Terms of Service

Updated as of December 1, 2021

These Terms of Service (the “Terms”) constitute the entire agreement between You and On Demand Care Corp (“ONDECARE”). By clicking through the applicable interface on https://ondecare.com or the OndeCare app (collectively, the “Platform”),You acknowledge and accept these Terms and agree to be bound by them in connection with Your use of the Services (as defined in Section 1 below) and in connection with any engagement (“Engagement”) of any duration between an OndeCare Client and OndeCare Caregiver. Throughout these Terms, the words “We,” “Our,” “Ours,” or “Us” shall refer to ONDECARE, and “You,” Your,” and “Yours” shall refer to each Client, Caregiver, and Care Recipient who accepts these Terms, and any Temporary User, regardless of whether the Temporary User accepts these Terms, including You. An OndeCare Client (“Client”) is anyone who accepts these Terms to use the Platform to arrange in-home care for him or herself, for his or her family members, or for any other person in his or her custody and care. An OndeCare Caregiver (“Caregiver”) is anyone who accepts these Terms to use the Platform to obtain from a Client work as an independent in-home caregiver. An OndeCare Care Recipient is the specific person or persons who receive Care (as defined in Section 1 below) from a Caregiver. A Temporary User (“Temporary User”) is anyone who accesses the Platform, but does not register on the Platform or affirmatively accepts these Terms. By accessing the Platform as a Temporary User, you acknowledge and accept Sections 2, 4, 5, 10, 11, 12, 13, 14, 16, 17, 20, and 21 of these Terms and agree to be bound by them in connection with Your use of the Platform.

1. Nature of the Services

ONDECARE hosts and manages the Platform to match Clients to Caregivers and Caregivers to Clients. In exchange for Service Fees (as defined in Section 4 below), We provide the following services (collectively, the “Services”): arrange third-party background checks for Clients and Caregivers, verify Caregiver certifications and check Caregiver references, and provide access to technology that assists Clients and Caregivers in arranging non-medical care solutions for infants, children, those with different abilities, seniors, and anyone else who may need in-home care. Caregivers who use the Platform are “Personal Attendants” who provide non-medical care solutions for infants, children, those with different abilities, seniors, and anyone else who may need in-home care (“Care”) for a specific Care Recipient or Care Recipients. “Care” may include “nonmedical home health services” that must be performed by a Caregiver that is licensed under Chapter 3740 of the Ohio Revised Code. To the extent that the licensure requirements under Chapter 3740 of the Ohio Revised Code to do not apply to a Caregiver and the specific Care that the Caregiver provides, an unlicensed Caregiver may use the Platform to provide that Care to Care Recipients, provided that, the Caregiver does not provide any Care that constitutes “direct care” or “nonmedical home health services,” as those terms are defined in Section 3740.01 of the Ohio Revised Code. By arranging an Engagement, You agree that the Caregiver will not spend more than twenty percent (20%) of his or her time during that Engagement performing activities that are not directly related to Care for the Care Recipient. Work that is not directly related to care for the Care Recipient includes the performance of services primarily for the benefit of other members of the household. Although Caregivers may agree with a Client to perform light housekeeping for the benefit of a Care Recipient, they are not housecleaners. Clients agree that they will not ask Caregivers to perform housework in parts of the house not used by the Care Recipient, or to undertake any heavy-duty housework, such as scrubbing floors, washing windows, moving furniture, or yard work. If transportation is necessary for any Caregiver Engagement, the Caregiver and Client are responsible for obtaining appropriate insurance, including any additional driver coverage or excess liability coverage, for their respective vehicles. While Clients and Caregivers may choose to agree to arrange for transportation as part of an Engagement, they do so at their own risk. ONDECARE’s Platform is not a ridesharing app and the Services do not include transportation.

