These Terms of Service (these “Terms”) govern your access or use of our services, CareGuide-operated websites and mobile applications (including www.cgasaves.com), and any other website or application operated by CareGuide (collectively, the “Service”).

In these Terms, “we,” “us,” “our,” and “CareGuide” refer to CareGuide Advocates LLC. These Terms include and hereby incorporate by reference CareGuide’s privacy policy available athttps://www.cgasaves.com/privacy-policy.

Please read these Terms carefully before accessing or using the Service. By accessing or using the Service, you agree to comply with and be bound by these Terms.

If you disagree with any part of these Terms, please do not access or use the Service.

NOTICE OF BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. PLEASE NOTE THAT ANY DISPUTE OR CLAIM RELATED TO THESE TERMS OR ARISING OUT OF YOUR ACCESS OR USE OF THE SERVICE MUST BE RESOLVED BY ARBITRATION ON AN INDIVIDUAL BASIS AND MAY NOT BE ARBITRATED OR OTHERWISE PURSUED AS A CLASS ACTION. PLEASE SEE THE “DISPUTE RESOLUTION; CLASS ACTION WAIVER” SECTION BELOW.

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CareGuide Services

CareGuide facilitates the negotiation of medical bills through the Service including submitting for and obtaining statutory financial assistance with medical facilities, both as subscription services and single cases (the latter referred to herein as “HBE Direct”). Additional terms and conditions specific to HBE Direct (located at https://www.cgasaves.com/hospitalbilleraser) are below.

No funds flow through accounts owned by CareGuide during the processing of such payments. Where CareGuide must interact with third parties to fulfill our obligation to you, such as submitting claims or interacting with a hospital, you authorize CareGuide to act as your agent in performing the Service.

 

What We Promise

We have a direct relationship with you, our customer. As a result, we will never sell or rent your personal data.

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Account

In order to access or use the Service, you must provide your email address, a purchase receipt, and/or at least one hospital bill, any information required to validate your hospital bill items, and any other information required to fill out hospital assistance forms or to negotiate on your behalf with a hospital including financial information for the purpose of submitting for and obtaining financial assistance with a hospital. You represent and warrant that you own the email address you provide and all information entered or collected in the course of accessing or using the Service.
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You may register for an account with us (an “Account”) by providing certain information, including, without limitation, your name, email address, text-enabled mobile phone number, street address, zip code, and date of birth. All Account information you provide must at all timesbe true, accurate, and complete, and you must update your Account information as necessary. We will have no liability for relying on any Account information you provide. We have the right, in our sole discretion and for any or no reason, to decline your registration.
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When you register for an Account and from time to time thereafter, your Account may be subject to verification, including validation of any information you provide to us against third-party databases. You authorize us to make inquiries, directly or through third parties, to validate such information, though we are under no obligation to do so.
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You are solely responsible for safeguarding and maintaining the confidentiality of your Account and agree not to share it with any person who is not authorized to use your Account. You agree that we may assume that any person using the Service with your Account either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your Account. We will have no liability arising from your failure to comply with these obligations.

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How We Communicate With You and For You

You agree that we may send you communications (“Communications”) in any of the following ways:

1. By email (using the address you or your employer/health plan provided),

2. By phone call or text message (using the number you or your employer/health plan provided),

3. By posting on our Sites,

4. By mail.

These Communications are part of our Services and your Account. They can include announcements, discount or savings options, administrative messages, and other information about our Services. A Communication is considered delivered once we send it, whether or notyou read it. You can withdraw consent to receive Communications by deactivating your account, emailing us at services@cgasaves.com or, if by text message, replying with STOP.

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Consent to Phone Calls and Text Messages

By providing your phone number to us, your Plan, or our affiliates, you expressly consent to receive text messages and phone calls, including calls possibly made with an automatic telephone dialing system or another automated system, and/or using an artificial or prerecorded voice — from us or our affiliates at that number. The number of text messages we send depends on how often you use the Services. Standard message and data rates may apply.

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Opting Out of Text Messages

You can stop receiving text messages at any time by texting “STOP” to the number from which you receive the messages. If you are registered, you may also contact members@cgasaves.com. We may send you a single confirmation text after you opt out; after that, you will no longer receive texts from us.

If you want to restart receiving text messages, you can always text "START" to the same number you texted "STOP."

