- This Nurses For Nurses Staffing, LLC (“Nurses For Nurses” or the “Company”) Terms of Service (this “Agreement”) is made and entered into by and between you, a self-employed individual or independent contractor who is a licensed healthcare provider (“you”), and Nurses For Nurses, a technology company that provides a technology platform healthcare facilities and self-employed or independent contractor health care service providers, such as yourself, to find one another for the purposes of engaging in a business to business arrangement whereby the two may contract for services needed by the healthcare facility. Nurses For Nurses’ platform facilitates proof of credentials and payments from healthcare facilities to self-employed or independent contractor health care service providers. Nurses For Nurses limited involvement in the relationship between the self-employed or independent contractor health care service provider and healthcare facility. Nurses For Nurses merely provides this platform for such parties to connect and be able to contract with one another. Nurses For Nurses is not a healthcare facility or an employer, and is not affiliated with any of the self-employed or independent contractor health care providers or healthcare facilities who use its platform.
- A. You as a self-employed individual or independent contractor for healthcare facilities may independently determine if you provide services to any particular healthcare facility, when you provide services, the amount of time you spend providing services in any given day or week, with whom you contract or do not contract.
- B. Nurses For Nurses provides certain lead generation services between Facilities (as defined in Section 1.3 below) that are seeking healthcare services, and you, a self-employed individual or independent contractor licensed provider of healthcare services, to potentially provide such healthcare services through the use of the Services (as defined in Section 1.6 below).
- C. You acknowledge and agree that Nurses For Nurses is a technology services provider that does not provide healthcare services, nor does it employ healthcare providers who utilize its technology programs.
- D. The purpose of this Agreement is to set the terms regarding your access to and use of Nurses For Nurses’ Services and its technology programs which includes: (1) Nurses For Nurses’ online platforms locate at www.n4nstaffing.com and all pages accessible through such site (“Site”); (2) Nurses For Nurses’ mobile application, and (3) all other related services available through Nurses For Nurses’ technology (collectively known as the “Platforms”).You acknowledge and agree that you will read this Agreement carefully before you start to use any of the Platforms. BY USING THE PLATFORMS AND/OR SERVICES (AS DEFINED IN SECTION 1.6 BELOW), OR BY CLICKING TO ACCEPT OR AGREE TO THE TERMS OF THIS AGREEMENT WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THIS AGREEMENT. IF YOU DO NOT WANT TO BE BOUND TO THIS AGREEMENT, INCLUDING THE MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS SET FORTH HEREIN, YOU MUST NOT ACCESS OR USE THE PLATFORMS OR SERVICES.
- E. You also acknowledge that you (a) are 18 years of age or older, (b) reside in the United States, (c) have not been previously suspended or removed from the Platforms, or engaged in any activity that could result in suspension or removal from the Platforms, (d) do not have more than one Account, and (e) have full power and authority to enter into this Agreement and in so doing will not violate any other agreement to which you are a party. If you are accessing or using the Platforms or Services on behalf of another person or entity, you represent that you are authorized to accept this Agreement on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates this Agreement. By using the Platforms and/or Services, you represent and warrant that you are of legal age to form a binding contract with Nurses For Nurses and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platforms or Services.
- Based on these aforementioned Recitals, which are hereby incorporated into made a part of this Agreement, you and Nurses For Nurses agree as follows:
- 1.1. “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest or the majority of the voting rights of such entity.
- 1.2. “Company Data” means all data related to the access and use of the Services hereunder, including all data related to the provision of Shifts via the Services and Facility Information.
- 1.3. “Facility” means an entity that operates a healthcare facility and/or the entity that provides healthcare services to patients (including but not limited dentistry, physical therapy, occupational therapy, respiratory therapy, speech therapy) that is authorized by Nurses For Nurses to use the Services for the purpose of obtaining Healthcare Services offered by you.
- 1.4. “Facility Information” means information about a Facility made available to you in connection with such Facility’s request for and use of Healthcare Services which may include the Facility’s name, address, contact information, and a description of a particular service need.
- 1.5. “Healthcare Services” means the healthcare services provided by you that are requested and accepted through the Services.
- 1.6. “Services” means the access and use of the Platforms and services and functions related thereto, including, Nurses For Nurses’ on- demand lead generation and related services that enable you and Facilities to seek, request, receive, approve, accept, reject, and/or fulfill on-demand requests for available self-employed individuals or independent contractors who are licensed healthcare providers to perform healthcare services for Facilities seeking healthcare services; such Services include access to the Platforms and payment services as described in Section 5 below, and related support services and systems, as may be updated or modified from time to time.
- 1.7. “User” is a person who utilizes or accesses Platforms or performs Shifts.