ONDECARE is not a health care provider and the Services do not include health care of any kind, and no part of the Services Fees (defined below) are for health care services. We expressly advise all Clients to consult a physician or other appropriately trained professional for any physical or mental health concerns. We also expressly advise all Caregivers to refrain from offering medical advice or administering any kind of care that requires a medical or other professional licensure; however, if a Caregiver has a license to perform “nonmedical home health services” under Chapter 3740 of the Ohio Revised Code, then the Caregiver may provide “nonmedical home health services” to Care Recipients. Caregivers agree that they will not dispense or administer medications under any circumstances. At a Client’s direction and in accordance with a Client’s instructions, Caregivers may remind Care Recipients to take medication or assist Care Recipients in administering their own medications. Caregivers also agree that they will not take or interpret vital signs. At the Client’s direction, however, Caregivers may assist a Care Recipient with the use of home instruments for monitoring or detecting health data, such as blood pressure, temperature, or heart rate. Caregivers do not care for wounds or perform any other task that requires skin penetration, such as injections or skin-prick blood tests, and they acknowledge and agree that they will not do so as part of any Engagement, including when the Client requests or directs them to do so.

ONDECARE does not perform or manage the performance of any Care; it provides a Platform for procuring Care, as well as support for Caregivers and Clients using the Platform. All Care is managed or otherwise directed by the Client and/or Caregiver; all Care is performed by the Caregiver. As such, the Services do not include the Care provided by Caregivers.

During the course of providing the Services, We may collect information, including personal or medical information (e.g., information about eating habits, health conditions, sleep schedules, or personal disposition) about You and/or the Care Recipient, and we may transmit that information between Clients and Caregivers via the Platform. By providing this information to Us for use on the Platform, You agree to sharing it with Caregivers or Clients as may be applicable and You expressly acknowledge and agree that We are not responsible in any way for monitoring, moderating, or taking any other action with regard to any information that we may collect or observe. You also consent to Our use of such information as described in Our Privacy Policy, available at https://ondecare.com/privacy-policy, including but not limited to, the development of the Platform, the Services, or other services or products of ONDECARE.

2. Changes to These Terms

We may modify the Terms, including by introducing new or different charges for the use of the Platform and Services, by sending You notice of such modification, pursuant to Section 15 below. If You do not wish to be bound by the Terms as modified, then you must immediately discontinue using the Services and cancel any Engagements that You have scheduled via the Platform. Your continued use of the Platform and Services after You receive notice of their modification, including Your participation in any Engagemnet, shall confirm Your agreement to the modified Terms. You agree that ONDECARE may change or discontinue all or any part of the Platform or Services at any time, without notice.

3. Payment

To use the Platform and Services, You must keep a current credit or debit card on file with Us at all times. Should You fail to do so, We may prohibit Your access to the Platform and prevent You from posting on the Platform or from otherwise using the Services, and We may cancel any or all of Your future Engagements. You authorize Us to charge your card for the Services and Care that you order (“Service Fees”). All Service Fees for Care rendered will be charged immediately upon completion of each scheduled Engagement. You grant Us the right to place a hold on Your credit card for an ordered or completed Engagement. You agree that we may charge Your payment method for verification and preauthorization purposes and You agree to bear any additional charges that Your bank or other financial service provider may levy on You. We use third-party services to process credit card information.