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Security and Risks

You acknowledge that text messages and emails may not be encrypted, and there is a risk they could be intercepted over networks we do not control. We cannot guarantee their security or confidentiality. By providing your cellphone number or email address, you agree we can communicate with you via text or email, which may include personal health information, despite these risks.

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Electronic Signatures and Records

You will be required to sign authorizations or agreements to enable Providers to speak or transact with CareGuide on your behalf. You agree that any notices, agreements, disclosures, or other communications we send to you electronically fulfill legal requirements, including the requirement that they be in writing.

When you use your finger, keypad, mouse, or other device to select an item (like a button or icon) while using the Services or making any transactions, it counts as your signature, acceptance, and agreement, just as if you had signed a paper document. You also agree that no certification authority or third-party verification is required to prove the validity of your electronic signature, and the lack of such certification or verification does not affect the enforceability of your signature or any resulting contract between You and Us.
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Please keep copies of any electronic communications from us by printing or saving them.

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Termination

We may terminate or suspend the Service or your use of the Service or your Account immediately at any time for any reason, including, without limitation, if: (1) you breach these Terms; (2) we are required to do so by law; or (3) we elect to discontinue the Service. Additionally, we may terminate or suspend the Service or your use of the Service or your Account at any time without cause. You may terminate your use of the Service and your Account at any time.

Notices

We may provide notices to you by: (a) emailing them to your Account’s email address or (b) mailing them via courier or regular mail to your Account’s street address. You may provide notices to us via email at services@cgasaves.com. Notices sent by email will be deemed received upon receipt unless a party receives notice that the email was not delivered. Notices sent by courier will be deemed received upon actual receipt. Notices sent by regular mail will be deemed received three (3) business days after deposit in the mail with first-class postage prepaid.

Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, CareGuide DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) AS TO THE SERVICE. CareGuide DOES NOT MAKE ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.

Limitation of Liability

CareGuide SHALL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, OR FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION PROVIDED IN CONNECTION WITH THE USE OF THE SERVICE, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE. CAREGUIDE’S AGGREGATE LIABILITY FOR DAMAGES IN CONNECTION WITH THESE TERMS AND THE SERVICE, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY (UNDER ANY THEORY, WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE), SHALL NOT EXCEED UNDER ANY CIRCUMSTANCES THE AGGREGATE AMOUNT OF FEES PAID BY YOU TO US UNDER THESE TERMS DURING THE PRIOR TWELVE (12) MONTHS.

Indemnification

You agree to indemnify, defend, and hold harmless CareGuide from and against any and all losses and threatened losses arising from, in connection with, or based on allegations whenever made of, any of the following: your breach of these Terms, your use of the Service, any claim that your use of the Service violates any applicable law, or any claim arising out of your negligent acts or omissions. This obligation will survive any termination of these terms or your CareGuide Account. You will cooperate fully as reasonably required in defense of any claim identified under this section. You acknowledge that damages from improper use of the Service may be irreparable; therefore, CareGuide is entitled to seek equitable relief in addition to all other remedies. CareGuide reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

Governing Law

Any dispute, claim, or cause of action arising from the Service or these Terms (“Dispute”) shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws provisions.

Dispute Resolution & Class Action Waiver

YOU SHOULD REVIEW THIS PROVISION CAREFULLY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS, EXCEPT FOR MATTERS THAT YOU FILE IN SMALL CLAIMS COURT IN THE STATE OR MUNICIPALITY OF YOUR RESIDENCE WITHIN THE JURISDICTIONAL LIMITS OF THE SMALL CLAIMS COURT AND AS LONG AS SUCH MATTER IS ONLY PENDING IN THAT COURT. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES MAY BE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. AN ARBITRATOR’S DECISION IS AS ENFORCEABLE AS ANY COURT ORDER AND IS SUBJECT TO VERY LIMITED REVIEW BY A COURT. YOU EXPRESSLY AGREE TO THIS PROVISION AS A CONDITION OF ACCESSING OR USING THE SERVICE.

If you have a Dispute, you must first notify us at services@cgasaves.com and attempt to resolve it with us informally. If we are unable to resolve any Dispute you bring to our attention within sixty (60) days of receipt of your notice or we raise any Dispute, you and we agree that, except where prohibited by law, all Disputes shall be resolved individually and exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the Consumer Arbitration Rules of the American Arbitration Association (the “AAA Rules”). For more information on the AAA, the AAA Rules, or the process for filing an arbitration claim, you may call the AAA at (800) 778-7879 or visit the AAA website at http://www.adr.org.

