Terms of Service

1. Acceptance of Terms

These Terms of Service (the “Terms”) govern your access to and use of the Caretum Health websites, mobile applications, and any services offered on or in connection therewith (collectively, the “Platform”). This is a legally binding agreement between you and Caretum Health, LLC, a limited liability company organized under the laws of the State of Oregon (“Caretum Health,” “we,” “us,” or “our”).

The terms “User” and “Users” refer to all individuals and other persons who access or use the Platform, including, without limitation, any business entities or other organizations that register accounts or otherwise access or use the Platform through their respective representatives.

By signing up for a Caretum Health account, by clicking to accept the Terms when prompted on the Platform, or by otherwise using the Platform (regardless of whether you register as a User), you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you agree to these Terms on behalf of a business entity or other organization, you represent and warrant that you have the authority to bind that entity to these Terms. In that event, “you” and “your” will refer and apply to both you and that entity.

By using the Platform, you also acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with our Privacy Policy, which is incorporated into these Terms by reference. You also agree to abide by any additional marketplace terms or other requirements for Users that are published on the Platform.

These Terms are supplemented by the following agreements, which are incorporated by reference and may be required during onboarding:

• Privacy Policy
• Professional Independent Contractor Agreement (for healthcare professionals)
• Facility Staffing Services Agreement (for healthcare facilities)
• Background Check Consent Authorization

If you do not agree or are unable to agree to be bound by these Terms, do not use the Platform.

We may amend these Terms at any time by posting the amended version on the Platform. When changes are made, we will indicate at the top of these Terms the date revisions were last made. If we make a material change, we will notify you by sending a notice to the email address registered to your account and/or by posting a notice on the Platform. Your use of the Platform after the effective date of any changes will constitute acceptance of those changes.

2. Platform Overview

Caretum Health operates an online marketplace that allows third-party healthcare facilities (each, a “Facility” or “Client”) to post open shifts, and allows third-party independent contractor healthcare professionals (each, a “Professional”) to view and sign up to work such shifts if they so choose.

Platform services include shift posting and matching, professional screening and credentialing verification, background check processing, GPS-verified digital time tracking, automated invoicing and payment processing, compliance monitoring, performance scoring, and dispute resolution support.

Caretum Health acts solely as a technology marketplace and intermediary. We do not directly employ healthcare professionals, nor do we provide healthcare services. The Platform does not guarantee that every shift request will be filled or that Professionals will be available for every posted shift.

3. Account Registration and Eligibility

3.1 Account Eligibility

Caretum Health offers the Platform for business purposes only and not for personal, household, or consumer use. To register for an account, you represent that you: (a) will use the Platform for business purposes only; (b) are either a legal entity or an individual who is 18 years or older and can enter into legally binding agreements; (c) have not been previously suspended or removed from the Platform; and (d) have full power and authority to enter into these Terms without violating any other agreement to which you are a party.

Healthcare professionals must hold active, unencumbered licensure or certification for their respective role as required by the State of Oregon.

3.2 Account Profile

To register for an account, you must complete a user profile (“Profile”), which you consent to be shown to other Users. You agree to provide true, accurate, and complete information on your Profile and all registration forms, and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity, location, business, or services.

3.3 Identity and Account Verification

Your account will be subject to verification, including validation against third-party databases or verification of official government or legal documents that confirm your identity, location, and ability to act on behalf of your business. You authorize Caretum Health, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. During verification, some account features may be temporarily limited.

3.4 Usernames and Passwords

You are entirely responsible for safeguarding and maintaining the confidentiality of your account credentials. You agree not to share your credentials with any unauthorized person. You authorize Caretum Health to assume that any person using the Platform with your credentials either is you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of your account.

4. Relationship Between Caretum Health and Users

4.1 Caretum Health's Role as a Marketplace

Caretum Health merely makes the Platform available to enable Professionals and Facilities to find and transact directly with each other. Caretum Health does not select shifts or Facilities for Professionals, or select Professionals for Facilities. Users alone decide which shifts, if any, to post or claim on the marketplace. Users alone are responsible for evaluating and determining the suitability of any shift, Facility, or Professional.