4. Non-Circumvention and Liquidated Damages in the Event of Circumvention.

We invest significant resources in recruiting, vetting, and training Caregivers and in providing them with support and resources for establishing their own Care businesses. Accordingly, You agree not to circumvent any Caregiver or Client’s agreement with ONDECARE, and You further agree that during any time in which You are an active user of the Platform (an “Active User”) and for one year after You discontinue Your use of the Platform, You will pay to ONDECARE, as liquidated damages and not as a penalty, a $10,000 fee for each Caregiver that You hire, employ or otherwise retain, when such Caregiver has him or herself been an Active User of the Platform within a prior 12 months. An Active User is any Client or Caregiver who has accessed the Platform and posted on it during the 12-month period preceding the hiring or employment of the Caregiver(s) at issue. Hiring, employing, or otherwise retaining a Caregiver to provide additional Care or other services “on the side” while still providing Care through use of the Platform shall also violate the non-circumvention provisions in this paragraph. You acknowledge that any hiring, employing, or retention of a Caregiver in violation of these non-circumvention provisions in this paragraph shall immediately terminate Your access to the Platform and Services and immediately terminate any rights that You may have under these Terms. Nothing in this Section shall be construed to prevent or preclude a Caregiver or Client from entering into any agreement to provide in-home care services for any person in any household that does not include a Care Recipient or Client.

5. Non-Solicitation

For so long as You are an Active User of the Platform and for 18 months after You discontinue Your use of the Platform (the “Restrictive Period”), You agree that You will not, on Your own behalf or on behalf of any other person or entity, directly or indirectly solicit or contact, or attempt to solicit or contract, using any form of oral, written, or electronic communication, any other Active User with regard to providing Care via a competing platform of any kind. You also agree, for the duration of the Restrictive Period, that You will not, on Your own behalf or on behalf of any other person or entity, directly or indirectly solicit or contact, or attempt to solicit or contract, using any form of oral, written, or electronic communication, any other Active User with regard to the provision or receipt of Care or to the arrangement of any Engagement for such Care, unless such solicitation or contract occurs via the Platform and in accordance with these Terms. General advertisements, job notices, and similar publications shall not be construed as improper solicitation or contact.

6. Cancellation of Engagements and Back-Up Support

You may cancel any Engagement at any time, subject to the following terms and conditions.

7. Emergencies During an Engagement

Regardless of whether they have CPR, First Aid, or other training in immediate or temporary care, or medical training, Caregivers do not agree to provide emergency care of any kind and do not assume responsibility for providing emergency care as part of any Engagement. If a Caregiver determines, in his or her discretion, to render emergency care of any kind to a Care Recipient or member of the Care Recipient’s family or household, he or she does so solely as a “good Samaritan” and subject to the projection of all applicable “good Samaritan” laws. Just as they do not include medical care of any kind, the Services do not include emergency care, and no part of the Service Fees constitute compensation for such care.

8. Safety

Clients must ensure a safe and secure working environment for Caregivers and maintain the safety and security of the working environment throughout each Engagement. To carry out this obligation, Clients must, among other things, immediately repair or otherwise make safe any area or portion of their home that creates a potential risk of bodily injury or accident; remove or properly store hazardous materials; and obtain necessary insurance for their home and automobile. If necessary, Caregivers may terminate an Engagement due to conditions that directly affect their or the Care Recipient’s safety. If a Caregiver becomes aware of violence or abuse affecting the Care Recipient, the Caregiver may be required by law to report that abuse to law enforcement.

Caregivers must also ensure the safety and security of the working environment. Caregiver may not, without specific authorization in writing from the Client, invite or otherwise welcome any third-party into a Client or Care Recipient’s home, and they must perform Care and any agreed upon tasks as a reasonably prudent person of similar skill and background would. If a Caregiver uses a vehicle in conjunction with providing Care for a Client, the Caregiver must maintain necessary insurance for that vehicle.

You agree that ONDECARE shall have the right, but not the obligation, to verify Your insurance or Your rectification of any safety issue affecting the working environment, and that ONDECARE may suspend or terminate Your access to the Platform or Services based on a lack of adequate insurance or other issues that may risk the safety of Clients, Caregivers, or Care Recipients.

