Terms of Service

1The Services

Elderella is a care coordination platform, accessed through the Elderella application, that provides tools to help families organize and manage care for the elder or other individual to whom they are providing care ("Elder"), based on information provided by you and any other authorized users within an Elder's Care Team (defined below) in the Elderella platform (the "Services"). These tools include:

• Tools to help you identify, organize, coordinate, and track care activities and knowledge
• Features to facilitate communication and collaboration among care team members
• Capabilities to store, manage, and access care-related information

Features and tools may change periodically, and we reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice. We may also impose limits on certain features or restrict access to parts or all of the Services without notice or liability.

How it works

Each user must create an account on the Elderella platform. The account on which the profile for the Elder is created is deemed to be the primary caregiver for the Elder ("Primary Caregiver"). The Primary Caregiver is then able to invite other people to create accounts on Elderella and become members of the care team relating to the Elder, with access to information relating to the Elder that is granted by the Primary Caregiver, as more fully described in the Care Team Access section below ("Care Team"). There may be more than one Primary Caregiver with respect to an Elder.

Once the account is created, Elderella's software prompts users to enter information relating to themselves, the Elder, and Care Team members, as applicable. All information entered through the Services is securely and confidentially stored and processed by Elderella through automated AI tools powered by Google through the Google cloud platform; it is not subject to any human analysis to provide you with the Services, though we do reserve the right to perform any reviews necessary to determine that your use of the Services is appropriate, lawful, and in accordance with these Terms. You are completely in control over how much or how little information you disclose in your use of the Services, though you should be aware that the usefulness of the Services will depend on the quality and amount of information that you input.

Elderella's tools use the information that you enter into the platform to generate notifications and responses to your questions based solely on algorithms that are designed to keep track of and to detect whether certain patterns are present within the data that has been uploaded to the Elder's profile by you or other users within an Elder's Care Team. You can also use the Elderella platform as a centralized communication method for those within an Elder's Care Team.

As you are in control of your information, be advised that if you are acting as a Primary Caregiver and delete information respecting the Elder, or delete the Elder's profile, such deleted materials will no longer be accessible by you or any members of an Elder's Care Team.

IMPORTANT: Elderella is a care coordination platform and does not provide any professional advice whatsoever, including medical advice, diagnosis, or treatment. The information and tools provided through our Services are for organizational, management and coordination purposes only. The output of Elderella's tools is dependent on the information that you provide; we do not assess the accuracy, timeliness, quality or any other aspect of your information. Accordingly, we do not guarantee the accuracy, completeness, or reliability of any information provided through our Services, and it is solely your responsibility to evaluate the usefulness of such information. For example, as any notification, summary or consolidation of information provided through the Services is the result of automated software tools, not analysis by a medical professional, use of any health information obtained through the Services is at your own risk.

You should always consult qualified professionals regarding decisions to be made respecting the Elder, such as healthcare providers for medical decisions and interpretation of any medical documents. Our Services are not a substitute for professional advice, diagnosis, or treatment. In case of any health emergency, call 911 or your local emergency services immediately.

2Your Responsibilities

Your use of the Services is conditional upon you following the rules below. Without limiting the restrictions below, you agree not to violate any applicable laws, the rights of others, or the operational and security mechanisms of the Services.

a) Keep your account credentials to yourself.

You will not permit anyone other than you, as an individual, to obtain access to the Services through your account or otherwise using your account credentials. You agree to choose a strong password, to keep your login credentials secure, and to keep your account confidential. You are solely responsible for any consequences resulting from your failure to maintain the security of your account.

b) Be responsible for your account usage.

