregoing license grant to Cayaba does not affect your ownership of or right to grant additional licenses to the material in your User Submissions, unless otherwise agreed in writing.

7. INDEMNITY FOR THIRD PARTY ACTIONS

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, RELEASE AND HOLD CAYABA AND ITS LICENSORS AND SUPPLIERS AND EACH OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS (COLLECTIVELY, THE “CAYABA PARTIES”) HARMLESS FROM AND AGAINST (I) ALL CLAIMS, ACTIONS, LAWSUITS AND ANY OTHER LEGAL ACTION BROUGHT BY ANY THIRD PARTY AGAINST ANY OF THE CAYABA PARTIES ARISING FROM OR RELATING TO (A) YOUR USE OF THE SERVICES; (B) YOUR USE OF THE MEMBER SERVICES; (C) YOUR USE OF THE THIRD PARTY SERVICES AND THIRD PARTY DEVICES (C) YOUR VIOLATION OF THESE TERMS; (D) ANY USER SUBMISSION OR FEEDBACK YOU PROVIDE; (E) YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE TELEPHONE NUMBER INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, et seq., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED; AND (F) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD-PARTY, INCLUDING BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS (COLLECTIVELY, “THIRD PARTY ACTIONS”); AND (II) ANY AND ALL RELATED LOSSES, DAMAGES, SETTLEMENTS AND JUDGEMENTS (INCLUDING PAYMENT OF THE CAYABA PARTIES’ ATTORNEYS’ FEES AND COSTS) INCURRED BY ANY OF THE CAYABA PARTIES, ASSESSED OR FOUND AGAINST ANY OF THE CAYABA PARTIES, OR MADE BY ANY OF THE CAYABA PARTIES, RELATING TO OR ARISING FROM ANY SUCH THIRD PARTY ACTION (“THIRD PARTY RELATED LOSSES”). YOU UNDERSTAND AND AGREE THAT YOUR INDEMNIFICATION OBLIGATION TO THE CAYABA PARTIES APPLIES EVEN IF SUCH THIRD-PARTY ACTION AND THIRD PARTY RELATED LOSSES ARISE FROM THE NEGLIGENCE OF ANY KIND OR DEGREE, BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NON-COMPLIANCE WITH APPLICABLE LAW, OR OTHER FAULT OR WRONGDOING OF ANY OF THE CAYABA PARTIES. HOWEVER, NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO REQUIRE ANY INDEMNIFICATION WHICH WOULD RENDER OR MAKE THIS CLAUSE, IN WHOLE OR IN PART, VOID AND/OR UNENFORCEABLE UNDER APPLICABLE LAW. FURTHER, YOUR INDEMNIFICATION OBLIGATION SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF THE CAYABA PARTIES, OR GROSS NEGLIGENCE OF THE CAYABA PARTIES IN THOSE STATES THAT DO NOT PERMIT INDEMNIFICATION FOR GROSS NEGLIGENCE. “THIRD PARTY” IS DEFINED HEREIN TO INCLUDE, BUT IS NOT LIMITED TO, A SPOUSE, PARTNER, CAYABA PARTNER, FAMILY MEMBER, GUEST, NEIGHBOR, TENANT, EMPLOYEE OR INSURANCE COMPANY. Cayaba reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Cayaba, and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Cayaba’s prior written consent. Cayaba will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

8. Warranty Disclaimers

(a) THE SERVICES AND MEMBER SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE”, AND CAYABA, AND OUR LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT.

(b) CAYABA, AND OUR LICENSORS AND SUPPLIERS, MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER OR MOBILE DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CAYABA OR THROUGH THE SERVICES, SHALL CREATE ANY WARRANTY.

(c) CAYABA DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE OR PRODUCT ADVERTISED OR OFFERED BY A CAYABA PARTNER OR THIRD PARTY THROUGH, OR IN CONNECTION WITH, THE SERVICES, OR ANY HYPERLINKED WEBSITE OR SERVICE.

(d) CAYABA MAKES NO REPRESENTATIONS CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND CAYABA WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES. CAYABA MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF SERVICES OR PRODUCTS OFFERED OR PURCHASED THROUGH THE SERVICES.