9. Criminal Screenings

By registering on the Platform as a Caregiver or Client and using the Services, you hereby acknowledge and agree that ONDECARE has the right, but not the obligation, to provide your personal information to a third-party consumer reporting agency at any time and on a temporary or ongoing basis to obtain a periodic background screening (“Membership Screening”). The purpose of a Membership Screening is to protecting the safety and integrity of the Platform and the safety of Clients and Caregivers. With regard to certain Caregivers, ONDECARE may be considered to be requiring the Membership Screening for employment purposes under the Fair Credit Reporting Act (the “FCRA”). You agree that We may order a Membership Screening if and when We deem necessary, including when You register for the Platform and at any time thereafter as You use the Services, including when you order or authorize a criminal background check (“Background Check”).

A Membership Screening may be regulated by FCRA, and the background reports resulting from this part of the Services may be considered a “consumer report” under the FCRA.

You understand and agree that ONDECARE may review the information in a Membership Screening and that ONDECARE retains the right to terminate Your registration for the Platform and Services based on information that it may receives as a result, even if such information is or was incorrect, incomplete, or subsequently changed or subsequently corrected. If We terminate Your membership or access to the Platform on the basis of information in a Membership Screening or Background Check, we will notify you and provide you the name and contact information of the third-party consumer reporting agency or criminal background checking firm that created the report. We will also provide you access to a copy of the report unless you have already received access to it. You hereby represent, understand and expressly agree that ONDECARE does not control, or assume any responsibility for, the quality, accuracy, or reliability of the information included in these any Membership Screening or Background Check. Furthermore, You agree that You will address any inaccuracy in these checks by contacting the firm which completed the check (and not by contacting ONDECARE) and that You will comply with any and all processes and procedures that the firm requires for correcting such errors. Notwithstanding this, You agree that We have no obligation to reinstate Your if we suspend or terminate Your access to the Platform and Services, even if the information that formed the basis for Your termination or suspension is subsequently changed or corrected.

BY AGREEING TO THESE TERMS AND USING THE PLATFORM, AND WITH ANY AND ALL APPLICABLE AUTHORIZATIONS, YOU AGREE TO ALLOW ONDECARE TO PERFORM THESE MEMBERSHIP SCREENINGS AND BACKGROUND CHECKS FOR THE PURPOSES DESCRIBED ABOVE. IF YOU DO NOT WANT THESE MEMBERSHIP SCREENINGS AND BACKGROUND CHECKS TO OCCUR, YOU SHOULD NOT USE THE PLATFORM FOR SERVICES.

10 Intellectual Property Rights.

The Platform and its contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Us, Our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You must not reproduce, distribute, modify, republish, store, or transmit any of the material on our Platform for purposes of commercial gain. You must not modify copies of any materials from this Platform or delete or alter any copyright, trademark, or other proprietary rights notcies from copies of materials from this site. Any use of the Platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

The ONDECARE name, the ONDECARE logo, and all related names, logos, product and services names, designs, and slogans are trademarks of ONDECARE or its affiliates or licensors. You must not use such marks without Our prior written permission. All other names, logos, products and service names, designs, and slogans on this Platform are the trademarks of their respective owners.

11. Disclosure Obligations; Privacy and Confidentiality Protections.

To facilitate Your use of the Platform and Services, You will submit information, including private personal information (“Personal Information”), about Yourself and/or about the Care Recipient. Whether You are a Client or a Caregiver, this Personal Information must be correct, complete, and up-to-date, and You acknowledge and agree that ONDECARE may suspend or terminate Your access to the Platform or Services if you make any misrepresentation on the Platform, regardless of its materiality, and if You fail to complete, correct, or update any information that is incomplete, incorrect, or out of date. “Personal Information” includes but is not limited information about background, qualifications, and experience, relevant facts about You and/or the Care Recipient, such as age, home address, and mobile number, and private details about You and/or the Care Recipient’s physical, emotional, and caregiving needs, including, in some instances, information such as medical diagnoses, prescription information, and doctor’s instructions. By accepting these Terms, You authorize Us to share Your information with Clients and Caregivers who may seek to arrange an Engagement via the Platform, and You also authorize those Clients and Caregivers to share that information with third-parties necessary for performing Care, such as family members of members of the Care Recipient’s medical team. We do not share Your Personal Information with Third Parties, except as set forth in Our Privacy Policy at https://ondecare.com/privacy-policy. Please refer to our Privacy Policy for information on how we collect, use, and disclose information that we obtain via the Platform.