- 1.8. “Shift” is the provision of Healthcare Services by self-employed individuals or independent contractors who are licensed healthcare providers to a Facility in accordance with the description and scope of such Healthcare Services, including the type and nature of such Healthcare Services, the date, time, duration, and location of such Healthcare Services, that are requested, received, approved, accepted, and fulfilled through the use of the Services.
- 1.9. “Territory” means the city, metro area, and state in the United States of the location of the Facility at which applicable Shifts are to be fulfilled by self-employed individuals or independent contractors who are licensed healthcare providers; provided, however, in no event shall any Facility or location for a Shift be located in the State of California or Massachusetts.
Relationship of the Parties
- 2.1. Business Relationship. You acknowledge and agree that your use of the Platforms and/or Services creates a direct business relationship between you and Nurses For Nurses. Except as otherwise expressly provided herein with respect to Nurses For Nurses acting as the limited payment collection agent solely for the purpose of collecting payment from Facilities on your behalf, the relationship between the parties under this Agreement is solely that of contracting parties. You and Nurses For Nurses each hereby acknowledge and agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between Nurses For Nurses and you; and (b) no joint venture, partnership, or agency relationship exists between Nurses For Nurses and you.
- 2.2. Agency. You hereby acknowledge and agree that you have no authority to bind Nurses For Nurses or its Affiliates and you shall not hold yourself out as an employee, agent or authorized representative of Nurses For Nurses or its Affiliates. Notwithstanding anything to the contrary in this Agreement, where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of Nurses For Nurses, you undertake and agree to indemnify, defend (at Nurses For Nurses’ option) and hold Nurses For Nurses and its Affiliates harmless from and against any claims against or incurred by Nurses For Nurses or any of its Affiliates that are brought against Nurses For Nurses or any of its Affiliates by any person or entity based on such implied agency or representative relationship.
- 2.3. Direction; Control. You acknowledge and agree that, in accordance with this Agreement, you may independently determine the Shifts that you are willing to accept and, except as otherwise provided in this Agreement, the rate at which you will be paid. Nurses For Nurses does not, and shall not be deemed to, direct or control you generally or in your fulfillment of any Healthcare Services during a Shift, including in connection with your provision of Healthcare Services, your acts or omissions during, or your operation and/or maintenance of any equipment or property used in fulfilling a Shift. Without limitation of the generality of the foregoing, you acknowledge and agree that Nurses For Nurses does not have the right or authority to direct or control what actions you perform or how you perform such actions in providing the Healthcare Services during a Shift. You and Nurses For Nurses acknowledge and agree that the business relationship between such parties under this Agreement is a temporary, and not permanent, relationship.
- 2.4. Use of Platforms and Services. Unless such right is earlier terminated, deactivated, or restricted by Nurses For Nurses in accordance with this Agreement, you retain the sole right to determine when, where, and for how long you will utilize the Platforms and Services. You retain the option, via the Platforms to attempt to request, accept, decline, and/or or ignore a Facility’s request for Healthcare Services pursuant to a Shift, or to cancel an accepted or approved Shift in accordance with this Agreement, including the then-current cancellation policies.
- 2.5. Non-Exclusive. You acknowledge and agree that, except as expressly prohibited pursuant to this Agreement or otherwise prohibited by applicable law or an applicable Facility’s standards, policies, practices, and procedures, you have complete discretion to provide services or otherwise engage in other business or employment activities other than the fulfillment of Shifts. For the sake of clarity, you
understand that, except as expressly prohibited pursuant to this Agreement or otherwise prohibited by applicable law or an applicable Facility’s standards, policies, practices, and procedures, you retain the complete right to; (i) use other software application services related to lead-generation for the provision of healthcare services in addition to the Platforms and Services; and (ii) engage in any other occupation or business other than being a provider of healthcare services.
- 2.6. Branding; Equipment. With the exception of any signage required by applicable law, regulatory authority, requirements related to your Credentials, or an applicable Facility’s standards, policies, practices, and procedures, Nurses For Nurses shall have no right to require you to: (a) display Nurses For Nurses or any of its Affiliates’ respective names, logos or colors on any of your equipment or property; or
(b) wear a uniform or any other clothing displaying Nurses For Nurses or any of its Affiliates’ respective names, logos or colors. You hereby acknowledge and agree that Nurses For Nurses will not be providing you any equipment or training that may be necessary to fulfill a Shift for a Facility.
- 2.7. Control. You acknowledge and agree that in providing Services to a Facility on a Shift, Nurses For Nurses has no authority or control over the Services you provide including the quality and method of providing such services nor the day-to-day oversight or supervision of your providing such Services. You further acknowledge and agree that Nurses For Nurses will not provide you with any tools of the trade or other materials in order for you to perform the work on the Shift.
Use of the Nurses For Nurses Services
- 3.1. Online Shift Management Program. Nurses For Nurses utilizes a 3rd party online scheduling system that allows you direct access to request Shifts that are advertised by Facilities. All requests, approvals, confirmations, and cancellations for Shifts are done so only through the Platforms. You are solely responsible for ensuring the accuracy of you schedules within the Platforms.
