Pilot Testing Terms of Service

“everyEra Offering” means everyEra’s proprietary platform, related offerings provided through the https://www.everyera.co domain and subdomains, and related services, including without limitation, an artificial intelligence (“AI”) powered platform, and other related websites, software, content, services, and platforms, and all versions, updates, and upgrades to the foregoing, designed to help adults navigate elder care resources, services, and planning tools for aging individuals in their care, including by connecting you with a Care Navigator (as defined below) (collectively “Care Navigation Services”). “Care Navigator” means a specialist made available to you through the everyEra Offering to provide personalized guidance on elder care resources, planning, and related services.

everyEra may request suggestions, comments, ideas, improvements, or other feedback (“Feedback”) from you regarding the everyEra Offering and Care Navigation Services, including Insight quality, usability, Care Navigator responsiveness, platform reliability, and any bugs or unexpected behavior you encounter. If you provide Feedback, such Feedback shall be honest and constructive, including pointing out inaccuracies, omissions, or usability issues.

Care Navigators made available through the everyEra Offering are independent contractors and are not employees, agents, or representatives of everyEra. everyEra does not direct, control, or supervise the substance of any guidance, recommendations, care plans, or other insights they provide to you. everyEra makes no representations or warranties about the accuracy, completeness, or suitability of any guidance or recommendations a Care Navigator provides, and everyEra has no liability for the content of that guidance or those recommendations.

You may not publish, publicly disclose, distribute, or share with any third party any Insights generated by the everyEra Offering without everyEra’s prior written consent. This includes posting on websites, social media, or other public forums, using them in marketing materials, presenting them to third parties, or any other form of public sharing. For the avoidance of doubt, you may use Insights for your own personal caregiving purposes, as long as you do not separately showcase, demonstrate, or otherwise highlight the everyEra Offering’s specific contribution to those materials without everyEra’s prior written consent.

Except as expressly authorized in these Terms or by everyEra in writing, you will not, and will not permit any third party to:

• (i)access or use the everyEra Offering beyond the scope of rights granted under these Terms (including by attempting to circumvent or bypass any usage limits communicated by everyEra) or for any purposes other than testing or evaluating the everyEra Offering (including for any competitive analysis); resell or provide access to the everyEra Offering to third parties; or use the everyEra Offering for any other for-profit purposes not identified herein; provided, however, that you may use Insights generated by the everyEra Offering for your own personal caregiving purposes, subject to these Terms, including the restrictions in Section 4(a);
• (ii)use, reproduce, modify, adapt, create derivative works from, sublicense, publicly perform, publicly display, distribute, sell, lease, rent, make, have made, assign, pledge, transfer or otherwise grant rights to the Pilot Services;
• (iii)reverse engineer, disassemble, decompile, translate, or otherwise attempt to derive trade secrets, algorithms, or the source code, architectural framework, or data records, within or associated with the Pilot Services;
• (iv)interfere with or disrupt the integrity or performance of the Pilot Services, including by disrupting the ability of any other person to use or enjoy the Pilot Services;
• (v)provide use of the Pilot Services on a service bureau, rental or managed services basis, provide or permit other individuals or entities to create Internet “links” to the Pilot Services or “frame” or “mirror” the Pilot Services on any other server, or wireless or Internet-based device, or share, transfer, or provide your account, credentials, or access to the Pilot Services to any other person;
• (vi)access the Pilot Services for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Pilot Services, or for competitive analysis, benchmarking, or gathering information to build or improve a competing product or service;
• (vii)take any action that imposes an unreasonable or disproportionately heavy load on the Pilot Services or its infrastructure;
• (viii)use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Pilot Services; or download, reproduce, or archive any substantial portion of the Pilot Services;
• (ix)remove or obscure any proprietary notice that appears within the Pilot Services;
• (x)violate any applicable local, state, provincial, federal or international law or regulation, or any other contractual duty or use the Pilot Services for any illegal, unauthorized or otherwise improper purposes, including to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights;
• (xi)impersonate any person or entity, including everyEra personnel, or falsely state or otherwise misrepresent your affiliation with everyEra, or any other entity or person;
• (xii)forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Pilot Services; or
• (xiii)represent or present any Insight generated by the everyEra Offering as work product created solely by humans without the assistance of AI.

