KAREFORCE, LLC

CLIENT TERMS & CONDITIONS

Revised September 27, 2026

These Client Terms and Conditions are incorporated into the Onboarding Registration Agreement on the App executed by Kareforce, LLC (“Kareforce”) and the individual identified which may include their guardian or representative therein (“Client”). Together, these documents constitute the “Agreement.” The Client Registration Agreement controls with respect to expressly agreed commercial terms.

1. SERVICES

1.1 Platform Services. Kareforce operates a technology platform that facilitates connections among clients, caregivers and participating agencies for caregiving services, including Community Habilitation/Direct Support Professional.

1.2 Caregiver Search. Kareforce uses the information provided by the Client, including requested hours, location, language, communication needs, accessibility requirements and caregiver qualifications, to identify potential matches.

1.3 Matching Services. Kareforce may present Client with potential caregivers and facilitate introductions. Kareforce does not guarantee the availability, qualifications, acceptance or continued engagement of any particular caregiver.

1.4 Role of Kareforce. Kareforce provides technology and administrative support. Kareforce is not a medical provider, caregiving agency or employer and does not independently provide, supervise or guarantee caregiving services. Kareforce may facilitate background screening of registered caregivers. Such screening does not constitute a certification or guarantee of a caregiver’s suitability for any particular Client or assignment.

2. CLIENT RESPONSIBILITIES

2.1 Accurate Information. Client shall provide accurate and current information concerning the Client’s caregiving requirements, location, requested hours, scheduling preferences and other information reasonably necessary to facilitate matching.

2.2 Special Requirements. Client shall identify any material communication, accessibility, mobility, language or other requirements relevant to selecting an appropriate caregiver.

2.3 Updates. Client shall promptly notify Kareforce of material changes in requested services, scheduling requirements or caregiver preferences.

2.4 Final Selection. Client is responsible for reviewing the information made available concerning each proposed caregiver and determining whether that caregiver meets the Client’s individual requirements. Client retains the final decision concerning whether to proceed with a proposed caregiver, subject to any applicable agency or program requirements. Kareforce’s identification or introduction of a caregiver does not constitute a recommendation, certification or guarantee of suitability.

2.5 Agency Responsibilities. Where services are provided through a participating agency, that agency is independently responsible for its hiring, credentialing, screening, employment, supervision and applicable regulatory obligations. Client is responsible for reviewing and accepting the terms of any separate arrangement it enters into with an agency or caregiver.

2.6 No Guaranteed Care or Emergency Services. Kareforce is not an emergency response service and does not guarantee continuous caregiver availability. Family is responsible for making appropriate alternative arrangements when caregiving services are unavailable, interrupted or canceled.

3. FEES AND PAYMENT

3.1 Applicable Fees. Any fees payable by Client shall be identified in the Client Onboarding Registration Agreement or otherwise separately agreed upon in writing before they are incurred.

3.2 Optional Services. Kareforce may offer additional administrative or support services. Client is not required to purchase such services, and any applicable fees shall be disclosed before purchase.

3.3 Third-Party Charges. Unless expressly agreed otherwise, fees charged by participating agencies, caregivers or other third parties are separate from any fees payable to Kareforce.

3.4 Changes to Fees. Kareforce shall not increase an agreed fee or impose a new fee without Client’s prior written agreement.

4. TERM AND TERMINATION

4.1 Term. This Agreement commences upon execution and continues until terminated in accordance with this Section.

4.2 Termination by Client. Client may terminate this Agreement at any time upon written notice to Kareforce.

4.3 Termination by Kareforce. Kareforce may terminate this Agreement upon written notice or immediately suspend access when reasonably necessary to address suspected fraud, unlawful conduct, material violations of these Terms or security concerns.

4.4 Effect of Termination. Upon termination, Kareforce may deactivate Family’s account and discontinue matching services. Termination shall not automatically terminate any separate agreement between Family and a participating agency or caregiver.

4.5 Existing Obligations. Termination shall not affect accrued payment obligations or provisions intended to survive termination.

5. PLATFORM ACCESS AND INTELLECTUAL PROPERTY

5.1 Limited License. Kareforce grants Client a limited, nonexclusive, nontransferable right to access and use its software platform during the term of the Agreement solely for Client’s personal use.

5.2 Ownership. Kareforce retains all ownership rights in its platform, software, technology, trademarks, branding, proprietary processes and related intellectual property. Client retains ownership of the information and materials it submits, subject to applicable law and the rights of the individuals whose personal information is involved.

5.3 Use of Submitted Information. Client grants Kareforce a limited, nonexclusive license to collect, process, store and share information submitted by Client solely as reasonably necessary to operate the platform, facilitate caregiver matching and provide its services, subject to applicable law, Client’s authorizations and Kareforce’s Privacy Policy.

5.4 Restrictions. Client shall not reproduce, resell, sublicense, reverse engineer or commercially exploit Kareforce’s software or proprietary technology without Kareforce’s prior written consent, except as permitted by applicable law.

6. CONFIDENTIALITY, PRIVACY AND SECURITY

6.1 Confidentiality. Client shall maintain the confidentiality of nonpublic information concerning caregivers and participating agencies obtained through the platform and use such information solely for authorized purposes.

6.2 Privacy. Kareforce shall collect, maintain, use and disclose information provided by Client in accordance with its Privacy Policy and applicable law.

6.3 Information Sharing. Family authorizes Kareforce to share information concerning the Client’s caregiving requirements, location, availability and preferences with potential caregivers and participating agencies solely as reasonably necessary to facilitate matching, subject to applicable law and any required additional authorization.

6.4 Sensitive Information. Kareforce shall limit access to sensitive Client information to authorized persons and shall not disclose such information for unrelated purposes without appropriate authorization.

6.5 Account Security. Client shall maintain the confidentiality of its account credentials and promptly notify Kareforce of suspected unauthorized access.

6.6 Regulatory Compliance. Each party shall comply with the privacy and security laws applicable to its activities, including HIPAA to the extent applicable.

6.7 Authority to Share Client Information. Client represents that it has obtained all consents and possesses all authority required to submit the Client’s information and authorize its disclosure for matching purposes. Client shall not submit information beyond what is reasonably necessary to identify appropriate caregiving services.

7. REPRESENTATIONS AND WARRANTIES

Client represents that the individual executing this Agreement has the legal authority necessary to enter into it and to submit and authorize the use of the Client information provided. Kareforce makes no representation or warranty concerning the availability, suitability, performance or continued engagement of any caregiver or participating agency. Kareforce does not independently guarantee caregiver qualifications or background screening results.

8. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, Kareforce, its members, managers, officers, employees and agents shall not be liable for indirect, incidental, special, consequential or punitive damages arising from or relating to the Agreement or the Services, including lost profits, lost business opportunities or loss of data. Unless otherwise agreed in writing, Kareforce’s total aggregate liability arising from or relating to the Agreement or the Services shall not exceed One Thousand Dollars ($1,000). Nothing in the Agreement shall limit liability to the extent such limitation is prohibited by applicable law.

9. INDEMNIFICATION

Client shall indemnify and hold harmless Kareforce and its members, managers, officers, employees and agents against third-party claims, damages, liabilities and reasonable legal expenses arising from Family’s material breach of this Agreement, unauthorized disclosure of information or unlawful use of the platform. This obligation shall not apply to the extent a claim results from Kareforce’s own negligence, misconduct or breach of its legal obligations.

10. WEBSITE TERMS AND PRIVACY POLICY

Client acknowledges that Kareforce maintains separate Website Terms of Use and a Privacy Policy, available through its website. Client agrees to comply with the Website Terms of Use to the extent applicable to its use of Kareforce’s public website. The Privacy Policy describes Kareforce’s collection, use, maintenance and disclosure of personal information. In the event of any conflict between these Client Terms and Conditions and the Website Terms of Use, these Client Terms and Conditions shall control with respect to Family’s contractual relationship with Kareforce.

11. GOVERNING LAW AND EXCLUSIVE JURISDICTION

The Agreement shall be governed by the laws of the State of New York, without regard to its conflict of laws principles. To the extent permitted by applicable law, any lawsuit brought against Kareforce arising from or relating to the Agreement or the Services shall be commenced exclusively in the Supreme Court of the State of New York, Suffolk County. Family consents to that court’s personal jurisdiction and waives objections to venue to the extent permitted by law.

12. GENERAL PROVISIONS

12.1 Independent Relationships. Kareforce provides technology and administrative services and is not a party to any separate employment or caregiving arrangement between Client and a caregiver or participating agency. Nothing in this Agreement creates an employment, partnership or agency relationship between Client and Kareforce.

12.2 Entire Agreement. The Onboarding Registration Agreement on the App and the Terms and Conditions constitute the entire agreement between the Parties concerning the Services, together with any separate written agreement expressly incorporated by reference.

12.3 Amendments. Any amendment to the Agreement must be in writing and agreed upon by both Parties, except for changes expressly permitted under these Terms.

12.4 Assignment. Client may not assign the Agreement without Kareforce’s prior written consent. Kareforce may assign the Agreement in connection with a merger, acquisition or sale of substantially all of its business or assets, provided its successor assumes Kareforce’s obligations.

12.5 Severability. If any provision is determined to be unenforceable, the remaining provisions shall remain effective to the extent permitted by law.

12.6 Waiver. Failure to enforce any provision shall not constitute a waiver of the right to enforce it subsequently.

12.7 Force Majeure. Neither Party shall be responsible for delays or failures caused by circumstances beyond its reasonable control, except for accrued payment obligations.

12.8 Electronic Signatures. The Onboarding Registration Agreement on the App may be executed electronically and in counterparts, each of which shall be deemed an original.

12.9 Notices. Notices required under the Agreement shall be delivered by email or another agreed written method to the designated contacts identified in the Onboarding Form. Notices shall be effective upon confirmed delivery, excluding automated delivery-failure notices.

12.10 Survival. Provisions concerning accrued payment obligations, confidentiality, intellectual property, limitations of liability, indemnification, governing law and dispute resolution shall survive expiration or termination to the extent applicable.