(e) THE SERVICES MAY PROVIDE YOU INFORMATION REGARDING PERIPHERALS THAT MAY BE USED IN CONNECTION WITH THE SERVICES. THE TYPE OF PERIPHERALS MAY CHANGE FROM TIME TO TIME. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS ABOVE, ALL SUCH INFORMATION IS PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE”. CAYABA DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT SUCH INFORMATION WILL BE AVAILABLE, ACCURATE, OR RELIABLE.

9. Other Disclaimers

WHEN YOU INSTALL, SETUP OR USE THE TELEHEALTH SOFTWARE YOU MAY BE GIVEN THE OPPORTUNITY TO CHANGE DEFAULTS OR CHOOSE PARTICULAR SETTINGS. THE CHOICES YOU MAKE CAN CAUSE NON-RECOMMENDED OR UNINTENDED OPERATION OR NON-OPERATION OF YOUR TELEHEALTH SOFTWARE AND ANY CONNECTED EQUIPMENT OR SYSTEMS. YOU ASSUME ALL LIABILITY FOR ANY DAMAGES AND LOSSES CAUSED BY, OR RELATED TO, THE CHOICES YOU MAKE FOR THE PARTICULAR SETTINGS FOR THE TELEHEALTH SOFTWARE, AND SETTING OR CHANGING DEFAULTS.

10. Limitation of Liability

Nothing in these Terms and, in particular, within this “Limitation of Liability” clause, shall be interpreted or construed to limit or exclude liability that cannot be so limited or excluded under applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE WARRANTY AND OTHER DISCLAIMERS IN THESE TERMS, IN NO EVENT WILL (A) CAYABA BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST DATA, USER SUBMISSIONS, OR LOST PROFITS ARISING FROM OR RELATING TO THE SERVICES, EVEN IF CAYABA KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) CAYABA TOTAL CUMULATIVE LIABILITY FOR ANY DIRECT DAMAGES, PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF LIFE OR ANY OTHER DAMAGES NOT EXCLUDED OR PRECLUDED PURSUANT TO (A) ABOVE, ARISING FROM OR RELATED TO THE SERVICES AND MEMBER SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT NEVER TO EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. CAYABA DISCLAIMS ALL LIABILITY OF ANY KIND OF CAYABA’S LICENSORS AND SUPPLIERS. UNDER NO CIRCUMSTANCES WILL CAYABA BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF, OR EXPOSURE TO, ANY CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

YOU UNDERSTAND AND AGREE THAT THIS LIMITATION OF LIABILITY IN THIS SECTION 10 SHALL APPLY EVEN IF CAYABA IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO BREACH OF CONTRACT, BREACH OF EXPRESS OR IMPLIED OR WARRANTY, NEGLIGENCE OF ANY KIND OR DEGREE, STRICT PRODUCT LIABILITY, SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, OR ANY OTHER THEORY OF LIABILITY. HOWEVER, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF CAYABA OR GROSS NEGLIGENCE OF CAYABA IN THOSE STATES THAT DO NOT PERMIT LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE.

11. DISPUTE RESOLUTION AND ARBITRATION/CLASS ACTION WAIVER/JURY TRIAL WAIVER/WAIVER OF PUNITIVE DAMAGES

PLEASE READ THIS SECTION CAREFULLY. FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.

(a) Arbitration. Cayaba and you agree to arbitrate all disputes and claims that arise from or relate to these Terms or the Services in any way, except for claims arising from bodily injury. THIS ARBITRATION IS MANDATORY AND NOT PERMISSIVE. This agreement to arbitrate is intended to be broadly interpreted, including, for example:

• claims arising out of or relating to any aspect of the relationship between us that is created by or involves these Terms or the Services, regardless of the legal theory;

• claims for mental or emotional distress or other emotional/mental injury arising from the relationship between us;

• claims that arose before you accepted these Terms (such as claims related to disclosures or the marketing of the Services, or the process for seeking approval to use the Services);

• claims that may arise after the termination of your use of the Services or any agreement between us; and

• claims brought by or against our respective subsidiaries, parent companies, members and affiliates, as well as the respective officers, directors, employees, agents, predecessors, successors and assigns of these entities, you, and Cayaba.