Except as expressly authorized in these Terms or by everyEra in writing, you will not, and will not permit any third party to upload, post, email, store, transmit, or otherwise make available any content that:

• (i)is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or otherwise objectionable;
• (ii)may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement);
• (iii)infringes any patent, trademark, trade secret, copyright, or other proprietary right of any party;
• (iv)consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages, or any other form of solicitation;
• (v)contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware;
• (vi)contains infringing, libelous, or otherwise unlawful or tortious material;
• (vii)consists of information that Participant knows or has reason to know is false or inaccurate; or
• (viii)is sensitive data, such as any (i) personal data beyond the minimum necessary to create and maintain an account, (ii) sensitive personal information (including precise geolocation, government identifiers, or passwords), (iii) financial account numbers, payment card data, or other highly sensitive financial information, (iv) biometric identifiers or biometric information, or (v) any other data regulated as “sensitive” or “special category” under applicable law.

everyEra’s failure to enforce any of these restrictions or guidelines will not act as a waiver for any future enforcement, will not be considered a breach of these Terms by everyEra, and does not create a private right of action for any other party.

You are solely responsible for any health-related information, including protected health information as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”), that you choose to submit, upload, or otherwise provide through the everyEra Offering as Participant Data. You acknowledge that everyEra is not a covered entity or business associate under HIPAA and that everyEra has no obligations under HIPAA with respect to any information you provide. You assume all risk associated with submitting any health-related or medical information through the everyEra Offering, and everyEra has no liability arising from your choice to submit such information. You are solely responsible for ensuring that any submission of health-related information complies with all applicable laws and any obligations you may have to any individual whose information is submitted.

The everyEra Offering provided or made available to you under these Terms is licensed, not sold. Excluding any of your Materials (as defined below), everyEra will retain all right, title, and interest, including all intellectual property rights, in and to: (i) the everyEra Offering and all intellectual property embodied therein, related thereto, or derived therefrom; (ii) Aggregated Data (as defined below); (iii) modifications, adaptations, or derivations of or improvements of the foregoing (i) or (ii); and (iv) everyEra’s contributions to Care Navigation Insights (as defined in Section 6(c)). You hereby assign and agree to assign to everyEra all right, title, and interest in and to all Feedback you provide to everyEra that relates to the everyEra Offering or its use during the Pilot Testing Program (collectively and together with Sections 6(a)(i)-(iv), “everyEra Materials”). To the extent any such assignment is held to be invalid, you hereby grant to everyEra an exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use and exploit any Feedback without any restriction whatsoever. Except for the express license granted herein, everyEra does not grant you any other licenses or rights, whether express or implied, to everyEra Materials or any other everyEra intellectual property.

You will retain ownership of all right, title and interest, and all intellectual property rights, to: (i) all of your Confidential Information; (ii) other Participant Data; and (iii) any documents, records, notes, care information, and other materials you submit in connection with the Care Navigation Services, excluding any everyEra Materials embodied therein (collectively, “Participant Materials”). You hereby grant everyEra and its service providers a royalty-free, non-exclusive license to use, process, store, transmit, and reproduce Participant Materials (including usage data and aggregated and de-identified data): (i) as necessary for everyEra to provide you access to and use of the everyEra Offering; (ii) to improve and enhance the everyEra Offering, including to develop new features and fix bugs; and (iii) to generate Aggregated Data as set forth in Section 6(c). You are responsible for Participant Materials, including ensuring that they do not violate these Terms or any applicable law. You represent and warrant that you have all rights, licenses, consents, and permissions needed to provide Participant Materials to everyEra and to input such Participant Materials to the everyEra Offering.