You will be solely responsible for all activities undertaken by you through the Services, including accessing and posting Content (defined in Section 3 below) and complying with all guidelines relating to your role within the Services (i.e. Primary Caregiver or Care Team member), and you will perform those activities to the best of your abilities, in an ethical and responsible manner. You may not transfer your account without our consent, and you must notify us immediately of any unauthorized use of your account. If you are acting as a Primary Caregiver, when you invite individuals to join an Elder's Care Team, you must ensure that they understand that they must create their own account with Elderella and agree to these Terms. You agree to indemnify, defend and hold harmless Elderella from and against any claim or demand due to or arising out of your use or misuse of the Services or any breach of these Terms by you or a member of an Elder's Care Team acting on your behalf.

c) Use the Services in a legal manner.

You must only use the Services in accordance with these Terms and applicable law, and you represent and warrant that you have the right and the authority to enter into these Terms and to use the Services.

d) Be truthful and accurate.

You are solely responsible for ensuring that any information that is provided to Elderella and an Elder's Care Team through the Services pursuant to these Terms is true, accurate, current and complete. You must update all such information to keep it current.

e) Respect the rights of others.

You must ensure that you have the right, and have obtained all relevant permissions, including from the Elder and members of an Elder's Care Team as applicable, to provide Elderella and the other members of an Elder's Care Team with any information and Content that you may input, post and/or upload, and you must handle any information you obtain about other users as a result of the Services in accordance with the privacy and confidentiality provisions of these Terms.

f) Don't use the Services to harm anyone or to commit crimes.

You must not in any way use the Services to: (i) harass, abuse, defame, defraud, or deceive any other users or other third parties, (ii) promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group, (iii) engage in defamatory, obscene, pornographic, vulgar or offensive behaviour or activities, or (iv) commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any harassment, any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, any activities involving the exploitation of children, or any activities that violate any third party's privacy rights, including the Elder and members of an Elder's Care Team.

g) Use the Services only for the purposes for which they are intended.

You will use the Services only for the intended purposes of coordinating care for, or sharing information about, an Elder that has a relationship with you. You may not use the Services to provide to third parties, for a fee or other consideration, a product or service whose value derives, entirely or substantially, from the functionality of the Services.

h) Don't harm any security or computer systems.

You will ensure that your use of the Services does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including Elderella and other users of the Services (including by ensuring that you do not upload any viruses or other harmful code in using the Services). This includes not: (i) taking any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers') infrastructure; (ii) interfering or attempting to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypassing, circumventing or attempting to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) running any form of auto-responder or "spam" on the Services; (v) using manual or automated software, devices, or other processes to "crawl" or "spider" any page of our websites; (vi) harvesting or scraping any content from the Services; or (vii) otherwise taking any action in violation of our guidelines and policies.

i) Help to investigate.

You will cooperate with Elderella and provide information requested by Elderella to assist Elderella and/or relevant authorities in investigating or determining whether there has been a breach of these Terms or applicable law.

We reserve the right to investigate and take appropriate action against users who violate these Terms, including suspension or termination of accounts.

3Information That You Provide

You are solely responsible for all information, data, documentation and other materials that you make available through the Services ("Content"), including all health information, and including ensuring that it is accurate, complete, and up-to-date. If you are acting as a Primary Caregiver, you are responsible for reviewing all information provided by each Care Team member to make sure it is accurate, complete, and up-to-date, and not misleading to other Care Team members.

By using Elderella, you expressly grant Elderella a worldwide, non-exclusive, transferable, royalty-free license to:

• Collect, store, use and process the Content to provide the Services, including to generate care recommendations and reminders, in accordance with Elderella's Privacy Policy.
• Share Content with designated Care Team members based on their access level.

You represent and warrant that: (i) you either are the sole and exclusive owner of all Content that you make available through the Services or you have all rights, licenses, consents and releases that are necessary to grant to Elderella the rights to use such Content; and (ii) neither your Content nor your posting, uploading, submission or transmittal of such Content or Elderella's use of your Content relating to the Services will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

4Care Team Access

If you act as a Primary Caregiver, and add other users to an Elder's Care Team in relation to the Elder whose profile is attached to your account, you authorize them to:

• View information on the Elder based on their assigned access level;
• Contribute to care planning for the Elder as permitted by their assigned access level;
• Receive notifications about care-related events as permitted by their assigned access level;
• Communicate with the other Care Team members through the platform as permitted by their assigned access level; and
• Access historical care information about the Elder as authorized by their access level.