Caretum Health has no responsibility, whether relating to payment or otherwise, with respect to any shift that is not posted on the Platform and confirmed by a Facility.

4.2 Users Are Independent from Caretum Health

Users, including Facilities and Professionals, acknowledge they have no authority to bind Caretum Health or its affiliates and shall not hold themselves out as an employee, agent, or authorized representative of Caretum Health.

Facilities are solely responsible for and have complete discretion with regard to their use of the marketplace, including which shifts they post and actions they take with respect to any Professionals with whom they connect.

4.3 No Guarantees by Caretum Health

Caretum Health does not make any representations about or guarantee the truth or accuracy of information contained in any User Profile or other User content on the Platform. You acknowledge, agree, and understand that Caretum Health does not, in any way, supervise, direct, control, or evaluate Professionals or their work, or Facilities or their operations.

5. Independent Contractor Relationship

All Professionals who accept shifts through the Caretum Health platform are independent contractors. No Professional is an employee of Caretum Health. Nothing in these Terms is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee, or employer-employee relationship between Caretum Health and any User.

As independent contractors, Professionals:

• Control the manner and means by which they perform their work
• Are free to accept or decline any shift at their discretion
• May work for other staffing companies or entities simultaneously
• Are solely responsible for their own federal and state tax obligations, including self-employment taxes
• Are responsible for maintaining their own professional liability insurance, workers' compensation coverage (where applicable), and health insurance
• Must provide their own tools, equipment, and supplies as needed for their role

Neither Caretum Health nor any Facility shall withhold taxes, provide employment benefits, or assume any employer obligations with respect to Professionals. Caretum Health will issue IRS Form 1099-NEC to Professionals whose annual earnings through the Platform exceed $600.

6. Marketplace Terms and Acceptable Use

To help ensure the successful operation of the marketplace and the positive experience of Users, you agree to abide by the following terms (“Marketplace Terms”). In the event that we believe or determine that your account has violated any of these Marketplace Terms, or that your use of the marketplace threatens the health or safety of any individual, violates any applicable law or regulation, or threatens the integrity of the Platform, we reserve the right to review, restrict, suspend, or permanently deactivate your account at our sole discretion.

Without limiting other terms and prohibitions in these Terms, by using the Platform, you agree that:

1. (a) You will only use the Platform for lawful purposes and in accordance with all applicable laws, including those relating to copyrights, trade secrets, privacy, or publicity rights. You will not use the Platform for sending or storing any unlawful material or for deceptive or fraudulent purposes.
2. (b) You will not use another User's account or identity or impersonate any person or entity.
3. (c) You will not use the Platform to cause nuisance, annoyance, or inconvenience.
4. (d) The information you provide when you register for an account is accurate, you will promptly notify us of any changes, and you will provide us with whatever proof of identity we may reasonably request.
5. (e) You will keep secure and confidential your account password and any other identification credentials.
6. (f) You will not engage in threatening, harassing, racist, sexist, violent, hateful, unlawful, or any other behavior that Caretum Health deems inappropriate (as determined in our sole discretion) when using the Platform.
7. (g) You will not abuse any promotional or referral system offered through the Platform.
8. (h) You will only access the Platform using means explicitly authorized by Caretum Health.
9. (i) You will not forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Platform.
10. (j) You will not use the Platform or any content accessible through it for any promotional purpose, including contacting, advertising to, soliciting, or selling to any User, unless Caretum Health has given prior written permission.
11. (k) You will not copy, distribute, or republish the software, Platform, or any content displayed through the Platform in any format or media.
12. (l) You will not compile, directly or indirectly, any content displayed through the Platform except for your personal, noncommercial use.
13. (m) You will not directly or indirectly resell, license, or transfer the Platform, its software, or content to a third party.
14. (n) You will not use the Platform in any way that could damage, disable, overburden, or impair any Caretum Health server or connected networks.
15. (o) You will not attempt to gain unauthorized access to the Platform, any account, resource, computer system, or network connected to any Caretum Health server.
16. (p) You will not probe, scan, or test the vulnerability of any system or network, or breach or circumvent any security or authentication measures.
17. (q) You will not deep-link to the Platform or access the Platform manually or with any robot, spider, web crawler, extraction software, or automated process to scrape, copy, index, frame, or monitor any portion of the Platform.
18. (r) You will not conduct any systematic retrieval of data or other content from the Platform.
19. (s) You will report any errors, bugs, unauthorized access methodologies, or any breach of our intellectual property rights that you uncover in your use of the Platform.
20. (t) You agree to abide by any such other terms, restrictions, or prohibitions as Caretum Health may, in its sole discretion, from time to time publish or modify on the Platform.

