Terms of Service

These Terms of Use ("Agreement") set forth the legally binding terms and conditions of Baba Care, Inc. ("Company," "we," "us," or "our") applicable to your ("you," "your," and "yourself") access to and use of the Baba Care website located at callbaba.com, and any related software, applications, services, and/or products (collectively, the "Platform"), including without limitation your use of the Platform to obtain healthcare advocacy services as a "Client," your use of the Platform to perform services as an "Advocate" or “Provider,” and your use of our artificial intelligence-powered voice companion named "Baba Companion" ("Baba Companion").

BY AFFIRMATIVELY AGREEING TO THIS AGREEMENT, OR OTHERWISE ACCESSING AND/OR USING THE PLATFORM OR ANY OF THE SERVICES, OR ANY PORTION THEREOF, YOU REPRESENT THAT (1) YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD; (2) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT; AND (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE, OR ANY OTHER APPLICABLE JURISDICTION. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF A USER, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE USER. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.

PLEASE NOTE THAT CERTAIN FEATURES OF THE SERVICES ARE NOT INTENDED FOR USE IN CONNECTICUT, IDAHO, MAINE, NEVADA, OREGON, UTAH, OR WASHINGTON ("PROHIBITED JURISDICTIONS"), AND BY AGREEING TO THIS AGREEMENT AND/OR ACCESSING OR USING SUCH FEATURES, YOU REPRESENT, WARRANT, AND COVENANT THAT YOU WILL NOT ACCESS OR USE SUCH FEATURES IN ANY PROHIBITED JURISDICTION, INCLUDING BY INITIATING OR RECEIVING CALLS IN ANY PROHIBITED JURISDICTION.

IF YOU ARE USING THE PLATFORM ON BEHALF OF SOMEONE ELSE INCLUDING, WITHOUT LIMITATION, ADULT RELATIVE, FRIEND, ASSOCIATE, CLIENT, OR OTHER THIRD PARTY (COLLECTIVELY, "THIRD PARTY"), YOU REPRESENT, WARRANT, AND COVENANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THIS AGREEMENT ON SUCH THIRD PARTY'S BEHALF AND TO BIND SUCH THIRD PARTY TO THIS AGREEMENT. TO THE EXTENT YOU DO NOT HAVE THE AUTHORITY TO AGREE TO THIS AGREEMENT ON SUCH THIRD PARTY'S BEHALF AND/OR TO BIND SUCH THIRD PARTY TO THIS AGREEMENT, YOU SHALL BE SOLELY AND EXCLUSIVELY LIABLE FOR SUCH THIRD PARTY'S DAMAGES, INJURIES, LOSSES, AND LIABILITIES ASSOCIATED WITH YOUR USE OF THE PLATFORM ON SUCH THIRD PARTY'S BEHALF. FURTHER, YOU AGREE TO INDEMNIFY COMPANY FOR ANY AND ALL THIRD PARTY DISPUTES, DEMANDS, CLAIMS, CONTROVERSIES, CAUSES OF ACTIONS, LAWSUITS, AND PROCEEDINGS (COLLECTIVELY, "DISPUTES") IN ANY WAY RELATED TO YOUR USE OF THE PLATFORM ON SUCH THIRD PARTY'S BEHALF AND/OR SUCH THIRD PARTY'S DAMAGES, INJURIES, LOSSES, AND LIABILITIES ASSOCIATED WITH SERVICES PERFORMED BY ADVOCATES AND PROVIDERS.

SECTION 13 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND COMPANY. AMONG OTHER THINGS, SECTION 13 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND COMPANY SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 13 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 13 CAREFULLY.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 13: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

PLEASE NOTE THIS AGREEMENT IS SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME IN ACCORDANCE WITH SECTION 14 BELOW. PLEASE REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT TERMS.

For purposes of this Agreement, "Company" means and includes Baba Care, Inc. and its subsidiaries and affiliates, and its and their investors, officers, directors, employees, agents, representatives, and assigns. "User" means each person who accesses or uses the Platform, including Clients, Advocates, and Providers. "Services" means, collectively, the Platform, the Advocacy Services, Baba Companion, the Website, and all services made available through each of the foregoing.