For certain elements of the everyEra Offering, you may provide Participant Data and certain other text, content, data, and information to the everyEra Offering (“Input”) and receive an output or insights from the everyEra Offering based on the Input (“Insights”). Insights may include care navigation recommendations, care plans, resource referrals, summaries of Care Navigator interactions, and other care-related guidance generated by the everyEra Offering in connection with the Care Navigation Services (“Care Navigation Insights”). As between the parties, you retain all right, title, and interest in and to Participant Data contained within the Inputs. Excluding Participant Data and any other Participant Materials, everyEra shall own all right, title, and interest in and to the everyEra Offering’s contributions to the Input and Insights, including the underlying models, algorithms, and methodologies used to generate Care Navigation Insights. Due to the nature of the everyEra Offering and AI generally, Insights may not be unique, and other users may receive similar output from the everyEra Offering. Subject to your compliance with the terms and conditions of these Terms, everyEra hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use Care Navigation Insights solely for your own personal caregiving purposes.

Notwithstanding anything to the contrary, everyEra shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the everyEra Offering and related systems and technologies (including, without limitation, usage data derived from your interaction with the everyEra Offering, such as feature usage patterns, software interaction data, and workflow analytics, and information concerning Participant Materials and Insights and data derived therefrom), and to create aggregated, anonymized, and de-identified data that does not identify you or contain any of your Confidential Information (“Aggregated Data”). everyEra will be free (during and after the Pilot Testing Period) to: (i) use Aggregated Data to improve and enhance the everyEra Offering, including to train and refine AI models and algorithms; (ii) use Aggregated Data for other development, diagnostic, and corrective purposes in connection with the everyEra Offering and other everyEra products and services; and (iii) disclose Aggregated Data in connection with everyEra’s business, products, and services.

everyEra may: (i) include your name, logo, and success stories on everyEra’s website, press releases, promotional and sales literature, and advertising materials; (ii) use you as a reference in its marketing and customer prospect materials; and (iii) include Participant Materials in case studies; provided, however, that you may object to such use and everyEra will respect your reasonable objections.

Each party (the “Disclosing Party”) may from time to time during the Pilot Testing Period disclose, either directly or indirectly and either verbally, in writing, or through inspection of a tangible good, to the other party (the “Receiving Party”) certain Confidential Information. “Confidential Information” means information identified in good faith by the Disclosing Party as being confidential or proprietary, or information that, given its nature or the circumstances of its disclosure, should reasonably be understood to be confidential or proprietary. Confidential Information includes, without limitation, the specific terms and conditions of these Terms; the source code and architectural framework of the everyEra Offering; everyEra Materials; Participant Materials; information relating to future releases of the everyEra Offering; business plans provided by either party; or any materials or information obtained or derived from analyzing, using, or interpreting any Confidential Information. Notwithstanding the foregoing, the existence and general nature of the Pilot Testing Program will not be considered Confidential Information.

The Receiving Party shall only use the Confidential Information of the Disclosing Party as necessary in performing such Receiving Party’s obligations or exercising such Receiving Party’s rights set forth in these Terms. Neither party may disclose any of the other party’s Confidential Information to any third party without the other party’s prior written consent, except as expressly permitted in this Section 7(b) or Section 7(c). The Receiving Party agrees that it shall protect the Confidential Information of the other party from unauthorized use, access, or disclosure in the same manner that the Receiving Party uses to protect its own confidential and proprietary information of a similar nature, and, in any event, with no less than a reasonable degree of care. Notwithstanding the foregoing, a party may disclose the other party’s Confidential Information to its employees, contractors, consultants and/or agents (collectively, “Personnel”) who have a strict need to know such information for purposes of these Terms and who are bound by confidentiality obligations at least as protective as those contained herein. The Receiving Party shall remain liable for any breach of confidentiality by such Personnel. The Receiving Party’s obligations with respect to any Confidential Information of the Disclosing Party will survive termination of these Terms and will only terminate to the extent such information: (i) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (ii) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (iii) is at the time of receipt, or through no fault of the Receiving Party has become, generally available to the public; or (iv) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is approved in writing by the Disclosing Party, necessary for the Receiving Party to enforce its rights under these Terms, or required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. For the avoidance of doubt, nothing contained in Sections 5 or 7 shall restrict everyEra’s ability to publish or disclose any everyEra Materials or Participant’s ability to publish or disclose any Participant Materials.

