FamBear Caregiver Agreement

1. Introduction

This Caregiver Agreement is made by and between the brand name Fambear under American Thai Holdings Company Limited (FamBear) and you, the Caregiver (also known as Service Provider).

FamBear is the site, mobile app, services, and other channels that provide opportunities and facilitate meetings between the Caregivers and the Customers (known as the Site). FamBear does not act as the agent for either Caregivers or Customers. The caregiver is the user of the Site as the independent contractor and wishes to provide the services to the Customers on the terms and conditions hereinafter set forth.

By using the Site or contacting us by any method of communication, the Caregiver acknowledges, understands, and agrees that by registering for or using the Site, you, as a Caregiver, agree to be bound by the following terms and conditions and any other policy on the Site in their entirety. FamBear reserves the right to change or modify this Caregiver Agreement at any time at its sole discretion (“Agreement”). Any amendments to this Agreement shall become effective and binding on the Caregiver whether publicly posted or privately transmitted. If the Caregiver registers on the Site or continues to use the Site, the Caregiver will be bound by the then-current terms of this Agreement.


2. Definition

Unless the context indicates otherwise, the words and expressions set out below shall bear the following meanings and cognate expressions shall bear corresponding meanings:

  • FamBear means American Thai Holdings Company Limited and its affiliates and subsidiaries (“FamBear”, “we” or “our”);
  • Caregiver means the service provider whether individual use or authorized legal entity wishing to offer approved Services through the Site, and who has registered on the Caregiver Portal and has agreed to the terms of this Agreement (“Caregiver”, “you” or “your”);
  • The "Site" means www.FamBear.com and any other websites, web pages, mobile applications, and mobile websites operated by FamBear in Thailand but do not include and involve the sites and services that are subject to separate terms to which users of such sites and services must separately agree and which can be found on their respective sites and/or service materials or within the relevant mobile applications;
  • “Caregiver Portal” means the web-based tool or other web services or interfaces, provided by FamBear that Caregiver can use to manage its settings, content, and other information related to the Site, including all associated services listing requirements;
  • “Caregiver Marks” means Caregiver’s name, trademarks, service marks, and logos;
  • "Services" means all services and products that the Caregiver desires to offer on the Site or any other channels, and approved by FamBear, and as reflected on the Caregiver Portal;
  • “Customer” means a customer purchasing services through the Site;
  • “Claims” shall mean any and all foreseeable or unforeseeable and alleged or actual actions, causes of action (whether in tort, agreement, or strict liability, and whether in law or otherwise), claims, demands, lawsuits, legal proceedings, administrative or other proceedings or litigation;
  • “Content” shall mean all information, content, and images, including without limitation, the product information, (1) provided or made available by Caregiver to the Site for use in connection with the Site and (2) otherwise made available by Caregiver to Customers on the Site;
  • “Effective Date” means the date of acceptance of this Agreement by signing up, registering, or logging in on the Site;
  • “Intellectual Property Right” means any patent, copyright, trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, logo, moral right, trade secret, and any other intellectual property right arising under any laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing;
  • “Losses” shall mean any and all damages (including, without limitation, direct, consequential, economic, and punitive), sanctions, settlement payments, disbursements, judgments, liability, losses (including lost income or profit), costs, or expenses of any nature whatsoever, whether accrued, absolute, contingent or otherwise, including, without limitation, attorneys’ fees and costs (whether or not suit is brought);
  • “Orders” means orders placed by a Customer through the Site for the purchase of Services;
  • “Transaction Information” means the Customer’s Order information, including but not limited to the Customer’s name, telephone number, email address, and address.
3. Caregiver represents, warranties and agree that;
  • In case of an individual, you are of legal age to enter into a binding this Agreement, or that if you are registering on behalf of a legal entity, that you are authorized to enter into, and bind the entity to this Agreement;
  • Caregiver believes that its performance under this Agreement will not violate any other agreement, and Caregiver is not owned or controlled by any of FamBear’s directors.
  • Caregiver agrees and consents to FamBear completing a satisfactory check of Caregiver’s background, including without limitation, a criminal record, education, work experience, license, and certification regarding your Service Listing as well as recording the service performance and all transaction in connection to use of the Site.
  • Caregiver shall use the Site and proceed with the Services for lawful purposes only and in accordance with the terms and conditions of this Agreement, the existing and additional applicable policies of Fambear, and all applicable laws, rules, codes, guidelines, policies, and regulations;
  • Caregiver represents and warrants that you have all the necessary licenses, permits, work permits, Visa, valid passports, valid ID cards, insurance, and registrations, if any, required to perform the Services under this Agreement in accordance with applicable laws, rules and regulations and that you will perform the Services according to the Customers’ orders and specifications and with the standard of care prevailing in the industry.
  • Caregiver agrees that he/she does not do illegal drugs, consume tobacco products, or have an alcohol problem or any other related illness that can exclude him or her from performing any activities as required by a customer.
4. Create the Caregiver Account.