You understand and agree that Company may revise, modify, and/or supplement this Agreement at any time. Please check this Agreement periodically for changes. Any such revised terms will be effective immediately after notice is sent to you via email to the email address you last provided to Company or appropriate popups within the platform at next access. It is your responsibility to provide Company with your most recent email address. If you do not agree to such revised terms, you must stop using the Platform and close your account. You can deactivate your account by emailing us at help@callbaba.com. By continuing to use the Platform following notice, or by failing to deactivate your account, you hereby expressly agree to be bound by such revised terms and acknowledge that your continued use of the Platform is valid consideration for such revised terms.

1. Services

Advocacy Services

The Platform offers a venue where Clients connect with Advocates and Providers for the performance of healthcare advocacy services (each, an "Engagement"). Our Advocacy Services connect Clients with dedicated advocates, including nurses and social workers, who provide support with insurance appeals, specialist referrals, appointment scheduling, medication management, care coordination, and related healthcare navigation services (collectively, the "Advocacy Services").

Baba Companion

In addition to the Advocacy Services, Company offers Baba Companion, an artificial intelligence-powered voice companion designed to enhance quality of life for older adults through engaging and personalized conversations. Baba Companion is designed to make calls to you at pre-scheduled times to have human-like conversations about various subjects, which may include without limitation personal interests, thought-provoking questions, storytelling, life experiences, creativity, and reflective discussions ("Conversations"). Baba Companion will also ask about your day, and relationships with friends and family.

Platform is a Venue

By using the Platform, you understand and agree that no joint venture, partnership, employment, franchise, or agency relationship exists between you and Company or Company and any other User. All information on the Platform is for informational purposes only and does not constitute medical or professional advice. Company expressly disclaims any responsibility or liability related to information or services obtained through the Platform.

WHILE WE GENERALLY ALLOW YOU TO TALK TO BABA COMPANION ABOUT ANYTHING YOU WANT (SUBJECT TO ANY RESTRICTIONS IN THIS AGREEMENT), NEITHER BABA COMPNOR ANY OF THE OTHER SERVICES ARE INTENDED TO PROVIDE MEDICAL, PSYCHOLOGICAL, OR OTHER CLINICAL ADVICE TO USERS AND ARE PROVIDED FOR INFORMATIONAL OR ENTERTAINMENT PURPOSES ONLY. YOU ACKNOWLEDGE AND AGREE THAT COMPANY DOES NOT PROVIDE ANY MEDICAL, PSYCHOLOGICAL, OR OTHER CLINICAL ADVICE OF ANY KIND OR MAKE ANY MEDICAL, PSYCHOLOGICAL, OR OTHER CLINICAL DECISIONS. THE SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL OR OTHER CLINICAL ADVICE, DIAGNOSIS, OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR CLINICIANS, PHYSICIANS, OR OTHER HEALTHCARE PROVIDERS ("CARE TEAM") WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL, MENTAL, PSYCHOLOGICAL, OR OTHER HEALTH CONDITION.

NEVER DISREGARD PROFESSIONAL MEDICAL OR CLINICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING BABA COMPANION HAS SAID, BECAUSE OF AN INTERACTION WITH BABA, OR BECAUSE OF INFORMATION OBTAINED THROUGH THE ADVOCACY SERVICES. YOUR INTERACTIONS WITH ADVOCATES AND PROVIDERS THROUGH THE PLATFORM ARE NOT INTENDED TO REPLACE YOUR RELATIONSHIP WITH YOUR REGULAR HEALTHCARE PRACTITIONERS OR PRIMARY CARE PHYSICIAN. COMPANY IS NOT RESPONSIBLE NOR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS, OR ANY OTHER THIRD-PARTY INFORMATION, SERVICE, OR PRODUCTS THAT YOU OBTAIN THROUGH THE PLATFORM. THE SERVICES ARE NOT INTENDED FOR EMERGENCY USE. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911, CONTACT A CARE TEAM MEMBER, OR SEEK IMMEDIATE OR OTHER APPROPRIATE EMERGENCY ATTENTION. IF YOU ARE SUICIDAL OR ARE EXPERIENCING SUICIDAL THOUGHTS, IMMEDIATELY CALL THE NATIONAL SUICIDE PREVENTION LIFELINE AT 988.

