Terms of Service
Cypress Trio, LLC ("Cypress Trio") provides information for consumers regarding specific Assisted Living Facility, Residential Care Home, Alzheimer's or Memory Care Facility, Skilled Nursing Care Facility, Long Term Acute Care or Rehabilitation Facility, Respite Care Facility, Adult Day Care Facility, or a Continuing Care Retirement Community (the "Property Provider" or "Property Providers") and Home Health Agencies, Hospice Care Agencies, Private Duty Care at Home or other such services the ("Service Provider" or "Service Providers") as well as information regarding products and services provided by vendors related to the care of the elderly and those who require assistance to manage their daily lives ("Vendor Services"). Property Providers, Service Providers and Vendors are collectively referred to as ("Content Providers").
Cypress Trio endeavors to provide You for FREE of any charges, transparent, comprehensive and unbiased quality information regarding the senior care and elder care industry. Information about all such facilities across the country are made available for easy search by Zip code, City, State, Property type and Service type. In an effort to achieve this goal, Cypress Trio seeks to provide a website where both information and opinions(reviews) can be freely expressed in a manner that is both accurate and respectful. In the event that any Member, Vendor, Property Provider or Service Provider violates Cypress Trio's underlying core values of respect and probity, Cypress Trio reserves the right, at its sole discretion to take any and all action to rectify any harmful, damaging, malicious, erroneous or offending comments, reviews, advertisements or other written or photographic media that appears on its site. Such actions could include temporary or permanent account bans, and/or the editing or deleting of any information that Cypress Trio deems unacceptable. Cypress Trio intends to keep its promise to be the leading provider of information and the best platform for the exchange of ideas regarding senior and elder care in a safe and balanced environment. These Property and products are reviewed and rated on a variety of criterion to allow you, the user ("You" or the "User"), the opportunity to read about the experiences other users have had with these Content Providers and to provide Your own reviews and ratings on the Content Providers You use.
Cypress Trio also operates certain products including, without limitation, Cypress Trio Monitoring Service ("CTMS"), whereby for a fee, Cypress Trio gathers resources and information weekly and monthly on a particular long term care provider selected by You, the consumer. CTMS is then delivered to you in a report that provides insightful data for your selected care provider. Such information includes both public and certain privately available information that is compiled using our proprietary technologies augmented by our research team. All properties, products and services described in this Section, or other which are otherwise listed on Cypress Trio at any time shall be defined herein as "Service" or "Services". Subscription for this service is 100% optional and will be appropriate only if you believe there is a need for monitoring a Property or a Service Provider on an ongoing basis. Your access to all contents available on the website is Free and is of no charge.
1. CONTACT WITH CONTENT PROVIDERS
2. MATERIALS YOU PROVIDE; ACCOUNT USE; PRIVACY; THIRD PARTY WEB SITES.
For materials you post or otherwise provide to Cypress Trio, LLC in connection with the Services (your "Submission"), you grant Cypress Trio, LLC an irrevocable, perpetual, royalty-free worldwide license to:
(a) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, prepare derivative works of or incorporate into other works, and translate your Submission, in connection with the Services or in any other media, and
3. PUBLICATION AND DISTRIBUTION OF CONTENT
Cypress Trio does not guarantee the accuracy, integrity, quality or appropriateness of any Content transmitted to or through the Service. You acknowledge that Cypress Trio simply acts as a passive conduit and an interactive information service provider for the publication and distribution of Content and for the publication and distribution of any content posted by Content Providers in response to Content ("Content Provider Content"). You understand that all Content and Content Provider Content posted on, transmitted through or linked through the Service, are the sole responsibility of the person from whom such Content originated. You understand that Cypress Trio does not control, and is not responsible for Content or Content Provider Content made available through the Service, and that by using the Service, You may be exposed to Content that is inaccurate, misleading, or offensive. You agree that You must evaluate and make Your own judgment, and bear all risks associated with, the use of any Content and Content Provider Content.
You further acknowledge that Cypress Trio has no obligation to screen, preview, monitor or approve any Content or Content Provider Content, or Content posted or submitted by any other Cypress Trio member or any Content Provider. However, Cypress Trio reserves the right to review and delete any Content that, in its sole judgment, violates the terms and conditions of this Agreement. By using the Service, You agree that it is solely YOUR RESPONSIBILITY to evaluate Your risks to bear associated with the use, accuracy, usefulness, completeness or appropriateness of any Content that You submit, receive, access, transmit or otherwise convey through the Service. Under no circumstances will Cypress Trio be liable in any way for any Content or Content Provider Content, including, but not limited to, any Content or Content Provider Content that contains any errors, omissions, defamatory statements, or confidential or private information (including, but not limited to, health information) or for any loss or damage of any kind incurred as a result of the use of any Content or Content Provider Content submitted, accessed, transmitted or otherwise conveyed via the Service. You unconditionally waive the right to bring or assert any claim against Cypress Trio in perpetuity and in any jurisdiction relating to Content or Content Provider Content, and release Cypress Trio from any and all liability for or relating to any Content or Content Provider Content.
4. YOUR CONDUCT
In connection with Your use of the Service, You represent and warrant that You:
(a) are above the age of eighteen (18);
(b) will abide by the letter and spirit of the terms and conditions of this Agreement and all applicable local, state, national or international laws;
(c) will not submit any reviews that may be considered by Cypress Trio to be unlawful, harassing, libelous, abusive, threatening, obscene, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, invasive of another person's privacy or proprietary rights, or racially, ethnically or otherwise objectionable;
(d) will submit thorough and thoughtful reviews of the Content Providers You review (for example, submitting a review describing a service contractor as "He/She is great." without additional commentary is not a thorough and thoughtful review);
(e) will not submit reviews that comment on other users or the reviews of other users;
(f) will not impersonate, or attempt to impersonate, any other person, falsify contact information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with Cypress Trio, or otherwise attempt to mislead others as to the identity of the sender or the origin of a review or rating;
(g) will not submit reviews that are encrypted or that contain viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines that are intended to damage, interfere with, disrupt, impair, disable or otherwise overburden our Website;
(h) will not access, download or copy any information contained on our Website through artificial means (including but not limited to spiders, hacking devices, computer programs, bots or other such means);
(i) will not post non-local or otherwise irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;
(j) will not take any action that would undermine the review and rating process under the Service;
(k) will not attempt to gain unauthorized access to the Service, other user accounts, or other computer systems or networks connected to the Service;
(l) will not use the Service in any manner that infringes, misappropriates or violates any third party's rights, including, but not limited to, transmitting any material that may infringe, misappropriate or violate a third party's rights of publicity, contractual rights, fiduciary rights or intellectual property rights;
(m) will not use the Service in any way that could interfere with the rights of Cypress Trio or the rights of other users of the Service;
(n) have sufficient rights in and to all Content that You provide, transmit or otherwise convey to Cypress Trio in connection with the Service;
(o) agree not to re-sell or assign Your rights or obligations under this Agreement;
(p) will not reproduce, duplicate, copy, sell, re-sell or exploit any Content;
(q) will not access any Content for any commercial, educational or other purposes not related to Your personal purchasing decisions, the express written consent of Cypress Trio, which consent may be withheld by Cypress Trio in our discretion;
(r) grant us an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute the Content and to prepare derivative works of, or to incorporate such Content into other works, and to grant and to authorize sublicenses of the foregoing;
(s) agree not to create an account or use Cypress Trio services if Your account previously has been terminated by Cypress Trio or if You previously have been banned from using the services; and
(t) agree not to: (i) register for more than one account or register for an account on behalf of an individual other than yourself; (ii) impersonate any person or entity, including, but not limited to, Cypress Trio personnel, or falsely state or otherwise misrepresent Your affiliation with a person or entity; or (iii) advocate, encourage or assist any third party in doing any of the foregoing activities in this subsection.
The reviews and ratings that You provide do not reflect the views of Cypress Trio, its officers, managers, owners, employees, agents, designees or other users. In addition, Cypress Trio retains the right, in its sole discretion, to determine whether or not Your use of the Service is consistent with the terms and conditions of this Agreement. Cypress Trio may suspend, restrict or terminate Your use of the Service and to refuse any future use of all or portions of the Service if Your use breaches or fails to comply with any of the terms and conditions of this Agreement. Additionally, Cypress Trio may seek any and all other remedies available to it, including: (a) seeking injunctive relief with any court of competent jurisdiction to enjoin any breach or failure to comply with any of the terms and conditions of this Agreement; and/or (b) if damages are ascertainable, seeking damages relating to any breach or failure to comply with any of the terms and conditions of this Agreement.
5. WARRANTY DISCLAIMER
YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT CYPRESS TRIO ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, DELETION OF CONTENT OR FAILURE BY THE SERVICE. CYPRESS TRIO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (D) ANY CONTENT OR INFORMATION YOU PROVIDE OR CYPRESS TRIO COLLECTS WILL NOT BE DISCLOSED OR (E) ANY ERRORS IN ANY SERVICE WILL BE CORRECTED. YOU AGREE THAT USE OF THE SERVICE AND THE WEBSITE IS AT YOUR OWN RISK. IN SOME JURISDICTIONS, DISCLAIMERS OF IMPLIED WARRANTIES ARE NOT PERMITTED. IN SUCH JURISDICTIONS, SOME OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU AS THEY RELATE TO IMPLIED WARRANTIES.
6. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CYPRESS TRIO WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY DAMAGES (EVEN IF CYPRESS TRIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), AND/OR ATTORNEY'S FEES (WHETHER THEY ARE CATEGORIZED AS DAMAGES BY THE JURISDICTION IN WHICH THE CAUSE OF ACTION IS BROUGHT OR NOT) (COLLECTIVELY, "DAMAGES") RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICE; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICE; (E) STATEMENTS OR CONDUCT OF ANY CONTENT PROVIDERS OR OTHER THIRD PARTY THROUGH THE SERVICE; (F) ANY OTHER MATTER RELATING TO THE SERVICE; (G) ANY BREACH OF THIS AGREEMENT BY CYPRESS TRIO OR THE FAILURE OF CYPRESS TRIO TO PROVIDE THE SERVICE UNDER THIS AGREEMENT OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY CONTENT PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN SOME JURISDICTIONS, LIMITATIONS OF LIABILITY ARE NOT PERMITTED. IN SUCH JURISDICTIONS, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
YOU UNDERSTAND AND AGREE THAT YOUR UNLIMITED ACCESS TO THE CONTENT ON THE WEBSITE OR IN THE CTMS REPRESENTS A SUBSTANTIAL PORTION OF THE VALUE YOU RECEIVE FROM YOUR CYPRESS TRIO'S MEMBERSHIP FEE. THEREFORE, TO THE EXTENT CYPRESS TRIO IS FOUND LIABLE FOR ANYTHING RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICE, CYPRESS TRIO'S LIABILITY FOR DAMAGES WILL NOT EXCEED THE EQUIVALENT OF ONE (1) MONTH OF MEMBERSHIP FEES (IF MEMBERSHIP FEES ARE PAID ON AN OTHER THAN MONTHLY BASIS IT WILL BE THE PRORATED VALUE OF MEMBERSHIP FEES OVER A ONE (1) MONTH PERIOD).
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT CYPRESS TRIO CONTRACTS WITH A THIRD PARTY TO PROCESS YOUR PAYMENT OF MEMBERSHIP FEES TO CYPRESS TRIO THROUGH THE USE OF A CREDIT CARD (A "CREDIT CARD PROCESSOR"). YOU UNDERSTAND AND AGREE THAT NEITHER A CREDIT CARD PROCESSOR NOR ANY OTHER PARTY INVOLVED IN THE CREDIT CARD PROCESSING PROCESS FOR CYPRESS TRIO, INCLUDING, BUT NOT LIMITED TO, THE COMPANY ISSUING THE CREDIT CARD TO YOU AND THE MERCHANT BANK (COLLECTIVELY, THE "RELEASED PARTIES") SHALL BE LIABLE FOR ANY DAMAGES (AS DEFINED HEREIN AND SUBJECT TO THE LIMITATIONS SET FORTH IN THIS SECTION SUFFERED BY YOU AS A RESULT OF THE FAILURE OF CYPRESS TRIO TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY CYPRESS TRIO. YOU HEREBY RELEASE EACH OF THE RELEASED PARTIES FROM ANY AND ALL DAMAGES YOU MAY SUFFER AS A RESULT OF THE FAILURE OF CYPRESS TRIO TO PROVIDE SERVICES TO YOU UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT BY CYPRESS TRIO. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OF THE RELEASED PARTIES FOR ANY AND ALL DAMAGES IT MAY SUFFER AS A RESULT OF YOUR BREACH OF THIS SECTION. YOU HEREBY UNDERSTAND AND AGREE THAT CYPRESS TRIO SHALL BE SOLELY LIABLE FOR THE PAYMENT OF ANY DAMAGES TO YOU UNDER THIS AGREEMENT. IN THE EVENT THAT DAMAGES ARE AWARDED AND THE INDEMNIFICATION OR OTHER LANGUAGE EXCLUDING DAMAGES IS FOUND INAPPLICABLE, TO THE EXTENT CYPRESS TRIO IS FOUND LIABLE FOR ANYTHING RELATED TO CREDIT CARD PROCESSING OR THE USE OF THE SERVICE, CYPRESS TRIO'S LIABILITY FOR DAMAGES WILL NOT EXCEED THE EQUIVALENT OF ONE (1) MONTH OF MEMBERSHIP FEES (IF MEMBERSHIP FEES ARE PAID ON AN OTHER THAN MONTHLY BASIS IT WILL BE THE PRORATED VALUE OF MEMBERSHIP FEES OVER A ONE (1) MONTH PERIOD).
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS CYPRESS TRIO, ITS OFFICERS, MANAGERS, OWNERS, EMPLOYEES, AGENTS, DESIGNEES, USERS, SUCCESSORS, ASSIGNS, SERVICE PROVIDERS, CONTENT PROVIDERS AND SUPPLIERS FROM AND AGAINST ALL LOSSES, LIABILITIES, EXPENSES, DAMAGES, CLAIMS, DEMANDS AND COSTS, INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS DUE TO OR ARISING FROM: (A) ANY VIOLATION OF THIS AGREEMENT BY YOU; (B) THE INACCURATE OR UNTRUTHFUL CONTENT OR OTHER INFORMATION PROVIDED BY YOU TO CYPRESS TRIO OR THAT YOU SUBMIT, TRANSMIT OR OTHERWISE MAKE AVAILABLE THROUGH THE SERVICE; OR (C) ANY INTENTIONAL OR WILLFUL VIOLATION OF ANY RIGHTS OF ANOTHER OR HARM YOU MAY HAVE CAUSED TO ANOTHER. CYPRESS TRIO WILL HAVE SOLE CONTROL OF THE DEFENSE OF ANY SUCH DAMAGE OR CLAIM.
Cypress Trio, LLC's business is primarily funded through advertising. You understand and agree that the Services may include advertisements, and that these are necessary to support the provision of the Services. To help make the advertisements relevant and useful to you, Cypress Trio, LLC may serve advertisements based on the information we collect from you or in relation to your interaction on our site. Such information may include, but is not limited to:
b) areas of interest within senior care,
c) professional affiliation,
d) specific preferences regarding information provided,
e) financial position or information,
e) or any information provided or derivatives thereof.
9. CYPRESS TRIO IS NOT A REAL ESTATE BROKER OR AGENT FOR ANY PROPERTY PROVIDERS, SERVICE PROVIDERS OR VENDORS
Cypress Trio, LLC, is not a licensed real estate broker in any state. Cypress Trio, LLC does not act as a Property Provider or Service Provider for you or any other user. Cypress Trio, LLC does not sell, buy, or negotiate the rental, lease, purchase, sale, or exchange of real property or of items listed by the Property Providers or Service Providers. Further, Cypress Trio, LLC does not lease or rent, offer to lease or rent, or negotiate the lease of real property or otherwise aid or assist in the lease of real property or of items listed by the Property Providers, Service Providers or Vendors. Cypress Trio, LLC solely provides information regarding Property Providers, Service Providers and Vendors.
10. COMPLAINT RESOLUTION PROCESS
If You have a dispute with a Content Provider, You may request Cypress Trio's assistance in communicating with that Content Provider about Your desired resolution (the "Complaint Resolution Process" or the "CRP").
You may request to participate in the CRP through our Website or by contacting a customer care representative. You then will be requested to complete and return to Cypress Trio certain documentation relating to Your complaint. Shortly thereafter, a member of our Complaint Resolution Team will contact You to obtain additional information and understand Your desired resolution. The Complaint Resolution Team then will contact the Content Provider to explain Your complaint and desired resolution and to ask the Content Provider to respond in writing within a reasonable timeframe.
If the Content Provider agrees to Your desired resolution or supplies a counteroffer that You find acceptable, the case is considered resolved, Your review regarding the Content Provider will be removed, and You will have the opportunity to submit updated feedback about Your experience. If the Content Provider responds but does not resolve the matter as described above, Your feedback shall remain unchanged.
Your participation in the CRP is at Cypress Trio's sole discretion. We reserve the right to reject Your request to participate for any reason. By participating in the CRP, You consent to have Your complaint and a story about the circumstances relating to the CRP published in Cypress Monitor and online publications. For complaints involving health care providers, we may ask You to sign a HIPAA (Health Insurance Portability and Accountability Act) waiver to allow the Content Provider to discuss the issue with us.
The CRP is not a legal forum and Cypress Trio does not, at any time, become a party to Your dispute with the Content Provider. Cypress Trio is neither a mediator nor an arbitrator and does not provide legal advice or assistance. If You believe legal services are necessary or would be helpful to resolve Your dispute with a Content Provider, Cypress Trio encourages You to consult with an attorney. Cypress Trio does not guarantee that Your participation in the CRP will result in a satisfactory outcome or Your desired resolution. You agree that, by offering the CRP, Cypress Trio does not waive any of its disclaimers, limitations of liability, or any of the other rights expressed in this Agreement.
11. REGISTRATION INFORMATION
As a condition of Your use of the website Service, You agree to: (a) provide Cypress Trio with true, accurate, current and complete information as prompted by the Cypress Trio's registration forms, when registering for or using the Service; and (b) update and maintain the truthfulness, accuracy and completeness of such information.
12. MINIMUM AGE
You must be 18 years of age or older to use or register for Services.
13. USE VOID WHERE PROHIBITED
Membership in the Service is void where prohibited.
15. CTMS DESCRIPTION; SERVICE FEES AND BILLING METHODS; AUTOMATIC RENEWAL
(a) CTMS Brief Description. CTMS gathers resources and information weekly and monthly on a chosen long term care provider selected by You, the consumer. CTMS is then delivered to you in a report that provides insightful data for Your chosen care provider.
(b) Annual Payment Subscriptions. Cypress Trio operates CTMS on an annual subscription basis that is charged on a monthly basis. Cypress Trio will automatically renew Your Membership on the current terms and conditions that exist at the time of renewal (as such Membership Fee may be modified as provided above) using the credit card, debit card or other payment information on file with Cypress Trio. Each monthly renewal payment will take place on or about the monthly anniversary date of the date which You subscribed to CTMS. If Your credit card payment fails for any reason, we will attempt to process the payment again within five (5) business days. In the event that the card again fails to be accepted, your account will be suspended and placed in inactive status. Except as otherwise required by applicable law, You agree that Cypress Trio will not provide You with any notices prior to each monthly renewal payment.
(c) Membership Renewals. All existing Memberships will automatically be renewed at the current existing Membership Fee Rate (as such Membership Fee may be modified as provided above) on the anniversary of the expiration of the preceding twelve (12) month term and will include access to all purchased subscriptions unless You otherwise elect to cancel access to a particular subscription in accordance with the provisions set forth below.
(d) Canceling Your Subscription. If you decide to cancel Your subscription, in order to avoid renewal, Your cancellation request must be received by no later than 5:00 p.m. Eastern Time on the business day prior to Your scheduled renewal payment date. You may cancel Your subscription by contacting Cypress Trio by email at email@example.com or by first class certified mail at the notice address provided herein.
(e) CTMS Membership Fee. The Fee for an Annual Membership to CTMS, is ($9.99 per month).
Cypress Trio may, from time to time and in its sole discretion, allow certain Content Providers to offer products or services as incentives ("Incentives") on the Website or to a select group of Members or Users. Cypress Trio is neither the seller nor manufacturer of the Incentives and disclaims any and all liability and warranties of any kind relating to the Incentives, the use of the Incentives, and the tax implications of receiving the Incentives. You agree that You shall not bring any action against Cypress Trio relating in any way to the Incentives. In the event that an Incentive is lost, does not operate properly, or is otherwise incorrect, unfit, or unusable in any way, You agree that Cypress Trio has no responsibility for replacing the Incentive.
17. ACCOUNT SECURITY
Cypress Trio will assign You a unique user ID and a password when You register. Your user ID and password may only be used by You. You are solely responsible for maintaining and protecting the confidentiality of Your user ID and password, and are fully responsible for all activities that occur under Your user ID and password.
18. LIMITED LICENSE TO WEBSITE AND CTMS
By agreeing to the terms and conditions of this Agreement, Cypress Trio grants You a limited license to access and use the information, reviews and ratings posted or delivered on the website and through CTMS as well as any other information for Your personal purchase decisions. You acknowledge and agree that You will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit for any commercial, educational, or any other non-personal purpose the reviews and ratings and any content, without the express written consent of Cypress Trio. In the event that you should wish to publish any information or materials derived from the Website or CTMS, you must first contact Cypress Trio at firstname.lastname@example.org and enter into a licensing or other agreement so that Cypress Trio is compensated for its efforts and rights regarding the material to be reproduced.
19. CONTENT LICENSE
Although Cypress Trio does not claim ownership of any of the reviews, ratings, communications, information, data, text or other materials You give us (collectively, the "Content"), by providing Content for the Website, You automatically grant, and You represent and warrant that You have the right to grant, to Cypress Trio an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such Content and to prepare derivative works of, or incorporate into other works, such Content, and to grant and to authorize sublicenses (through multiple tiers) of the foregoing. In addition, by providing Cypress Trio with Content, You automatically grant us all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction or exploitation of the Content on our Website or in the CTMS by any other party.
20. NON- ENDORSEMENT OF PROPERTY PROVIDERS, SERVICE PROVIDERS OR VENDORS
Cypress Trio does not endorse and is not responsible or liable for any Content, Content Provider Content, data, advertising, products, goods or services available or unavailable from, or through, any Content Providers (which includes, but is not limited to, health care and wellness providers). You agree that should You use or rely on such Content, Content Provider Content, data, advertisement, products, goods or services, available or unavailable from, or through any Content Provider (which includes, but is not limited to, health care and wellness providers), Cypress Trio is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your dealings with, or participation in promotions of any Content Provider (which includes, but is not limited to, health care and wellness providers), and any other terms, conditions, representations or warranties associated with such dealings, are between You and such Content Provider (which includes, but is not limited to, health care and wellness providers) exclusively and do not involve Cypress Trio. You should make whatever investigation or other resources that You deem necessary or appropriate before hiring or engaging Content Providers (which includes, but is not limited to, health care and wellness providers) exclusively and do not include Cypress Trio. You should make whatever investigation or other resources that you deem necessary or appropriate before hiring or engaging Content Providers (which includes, but is not limited to, health care and wellness providers).
You agree that Cypress Trio is not responsible for the accessibility or unavailability of any Content Provider (which includes, but is not limited to, health care and wellness providers) or for Your interactions and dealings with them, waive the right to bring or assert any claim against Cypress Trio relating to any interactions or dealings with any Content Provider (which includes, but is not limited to, health care and wellness providers), and release Cypress Trio from any and all liability for or relating to any interactions or dealings with Content Providers (which includes, but is not limited to, health care and wellness providers).
21. HEALTH RELATED PROVIDERS
The contents of the Cypress Trio Website, such as text, graphics, images, information obtained from Cypress Trio's, and other material contained on the Cypress Trio Website ("Website Content") are for informational purposes only. The Website Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of Your physician or other qualified health provider with any questions You may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something You have read on the Cypress Trio Website.
If You think You may have a medical emergency, call Your doctor or 911 immediately. Cypress Trio does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on the Website. Cypress Trio is not a health or wellness provider and cannot recommend or refer You to any health or wellness provider. Reliance on any information provided by Cypress Trio, Cypress Trio employees, others appearing on the Website at the invitation of Cypress Trio, or other visitors to the Website is solely at Your own risk.
The Website may contain health-related materials that are sexually explicit. If You find these materials offensive, You may not want to use our Website.
You should be aware that if You post any health-related information about Yourself or anyone else on this Website, You do so at Your own risk. It is Cypress Trio's policy that it does not collect any data subject to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). Furthermore, if you provide such information to a Property Provider, Service Provider, and/or Vendor, that is a direct relationship with that entity and Cypress Trio does not acquire, request, maintain or otherwise access any such information. If You post Content about services rendered to another individual, You represent that You have the legal authority to receive health information about that individual and related to the Content from that individual's health care providers and that You have the legal authority to further disclose such health information. If You post health-related information, You will be placing it into the public domain and it will not be protected by any federal or state laws that protect the privacy of health information. You also acknowledge that the health care or wellness provider about whom You submit Content may submit Content Provider Content that contains Your private or confidential health information in response to Content You submit. Cypress Trio is not liable for any such Content Provider Content. Please see Section 3 (Publication and Distribution of Content) above for more information about Cypress Trio's responsibilities related to Content Provider Content. Except as otherwise provided in this Agreement, neither Cypress Trio, nor any of its users, has any legal obligation to keep Your health information confidential if You post it to this Website and it may be used for purposes that are unintended by You or Cypress Trio.
2. DISCLOSURE OF INFORMATION
As Cypress Trio continues to develop its business, it might sell or buy other companies or assets or be acquired or have substantially all of its assets acquired by a third party. In such transactions, customer information generally is one of the transferred business assets. You hereby consent to the transfer of Your information as one of the transferred assets and to be used for any purpose allowed under this Agreement.
23. TERM AND TERMINATION
The initial term of this Agreement will be defined in Your Membership Plan, however, all Users are bound by the Terms and Conditions set forth herein, regardless of whether they access the service for free or pay for CTMS, and will continue for automatic subscription renewals thereafter until termination by either party in accordance with the terms of this Agreement.
Cypress Trio may, for any reason in its sole discretion, immediately terminate this Agreement, Your account and Your access to the Service. In the event of a termination of Your account access by Cypress Trio for any reason, you are not entitled to a refund of any fees or a portion of any fees which have been paid to Cypress Trio.
Termination of Your account will include removal of Your access to all offerings of the Service, deletion of Your password, deletion of all related information and files, may include the deletion of the Content associated with Your account (or any part thereof), and barring Your further use of the Service.
24. MODIFICATION, LIMITATION AND DISCONTINUANCE OF SERVICE
Cypress Trio will have the right to modify and restate the terms and conditions of this Agreement, and such modification(s) will be effective immediately upon being posted on our Website (www.cypresstrio.com). You will receive notice if modifications to the Agreement are made via e-mail at Cypress Trio's sole discretion. Cypress Trio will make note of the date of the last update to the Agreement on the first page of this Agreement. You are responsible for reviewing these terms and conditions regularly. Your continued use of the Service after such modifications will be deemed to be Your conclusive acceptance of all modifications to this Agreement. If You are dissatisfied as a result of such modification(s), Your only recourse is to immediately discontinue use of the Service.
Cypress Trio reserves the right at any time to limit access to, modify, change or discontinue the Service with or without notice to You and we shall not be liable to You for any such modification, suspension or discontinuance of the Service. You agree that Cypress Trio will not be liable to You or to any third party for any such limitation, modification, change, suspension or discontinuance of the Service. You agree that Cypress Trio may establish general practices, policies and limits, which may or may not be published, concerning the use of the Service, including without limitation, the time that reviews and ratings will be retained, the maximum number of reviews and ratings that may be sent from an account, the length of reviews and ratings sent, and the maximum number of times and the maximum duration for which You may access the Service in a given period of time. You agree that Cypress Trio has no responsibility or liability for the deletion or failure to store any reviews, ratings and other communications maintained or transmitted by or through the Service. You agree that Cypress Trio has the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
The Service may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. Cypress Trio is not responsible for any delays, failures or other damage resulting from such problems.
26. USER FEEDBACK
Cypress Trio appreciates hearing from You, as well as our other users, and welcomes Your comments regarding our Service at email@example.com. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, or materials other than those which we have specifically requested. Although we do value Your feedback on our Service, please be specific in Your comments regarding our services and do not submit creative ideas, suggestions or materials. If, despite our request, You send us creative suggestions, ideas, drawings, concepts or other information (collectively, the "Submissions"), such Submissions will be the property of Cypress Trio. In addition, none of the Submissions will be subject to any obligations of confidentiality and Cypress Trio will not be liable for any future use or disclosure of such Submissions.
27. COPYRIGHT MATERIALS
Aside from user-submitted Content and Content Provider Content, all other materials and other information on the Website and the CTMS, including, but not limited to, all text, graphics, logos, icons, images, audio clips, downloads, data compilations and software (collectively, the "Copyright Materials") are the exclusive property of Cypress Trio and/or its licensors and are protected by all United States and international copyright laws.
You agree that Cypress Trio may communicate any notices to You under this Agreement, through electronic mail, regular mail or posting the notices on the Website. All notices to Cypress Trio will be provided by either sending: (i) an email to firstname.lastname@example.org; or (ii) a letter, first class certified mail, to Cypress Trio, 5433 Westheimer Rd, Suite 1014 Houston, TX 77056 Attn: Customer Care Services. Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent.
In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 ("DMCA"), Cypress Trio will respond promptly to claims of copyright or trademark infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its "Designated Agent"). Our Designated Agent is:
Cypress Trio, LLC
5433 Westheimer Rd, Suite 1014
Houston, TX 77056
Attn: Amanda Bailey
If You are a copyright or trademark owner (or authorized to act on behalf of the copyright or trademark owner) and believe that Your work's copyright or trademark has been infringed, please report Your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following:
(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b) identification of the copyrighted work or trademark claimed to have been infringed, or, if multiple copyrighted works or trademarks at a single online site are covered by a single notification, a representative list of such works at that site;
(c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
(d) information reasonably sufficient to permit us to contact You, such as an address, telephone number, and, if available, an electronic mail address at which You may be contacted;
(e) a statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law; and
(f) a statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Cypress Trio will investigate notices of copyright and trademark infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.
29. ENTIRE AGREEMENT
This Agreement governs Your use of the Service and constitutes the entire agreement between You and Cypress Trio. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between You and Cypress Trio regarding the subject matter contained in this Agreement. Additional terms and conditions may exist between You and third parties, including but not limited to, Content Providers and others. You represent and warrant that those third party agreements do not interfere with Your obligations and duties to Cypress Trio under this Agreement.
30. ARBITRATION OF DISPUTES
Arbitration constitutes the sole and exclusive remedy for the settlement of any dispute or controversy concerning this Agreement or the rights of the Parties hereunder, including whether the dispute or controversy is arbitrable. The arbitration proceeding will be conducted in Houston, TX, and the laws of the State of Texas shall be applied to any dispute before a single arbitrator under the JAMS Commercial Arbitration Rules (the "Rules") in effect at the time a demand for arbitration is made. To the extent that there is any conflict between the Rules and this arbitration clause, this clause will govern and determine the rights of the parties. The decision of the arbitrator, including the determination of the amount of any damages suffered, will be exclusive, final, and binding on all parties, their heirs, executors, administrators, successors, and assigns, as applicable, and judgment thereon may be entered in any court of competent jurisdiction. The costs of arbitration, including administrative fees, fees for a record and transcript, and the arbitrator's fees, but excluding attorneys' fees, will be awarded to the party determined by the arbitrator to be the prevailing party.
31. GOVERNING LAW
This Agreement and the relationship between You and Cypress Trio will be governed by the laws of the State of Texas, notwithstanding the choice of law provisions of the venue where any action is brought, where the violation occurred, where You may be located or any other jurisdiction. You agree and consent, only in the event the arbitration provision of Section 30 of this Agreement is found to be void, voidable or unenforceable, to the exclusive jurisdiction of the state or federal courts located in Harris County, Texas and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that Cypress Trio may elect, in its sole discretion in the event the arbitration provision of Section 31 of this Agreement is found to be void, voidable or unenforceable, to litigate the action in the county or state where any breach by You occurred or where You can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out or related to Your use of the Service or this Agreement shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.
32. PROVISIONS REMAINING IN EFFECT
In the event Your membership with Cypress Trio is terminated or lapses or You are no longer a user of Cypress Trio, certain provisions of this Agreement will continue to remain in effect, including, but not limited to, Sections 12, 14, 15, 17 and 23 through 32.
This Agreement may not be re-sold or assigned by You. If You assign, or try to assign, this Agreement, such assignment or attempted assignment will be void and unenforceable. It will not be considered a waiver of Cypress Trio's rights if Cypress Trio fails to enforce any of the terms or conditions of this Agreement against You. In the event a court finds a provision in this Agreement to not be valid, You and Cypress Trio agree that such court should incorporate a similar provision that would be considered valid, with all other provisions remaining valid in the Agreement. No joint venture, partnership, employment or agency relationship exists between You and Cypress Trio as a result of this Agreement or use of the Service. You acknowledge and agree that each of the Released Parties shall be an intended third party beneficiary of this Agreement.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICE. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.