As a Primary Caregiver, you are responsible for managing the Elder's profile and information, understanding Care Team access levels, managing Care Team access levels, and ensuring that Care Team members understand their responsibilities. You may modify or revoke Care Team member access at any time through the Elder profile's settings. Elderella has no obligations or responsibility whatsoever respecting any interactions or disputes between you and any member(s) of an Elder's Care Team, or use of any Content by any member(s) of an Elder's Care Team.

By adding members to an Elder's Care Team, you are also taking responsibility for their compliance with these Terms. If a member of an Elder's Care Team breaches these Terms, Elderella shall be entitled to hold you jointly and severally liable with such member. Elderella also reserves the right to investigate and take appropriate action against any members who violate these Terms, including suspension or termination of access, in Elderella's sole discretion.

5Fees and Taxes

Use of the Services is conditional upon your payment of all applicable fees, in accordance with Elderella's standard price list, as set forth on Elderella's website or as otherwise provided to you. Fees are based on Services purchased and not actual usage. Payment obligations are non-cancellable and fees paid are non-refundable. Elderella reserves the right to modify such fees, upon reasonable notice, upon sixty (60) days' written notice, which may be electronic, and which may consist of a notification of a change to the price list on Elderella's website. You are also responsible for, and shall pay all taxes relating to the Services and your use thereof.

We may require your name, address, telephone number and certain financial account or credit card information, for billing and payment purposes. This information is kept confidential and stored securely by Elderella and its third party payment provider; for greater certainty, only the third party payment provider will have access to your financial account or credit card information, and security of such information shall be subject to such third party payment provider's terms and conditions.

You shall be responsible for paying for all reasonable fees and costs incurred by Elderella, including legal fees, in collecting any overdue amounts or enforcing any provision of these Terms. In addition to any other rights and remedies available to Elderella, Elderella shall be entitled to charge interest on all outstanding amounts at the lesser of 1.5% per month or the maximum rate permitted by law, such interest commencing as of the due date for such payment.

6Account Transfer and Estate Transition

An Elder's profile must always be attached to a Primary Caregiver's account which bears the responsibility of payment respecting the information and data storage relating to the Elder.

6.1 Payment Responsibility Transfer to Another Primary Caregiver

If you are no longer willing or able to be the Primary Caregiver responsible for such payment, but another member of an Elder's Care Team wishes to continue using Elderella for the Elder, you must ensure that the payment responsibility is transferred to another Primary Caregiver (whether existing or a member of an Elder's Care Team that assumes the responsibility of a Primary Caregiver) that accepts responsibility for payment. The transferee must assume all responsibilities associated with the Elder's profile, including those of a Primary Caregiver and payment for the Elder's profile, as applicable. Elderella will be pleased to assist you with any such transfer in accordance with the following.

6.2 Elder Profile Continuity if Primary Caregiver Unable to Continue

Primary Caregiver responsibility of an Elder profile may be granted by Elderella to:

• A designated successor specified in advance by the prior Primary Caregiver, who agrees to accept transfer of the payment responsibility and agrees to these Terms;
• A member of the Elder's Care Team or another user, subject to agreement by the Elder or the Elder's guardian, person holding the appropriate power of attorney, or other legal representative with the authority to provide such consents, who agrees to accept transfer of the payment responsibility and agrees to these Terms;
• The Primary Caregiver's estate executor, trustee or administrator with appropriate legal documentation, who agrees to accept transfer of the payment responsibility and agrees to these Terms; or
• A member of the Elder's Care Team or another user, subject to agreement by the Primary Caregiver's executor or estate trustee or administrator with appropriate legal documentation, if applicable, who agrees to accept transfer of the payment responsibility and agrees to these Terms.