2. Independent Contractors

Company is not an employment service or employment agency, and Company does not employ Advocates and Providers. In all cases, Advocates and Providers are independent contractors and not employees of Company. Advocatesand Providers are free to accept or reject any Engagements with Clients, perform services free from control of Company, and provide their own tools and equipment. As such, Company does not withhold taxes including, without limitation, unemployment insurance, workers' compensation, employer's liability, social security, or other payroll withholdings. You understand and agree that if Company is found liable for any taxes, other than on Company's income, you will immediately reimburse and pay to Company an equivalent amount, including any interest or penalties thereon.

3. Connecting Users; No Control

The Platform leverages proprietary algorithms to connect Users for Engagements based on numerous factors including, without limitation, Client criteria and location, and Advocate and Provider experience, specialty, and location. Notwithstanding the foregoing, Company does not have control over any aspect of any Engagements including, without limitation, the legality, timing, quality, performance, or non-performance thereof. Clients are responsible for controlling and accepting the services performed by Advocates and Providers. As such, Company makes no representations, warranties, or covenants about any aspect of any Engagements or services performed.

4. Company Communications

By entering into this Agreement or using the Services, you agree to receive communications from us, including calls from Baba Companion, for purposes of receiving the Services, and you provide your consent for Company to contact you with certain non-emergency, automated artificial voice calls under the Telephone Consumer Protection Act (TCPA) using: the phone or mobile number you use to register for the Services; and an automatic telephone dialing system (ATDS) and artificial voice. If you have provided us with your mobile telephone number, you agree that we may use it to have Baba Companion and Advocates and Providers call you to provide you with the Services and you represent that you are the subscriber of the mobile service at any mobile telephone number you provide to us, or that you are otherwise authorized by the subscriber to receive phone calls from us at such mobile number in accordance with this Agreement. Message and data rates charged by your wireless carrier may apply. Further, you agree that you are giving Company consent to create audio files and store any Conversations you have with Baba Companion. If you do not consent to having your Conversations recorded, you can choose not to have any such Conversation with Baba Companion or to terminate a Conversation by hanging up the phone.

You may have the opportunity to provide us with your email address when you register an Account, visit the Website, or otherwise interact with the Services. By providing your email address to us, you consent to receiving email communications from the Company. Communications from us and our affiliated companies may include but are not limited to: communications related to one of our offerings, communications related to product or industry developments in our newsletter, or communications to respond to your inquiries. If you opt in to receiving our marketing or promotional communications by email, you will have the ability to opt out of receiving such communications by following the unsubscribe instructions in the promotional email itself.

YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL EMAILS AS A CONDITION OF USING THE PLATFORM OR OUR SERVICES.

5. Consent and Authorization for Audio and/or Video Recording

By agreeing to this Agreement, you hereby grant irrevocable consent, authorization, and release to Company, its affiliates, representatives, agents, and assigns (collectively, the "Authorized Parties"), to record, reproduce, store, and utilize audio, video, and/or other forms of recording ("Recordings") of professional interactions under the following terms and conditions:

The Recordings may encompass any and all verbal, non-verbal, and visual communications occurring during interactions with Advocates, Providers, and clinical staff in the course of providing the Advocacy Services. Recordings may include identifiable client information, subject to compliance with applicable laws and regulations, including the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended. The Recordings may be used for any purpose deemed appropriate by the Authorized Parties, including but not limited to quality assurance, training, legal compliance, documentation, and research, provided that any use of the Recordings shall comply with all applicable federal, state, and local laws.

You acknowledge and understand that the Recordings may be disclosed to authorized individuals, organizations, or entities, including but not limited to clients, regulatory bodies, legal representatives, or other stakeholders, as required or permitted by law.

You hereby waive, release, and forever discharge the Authorized Parties from any and all claims, liabilities, or causes of action arising directly or indirectly from the creation, use, storage, dissemination, or destruction of the Recordings, except in cases of gross negligence or willful misconduct by the Authorized Parties. This consent and authorization shall remain valid and enforceable unless and until revoked in writing, provided that any revocation shall not affect the legality of any Recording made or utilized prior to receipt of such revocation.