- 3.2. Provision of Healthcare Services. When you access the Platforms, Facility requests for Healthcare Services during potential Shifts may be made available to you on such Platforms if your Account information indicates that you are available during the time period for such Shift and indicate you are available to perform Healthcare Services in the Territory of the Facility making such requests. You shall not contact any Facilities or use any Facility’s or Facility’s data or information, including any patient-related information, for any reason other than for the purposes of fulfilling Healthcare Services during a Shift in accordance with applicable law and the Facility’s standards, practices, policies, and procedures. As between Nurses For Nurses and you, you acknowledge and agree that you alone, in conjunction with applicable law and the Facility’s standards, practices, policies, and procedures, and not Nurses For Nurses, shall be responsible for determining the most effective, efficient and safe manner to perform each instance of Healthcare Services.
- 3.3. Your Relationship with Facilities. You acknowledge and agree that your fulfillment of a Shift for a Facility creates a direct business relationship between you and the Facility. Nurses For Nurses is not responsible or liable for the actions or inactions of a Facility or any of its Affiliates, officers, directors, managers, employees, agents, or patients in relation to you or your activities at the Facility’s location, in connection with your fulfillment of any Shift, or otherwise. You shall have the sole responsibility for any obligations or liabilities to Facilities or third parties that arise from your provision of Healthcare Services in fulfillment of a Shift for such Facility. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance and licensing that meets the requirements of all applicable laws and Facility standards, practices, policies, and procedures) regarding any acts or omissions by you, of a Facility, or a third party. You acknowledge and agree that, unless specifically consented to by a Facility, you may not perform any additional Healthcare Services during a scheduled Shift, other than the Healthcare Services identified by the Facility for the applicable Shift when Facility accepted or approved your fulfillment of such Shift, unless the additional Healthcare Services are in response to an emergency and necessary to prevent harm or further damage.
- 3.4. Your Use of the Platforms and Services.
- 3.4.1. Termination, Deactivation, or Restricted Use. Nurses For Nurses retains the right to terminate, deactivate, or otherwise restrict you from accessing or using your Account, the Platforms, and/or the Services in the event of a violation or alleged violation of this Agreement, including repeated failures to complete accepted service requests, your disparagement of Nurses For Nurses or any of its Affiliates, or your act or omission that causes harm to Nurses For Nurses’ or its Affiliates’ respective brand, reputation or business as determined by Nurses For Nurses in its sole discretion.
- 3.4.2. Prohibited Uses. You may use the Platforms and Services only for lawful purposes and in accordance with this Agreement. Without limiting the generality of the foregoing, you agree not to use the Platforms or Services:
- 3.6. User Contributions.
- 3.6.1. Ratings. Notwithstanding anything to the contrary in this Agreement, Nurses For Nurses and its Affiliates reserve the right to use, share and display your User Contributions, including Facility ratings and comments, in any manner in connection with the business of Nurses For Nurses and its Affiliates without attribution to you or your approval.
- 3.6.2. Monitoring and Enforcement. We have the right to:
- 22.214.171.124. Remove or refuse to post any User Contributions for any or no reason, in our sole discretion.
- 126.96.36.199. Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates this Agreement, including the content standards set forth in Section 3.6.6 of this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platforms or Services or the public, or could create liability for Nurses For Nurses.
- 188.8.131.52. Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- 184.108.40.206. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platforms or Services.
- 3.6.4. Law Enforcement. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platforms. YOU WAIVE AND HOLD HARMLESS NURSES FOR NURSES AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
- 3.6.5. No Liability. We do not undertake to review all material before it is posted on the Platforms, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
- 3.7. Background Authorization. You agree that your use of the Services shall be contingent upon successful completion of a drug screen analysis and background check, including but not limited to OIG, GSA, EMR, and County Criminal. In accordance with these terms, you must complete the ‘Nurses For Nurses Background Check Approval’ form. You agree that you will be responsible for the costs of the background check and that your first two (2) Shifts will be subject to a withholding of $35.00 each for reimbursement of background and drug screen costs.
- 3.8. Availability. Nurses For Nurses does not guarantee the availability of Shifts or any number of Shifts.
- 3.9. DNR. Do Not Return (“DNR”) is a term used by both you or the Facility to express the disinterest of having you perform another Shift for the Facility. At any time, you or a Facility may request a DNR for whatever reason they deem necessary.
- 3.10. Sentinel Event. A “Sentinel Event” is defined as an occurrence in which a patient unexpectedly has loss of life or limb. If in direct care of a patient who suffers a Sentinel Event, and after any such emergency related to the Sentinel Event ends, you agree to immediately contact Nurses For Nurses and supply details to the event and its occurrence.
