Terms and Conditions of Use

These Terms and Conditions of Use constitute a binding agreement (this “Agreement”) between you and Age Wise Colorado, Inc., a Colorado nonprofit corporation. By accessing this Website or using our Services (as such capitalized terms are defined below), you agree to be bound by this Agreement. 

Recitals

A. Age Wise Colorado, Inc. is a charitable organization described in Section 501(c)(3) of the Internal Revenue Code whose mission is to connect older Coloradans and their families with the products and services that help older Coloradans live their best lives. 

B. As part of its mission, Age Wise Colorado, Inc. operates this website (the “Website”) as an informational resource for those seeking products and/or services for older Coloradans. 

Agreement

1. Definitions. As used in this Agreement:

a. The terms “you” and “your” refer collectively to you (the user of the Services), your agents, representatives, and any individual on whose behalf you access this Website or use our Services. If the user of the Services is acting on behalf of a company or other entity, the terms “you” and “your” also refer collectively to such company or other entity, its officers, directors, agents, and employees. 

b. The terms “we,” “us,” or “our” refer collectively to Age Wise Colorado, Inc., its officers, directors, agents, and employees.

c. Participating Providers are third-party individuals or organizations that provide products and/or services that may be beneficial to older Coloradans. 

d. The term “Services” refers to this Website, the information contained on this Website, the search functions that allow you to search the information on this Website, and any other services we may provide to you from time to time. 

2. You Are Bound by This Agreement. You agree that you are personally bound by this Agreement. If you are acting on behalf of a company or other entity, you also agree that you have the authority to bind such company or entity to the terms of this Agreement and that such company or entity is so bound. 

3. This Agreement Is Supported by Valuable Consideration. You acknowledge that this Agreement is supported by valuable consideration, including, without limitation, your ability to access the Website and use our Services.

4. You Will Have Access to Certain of Our Services.

a. Your Rights Are Not Transferrable. By entering into this Agreement, you will obtain certain rights to access our Website and use our Services. Your rights to access the Website and use our Services are personal to you and are not transferable by you. You are entitled to access and use our Services only for lawful purposes and only in accordance with the terms of this Agreement. 

b. Periodic Disruptions to the Services. Your access to the Website and use of our Services may be interrupted from time to time for one of several reasons, including, without limitation, the malfunction of equipment, maintenance or repair of our equipment or Website, or other actions that we, in our sole discretion, may elect to take. We will not be liable to you for any disruptions to our Services, and you release us from any losses, costs, damages, or injuries you may incur from any such disruption. 

c. You Will Maintain the Security of Any Password We Issue to You. If we require you to create a password to use certain portions of our Services, you will maintain the security of that password. Furthermore, you agree that we will not be liable for any loss that you may suffer as a result of any authorized or unauthorized use of your password by a third party. You will not allow any person under the age of 18 to use any of our Services through your registration or password.

d. You Will Notify Us of a Breach. You will notify us immediately of any unauthorized use of your password, any unauthorized use of any account that you may have with us, any violation of this Agreement, or any other breach of security you discover with respect to your use of the Services.

5. We May Monitor Your Use of the Services. In order to determine your compliance with this Agreement, we may monitor your access to the Website and your use of the Services.

6. We May Change the Services. We may, in our sole and absolute discretion, add, remove, suspend, discontinue, or change the features and Services we offer at any time and from time to time and for any period of time, without prior notice. You release us from any losses, costs, damages, or injuries you may incur from any such changes to our Services.