7. Shift Posting, Claiming, and Management

7.1 Shift Posting

Facilities may post shift requests specifying the professional role required, date, start and end times, location, and any special requirements. Caretum Health uses commercially reasonable efforts to match posted shifts with qualified Professionals but does not guarantee placement for every request.

7.2 Shift Matching and Claiming

Professionals may claim available shifts that match their credentials and role. The Platform uses a proprietary matching system to facilitate connections between Facilities and Professionals. Facilities may configure approval settings for shift claims.

7.3 Time Tracking and Verification

Shift hours are tracked through the Platform's digital clock-in/clock-out system with location verification. Facility designees are responsible for verifying submitted hours within the timeframes established by the Platform's operational policies. Hours not disputed within the applicable verification period shall be deemed approved. Specific time verification rules and discrepancy thresholds are set forth in the applicable Facility Staffing Services Agreement and Professional Independent Contractor Agreement.

7.4 Shift Expiration

Unclaimed shifts will automatically expire if not filled within the timeframes established by the Platform's operational policies, which may be updated from time to time.

8. Payment Methods and Billing

8.1 Payment Methods

In order to use certain features of the Platform, a User must provide account information for at least one valid payment method. You hereby authorize Caretum Health to run credit card authorizations on all credit cards provided by you, to store credit card and banking or other financial details as your method of payment, and to charge your credit card (or any other payment method) for fees and any other amounts owed under these Terms.

To the extent permitted by applicable law, you acknowledge and agree that we may use third-party vendors and service providers to process payments and manage your payment method information.

By providing payment method information through the Platform, you represent, warrant, and covenant that: (a) you are legally authorized to provide such information; (b) you are legally authorized to make payments using the payment method; (c) if you are an employee or agent of a company that owns the payment method, you are authorized to use it to make payments on the Platform; and (d) such actions do not violate the terms applicable to your use of such payment method or applicable law.

8.2 Facility Billing

Facility bill rates, shift premiums, payment terms, and late payment terms are governed by the separate Facility Staffing Services Agreement executed between Caretum Health and the Facility. Invoices include detailed shift breakdowns.

8.3 Professional Compensation

Caretum Health retains a platform service fee from each completed shift. The remainder is paid to the Professional. Professional earnings are tracked through the Platform and withdrawal requests are processed via our payment processing partner. Specific pay rates, premium structures, and processing times are communicated to Professionals through the Platform and the Professional Independent Contractor Agreement.

8.4 Liability for Payments

Caretum Health is not liable to any User if a transaction cannot be completed as a result of any limit imposed by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with your payment method. When you authorize a payment, you represent and warrant that there are sufficient funds or credit available to complete the payment.

9. Cancellation and No-Show Policies

9.1 Facility Cancellations

If a Facility cancels or terminates a confirmed shift, charges may apply based on the timing and circumstances of the cancellation. Specific cancellation fee schedules are set forth in the Facility Staffing Services Agreement.

9.2 Professional Cancellations

Professionals may cancel claimed shifts through the Platform. Short-notice cancellations negatively impact the Professional's performance score. Cancellation penalties are applied based on the amount of notice provided. Specific penalty structures are set forth in the Professional Independent Contractor Agreement. Repeated late cancellations may result in reduced platform access or account suspension.

9.3 No-Show Policy

If a Professional fails to arrive for a confirmed shift within the applicable clock-in deadline, the shift may be classified as a “No-Show.” The Facility shall not be charged for No-Show shifts. The Professional may receive a performance score penalty, and escalating consequences may apply, up to and including account suspension. Specific No-Show policies and consequences are set forth in the Professional Independent Contractor Agreement. Caretum Health will make reasonable efforts to provide a replacement Professional.