6.3 Elder Profile Continuity After Death of the Elder

We understand that care coordination continues even after the passing of an Elder. Our service is designed to support families through all stages of caregiving, including transition periods and estate management.

In the event of an Elder's passing, the Elder's profile and its associated data will remain accessible to the Primary Caregiver and Care Team members to support:

• Estate settlement and administration;
• Medical history documentation for legal or insurance purposes;
• Continuation of care coordination for surviving family members; and
• Preservation of family memories and care history.

The Primary Caregiver will be solely responsible for ensuring that all such access and use, including by members of the Care Team, is in accordance with the laws pertaining to wills and estates, and that all relevant permissions have been granted by the Elder's executor or estate trustee.

Memorial Elder Profile Option

Families may choose to convert an Elder's profile to "memorial" status, which preserves the care history and memories while preventing new medical or care coordination activities from being added. This allows families to maintain access to important historical information without active use fees, although there may be certain fees associated with the maintenance of a memorial Elder profile. Elderella reserves the right to require appropriate legal documentation from the Elder's executor or estate trustee or administrator to confirm such conversion.

7Privacy, Confidentiality and Data Protection

We are committed to protecting your privacy and complying with applicable laws relating to personal data provided to Elderella.

As Elderella is a corporation located within Canada, all data is stored in Canadian data centers, and although some data may be processed by Elderella tools in other jurisdictions, such processing will be in accordance with Canadian privacy laws. Our detailed privacy practices are outlined in our Privacy Policy, which is incorporated into these Terms by reference.

We treat your Content as your confidential information, and will not disclose any Content to any third parties except to the limited extent required to provide you with the Services or comply with applicable law.

8Disclaimer of Warranties

The Services are provided to you "AS IS" without warranty or conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of merchantability and fitness for a particular purpose, title, non-infringement, security or accuracy. Elderella assumes no responsibility for any errors, omissions or inaccuracies whatsoever in the information provided through the Services. Under no circumstances will Elderella be liable for any loss or damage caused by your reliance on information obtained through use of the Services. It is your responsibility to evaluate the accuracy, completeness and usefulness of any information provided, and use of the Services is solely at your own risk.

Elderella has no special relationship with or fiduciary duty to you, and you acknowledge that Elderella has no control over, and no duty to take any action regarding any acts or omissions taken by you or any other user of the Services, including without limitation: (a) which users use the Services, (b) what content you or other users post on, or send through, the Services, (c) how you or any other user may interpret or use any content posted on or obtained through the Services, or (d) what actions you or any third party may take as a result of use of the Services by you or any other user. Elderella makes no representations or warranties whatsoever concerning any information available through the Services, and Elderella will not be responsible or liable for in any way for any such information, including its accuracy, suitability for your needs, quality or reliability (whether in individual or aggregate form), or the timeliness or currency of any data obtained through the Services. You are solely responsible for evaluating whether the information obtainable through the Services suits your needs.

9Limitation of Liability

The only type of damages that can be recovered against Elderella arising from or related to these Terms including without limitation in relation to the provision of the Services, shall be your direct damages, if any, arising as a result of Elderella's gross negligence or wilful misconduct. Our total liability to you for all claims arising from your use of our Services shall not exceed the amount you have paid us in the twelve (12) months preceding the claim.

Except for the limited direct damages set forth above, to the maximum extent permitted by law, Elderella shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the Services, including but not limited to:

• Loss of data or information;
• Loss of profits or business opportunities;
• Service interruptions or delays;
• Errors in care coordination or communication; and
• Actions taken based on information provided through the Services.

10Termination

You may terminate your account at any time by contacting us or using the account closure feature in your settings. We reserve the right to suspend or terminate accounts that violate these Terms, with or without notice.