7. You Are Responsible for Your Decisions about Participating Providers.

a. We Do Not Endorse the Products or Services of the Participating Providers. Our Website contains information about various Participating Providers. Our inclusion of information about the Participating Providers and your ability to search through that information are some of the Services we provide to you. However, you agree and acknowledge that, notwithstanding our inclusion of information about the Participating Providers:

i. We do not endorse the products or services of any Participating Provider;

ii.We are not an agent or advisor to you or any Participating Provider; and

iii.We do not guarantee the licensing, certification, or other qualifications of any Participating Provider. 

b. We May Charge Fees to the Participating Providers. You understand that we may charge certain fees or request monetary contributions for the services that we provide to the Participating Providers. However, you acknowledge that our charging of fees to the Participating Providers does not make us the agent or representative of any of the Participating Providers, nor does it create a partnership or joint venture between us and any of the Participating Providers. 

c. You Will Investigate the Participating Providers. You agree to conduct your own investigation of any Participating Providers that may be returned to you as a result of any search you perform on the Website. You will rely on your own judgment and the advice of your personal advisors (physicians, lawyers, financial advisors, accountants, etc.) in selecting or using any products or services offered by the Participating Providers. 

d. We Do Not Guarantee the Products and/or Services of the Participating Providers. You acknowledge and agree that the Participating Providers are solely responsible for any products and/or services that they may provide to you and that we do not guarantee the quality, effectiveness, durability, reliability, timeliness, price, or value of any such products or services. You agree that we will not be liable to you for any losses, costs, damages, or injuries you may incur or sustain from using a Participating Provider’s products and/or services, and you release us from all such losses, costs, damage, or injuries. Without limiting the foregoing, you specifically agree that we will not be liable to you for negligence as a result of including information about any particular Participating Provider on our Website. 

e. You Will Work Out Disputes with Participating Providers. We are not involved with and are not responsible for any fee agreement that you may enter into with any Participating Provider. You agree to work directly with the Participating Provider to resolve any fee disputes you may have with the Participating Provider regarding their products and/or services.  

f. We Do Not Guarantee the Fees of the Participating Providers. We do not guarantee that:

i. the fees of the Participating Providers will be as may be listed on our Website from time to time,

ii.the Participating Providers will not modify their fees after you purchase or begin using their products and/or services, or

iii.the fees of the Participating Providers are the best prices available or constitute the best deal for the price.

You agree to conduct your own investigation of the fees to be charged by any Participating Providers that may be returned to you as a result of any search you perform on the Website before purchasing a Participating Provider’s products and/or services. 

8. We Do Not Endorse or Guarantee the Products and/or Services of Any Individual or Organization for Which We Provide a Hyperlink. Through our Website, we may, from time to time, provide hyperlinks to the websites of other individuals or organizations, including without limiting those of the Participating Providers or of advertisers. Such links do not constitute our endorsement of those individuals or organizations or of the products or services they may provide. We are not responsible for the activities or policies of those third parties. We also are not responsible for examining or evaluating any third-party products or services, and we do not warrant their offerings. We do not guarantee that the terms or rates offered by any particular advertiser, business partner, affiliate, Participating Provider, or other third party linked or referred to on or through our Services are the best terms or lowest rates available in the market or the best deal for the price.

9. You Agree that We May Charge Certain Fees for Our Services. 

a. Basic Services. Access to and use of our basic Services is free. 

b. Premium Services. We may, however, charge fees for various premium features and Services, and we will notify you of those charges at the time that we offer those premium features and Services to you. You agree that, after we provide such notice to you, you will pay the applicable fees for using such premium features and Services. 

c. Changes in Fees. We may amend this Agreement at any time to begin charging fees for access to any of our Services, after providing written notice to you. We also may, from time to time, change the fees we charge for premium features and Services. If we decide to begin charging a new fee, or if we change the amount of a fee, we will notify you of the new fee or the change in fee. After we provide such notice to you, you agree to pay the new or modified fee and all applicable taxes for your continued use of the applicable Service.

10. We Retain All Rights to Our Intellectual Property. 

a. Description of Our Proprietary Marks. Our names, graphics, logos, page headers, button icons, scripts, and service names are our trademarks or trade dress in the United States and/or other countries (collectively, the “Proprietary Marks”). You will not use the Proprietary Marks without our prior written consent. We make no proprietary claim to any third-party names, trademarks or service marks appearing on our Services, including without limitation the names, trademarks, or service marks of the Participating Providers. Any third-party names, trademarks, or service marks are the property of their respective owners.