- 3.11. Communications. By creating an Account, you consent to receive electronic communications from Nurses For Nurses (e.g., via email, text message, or by posting notices to the App). These communications may include operational notices about your Account and are part of your relationship with Nurses For Nurses. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy.
- 3.12. Updates. Periodically, Nurses For Nurses may incorporate product updates and new releases with respect to the Platforms or Services. All such updates and releases shall be governed by this Agreement unless such update or new release is accompanied by a separate agreement in which case the terms of that agreement will govern. You may be required to periodically upgrade to a new version of the Platforms or Services or the operating system of your mobile device. Nurses For Nurses shall not be responsible for your mobile device failing to meet the applicable hardware or software requirements of the Platforms or Services and you agree that you may have to procure a new mobile device in order to continue using the Platforms or Services.
Licensure and Shift Requirements
- 4.1. Your Requirements. You acknowledge and agree that at all times, you shall: (a) hold and maintain all Credentials and other any other authorizations and comply with all requirements applicable to you that are necessary to fulfill the Shifts you request, approve, or accept and to provide the Healthcare Services to Facilities in the Territory for such Shifts; and (b) possess the appropriate and current level of training, expertise and experience to provide such Healthcare Services in a competent, safe, and professional manner with due skill, care and diligence. You acknowledge and agree that you may be subject to certain background checks and/or other investigations from time to time in order to qualify to provide, and remain eligible to provide, Healthcare Services. You acknowledge and agree that Nurses For Nurses reserves the right, at any time in Nurses For Nurses’ sole discretion, to deactivate or otherwise restrict you from accessing or using the Platforms or Services if you fail to meet the requirements set forth in this Agreement.
- 4.2. Documentation. To ensure your compliance with all requirements in Sections 4.1 above, you must upload to the Platforms or otherwise provide to Nurses For Nurses, in a form reasonably satisfactory to Nurses For Nurses, written evidence and sufficient verification of all such Credentials and other documentation and information necessary to fulfill any and all Shifts you request, accept, or approves, prior to your fulfillment of any such Shifts. Nurses For Nurses shall, upon request, be entitled to review such Credentials from time to time, and your failure to provide or maintain any of the foregoing, in complete, accurate, current, and valid form, shall constitute a material breach of this Agreement. Nurses For Nurses reserves the right to independently verify your documentation and information from time to time in any way Nurses For Nurses deems appropriate in its reasonable discretion. You agree that any documentation regarding your Credentials or other information that is provided to Nurses For Nurses on your behalf shall be deemed authorized by you.
- 4.3. Status of Required Documentation. You are solely responsible for keeping current, valid, and accurate, all required Credentials or other requirements necessary to provide Healthcare Services for Shifts requested by, accepted, approved, or fulfilled by you. Nurses For Nurses may, but is not required to, notify you when such Credentials or other requirements are approaching expiration. Upon expiration of any of the foregoing (i.e. professional license, CPR, immunizations, etc.) any then scheduled Shifts may be cancelled, without any payment to you, by the Facility and/or your Account may be limited, restricted, or deactivated from accessing, requested, accepting, or approving any future Shifts until all up to date Credentials and other requirements are received and verified by Nurses For Nurses. Prior to reactivation, restoration, or otherwise return of the foregoing functions and Services, Nurses For Nurses may require additional updated documentation and/or information from you (i.e. updated W-9’s). Nurses For Nurses reserves the right to not reactivate your Account or use of the Services until all such required documentation and information is received and verified by Nurses For Nurses.
- 4.4. Notice of Disciplinary Action. You agree to notify Nurses For Nurses immediately of any disciplinary or quality assurance proceedings or investigations involving you, including, but not limited to, licensing boards, quality assurance committees, hospitals or other medical facilities and medical societies, and any other proceeding or investigation the result of which might prohibit or otherwise restrict or impair your ability to perform Healthcare Services and/or fulfill Shifts. You further agree to promptly notify Nurses For Nurses in the event any such proceedings or investigations are pending or are instituted, whether or not such proceedings are related to professional services you performed for a Facility using the Services.
- 5.1. Cancellation Charges. You acknowledge and agree that Facilities may, up to four (4) hours prior to the scheduled start of any Shift that you have accepted and scheduled through the Platform, elect to cancel such Shift without incurring any financial liability. In the event that a Facility cancels an accepted and scheduled Shift within two (2) hours of the scheduled start time indicated in the applicable Shift listing or if the Facility cancels a Shift after you have arrived and begun fulfilling such Shift but prior to you having made contact with any patients, you will be compensated by Facility for the greater of (a) two (2) hours and (b) the total number of hours actually worked, at the applicable rate. If the Facility cancels the Shift after you have made contact with patients on behalf of the Facility, you shall be compensated by Facility for the greater of (a) four (4) hours and (b) the total number of hours actually worked at the applicable. You agree that the foregoing payments are the only payments, if any, that you will be entitled to receive as a result of a Facility cancelling a Shift.