Upon termination, your access to the Services will cease, and we may delete your account and data in accordance with our data retention policies outlined below and in our Privacy Policy.

If you are a Primary Caregiver solely responsible for an Elder's profile, please be advised that termination of your account may result in the Care Team's loss of access to the Elder's information.

11Data Retention and Deletion

Unless otherwise instructed by you or where deletion of information is mandated by law, we retain the information in your account for as long as you maintain an active account with Elderella, and for so long as there is a Primary Caregiver maintaining an active account, the information in the profile of any Elder (whether living or dead) associated with that Primary Caregiver account will remain accessible.

Upon account termination:

• Your information will be retained archivally for up to 5 years to allow for reactivation and service improvements, unless you request deletion or a longer retention period is required by law.
• Anonymized data may be retained for service improvement purposes.
• Audit logs will be retained as required by Canadian law.

You may request immediate deletion of your data by contacting us directly. We will honor such requests within 30 days, subject to legal obligations to retain certain information.

12Changes to Terms

We may update these Terms from time to time to reflect changes in our Services, legal requirements, or business practices. We will notify you of material changes by:

• Posting the updated Terms on our website with a new effective date;
• Sending notification to your registered email address; and
• Displaying a notice when you log into your account.

Continued use of our Services after changes become effective constitutes acceptance of the new Terms. If you do not agree to the updated Terms, you should discontinue use of our Services.

13Intellectual Property and Feedback

The Services (including the platform, the application and all back-end software), as well as Elderella's website, are owned by Elderella or validly licensed by Elderella from third parties. You do not acquire any intellectual property or other proprietary rights under these Terms, including without limitation any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Services, or any part thereof. Your only rights to the Services and any part thereof shall be those rights expressly licensed or granted to you under these Terms. Any rights not expressly granted under these Terms are reserved. Without limiting the foregoing, you are not permitted to use Elderella's name, any Elderella trademark, logo or other proprietary information without Elderella's express written consent.

From time to time, you may provide feedback to Elderella on the usability of, or any issues with, the Services, including: (a) reporting any actual or apparent errors, problems, or other issues with the Services, (b) responding to any feedback requests from Elderella, and (c) providing any other information reasonably requested by Elderella to aid in resolving issues and to improve the Services, including details respecting your use of the Services. You hereby acknowledge and agree that, subject to your continued ownership rights to your Content and personal information, Elderella shall own all feedback, ideas, concepts, or changes that you communicate to Elderella relating to the Services, and all associated intellectual property rights therein, and you hereby assign to Elderella all right, title and interest thereto.

14Governing Law

These Terms are governed by and construed in accordance with the laws of Ontario, Canada, without regard to conflict of law principles. Any disputes arising from these Terms or your use of our Services will be subject to the exclusive jurisdiction of the courts of Ontario, Canada. The parties expressly agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to these Terms.

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

15Entire Agreement and Acceptance of Terms

By creating an account with Elderella, accessing our website, or using any of our Services, you agree to be bound by these Terms of Service and our Privacy Policy, and you explicitly state that you have verified in your own jurisdiction that your use of the Services is legally permissible. You further represent and warrant that (i) you are not located in a country that is subject to a Canadian or U.S. Government embargo, or that has been designated by the Canadian or U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any Canadian or U.S. Government list of prohibited or restricted parties.

These Terms constitute a legally binding agreement between you and Elderella, and constitute the entire agreement between you and Elderella with respect to the Services and cancel and supersede any prior understandings and agreements you and Elderella respecting the Services. There are no provisions, representations, undertakings, agreements, or collateral agreements between the parties other than as set out in these Terms. If you cannot legally agree, or do not agree, to these Terms, you may not use our Services.

You must be at least 18 years old to use our Services. By using our Services, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into this agreement.

It is the express will of the parties that these Terms and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

16Electronic Agreement

You agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

By clicking "I Accept" during registration, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

17Contact Information