12. Communication; Client Complaints

13. Assumption of Risk; Disclaimer of Warranty; Limitation of Liability

14. Governing Law

These Terms and any action related thereto will be governed by the laws of the State of Ohio without regard to its conflict of laws provisions. If a legal action of any kind is permitted under these Terms, the parties consent to bring such action exclusively in Cuyahoga County, Ohio.

15. Notice

We may give notice by means of a general notice on the Platform, via electronic mail to an email address that You have provided to us, or by written communication sent via FedEx to the address You provided us via thet Platform. You may give notice to us at any time via FedEx to On Demand Care Corp, LLC, 34 South Main Street, Chagrin Falls, OH 44022, or by electronic mail to support@OndeCare.com. Notice shall be deemed to have been given upon the expiration of 48 hours after transmission. You are responsible for keeping the Platform up to date on your current email address. Any notice OndeCare sends by means of the latest email address provided to the Platform shall be deemed to have been given upon the expiration of the 48-hour time period refereneced above after transmission to the latest email address You have provided to the Platform.

16. Assignment; No Waiver; Non-Severability; Your Acts and Omissions.

We may assign these Terms without consent to: (i) a subsidiary or affiliate; (ii) an acquirer of our equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Our abstention from or delay in enforcing any right of Ours under these Terms shall in no way be deemed a waiver or modification of these Terms. Except as provided in Section 17 “Agreement to Arbitrate; Dispute Resolution” if any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. If Our performance of our obligations under these Terms is prevented, delayed, or in any way hindered by Your act or omission, You agree that We shall not be deemed liable for any costs, charges, or losses sustained or incurred by You as a result, whether those costs, charges, or losses arise directly or indirectly.

17. Force Majuere

Neither You, nor Us, shall be liable or responsible, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any Terms (except for any payment obligations hereunder), when and to the extent such a failure or delay is caused by or results from acts byond the impacted party’s reasonable control, including, without limitation, acts of God, flood, fire, earthquake, and other natural or environmental disasters and castrophes, such as chemical spills, disease outbreaks, biohazards, and pandemics, power outages, utility failures, denials of service, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; governmental action, including orders, laws, and exercises of emergency powers, embargos, blockades, market shutdowns, national or regional emergencies, strikes, labor stoppages, or other industrial disturbances, or other similar events beyond reasonable control. You and ONDECARE both agree that if such a force majeure event occurs, You and ONDECARE will use diligent efforts to minimize the effect of such an event as much as reasonably possible under the circumstances and You and ONDECARE will, to the fullest extent practicable, resume the performance of obligations under these Terms as soon as reasonably practicable after the removal of the cause.