b. Our Content and Collective Work Are Copyrighted. The information, data, and content viewable on, contained in, or downloadable from our Services (collectively, the “Content”), including, without limitation, all text, graphics, charts, pictures, photographs, images, videos, line art, icons and renditions, are copyrighted by or otherwise licensed to us. We also own a copyright of a collective work in the selection, coordination, arrangement, presentation, display and enhancement of the Content (the “Collective Work”). All software used on or within our Services (the “Software”) is our property or the property of our software vendors and is protected by United States and international copyright laws. Your viewing, reading, printing, downloading or otherwise using the Content and/or the Collective Work does not entitle you to any ownership or intellectual property rights to the Content, the Collective Work, or the Software.

c. You Are Responsible if You Infringe Our or a Third Party’s Intellectual Property Rights. You agree not to infringe our copyright or other intellectual property rights or the copyright or other intellectual property rights of others associated with our Service. You will be solely responsible for any damages resulting from your infringement of our or any third party’s intellectual property rights with respect to the Trademarks, the Content, the Collective Work, the Software, and/or any other intellectual property. You are also solely responsible for any harm we may incur as a direct or indirect result of your copying, distributing, redistributing, transmitting, publishing or using the same for purposes that are contrary to the terms and conditions of this Agreement.

11. You Agree to Comply with Certain Limits on Your Use of the Content. 

a. Limited License. We grant you a limited, nonexclusive, terminable license to access, print, download or otherwise make personal use of the Content and the Collective Work in the form of: (i) one machine-readable copy; (ii) one backup copy; and (iii) one print copy, for your personal non-commercial use; provided, however, that you will not delete any proprietary notices or materials with regard to the foregoing manifestations of the Content and the Collective Work. We may terminate your license to use the Content and the Collective Work at any time by written notice to you. 

b. You Will Not Use the Content or Collective Work for Commercial Purposes. You will not modify the Content or the Collective Work or utilize them for any commercial purpose or any other public display, performance, sale, or rental, nor will you decompile, reverse engineer, or disassemble the Content or the Collective Work, or transfer the Content or the Collective Work to another person or entity. Except as otherwise permitted by this Agreement or under the copyright laws of the United States, no other copying, distribution, redistribution, transmission, publication or use is permitted by you without our prior written consent.

12. You Agree Not to Take Certain Actions. 

a. You will not take any action that: (i) violates the terms and conditions of this Agreement; (ii) restricts, inhibits or prevents anyone else from accessing, using, or enjoying our Services; or (iii) defames, abuses, harasses, or threatens any other person through your use of our Services.

b. You will not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tool, program, algorithm or methodology to access, acquire, copy or monitor our Services or any portion of our Services or for any other purpose, without our prior written consent. 

c. You will not: (i) take any action that imposes or that we, in our sole and absolute discretion, determine imposes an unreasonable or disproportionately large load on our infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any Content or Collective Work (except for your personal information) from our Services without our prior written consent and consent of all appropriate third parties, as applicable; (iii) interfere or attempt to interfere with the proper working of our Services or any activities conducted on our Services; or (iv) bypass any robot exclusion headers or other measures we may use to prevent or restrict access to our Services. 

d. You will not collect or harvest any personally identifiable information, including account names, from our Services. 

e. You will not use any communication systems provided on our Services for any commercial or solicitation purposes. You will not solicit for commercial purposes any users of our Services without our prior written consent.

13. We May Communicate with You Electronically. When you visit our Website or send email to us, you are communicating with us electronically. You consent to receive communications from us electronically. Although we may choose to communicate with you by regular mail, we may also choose to communicate with you by email or by posting notices on our Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

14. We May Terminate Your Right to Use the Services. If, in our sole and absolute discretion, we determine that you have violated any of the terms and conditions of this Agreement, we may terminate your right to access and use our Services. In addition, in accordance with the Digital Millennium Copyright Act, Title 17, United States Code, Section 512, we may, in appropriate circumstances, disable and/or terminate your account if you infringe our copyrights or other intellectual property rights or the copyrights or other intellectual property rights of others through our Services.

15. You Will Be Responsible for Any Mobile or Other Fees You Incur to Access Our Services. If you access our Services through a mobile or other device, you may be subject to certain fees imposed by your carrier. You agree that we will not be liable to you or your carrier for any such fees, and we will not reimburse you for any such fees you incur to use our Services. In addition, the terms of this Agreement will apply to your use of our Services through any such mobile or other device.

16. Our Services Are Not Intended for Minors. Our Services are intended to be accessed and used only by adults and are not directed to minors. We do not knowingly collect personally identifiable information by anyone under the age of 13, and you will not provide us with any information regarding any individual under the age of 13.

17. We Make No Representations or Warranties Regarding the Content or the collective work. THE CONTENT, THE COLLECTIVE WORK, AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH OUR SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF OUR SERVICES OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR ASSOCIATED WITH OUR SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF OUR SERVICES AND ALL PRODUCTS AND SERVICES INCLUDED ON OR ASSOCIATED WITH OUR SERVICES IS AT YOUR SOLE RISK.

WE DO NOT MAKE, AND EXPRESSLY DISCLAIM, ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, CORRECTNESS, OR COMPLETENESS OF THE CONTENT, THE COLLECTIVE WORK, OR THE SERVICES AND PRODUCTS ASSOCIATED WITH OUR SERVICES, OR THE SAFETY, RELIABILITY, TITLE, TIMELINESS, COMPLETENESS, MERCHANTABILITY, CONFORMITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CONTENT, THE COLLECTIVE WORK, OR THE SERVICES AND PRODUCTS ASSOCIATED WITH OUR SERVICES. IT IS YOUR SOLE RESPONSIBILITY TO INDEPENDENTLY EVALUATE THE ACCURACY, CORRECTNESS OR COMPLETENESS OF THE CONTENT, THE COLLECTIVE WORK, AND THE SERVICES AND PRODUCTS ASSOCIATED WITH OUR SERVICES. WE MAKE NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT AND COLLECTIVE WORK THAT MAY BE AVAILABLE FOR DOWNLOADING FROM OUR SERVICES IS FREE OF INFECTION FROM ANY VIRUSES, WORMS, TROJAN HORSES, TRAP DOORS, BACK DOORS, EASTER EGGS, TIME BOMBS, CANCELBOTS OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION. 

WE PROVIDE NO ASSURANCES THAT THE INFORMATION CONTAINED IN OUR WEBSITE WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL.

18. We Do Not Provide Professional Advice. AGE WISE COLORADO, INC. OFFERS INFORMATION RELATED TO PRODUCTS AND SERVICES THAT MAY BE BENEFICIAL TO OLDER COLORADANS. WE PROVIDE THIS INFORMATION SOLELY FOR EDUCATIONAL AND INFORMATIONAL PURPOSES. The Content is broad in scope and does not consider the unique circumstances of your personal situation. 

THE INFORMATION YOU MAY OBTAIN ON OUR WEBSITE IS NOT A SUBSTITUTE FOR OBTAINING PERSONAL MEDICAL, LEGAL, FINANCIAL, ACCOUNTING, OR OTHER ADVICE FROM APPROPRIATELY QUALIFIED PROFESSIONALS. YOU WILL NOT DISREGARD ADVICE YOU HAVE RECEIVED FROM A LICENSED OR OTHERWISE QUALIFIED PROFESSIONAL OR DELAY SEEKING THE ADVICE OF A LICENSED OR OTHERWISE QUALIFIED PROFESSIONAL BECAUSE OF ANY INFORMATION YOU OBTAIN ON OUR WEBSITE. 

THE INFORMATION YOU OBTAIN ON OUR WEBSITE OR FROM USING OUR SERVICES IS NOT INTENDED TO BE, AND WILL NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE; THE PRACTICE OF LAW; THE PRACTICE OF ACCOUNTING; OR THE PROVISION OF FINANCIAL, PROFESSIONAL, OR LICENSED SERVICES. 

Your access or use of our Website and/OR our services does not create a physician/patient, THERAPIST/PATIENT, attorney/client, OR ACCOUNTANT/CLIENT RELATIONSHIP, NOR DOES SUCH ACCESS OR USE CREATE A confidential or privileged relationship WITH Age Wise Colorado, Inc. 

AGE WISE COLORADO, INC. does not recommend or endorse any specific tests, physicians, attorneys, ACCOUNTANTS, advisors, caregivers, FACILITIES, procedures, opinions, advice, or other information that may appear on our Website. If you rely on any of the information provided by our Website or other services, or by our employees, consultants, guests, or visitors, you do so solely at your own risk.

19. OUR LIABILITY IS LIMITED. WE ARE NOT, AND WILL NOT, BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFIT, REVENUE, OR BUSINESS, AS A DIRECT OR INDIRECT RESULT OF: (I) YOUR BREACH OR VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; (II) YOUR ACCESS AND USE OF OUR SERVICES; (III) YOUR DELAY IN ACCESSING OR INABILITY TO ACCESS OR USE OUR SERVICES FOR ANY REASON; (IV) YOUR DOWNLOADING OF ANY OF THE CONTENT OR THE COLLECTIVE WORK FOR YOUR USE; (V) YOUR RELIANCE UPON OR USE OF THE CONTENT OR THE COLLECTIVE WORK, OR (VI) ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH OUR SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF OUR SERVICES, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE AND/OR OUR SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR LIABILITY AND THE LIABILITY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, REPRESENTATIVES, AND AGENTS ARISING OUT OF THIS AGREEMENT EXCEED THE FEES YOU HAVE PAID FOR OUR SERVICES, CALCULATED WITHOUT INTEREST.

YOU SPECIFICALLY ACKNOWLEDGE THAT WE ARE NOT, AND WILL NOT, BE LIABLE FOR USER GENERATED CONTENT OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM SUCH USER GENERATED CONTENT AND THIRD-PARTY CONDUCT RESTS ENTIRELY WITH YOU.

YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO OUR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

20. You Agree to Indemnify Us in Certain Limited Circumstances. You will defend, indemnify and hold us and our officers, directors, employees, independent contractors, agents, and representatives harmless from and against any and all claims and expenses, including, but not limited to, reasonable attorneys’ fees, arising out of or attributable to: (i) your breach or violation of any of the terms and conditions of this Agreement; or (ii) any personal injury or property damage that you may cause, in whole or in part.

21. We May Amend this Agreement. We reserve the right to update, amend and/or change this Agreement at any time, and from time to time, in our sole and absolute discretion and without prior notice to you. Notwithstanding the foregoing, we will not amend this Agreement with respect to any fees we will charge you without providing prior notice to you. Amendments will take effect immediately upon our posting the updated Agreement on our Website. You are encouraged to review this Agreement from time to time in order to review any changes that have been made. The date on which this Agreement was last updated will be noted immediately above this Agreement. Your continued access and use of our Services following the posting of any such changes will automatically be deemed your acceptance of all changes.

22. We Are Entitled to Certain Remedies. You acknowledge that we may be irreparably harmed if this Agreement is not specifically enforced and that damages at law would be an inadequate remedy. Therefore, in the event you breach or threaten to breach any provision of this Agreement, we will be entitled, in addition to all other rights and remedies available at law or in equity, to (a) an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or (b) a decree for specific performance of the provisions of this Agreement. For purposes of this Section, you agree that any action or proceeding with regard to an injunction restraining such breach or threatened breach will be brought in the courts of record in Denver, Colorado or in the United States District Court for the District of Colorado. You consent to the jurisdiction of such courts and waive any objection to the laying of venue of any such action or proceeding in such court. You agree that service of any court paper may be made by mail to the address you have provided to us or in such other manner as may be provided under applicable laws, rules of procedure, or local rules.

23. Miscellaneous

a. Applicable Law. You agree that the laws of the State of Colorado, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and us, except as otherwise stated in this Agreement.

b. Severability. If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void, or unenforceable, but only that portion of this Agreement that is unlawful, void, or unenforceable shall be stricken from this Agreement.

c. Headings. The headings contained in this Agreement are for convenience of reference only, are not to be considered a part of this Agreement, and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement.

d. Survival. All covenants, agreements, representations and warranties made in this Agreement, as may be amended by us, from time to time, shall survive your acceptance of this Agreement and the termination of this Agreement.

e. Entire Agreement. This Agreement represents the entire understanding and agreement between you and us regarding the subject matter of this Agreement and supersedes all other previous agreements, understandings and/or representations regarding the same.