- 5.2. Methods of Payment. Nurses For Nurses facilitates payments to you from the Facility for Healthcare Services you provide during Shifts via Automated Clearing House (“ACH”) deposit.
- 5.3. Shift Disputes. Nurses For Nurses works hard to make sure that Facilities are happy with the services provided by licensed healthcare providers during Shifts, but we understand that this is not always going to be the case. When a Facility is not satisfied with a licensed healthcare provider’s services that are provided during a Shift, and such dissatisfaction is reported to Nurses For Nurses we may, at our discretion, issue a refund or adjust the Shift Fee, and any components thereof, for such Shift. As a result, this may affect the amount paid to licensed healthcare provider, such as yourself. We call these instances “Shift Disputes.” A Shift Dispute includes, but is not limited to, the following: (a) when the licensed healthcare provider was incapable of or unwilling to adequately perform the services agreed to for the Shift; (b) when the licensed healthcare provider inaccurately inputs the hours worked for a given Shift into the Nurses For Nurses system, on any Shift record confirmation or otherwise, and, as a result, was or may be overpaid for the Shift; (c) if during the Shift, the licensed healthcare provider did not comply with safety or health standards that were required given the nature of the particular Shift or otherwise
fails to comply with applicable law or the applicable Facility’s standards, policies, practices, an procedures governing applicable to Provider in the fulfillment of such Shift. If a Facility submits a Shift Dispute, Nurses For Nurses will investigate the matter. After we receive a Shift Dispute, we will contact you for you to provide any information regarding the matter.
- 5.4. Overpayment. In the event that you are paid more for any Shift than is called for by the Shift Fee, as adjusted pursuant to this Agreement due to any inaccuracies on a Shift record confirmation, as a result of a Shift Dispute, or otherwise, whether through clerical or technological error or otherwise, you agree and understand that Nurses For Nurses may recover the amount of overpayment through deduction(s) from future payments for other Shifts or any other legal means available to Nurses For Nurses. Unless you and Nurses For Nurses otherwise agree in writing to a series of smaller deductions in specified amounts, any such deduction(s) will be equal to, but never exceed, the amount of the overpayment.
- 5.5. Taxes. You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities and/or obligations related to your completion of Shifts as required by applicable law; and (b) provide Nurses For Nurses with all relevant tax information. You further acknowledge and agree that you are responsible for the filing and payment of any and all taxes on your own income arising from the performance of Shifts.
- 6.1. Cancellation by You. You may cancel any request for a specific Shift prior to acceptance and/or approval of such Shift by the applicable Facility. Once you are approved or accepted for a specific Shift, you must communicate any cancellations directly with Nurses For Nurses. Failure to perform an accepted and approved shift may result in deactivation of your account.
- 6.2. Cancellation by Facility. You acknowledge and agree that Facilities may cancel an otherwise scheduled Shift in accordance with the terms, conditions, and payment obligations, if any, found in this Agreement.
- 6.3. Notification of Cancelled Shift. Shift cancellations are done solely through our Platforms. You should ensure proper notification settings are enabled in your Account to be notified if there has been a change in an approved or accepted Shift or if a Shift on which you have requested has been approved, accepted, or modified by the applicable Facility. Nurses For Nurses is not responsible for your notification settings (i.e. text messages, emails, etc.) or the receipt of any notifications. You acknowledge and agree that you alone, and not Nurses For Nurses, are responsible for enabling proper notification settings and ensuring your accurate and current contact information is in your Account.
- 7.1. Confidential Information. You hereby acknowledge and agree that in the performance of this Agreement and fulfilling of any Shifts you may have access to or may be exposed to, directly or indirectly, confidential information of Nurses For Nurses, its Affiliates, Facilities, or related third parties (“Confidential Information”). Confidential Information includes Company Data, Facility Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that has been designated as being proprietary or confidential by the disclosing party or owner of such information or of which you should reasonably know that it should be treated as confidential.
- 7.2. Ownership of Confidential Information. You hereby acknowledge and agree that, except as otherwise provided in this Agreement,:
(a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) you shall not use Confidential Information for any purpose except in furtherance of this Agreement; (c) you shall not disclose Confidential Information to any third party; and (d) you shall return or destroy all Confidential Information, upon the termination of your Account or at the request of the disclosing party (subject to applicable law and, with respect to Nurses For Nurses, its internal record-keeping requirements).
- 7.3. Exclusions. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure at disclosing party’s sole cost.
- 7.4. Protected Health Information. Notwithstanding anything to the contrary herein, you hereby agree and acknowledge that you will comply with all applicable laws regarding and related to the handling of, access to, and dissemination and destruction of protected health information (“PHI”), as that term is defined under applicable law, including the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), that you may gain access to as a result of providing Healthcare Services under this Agreement. Notwithstanding anything
to the contrary herein, you hereby agree and acknowledge that you shall not upload to any Platform or otherwise provide to Nurses For Nurses or its Affiliates any PHI that would violate applicable law, including HIPAA.