You acknowledge and agree that: (i) as part of the Care Navigation Services, everyEra may share your Confidential Information with third-party care providers; (ii) such providers may include, without limitation, assisted living facilities, memory care facilities, home care agencies, elder care professionals, and other placement or care service providers (each, a “Care Partner”); (iii) by accepting these Terms, you give everyEra your advance written consent to share such Confidential Information as is reasonably necessary to provide the Care Navigation Services with Care Partners, including health-related information, and everyEra is not required to obtain your separate written consent for each individual disclosure to a Care Partner made in furtherance of the Care Navigation Services; (iv) you may withdraw your consent to future disclosures of your Confidential Information to Care Partners at any time by providing written notice to everyEra, but doing so may limit or prevent everyEra’s ability to provide the Care Navigation Services; and (v) once your Confidential Information has been disclosed to a Care Partner in accordance with this Section 7(c), everyEra is not responsible for how that Care Partner subsequently uses, discloses, or handles your Confidential Information, and you hereby release and waive any and all claims against everyEra arising out of or relating to a Care Partner’s handling of your Confidential Information following such disclosure. For the avoidance of doubt, everyEra shall not share your Confidential Information with Care Partners for purposes unrelated to the Care Navigation Services without your prior written consent.

The everyEra Offering, including the Care Navigation Services and any recommendations or insights provided by a Care Navigator, and any Pilot Services, or other related materials or services, are provided to you “as is” without warranty of any kind, whether express, implied, statutory, or otherwise. everyEra specifically disclaims all implied warranties, including without limitation the warranties of merchantability, title, accuracy of data, non-infringement, non-interference, and fitness for a particular purpose. everyEra makes no warranty that the everyEra Offering will operate without interruption or error. All data, content, information, or other media made available through the everyEra Offering are provided for informational purposes only. You are solely responsible for confirming the accuracy of all insights, outputs, data, content, information, or other materials, whether provided by the everyEra Offering directly or a Care Navigator, before taking or omitting any action. You should not rely on the everyEra Offering, and you should not use the everyEra Offering for advice of any kind without appropriate human review.

AI and machine learning are rapidly evolving fields. everyEra is constantly working to make the everyEra Offering more accurate, reliable, safe, and beneficial. Because of the probabilistic nature of machine learning and the pilot nature of the everyEra Offering, the everyEra Offering may sometimes produce Insights that do not accurately reflect real people, places, or facts. When you use the everyEra Offering, you understand and agree that: (i) Insights may not always be accurate, and you should not rely on them as a sole source of truth or factual information, or as a substitute for professional advice, including medical, legal, financial, or elder care professional advice; (ii) you must evaluate Insights for accuracy and appropriateness for your situation, including using human review as appropriate, before using or sharing them; (iii) you must not use any Insight about a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, elder care, or other important decisions about them without appropriate human review; (iv) Care Navigator interactions and care navigation recommendations are for informational and planning purposes only and do not constitute medical, legal, financial, or professional advice; and (v) the everyEra Offering may produce incomplete, incorrect, or inapplicable Insights that do not represent everyEra’s views. If an Insight references any third-party products or services, it does not mean that third party is affiliated with everyEra or that everyEra endorses them.

Any recommendations, referrals, care plans, or guidance provided by a Care Navigator through the everyEra Offering are for general informational and planning purposes only. Your decision to act upon or rely on any Care Navigator recommendation is made entirely at your own choosing and your own risk. everyEra expressly disclaims any liability arising from your reliance on any recommendation, referral, care plan, or other guidance provided by a Care Navigator. You are solely responsible for independently verifying the accuracy, suitability, and appropriateness of any Care Navigator recommendation before taking any action, and everyEra strongly encourages you to seek qualified professional advice before making any significant caregiving, medical, legal, or financial decision.

You further acknowledge and agree that the everyEra Offering is provided as a pilot product in the pre-release and trial phase, with all faults. Your use of this pilot product is at your sole risk, and everyEra disclaims any warranty or liability of any kind in connection with it. Except as stated in these Terms, everyEra has no obligations in connection with providing the everyEra Offering. Any expectations and estimates about the everyEra Offering are based on currently known information and actual events or results may differ materially. everyEra is not obligated to update the everyEra Offering. Any information about everyEra’s product roadmap describes everyEra’s general product direction and is subject to change at any time without notice; it is for informational purposes only and is not part of these Terms or any other agreement. everyEra is not obligated to develop any particular feature or include it in any future release of the everyEra Offering. You expressly acknowledge that the everyEra Offering has not been fully tested and may contain defects or deficiencies that everyEra may not correct. The everyEra Offering may change significantly before any generally available final version is released.