For Participating Providers: 

The Participating Provider is a provider of goods and/or services in Colorado that are useful or beneficial to older Coloradans.

Participating Provider is Not a Member.  The Corporation’s Articles of Incorporation provide that the Corporation shall have no members.  While this Agreement provides that the Corporation shall provide certain benefits to the Participating Provider, nothing in this Agreement shall be construed or interpreted to make the Participating Provider a “member” of the Corporation as that term is used in the Corporation’s Articles of Incorporation and/or the Colorado Revised Nonprofit Corporation Act.

Code of Conduct.  The Participating Provider shall follow the Code of Conduct set forth below.

Vetting: The prospective Participating Provider shall undergo a vetting process conducted by the Corporation before being listed on the Corporation’s website.  The Corporation may use whatever methods and procedures it reasonably determines will help it determine whether the Participating Provider is a reputable provider of goods and/or services that are useful or beneficial to older Coloradans.  The Corporation’s vetting methods may vary from one Participating Provider to the next and from one year to the next. Vetting may be waived at the discretion of the Corporation. 

Costs of Initial Vetting may vary from time to time and fees for vetting are waived for nonprofit organizations. One-time vetting fees, currently set at $49, and subject to change, will typically be assessed to private for-profit organizations and may be assessed for publicly owned corporations. Vetting fees may be waived at the discretion of the Corporation. For those Participating Providers assessed the vetting fee, there shall be no refund of the fee even if the Participating Provider does not pass the Corporation’s vetting process and is never listed on the Corporation’s website.

Participating Provider Shall Cooperate.  The Participating Provider shall cooperate in the vetting process by providing reasonable and timely responses to the Corporation’s requests for information and, where necessary, providing reasonable waivers and/or consents to allow the Corporation to obtain information from governmental agencies or other third parties.  

Successful Completion of Vetting Process.  Once the Participating Provider has successfully completed the vetting process, the Participating Provider shall be listed on the Corporation’s database of Participating Providers and shall be permitted to use the AgeWise Badge of Approval on the Participating Provider’s website.  

Periodic Vetting.  Upon the Corporation’s request, the Participating Provider shall undergo an update of its vetting by the Corporation, provided that the Corporation shall not require the Participating Provider to update its vetting more frequently than once in a calendar year and the Participating Provider shall not be required to reimburse the Corporation the costs of any updated vetting.  

The Participating Provider shall pay annual contributions established by the Corporation from time to time.  Such contributions shall be paid annually in advance and may be prorated to the date of participation with the Corporation. 

Notice of Coming Year’s Contribution.  The Corporation shall notify the Participating Provider of the minimum suggested annual contribution set by the Corporation for the coming year, if the amount will change from the then current year, by no later than November 1 of each year unless there are extenuating circumstances that preclude that date of notice.

Termination of Participating Provider’s relationship with the Corporation may occur at any time and may be initiated by either party. The Corporation may, in its sole and absolute discretion, suspend or terminate the Participating Provider at any time, with or without cause and the Participating Provider shall cease using the AgeWise Badge of Approval immediately upon receiving the notice of suspension 

There will be no refunds of contributions made by the Participating Provider. 

If the Participating Provider is suspended, the Corporation shall remove the Participating Provider’s name from its Participating Provider database, and the Participating Provider shall cease using the AgeWise Badge of Approval immediately upon receiving the notice of suspension, until the suspension has been lifted.  

Indemnification.  Each Party shall indemnify, defend, and hold harmless the other Party together with its officers, directors, contractors, employees, agents, and affiliates (collectively the “Indemnified Parties”), from and against any and all claims, demands, causes of action, damages, costs, fees (including reasonable attorney’s fees), expenses, penalties, losses, or liabilities, in law or in equity, of every kind and nature whatsoever (collectively “Losses”), arising out of or in any way connected with the Corporation listing the Participating Provider on its website or permitting the Participating Provider to use the AgeWise Badge of Approval.