6. Account Registration

Registering Your Account

In order to access the Services, you may be required to register an account on the Platform ("Account").

Registration Data

In registering an Account on the Services, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.

Your Account

Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Company. You are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. You may not share your Account or password with anyone, and you agree to notify the Company immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, incomplete, or not current, or Company has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete, or not current, Company has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. Company reserves the right to remove or reclaim any usernames at any time and for any reason.

7. Platform Eligibility

To be eligible to use the Platform, you represent, warrant, and covenant that you:

• Are eighteen (18) years of age or older — the Platform is not intended for use by anyone under the age of eighteen (18) years old;

• Have full power and authority to enter into this Agreement and to be bound by this Agreement;

• Will not violate any other agreement to which you are a party by agreeing to this Agreement;

• Are not restricted from using the Platform in any way or for any reason;

• Are not using the Platform for reasons that are in competition with or adverse to Company; and

• Will only maintain one account at any given time.

8. Usage Restrictions and Prohibited Uses

Your Responsibilities

You represent, warrant, and covenant that at all times you will: (A) Be solely responsible for your online and offline interactions with other Users; (B) Not submit to or transmit through the Platform personal and/or confidential information that is not intended to be seen by others; (C) Comply with all applicable laws, rules, and regulations including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and applicable regulatory requirements; (D) Provide accurate information in your profile and as a part of any Engagement posting, and update such information as necessary; (E) Comply with notices sent by us concerning the Platform and our operation thereof; (F) Use the Platform in an honest, respectful, and professional manner; (G) Use the Platform solely for permitted purposes as it is intended to be used; and (H) Not offer or solicit Users to transact off Platform or transact with Users off Platform.

Prohibited Uses

In connection with your use of the Platform, you represent, warrant, and covenant that at all times you shall not:

• License, sell, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit the Platform or any portion thereof;

• Frame or utilize framing techniques to enclose any logo of Company, or any other portion of the Platform;

• Use any metatags or other "hidden text" using Company's name;

• Modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Platform except to the extent expressly prohibited by applicable law;

• Copy, reproduce, distribute, republish, download, display, post, or transmit any part of the Platform in any form or by any means, except as expressly stated herein;

• Remove or destroy any copyright notices or other proprietary markings contained on or in the Platform;

• Send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages;

• Impersonate any person or entity in connection with your use of the Services;

• Interfere with or attempt to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement;

• Provide false, misleading, or inaccurate information to Company, Baba Companion, or any Advocate or Provider;

• Attempt to probe, scan, or test the vulnerability of the Platform or any associated system or network;

• Intentionally or unintentionally violate any applicable law;

• Attempt to gain unauthorized access to the Services, whether through password mining or any other means;

• Use or attempt to use Baba Companion for the diagnosis of disease or other conditions, in the cure, mitigation, treatment, or prevention of disease, or to otherwise use Baba for the purpose of obtaining healthcare advice, including emergency medical care;

• Use manual or automated software, devices, scripts, robots, or other means or processes to access, "scrape," "crawl," or "spider" any pages that are part of the Platform;

• Collect, use, or transfer any information including, without limitation, personally identifiable information obtained from the Platform except as expressly permitted in this Agreement;

• Harass, abuse, or harm another person including, without limitation, sending unwelcome communications to others using the Platform;

• Offer or solicit Users to transact off Platform or transact with Users off Platform; or

• Attempt to engage in or engage in any potentially harmful acts that are directed against the Services, including but not limited to introducing viruses, worms, or similar harmful code into the Platform, or interfering or attempting to interfere with use of the Platform by any other user, host, or network.

  
  

Any future release, update, or other addition to the Services shall be subject to this Agreement. Company, its suppliers, and service providers reserve all rights not granted in this Agreement. Any unauthorized use of the Services terminates the licenses granted by Company pursuant to this Agreement.

9. Community Guidelines

THE BABA COMPANION IS DESIGNED FOR YOU TO HAVE CONVERSATIONS WITH BABA AS YOUR AI COMPANION AND FRIEND.

As a condition of use, you agree not to make available any content or take any action using Baba Companion that:

• May constitute, contribute to, depict, or encourage a crime, illegal or terrorist activity, or a violation or infringement of any third party's rights;

• Is unlawful, harmful, threatening, abusive, harassing, inflammatory, defamatory, libelous, discriminatory, deceptive, fraudulent, invasive of another's privacy, tortious, offensive, vulgar, hateful, or is racially, ethnically, or otherwise objectionable;

• Contains adult content, including obscene, pornographic, and/or sexual terms, or profanity;

• May create a risk of, glorify, encourage, or threaten violence, harm, physical or mental injury, emotional distress, death, disability, disfigurement, self-harm, or any other loss or damage to you or any other person or to any animal or to any property;

• Exploits political agendas or "hot button" issues for commercial use, or that contains hate speech;

• You do not have the right to make available under any law or under contractual or fiduciary relationships; or

• Harms minors in any way, or solicits or otherwise attempts to gain any information from a minor.

  
  

10. Content and Intellectual Property

User Responsibility for Content

You acknowledge that all content on the Services is the sole responsibility of the party from whom such content originated. This means that you, and not Company, are entirely responsible for all statements you make or information you otherwise submit or make available ("Make Available") to Baba Companion, to Advocates, to Providers, or otherwise to or through the Services (collectively, "Your Content").

Use of AI

Our Services utilize certain artificial intelligence and deep learning platforms, algorithms, and models ("Models") to generate certain questions, responses, comments, and statements (collectively, "Baba Contributions") based on the questions, comments, and responses made by you to Baba Companion in Conversations, including in previous Conversations you have had with Baba ("Your Contributions"). You acknowledge that certain of the Baba Contributions are based on Your Contributions, as well as Models and information, and that the Company has no control over any such Your Contributions, Models, or information. Accordingly, all Baba Contributions are provided "as is" and with "all faults" and the Company makes no representations or warranties of any kind or nature with respect to any Baba Contributions, including any warranties of accuracy, completeness, truthfulness, timeliness, or suitability. You are solely responsible for your use of or reliance on any such Baba Contributions, and you assume all risks associated with your use of or reliance on your Baba Contributions.

BECAUSE BABA UTILIZES ARTIFICIAL INTELLIGENCE TO COMMUNICATE WITH YOU, BABA COMPANION MAY PROVIDE INFORMATION THAT IS AN INACCURATE OR INAPPROPRIATE RESPONSE TO YOUR REQUESTS OR OTHER PROMPTS. YOU AGREE THAT COMPANY WILL NOT BE HELD LIABLE TO YOU OR ANY THIRD PARTY FOR BABA PROVIDING SUCH INACCURATE OR INAPPROPRIATE INFORMATION TO YOU.

License to Your Content

By submitting to or transmitting through the Platform any content including, without limitation, messages, information, data, text, images, or any other materials ("Content"), you hereby grant Company a royalty-free, perpetual, irrevocable, non-exclusive, fully paid, transferable right and license to use, reproduce, modify, adapt, publish, distribute, translate, communicate to the public, create derivative works from, distribute, perform, and display such Content (in whole or part) worldwide, or to incorporate it in other works in any form, media, or technology now known or later developed, for the purposes of operating, providing, and improving the Services. In addition, you represent and warrant that you have waived all so-called "moral rights" in the Content.

No Obligation to Pre-Screen Content

Company may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Services and/or content available thereon, including Your Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation your discussions with Baba Companion or with Advocates or with Providers through the Platform.

Ownership

Except with respect to Your Content, you agree that Company and its suppliers own all rights, title, and interest in the Services, and all intellectual property underlying or used in connection with the Services, including without limitation any Models, as well as the intellectual property rights thereto. You will not remove, alter, or obscure any service mark or other proprietary rights notices incorporated in or accompanying any of the Services.

Third-Party Websites

The Platform may link to websites and/or applications operated by third parties ("Third-Party Websites"). Company does not control Third-Party Websites and is not responsible for them, their availability, their content, or any viruses that may be accessed through them. The inclusion of hyperlinks or other connections to Third-Party Websites does not imply any endorsement of them or any association with their owners or operators.