You and we agree to the following with respect to the arbitration of any Dispute: (1) ANY CLAIM MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) the arbitration will be held at a location in your hometown area unless you and we both agree to another location or telephonic arbitration; (4) you will pay any filing fee or other costs of arbitration only as required under the AAA Rules or as otherwise specified by the arbitrator; (5) we reserve the right, in our sole discretion, to assume responsibility for any or all of the costs of the arbitration; (6) the arbitrator will honor claims of privilege and privacy recognized at law; (7) the arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by applicable law or for purposes of enforcement of the arbitration award; (8) the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (9) each party will pay its own attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded by the arbitrator will be determined in accordance with the applicable law. ANY RIGHT TO A TRIAL BY JURY, WHETHER ON AN INDIVIDUAL OR A CLASS BASIS, IS HEREBY WAIVED.

This Section will survive the termination of the Service or these Terms. With the exception of the provisions prohibiting arbitration on a class or collective basis, if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the AAA Rules, then the balance of this provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting part was not contained herein. If for any reason a claim proceeds in court rather than in arbitration, the Dispute will be exclusively brought in the United States District Court for the Northern District of Texas if it has jurisdiction or, if it does not, in a state court located in United States District Court for the Northern District of Texas.

Feedback

Any comments or materials sent to CareGuide or posted on the Site, including feedback data, such as questions, comments, suggestions or the like regarding the content of any such documents (collectively "Feedback"), shall be deemed to be the property of CareGuide. CareGuide’s use of the Feedback will be in compliance with our Privacy Policy, which is set forth on the Site, and applicable laws. CareGuide shall have no additional obligations with respect to such Feedback and shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute the Feedback to others without limitation. Further, CareGuide shall be free to use any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products incorporating such Feedback.

Entire Agreement

These Terms, including CareGuide’s privacy policy, constitute the entire agreement and understanding between you and us relating to the Service and cancel and supersede any prior or contemporaneous agreements and other communications between you and us, whether written or oral, to the extent they relate in any way to the Service. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in effect.

Amendments

CareGuide may, in its sole discretion, amend these Terms at any time by posting a revised version on the Service. The effective date of any amendments to these Terms will be the date the revised version of these Terms is posted on the Service. By accessing or using the Service after the effective date of any amendments to these Terms, you agree to be bound by the revised version of these Terms.

No Waiver

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it.

Force Majeure

We will not be responsible for any failure or delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, epidemic, pandemic, disease outbreak (including the COVID-19 virus), acts of government, governmental requirements and regulations, restrictions imposed by law, or any other similar conditions beyond CareGuide’s reasonable control.

HBE Direct

For the consideration acknowledged and agreed as exchanged, CareGuide and each Customer utilizing the HBE Direct service (“Requestor”) located at www.cgasaves.com/hospitalbilleraser (“Questionnaire”) also agrees to the following:

1. CareGuide’s advocacy team will utilize proprietary software and processes (including utilization of negotiation, cash pricing, and hospital financial assistance programs) to reduce the amounts owed on each medical claim (“Claim”) submitted to CareGuide from time-to-time by Requestor (collectively, the “Services”) directly or on behalf of Servicee. 

2. “Servicee” means above-named individual for whom Requestor is submitting one or more Claims. Requestor and Servicee may be the same person. This Agreement will cover all Claims submitted by Requestor for the above-named Servicee. Requestor shall obtain the Servicee’s express, written consent for the services contemplated herein and obtain and deliver to CareGuide a signed copy of CareGuide’s HIPAA Release. Requestor (directly or via Servicee) will provide the complete set of documentation (including invoices and care records) for the Claim via CareGuide’s designated medium. 

3. Requestor agrees that CareGuide shall be the exclusive communicator for Requestor with respect to this claim, including communications with any insurance carriers, hospitals, facilities, and representatives or attorneys for same. Requestor agrees to refrain from discussing this Agreement and CareGuide’s work hereunder in any form to any insurance carrier and shall not enter into any agreement regarding the amount of the Claim without CareGuide’s expression written permission. 