- 9.1. Background Checks. Nurses For Nurses uses a third-party service provider to perform background screenings. You acknowledge and agree that we may share any information you provide us with third party background check service providers so that we may obtain a full and accurate background screening. Submitting the Provider Consent to Background Check form is material to this Agreement and you may be denied use of the Services if a complete and accurate form, satisfactory to Nurses For Nurses, submitted by you to Nurses For Nurses.
- 10.1. Provider. You agree to maintain, at all times during the term of this Agreement, adequate insurance which provides levels of coverage that may adequately address any injury you may sustain in the course and scope of your fulfilling a Shift (“Occupational Accident Insurance” or “OAI”) and insurance which provides levels of coverage that may address malpractice liability (“Malpractice Insurance”). Nurses For Nurses requires that you maintain: OAI insurance and Malpractice Insurance.
- 12.1. Indemnification. YOU SHALL INDEMNIFY, DEFEND (AT NURSES FOR NURSES’ OPTION) AND HOLD HARMLESS NURSES FOR NURSES AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LIABILITIES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES (INCLUDING REASONABLE LEGAL FEES), DAMAGES, PENALTIES, FINES, FEES, SOCIAL SECURITY CONTRIBUTIONS AND TAXES (COLLECTIVELY, “CLAIMS”) ARISING OUT OF OR RELATED TO YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE PLATFORMS, INCLUDING, BUT NOT LIMITED TO, YOUR USER CONTRIBUTIONS, ANY USE OF A PLATFORMS’ CONTENT, SERVICES, AND PRODUCTS OTHER THAN AS EXPRESSLY AUTHORIZED IN THIS AGREEMENT, YOUR USE OF ANY INFORMATION OBTAINED FROM A PLATFORM, AND YOUR ACTS AND OMISSIONS IN CONNECTION WITH YOUR FULFILLING ANY SHIFTS PURSUANT TO THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AS A USER, YOU ARE RESPONSIBLE FOR YOUR OWN MEDICAL DECISIONS AND ACTIONS AND HEREBY AGREE TO INDEMNIFY NURSES FOR NURSES AND SHALL HOLD NURSES FOR NURSES HARMLESS FOR ANY CLAIMS AGAINST OR INCURRED BY NURSES FOR NURSES, INCLUDING ANY CLAIMS THAT MAY HAVE BEEN CONTRIBUTED TO BY NURSES FOR NURSES’ OWN NEGLIGENCE, IN WHOLE OR IN PART, ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF YOUR RENDERING OR FAILING TO RENDER HEALTHCARE SERVICES IN ACCORDANCE WITH GOVERNING LAWS AND APPLICABLE PROFESSIONAL STANDARDS.
- 12.1. Term. The term of this Agreement shall commence on, and be effective as of, the date this Agreement is first accepted by you as set forth herein and will continue until this Agreement is terminated in accordance with the terms and conditions hereof.
- 12.2. Termination. Except as otherwise provided herein, you can terminate this Agreement with or without cause by providing prior written notice to Nurses For Nurses of such termination. Any termination of the Agreement in accordance with the foregoing shall be effective as of the date of the later of (a) the date on which you delete and deactivate your Account and (b) the day after you have completed your last Shift that has already been scheduled and accepted by a Facility as of the time Nurses For Nurses receives your notice of termination. Nurses For Nurses may terminate this Agreement at any time upon prior written notice to you. Notwithstanding anything to the contrary in this Agreement, Nurses For Nurses may terminate or deactivate your Account and/or terminate this Agreement immediately, without notice, with respect to you in the event you are in violation of this Agreement.
- 12.3. Effect of Termination. Notwithstanding anything to the contrary herein, Sections 2, 5, 7, 8, 9, 11, 12,13, 14 of this Agreement shall survive the termination of this Agreement.
- 13.1. Non-Discrimination. Nurses For Nurses does not discriminate on the basis of sex, color, race, national origin, religion, gender, gender identity, marital status, age, or sexual orientation.
- 13.2. Modification. We may revise and update this Agreement from time to time in our sole discretion. In the event Nurses For Nurses revises or updates the terms and conditions of this Agreement, or any Supplemental Terms (as defined below), at any time, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Your continued use of the Platforms and/or Services following the posting or emailing of the revised Agreement shall constitute your acceptance of and agreement with such revisions and updates. We will notify you of any changes by posting the updated Agreement on the Platforms or by emailing you in accordance with this Agreement. Updated versions of the Agreement will never apply retroactively and the updated Agreement will give the exact date they go into effect. Significant changes, as determined by Nurses For Nurses in its sole reasonable discretion, will go into effect no less than thirty (30) days after we notify you. You are expected to check this page frequently, so you are aware of any changes, as they are binding on you.
- 13.4. Supplemental Terms. Nurses For Nurses may, in its sole reasonable discretion, determine that supplemental terms will apply to your use of the Platforms and/or Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time by Nurses For Nurses in accordance with this Agreement (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.
- 13.5. Waiver and Severability. No waiver by Nurses For Nurses of any term or condition set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Nurses For Nurses to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that you and Nurses For Nurses shall remain bound by all other provisions hereof.
Arbitration of Disputes; Choice of Law; Venue; Forum.
- 14.1. YOU AND NURSES FOR NURSES RESPECTIVELY AGREE TO WAIVE THE RIGHT TO SEEK REMEDIES IN COURT, INCLUDING ANY RIGHT TO A JURY TRIAL. YOU AND NURSES FOR NURSES AGREE THAT ANY DISPUTE BETWEEN OR AMONG THEM OR THEIR SUBSIDIARIES, AFFILIATES OR RELATED ENTITIES ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, WILL BE RESOLVED IN ACCORDANCE WITH A TWO-STEP DISPUTE RESOLUTION PROCEDURE INVOLVING: (1) STEP ONE: NON-BINDING MEDIATION, AND (2) STEP TWO: BINDING ARBITRATION UNDER THE FEDERAL ARBITRATION ACT, 9 U.S.C. SECTION 1 ET. SEQ., OR STATE LAW, WHICHEVER IS APPLICABLE. ANY SUCH MEDIATION OR ARBITRATION HEREUNDER SHALL BE CONDUCTED IN ANY FORUM AND FORM AGREED UPON BY THE PARTIES OR, IN THE ABSENCE OF SUCH AN AGREEMENT, UNDER THE AUSPICES OF THE JAMS (F/K/A THE JUDICIAL ARBITRATION AND MEDIATION SERVICE) (“JAMS”) PURSUANT TO THE THEN CURRENT COMPREHENSIVE ARBITRATION RULES & PROCEDURES (A COPY OF WHICH IS AVAILABLE THROUGH JAMS’ WEBSITE, WWW.JAMSADR.ORG) (THE “JAMS RULES”). YOU MAY ALSO CALL JAMS AT 1-800-352-5267 IF THERE ARE ANY QUESTIONS CONCERNING THE ARBITRATION PROCESS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE JAMS RULES, THE MEDIATION PROCESS (STEP ONE) MAY BE ENDED BY EITHER PARTY TO THE DISPUTE UPON NOTICE TO THE OTHER PARTY THAT IT DESIRES TO TERMINATE THE MEDIATION AND PROCEED TO THE STEP TWO ARBITRATION; PROVIDED, HOWEVER, THAT NEITHER PARTY MAY SO TERMINATE THE MEDIATION PROCESS PRIOR TO THE OCCURRENCE OF AT LEAST ONE (1) MEDIATION SESSION WITH THE MEDIATOR. NO ARBITRATION SHALL BE INITIATED OR TAKE PLACE WITH RESPECT TO A GIVEN DISPUTE IF THE PARTIES HAVE SUCCESSFULLY ACHIEVED A MUTUALLY AGREED TO RESOLUTION OF THE DISPUTE AS A RESULT OF THE STEP ONE MEDIATION. THE MEDIATION SESSION(S) AND, IF NECESSARY, THE ARBITRATION HEARING SHALL BE HELD IN THE STATE OF TEXAS OR ANY OTHER LOCATION MUTUALLY AGREED BY THE PARTIES. THE ARBITRATION (IF THE DISPUTE IS NOT RESOLVED BY MEDIATION) WILL BE CONDUCTED BY A SINGLE JAMS ARBITRATOR, MUTUALLY SELECTED BY THE PARTIES, AS PROVIDED FOR BY THE JAMS RULES. IF REQUIRED BY LAW, THE COMPANY WILL BE RESPONSIBLE FOR THE JAMS CHARGES, INCLUDING THE COSTS OF THE MEDIATOR AND ARBITRATOR, OTHERWISE THE PARTIES WILL SHARE SUCH CHARGES EQUALLY. YOU AND NURSES FOR NURSES AGREE THAT THE ARBITRATOR SHALL APPLY THE SUBSTANTIVE LAW OF THE STATE OF TEXAS (WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS WHETHER OF THE STATE OF TEXAS OR ANY OTHER JURISDICTION THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF TEXAS) TO ALL STATE LAW CLAIMS AND FEDERAL LAW TO ANY FEDERAL LAW CLAIMS, AND THAT DISCOVERY SHALL BE CONDUCTED IN ACCORDANCE WITH THE JAMS RULES OR AS OTHERWISE PERMITTED BY LAW AS DETERMINED BY THE ARBITRATOR. THE ARBITRATOR’S AWARD SHALL CONSIST OF A WRITTEN, REASONED STATEMENT AS TO THE DISPOSITION OF EACH CLAIM AND THE RELIEF, IF ANY, AWARDED ON EACH CLAIM. YOU UNDERSTAND THAT THE RIGHT TO APPEAL OR TO SEEK MODIFICATION OF ANY RULING OR AWARD BY THE ARBITRATOR IS LIMITED UNDER
STATE AND FEDERAL LAW. ANY AWARD RENDERED BY THE ARBITRATOR WILL BE FINAL AND BINDING, AND JUDGMENT MAY BE ENTERED ON IT IN ANY COURT OF COMPETENT JURISDICTION IN TEXAS, AT THE TIME THE AWARD IS RENDERED OR AS OTHERWISE PROVIDED BY LAW.