18. Agreement to Arbitrate; Dispute Resolution

a.	In the event of any dispute, controversy, or claim arising out of or related to these Terms, the Platform, or the Services, or in the event of any breach or termination of this Your access to and/or use of the Services, or in the event of alleged violation of any federal, state, or local statute, regulation, common law, or public policy, whether sounding in contract, tort, or statute, but excluding (1) matters that can be brought in a small claims court; (2) any legal, declaratory, or equitable action to preserve the status quo or to prevent irreparable injury, You and ONDECARE agree that the parties will, within five days of the receipt of written notice of such a dispute, engage in face-to-face negotiations in an attempt to resolve the dispute and shall, upon failing to negotiate a resolution, choose a mutually agreeable third-party neutral, who shall mediate the dispute between the parties. Mediation shall be non-binding and shall be confidential. The parties shall refrain from court action and arbitration proceedings during the mediation process insofar as they can do so without prejudicing their legal rights. The parties shall participate in good faith in accordance with the recommendations of the mediator and shall follow the procedures for mediation as suggested by the mediator. All expenses of mediation except expenses of the individual parties, shall be shared equally by the parties. Each party shall be represented in the mediation by a person with authority to settle the dispute.
b.	If the parties are unable to resolve the dispute within 30 days of initiating mediation, each party agrees to submit any and all disputes arising from or relating to this Agreement to the American Arbitration Association (“AAA”) for binding arbitration.  The Arbitration proceedings shall be held in Cuyahoga County, Ohio before a single arbitrator, in accordance with the AAA Commercial Rules of dispute resolution, which are available here: https://adr.org/rules. Any arbitral award determination shall be final and binding upon the parties. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction. ARBITRATION SHALL PROCEED ONLY ON AN INDIVIDUAL BASIS. THE PARTIES WAIVE ALL RIGHTS TO HAVE THEIR DISPUTES HEARD OR DECIDED BY A JURY OR IN A COURT TRIAL AND THE RIGHT TO PURSUE ANY CLASS OR COLLECTIVE CLAIMS AGAINST EACH OTHER IN COURT, ARBITRATION, OR ANY OTHER PROCEEDING.  EACH PARTY SHALL ONLY SUBMIT THEIR OWN INDIVIDUAL CLAIMS AND/OR COUNTERCLAIMS AGAINST THE OTHER AND WILL NOT SEEK TO REPRESENT THE INTERESTS OF ANY OTHER PERSON. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of any dispute between the Parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction.
c.	Notwithstanding anything else in these Terms, if We change this “Agreement to Arbitrate; Dispute Resolution” section after the date You first accepted these Terms (or accepted any subsequent changes to these Terms), You may reject any such change by sending us written notice (including by email to support@ondecare.com) within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of Our email to You notifying You of such change. By rejecting any change, You are agreeing that you will arbitrate any dispute between you and us in accordance with the provisions of this "Agreement to Arbitrate; Dispute Resolution" section as of the date You first accepted these Terms (or accepted any subsequent changes to these Terms).
d.	If You do not wish to resolve Disputes via arbitration in accordance with this Section, You may notify us by sending an email to support@ondecare.com within 30 days of the date upon which You first agreed to these Terms.

19. Legal Authority

These Terms are binding between Us and You, on behalf of Yourself and, if You are not the Care Recipient, they are also binding upon the Care Recipient. Accordingly, You represent that You are of the age of legal majority or older and that You have full authority to bind the Care Recipient and Yourself (if You are not the same person) to these Terms. You also agree that You will provide us with evidence of any necessary authority upon request, and that in the event You lack authority to bind the Care Recipient and ONDECARE has acted in reliance on Your representation of authority, You will indemnify ONDECARE, to the fullest extent of the law, for any damages or injuries that may result from Your misrepresentation of Your authority.

20. Entire Agreement

These Terms are the only terms that govern the provision of the Services by ONDECARE and they comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and any other agreement between You and ONDECARE, these Terms shall control.

21. Termination

You may end your legal agreement with Us and terminate these Terms at any time by formally deactivating Your account and discontinuing Your use of the Platform and Services in Your account settings.

ONDECARE may suspend or terminate your account at any time and for any reason or for no reason whatsoever, and it may cease to provide You Services or access to the Platform in whole or in part at any time and for any reason or no reason. The following shall be automatic grounds for terminating You account and access to the Platform and Services: (1) Your unlawful conduct, or attempted unlawful conduct; (2) Your creation of any possible legal exposure for ONDECARE; (3) if it is not commercially reasonable or commercially viable for ONDECARE to provide You with access to the Platform and Services; and (4) Your violation of these Terms. ONDECARE will make reasonable efforts to provide You with Notice of Your termination. Upon Your termination, You will no longer have access to the Services or Platform and the Terms will no longer be effective, except for the applicable Terms in Sections 4, 5, 13, 14, 15, 16, and 18 above.