The caregiver is required to complete the Site registration process to create an account with a username and password (the “Account”) in order to make full use of offering the services on the Site. You may not share your password with anyone except authorized employees. You must always provide accurate, current, and complete information, and you must update such information in a timely manner to maintain its accuracy and completeness. Any use of the Site through your Account will be deemed as being used by you. FamBear is entitled to rely on the contact and other information that is supplied to us through your Account. Your Account is non-transferable and non-assignable.

If FamBear accepts Caregiver’s registration for using the Site, FamBear will provide the Caregiver access to the Site for posting the services on Service Listings and facilitate the purchasing of the Caregiver’s services to Customers. FamBear reserve the right to determine or change any aspect of the Site and may stop providing Caregiver access to the Site without notice.

5. Service Listings and Other Content
  • Purchasing of services on the Site is made by and between Caregiver and Caregiver’s Customers; FamBear is not the Caregiver and is not a party to such transactions. The caregiver’s listing of services on the Site does not imply that FamBear endorses or is affiliated with the Caregiver or the Caregiver’s service providers;
  • Caregiver shall ensure that all information and data you provide to FamBear is accurate, not misleading, and complies with applicable law. The caregiver shall ensure that all electronic information and data it transmits to FamBear or a Customer does not contain any harmful code or other feature designed to obtain unauthorized access to or information from or damage or degrade in any manner any computer system, application, or code;
  • Service Listing:
    • Caregiver shall create Service Listings or offers for service posted to Service Listings using the Caregiver Portal for all services you intend to offer on the Site;
    • Caregiver shall create Service Listings with all content that complies with applicable law, the policies of FamBear, and any specification or requirement by FamBear, including without limitation, the service information as set forth in the Caregiver Portal, and that is accurate and appropriate for the Site to which they are posted;
    • Caregiver shall ensure that the use of the Site of your Service Listings will not violate any intellectual property rights, contain defamatory or discriminatory content, constitute an invasion of a party’s rights of privacy or publicity and/or reflect unfavorably on the Site. For any kind of violation incurs from aforesaid cases, the Caregiver shall be responsible with your own at your expense.
  • The Caregiver will be held solely responsible for the accuracy of your pricing and all content for Services and will be obliged to honor any order placed by a Customer through the Site as a result of the content provided;
  • In the event that Caregiver provides incorrect pricing information in the Service Listing (“Pricing Error”), FamBear may, at Caregiver’s expense, take any commercially reasonable action necessary to avoid or repair harm to FamBear due to the Pricing Error, including requiring Caregiver to honor all service purchases at the erroneous price and compensating Customers for any inconvenience caused by a Pricing Error. The caregiver shall reimburse FamBear for all losses, expenses, or liabilities FamBear incurs as a result of Pricing Errors.
  • Caregiver agrees to the FamBear pricing, payments, and terms listed on the Site and on FamBear’s invoicing.
6. Intellectual Property and Information Ownership.
  • Caregiver hereby grants FamBear and its partners, a non-exclusive, royalty-free, perpetual, irrevocable right and license to publish, use, reproduce, distribute, transmit, display, modify, create derivative works of and otherwise commercially exploit all Content (excluding the Caregiver Marks), any document or data (“Caregiver Information”) in connection with the offering of the Services through the Site, the terms of this Agreement and for the listing, advertising, marketing and promotion of such services, including without limitation, through the Site, third party websites, email, or any other social media. Caregiver agrees that FamBear may permit users of the Site to share and post Content on their own social media outlets.