This arbitration agreement does not preclude either of us from bringing an individualized action in small claims court. It also does not preclude either of us from seeking an individualized preliminary injunction or temporary restraining order, pending arbitration, in any court that has jurisdiction. Nor does this arbitration agreement bar you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. In addition, you or Cayaba may seek injunctive or other equitable relief to protect your or its trade secrets and intellectual property rights or to prevent loss or damage to its services in any court with competent jurisdiction.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE, LAW, YOU UNDERSTAND AND AGREE THAT WE ARE EACH (A) WAIVING THE RIGHT TO A TRIAL BY JURY; (B) WAIVING THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION; AND (C) WAIVING THE RIGHT TO CLAIM OR RECOVER PUNITIVE DAMAGES AGAINST THE OTHER. These Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.

(b) Notice of Disputes. If either of us intends to seek arbitration of a dispute, that party must provide the other with notice in writing. The notice to Cayaba should be sent to privacy@cayabacare.com. Cayaba will send notice to you at the email and/or mailing addresses associated with your account. Your notice to Cayaba must (a) provide your name, mailing address, and email address; (b) describe the dispute; and (c) state the relief you are requesting. If we are unable to reach an agreement to resolve the dispute within 60 calendar days after the notice is received, you or we may commence arbitration.

(c) Arbitration Procedures. The arbitration will be governed by the Consumer Arbitration Rules (“AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. If the AAA is unavailable, the parties shall agree to another arbitration provider or the court shall appoint a substitute. Unless you and we agree otherwise, any arbitration hearings will take place in the county (or parish) where you are receiving Services. If the value of your claim is USD $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by telephone, or by an in-person hearing. If the value of your claim exceeds USD $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of this arbitration provision or the arbitrability of disputes are for the court to decide. The arbitrator may consider, but is not bound by, rulings in other arbitrations between Cayaba and Cayaba Users. The arbitrator can award the same individualized damages and relief that a court can award. Judgement on the award may be entered by any court having jurisdiction.

(d) Costs of Arbitration. The AAA’s fee schedule is subject to change and may be found in the AAA Rules (available online at www.adr.org or by calling the AAA at 1-800-778-7879). Cayaba will pay all AAA filing, administrative and arbitrator fees for any arbitration that Cayaba commences. If you provided Cayaba with 60 days’ notice of your intent to arbitrate before commencing arbitration and the value of your claim is USD $75,000 or less, Cayaba will pay your share of any such AAA fees. If the value of your claim exceeds USD $75,000, the allocation of AAA fees will be governed by the AAA Rules (unless the law of your state requires Cayaba to pay all such fees). If, however, the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)), then the payment of all AAA fees shall be governed by the AAA Rules. In such cases, the arbitrator may direct you to reimburse Cayaba for amounts that Cayaba paid on your behalf.

(e) No Class Arbitration. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND Cayaba AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED GROUP LITIGATION OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless all affected parties agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or group proceeding. If a court decides that applicable law precludes enforcement of any of this subsection’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

(f) 30-Day Opt-Out Period. If you do not wish to be bound by the arbitration and class-action waiver provisions in this Section 11, you must notify Cayaba in writing within 30 calendar days of the date that you first accept these Terms (unless a longer period is required by applicable law). Your written notification must be mailed to Cayaba at the following address: 5070 Parkside Ave, #1412, Philadelphia, PA 19131. Subject to Section 11(g) below, if you do not notify Cayaba in accordance with this Section 11(f), you agree to be bound by the arbitration and group litigation waiver provisions of these Terms, including such provisions in any Terms revised after the date of your first acceptance.

Such notification must include: (a) your name, (b) your Cayaba account email address, (c) your mailing address and (d) a statement that you do not wish to resolve disputes with Cayaba through arbitration. This notification affects these Terms only; if you previously entered into other arbitration agreements with Cayaba or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in these Terms shall not affect the other arbitration agreements between you and Cayaba.

(g) Future Changes to Arbitration Provision. If Cayaba makes any changes to the Dispute Resolution and Arbitration Section of these Terms (other than a change to the address at which Cayaba will receive notices of dispute, opt-out notices or rejections of future changes to the Dispute Resolution and Arbitration Section), you may reject any such change by sending us written notice within 30 calendar days of the change to: privacy@cayabacare.com. It is not necessary to send us a rejection of a future change to the Dispute Resolution and Arbitration Section of these Terms if you had properly opted out of the arbitration and group litigation waiver provisions in this Section 11 within the first 30 calendar days after you first accepted these Terms. If you have not properly opted out of the arbitration and group litigation waiver provisions in this Section 11, by rejecting a future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this arbitration provision, as modified by any changes you did not reject.

12. General

(a) Changes to These Terms. Cayaba reserves the right to make changes to these Terms, and Cayaba will post notice of changes to this page and/or our Site. If we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Services. If you have provided us with an e-mail address, you are responsible for ensuring that it is your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of seven (7) calendar days following our dispatch of an e-mail notice to you (if applicable) or seven (7) calendar days following our posting of notice of the changes on the Services. These changes will be effective immediately for new Cayaba Users of the Services. Continued use of the Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. IF YOU DO NOT AGREE WITH ANY OF THE CHANGES TO ANY OF THE TERMS, YOU SHOULD CEASE ACCESSING OR USING THE SERVICES.

(b) Governing Law; Jurisdiction and Venue. To the extent that the Agreement allows you or Cayaba to initiate litigation in a court, other than for small claims court actions, you agree that this Agreement and all matters relating to your access to, or use of, the Services will be governed by the laws of the Commonwealth of Pennsylvania, USA, without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree and hereby submit to the exclusive personal jurisdiction and venue of the state and federal courts located in Philadelphia County, Pennsylvania, USA, or the Easter District of Pennsylvania for any dispute arising out of or relating to this Agreement and the parties waive any objection based on venue or inconvenient forum.

(c) Protection of Confidentiality and Intellectual Property Rights. Notwithstanding the foregoing, Cayaba may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.

(d) Entire Agreement/Severability. These Terms constitute the entire agreement between you and Cayaba regarding the use of the Services. Any failure by Cayaba to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

(e) Survivability. Those provisions that by their nature are intended to survive termination or expiration of this Agreement shall so survive.

(f) Assignment. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without Cayaba’s prior written consent. These Terms may be assigned by Cayaba without restriction. These Terms are binding upon any permitted assignee.

(g) Electronic Communications. By using the Services, you (a) consent to receive communications from us in an electronic form, including through the use of text messages; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights. We will only contact you via text message or phone calls if you provide us with your phone number and authorize us to communicate with you in connection with the Services.

(h) Notifications. Cayaba may provide notifications to you as required by law, or for marketing or other purposes, via (at its option) email to the primary email associated with your Account, mobile notifications, hard copy or posting of such notice on https://www.cayabacare.com/. Cayaba is not responsible for any automatic filtering that you or your network provider may apply to email notifications. Cayaba is located at 5070 Parkside Ave, #1412, Philadelphia, PA 19131.

(i) All trademarks, logos and service marks (“Marks”) displayed on the Services are the property of Cayaba or of their respective holders. You are not permitted to use any of the Marks without the applicable prior written consent of Cayaba or such respective holders. Cayaba reserves the right to alter product and services offerings, specifications and pricing at any time, without notice, and is not responsible for typographical or graphical errors that may appear in this or in related documentation.

(j) Section Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.

(k) Local Laws. We make no representation that any materials on the Services are appropriate or available for use in jurisdictions that are outside the United States. Access to the Services from jurisdictions where such access is illegal is prohibited. If you choose to access the Services from other jurisdictions, you do so at your own initiative and are responsible for compliance with applicable local laws.

(l) Force Majeure. Neither party will be responsible to the other for any delay in performing under this Agreement which results from civil disturbance, undeclared or declared war or other hostilities, acts of terrorism, acts of anarchy, labor strikes or interruptions, earthquakes, pandemics, or other acts of Nature or acts of God, governmental orders, diseases, pandemics, or any cause beyond the reasonable control of such party.

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(m) Contact Information. If you have additional questions or comments of any kind, please let us know by sending your comments or requests to us at:

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Cayaba Care

5070 Parkside Ave, #1412

Philadelphia, PA 19131

267 668 2256

privacy@cayabacare.com

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Last modified: May 30, 2025

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