10. Performance Scoring

10.1 Rating System

After each completed shift, both the Facility and the Professional may submit a rating within seven (7) days of shift completion. Ratings are on a 1–5 star scale with category-based assessments. Reviews may be submitted anonymously.

10.2 Performance Scores

Each Professional and Facility maintains a performance score on the Platform, calculated from factors including shift completion, cancellations, punctuality, and user feedback. Performance scores influence a User's standing on the Platform and may affect access to certain features. Score methodologies, tier definitions, and the specific impact of performance events are determined by Caretum Health in its sole discretion and may be updated from time to time. Current requirements and policies are communicated through the Platform and applicable agreements.

10.3 Account Actions

You acknowledge and agree that the value, reputation, and goodwill of the Platform depend on transparency. Caretum Health may take action on any account based on ratings, reviews, performance data, or reported incidents, including restricting, suspending, or deactivating accounts. You agree not to hold Caretum Health responsible for any such actions taken in good faith.

11. Credential Verification and Compliance

All Professionals must meet the minimum qualifications established by Caretum Health before accepting shifts through the Platform. Required credentials are role-specific and include active licensure or certification for the applicable healthcare discipline as required by the State of Oregon, identity verification, background screening, and other documentation as determined by Caretum Health. Complete credential requirements are communicated to Professionals during the onboarding process and through the Platform.

Caretum Health monitors credential expiration dates and conducts periodic compliance audits. Professionals with expired or missing required credentials will be unable to claim shifts until compliance is restored. Additional credential requirements may be added from time to time.

12. Background Checks and Screening

All Professionals are required to consent to and pass a background check prior to accepting shifts. Background screening is conducted in compliance with the Fair Credit Reporting Act (FCRA) and applicable Oregon law. A satisfactory result is required to maintain active status on the Platform. Caretum Health reserves the right to conduct periodic re-screening. Professionals whose background check results change may be immediately suspended pending review. Full details are provided in the Background Check Disclosure and Authorization form.

13. Direct Hire Conversion

If a Facility wishes to offer direct employment to a Professional engaged through the Platform, the Facility must notify Caretum Health in writing. Conversion fees and terms are set forth in the Facility Staffing Services Agreement. Professionals are subject to a non-solicitation clause and may not bypass the Platform to work directly with a Facility they were introduced to through Caretum Health during the applicable restricted period.

14. Do Not Return (DNR) Policy

Facilities may place a Professional on a Do Not Return (DNR) list through the Platform, preventing that Professional from claiming future shifts at the Facility. DNR entries must include a documented reason and are subject to review by Caretum Health for compliance with anti-discrimination laws. Professionals may request review of DNR entries through the dispute resolution process.

15. Communicating Through the Platform

Users agree to use the communication services available on the Platform to communicate with other Users regarding their engagements, including shift coordination, arrival details, and other relevant matters.

You are prohibited from using the communication services to post or transmit any unlawful, threatening, libelous, defamatory, obscene, pornographic, illegal, or any material that could constitute criminal conduct, violate the rights of any party, or give rise to civil or criminal liability.

We reserve the right, but are not obligated, to remove any content, message, or transmission you have made for any reason, including messages that, in our sole discretion, violate these Terms. We also reserve the right to suspend or permanently deactivate your account if we determine that you violate these Terms through your communications.

16. User Content

Caretum Health may permit you from time to time to submit, upload, publish, transmit, or otherwise make available content using the Platform (collectively, “User Content”). Any User Content provided by you remains your property. However, by providing User Content, you grant Caretum Health a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit such User Content in all formats and distribution channels now known or hereafter devised, without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (a) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents, and releases necessary to grant Caretum Health the license set forth above; and (b) neither the User Content nor your submission of such content will infringe, misappropriate, or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree not to provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Caretum Health in its sole discretion. Caretum Health may, but shall not be obligated to, review, monitor, and remove User Content at any time and for any reason, without notice to you.