DMCA Claims

If you believe, in good faith, that any materials on the Platform infringe upon your copyrights, please send the following information to Company's Copyright Agent at: Baba Care, Inc., help@callbaba.com: (A) A description of the copyrighted work that you claim has been infringed; (B) Your name, address, telephone number, and email address; (C) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (D) A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (E) An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

11. Payment

Advocacy Services Payment

Advocates and Providers are paid for Engagements solely through third-party payors, including Medicare, Medicare Advantage, and other applicable insurance programs. Clients do not make out-of-pocket payments to Advocates or Providers through the Platform for the Advocacy Services, with the exception of co-pays where appropriate.

Third-Party Service Provider

Company uses Stripe, Inc. and its affiliates as its third-party service provider for payment services ("Third-Party Service Provider"). If you make a purchase on the Service, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Service Provider. You agree to be bound by Stripe's Privacy Policy and its Terms of Service and hereby consent and authorize the Company and Stripe to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent required to complete your transactions.

Subscriptions

If you purchase access to certain features, such as Baba Companion, and functionality of the Services on a time-limited basis (a "Subscription"), the fee for such Subscription ("Service Subscription Fee") will be billed at the start of the Subscription and at regular intervals ("Subscription Term") in accordance with your elections at the time of purchase. The Company reserves the right to change Subscription pricing at any time. If changes to the Subscription price occur that impact your Subscription, Company will use commercially reasonable efforts to notify you.

Automatic Renewal

If you elect to purchase a Subscription, your Subscription will continue and automatically renew at Company's then-current price until terminated in accordance with this Agreement. By subscribing, you authorize the Company to charge the payment method designated in your Account now, and again at the beginning of any subsequent Subscription Term. Upon renewal of your Subscription, if Company does not receive payment, (i) you shall pay all amounts due on your Account upon demand and/or (ii) you agree that Company may either terminate or suspend your Subscription and continue to attempt to charge your designated payment method until payment is received.

Cancellation and Refunds

You may cancel your Subscription by logging into your Account. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription Term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Service Subscription Fee paid for the then-current Subscription Term. Except as required by applicable law, all fees and other amounts paid in connection with the Services are non-refundable, non-cancellable, and non-creditable.

12. Indemnification

You agree to defend, indemnify, and hold Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a "Company Party" and collectively, the "Company Parties") harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following: (A) Your Content (including Your Contributions); (B) your use of, or inability to use, any of the Services; (C) your violation of this Agreement; (D) your violation of any rights of another party, including any other Users; (E) your violation of any applicable laws, rules, or regulations; or (F) the use of the Platform by any other person using your account. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. This provision does not require you to indemnify any of the Company Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation, or concealment, or suppression or omission of any material fact in connection with the Services. You agree that the provisions in this section will survive any termination of this Agreement and/or your access to the Services.

13. Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, CUSTOM, USAGE, MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. YOU HEREBY EXPRESSLY AGREE THAT USE OF THE PLATFORM IS AT YOUR SOLE AND EXCLUSIVE RISK. FURTHER, COMPANY DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM IS SECURE, ERROR-FREE, FREE FROM VIRUSES OR OTHER HARMFUL MATERIALS. THE COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION, OR CONDITION THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THAT DEFECTS WILL BE CORRECTED; OR (D) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

Medical Disclaimer

THE ADVOCACY SERVICES ARE MEDICAL IN NATURE AND MAY INVOLVE LICENSED HEALTHCARE PROFESSIONALS, INCLUDING NURSES, SOCIAL WORKERS, AND THERAPISTS, WHO PROVIDE CARE COORDINATION, INSURANCE ADVOCACY, AND RELATED CLINICAL SUPPORT SERVICES. THE ADVOCACY SERVICES ARE COVERED BY MEDICARE, MEDICARE ADVANTAGE, AND OTHER APPLICABLE INSURANCE PROGRAMS. THE SCOPE, LIMITATIONS, AND TERMS OF ANY CLINICAL SERVICES PROVIDED THROUGH THE ADVOCACY SERVICES, INCLUDING TELEHEALTH SERVICES, MAY BE FURTHER GOVERNED BY A SEPARATE CONSENT FORM PROVIDED TO YOU AT THE TIME SUCH SERVICES ARE INITIATED.

NOTWITHSTANDING THE FOREGOING, THE BABA COMPANION IS NOT A MEDICAL SERVICE. BABA IS AN ARTIFICIAL INTELLIGENCE-POWERED VOICE COMPANION DESIGNED FOR INFORMATIONAL AND COMPANIONSHIP PURPOSES ONLY. BABA DOES NOT PROVIDE MEDICAL, PSYCHOLOGICAL, OR OTHER CLINICAL ADVICE, DIAGNOSES, OR TREATMENT OF ANY KIND. BABA CONTRIBUTIONS ARE GENERATED BY ARTIFICIAL INTELLIGENCE AND ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ACCURACY, COMPLETENESS, OR SUITABILITY. YOU SHOULD NOT RELY ON BABA FOR ANY MEDICAL, PSYCHOLOGICAL, OR CLINICAL DECISIONS. THE BABA COMPANION IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT BY YOUR CARE TEAM, AND IS NOT INTENDED TO REPLACE THE ADVICE OR SERVICES OF A LICENSED OR OTHER TRAINED PROFESSIONAL.

REGARDLESS OF WHETHER YOU ARE USING THE ADVOCACY SERVICES OR THE BABA COMPANION, NEVER DISREGARD PROFESSIONAL MEDICAL OR CLINICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF INFORMATION OBTAINED THROUGH THE PLATFORM. THE SERVICES ARE NOT INTENDED FOR EMERGENCY USE. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911, CONTACT A CARE TEAM MEMBER, OR SEEK IMMEDIATE OR OTHER APPROPRIATE EMERGENCY ATTENTION. IF YOU ARE SUICIDAL OR ARE EXPERIENCING SUICIDAL THOUGHTS, IMMEDIATELY CALL THE NATIONAL SUICIDE PREVENTION LIFELINE AT 988.

14. Limitation of Liability

Disclaimer of Certain Damages

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT ON ANY THEORY OF LIABILITY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY'S NEGLIGENCE; OR FOR (II) ANY INJURY CAUSED BY A COMPANY PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

Cap on Liability

TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, THE COMPANY PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) FIVE HUNDRED DOLLARS ($500); OR (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY'S NEGLIGENCE; OR FOR (II) ANY INJURY CAUSED BY A COMPANY PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

Exclusion of Damages

CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Basis of the Bargain

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.

15. Release

TO THE EXTENT PERMITTED BY LAW, COMPANY HEREBY EXPRESSLY DISCLAIMS, AND YOU HEREBY EXPRESSLY RELEASE COMPANY FROM, ANY AND ALL DISPUTES FOR DAMAGES, INJURIES, LOSSES, AND LIABILITIES ASSOCIATED WITH THE FOLLOWING: (A) COMPANY'S NEGLIGENCE, GROSS NEGLIGENCE, AND WILLFUL ACTIONS AND INACTIONS; (B) THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE; (C) THAT ANY SERVICES OBTAINED THROUGH THE PLATFORM, INCLUDING THE ADVOCACY SERVICES, WILL BE RELIABLE, ACCURATE, SAFE, TIMELY, ERROR-FREE, OR COMPLETE; (D) THE INACCURACY, UNTIMELINESS, OR INCOMPLETENESS OF ANY CONTENT; (E) ANY MISSTATEMENTS OR MISREPRESENTATIONS; (F) THIRD-PARTY WEBSITES; (G) THE CONDUCT OF ANY USER OR ADVOCATE OR PROVIDER ONLINE OR OFFLINE; AND (H) ANY CONTENT THAT MAY BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED, OR USED BY OTHERS.

16. Term and Termination

Term

This Agreement commences on the date when you accept it and remains in full force and effect while you use the Services, unless terminated earlier in accordance with this Agreement.

Termination by Company

If you have breached any provision of this Agreement, or if Company is required to do so by law, Company has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Company's sole discretion and that Company shall not be liable to you or any third party for any termination of your use of the Services. Even after your suspension or removal, this Agreement will remain enforceable against you.

Termination by You

If you want to terminate this Agreement, you may do so by deleting your Account or by emailing us at help@callbaba.com. Upon deletion of your Account, your Subscription will be cancelled as of the date of Account deletion and you will not be entitled to a refund of any fees paid. If you delete your Account, all of Your Content, including your preferences, memories, and Conversations, will be permanently erased after seven (7) years and cannot be recovered. For the avoidance of doubt, Company reserves the right to retain any and all de-identified or aggregated data derived from any of the foregoing.