Gross Negligence or Willful Misconduct.  The obligation of the Indemnifying Party to indemnify and hold harmless the Indemnified Parties under this Section 10 shall be effective regardless of the negligent acts or omissions of any of the Indemnified Parties, except that the Indemnifying Party shall not be obligated to provide any indemnification to the extent that Losses arise as a result of the gross negligence or willful misconduct of an otherwise Indemnified Party. 

Resolution of Disputes with Users.  The Corporation shall not be responsible for resolving disputes that may arise between the Participating Provider and any User of the Corporation’s website relative to the Participating Provider’s goods and/or services.    

Applicable Law. You agree that the laws of the State of Colorado, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and us, except as otherwise stated in this Agreement.

Severability. If any portion of these terms is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these terms as a whole shall not be deemed unlawful, void, or unenforceable, but only that portion of the terms that is unlawful, void, or unenforceable shall be stricken from this Agreement.

Survival. All covenants, agreements, representations and warranties made in this Agreement, as may be amended by us, from time to time, shall survive your acceptance of these Terms . 

The Participating Provider shall comply with the following Code of Conduct:

• Avoid misleading Users by creating any false impression regarding the sponsorship, endorsement, popularity, trustworthiness, or quality of the Participating Provider’s goods and/or services or the size of the Participating Provider’s business through the use or misuse of logos, trademarks, pictures, testimonials, or other means;
• Honestly represent the Participating Provider’s products and/or services, including clearly and adequately disclosing all material terms;
• Make known all material facts in both written and verbal representations, remembering that misrepresentation may result not only from direct statements but by omitting or obscuring relevant facts;
• Ensure that any written materials are readily available, clear, accurate and complete;
• Openly identify the nature, location, and ownership of the Participating Provider (if any), and clearly disclose all policies, guarantees and procedures that bear on a User’s decision to buy any of the Participating Provider’s goods and/or services;
• Clearly disclose to Users:
  • direct and effective means to contact the Participating Provider;
  • the terms of any written contracts; any guarantees or warranties accompanying any of the Participating Provider’s products and/or services;
  • any restrictions or limitations imposed (e.g., limited supply, maximum number available per User, etc.);
  • the Participating Provider’s return/refund policy;
  • any recurring commitment into which the User may be entering, including information on how future billing will occur;
  • the total cost of the transaction, including tax, shipping and handling, and other related charges;
• When selling products or providing services on websites or via other electronic means:
  • any required product labeling information; 
  • the nature and terms of shipping, including any known delays or shortages of stock; 
  • an opportunity to review and confirm each transaction before the sale is completed; and
  • a receipt summarizing the transaction after the purchase;
• Use its best efforts to comply with industry standards for the protection and proper disposal of all sensitive data, both online and offline, while honoring customer preferences; 
• Respect User preferences regarding contact by telephone, fax and e-mail, and agree to remedy the underlying cause of any failure to do so;
• Protect any data collected against mishandling and fraud, collect personal information only as needed, and respect the preferences of consumers regarding the use of their information;
• Disclose on the Participating Provider’s website the following: what information the Participating Provider collects; with whom it is shared; how it can be corrected; how it is secured; how policy changes will be communicated; and how to address concerns over misuse of personal data;
• Approach all business dealings, marketplace transactions, and commitments with integrity and avoid involvement, directly or through any of its officers or directors, in activities that reflect unfavorably on or otherwise adversely affect the public image of the Corporation; 
• Abide by all written agreements and verbal representations; 
• Fulfill contracts signed and agreements reached; 
• Honor representations by correcting mistakes as quickly as possible;
• Address marketplace disputes quickly, professionally, and in good faith; 
• Promptly respond to complaints from Users; 
• Resolve complaints directly and notify the Corporation of such resolution; 
• Make a good faith effort to resolve disputes; 
• Comply with settlements, agreements, and decisions reached in resolving a dispute; and
• Cooperate in identifying underlying causes of complaints.