4. CareGuide reserves the right to decline to provide services for any Claim submitted to it by Requestor, and no Claim shall be considered accepted by CareGuide for Services unless and until payment is received at the conclusion of the Questionnaire. Requestor understands that the Services can include and require communication and negotiation with hospitals, facilities, providers, and the like, and Requestor agrees to cooperate in obtaining necessary documentation such as releases and agency appointments for CareGuide, including sending necessary preliminary communications to plan members notifying them of CareGuide, CareGuide’s role, and CareGuide messages about claims resolution. 

5. Fee: For each submitted Claim, Requestor shall pay to CareGuide the fee stated at the conclusion of the Questionnaire, less any pre-paid consulting fee or applicable discount. Requestor may utilize one or more payment partners to make periodic payments in lieu of paying in full; in such case, Requestor fully waives and release CareGuide from any claim arising from or related to any act or omission whatsoever by such payment partner.

6. Refund/Guarantee Policy: Full refund of paid fee (excluding any amounts for discounts, interest to third parties, etc.) available if the final amount saved by CareGuide for you on your medical invoice submitted to and accepted by CareGuide is less than 3x the initial fee you paid. For example, if your hospital bill was $35,000, CareGuide will fully refund your $1,500 fee if the savings generated by CareGuide is less than $4,500. To obtain your refund, you must contact services@cgasaves.com with refund requests within sixty (60) days of receiving your confirmation from CareGuide of the final amount of savings obtained Prior to issuing the guarantee refund, CareGuide reserves the right to work directly with the hospital to obtain additional savings, which will require you to complete and sign an assignment of agency permitting CareGuide to negotiate directly on your behalf. This guarantee and refund policy are fully null and void if, in the reasonable determination of CareGuide, you (a) provided materially inaccurate answers to the qualifying questions, to the CareGuide advocacy team, or on documentation for hospital financial assistance or (b) failed to timely and fully respond in a reasonable manner to CareGuide’s advocacy team. Any partial settlements of your outstanding invoices will be entirely your responsibility to pay, as well as any remaining amounts in any case including cessation of services by CareGuide for any reason whatsoever.

7. CareGuide shall send reasonable support of savings obtained to Requestor upon written request, including the invoices and documentation showing the final amount of savings obtained by CareGuide. In some circumstances, a facility may simply decline to pursue billed amounts without confirming same in written form; in such instances CareGuide’s time period to satisfy the guaranty will extend until the applicable statute of limitations period has expired at which point, absent substantive efforts by the facility to collect, the Final Amount will be deemed to be zero dollars. 

8. Except as expressly stated in the above guarantee, CareGuide is not required to reduce the Claim by any specific amount, whether in dollar or percentage terms, and makes no representations or warranties regarding same. 

9. Representations and Warranties: Requestor represents and warrants that (a) it understands that the Services are not insurance or a health plan and shall not represent that to others, (b) that there is no guarantee of a reduction in or elimination of the amount of the Claim and shall not represent that to others, that Requestor has obtained written consent for CareGuide to contact each Servicee by phone and email, and (d) prompt provision of requested materials is essential to increasing the success of the Services, including Business Associate Agreements, files, assigned agency/consultant form, or HIPAA release forms from Requestor. Requestor represents and warrants that Requestor has all necessary consent and legal authority to make this Agreement for and on behalf of said Servicee, which shall be confirmed by Requestor having Servicee review, sign, and return to CareGuide the Servicee Acknowledgment and Agreement attached hereto.

10. This HBE Direct section encompasses all terms of the parties’ agreement, supersedes any and all prior agreements of the parties and can only be modified by a signed agreement of the parties. 

11. Requestor agrees to permit CareGuide to utilize a de-identified recount of the savings obtained hereunder in CareGuide’s marketing and training materials. 

12. REQUESTOR LEGAL COMPLIANCE. In performing this Agreement, Requestor shall comply with all applicable state and/or other governmental laws, rules and regulations in which Requestor's activities are to be performed and shall hold CareGuide harmless from Requestor's failure to do so. If this Agreement, the relationship created hereby or the performance hereof is determined by CareGuide to be contrary either (a) state and/or other governmental laws, rules or regulations now or hereafter in effect, or (b) Requestor's representations set forth in this Section, this Agreement will be voidable by CareGuide at CareGuide’s sole discretion. In this regard, Requestor (not CareGuide) is solely responsible for Requestor’s compliance with all state and/or other governmental laws, rules, or regulations now or hereafter in effect, regardless of Requestor’s actual knowledge thereof. Requestor acknowledges and agrees that CareGuide has entered into this Agreement with Requestor in material reliance on the following representations made by Requestor:

13. Requestor has not represented and shall not represent expressly or impliedly, whether by affirmative statement, omission, or implication by either statement or omission, that CareGuide or the Services is “insurance” as that term is defined by any state governing authority, including any statement or inference that CareGuide is an insurance carrier or affiliated with or backed by any insurance carrier.

14. Neither this Agreement, the relationship created hereby, nor the performance hereof is contrary to the current state and/or other governmental laws, rules or regulations in which Requestor’s activities are performed; and, 

15. Requestor has not refunded and will not refund either directly or indirectly, any funds to any director, manager, member, officer, employee, affiliate or other Requestor of CareGuide (including any subsidiary controlled by or affiliated with CareGuide, any direct or indirect licensor or licensee of CareGuide, or any officer, director, member, beneficial equity holder, or similar, or to any such person’s family).

16. Requestor represents and covenants that it has not in fact, has not planned or promised to, and will not commit itself to make nor will it actually make any direct or indirect payments in connection with CareGuide business to any directors, officers, officials, employees or shareholders of any governmental or private customer or prospective customer, or to such person’s family, or that are otherwise illegal under any applicable law.

17. Requestor understands and agrees that CareGuide will comply with any legal provisions requiring, or request from a government or governmental or private customer to disclose, by affidavit or otherwise, the identity of and payments made or to be made to Requestor.

18. Requestor shall observe and perform this Agreement in strict compliance with all applicable statutes, ordinances, rules and regulations promulgated by any federal, state or other governmental body or any department of agency thereof.  Without limiting the generality of the foregoing, Requestor shall scrupulously avoid any conduct which might be construed as the payment of any bribe or kick-back or the sharing of any Compensation with any agent, employee or Requestor of any customer or governmental authority in connection with the transaction of business pursuant to this Agreement.

19. TCPA COMPLIANCE AND INDEMNIFICATION. Requestor agrees that all performance (including performance aided or furthered by Requestor’s contractors, call centers, brokers, and agents) hereunder shall be rendered in full compliance with all applicable laws and regulations, including without limitation, all state, federal and international:  (1) Do-Not-Call list prohibitions; (2) telemarketer licensing and bonding requirements; (3) consumer cancellation rights; (4) mandatory disclosures; (5) cell phone calling restrictions; (6) autodialer and pre-recorded message restrictions; (7) internal DNC/opt-out rules; and all other applicable laws and regulations.  By pursuing sales hereunder, Requestor expressly warrants that Requestor is and shall continue to act in full compliance with the law, including the FTC’s Telemarketing Sales Rule, the FCC’s Telephone Consumer Protection Act (“TCPA”), and all other applicable laws and regulations including specific state and local restrictions. Requestor understands and acknowledges that it is generally a violation of federal law, including the amended TCPA, to call a cell phone for telemarketing purposes using an automatic telephone dialing system (“ATDS”) or to deliver a pre-recorded telemarketing message to a landline or cell phone without prior express written consent.  Requestor understands that even for non-telemarketing calls to cell phones, certain prior express consent may be required.  Requestor understands that even in click-to-call/“preview” mode, certain manual calling software may still be considered an ATDS and subject to the dialer and wireless restrictions.  Requestor will be responsible for ensuring that Requestor does not telemarket to cell phones without the appropriate consent. Requestor agrees to create and enforce its own internal safe harbor and Do Not Call policies and procedures in full compliance with the law. Requestor agrees to indemnify, defend and hold harmless CareGuide, along with its owners, members, directors, officers, agents, employees, contractors, consultants and vendors from and against any and all claims, suits, fines, costs, expenses, judgments and fees, including reasonable attorney’s fees, court costs and expenses, arising out of a claim alleging any violation by Requestor of the law, or alleging facts that would constitute a breach of Requestor’s warranties or obligations contained in this Agreement. Requestor will promptly indemnify, defend or settle, any such third-party claim, demand, lawsuit, investigation or proceeding brought against CareGuide. CareGuide will: (i) promptly notify Requestor of such claim, (ii) provide Requestor with reasonable information, assistance and cooperation in defending the lawsuit or proceeding, and (iii) give Requestor control and authority over the defense and settlement of such claim, subject to CareGuide’s approval of any such settlement, which approval will not be unreasonably withheld. No legal advice or counsel is given, or shall be deemed to have been given, by CareGuide or its affiliates and contractors, or by the services.