Effect of Termination

Upon termination or expiration of this Agreement for any reason, all licenses granted hereunder will immediately terminate. Your right to use the Services will automatically terminate immediately, and you understand that termination of the Services may involve deletion of Your Content. Company will not have any liability whatsoever to you for any suspension or termination. All provisions of this Agreement which by their nature should survive shall survive termination of Services, including without limitation, ownership provisions, licenses to Your Content, warranty disclaimers, indemnification, governing law, venue, and limitation of liability.

17. Arbitration Agreement

Please read this section (the "Arbitration Agreement") carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Applicability

Subject to the terms of this Arbitration Agreement, you and Company agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service, or this Agreement (each, a "Dispute") will be resolved by binding arbitration, rather than in court, except that: (i) you and Company may assert claims or seek relief in small claims court if such claims qualify; and (ii) you or Company may seek equitable relief in court for infringement or other misuse of intellectual property rights.

Informal Dispute Resolution

Before either party commences arbitration, you and Company will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute ("Informal Dispute Resolution Conference"). The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"), which shall occur within forty-five (45) days after the other party receives such Notice. Notice to Company should be sent by email to help@callbaba.com. Engaging in the Informal Dispute Resolution Conference is a condition precedent that must be fulfilled before commencing arbitration.

Waiver of Jury Trial

YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. YOU AND COMPANY ARE INSTEAD ELECTING THAT ALL DISPUTES SHALL BE RESOLVED BY ARBITRATION UNDER THIS ARBITRATION AGREEMENT. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS SUBJECT TO VERY LIMITED REVIEW.

Waiver of Class and Other Non-Individualized Relief

YOU AND COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE.

Rules and Forum

This Agreement evidences a transaction involving interstate commerce, and the Federal Arbitration Act, 9 U.S.C. Section 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement. The arbitration will be administered by the American Arbitration Association ("AAA"), in accordance with the Consumer Arbitration Rules ("AAA Rules") then in effect, except as modified by this section. The AAA Rules are available at www.adr.org.

Arbitrator

The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Delaware and will be selected by the parties from the AAA's roster. If the parties are unable to agree upon an arbitrator within thirty-five (35) days, the AAA will appoint the arbitrator in accordance with the AAA Rules.

Batch Arbitration

In the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Company by or with the assistance of the same law firm within a thirty (30) day period, the AAA shall administer the arbitration demands in batches of 100 Requests per batch, appoint one arbitrator for each batch, and provide for the resolution of each batch as a single consolidated arbitration. This provision shall in no way be interpreted as authorizing a class, collective, and/or mass arbitration or action of any kind.

30-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to help@callbaba.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out, all other parts of this Agreement will continue to apply to you.

18. General Provisions

Privacy Policy

Refer to the Baba Care Privacy Policy at callbaba.com/privacy-policy for information on how Company collects, stores, uses, and discloses information about you.

License

Subject to the terms and conditions set forth in this Agreement, Company grants you a nonexclusive, nontransferable, revocable license to access and use the Platform solely as intended. Rights not expressly granted to you in this Agreement are reserved by Company.

Assignment

This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company's prior written consent, and any attempted assignment in violation of the foregoing will be null and void. Company may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.

Force Majeure

Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

Governing Law; Venue

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Company agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Delaware.

THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT.

Notice

Where Company requires that you provide an email address, you are responsible for providing Company with your most current email address. Company's dispatch of email containing such notice will constitute effective notice. You may give notice to Company at: help@callbaba.com.

Necessary Equipment and Software

You must provide all equipment and software necessary to connect to the Services, including but not limited to a mobile device or landline telephone suitable to connect with Baba. You are solely responsible for any fees, including Internet connection or mobile or landline fees, that you incur when accessing the Services.

Waiver

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Severability

If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

Entire Agreement

This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. To the extent this Agreement conflicts with any applicable Customer Agreement with respect to us or the Care Entity, the Customer Agreement shall govern. The Agreement will inure to the benefit of Company, its successors, and assigns.