17. Confidentiality and Patient Information

17.1 Confidentiality

All Users agree to maintain the confidentiality of proprietary information, pricing structures, business strategies, and patient/resident information encountered through the Platform. This obligation survives termination of your account for a period of two (2) years.

17.2 Patient Information

The Caretum Health Platform is a workforce management tool. It is not designed to access, store, or transmit patient health records, clinical data, or other protected health information (“Patient Information”), and Caretum Health is not a Business Associate of any Facility. Users shall not transmit Patient Information through the Platform, the mobile application, in-app messaging, shift notes, uploads, or any other Caretum Health communication channel. Patient Information encountered by a Professional in the course of performing services at a Facility is the responsibility of that Facility and is governed by the Facility’s own policies and applicable federal and state privacy laws. Each party agrees that it shall not take any action in performance of these Terms that would cause another party to be in violation of applicable patient privacy laws. Professionals must not photograph, copy, transmit, or otherwise disclose any Patient Information outside the scope of their clinical duties. Violations may result in immediate account suspension and termination.

18. Intellectual Property

The Platform, including its software, design, text, graphics, logos, and all related intellectual property, is owned by Caretum Health, LLC. Users are granted a limited, non-exclusive, non-transferable license to access and use the Platform solely for its intended purpose. Users may not copy, modify, distribute, sell, or lease any part of the Platform or its content without prior written consent from Caretum Health.

19. Warranty Disclaimer

Except to the extent that you and Caretum Health have otherwise agreed in writing, you agree not to rely on the Platform, any information on the Platform, or the continuation of the Platform. The Platform is provided “as is” and on an “as available” basis. Caretum Health makes no representations or warranties with regard to the Platform; work product; textual, audio, and/or visual content and information; or any activities or items related to these Terms.

To the maximum extent permitted by applicable law, Caretum Health disclaims all express and implied conditions, representations, and warranties including, but not limited to, the warranties of merchantability, accuracy, fitness for a particular purpose, title, and non-infringement. Some jurisdictions may not allow for all of the foregoing limitations on warranties, so to that extent, some or all of the above limitations may not apply to you.

20. Limitation of Liability

Except to the extent that you and Caretum Health have otherwise agreed in writing, Caretum Health is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with these Terms, including, but not limited to:

• Your use of or your inability to use the Platform
• Delays or disruptions in the Platform
• Viruses or other malicious software obtained by accessing or linking to the Platform
• Glitches, bugs, errors, or inaccuracies of any kind in the Platform
• Damage to your hardware device from the use of the Platform
• The content, actions, or inactions of third parties' use of the Platform
• Reviews, ratings, suspensions, deactivation, or other action taken with respect to your account
• Your reliance on the quality, accuracy, or reliability of posted shifts, User Profiles, ratings, recommendations, feedback, composite information, or metrics found on or made available through the Platform
• Your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to these Terms

In addition, in no event will Caretum Health, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, loss of data, production, profit, or business opportunities. These limitations will apply to any liability arising from any cause of action whatsoever, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose.

Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.

21. Account Suspension and Termination

21.1 Termination

Except to the extent that you and Caretum Health have otherwise agreed in writing, either party may terminate these Terms in their sole discretion, at any time, without explanation, upon written notice to the other. In the event you properly terminate, your right to use the Platform will be automatically revoked and your account will be deactivated.

Termination does not terminate or otherwise impact any obligation to pay outstanding fees. You will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination.

Without limiting our other rights or remedies, we may temporarily or indefinitely revoke or limit access to the Platform, deny your registration, or permanently revoke your access if: (i) you breach any terms of these Terms; (ii) we suspect you have provided false or misleading information; (iii) we believe your actions may cause legal liability, may be contrary to the interests of the Platform or User community, or may involve illicit or illegal activity; (iv) you become subject to bankruptcy or similar proceedings; or (v) we are required to by law, legal process, or law enforcement.

21.2 Effect of Deactivation

If your account is deactivated, you may not use the Platform under the same account or a different account, or re-register under a new account, without Caretum Health's prior written consent. If you attempt to use the Platform under a different account, we reserve the right to reclaim available funds and/or use an available payment method to pay for any amounts owed by you to the extent permitted by applicable law.