  • Caregiver hereby grants FamBear and marketing partners a non-exclusive, royalty-free, non-transferable license to publish, use, reproduce, distribute, transmit and display Caregiver Marks during the term in connection with the service of FamBear.
  • FamBear will own all rights, title, and interest in and any Intellectual Property (IP) Rights in the Site and all data collected or stored in connection with the Site. Except as expressly provided in this agreement, Caregiver will not have any ownership in or license to any such rights. If Caregiver is deemed to have any ownership interest or rights in all or any part of the foregoing, then Caregiver shall assign all of those interests and rights to FamBear. FamBear may use any Caregiver Information to create, develop, or modify the Site or any other FamBear concept, brand, software code, product, or feature (“Improvements”), and FamBear will own any Improvement and any IP Rights in an Improvement. If Caregiver is deemed to have any ownership interest or rights in an Improvement, the Caregiver shall assign all of those interests and rights to FamBear.
  • FamBear will own all Transaction Information, the Caregiver may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of the Agreement, FamBear’s Privacy Policy, and applicable Law. Caregiver will not:
    • disclose or convey any Transaction Information to any third party (except as necessary for the Caregiver to perform its obligations under the Agreement);
    • use any Transaction Information to conduct customer surveys or for any marketing or promotional purposes;
    • contact a customer that has ordered a Service that has not yet been proceeded with the intent to collect any amounts in connection therewith or to influence such Customer to make an alternative or additional purchase; or
    • target communications of any kind on the basis of the intended recipient being the Site’s usage.
7. Purchased Order Processing
  • Orders Status Update
    • Customers purchasing Services through the Site will place Orders using the Site checkout and payment gateway. FamBear will collect all proceeds from such transactions. FamBear will make available on the Caregiver Portal all the transaction information and the Caregiver need to manage all Orders via the Caregiver Portal. If FamBear believes a transaction is erroneous, duplicate, contrary to FamBear’s Policy, or fraudulent, FamBear may stop, cancel or prohibit the transaction.
  • Customer Payment Collection
    • Regarding the use of the Site or services, if the order of Customers is completed online or offline for any services, FamBear will collect the payment such as but not limited to (interview fees, booking fees, processing fees, plan fees, on-demand fees, monthly salaries, other fees) from Customers for the Caregiver’s services purchased. FamBear shall transfer the amount FamBear collected from the Customer, less any amounts Caregiver owes to FamBear or amounts owed for any taxes or deduction, to Caregiver using the processes and under the timing set forth in the FamBear pricing policies and upon the customer fully confirmed payment. If any monies are refunded or disputed by customers, FamBear reserves the right to charge the full amount and any fees incurred to the Caregiver.
  • Taxes
    • Caregiver is responsible for:
      • determining whether Caregiver Taxes apply to a Customer Order;
      • collecting, reporting, and remitting the correct Caregiver Taxes to the appropriate tax authorities;
      • reviewing, determining, and calculating settings and all related tax information for Services;
      • reviewing all tax-exempt transactions.
    • FamBear is not responsible for:
      • determining whether Caregiver Taxes apply to a Customer Order;
      • collecting, reporting, or remitting Caregiver Taxes to any tax authority (except as required by Applicable Law to do so);
      • Caregiver’s use of or reliance on tax data or services provided by FamBear or Tax Services, or for providing tax advice to Caregiver;
      • calculating, reporting, collecting, or paying any service-based excise taxes or any fees or surcharges;
      • providing support for tax exemptions based upon the identity of any individual, corporation, or other entity, or the intended use of a product by any individual, corporation, or other entity;
    • If a tax authority requires FamBear to pay any of Caregiver’s Taxes, Caregiver will promptly reimburse FamBear for the amounts FamBear paid and for any losses, expenses, or liabilities FamBear paid or incurred related to the tax authority’s demand to FamBear.
    • Caregiver acknowledges that non-parties will provide tax-related data (such as tax rates) to FamBear (the “Tax Services”) and that FamBear will use that data to collect Caregiver Taxes on Caregiver’s behalf. Caregiver acknowledges that FamBear and the Tax Services do not provide or comprise tax advice, that FamBear will not provide Caregiver tax advice, and that Caregiver is responsible for determining the applicability and accuracy of any tax data or tax collection.
    • Caregiver shall pay service taxes, if any, pursuant to applicable Law on any payments Caregiver owes to FamBear.
  • The Caregiver shall bear the full risk in and to any valid cancellation of an Order by a Customer and expressly acknowledges that the Customer may have additional rights against the Caregiver as a result of the terms and conditions contained on the Site (if any). FamBear is not responsible and liable to caregivers for any kind of losses arising out of aforesaid cases.
  • Fulfillment of Orders
    • Once FamBear has transmitted an Order to Caregiver, Caregiver will, at its own expense, be solely responsible for, and bear all liability for, processing and updating all relevant statuses on the Caregiver Portal;
    • If the Caregiver cannot fulfill a customer’s order or request, the Caregiver will immediately notify FamBear.
    • The Caregiver accepts that it shall be obliged to honor all Orders based on the price and availability on the Caregiver Portal and site as of the date of Order, notwithstanding that the Caregiver may have only been notified of the Order after the actual date of Order.
  • Customer Issues
    • Caregiver shall handle all customer service issues related to Caregiver’s Services. FamBear is not responsible for handling customer service issues related to Caregiver’s Services, and FamBear may direct Customers who contact FamBear with service issues related to Services to contact the Caregiver using the contact information the Caregiver has provided on the Site. If Caregiver does not handle a customer service issue or a request from FamBear to handle that issue, FamBear may take any actions necessary to ensure Caregiver’s compliance, and FamBear will not be liable to the Caregiver or Customer or any additional party for any results of those actions. If the Caregiver does not handle a customer service issue to FamBear’s satisfaction, FamBear may contact the Customer and take any action to resolve the issue at the Caregiver’s expense.
  • Chargebacks
    • FamBear may charge Caregiver for losses, expenses, or liabilities FamBear incurs related to Customer disputes related to Caregiver’s transactions or Services (“Chargebacks”). In the event that FamBear determines at its sole discretion to charge Caregiver for a Chargeback, we will send Caregiver a notice of that Chargeback, Caregiver will respond and provide Fambear any information requested in the Chargeback notice within seven (7) business days of receiving the notice. If Caregiver does not respond to the Chargeback notice to FamBear’s satisfaction, FamBear may charge Caregiver for the Chargeback, and Caregiver will reimburse FamBear for the Chargeback. The caregiver will not be responsible for Chargebacks due to:
      • theft or unauthorized use of a customer’s payment card information for which FamBear is responsible (except to the extent that theft or unauthorized use is attributable to Caregiver); or
      • FamBear’s failure to send Caregiver a notice of Customer Order.
  • Customer Reviews and Ratings.
    • FamBear may ask and allow the Customers to rate or provide comments regarding Caregiver’s Services or performance and may post any resulting ratings or comments on the Site for public display. FamBear will have no liability to the Caregiver for the content or accuracy of any ratings or reviews. The caregiver will have no ownership interest in or license to use any rating or reviews posted on the Site.
  • Cancellation the Orders and Refund
    • A Customer may cancel or change request any Order for a purchased Services through the Site at any time. The Caregiver is obligated to accept any cancellation.
    • All purchases, payments, and transactions are nonrefundable
8. Fees
  • Fee
    • Customers are responsible for paying FamBear (interview fees, booking fees, subscription fees, processing fees, plan fees, on-demand fees, monthly salaries, and other fees). Caregivers are responsible for paying any fees paid directly to the Caregiver that is owed to Fambear. In addition, the Caregiver agrees to pay FamBear a monthly or annual subscription fee specified in FamBear’s Policy or pricing information page. FamBear may change the Fee by posting the new fee on the pricing information page or by written presentation or by verbally informing the Caregiver. Any revised Fee will be effective from the date it is posted. Caregiver’s failure to pay Fee constitutes a material breach of this Agreement and under the causes of this breach, FamBear reserves the right to terminate this Agreement at its sole discretion. Caregivers are required to pay a percentage of their first month’s salary and in some cases a percentage of their continued salary as negotiated by the customer, FamBear, and the caregiver. The percentage can change and may be communicated in writing or verbally. All fees are posted in FamBear’s office for your review. By signing up you agree that you have reviewed the sign fee, percentage, and all other terms. NO REFUNDS.
  • Methods of Payment.
    • Caregiver shall promptly pay any amounts it owes FamBear regarding FamBear’s demand. Caregiver hereby authorizes FamBear to use any of the following methods for obtaining payment of amounts Caregiver owes FamBear:
      • Off-setting any payments FamBear owes to Caregiver by any amount Caregiver owes to FamBear;
      • reversing any credits to Caregiver’s Account;
      • deducting amounts owed to FamBear from any Caregiver Funds FamBear requires;
      • charging Caregiver’s credit card, or deducting funds from Caregiver’s bank account; or
      • seeking payment from Caregiver by any other lawful means.
    • FamBear will make payment of the Caregiver’s compensation for purchased and processed Orders on two set days of each month, namely the 15th and 30th of each month. When these dates do not fall on business days, payment will be made on the next business day after such date. Payment is subject to FamBear receiving the customer’s full payment for services and validating all customer payments.
    • Orders that meet the completion process on or before the 14th of a month will be paid on the last day of that month. Orders that meet the completion process after the 15th of a month (but before the last day of that month) will be paid on or before the 15th day of the following month.
    • All payments to Caregiver’s bank account will be made by means of electronic funds transfer or a similar method. If FamBear concludes that Caregiver’s actions and/or performance in connection with this Agreement may result in customer disputes, chargebacks or other claims, then FamBear may, in its sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to Caregiver under this Agreement for the shorter of a period of ninety (90) days following the initial date of suspension; or completion of any investigation(s) regarding Caregiver’s actions and/or performance in connection with this Agreement.
9. Contact with Customers and Customer Service Escalation
  • FamBear will be responsible for providing telephonic, email, and other channel support for Customers. Where FamBear is unable to resolve a customer support query, FamBear will escalate the support query to the Caregiver for support and resolution.
  • Caregiver will always represent itself as a separate entity from FamBear when providing customer service for its services purchased through the Site.
  • The Caregiver shall not be entitled to contact the Customer directly under any circumstances without having FamBear’s prior written consent.
10. Control of the Site

FamBear has the sole right to determine the content, appearance, design, functionality, and all other aspects of the Site, including, without limitation, all content provided in connection with the Services provided by Caregiver through the Site. FamBear intends to use one set of content for each item purchased through the Site. FamBear may suspend any Service listing or display of Content or refuse to list any Services in its sole discretion and FamBear may require Caregiver to exclude any Services from the Site. If FamBear requests that Caregiver remove Services from the Site, Caregiver will make commercially reasonable efforts to remove those Services by unpublishing or retiring such Services through the Caregiver Portal within twenty-four (24) hours of such request so such Services no longer appear for offering on the Site and Caregiver will not include such removed Services on the Site at any time unless the inclusion of such Service is specifically authorized by FamBear in writing. FamBear will have sole control of any marketing of any Services on the Site.

11. Confidentiality and Privacy
  • Definition: “Confidential Information” shall mean any information disclosed by one party to this Agreement in connection with this Agreement to the other. The terms and conditions of this Agreement shall be considered Confidential Information, including, without limitation:
    • all trade secrets;
    • existing or contemplated services, designs, technology, processes, technical data, techniques, methodologies, concepts, strategy, and any information related thereto;
    • transaction Information, all payment card data, and all tax codes of the Site;
    • Customer lists and Customer information. The caregiver is required to keep all customer information confidential and the caregiver requires the customer’s written consent to release any information.
  • Exclusions
    • Confidential Information shall exclude information that:
      • was independently developed by the Caregiver without any use of the FamBear’s Confidential Information or by the Caregiver’s employees or other agents (or independent contractors hired by the Caregiver) who have not been exposed to the FamBear’s Confidential Information;
      • becomes known to the Caregiver, without restriction, from a source other than the FamBear without breach of this Agreement and that had a right to disclose it;
      • was in the public domain at the time it was disclosed or becomes in the public domain through no act or omission of the Caregiver; or
      • was rightfully known to the Caregiver, without restriction, at the time of disclosure
  • During the term of this Agreement, Caregiver access to Confidential Information belonging to FamBear, Customers, its suppliers, and others, Caregiver shall not violate any privacy policies of FamBear and relevant laws. The Caregiver shall treat as confidential all of the Confidential Information and shall not disclose such Confidential Information to a third party except as expressly permitted under this Agreement. Without limiting the foregoing, the Caregiver shall use at least the same degree of care, which it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care, to prevent the disclosure of the Confidential Information. Caregiver agrees to not disclose any confidential information to FamBear’s competitors.
  • In accordance with FamBear Privacy Policy and relevant law, Caregiver understands and consents that FamBear and its suppliers may collect, use, disclose and/or process your personal data for the purpose of the use of the Site, this Agreement and as required by law. Caregiver understands that FamBear may disclose your personal data to a third party for the purpose of processing and facilitating the service of the Site, (such as finance and accounting, information technology service provider, consultants, or advisors), law enforcement or government authorities as necessary to comply with a legal requirement or in the course of legal action and to legitimate or recipients of communications under applicable laws, where required by law or necessary for the purpose of, or in connection with, any legal proceeding and you hereby consent to such disclosure. In some cases, a third party may be located outside of Thailand and your information may accordingly be transferred in or through a location outside of Thailand and may be accessible to regulatory authorities in accordance with the laws of those locations.
12. Reporting and Audits
  • Caregiver will, within a reasonable period of time, not to exceed thirty (30) days, following a request from FamBear, make commercially reasonable efforts to provide FamBear with any reports, information, or other documentation relating to Caregiver’s compliance with this Agreement and applicable Law reasonably requested by FamBear; provided, however, that in the event that FamBear requests that Caregiver provides FamBear with copies of reports that Caregiver was required to file with any regulatory agency, Caregiver will provide such reports within seven (7) days of FamBear's written request.
  • Upon FamBear’s request, Caregiver will provide FamBear with written certification from an officer of Caregiver stating that Caregiver has complied with any of Caregiver’s obligations under this Agreement, including, for example, and without limitation, compliance with the requirement of the relevant laws.
13. Disclaimer
  • Neither FamBear nor its affiliates, officers, directors, licensors, suppliers, employees or agents make any representations or warrants express or implied, that the Site, FamBear, any Caregiver Portal, services provided by FamBear, or any service provider, or software used to provide the Services will be uninterrupted, timely, secure, virus-free or error-free, and Caregiver agrees that FamBear will not be liable for the consequences of any interruptions or errors, including without limitation, system or software failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of any transactions.
  • Neither FamBear nor its affiliates, officers, directors, licensors, suppliers, employees, or agents make any representations or warrants express or implied, to Caregiver with respect to the purchasing of Caregiver’s Services through the Site pursuant to this Agreement, and all such services provided by FamBear are provided on an “as-is” and “as-available” basis.
  • FamBear shall not have any responsibilities and liabilities of any Losses, fraud or violation arising out of the Customers’ actions or any causes between Caregiver and Customers. FamBear may or may not pre-screen Customers and or the Content or information provided by Customers.
14. Term and Termination
  • This Agreement starts to bind the parties when Caregiver registers on the Site and continues until terminated by a party.
  • Caregiver may not assign this Agreement, or any of its respective rights or obligations hereunder, without the prior written consent of FamBear. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of, the Parties and their respective successors and permitted assigns. Any assignment or assumption without FamBear’s prior written consent will be null and void. Any Services that are proceeded by Caregiver’s assignees are deemed to be the act of the Caregiver and the Caregiver is fully responsible and liable for any kind of such proceeding.
  • Caregiver may terminate this agreement for any reason by notifying FamBear as then specified in the Site. FamBear may terminate this agreement for any reason by notifying Caregiver.
  • Upon termination, any rights or obligations of a party with respect to any outstanding service transaction (including fulfillment and handling the customer service issues) will survive until completed. Any termination of this agreement will be without prejudice to the rights of either party against the other with respect to any claim, right, or obligation arising before the termination. Any obligations of the Parties relating to limitations on liability, confidentiality, and indemnification, as well as any other obligations under this Agreement that by their nature are intended to survive, including any payment or customer service obligations in connection with the Services hereunder, will survive termination of this Agreement. Upon termination, FamBear may require Caregiver to maintain its Funds to cover any amounts the Caregiver does or may owe FamBear, including cover amounts the Caregiver will owe FamBear for Customer claims and Chargebacks.
15. Indemnification
  • Upon this Agreement, Caregiver agrees to defend, indemnify and hold FamBear, its affiliates, its licensors, and each of their owners, officers, directors, other users, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees and costs) arising out of or in connection with:
    • your violation or breach of any term of this Agreement or any FamBear policy or any applicable law or regulation, whether or not referenced herein;
    • death, illness, personal injury, or property damage arising out of or resulting in any way from any actual or alleged defect in a Service;
    • any act or omission of the Caregiver, its agents, employees, or subcontractors relating to the Services they provide;
    • any actual or alleged infringement of any patent, trademark, copyright, trade secret, trade dress, or another intellectual property right of a non-party related to a Services, Caregiver Information, or Caregiver Mark
  • If FamBear seeks indemnification from a Covered Claim, FamBear may provide the Caregiver reasonably prompt notice of that claim. If FamBear sends Caregiver a notice of a Covered Claim, the Caregiver shall respond reasonably promptly to FamBear’s request and shall select counsel reasonably acceptable to FamBear to handle the Covered Claim. A FamBear Party may also hire counsel at its own expense to participate in the defense of a Covered Claim. The caregiver shall not bind a FamBear Party in a settlement of a Covered Claim without that FamBear Party’s prior written consent.
16. Amendment

FamBear may amend the terms of this Agreement (including without limitation, any Annexures hereto) from time to time and will either post such amendments to the Caregiver Portal (“Amendment Notice”). If the Caregiver objects to any amendment to the terms of this Agreement (including any Annexure hereto), the Caregiver should terminate this Agreement. If the Caregiver continues to use the Site after the effective date of any amendment, the Caregiver will be deemed to have agreed to and accepted any modifications set forth in the amendment.

17. Waiver

Neither Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. A waiver by either Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.

18. Severability

If any provision of the Terms shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from the Terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction

19. Interpretation and Governing Law.

This Agreement and any interpretation or requirements made under the terms of this Agreement shall be governed in accordance with the laws of the Kingdom of Thailand.