everyEra will, at its option and expense, defend or settle any claim brought against you by a third party alleging that the everyEra Offering, when used as expressly permitted by these Terms, infringes that third party’s intellectual property rights (“Participant Claim”). everyEra will also cover your resulting liability, damages, costs, and expenses (including reasonable attorneys’ fees), provided you follow the procedures in Section 11(d). If everyEra receives timely notice of a Participant Claim that, in everyEra’s reasonable opinion, is likely to result in an adverse ruling, everyEra may, at its sole option and without liability to you: (i) obtain a right for you to continue using the everyEra Offering; (ii) modify the everyEra Offering to make it non-infringing; (iii) replace the everyEra Offering with a non-infringing version; or (iv) immediately end these Terms and stop providing you access to the everyEra Offering. Given the pilot nature of the everyEra Offering, everyEra has no obligation to pursue options (i), (ii), or (iii), and may elect option (iv) as its sole remedy.

everyEra has no obligation under Section 11(a) or otherwise for any infringement claim arising from: (i) any use of the everyEra Offering not expressly permitted under these Terms; (ii) your use of the everyEra Offering combined with products, equipment, software, or data not provided by everyEra, where the infringement would have been avoided without that combination; (iii) any modification of the everyEra Offering by anyone other than everyEra or its authorized agents or subcontractors; or (iv) your continued use of the everyEra Offering after you receive notice to stop using it due to everyEra’s reasonable belief that it infringes third-party intellectual property rights (collectively, “Participant Acts”). everyEra also has no obligation under Section 11(a) or otherwise for any claim arising from your use of any Participant Materials or Insights uploaded to or accessed through the everyEra Offering, to the extent the claim is not based on the everyEra Offering itself. Section 11(a) states everyEra’s sole liability and your exclusive remedy for all third-party claims.

You will defend, at your own expense, and hold everyEra harmless against any claim brought against everyEra by a third party arising from: (i) your breach of or failure to comply with Sections 4, 5 and 7 through 9; (ii) your failure to comply with or violation of any applicable law or regulation; (iii) your infringement of any third party’s intellectual property rights, except any Participant Claim; or (iv) any Participant Acts (each, an “everyEra Claim”). You will also indemnify everyEra from any liability everyEra incurs from such an everyEra Claim, including any damages agreed to in a monetary settlement.

These indemnification obligations apply only if the party seeking indemnification: (i) promptly notifies the other party in writing of the claim; (ii) gives the other party sole control over the defense and any related settlement negotiations; and (iii) cooperates with and, at the other party’s request and expense, assists in the defense. Neither party may make any public announcement about any claim, defense, or settlement without the other party’s prior written approval. The indemnifying party may not settle, compromise, or resolve a claim without the consent of the indemnified party if the settlement would require the indemnified party to admit wrongdoing, impose monetary damages on the indemnified party, or fail to fully release the indemnified party from liability.

All claims arising in connection with these Terms shall be resolved by final and binding arbitration rather than in court, except that you may assert claims in small claims court (defined for the purposes of these terms as a court of limited jurisdiction that may only hear claims not exceeding $10,000) if your claims are within the court’s jurisdiction. There is no judge or jury in arbitration, and court review of an arbitration award is limited.

The arbitration shall be conducted by the American Arbitration Association (“AAA”) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration, and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Travis County, Texas, or if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

The parties each agree that all claims shall be resolved only on an individual basis and not in a class, consolidated or representative action or other similar process (including arbitration). If for any reason a claim proceeds in court rather than in arbitration, the parties each waive any right to a jury trial and agree that such claim shall be brought only in a court of competent jurisdiction in Travis County, Texas. You hereby submit to the personal jurisdiction and venue of such courts and waive any objection on the grounds of venue, forum non-conveniens or any similar grounds with respect to any such claim.

Notwithstanding anything to the contrary, either party may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 13.

If everyEra implements any material change to this Section 13, such change shall not apply to any claim for which you provided written notice to everyEra before the implementation of the change.