- 14.2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGREEMENT TO ARBITRATE SET FORTH IN THIS SECTION 16 COVERS ALL GRIEVANCES, DISPUTES, CLAIMS OR CAUSES OF ACTION THAT OTHERWISE COULD BE BROUGHT IN A FEDERAL, STATE OR LOCAL COURT OR AGENCY UNDER APPLICABLE FEDERAL, STATE, OR LOCAL LAWS, ARISING OUT OF OR RELATING TO YOUR BUSINESS RELATIONSHIP WITH NURSES FOR NURSES (OR THE SEPARATION THEREOF), INCLUDING ANY CLAIMS YOU MAY HAVE AGAINST THE NURSES FOR NURSES OR AGAINST ITS OFFICERS, DIRECTORS, SUPERVISORS, MANAGERS, EMPLOYEES, OR AGENTS IN THEIR CAPACITY AS SUCH OR OTHERWISE. THE CLAIMS COVERED BY THE AGREEMENT TO ARBITRATE IN THIS SECTION 16 INCLUDE CLAIMS FOR BREACH OF ANY CONTRACT OR COVENANT (EXPRESS OR IMPLIED), TORT CLAIMS, CLAIMS FOR COMPENSATION DUE, AND CLAIMS FOR VIOLATION OF ANY FEDERAL, STATE, LOCAL OR OTHER GOVERNMENTAL LAW, STATUTE, REGULATION, OR ORDINANCE.
- 14.3. YOU EXPRESSLY INTEND AND AGREE THAT: (I) CLASS ACTION AND REPRESENTATIVE ACTION PROCEDURES SHALL NOT BE ASSERTED, NOR WILL THEY APPLY, IN ANY ARBITRATION PURSUANT TO THIS AGREEMENT; (II) YOU AND NURSES FOR NURSES WILL NOT ASSERT CLASS ACTION OR REPRESENTATIVE CLAIMS AGAINST THE OTHER IN ARBITRATION OR OTHERWISE; AND (III) YOU AND NURSES FOR NURSES SHALL ONLY SUBMIT THEIR OWN, INDIVIDUAL CLAIMS IN ARBITRATION AND WILL NOT SEEK TO REPRESENT THE INTERESTS OF ANY OTHER PERSON. FURTHER, YOU AND NURSES FOR NURSES EXPRESSLY INTEND AND AGREE THAT ANY CLAIMS BY YOU SHALL NOT BE JOINED, CONSOLIDATED, OR HEARD TOGETHER WITH CLAIMS OF ANY OTHER PERSON.
- 14.4. BY CONSENTING TO THIS AGREEMENT, YOU EXPRESSLY REPRESENT THAT: (I) YOU HAVE BEEN GIVEN THE OPPORTUNITY TO FULLY REVIEW AND COMPREHEND THIS AGREEMENT; (II) YOU UNDERSTAND THE TERMS OF THIS AGREEMENT AND FREELY AND VOLUNTARILY CONSENT TO BE BOUND TO THIS AGREEMENT; AND (III) YOU FULLY UNDERSTAND AND AGREE THAT THE YOU ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO YOU BY CIVIL COURT ACTIONS, INCLUDING THE RIGHT TO A JURY TRIAL.
- 14.5. NOTHING CONTAINED IN THIS SECTION 14 SHALL RESTRICT EITHER PARTY FROM SEEKING TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF IN A COURT OF LAW. FURTHER, FOR THE AVOIDANCE OF DOUBT, THE PARTIES AGREE THAT, NOTHING HEREIN, NOR ANYTHING IN THE JAMS RULES, SHALL PERMIT ANY ARBITRATOR TO DETERMINE THE ARBITRABILITY OF ANY APPLICATION FOR TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF. FINALLY, ANY QUESTIONS REGARDING THE ENFORCEABILITY OF THIS PROVISION SHALL BE WITHIN THE EXCLUSIVE JURISDICTION OF THE ARBITRATOR TO DECIDE.
- 15.1. Nurses For Nurses Contact Information. If you have any questions regarding this Agreement, please contact us at [email protected] or (469) 699-8660.