21.3 Survival

After these Terms terminate, the provisions that expressly or by their nature contemplate performance after termination will survive and continue in full force and effect, including confidentiality obligations, non-solicitation provisions, and payment obligations. Termination will not release either party from any obligations incurred prior to termination.

22. Dispute Resolution

22.1 Platform Dispute Process

Professionals or Facilities may open disputes regarding worked hours or payment amounts through the Platform. Disputes are managed through a structured process including evidence collection, party responses, and administrative review.

Facilities must notify Caretum Health in writing of any disputed invoice charges within seven (7) days of receipt. Undisputed portions remain subject to the applicable payment terms.

22.2 Agreement to Arbitrate

All disputes arising out of these Terms shall be submitted to the American Arbitration Association on an individual basis for binding arbitration pursuant to its Consumer Arbitration Rules. The arbitration shall take place remotely by videoconference before an arbitrator based in the State of Oregon. Attorney's fees may be awarded to the prevailing party at the discretion of the arbitrator. In no event shall the arbitrator have the power to alter or amend these Terms or award any relief inconsistent with the provisions herein or unavailable in a court of law.

This arbitration provision applies only to disputes arising out of these Terms or your use of the Platform. This provision does not apply to disputes arising from any applicable Independent Contractor Agreement, Staffing Services Agreement, or other contract between you and Caretum Health. To the extent that this provision is inconsistent with any provision in any such agreement, the provisions of that agreement control.

23. Privacy and Data Protection

Caretum Health collects, uses, and protects your personal information in accordance with our Privacy Policy. By using the Platform, you consent to our collection and use of information as described in the Privacy Policy, including account information, location data during time tracking events, device and login information for security purposes, and payment information processed through third-party processors. Caretum Health does not sell personal information to third parties. Full details of our data practices are set forth in our Privacy Policy.

24. Modifications to Terms

No modification or amendment to these Terms will be binding upon Caretum Health unless it is agreed to in a written instrument signed by a duly authorized representative of Caretum Health or posted on the Platform by Caretum Health. Caretum Health's failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Caretum Health does not guarantee it will take action against all breaches of these Terms.

25. General Provisions

25.1 Entire Agreement

These Terms set forth the entire agreement and understanding between you and Caretum Health relating to the subject matter hereof and, except as provided below, cancel and supersede any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us. However, nothing in these Terms shall supersede, amend, or modify the terms of any separate agreement(s) between you and Caretum Health, including any Independent Contractor Agreement or Staffing Services Agreement.

The section headings in these Terms are included for ease of reference only and have no binding effect. Even though Caretum Health drafted these Terms, you represent that you had ample time to review and decide whether to agree. If an ambiguity or question of intent or interpretation arises, no presumption or burden of proof will arise favoring or disfavoring you or Caretum Health because of the authorship of any provision.

25.2 Assignability

You may not assign these Terms, or any of your rights or obligations hereunder, without Caretum Health's prior written consent. Caretum Health may freely assign these Terms without your consent. Any attempted assignment in violation of this provision will be null and void. Subject to the foregoing, these Terms are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

25.3 Severability

If any provision of these Terms is held to be illegal, invalid, or unenforceable in whole or in part under applicable law, such provision will be ineffective only as to the jurisdiction in which it is illegal, invalid, or unenforceable, to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties.

25.4 Force Majeure

Neither party shall be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, pandemics, governmental requirements and regulations, or any other conditions beyond the reasonable control of such party.

25.5 Prevailing Language

The English language version of these Terms will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.

25.6 Consent to Electronic Records

In connection with these Terms, you may be entitled to receive, or Caretum Health may otherwise provide, certain records such as contracts, notices, and communications in writing. To facilitate your use of the Platform, you give Caretum Health permission to provide these records to you electronically instead of in paper form. You agree that electronic acceptance through the Platform constitutes a valid and binding signature.

25.7 Choice of Law

These Terms shall be governed by and construed in accordance with the substantive and procedural laws of the State of Oregon, without regard to conflict of law principles. Venue for any legal proceedings shall be in Multnomah County, Oregon.

25.8 Contact Information

For questions about these Terms, please contact us at: