Terms of Use

  1. INTRODUCTION

The NurseContact Site Terms of Use describe when and the conditions under which you are allowed to access or use the Site (defined in Section 5 below). Please read these Site Terms of Use carefully before visiting our Site. Some visitors to our Site simply visit the publicly available portions of our Site or use the Public Site Services (defined in Section 5 below) (“you” or “Site Visitors”). If you do not agree to these Site Terms of Use, you may not visit, use, or access the Site or Site Services as a Site Visitor, User or otherwise and may not click to accept the Terms of Service when prompted on the Site.

  1. LICENSES AND THIRD-PARTY CONTENT

2.1 NURSECONTACT’S PROVISION OF THE SITE AND LIMITED SITE LICENSE

Section 2.1 discusses the rights we give to you to allow you to use the Site, as detailed below:

As we describe in this Section 2.1, NurseContact grants you a limited license to access the Site and Site Services. This license is subject to and conditioned on compliance with the Site Terms of Use and, to the extent applicable, the rest of the Terms of Service.

We try to keep our Site and the Site Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. In fact, we might even stop providing the Site or Site Services completely or stop providing certain features without notice.

2.2 TERMINATION OF THE LIMITED SITE LICENSE

Section 2.2 explains that we can stop allowing you to use the Site, as detailed below:

NurseContact may terminate any license it has granted to any Site Visitor or User to access the Site and Site Services by providing notice, and the termination of such license shall be effective immediately upon NurseContact providing such notice.

2.3 NURSECONTACT'S INTELLECTUAL PROPERTY

Section 2.3 explains that even though we let you use the Site, we still retain all our rights, as detailed below:

NurseContact and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The NurseContact logos and names are trademarks of NurseContact and are registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners.

Nothing in the Terms of Service grants you a right to use any NurseContact Marks.

2.4 YOUR INTELLECTUAL PROPERTY

2.4.1 YOUR OBLIGATIONS AND YOUR INDEMNIFICATION OF NURSECONTACT

Section 2.4.1 explains that you are solely responsible for your use of the Site and any content you post on the Site, and that if someone makes a claim against NurseContact because of your content that you will pay NurseContact for our fees and expenses, as detailed below:

When you post User Content on the Site or through the Site Services or provide NurseContact with User Content, you understand and acknowledge that you are solely responsible for such User Content. Further, you represent and warrant that you have the right, power, and authority to (a) post that User Content without violating the rights of third parties, and (b) grant the licenses specified below.

You acknowledge and agree that the poster of User Content, and not NurseContact, is responsible for any User Content including any harms caused to you, another User, or a third party by such User Content.

You will indemnify, defend, and hold harmless NurseContact, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to or arising out of any User Content you post.

2.4.2 YOUR RIGHTS AND LICENSE TO NURSECONTACT AND OTHER SITE VISITORS

Section 2.4.2 explains that by posting content on the Site, you give others certain limited rights to that content, as detailed below:

You retain all ownership rights in any User Content you post on NurseContact. To the extent permitted by applicable law, you also grant to NurseContact and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and NurseContact’s, our successors’ and Affiliates’ businesses, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User and each Site Visitor a non-exclusive license to access your User Content through the Site and to use, reproduce, distribute, and display such User Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms of Service, our Privacy Policy, and applicable law.

2.4.3 YOUR COMMENTS AND IDEAS

Section 2.4.3 explains when you can and what happens if you send your ideas to NurseContact, as detailed below:

You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place NurseContact under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) you grant us a perpetual and royalty-free license to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, NurseContact does not waive any rights to use similar or related ideas, including those known or developed by NurseContact or obtained from sources other than you.

2.5 THIRD-PARTY INTELLECTUAL PROPERTY

Section 2.5 explains that third parties, including other Users, are responsible for content posted or linked on the Site, as detailed below:

Any information or content expressed or made available by a third party or any other Site Visitor or User is that of the respective author(s) or distributor(s) and not of NurseContact. NurseContact neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than NurseContact’s authorized agents acting in their official capacities.

The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites or applications are owned and operated by the third parties and/or their licensors. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website accessed via the Site is on an “as is” and “as available” basis without any warranty for any purpose.

2.6 COMPLAINTS ABOUT COPYRIGHTED CONTENT ON THE SITE

Section 2.6 explains what to do if you think content on the Site infringes your rights, as detailed below:

NurseContact is committed to complying with U.S. copyright and related laws and requires all Site Visitors and Users to comply with these laws. Accordingly, you may not use the Site to store any material or content, or disseminate any material or content, in any manner that constitutes an infringement of third-party intellectual property rights, including rights granted by U.S. copyright law.

If you are the owner of any copyrighted work and believe your rights under U.S. copyright law have been infringed by any material on the Site, you may take advantage of certain provisions of the Digital Millennium Copyright Act (the "DMCA") by complying with NurseContact’s Proprietary Rights Infringement Reporting Procedures.

  1. PERMITTED SITE USES

Section 3 explains how you are allowed to use the Site, as detailed below:

NurseContact offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. NurseContact makes the Site and Site Services available for Users to find one another, enter into service relationships, make and receive payments through escrow, and receive and provide Qualified Health Professional Services. In addition, certain Visitor Site Services, such as the NurseContact Blog and Hiring Headquarters, provide, and may be used to obtain, general information and articles that we believe may be of interest to Site Visitors and Users. While we try to ensure that any information we post is both timely and accurate, errors may appear from time to time. We do not make any representations or warranties with respect to any information that is posted on the Site by us or anyone else. In no event should any content be relied on or construed as tax or legal advice or otherwise. You should independently verify the accuracy of any content.

  1. PROHIBITED SITE USES

Section 4 explains uses of the Site that are not allowed, as detailed below:

You may not use, or encourage, promote, facilitate, instruct or induce others to use, the Site or Site Services for any activities that violate any law, statute, ordinance or regulation; for any other illegal or fraudulent purpose or any purpose that is harmful to others; or to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others.

4.1 EXAMPLES OF PROHIBITED USES OF THE SITE

The following are examples of uses that are prohibited on the Site or when using the Site Services:

  • Seeking, offering, promoting, or endorsing and services, content, or activities that:
    • are defamatory, illegal, profane, vulgar, threatening, unlawfully discriminatory, illegal, pornographic, obscene, or sexually explicit in nature;
    • would violate the intellectual property rights, such as and including copyrights, of another person, entity, service, product, or website;
    • would violate (a) NurseContact’s Terms of Service, (b) the terms of service of another website or any similar contractual obligations, or (c) the academic policies of any educational institution;
    • regard the creation, publication, or distribution of “fake news”, “hoax news”, Deep Fake content or similar content, which is, in NurseContact's sole discretion, determined to be intended to mislead recipients for personal, financial, political or other gain or advantage;
    • regard or promote in any way any escort services, prostitution, or sexual acts; or
    • are harassing toward another person based on the person's inclusion in a protected class as defined by applicable law;
  • Fraudulent or misleading uses or content, including:
    • fraudulently billing or attempting to fraudulently bill any Client, including by (i) falsifying or manipulating or attempting to falsify or manipulate the hours, keystrokes, or mouse clicks recorded in the NurseContact App, (ii) reporting, recording, or otherwise billing Clients for time that was not actually worked, or (iii) reporting, recording, or otherwise billing hours worked by another person as hours worked by you in a way that is misleading or false;
    • misrepresenting your experience, skills, or information, including by representing another person’s profile, or parts of another person’s profile, as your own;
    • using a profile photo that misrepresents your identity or represents you as someone else;
    • impersonating any person or entity, including, but not limited to, an NurseContact representative, forum leader, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
    • falsely stating or implying a relationship with another User, including an Agency continuing to use a Qualified Health Professional’s profile or information after the Qualified Health Professional no longer works with the Agency;
    • falsely attributing statements to any NurseContact representative, forum leader, guide or host;
    • falsely stating or implying a relationship with NurseContact or with another company with whom you do not have a relationship;
    • allowing another person to use your account, which is misleading to other Users; or
    • falsely stating that one Qualified Health Professional will perform the work on a job when another will in fact perform the work, including submitting a proposal on behalf of a Qualified Health Professional that is unable, unwilling, or unavailable to do the work;
  • Expressing an unlawful preference in a job post or proposal or otherwise unlawfully discriminating on a protected basis;
  • Posting identifying information concerning another person;
  • Spamming other Users with proposals or invitations, including by making unsolicited contact of Users off the NurseContact platform, or by posting the same job multiple times so that more than one version remains active at a given time;
  • Making or demanding bribes or other payments without the intention of providing services in exchange for the payment;
  • Requesting or demanding free services, including requesting Qualified Health Professionals to submit work as part of the proposal process for very little or no money or posting contests in which Qualified Health Professionals submit work with no or very little pay, and only the winning submission is paid the full amount;
  • Requesting a fee before allowing a User to submit a proposal;
  • Attempting to or actually manipulating or misusing the feedback system, including by:
    • withholding payment or Work Product or engaging in any other conduct for the purpose of obtaining positive feedback from another User;
    • attempting to coerce another User by threatening to give negative feedback;
    • expressing views unrelated to the work, such as political, religious, or social commentary, in the feedback system;
    • providing anything of value to any person (including to a third-party who provides assistance in obtaining feedback) or using any service of any type in order to obtain feedback; or
    • offering services for the sole purpose of obtaining positive feedback of any kind;
  • Duplicating or sharing accounts;
  • Selling, trading, or giving an account to another person without NurseContact’s consent;
  • Sharing or soliciting Means of Direct Contact with or from another User either directly through messages or by including Means of Direct Contact in a job post, profile, proposal or other User Content prior to entering into a Service Contract with such User, except as expressly allowed for Enterprise Clients;
  • Directly or indirectly, advertising or promoting another website, product, or service or soliciting other Users for other websites, products, or services, including advertising on NurseContact to recruit Qualified Health Professionals and/or Clients to join an Agency or another website or company;
  • Interfering or attempting to interfere with the proper operation of the Site or Site Services or any activities conducted on the Site, including by:
    • bypassing any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein;
    • attempting to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site;
    • using any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission;
    • attempting to or interfering with or compromising the system integrity or security or deciphering any transmissions to or from the servers running the Site;
    • collecting or harvesting any personally identifiable information, including Account names, from the Site;
    • attempting to or imposing an unreasonable or disproportionately large load (as determined in NurseContact’s sole discretion) on the Site’s infrastructure; Introducing any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site that is designed to or known to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any software, firmware, hardware, computer system, or network of NurseContact or any third party;
    • accessing or attempting to access the Site or Site Services by any means or technology other than the interface provided; or
    • framing or linking to the Site or Site Services except as permitted in writing by NurseContact
  • Conduct or actions that could jeopardize the integrity of or circumvent the Site, Site Services or NurseContact's proprietary information, including:
    • attempting to or actually reverse engineering, modifying, adapting, translating, preparing derivative works from, decompiling, interfering with the operation of, or otherwise attempting to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law or NurseContact; or
    • accessing or using the Site or Site Services to build a similar service or application, identify or solicit NurseContact Users, or publish any performance or any benchmark test or analysis relating to the Site.

4.2 ENFORCEMENT

We reserve the right, but do not assume the obligation, to investigate any potential violation of this Section 4 or any other potential violation of these Site Terms of Use and to remove, disable access to, or modify any content on the Site. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of these Terms of Use or the User Agreement.

4.3 REPORTING AND CORRECTING VIOLATIONS

If you become aware of any violation of these Site Terms or Use, you must immediately report it to Customer Service. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of these Site Terms of Use.

  1. DEFINITIONS

Section 5 gives you some definitions of capitalized terms that appear in the Site Terms of Use but other capitalized terms are defined above or in the User Agreement, which you can tell because the term is put in quotation marks and bold font.

Capitalized terms not defined below have the meanings described in the Terms of Service.

“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with NurseContact.

“Client” means any authorized User utilizing the Site to seek and/or obtain Qualified Health Professional Services from another User.

"Deep Fake" means media that is altered in order to replace a person in an existing image or video with someone else’s likeness in a realistic manner without permission or authorization of the person whose likeness is used.

“Qualified Health Professional” means any authorized User utilizing the Site to advertise and/or provide Qualified Health Professional Services to Clients, including Qualified Health Professional Accounts that are Agency Accounts or, if applicable, Agency Members. A Qualified Health Professional is a customer of NurseContact with respect to use of the Site and Site services.

“Qualified Health Professional Services” means any services provided by Qualified Health Professionals.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

“Means of Direct Contract” has the meaning set forth in Section 7 of the User Agreement.

“Public Site Services” means, collectively, all services, applications and products that are accessible by any Site Visitor who has not become a User through the Site, to the extent they are accessible by a Site Visitor who has not become a User.

“Site” means, collectively, our website located at www.NurseContact.com, all affiliated websites and applications, including mobile websites and NurseContact Mobile Applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (defined in the User Agreement).

“Site Services” means, collectively, all services (except the Qualified Health Professional Services defined herein), applications and products that are accessible through the Site, including the Public Site Services, and all NurseContact Mobile Applications.

“NurseContact Mobile Applications” means all mobile applications published by NurseContact or our Affiliates for access to or use of the Site or any Site Services.

“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other information that you or any Site Visitor or User post to any part of the Site or provide to NurseContact, including such information that is posted as a result of questions.

“You” means any person who accesses our Site, including a Site Visitor or User and including any entity or agency on whose behalf any such person accesses or uses our Site.

 

Direct Contract Terms

Direct Contracts Terms

These NurseContact Direct Contracts Terms (“Direct Contracts Terms” or “Direct Contract Terms”) define the terms and conditions under which NurseContact offers and you agree to use NurseContact’s Direct Contracts service, as described in these terms (“Direct Contracts Services”), and are part of and incorporate by reference the NurseContact User Agreement and other Terms of Service. The Direct Contracts Terms are in addition to and, except where explicitly stated, do not supersede, replace, or limit other similar terms in the Terms of Service. Capitalized terms not defined herein are defined in the User Agreement or elsewhere in the Terms of Service.

IN ORDER TO USE NURSECONTACT’S DIRECT CONTRACTS SERVICE YOU AGREE TO BE BOUND BY THE DIRECT CONTRACT TERMS AND THE ARBITRATION AND CLASS ACTION WAIVER IN THE USER AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS, INCLUDING THE ARBITRATION AND CLASS ACTION WAIVER, YOU MAY NOT ACCESS OR USE ANY DIRECT CONTRACTS SERVICES.

  1. HOW IT WORKS

With the Direct Contracts Service, a Qualified Health Professional can create and send fixed-price or hourly contract proposals to any eligible Client. If the Client accepts the proposal, the Client and Qualified Health Professional will enter directly into a contract (the “Direct Contract”).

1.1 Fixed Price Direct Contracts

As described in the Fixed Price Direct Contract Escrow Instructions, upon acceptance of the proposal, the Client will place the Direct Contract project funds in escrow ("Direct Contract Funds”). When the work or a milestone is completed, the Qualified Health Professional will request that the Client release the Direct Contract Funds or portion of Direct Contract Funds for the milestone from escrow. If the Client approves the work, NurseContact Escrow will release the Direct Contract Funds. Once the Direct Contract Funds are released from Escrow, the Direct Contract will end.

1.2 Hourly Direct Contracts

As described in the Hourly Direct Contract Escrow Instructions, upon acceptance of the proposal, the Client will fund a deposit equivalent to the hourly rate multiplied by the weekly hourly limit agreed to between Qualified Health Professional and Client (“Direct Contract Deposit”). Qualified Health Professional and Client agree and authorize NurseContact to hold the Direct Contract Deposit in escrow through the term of the Hourly Direct Contract. Client agrees to separately fund payments to Qualified Health Professional on a weekly basis based on Qualified Health Professional ’s submission of weekly invoices (“Direct Contract Weekly Funds”). If Client approves the submitted hours, NurseContact Escrow will release the Direct Contract Weekly Funds to Qualified Health Professional.

  1. ELIGIBILITY

Any Qualified Health Professional that is eligible to use the Site is eligible to use the Direct Contract Services, subject to the limitations on Client eligibility in this Section 2. A Client is eligible to accept a Direct Contract only if the Client does not and has not ever had an Account on NurseContact (or its predecessor oDesk). Clients do not need to register for an Account to accept a Direct Contract.

  1. FEES

Solely with respect to fees charged on Direct Contracts, these Direct Contract Terms explicitly supersede and replace Section 2 (Fees Charged to Qualified Health Professionals), Section 3 (Client Membership Fees), and Section 4 (Payment Processing Fees Charged to Client) in the Fee and ACH Authorization Agreement. The Fee and ACH Authorization Agreement otherwise remains in full force and effect, including, without limitation, on any Service Contract if a Qualified Health Professional or Client, who uses Direct Contracts, has a Service Contract (as defined in the User Agreement).

For any Direct Contract, the following fees apply: Qualified Health Professional pays a 3.4% payment processing and administration fee (“Direct Contract Payment Fee”). Qualified Health Professional authorizes and instructs NurseContact to automatically charge and deduct the Direct Contract Payment Fee from the Direct Contract Funds or Direct Contract Hourly Funds.

Clients are not charged any fees on a Direct Contract but do agree to Section 5 (Authorization for ACH Debits and Credits) of the Fee and ACH Authorization Agreement with respect to the payment or placement in escrow of any Direct Contract Funds or Direct Contract Weekly Funds.

  1. ESCROW SERVICES

Qualified Health Professional and Client acknowledge and agree the Fixed Price Direct Contract Escrow Instructions apply to Fixed Price Direct Contracts. Qualified Health Professional and Client further acknowledge and agree that the Hourly Direct Contract Escrow Instructions apply to Hourly Direct Contracts.

  1. ROLE OF NURSECONTACT AND USER RESPONSIBILITIES

You understand and agree that NurseContact is not a party to any Direct Contract, is not involved in or responsible for any work performed by Qualified Health Professionals, is not involved in or responsible for any payment made under a Direct Contract, and has no control over any Qualified Health Professional or Client. NurseContact does not have any power or authority to, and does not, determine any eligibility standards for any Direct Contract, select or contract any Qualified Health Professional to provide services to a Client, determine or control any term or condition of the Direct Contract or Project, or cause any Qualified Health Professional or Client to accept any Direct Contract or perform any Qualified Health Professional Services. NurseContact Escrow provides escrow services but does not guarantee that Qualified Health Professional will be paid.

  1. OTHER TERMS

Together with the NurseContact User Agreement and other Terms of Service, these Direct Contract Terms represent the entire agreement with NurseContact and supersede all prior agreements and understandings with respect to the matters covered. You agree that you did not accept the Direct Contract Terms based on any representations, whether written or oral, other than those contained herein. No modification of or amendment to the Direct Contract Terms, nor any waiver of any rights, will be effective unless in writing signed by you and NurseContact. Notwithstanding the foregoing, to the extent permitted by applicable law, NurseContact may amend the Direct Contract Terms with prior notice at any time. The posting of the amended Direct Contract Terms on NurseContact’s Site will constitute notice. Your continued use of the Direct Contract Services after the effective date of a revised version of the Direct Contract Terms or notice to you of updated Direct Contract Terms constitutes your acceptance of its terms and agreement to be bound by its terms. In the event of a conflict between these Direct Contract Terms and the applicable escrow instructions, the applicable escrow instructions shall govern; in the event of a conflict between these Direct Contract Terms and any other agreement in the Terms of Service, these Direct Contract Terms shall govern.

Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions

If Client and Qualified Health Professional enter into an Hourly Contract, if Client makes a bonus or expense payment to Qualified Health Professional, or if you use NurseContact Payroll, this Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions (“Agreement”) applies.

To the extent permitted by applicable law, we may modify this Agreement, and the Escrow Instructions it contains, without prior notice to you, and any revisions to the Agreement will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.

This Agreement hereby incorporates by reference the Terms of Service. Capitalized terms not defined in this Agreement are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site. The Escrow Instructions in this Agreement do not apply to Fixed-Price Escrow Accounts, except that they govern the making and receiving of bonus, expense and other miscellaneous payments for Fixed-Price Contracts.

  1. DIGITAL SIGNATURE

By clicking to accept an Hourly Contract or make a bonus payment, Client and Qualified Health Professional are deemed to have executed this Agreement electronically, effective on the date Qualified Health Professional clicks to accept an Hourly Contract, pursuant to Indiana State Code 26-2-8 and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as amended from time to time (the "E-Sign Act"). Doing so constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement and the Escrow Instructions it contains.

  1. MAKING OR RECEIVING AN HOURLY PAYMENT

2.1 WEEKLY HOURLY INVOICES

For Hourly Contracts, the weekly billing cycle starts Monday at 00:00 midnight UTC and ends Sunday at 23:59 UTC. Invoices for hours recorded on NurseContact in the Work Diary are generated each Monday following the week in which the hours were billed (the "Hourly Invoice Deadline"). Qualified Health Professional irrevocably authorizes and instructs NurseContact, as its agent, to (i) create an invoice on behalf of Qualified Health Professional for payment due based upon the hours that the Qualified Health Professional recorded in the Work Diary before the Hourly Invoice Deadline (such invoice, the "Hourly Invoice"); and (ii) submit the Hourly Invoice on behalf of Qualified Health Professional to Qualified Health Professional's Client for payment. For the avoidance of doubt, the “Work Diary” is the section NurseContact where hours can be recorded on an Hourly Contract.

By recording time in the Work Diary and allowing an Hourly Invoice to be created based on the time recorded, Qualified Health Professional represents and warrants that (y) Qualified Health Professional has completed the applicable Qualified Health Professional Services fully and satisfactorily; and (z) the hours Qualified Health Professional reports are true, accurate, and complete.

2.2 HOURLY INVOICE REVIEW

Client must review and approve or dispute the Hourly Invoice by 11:59 PM UTC of the Friday following submission of the Hourly Invoice. Payments will be held in escrow during the Dispute Period (defined below), providing four additional days to review and dispute the invoice before funds are released. During the Dispute Period, Client may initiate a Dispute as to some or all of the time invoiced on the Hourly Invoice.

On the Friday of the week following submission of the Hourly Invoice, Client will be deemed to have approved all undisputed amounts on the Hourly Invoice, and irrevocably instructed NurseContact to release escrow funds as described in this Agreement.

Notwithstanding the foregoing, all hours recorded and submitted by Payroll Employee on the NurseContact website will be deemed approved by Client automatically, and Client authorizes and irrevocably instructs NurseContact to release payments for those hours to be paid to the Staffing Provider by Client's account each Monday following the week in which the hours were worked. Client may not reject time or file a Dispute for Payroll Employee time worked.

  1. MAKING OR RECEIVING A BONUS OR EXPENSE PAYMENT

Client may also make a bonus, tip, expense, or other miscellaneous payment to Qualified Health Professional using the Site. To make such a payment to a Qualified Health Professional, Client must follow the instructions and links on the Site and provide the information requested. If Client clicks to pay such a payment to Qualified Health Professional, Client irrevocably instructs NurseContact to and NurseContact will release escrow funds as described in this Agreement.

  1. INSTRUCTIONS TO PAY IRREVOCABLE

Client’s instruction to NurseContact and its wholly owned subsidiaries to pay a Qualified Health Professional is irrevocable. Such instruction is Client’s authorization to transfer funds to Qualified Health Professional from the Client Escrow Account or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected, and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to pay Qualified Health Professional, NurseContact will transfer funds to the Qualified Health Professional and that NurseContact has no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Client agrees that once NurseContact or its subsidiary has charged Client’s Payment Method, the charge is non-refundable.

  1. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW

In addition, NurseContact is authorized to and will release applicable portions of the Client Escrow Account (each portion, a “Release”) to the Qualified Health Professional Escrow Account, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. The amount of the Release will be delivered to the Qualified Health Professional Escrow Account, in accordance with Qualified Health Professional’s and Client’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.

5.1 RELEASE CONDITIONS

As used in these Escrow Instructions, “Release Condition” means any of the following:

  1. Client and Qualified Health Professional have submitted joint written instructions for a Release.
  2. Client has approved all or a portion of the Qualified Health Professional's Hourly Invoice. This Release Condition will only apply to amounts invoiced by the Qualified Health Professional that Client has approved. Client’s failure to dispute an Hourly Invoice, or a portion of an Hourly Invoice, within the Dispute Period pursuant to this Agreement, or as otherwise provided in the Escrow Instructions, constitutes approval by the Client for purposes of this Release Condition.
  3. Qualified Health Professional is a Payroll Employee and has submitted an Hourly Invoice under a Services Contract that involves the use of NurseContact Payroll.
  4. NurseContact reviews Client's dispute of amounts invoiced on Qualified Health Professional's Hourly Invoice for an Hourly Contract with Work Diaries pursuant to this Agreement and determines that the time is related to the Hourly Contract requirements or Client's instructions.
  5. Client initiates a Dispute with respect to Qualified Health Professional's Hourly Invoice for an Hourly Contract without Work Diaries pursuant to this Agreement and Client and Qualified Health Professional resolve the dispute without the assistance of NurseContact.
  6. Issuance of a final order of a court or arbitrator of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.
  7. We believe, in our sole discretion, that fraud, an illegal act, or a violation of NurseContact's Terms of Service has been committed or is being committed or attempted, in which case Client and Qualified Health Professional hereby irrevocably authorize and instruct NurseContact to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to return the funds associated with such acts to their source of payment.
  1. PAYMENT PROTECTION

NurseContact provides limited payment protection to Users as detailed in this Section 6 ("Hourly Payment Protection").

6.1 FOR QUALIFIED HEALTH PROFESSIONALS

In the rare event that a Qualified Health Professional’s Client does not make payment for legitimate services performed by a Qualified Health Professional, NurseContact will provide Hourly Payment Protection to the Qualified Health Professional as detailed in this Section 6.1 as a membership benefit to foster fairness, reward loyalty, and encourage the Qualified Health Professional to continue to use the Site Services for their business needs. Hourly Payment Protection will be offered to a Qualified Health Professional only if all of the following criteria are met in NurseContact's sole discretion:

  1. Both Client and Qualified Health Professional must have agreed to use Work Diaries upon acceptance of the Hourly Contract, as part of the terms.
  2. Client must have an Account in good standing and a valid and verified Payment Method at the start of the Hourly Contract, and must agree to automatically pay for hours billed by Qualified Health Professional through Work Diaries.
  3. Qualified Health Professional's Account must be in good standing.
  4. Qualified Health Professional must have used Work Diaries enabled to document any and all hours covered by the Hourly Payment Protection for Qualified Health Professionals.
  5. Prior to any Hourly Invoice being submitted, Qualified Health Professional must have annotated the screenshots documented in Work Diaries sufficient to demonstrate the work relates to the Hourly Contract.
  6. The screenshots documented by Work Diaries must be clearly related to the applicable Hourly Contract requirements or Client instructions.
  7. The number of hours billed in the Work Diaries must be within the hours authorized in the Hourly Contract for the week.
  8. Within five days after notification of rejected or unpaid time, Qualified Health Professional must submit a Dispute specifically identifying the documented work not otherwise paid for by their Client through the Escrow Services.

NurseContact will investigate and determine in its sole discretion whether the above terms and conditions are met.

Hourly Payment Protection does not apply to: (a) hours invoiced for work not agreed to or authorized by Client; (b) bonus payments; (c) refunds; (d) manual time; (e) time added after Client has disputed a billing and before the resolution of that dispute; (6) Fixed-Price Contracts; (f) hours reported by Payroll Employees; (g) any payments on Hourly Contracts where the Hourly Contract or the services provided thereunder are prohibited by the Terms of Service; (h) hours billed by Qualified Health Professionals whom NurseContact believes, in its sole discretion, to be aware of or complicit in another User’s violation of this Agreement or the other Terms of Service; or (i) Qualified Health Professionals whom NurseContact believes, in its sole discretion, to be involved in actual fraudulent activities or abuse of this Payment Protection.

The maximum rate per hour protected by NurseContact to Qualified Health Professional under the Hourly Payment Protection for Qualified Health Professionals is the lesser of: (i) the rate provided in the Hourly Contract terms; (ii) the usual hourly rate billed by Qualified Health Professional on the Site across all Clients; and (iii) the going rate for the same skills on the Site in Qualified Health Professional's area (such determination to be made in NurseContact's sole discretion). The maximum amount of coverage under the Hourly Payment Protection for Qualified Health Professionals for the life of a relationship between the same Client and Qualified Health Professional is $2,500 or 50 hours logged in Work Diary, whichever is less.

6.2. FOR CLIENTS

Qualified Health Professional authorizes and instructs NurseContact to adjust the Hourly Invoice to remove invoiced hours that are not (a) clearly related to either the Hourly Contract terms or work agreed to by the Client, and (b) within the hours authorized in the Hourly Contract for the week, subject to and conditioned on the following terms:

  • Both Client and Qualified Health Professional must agree to use Work Diaries as part of the Hourly Contract terms.
  • Client must have an Account in good standing and a valid and verified default Payment Method, and Client must agree to automatically pay for hours billed by Qualified Health Professional in the Hourly Invoices. Within the Hourly Invoice Review Period, Client must submit a Dispute specifically identifying the time billed that is not clearly related to either the Hourly Contract requirements or Client instructions in the Work Diaries.

NurseContact will investigate and determine in its sole discretion whether the above terms and conditions are met.

Hourly Protection for Clients only protects Client from the obligation to pay for Qualified Health Professional’s work if the documented hours worked are not clearly related to the Hourly Contract requirements or Client instructions in the Work Diaries. If Client has requested that the Qualified Health Professional use functionality of the Site or third-party software that hides, blurs, or distorts images in the Work Diary, the screenshots will be deemed to be “clearly related” to the Hourly Contract requirements for purposes of the Client's eligibility for Hourly Payment Protection. Hourly Payment Protection for Clients does not create any warranties, express or implied, beyond those expressly stated in the User Agreement.

Hourly Protection for Clients does not apply to: (1) Fixed-Price Contracts; (2) Hourly Contracts using NurseContact Payroll; or (3) hours billed by Qualified Health Professionals who are aware of or complicit in another User's violation of this Agreement or the Terms of Service.

  1. DISPUTES BETWEEN CLIENT AND QUALIFIED HEALTH PROFESSIONAL

7.1 DISPUTES INITIATED VIA THE PLATFORM

For Hourly Contracts, Client may dispute Qualified Health Professional’s hours invoiced on the Hourly Invoice for the prior week (Sunday 12:00 a.m. midnight UTC to Sunday 11:59 p.m. UTC) during the five days following the close of the weekly invoice period (Monday 12:00 a.m. midnight UTC to Friday 11:59 p.m. UTC) (the “Dispute Period“). It is Client’s responsibility to review the Hourly Invoice of every Hourly Contract on a weekly basis and to file any disputes during the Dispute Period. Once the Dispute Period expires, Client will be deemed to have accepted the Qualified Health Professional Services and Qualified Health Professional Fees and can no longer dispute them. Disputes handled by NurseContact can only address the hours billed, not the quality of the Qualified Health Professional Services or the Work Product provided under Hourly Contracts. If Client disputes Qualified Health Professional’s hours invoiced in the Hourly Invoice under an Hourly Contract during the Dispute Period, Client and Qualified Health Professional are encouraged to resolve the dispute between themselves. If Client and Qualified Health Professional fail to come to a resolution, NurseContact will promptly investigate the Hourly Invoice and determine, in our sole discretion, whether an adjustment is appropriate consistent with Client’s and Qualified Health Professional’s instructions in these Escrow Instructions. NurseContact's determination of such dispute shall be final.

If Client’s payment is unsuccessful, NurseContact will review the Weekly Invoice to determine if it qualifies for Hourly Payment Protection. If NurseContact, in its sole discretion, determines that the Weekly Invoice qualifies for Hourly Payment Protection, it will make payment to the Qualified Health Professional to cover the Hourly Invoice on behalf of the Client. In the event that NurseContact makes payment on behalf of the Client, Qualified Health Professional hereby irrevocably assigns any right, title or interest in any payment from Client to NurseContact for the amount paid by NurseContact.

Client may choose to approve Qualified Health Professional’s Weekly Invoice prior to the end of the Dispute Period thereby releasing payment for the Weekly Invoice. If Client releases payment to Qualified Health Professional prior to the end of the Dispute Period, Client certifies that it approves the Weekly Invoice, accepts the work, and waives any further right to dispute the work or Weekly Invoice through NurseContact's Dispute Assistance (defined below).

You acknowledge and agree that NurseContact or its Affiliates may, at its sole discretion, withhold or delay payment in the event of dispute between a Client and a Qualified Health Professional. You further acknowledge and agree that NurseContact and Affiliates are not and will not be a party to any dispute between a Client and Qualified Health Professional over an Hourly Invoice or Hourly Contract.

Clients may not dispute hours worked with respect to any worker engaged as an employee through NurseContact Payroll. The Dispute Period does not apply and payments are released immediately upon completion of the Hourly Invoice for the prior week for Hourly Contracts where the Client has one or more Service Contracts using NurseContact Payroll.

7.2 NURSECONTACT DISPUTE ASSISTANCE

Non-binding dispute assistance (“Dispute Assistance”) is available within 30 days of the date of the last release of funds from Client to Qualified Health Professional. If Client or Qualified Health Professional contacts NurseContact via support ticket within 30 days of the date of the last payment from Client to Qualified Health Professional and requests non-binding dispute assistance for any dispute among them (a “Dispute”), NurseContact will attempt to assist Client and Qualified Health Professional by reviewing the Dispute and proposing a mutual, non-binding resolution. NurseContact will only review the 30 days of work performed prior to the date a User requests Dispute Assistance.

  • The NurseContact Disputes team will notify Client and Qualified Health Professional via ticket by providing a notice of dispute along with a request for information and supporting documentation.
  • If both Client and Qualified Health Professional respond to the notice and request for information, then the Disputes team will review the documentation submitted and any information available on the Site that pertains to the Dispute. After review, the Disputes team will propose a mutual, non-binding resolution based on the results of the review.
  • The proposed resolution is non-binding; Client and Qualified Health Professional can choose whether or not to agree to it. If Client and Qualified Health Professional agree in writing to the proposed resolution, Client and Qualified Health Professional agree that NurseContact is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the proposed resolution.
  • If Client or Qualified Health Professional rejects NurseContact’s proposed, non-binding resolution then Client and/or Qualified Health Professional must pursue the Dispute independently.
  • NurseContact reserves the right to review the Qualified Health Professional’s work for 30 days prior to the date of the request for Dispute Assistance for compliance with Hourly Payment Protection requirements, and in its sole discretion, to make adjustments to invoices, and to direct NurseContact to make appropriate releases to Client if it finds work that clearly does not relate Hourly Contract requirements or Client instructions in the Work Diaries or violations of the Terms of Service during its review of the work.

Dispute Assistance does not apply to Qualified Health Professional Services using NurseContact Payroll.

  1. NO RESPONSIBILITY FOR SERVICES OR PAYMENTS

NurseContact and Affiliates merely provide a platform for Internet payment services. NurseContact and Affiliates do not have any responsibility or control over the Qualified Health Professional Services that Client purchases. Nothing in this Agreement deems or will be interpreted to deem NurseContact or any Affiliate as Client’s or Qualified Health Professional’s agent with respect to any Qualified Health Professional Services, or expand or modify any warranty, liability or indemnity stated in the Terms of Service. For example, NurseContact does not guarantee the performance, functionality, quality, or timeliness of Qualified Health Professional Services or that a Client can or will make payments.

 

Fixed Price Escrow Instructions

*NurseContact is committed to helping users experiencing hardships as a result of COVID-19. To that end, NurseContact may extend or accommodate requests for extension of deadlines imposed by Section 6 of these Fixed-Price Escrow Instructions and related to disputes subject to the Dispute Assistance Program. *

If a Client and a Qualified Health Professional enter into a Fixed-Price Contract, these Fixed-Price Escrow Instructions (“Escrow Instructions”) apply. These Escrow Instructions govern Fixed Price Escrow Accounts. If you have a Fixed-Price Contract and wish to make or receive a miscellaneous or bonus payment, those activities are governed by the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions.

To the extent permitted by applicable law, we may modify these Escrow Instructions without prior notice to you, and any revisions to these Escrow Instructions will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.

These Escrow Instructions hereby incorporate by reference the Terms of Service (“Terms of Service”). Capitalized terms not defined in these Escrow Instructions are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site. These Escrow Instructions do not apply to Hourly Contracts.

  1. DIGITAL SIGNATURE

By clicking to fund Escrow (a “Funding Approval”) or to accept a Fixed-Price Contract, Client and Qualified Health Professional are deemed to have executed these Escrow Instructions electronically, effective on the date Qualified Health Professional clicks to accept the engagement, pursuant to Indiana State Code 26-2-8 and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as may be amended from time to time (the "E-Sign Act"). Doing so constitutes an acknowledgement that you are able to electronically receive, download, and print these Escrow Instructions. All references to the Escrow in these Escrow Instructions will include the initial Funding Approval and any additional Funding Approval for a Fixed-Price Contract.

  1. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW

Client and Qualified Health Professional irrevocably authorize and instruct NurseContact to release applicable portions of the Fixed Price Escrow Account (each portion, a “Release”) to their Qualified Health Professional Escrow Account or Client Escrow Account, as applicable, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. The amount of the Release will be delivered to the applicable Escrow Account in accordance with Qualified Health Professional’s or Client’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.

2.1 RELEASE CONDITIONS

As used in these Escrow Instructions, “Release Condition” means any of the following:

  1. Client clicks to release funds to Qualified Health Professional.
  2. Client does not take any action for 14 days from the date of a Qualified Health Professional’s Release request, in which case Qualified Health Professional and Client agree that NurseContact is authorized and irrevocably instructed to immediately release to Qualified Health Professional the amount associated with to the applicable milestone in connection with such Release request.
  3. Qualified Health Professional cancels the contract before a milestone payment has been released to Qualified Health Professional, in which case the funds are to be returned to the Client.
  4. Client and Qualified Health Professional have submitted joint written instructions for a Release to either Qualified Health Professional Escrow Account or Client Escrow Account, as applicable.
  5. Client and Qualified Health Professional agree to close the contract without release of funds, in which case the funds are to be returned to the Client.
  6. Client or Qualified Health Professional has failed to make its Arbitration payment or paid its fair share of the Arbitration costs pursuant to the Dispute Assistance Program, in which case the funds are released to the Party that has made its Arbitration Payment.
  7. Both Client and Qualified Health Professional have failed to timely submit to Arbitration for an unresolved Dispute as such term is defined in the Dispute Assistance Program, in which case the funds are released to the Client.
  8. Client or Qualified Health Professional has failed timely to respond to an NurseContact Dispute Assistance notification as required by the Dispute Assistance Program, in which case the funds are released to the User that has participated.
  9. Client or Qualified Health Professional otherwise has failed to comply with the Dispute Assistance Program, in which case the funds are to be released to the User that has complied with the Dispute Assistance Program.
  10. Submittal of a final award of an arbitrator appointed pursuant to the Dispute Assistance Program, in which case the funds will be released in accordance with such award.
  11. Issuance of the final order of a court of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.
  12. We believe, in our sole discretion, that fraud, an illegal act, or a violation of NurseContact's Terms of Service has been committed or is being committed or attempted, in which case Client and Qualified Health Professional irrevocably authorize and instruct NurseContact to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to return the funds associated with such acts to their source of payment.

 

  1. INSTRUCTIONS IRREVOCABLE

On the occurrence of a Release Condition, Client and Qualified Health Professional are deemed to and hereby agree that the instruction to NurseContact and its wholly owned subsidiaries to release funds is irrevocable. Without limiting the foregoing, Client’s instruction to NurseContact and its wholly owned subsidiaries to pay a Qualified Health Professional is irrevocable. Such instruction is Client’s authorization to transfer funds to Qualified Health Professional from the Client Escrow Account or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to pay Qualified Health Professional, NurseContact will transfer funds to the Qualified Health Professional and that NurseContact and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Client agrees that once NurseContact or its subsidiary has charged Client’s Payment Method, the charge is non-refundable.

  1. DORMANT ENGAGEMENTS

To be fair to Clients and Qualified Health Professionals, NurseContact has a procedure for Fixed-Price Contracts that appear Dormant (as defined below). For purposes of determining Dormant status, “activity” means business term or milestone updates or requests, Fixed-Price Escrow Funding, Fixed-Price Escrow Release, Fixed-Price Escrow Refunds, Funding requests, Release requests, requests to close the Fixed-Price Contract, Status Report submittals, or actions under the Fixed Price Dispute Assistance Program.

A "Dormant Engagement" is a Fixed-Price Contract that has a Fixed-Price Escrow Account with a balance but has had no activity for 90 consecutive days after the last milestone date contained in the business terms. Dormant Engagements are subject to the following rules:

  1. NurseContact will notify Client when the Fixed-Price Contract becomes Dormant (“Dormant Date”).
  2. If no activity other than Release requests has occurred within 7 days after the Dormant Date, NurseContact will notify the Qualified Health Professional that the Fixed-Price Contract is Dormant.
  3. If neither Qualified Health Professional nor Client take any action for 7 days after the Dormant Date, Qualified Health Professional and Client agree that NurseContact is authorized and irrevocably instructed to immediately release escrow funds to Client.
  4. If Qualified Health Professional submits a Release request and client does not take any action for 14 days from the date of the Release request, Qualified Health Professional and Client agree that NurseContact is authorized and irrevocably instructed to immediately release to Qualified Health Professional the amount related to the milestone with Release request.
  5. All funds released to Qualified Health Professional under this Section, Dormant Engagements, will be subject to the applicable Service Fees.

 

  1. REFUNDS AND CANCELLATIONS

Client and Qualified Health Professional are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in escrow, Client or Qualified Health Professional can cancel the contract at any time by clicking to close the contract. If funds are held in escrow, refunds and cancellations must be initiated by Client or Qualified Health Professional by following the steps below.

5.1 CANCELLATION BY QUALIFIED HEALTH PROFESSIONAL

If Qualified Health Professional wants to cancel a contract with funds held in escrow, Qualified Health Professional must click to close the contract. When Qualified Health Professional clicks to close the contract, Qualified Health Professional and Client agree that NurseContact is authorized and irrevocably instructed to immediately release to Client all Escrow funds associated with the contract.

5.2 CANCELLATION BY CLIENT

If Client wants to cancel a contract with funds held in escrow, Client must click to close the contract. Qualified Health Professional must either click to approve or dispute the Client’s cancellation within 7 days. If Qualified Health Professional approves the cancellation, Qualified Health Professional and Client agree that NurseContact is authorized and irrevocably instructed to immediately release to Client all escrow funds associated with the contract. If Qualified Health Professional is using the Site on a mobile device and do not have the ability to approve or dispute the cancellation with a click on the mobile website or application, Qualified Health Professional must dispute the Client’s cancellation via support ticket within 7 days. If Qualified Health Professional takes no action within 7 days from the date notification of the cancellation is sent to Qualified Health Professional, Qualified Health Professional and Client agree that NurseContact is authorized and irrevocably instructed to immediately release to Client all Escrow funds associated with the contract. If Qualified Health Professional disputes the cancellation, Qualified Health Professional and Client will be offered NurseContact Dispute Assistance (as defined in Section 6).

  1. DISPUTE ASSISTANCE PROGRAM

If Client and Qualified Health Professional fail to come to a mutual resolution by way of the Refund and Cancellation process as stated in Section 5, NurseContact provides this Dispute Assistance Program as a mechanism to resolve the Dispute.

6.1 DEFINITIONS AND KEY DATES

  1. “Arbitration” means binding non-appearance-based Arbitration by a neutral third party as described in Section 6.
  2. “Arbitration Payment” means Client’s or Qualified Health Professional’s applicable portion of the costs of Arbitration as more particularly described in this Section 6.
  3. “Arbitration Limitations Date” means the date 30 days after the date a Dispute is filed via the Site or via support ticket with Nurse contact.
  4. "Contract Room" means the contract room on the Site for the particular Fixed-Price Contract, including the contract terms, messages and files, and milestones and payments.
  5. “Dispute” means a dispute between a Client and Qualified Health Professional concerning a Fixed-Price Contract and covered by this Dispute Assistance Program.
  6. “Dispute Assistance Deadline” means the date 30 days after the Client was billed for the last milestone.
  7. “Dispute Assistance Program” means the Dispute assistance program set forth in this Section 6.
  8. “NurseContact Dispute Assistance” means the Dispute assistance provided by NurseContact as set forth in this Section 6.

 

6.2 AVAILABILITY OF NURSECONTACT DISPUTE ASSISTANCE

Dispute Assistance is only available (i) after initial funding of the Fixed Price Escrow Account associated with the Fixed-Price Contract, and (ii) prior to the Dispute Assistance Deadline. Dispute Assistance is not available to either the Qualified Health Professional or the Client via the Site after the Dispute Assistance Deadline.

6.3 NON-BINDING ASSISTANCE

NurseContact will first attempt to assist Client and Qualified Health Professional by reviewing the Dispute and proposing a mutual, non-binding resolution.

  • The NurseContact Disputes team will notify Client and Qualified Health Professional via ticket by providing a notice of dispute along with a request for information and supporting documentation (if any).
  • If both Client and Qualified Health Professional respond to the notice and request for information, then the Disputes team will review the documentation submitted and any information available on the Site that pertains to the Dispute. After review, the Disputes team will propose a mutual, non-binding resolution based on the results of the review.
  • The proposed resolution is non-binding; Client and Qualified Health Professional can choose whether or not to agree to it. If Client and Qualified Health Professional agree in writing to the proposed resolution, Client and Qualified Health Professional agree that NurseContact is authorized and irrevocably instructed to immediately release Escrow funds in accordance with the proposed resolution.
  • If Client or Qualified Health Professional rejects NurseContact’s proposed, non-binding resolution, they may proceed to Arbitration. If Client and Qualified Health Professional do not choose to arbitrate, Qualified Health Professional and Client agree that NurseContact is authorized and irrevocably instructed to immediately release to Client all funds held in Escrow.
  • If Client or Qualified Health Professional chooses to arbitrate by notifying NurseContact via support ticket of their intent to arbitrate, NurseContact will notify both Client and Qualified Health Professional via ticket that they must make the Arbitration Payment within 5 business days of the notice (the “First Arbitration Notice“). If both parties make the Arbitration Payment (including after initial notice of non-payment), then NurseContact will deliver instructions for initiating Arbitration.
  • If Client or Qualified Health Professional does not make the Arbitration Payment within 5 business days of the First Arbitration Notice, Qualified Health Professional and Client will be deemed to have irrevocably authorized and instructed NurseContact to, and NurseContact will, release the disputed funds to the party that paid the Arbitration Payment to the extent that any disputed funds remain in the Escrow Account. If no funds remain in the Escrow, NurseContact will close the Dispute.
  • If Client and Qualified Health Professional both do not make the Arbitration Payment by the Arbitration Limitations Date, then Client and Qualified Health Professional will be deemed to have authorized and instructed NurseContact to, and NurseContact will, release the disputed funds to Client, to the extent that any disputed funds remain in the Escrow Account, if no funds remain NurseContact will close the Dispute.

 

6.4 ARBITRATION FOR A FIXED-PRICE CONTRACT

Except for Fixed-Price Contracts where the Client is an Enterprise Client (defined in the Fee and ACH Authorization Agreement), Qualified Health Professional and Client each has the right to demand Arbitration of a Fixed-Price Contract before the Arbitration Limitations Date if the Fixed-Price Escrow associated with the Fixed-Price Contract has been funded at least once. If either Client or Qualified Health Professional demands Arbitration in accordance with these Escrow Instructions and you are not the party that requested Arbitration, you agree to submit to the Arbitration and pay your share of the Arbitration fees detailed below. In any Arbitration, each of you and the other Member is a “Dispute Party,” and collectively you are the “Dispute Parties.”

Any such Arbitration will be conducted by a neutral third-party Arbitration service: the American Arbitration Association (the “AAA”).The Arbitration rules and fees for each are set out in Appendix A to these Escrow Instructions. By default, Arbitration will be conducted by AAA unless NurseContact chooses another Arbitration service.

6.5 FILING THE CASE WITH THE ARBITRATOR

When a User demands Arbitration (the “Arbitration Plaintiff”), or when the circumstances dictate that NurseContact notify a User of its right to file for Arbitration as described above, NurseContact will provide the User with instructions on initiating the Arbitration. After the parties have initiated the Arbitration, NurseContact will provide the arbitrator with supporting documentation including but not limited to the documents submitted to NurseContact during the dispute resolution process, information available via the Site, and access to the Site.

If the Arbitration Plaintiff makes the Arbitration Payment, NurseContact will contact the other party (“Arbitration Respondent”) to request that the Arbitration Respondent pay its portion of the Arbitration fees as well. If the Arbitration Respondent fails to make the Arbitration Payment and submit to such Arbitration within 5 business days after the First Arbitration Notice, NurseContact will suspend the Arbitration Respondent’s account, and both parties will be deemed to have irrevocably authorized and instructed NurseContact to, and NurseContact will, release the funds sought by the Arbitration Plaintiff in the demand for Arbitration to the Arbitration Plaintiff, to the extent such funds remain in the Fixed-Price Escrow Account. If no funds remain in the Fixed-Price Escrow Account, NurseContact will close the Dispute.

If both parties pay their portion of the Arbitration fees, NurseContact will instruct the parties on the process for initiating the Arbitration with the Arbitration service provider. After the parties have initiated the Arbitration, NurseContact will provide the arbitrator with relevant documentation, including information collected in the informal dispute process and contents of the Contract Room.

6.6 AUTHORIZATION TO COLLECT ARBITRATION FEES

When you electronically authorize payment of the invoice for the Arbitration Payment as delivered to you by NurseContact by email, you irrevocably authorize and instruct (i) NurseContact or its Affiliates, as your agent, to charge your Payment Method for the amount of the payment for credit to your Escrow Account; and (ii) NurseContact, as escrow agent, to immediately release that amount from your Escrow Account and pay it to NurseContact. If NurseContact or its Affiliates cannot collect sufficient funds to fulfill the Escrow for any reason, NurseContact has no obligation with respect to making the payment to NurseContact on your behalf, and you will be considered as not having paid your portion of the Arbitration fees as required by this Section 6.

6.7 LIMITATIONS PERIOD FOR ARBITRATIONS

If both Qualified Health Professional and Client fail to demand binding Arbitration for an unresolved Dispute by the Arbitration Limitations Date, then Client and Qualified Health Professional will be deemed to have irrevocably authorized and instructed NurseContact to, and NurseContact will, release all funds in the Fixed-Price Escrow Account to Client.

6.8 ARBITRATION AWARD

You agree that the arbitrator is authorized to decide the Dispute within its discretion. You agree that the arbitrator’s award is final, that it may be entered in and enforced by any court of competent jurisdiction, and that if the arbitrator delivers notice of any award to NurseContact, then NurseContact and NurseContact have the right to treat such notice as conclusive and act in reliance thereon.

6.9 SERVICE FEES FOR ESCROW FUNDS RELEASED FOLLOWING DISPUTE ASSISTANCE

All Escrow Funds released under this program are subject to the normal Service Fees associated with Escrow Accounts, as detailed in the User Agreement and applicable Escrow Instructions.

  1. NOTICES

All notices to a User required by these Escrow Instructions will be made via email sent by NurseContact to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with NurseContact, for checking their email and for responding to notices sent by NurseContact to the User’s registered email address.

  1. COOPERATION WITH THE DISPUTE ASSISTANCE PROGRAM

All claims, disputes or other disagreements between you and another User that are covered by the Dispute Assistance Program must be resolved in accordance with the terms in the Dispute Assistance Program. All claims filed or brought contrary to the Dispute Assistance Program will be considered improperly filed, and NurseContact will have the right to take any other action, including suspension or termination of your Account, and any other legal action as NurseContact deems appropriate in its sole discretion.

  1. ABUSE

NurseContact, in its sole discretion, reserves the right to suspend or terminate your Account immediately upon giving notice to you if NurseContact believes you may be abusing the Dispute Assistance Program or as otherwise permitted by the Terms of Service. However, any Disputes for any Fixed-Price Contracts that existed prior to termination will be subject to the Terms of Service.

APPENDIX A

RULES AND FEES FOR ARBITRATIONS CONDUCTED BY THE AMERICAN ARBITRATION ASSOCIATION

This Appendix A summarizes certain pertinent contractual terms that American Arbitration Association (the "AAA") has agreed to in providing arbitration services to Clients and Qualified Health Professionals who choose the AAA as their arbitrator under the Fixed-Price Escrow Instructions. The AAA is solely a third-party arbitration service provider. NurseContact and our affiliates have no direct or indirect affiliate, partnership, joint venture, ownership or control relationship with or interest in the AAA. NurseContact and our Affiliates assume no responsibility or liability for the services of the AAA.

APPOINTMENT OF THE ARBITRATOR

 

All Arbitrations by the AAA are conducted by a single arbitrator.

The AAA will provide the parties the opportunity to participate in arbitrator selection through a strike-and-rank process of pre-qualified arbitrators.

  1. Each party will be provided with an identical list of five potential arbitrators and may have up to three calendar days to strike two potential arbitrators and rank the remaining in order of preference. If any party does not return the list within five calendar days, all persons named therein will be deemed acceptable.
  2. From among the arbitrators approved on both lists and in accordance with the designated order of mutual preference, the AAA will invite the arbitrator to serve. If for any reason the appointment cannot be made according to this procedure, the AAA will have the power to make the appointment without submission of additional lists.
  3. Any arbitrator will be impartial and independent and will perform his or her duties with diligence and in good faith, and will be subject to disqualification for any grounds provided by applicable law.
  4. Neither NurseContact nor any party or party representative will communicate ex parte with an arbitrator or candidate for arbitrator concerning the Arbitration. Notwithstanding the above, NurseContact and an arbitrator may communicate ex parte solely for the purpose of enabling the arbitrator to access and use the Site, and the Contract Room, and the information contained therein, associated with the Fixed-Price Contract in Dispute.

 

RULES OF THE PROCEEDINGS

 

  1. The amount at issue in any claims or counterclaims relating to a Fixed-Price Contract will be limited to the sum still held in Escrow and the sum previously released from Escrow for the Fixed-Price Contract.
  2. The Arbitration Plaintiff may submit a statement of the case (“Initial Statement”), not to exceed 1,500 words, within three business days of being notified that the case has been filed with the AAA. The Arbitration Plaintiff will post the Initial Statement to the Contract Room.
  3. The Arbitration Respondent may submit a response (“Response Statement”), not to exceed 1,500 words, within three business days of receiving the Initial Statement. The Arbitration Respondent will post the Response Statement to the Contract Room.
  4. Either party may elect to use their dispute notice form or dispute response (as applicable) in lieu of creating a separate Initial Statement or Response Statement for the Arbitration. No party may submit new or different claims after the case has been initiated.
  5. All proceedings will be “on documents” and the evidence admissible will consist solely and exclusively of Contract Room contents at the time the Dispute was submitted to the NurseContact Dispute resolution process. Any communication taking place outside the Contract Room must have been posted to the Contract Room within 24 hours of the original transmission of that communication in order to be admissible. Once Arbitration is initiated, the arbitrator can make an award based solely on the Contract Room contents and material submitted to initiate the Arbitration. The failure of one party or the other to respond to an arbitrator request or otherwise continue to participate in the Arbitration will not prevent the arbitrator from making an award.
  6. The language of the Arbitration will be English.
  7. At the arbitrator’s sole discretion, the arbitrator may permit or require the submission of additional written statements from the parties (“Additional Arguments”). The arbitrator is not required to permit Additional Arguments. If the arbitrator permits Additional Arguments, the arbitrator will establish the schedule and rules for the submission of such Additional Arguments, including any limits on the length of such Additional Arguments.
  8. The Arbitration will conclude within 30 calendar days from the date of submission to the AAA, and the arbitrator may grant an extension for good cause not to exceed 14 calendar days.
  9. Communications by either party to the arbitrator will be shared with all parties.
  10. All awards will be final, non-appealable and enforceable by any court of competent jurisdiction.
  11. Neither the AAA nor any arbitrator in a proceeding under these rules and procedures is a necessary or proper party in judicial proceedings relating to the Arbitration. The parties to an Arbitration under these rules and procedures will be deemed to have consented that neither the AAA nor any arbitrator will be liable to any party in any action for damages or injunctive relief for any act or omission in connection with any Arbitration under these rules and procedures.

 

THE AWARD

 

The AAA will provide NurseContact and the parties with a written award promptly upon the conclusion of the Arbitration, and in no event later than 14 calendar days after conclusion of the Arbitration. At the arbitrator’s sole discretion, the arbitrator may provide, but is not required to provide, written reasons for the Award to the parties.

FEES

 

The fee for Arbitrations by the AAA is $875, regardless of the amount at issue.

Each of the Dispute Parties and NurseContact will share the cost equally ($291 each).

Client and Qualified Health Professional will solely bear and pay any other costs it incurs related to the Arbitration.

Fixed-Price Direct Contract Escrow Instructions

If a Client and a Qualified Health Professional enter into a Fixed Price Direct Contract, these Fixed Price Direct Contract Escrow Instructions (“Escrow Instructions”) apply. These Escrow Instructions govern Escrow Accounts for Fixed Price Direct Contracts. Service Contracts are governed by the applicable escrow instructions.

To the extent permitted by applicable law, we may modify these Escrow Instructions without prior notice to you, and any revisions to these Escrow Instructions will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.

These Escrow Instructions hereby incorporate by reference the Terms of Service (“Terms of Service”). Capitalized terms not defined in these Escrow Instructions are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site. These Escrow Instructions do not apply to Fixed-Price Contracts or Hourly Contracts.

  1. DIGITAL SIGNATURE

By clicking to accept a Direct Contract, Client and Qualified Health Professional are deemed to have executed these Escrow Instructions electronically, effective on the date Client clicks to accept the Direct Contract, pursuant to Indiana State Code 26-2-8 and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as may be amended from time to time (the "E-Sign Act"). Doing so constitutes an acknowledgement that you are able to electronically receive, download, and print these Escrow Instructions.

  1. FUNDING ESCROW

By accepting a Direct Contract, Client agrees to deposit funds for the amount of the first milestone (as defined on the Site) or the full amount of the Direct Contract if there is only one milestone. Additional milestones, if any, may be funded on the same contract by the Client by selecting the button to add an additional milestone or to activate the next milestone. Funds deposited by Clients remain in the Client Escrow Account until they are released to the Qualified Health Professional Escrow Account or released to the Client. NurseContact will not release funds held in escrow except as described in these Escrow Instructions.

  1. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW

Client and Qualified Health Professional irrevocably authorize and instruct NurseContact to release applicable portions of the Direct Contract Escrow Account (each portion, a “Release”) to their Qualified Health Professional Escrow Account or Client Escrow Account, as applicable, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. If the funds are released to the Client Escrow Account, they will be automatically returned to the Client’s Payment Method that was charged to fund escrow. The amount of the Release will be delivered to the applicable Escrow Account in accordance with Qualified Health Professional’s or Client’s instructions, as applicable, these Escrow Instructions, and the other Terms of Service.

3.1 RELEASE CONDITIONS

As used in these Escrow Instructions, “Release Condition” means any of the following:

  1. Client clicks to release funds to Qualified Health Professional.
  2. Client does not take any action for 14 days from the date of a Qualified Health Professional’s Release request, in which case Qualified Health Professional and Client agree that NurseContact is authorized and irrevocably instructed to immediately release to Qualified Health Professional the amount associated with the applicable milestone in connection with such Release request.
  3. Qualified Health Professional or Client cancels the contract before a payment has been released to Qualified Health Professional, in which case the funds are to be returned to the Client.
  4. Issuance of the final order of a court or arbitrator of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.
  5. We believe, in our sole discretion, that fraud, an illegal act, or a violation of NurseContact's Terms of Service has been committed or is being committed or attempted, in which case Client and Qualified Health Professional irrevocably authorize and instruct NurseContact to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to return the funds associated with such acts to their source of payment.
  1. INSTRUCTIONS IRREVOCABLE

On the occurrence of a Release Condition, Client and Qualified Health Professional are deemed to and hereby agree that the instruction to NurseContact and its wholly owned subsidiaries to release funds is irrevocable. Without limiting the foregoing, Client’s instruction to NurseContact and its wholly owned subsidiaries to pay a Qualified Health Professional is irrevocable. Such instruction is Client’s authorization to transfer funds to Qualified Health Professional from the Client Escrow Account or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to pay Qualified Health Professional, NurseContact will transfer funds to the Qualified Health Professional and that NurseContact and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described in this Agreement, Client agrees that once NurseContact or its subsidiary has charged Client’s Payment Method, the charge is non-refundable.

  1. DORMANT ENGAGEMENTS

To be fair to Clients and Qualified Health Professionals, NurseContact has a procedure for Direct Contracts that appear Dormant (as defined below). For purposes of determining Dormant status, “activity” means business term or milestone updates or requests, Direct Contract Escrow Funding, Release requests, or requests to close the Contract.

A "Dormant Engagement" is a Direct Contract that has a Direct Contract Escrow Account with a balance but has had no activity for 90 consecutive days after the last milestone date contained in the business terms. Dormant Engagements are subject to the following rules:

  1. NurseContact will notify Client when the Direct Contract becomes dormant (“Dormant Date”).
  2. If no activity other than Release requests has occurred within 7 days after the Dormant Date, NurseContact will notify the Qualified Health Professional that the Direct Contract is Dormant.
  3. If neither Qualified Health Professional nor Client take any action for 7 days after the Dormant Date, Qualified Health Professional and Client agree that NurseContact is authorized and irrevocably instructed to immediately release escrow funds to Client.
  4. If Qualified Health Professional submits a Release request and client does not take any action for 14 days from the date of the Release request, Qualified Health Professional and Client agree that NurseContact is authorized and irrevocably instructed to immediately release to Qualified Health Professional the amount related to the milestone with Release request.
  5. All funds released to Qualified Health Professional under this Section, Dormant Engagements, will be subject to the applicable Fees as described in the Direct Contract Terms.

 

  1. REFUNDS AND CANCELLATIONS

Client and Qualified Health Professional are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in escrow, Qualified Health Professional may issue a refund up to the full amount paid on the Direct Contract.

  1. NOTICES

All notices to a User required by these Escrow Instructions will be made via email sent by NurseContact to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with NurseContact, for checking their email and for responding to notices sent by NurseContact to the User’s registered email address.

  1. ABUSE

NurseContact, in its sole discretion, reserves the right to suspend or terminate your Account immediately upon giving notice to you if NurseContact believes you may be abusing the Dispute Assistance Program or as otherwise permitted by the Terms of Service. However, any Disputes for any Fixed-Price Contracts that existed prior to termination will be subject to the Terms of Service.

 

Hourly Direct Contract Escrow Instructions

If Client and Qualified Health Professional enter into an Hourly Direct Contract, these Hourly Direct Contract Escrow Instructions apply. These Hourly Direct Contract Escrow Instructions govern Direct Contract Escrow Accounts for Hourly Direct Contracts. All other contracts, including Fixed-Price Direct Contracts and Service Contracts (as defined in the User Agreement), are governed by the applicable escrow instructions.

To the extent permitted by applicable law, we may modify these Hourly Direct Contract Escrow Instructions without prior notice to you, and any revisions to these Escrow Instructions will take effect when posted on the Site unless otherwise stated. Please check the Site often for updates.

These Escrow Instructions hereby incorporate by reference the Terms of Service (“Terms of Service”). Capitalized terms not defined in these Escrow Instructions are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site. These Hourly Direct Contract Escrow Instructions do not apply to Fixed-Price Direct Contracts or Service Contracts.

  1. DIGITAL SIGNATURE

By clicking to send an offer for or to accept an Hourly Direct Contract, Client and Qualified Health Professional are deemed to have executed this Agreement electronically, effective on the date Client clicks to accept an Hourly Direct Contract, pursuant to Indiana State Code 26-2-8 and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as amended from time to time (the “E-Sign Act”). Doing so constitutes an acknowledgement that you are able to electronically receive, download, and print these Hourly Direct Contract Escrow Instructions.

  1. FUNDING ESCROW

By accepting an Hourly Direct Contract, Client agrees to deposit funds totaling the Qualified Health Professional’s hourly rate as agreed to by the parties multiplied by the weekly hourly limit agreed to by the parties (“Direct Contract Deposit”). Client authorizes NurseContact to hold the Direct Contract Deposit in escrow through the term of the Hourly Direct Contract and further authorizes NurseContact to release funds from the Direct Contract Deposit to the Qualified Health Professional in any instance(s) where the Qualified Health Professional invoices hours of work and the invoice is neither disputed or funded for payment by Client in accordance with these Hourly Escrow Instructions. In any such instance(s), Client agrees that NurseContact may charge to Client’s Payment Method or Client will otherwise deposit additional funds into the Client Escrow Account to replenish the Direct Contract Deposit. Qualified Health Professional and Client agree and authorize NurseContact to hold an amount equal to the Direct Contract Deposit in escrow through the termination of the Direct Contract, at which point the parties agree the Direct Contract Deposit will be released to Client if all payments due under the Hourly Direct Contract have been paid to Qualified Health Professional.

In addition to the Direct Contract Deposit, Client agrees to fund through Client Escrow Account payments to Qualified Health Professional on a weekly basis for the amount of Qualified Health Professional’s applicable weekly invoices (“Direct Contract Weekly Funds”). If Client approves the submitted invoices in accordance with the below provisions, NurseContact will release the Direct Contract Weekly Funds to Qualified Health Professional.

2.1 WEEKLY HOURLY INVOICES

For Hourly Direct Contracts, the weekly billing cycle starts Monday at 00:00 midnight UTC and ends Sunday at 23:59 UTC. Invoices for hours recorded by the Qualified Health Professional on NurseContact within the weekly billing cycle (the "Hourly Invoice Deadline") will be generated each Monday following the week in which the hours were billed (such invoice, the "Hourly Invoice"). Qualified Health Professional irrevocably authorizes and instructs NurseContact, as its agent, to (i) create an invoice on behalf of Qualified Health Professional for payment due based upon the hours that the Qualified Health Professional recorded before the Hourly Invoice Deadline; and (ii) submit the Hourly Invoice on behalf of Qualified Health Professional to Qualified Health Professional's Client for payment.

By recording time on NurseContact and allowing an Hourly Invoice to be created based on the time recorded, Qualified Health Professional represents and warrants that (y) Qualified Health Professional has completed the applicable Qualified Health Professional Services fully and satisfactorily; and (z) the hours Qualified Health Professional reports are true, accurate, and complete.

2.2 HOURLY INVOICE REVIEW

Client must review and approve or dispute the Hourly Invoice by 11:59 PM UTC of the Thursday following the Sunday deadline for submission of the Hourly Invoice. Payments will be held in escrow during the Dispute Period (defined below), providing four days for Client to review and dispute the Hourly Invoice before funds are released. During the Dispute Period, Client may initiate a Dispute as to some or all of the time invoiced on the Hourly Invoice.

On the Friday following the Sunday deadline for submission of the Hourly Invoice, Client will be deemed to have approved all undisputed amounts on the Hourly Invoice, and irrevocably instructed NurseContact’s Affiliate to release escrow funds as described in these Hourly Direct Contract Escrow Instructions.

  1. INSTRUCTIONS TO RELEASE FUNDS IRREVOCABLE

Client’s instruction to NurseContact and its wholly owned subsidiaries to release funds to a Qualified Health Professional is irrevocable. Such instruction is Client’s authorization to transfer funds to Qualified Health Professional from the Client Escrow Account or authorization to charge Client’s Payment Method. Such instruction is also Client’s representation that Client has received, inspected, and accepted the subject work or expense. Client acknowledges and agrees that upon receipt of Client’s instruction to pay Qualified Health Professional, NurseContact will release funds to the Qualified Health Professional and that NurseContact and other Affiliates have no responsibility to and may not be able to recover such funds. Therefore, and in consideration of services described herein, Client agrees that once NurseContact has charged Client’s Payment Method, the charge is non-refundable and any funds will only be returned pursuant to a Release Condition (see below).

  1. RELEASE AND DELIVERY OF AMOUNTS IN ESCROW

NurseContact is authorized to and will release applicable portions of the Client Escrow Account (each portion, a “Release”) to the Qualified Health Professional Escrow Account, upon the occurrence of and in accordance with one or more Release Conditions provided below or as otherwise required by applicable law or the Terms of Service. The amount of the Release will be delivered to the Qualified Health Professional Escrow Account, in accordance with Qualified Health Professional’s and Client’s instructions (as applicable), these Hourly Direct Contract Escrow Instructions, and the other Terms of Service.

4.1 RELEASE CONDITIONS

As used in these Escrow Instructions, “Release Condition” means any of the following:

  1. Client and Qualified Health Professional have submitted joint written instructions for a Release.
  2. Client has approved all or a portion of the Qualified Health Professional's Hourly Invoice. This Release Condition will only apply to amounts invoiced by the Qualified Health Professional that Client has approved. Client’s failure to dispute an Hourly Invoice, or a portion of an Hourly Invoice, within the Dispute Period pursuant to these Hourly Direct Contract Escrow Instructions, constitutes approval by the Client for purposes of this Release Condition.
  3. NurseContact makes a determination with respect to the funds and determines that the time is related to the Hourly Direct Contract requirements or Client’s instruction, if Client initiates a Dispute with respect to Qualified Health Professional's Hourly Invoice pursuant to these Hourly Direct Contract Escrow Instructions.
  4. Pursuant to the agreement of Client and Qualified Health Professional, if Client initiates a Dispute with respect to Qualified Health Professional's Hourly Invoice pursuant to these Hourly Direct Contract Escrow Instructions and Client and Qualified Health Professional resolve the dispute without the assistance of NurseContact. In any such instance, Client and Qualified Health Professional authorize and agree that NurseContact will release funds in accordance with Client and Qualified Health Professional’s agreed resolution.
  5. Issuance of a final order of a court or arbitrator of competent jurisdiction from which appeal is not taken, in which case the funds will be released in accordance with such order.
  6. We believe, in our sole discretion, that fraud, an illegal act, or a violation of NurseContact's Terms of Service has been committed or is being committed or attempted, in which case Client and Qualified Health Professional hereby authorize and instruct NurseContact to take such actions as we deem appropriate in our sole discretion and in accordance with applicable law, in order to prevent or remedy such acts, including without limitation to return the funds associated with such acts to their source of payment.

 

  1. MAKING OR RECEIVING A BONUS OR EXPENSE PAYMENT

Client may also make a bonus, tip, expense, or other miscellaneous payment to Qualified Health Professional using the Site. To make such a payment to a Qualified Health Professional, Client must follow the instructions and links on the Site and provide the information requested. If Client clicks to pay such a payment to Qualified Health Professional, Client irrevocably instructs NurseContact to and NurseContact will release escrow funds to Qualified Health Professional.

  1. DISPUTES BETWEEN CLIENT AND QUALIFIED HEALTH PROFESSIONAL

For Hourly Direct Contracts, Client may dispute Qualified Health Professional’s hours invoiced on the Hourly Invoice for the prior week (Monday 12:00 a.m. midnight UTC to Sunday 11:59 p.m. UTC) during the four days following the close of the weekly invoice period (Monday 12:00 a.m. midnight UTC to Thursday 11:59 p.m. UTC) (the “Dispute Period“). It is Client’s responsibility to review the Hourly Invoice of every Hourly Direct Contract on a weekly basis and to file any disputes during the Dispute Period. Once the Dispute Period expires, Client will be deemed to have accepted the Qualified Health Professional Services and Qualified Health Professional Fees and can no longer dispute them. Disputes handled by NurseContact can only address the hours billed, not the quality of the Qualified Health Professional Services or the Work Product provided under Hourly Direct Contracts.

If Client disputes Qualified Health Professional’s hours invoiced in the Hourly Invoice under an Hourly Direct Contract during the Dispute Period, Client and Qualified Health Professional are encouraged to resolve the dispute between themselves. If Client and Qualified Health Professional fail to come to a resolution, NurseContact will promptly review the Hourly Invoice and determine, in our sole discretion, whether an adjustment is appropriate consistent with Client’s and Qualified Health Professional’s instructions in these Escrow Instructions. NurseContact's determination of such dispute shall be final unless Client and Qualified Health Professional pursue legal proceedings, in which case funds will be released according to the final order from which appeal is not taken in accordance with Section 5.1 of these Hourly Direct Contract Escrow Instructions.

You acknowledge and agree that NurseContact or its Affiliates may, at its sole discretion, withhold or delay payment in the event of dispute between a Client and a Qualified Health Professional. You further acknowledge and agree that NurseContact and other Affiliates are not and will not be a party to any dispute between a Client and Qualified Health Professional over an Hourly Invoice or Hourly Direct Contract.

  1. NO RESPONSIBILITY FOR SERVICES OR PAYMENTS

NurseContact and Affiliates merely provide a platform for Internet payment services. NurseContact and Affiliates do not have any responsibility or control over the Qualified Health Professional Services that Client purchases. Nothing in this Agreement deems or will be interpreted to deem NurseContact or any Affiliate as Client’s or Qualified Health Professional’s agent with respect to any Qualified Health Professional Services, or expand or modify any warranty, liability or indemnity stated in the Terms of Service. For example, NurseContact does not guarantee the performance, functionality, quality, or timeliness of Qualified Health Professional Services or that a Client can or will make payments.

  1. REFUNDS AND CANCELLATIONS

Client and Qualified Health Professional are encouraged to come to a mutual agreement if refunds or cancellations are necessary. If there are no funds in escrow, Qualified Health Professional may issue a refund via the NurseContact platform up to the full amount paid on the Hourly Direct Contract.

  1. NOTICES

All notices to a User required by these Escrow Instructions will be made via email sent by NurseContact to the User’s registered email address. Users are solely responsible for maintaining a current, active email address registered with NurseContact, for checking their email and for responding to notices sent by NurseContact to the User’s registered email address.

  1. ABUSE

NurseContact, in its sole discretion, reserves the right to suspend or terminate your Account immediately upon giving notice to you if NurseContact believes you may be abusing the Dispute Assistance Program or as otherwise permitted by the Terms of Service. However, any Disputes for any Hourly Direct Contracts that existed prior to termination will be subject to the Terms of Service.

 

NurseContact Escrow

NurseContact Inc. provides escrow services solely to Users of NurseContact. We provide these escrow services solely to deliver, hold, or receive payment for jobs for services engaged through, and to pay fees including service, membership and payment processing and administration fees to, NurseContact. These escrow services are intended for business use, and the Users agree to use these escrow services only for business purposes and not for consumer, personal, family, or household purposes.

NURSECONTACT INC. DOES NOT PROVIDE ESCROW SERVICES TO THE GENERAL PUBLIC.

Fee and ACH Authorization Agreement

This Fee and ACH Authorization Agreement (this “Agreement”) is between you and NurseContact Inc. as described below in Section 1 (Parties). This Agreement provides information on the fees NurseContact Inc. ("NurseContact") and its Affiliates charge for use of the Site’s communication, invoicing, dispute resolution and payment services, including Payment Protection, and includes eligible Users’ authorization for debits and credits from and to their designated bank accounts via the automated clearing house network (“ACH”). This Agreement is part of the Terms of Service. Capitalized terms not defined in this Agreement are defined in the User Agreement, Site Terms of Use, or elsewhere in the Terms of Service.

By clicking to accept the Terms of Service on the Site or by continuing to use the Site or the Site Services on or after the effective date noted above, you accept and agree to this Agreement. To the extent permitted by applicable law and except as otherwise provided in the Terms of Service, we may modify this Agreement without prior notice to you, and any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. However, we will provide advance notice of any increase in prices or fees affecting current Users. Please check the Site often for updates.

  1. PARTIES

You are entering into this Agreement with NurseContact (also referred to as “we” and “us”).

  1. FEES CHARGED TO FREELANCERS

Pursuant to the User Agreement, we charge Freelancers a Service Fee for each payment their Client makes to the Freelancer on a Service Contract. Depending on certain features of the Service Contract, the Service Fees will be charged either as "tiered" or "straight" pricing, as discussed in further detail in this Section 2. Where applicable, NurseContact may also collect taxes (such as value added tax (VAT) in Europe) on Service Fees.

Pursuant to the Freelancer Membership Agreement, we charge Freelancers a Membership Fee. These Membership Fees automatically renew until they are cancelled as described on the Site.

Additionally, the use of various Payment Methods offered through the Site and the Site Services may incur added fees or charges. All Payment Methods will be posted on the Site along with any associated fees or charges, which we may update from time to time at our sole discretion. You hereby authorize us to charge to you and to collect from you (consistent with this Agreement, the User Agreement, or elsewhere in the Terms of Service) any fees, charges, or taxes described in this Section 2.

2.1 Tiered Pricing

We will charge you a Service Fee based on the total Freelancer Fees collected by you from your Client (less any refunds or reversals) for the duration of your relationship with your Client (the “Engagement Relationship”). Unless different pricing described in Section 2.2, 2.3, or 2.4 applies, the Service Fee rates decrease as the total Freelancer Fees you have collected from your Client for the Engagement Relationship meet certain thresholds as follows (“Tiered Pricing”):

TOTAL FREELANCER FEES COLLECTED FROM CLIENT

(per Engagement Relationship)

SERVICE FEE RATES
$500.00 and below 20%
$500.01 to $10,000.00 10%
$10,000.01 and up 5%

Below are some examples of Tiered Pricing.

Example 1. Fixed-Price Contract; Repeat Service Contracts

If a Freelancer and a Client who have never entered into a Service Contract together before agreeing to a $600 Fixed-Price Contract, the Service Fee will be calculated as follows:

FREELANCER FEES  SERVICE FEE RATES  SERVICE FEES 
$500 20% $100 ($500 x 20%) 
$100 10% $10 ($100 x 10%)
Total Freelancer Fees: $600 (Total Engagement Relationship Fees: $600) Total Service Fees: $110 


Note:
 The Service Fee will appear as a single amount in your Account, rather than separate amounts as shown in the example above. Examples in this Agreement are provided for illustrative purposes only and are not binding. Because of rounding, the Service Fees charged may differ slightly.

If the same Freelancer and Client agree to another $600 Fixed-Price Contract, the Service Fee will be calculated as follows:

FREELANCER FEES SERVICE FEE RATE  SERVICE FEES
$600 10% $60 ($600 x 10%)
Total Freelancer Fees: $600

(Total Engagement Relationship Fees: $1,200)

Total Service Fees: $60 

If the same Freelancer and Client enter into additional Fixed-Price Contracts for different Service Contracts, the Freelancer Fees for each Service Contract will count toward the total Freelancer Fees collected for purposes of determining the Tiered Pricing that applies to the Service Fees. If the Freelancer collects $10,000 in Freelancer Fees from the Client, then the Service Fee on any additional Freelancer Fees for the Engagement Relationship with the Client will be 5% of the Freelancer Fees. For example, if the Freelancer has collected a total of $15,000 in Freelancer Fees during the Engagement Relationship and the Freelancer and Client enter into a new Fixed-Price Contract for $1,000, the Service Fee would be determined as follows:

FREELANCER FEES SERVICE FEE RATE SERVICE FEES
$1,000  5% $50 ($1,000 x 5%)
Total Freelancer Fees: $1,000

(Total Engagement Relationship Fees: $16,000)

Total Service Fees: $50

Example 2. Hourly Contract

If a Freelancer and Client enter into an Hourly Contract for $50 per hour, and the Freelancer works 400 hours, the Service Fees will be calculated as follows:

HOURS WORKED FREELANCER FEES

(hours x freelancer rate)

SERVICE FEE RATES SERVICE FEES
First 10 hours $500  20% $100 
190 (Hour 11 to 200) $9,500 10% $950
200 (Hour 200 to 400) $10,000 5% $500
Total Hours: 400 Total Freelancer Fees: $20,000 Total Service Fees: $1,550

Note: The Service Fee will appear as a single amount in your Account, rather than separate amounts as shown in the example above. Examples in this Agreement are provided for illustrative purposes only and are not binding. Because of rounding, the Service Fees charged may differ slightly.

2.2 Freelancers Working on Enterprise Client Contracts

If you are a Freelancer with a Service Contract entered into with an Enterprise Client, the Service Fee rate is 10% of the Freelancer Fees, unless otherwise provided in the Enterprise Client contract. If you are a Freelancer with an active Contract with a Client whose Account is being converted to an Enterprise Client Account, then only on any Service Contract that is active at the time of the conversion, NurseContact will honor the lower of (a) the Tiered Service Fee in effect at the time of the conversion, or (b) the Service Fee rate in the Enterprise Client contract for that Account. For purposes of the Terms of Service, “Enterprise Client” means a Client, including a legacy Enterprise client or a NurseContact Business Client, whose profile displays the following “Enterprise” badge:

 

2.3 Alternate Pricing

Alternate Pricing (defined below) only applies to Service Contracts when any of the following are true:

(a) you entered into the Service Contract before NurseContact first started charging Tiered Pricing;

(b) you entered into the Service Contract pursuant to a feature of the Site where we advertised a different Service Fee, such as our Featured Job Post for Clients; or

(c) the Service Contract is with a Client who is not an Enterprise Client, but who has a legacy arrangement for lower fees that apply to the Service Contract.

As described in this Section 2.3, if Alternate Pricing applies, we will typically charge you a Service Fee of a fixed percent (“Alternate Pricing”), as shown in the examples below. The Service Fee under Alternate Pricing is a flat 10% unless other rates for Alternate Pricing are expressly communicated to you, including by communications through the Site.

CONTRACT TYPE SERVICE FEE FREELANCER FEES  SERVICE FEES
Fixed-Price 10% $500  $50 
Hourly 10%  $50 per hour  $5 per hour

Note: Examples in this Agreement are provided for illustrative purposes only and are not binding. Because of rounding, the Service Fees charged may differ slightly.

For certain Service Contracts, the Alternate Pricing may be a lower flat percentage (such as through a “bring your own” program) or may have a different tiered fee rates (such as for a Featured Job Post), in each case as clearly stated on the Site at the time the Service Contract was or is entered into. When there is a different tiered fee rate, the initial rate will be as clearly stated on the Site, and once the Service Fees on the Engagement Relationship exceed $10,000, the Service Fee will be reduced to 5%, unless otherwise clearly communicated to you, including by communications through the Site.

2.4 Other Fees

Freelancers may also choose a membership with an associated membership fee (the “Freelancer Membership Fee”) and choose to purchase “Connects”, in each case as described in the Freelancer Membership Agreement and on the Site.

  1. CLIENT MEMBERSHIP FEES

NurseContact offers several membership plans for Clients, and each includes access to certain features and services of the Site, as described on the Site here (each plan a “Client Membership Plan”). Current Client Membership Plans are NurseContact Basic, NurseContact Plus and NurseContact Business. NurseContact Basic is free and does not require a monthly membership fee. Fees for Client Membership Plans, if any, automatically renew until they are cancelled as described on the Site and this Agreement.

NurseContact reserves the right to change membership fees, change the features and services included in each Client Membership Plan, change the membership fees or fees for certain premium services or options, or institute new fees at any time, in each case upon reasonable notice posted in advance on the Site for existing Users. No refunds of fees already paid will be given. If NurseContact exercises its right to cancel a membership, NurseContact will not refund the membership fee already paid unless otherwise required by law.

3.1 Taxes

Where applicable, NurseContact may also collect taxes (such as value added tax (VAT) in Europe) on membership fees and the cost for premium services or features, as set forth in the User Agreement.

3.2 Automatic Membership Renewal

You must pay your NurseContact membership fees through your NurseContact Account. The membership billing period begins on the date that we receive payment. NurseContact membership fees are calculated from the beginning of that billing period. After any free membership period, we automatically renew your NurseContact monthly membership, and you irrevocably authorize and instruct us to make the required monthly payments to NurseContact on your behalf. Automatic renewal occurs on the first day after the expiration date.

If you have a NurseContact Plus plan and your Account is suspended, then your Account will be downgraded to a free membership plan at the next membership renewal. If your Account is reinstated after the downgrade, we may resubscribe you to the NurseContact Plus plan at the time of reinstatement and charge you the applicable membership fee. You may change your Client Membership Plan at any time pursuant to Section 3.3.

3.3 Changes to Membership Plans

If you change your Client Membership Plan, the new program and new billing period will be based upon the date we receive payment of the new membership fee. If you upgrade a membership, it will result in a new billing date effective upon the date of payment of the additional fees and, if applicable, will result in a credit of the unused portion of the existing category membership fees. If you downgrade a membership, you will not receive a refund or credit for the fees already paid. The downgrade will go into effect at the beginning of the next billing period. NurseContact reserves the right to modify its Client Membership Plans at any time, upon reasonable notice posted in advance on the Site.

For more information on upgrading, downgrading, or canceling your membership, check the Site or contact Customer Support.

  1. PAYMENT PROCESSING FEES CHARGED TO CLIENT

Regardless of the type of Payment Method used and Membership Plan selected, we charge Clients a Payment Processing Fee (defined below) as described in this Section 4.

NurseContact charges Clients on the NurseContact Basic plan a payment processing and administration fee of 3% on each payment made by the Client through NurseContact (the “Payment Processing Fee”).

For Clients on a NurseContact Plus plan, their monthly membership fee includes the payment processing and administration fee for each payment made when the following criteria are all met:

(a) the Client has been a user of NurseContact for at least 90 days;

(b) the Client has made payments of (i) at least $1,000.00 within the last year, and (ii) at least $25.00 more than 90 days ago;

(c) the Client has not had any late or defaulted payments in the prior 12 months;

(d) the Client has an Account in good standing, without violations of the Terms of Service; and

(e) the Client uses a U.S. bank account as a Payment Method for the payment.

If payments made by a Client are released to the Client Escrow Account for any reason or refunded by a Freelancer, the Payment Processing Fee will not be refunded.

NurseContact Business and Enterprise Clients are charged the rate(s) provided in the applicable Business or Enterprise Client contract and are not charged a separate Payment Processing Fee, unless otherwise provided in the applicable Enterprise Client contract.

  1. AUTHORIZATION FOR AUTOMATIC PAYMENT OF RECURRING CLIENT FEES

You must pay the Client Membership Plan fees, if any, through your Client Escrow Account. Each Client Membership Plan fee, if any, and each Flat Payment Processing Fee, if applicable, covers a monthly billing period beginning on the date that you first make payment and ending one month later. For example, if you select the NurseContact Plus plan and are charged on the 15th of the month, the billing period will end on the 14th of the next month. You irrevocably authorize and instruct us to automatically charge the fees for the Client Membership Plan, if any, to your Client Escrow Account at the beginning of each billing period. This authorization will remain in full force and effect until you change your settings in your Profile to change your Client Membership Plan, otherwise notify us that you wish to revoke your authorization by contacting Customer Support, or cancel your Account.

You can switch between Client Membership Plans at any time, but you will not receive a refund or a credit for any of the Client Membership Plan fee for a given month if you downgrade your membership, including by switching to a free Client Membership Plan, before the end of a billing period. However, if you switch to a free Client Membership Plan, you will still have your paid Client Membership Plan until the end of the billing period.

  1. AUTHORIZATION FOR ACH DEBITS AND CREDITSAND OTHER TRANSACTIONS

If and to the extent permitted by NurseContact in its sole discretion, Users may pay Freelancer Fees, Membership Fees, fees for Client Membership Plans, Payment Processing Fees, and other fees owed under the Terms of Service from their designated bank accounts. Subject to NurseContact’s eligibility requirements, if you elect to pay Freelancer Fees or any other amounts owed under the Terms of Service via ACH transfers from your designated bank account, you hereby authorize us to electronically debit and, if necessary, electronically credit your designated bank account via ACH for such amounts pursuant to the Terms of Service, and you agree to comply with the ACH rules issued by the National Automated Clearing House (“NACHA”) and all applicable laws, including, but not limited to, the federal Bank Secrecy Act, the U.S.A. Patriot Act, and economic sanctions overseen by the Office of Foreign Assets Control (OFAC). Your authorization for ACH transfers contained in this Section 5 will remain in full force and effect until you notify us that you wish to revoke your authorization by removing your bank account information from you Profile or by contacting Customer Support. You understand that we require at least one (1) business day’s prior notice in order to cancel your authorization for ACH transfers contained in this Section 6.

You must notify us of any change in your designated bank account’s information at least five (5) business days before any such change by updating your bank account information in your Profile or by contacting Customer Support. If we do not receive notice at least five (5) days before any such change, we may attempt, in our sole discretion, to implement such change prior to any ACH debit or credit transfer performed pursuant to your authorization provided in this Section 6. However, we assume no responsibility for our failure to do so.

You may view a history of your Account transactions by logging in to the Site. You are solely responsible for promptly reconciling your Account transaction history with the transaction records for your bank account. You must notify us of any errors or discrepancies in your Account transaction history (each, an “Error”) within 30 days of when the Error could be viewed in your Account transaction history on the Site. If you do not notify us of an Error within 30 days of when the Error could be viewed in your Account transaction history on the Site, you will forfeit the right to contest the Error, except to the extent such forfeiture is prohibited by applicable law or the NACHA rules.

Subject to the foregoing notice requirement: (a) if and to the extent an Error is caused by us, we will correct the Error and (b) if an Error is caused by you, we may, but are under no obligation to, attempt to correct the Error and will offset any costs we incur from any funds returned to your bank account or your Client Escrow Account, as applicable.

 

Freelancer Membership Agreement

Qualified Health Professional Membership Agreement

 

This Qualified Health Professional Membership Agreement (“Agreement”) is between you and NurseContact Inc. ("NurseContact”) as described below in Section 1 (Parties). This Agreement is part of and incorporates by reference the User Agreement and the other Terms of Service. You will be provided advance notice of any material change to this Agreement and your continued participation in a membership program after the last modified date will signify your acceptance of this Agreement. Capitalized terms not defined in this Agreement are defined in the Site Terms of Use, User Agreement, or elsewhere in the Terms of Service.

  1. PARTIES

You are entering into this Agreement with NurseContact (also referred to as “we” and “us”).

  1. QUALIFIED HEALTH PROFESSIONAL MEMBERSHIP PROGRAMS

NurseContact offers several membership programs for Qualified Health Professionals and Agencies. For purposes of this Agreement, “Member” or “you” means a Qualified Health Professional or Agency participating in a membership program.

Each membership program includes a certain number of “Connects,” which reserve monthly capacity for you to submit proposals for Clients' posted Projects, as described on the Site here. If your membership program does not include Connects or your membership otherwise gives to the right to purchase additional Connects, you may do so for the price advertised on the Site at the time of the purchase, subject to a cap determined by your membership program, if applicable. Connects that you do not use will be rolled over to the next month as described on the Site. The conditions under which unused Connects will rollover into the next month may vary from time to time and will depend on your membership program.

NurseContact reserves the right to change membership fees, change the monthly number of Connects included in each membership program, change the price for Connects or institute new fees at any time, in each case upon reasonable notice posted in advance on the Site. No refunds of fees already paid will be given. If NurseContact exercises its right to cancel a membership, we will not refund the membership fee already paid.

  1. TAXES

Where applicable, NurseContact may also collect Taxes (such as value added tax (VAT) in Europe) on membership fees and the cost for Connects.

  1. AUTOMATIC MEMBERSHIP RENEWAL

You must pay your NurseContact membership fees and Connects through your NurseContact Account. The membership billing period begins on the date that we receive payment. NurseContact membership fees are calculated from the beginning of that billing period. NurseContact automatically renews your NurseContact monthly membership, and you irrevocably authorize and instruct us to make the required monthly payments to NurseContact on your behalf. This authorization will remain in full force and effect until you change your settings in your Profile to change your membership plan, otherwise notify us that you wish to revoke your authorization by contacting Customer Support, or cancel your Account.

  1. CHANGES TO MEMBERSHIP PROGRAM

You can change your membership program at any time, including by moving to an unpaid plan, by going to the Site here. If you change your membership program, the new program and new billing period will be based upon the date NurseContact receives payment of the new membership fee. If you upgrade a membership, it will result in a new billing date effective upon the date of payment of the additional fees and, if applicable, will result in a credit of the unused portion of the existing category membership fees. If you downgrade a membership, you will not receive a refund or credit for the fees already paid; instead your membership will continue to the end of your current billing period but will not renew. If your Account is suspended at the beginning of your billing period or you do not pay your membership fees, your Account will be automatically downgraded to an unpaid membership plan. If your Account is reinstated, you may change your membership plan as described in this Agreement. NurseContact reserves the right to modify its membership programs at any time, upon reasonable notice posted in advance on the Site.

For more information on upgrading, downgrading, or canceling your membership, check the Site or contact Customer Support.

 

Optional Service Contract Terms

Optional Service Contract Terms

 

Users who enter into a Service Contract on the Site with another User are free to agree to these Optional Service Terms in whole or in part, or to agree to different or additional terms for their Service Contract(s). However, if and to the extent that the Users who are party to a Service Contract have not agreed to different terms, then they agree to incorporate these Optional Terms. Users may not, by agreement amongst themselves, alter the rights or responsibilities of NurseContact including any provision of the Escrow Instructions, or agree to any terms that would violate the Terms of Service. Neither NurseContact nor any affiliate of NurseContact is a party to any Service Contract by or between Users regardless of whether these Optional Terms are incorporated.

You acknowledge and agree that Users have discretion whether to contract with each other and will negotiate and determine the specific terms of their Service Contracts with each other. The Optional Service Terms is a sample only, which may not be appropriate for all Service Contracts and which may be adjusted and added to as Users deem appropriate. Users choose whether to use the Optional Service Terms in whole or in part.

  1. PARTIES

Client and Qualified Health Professional identified on the Site under the Service Contract are the parties to the Services Contract. The address of each party is the address entered under the tax information on the Site. NurseContact is not a party to the Service Contract.

  1. SERVICES

Client and Qualified Health Professional agree that the Qualified Health Professional is performing services as an independent contractor and that Qualified Health Professional is not an employee or agent of Client. Qualified Health Professional will perform the Qualified Health Professional Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Qualified Health Professional Services will be determined and controlled solely by Qualified Health Professional, which is engaged by Client as an independent contractor.

The terms concerning the services to be performed under the Service Contract described on the Site form part of the Service Contract. Users agree that, once accepted, the terms of the Service Contract cannot be modified by a User without obtaining the consent of the other before making changes to the Service Contract, including by adding additional or different milestones, by closing a Service Contract, or making other changes to the Service Contract on the Site. If consent of the other party is not first obtained, the other party may reject such changes by terminating the Service Contract or accept such changes by continuing to work on the Service Contract.

  1. RESPONSIBILITY FOR EMPLOYEES AND SUBCONTRACTORS, INCLUDING AGENCY MEMBERS

If a User subcontracts with or employs third parties to perform Qualified Health Professional Services on behalf of the User for any Engagement, the User represents and warrants that it does so as a legally recognized entity or person and in compliance with all applicable laws and regulations. Further, at all times a User that agreed to perform services under a Services Contract remains responsible for the quality of the services and represents and warrants that any employee or subcontractor has entered into agreements with such employees and subcontractors on confidentiality and intellectual property at least as strong as those in these Optional Service Terms.

  1. CLIENT PAYMENTS AND BILLING

Qualified Health Professional agrees to accurately report hourly invoices by billing hours worked under the Account of the User that worked the hours, including, if applicable, Agencies billing their Clients for hourly work done by Agency Members.

  1. TERMINATION OF A SERVICE CONTRACT

Under Hourly Contracts, either Client or Qualified Health Professional has the right to terminate the Service Contract after providing any agreed-upon notice, or immediately on the end date specified in the Service Contract terms and/or upon completion of the Qualified Health Professional Services, in the event of a material breach, or with the consent of the other party. Except as required by law or as otherwise may be agreed to by the Parties, Client remains obligated to pay the Qualified Health Professional Fees for any Qualified Health Professional Services provided prior to termination of the Hourly Contract.

Under Fixed-Price Contracts, once a Client’s Payment Method has been charged to fund the escrow account for the Engagement, absent a full refund to Client by Qualified Health Professional, the Service Contract does not terminate until the Qualified Health Professional Services are completed. However, either Client or Qualified Health Professional has the right to terminate a Fixed-Price Contract at any time with the consent of the other party or in the event of a material breach. If a Fixed-Price Contract is terminated, Client does not have the right to recover any payments already released to Qualified Health Professional from the escrow account for the Engagement.

  1. INTELLECTUAL PROPERTY RIGHTS

6.1 THIRD-PARTY RIGHTS

 

Qualified Health Professional represents and warrants that Qualified Health Professional will not incorporate or use the materials of any third party including those of any other client or any employer, in performing the Qualified Health Professional Services that are not generally available for use by the public or have not been legally transferred to the Client.

6.2 BACKGROUND TECHNOLOGY

Qualified Health Professional will disclose in the Engagement terms any Background Technology which Qualified Health Professional proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Qualified Health Professional discloses no Background Technology, Qualified Health Professional warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Qualified Health Professional will separately provide, with each delivery of Work Product to Client, a bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by Qualified Health Professional, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Engagement terms, Qualified Health Professional agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.

6.3 CLIENT MATERIALS

Client grants Qualified Health Professional a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the Qualified Health Professional Services under the applicable Service Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Service Contract, or upon Client’s written request, Qualified Health Professional will immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables (except for Background Technology as permitted by the Service Contract) contained in or on Qualified Health Professional’s premises, systems, or any other equipment or location otherwise under Qualified Health Professional’s control. Within ten days of such request from Client, Qualified Health Professional agrees to provide written certification to Client that Qualified Health Professional has returned or destroyed all Client Materials and Work Product as provided in this subsection.

6.4 OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY

Upon Qualified Health Professional’s receipt of full payment from Client, the Work Product (except for any Background Technology), including without limitation all Intellectual Property Rights in the Work Product (except for any Background Technology), will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Qualified Health Professional has any Intellectual Property Rights to the Work Product that are not owned by Client upon Qualified Health Professional’s receipt of payment from Client, Qualified Health Professional hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Qualified Health Professional retains no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights. Qualified Health Professional hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. If payment is made only for partial delivery of Work Product, the assignment described herein applies only to the portion of Work Product delivered and paid for.

6.5 LICENSE TO BACKGROUND TECHNOLOGY

Upon Qualified Health Professional’s receipt of full payment from Client for delivery of Work Product, Qualified Health Professional hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated in Work Product delivered for that payment. If payment is made only for partial delivery of Work Product, the license described herein applies only to the portion of Work Product delivered and paid for.

6.6 LICENSE TO OR WAIVER OF OTHER RIGHTS

 

If Qualified Health Professional has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Client by Qualified Health Professional, Qualified Health Professional hereby automatically, upon Qualified Health Professional’s receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to Qualified Health Professional, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Qualified Health Professional has any rights to such Work Product that cannot be assigned or licensed, Qualified Health Professional hereby automatically, upon Qualified Health Professional’s receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client’s customers, with respect to such rights, and will, at Client’s request and expense, consent to and join in any action to enforce such rights. If payment is made only for partial delivery of Work Product, the grant described herein applies only to the portion of Work Product delivered.

6.7 ASSISTANCE

 

Qualified Health Professional will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Client is unable, after reasonable effort, to secure Qualified Health Professional’s signature on any document needed in connection with the foregoing, Qualified Health Professional hereby designates and appoints Client and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Qualified Health Professional.

  1. CONFIDENTIAL INFORMATION

7.1 CONFIDENTIALITY

To the extent a Client or Qualified Health Professional provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Qualified Health Professional Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Qualified Health Professional); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Qualified Health Professional Services.

7.2 RETURN

If and when Confidential Information is no longer needed for the performance of the Qualified Health Professional Services for a Services Contract or at Client’s or Qualified Health Professional’s written request (which may be made at any time at Client’s or Qualified Health Professional’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.

7.3 PUBLICATION

Without limiting Section 7 (Confidentiality), Client and Qualified Health Professional will not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for performance of Qualified Health Professional Services for a Services Contract.

7.4 IMMUNITY

A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. Sec. 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

  1. DEFINITIONS

The following capitalized terms have the following meanings:

“Background Technology” means all Inventions developed by Qualified Health Professional other than in the course of providing Qualified Health Professional Services to Client under the Service Contract and all Inventions that Qualified Health Professional incorporates into Work Product.

“Client” means any person who entered into a Service Contract to obtain Qualified Health Professional Services from a Qualified Health Professional.

“Client Deliverables” means requests, intellectual property, and any other information or materials that a Qualified Health Professional receives from a Client to perform Qualified Health Professional Services.

“Client Materials” means requests, intellectual property, and any other information or materials that Client provides to Qualified Health Professional for Qualified Health Professional to perform Qualified Health Professional Services.

“Confidential Information” means Client Deliverables, Qualified Health Professional Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract or to perform or assist in performing Qualified Health Professional Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Qualified Health Professional or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.

“Engagement” means an engagement for Qualified Health Professional Services that a Qualified Health Professional provides to a Client under a Service Contract on the Site.

“Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.

“Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Qualified Health Professional, prior to the commencement of a Service Contract, for the completion of all Qualified Health Professional Services contracted by Client for such Service Contract.

“Qualified Health Professional” means any person who entered into a Service Contract to perform Qualified Health Professional services for a Client.

“Qualified Health Professional Deliverables” means requests, intellectual property, and any other information or materials that a Client receives from a Qualified Health Professional for a particular Service Contract.

“Qualified Health Professional Fees” means: (a) for an Hourly Contract, an amount equal to the number of hours recorded by Qualified Health Professional in any Hourly Invoice, multiplied by the hourly rate set by the Qualified Health Professional; (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Qualified Health Professional; and (c) any bonuses or other payments made by a Client.

“Qualified Health Professional Services” means all services performed for or delivered to Clients by Qualified Health Professionals.

“Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate set by the Qualified Health Professional.

“Hourly Invoice” means the report of hours recorded for a stated period by a Qualified Health Professional for the Qualified Health Professional Services performed for a Client.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

“Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.

“Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Qualified Health Professional governing the Qualified Health Professional Services to be performed by a Qualified Health Professional for Client for an Engagement; or (b) if you use NurseContact Payroll, the contractual provisions between Qualified Health Professional and the Staffing Provider for the provision of services to Client.

“Work Product” means any tangible or intangible results or deliverables that Qualified Health Professional agrees to create for, or actually delivers to, Client as a result of performing the Qualified Health Professional Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

 

Mark Use Guidelines

These Mark Use Guidelines (“Guidelines”) let you know about NurseContact’s rights with respect to its marks and when and how you can use them. The Guidelines are a part of and incorporate the Terms of Service. Capitalized terms not defined in these Guidelines are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site. To the extent permitted by applicable law, NurseContact may modify these Guidelines without prior notice to you, and any revisions to these Guidelines will take effect when posted on the Site, unless otherwise stated in the revised Guidelines. Please check the Site often for updates.

  1. NURSECONTACT MARKS

The NurseContact name and logo are trademarks of NurseContact. These Guidelines explain the terms under which you are allowed to use the “NurseContact Marks”, which for purposes of these Guidelines and the other NurseContact Terms of Service means NurseContact’s trademarks, including the following:

NurseContact

The NurseContact Marks are among our most valuable assets. In order to preserve and strengthen our identity, these Guidelines provide conditions of use and clear instructions on proper use of the NurseContact Marks.

  1. USE OF NURSECONTACT LOGO MARKS

The NurseContact Marks that are also logos are also referred to in these Guidelines as the “NurseContact Logo Marks”. For example, the NurseContact Logo Marks include:

You may not use a NurseContact Logo Mark unless you have a written license, granted by NurseContact, permitting you to use the NurseContact Logo Mark. If you have not been granted such a license, then you must not use, copy, modify, distribute, or post the NurseContact Logo Mark for any reason. If you have such a license from NurseContact Logo Mark to use the NurseContact Logo Mark, you must use the NurseContact Logo Mark only as licensed and only in accordance with these Guidelines.

  1. USE OF OTHER NURSECONTACT MARKS

You may use NurseContact Marks other than the Logo Marks descriptively, provided you adhere to these Guidelines, or as otherwise permitted by law.

Descriptive use includes instances where you are referring to NurseContact or NurseContact services, such as “I registered on NurseContact’s website today”, “I attended NurseContact’s Work Without Limits Executive Summit”, or “NurseContact services have saved my company money.”

Keep these principles in mind as well:

  • Your use should never mislead anyone to believe NurseContact sponsorship, affiliation, or endorsement of your company, products, or services exists when it does not.
  • When referring to NurseContact, use the NurseContact name in a plain text font and format only.
  1. PROHIBITED USE OF NURSECONTACT MARKS

Unless you have written permission from NurseContact, you must never use any NurseContact Mark:

  • On any letterhead, business card, or signature block;
  • As part of your business name or a domain name;
  • As part of a user ID, including on NurseContact or social media;
  • In association with any third-party trademark in a manner that might create potential confusion as to the ownership of the NurseContact Mark;
  • In any manner that suggests or could lead someone to believe you are acting on behalf of or in association with NurseContact or that NurseContact has endorsed or sponsored your product or services; or
  • Outside of your relationship with us, except as permitted by NurseContact in writing.

Even if you have permission to use a NurseContact Logo Mark, you must never use any NurseContact Logo Mark:

  • That has been reproduced from an unauthorized artwork;
  • That has been modified, including color specifications, position and relative size of the letterings;
  • That has been modified to use negative or reverse “drop-out” reproduction;
  • Tightly confined in a band or bar; or
  • With other seals, logos, or other marks of other entities.
  1. USE OF COPYRIGHTED WORKS

You may not use screenshots of or videos of navigation of the Site (as defined in the Site Terms of Use) or other works copyrighted by NurseContact without NurseContact’s written permission. Rights to screenshots of user profiles, communications, and work product on NurseContact may need to be obtained from the User. You may not use such screenshots anywhere for any purpose without written authorization. NurseContact cannot grant you permission to use screenshots that include third-party content.

 

 

 

API Terms of Use

API Terms of Use

 

These API Terms of Use (the “API Terms”), dated as of December October 24, 2020 (the “Effective Date”), are made and entered into by and between NurseContact Inc., an Indiana corporation and its affiliates (“NurseContact” or “we”), and you (“Developer” or “you”). NurseContact and Developer are sometimes referred to in the API Terms individually as a “Party” and collectively as the “Parties”. NurseContact and Developer hereby agree as follows:

  1. AGREEMENT TO THE API TERMS.

By registering a software application, website, or product you create or service that you offer (a “Developer Application”), you agree to be bound by the API Terms. You must read, agree to, and accept all of the terms and conditions contained in the API Terms in order to use the NurseContact API. Additionally, you agree to and accept the NurseContact Terms of Service. If you disagree with any of the terms of the API Terms or the NurseContact Terms of Service, NurseContact does not grant you a license to use the NurseContact API. If you are using the NurseContact API on behalf of a company or any other entity, you represent and warrant that you have full legal authority to register a Developer Application on behalf of that entity and bind it to the API Terms and the NurseContact Terms of Service. If you are not authorized, you may not accept the API Terms or register a Developer Application for someone else.

  1. DEFINITIONS.

Capitalized terms not defined in the API Terms have the meanings given to them in the NurseContact Terms of Service.

  1. NurseContact API. A set of web-based services providing programmatic access to NurseContact systems and data, together with all updates, revisions, and copies thereof. This also includes any associated tools and documentation that NurseContact makes available under the API Terms.
  2. NurseContact Content. Any data, content, or executables of or associated with the NurseContact API or Site Services (as defined in the NurseContact Terms of Service). This includes all NurseContact User Data.
  3. NurseContact User Data. Any content, information, and other data about persons who use the NurseContact services received or collected by Developer through any instance of the Developer Application, the NurseContact API, or otherwise in connection with the API Terms.
  1. DEVELOPER’S USE OF THE NURSECONTACT API.

Developer wishes to use and access the NurseContact API in connection with the development and distribution of a Developer Application and agrees to the additional requirements herein. Developer and NurseContact hereby agree as follows:

  • Developer Registration. Before using the NurseContact API, Developer must provide accurate information identifying its organization and the individual representative who will serve as a point of contact for NurseContact. The registration may be completed and accepted by NurseContact on the Site. Upon successful registration, NurseContact shall make Access Credentials available to Developer. “Access Credentials” means the necessary security keys, secrets, tokens, and other credentials to access the NurseContact API. All activities that occur using your Access Credentials are your responsibility. Access Credentials are specific to you and are confidential information. Keep them secret. You must not sell, transfer, or sublicense the Access Credentials. Do not try to circumvent them and do not require your users, employees, contractors, or agents to obtain their own Access Credentials to build, maintain, or use the Developer Application. Developer itself must request any Access Credentials to be used by any employee, contractor, or agent of Developer.
  • Development of the Developer Application. Subject to the terms of these Terms of Use, Developer will develop one or more Developer Applications. Developer will ensure that all Developer Applications are and remain in compliance with the API Terms and the NurseContact Terms of Service.
    • Permitted Uses of the NurseContact API. Your use of the NurseContact API is limited to the purpose of facilitating your own or your Users’ use of the NurseContact Site and Site Services. Some examples of permitted uses of the NurseContact API would be to create Applications that:
      • Allow NurseContact Users to search for and browse NurseContact job postings with a customized interface;
      • Allow NurseContact Users to manage active contracts;
      • Allow NurseContact Users to apply to jobs on NurseContact; or
      • Allow NurseContact Users to manage invoices, billing, and communications on NurseContact.
    • Prohibited Uses of the NurseContact API. Developer must never do any of the following:
      • Use the NurseContact API in any Developer Application that includes adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, promotes or offers malicious code, or violates any applicable law or regulation.
      • Use the NurseContact API to retrieve NurseContact Content that is then aggregated with third-party search results in such a way that a user cannot attribute the NurseContact Content to NurseContact (such as aggregated search results).
      • Distribute or allow access to the NurseContact API to anyone other than the entity on whose behalf Developer agreed to these Terms, or create an application programming interface that enables access to NurseContact Content
    • Prohibited Uses/Functions of Developer Application. Developer and the Developer Application must not do the following:
      • Implement features or business practices that unlawfully harm the professional reputation or relationships of NurseContact or NurseContact users.
      • Use NurseContact Content received from the NurseContact API in any manner that facilitates bias, discrimination, or data “redlining,” whether intentional or inadvertent, based on sensitive or protected categories or characteristics.
      • Impersonate NurseContact or a NurseContact user or intentionally misrepresent NurseContact or any NurseContact user or other third party when requesting or publishing information.
      • Obfuscate or hide any NurseContact buttons, sign-in functionality, or consent or authorization flows from your users.
      • Proxy, request, or use NurseContact account user names or passwords in any fashion for any reason.
      • Request from the NurseContact API more than the minimum data fields and application permissions the Developer Application needs.
      • Try to exceed or circumvent limitations on calls and use. This includes creating multiple Developer Applications for identical, or largely similar, purposes.
      • Download, scrape, post, or transmit, in any form or by any means, any part of the Site or Site Services, including data retrieved by web browser plugins.
      • Copy, reformat, reverse-engineer, or otherwise modify the NurseContact API, Access Credentials, the Site, the Site Services, or any NurseContact Content.
      • Promote or operate any product or service that competes with the NurseContact Site Services.
      • Interfere with or disrupt NurseContact services, NurseContact servers or networks connected to NurseContact services, or disobey any requirements, procedures, policies or regulations of networks connected to the NurseContact Site or Site Services.
      • Engage in any conduct that fails to comply with, or is otherwise inconsistent with, any agreement between Developer and NurseContact or any written instructions provided by NurseContact.
  1. API LICENSE
  • Using the NurseContact API. As part of the API Terms, NurseContact grants you a non-exclusive, non-transferable, and non-sublicensable (except as expressly permitted herein) license to use the NurseContact API solely to do the following and subject to the restrictions set forth in the API Terms:
    • Enable your Application to interact with NurseContact’s databases to retrieve information necessary to facilitate your own or Your Users’ use of the Site and Site Services through your Application;
    • Make limited intermediate copies of NurseContact Content only as necessary to perform activity permitted under the API Terms. You must delete all intermediate copies when they are no longer required for the purpose for which they were created;
    • Rearrange or reorganize NurseContact Content within your Application; and
    • Display in your Application NurseContact Content consistent with this Agreement.
  • Access Credentials. NurseContact will provide you with Access Credentials that permit you to access the NurseContact API. The Access Credentials are the property of NurseContact and may be revoked if you share them with any third party (other than as allowed in the API Terms), if they are compromised, if you violate the API Terms or the NurseContact Terms of Service, or if NurseContact terminates the API Terms.
  • API Call Limitations. The number of API calls you will permitted to make during any given time period may be limited. NurseContact will determine call limits based on various factors, including the ways your Application may be used or the anticipated volume of use associated with your Application. NurseContact may, in its sole discretion, charge you for API calls that exceed the call limits or terminate your access to the NurseContact API in accordance with Section 17 (Suspension and Termination). Unused calls will not roll over to the next day or month, as applicable.

 

  1. CERTIFICATION

At its discretion, NurseContact may require or offer Certification for certain Applications. Certification will consist of confirmation by NurseContact or a third party it designates that your Application’s technology complies with the API Terms and the NurseContact Terms of Service. You will be responsible for all costs associated with certification and any modifications necessary to meet the certification requirements and you may not be permitted to access the NurseContact API in certain cases until certification is complete. At NurseContact’s discretion, future modifications of your Application or use or display of NurseContact Content may be subject to re-certification. If NurseContact requires certification, your failure to maintain certification is cause for immediate termination of the API Terms.

  1. DATA USE
  • Obligations to NurseContact. Developer may only use, disclose, and otherwise process NurseContact User Data in accordance with the written instructions of NurseContact and applicable laws, rules and regulations.
  • Prohibited Uses. Developer will not:
    • Use NurseContact Content for any purpose except to the extent necessary for (1) the purpose of processing and supporting a specific transaction for the applicable NurseContact user or (2) the purpose of providing services to NurseContact.
    • Use NurseContact Content for any research or publication purpose without prior written consent and a license from NurseContact to research or publish, as applicable, NurseContact Content.
    • Use NurseContact Content for any other purpose (e.g., for Developer’s own benefit or for the benefit of any other entity or person).
    • Use NurseContact Content for user profiling purposes or for advertising purposes.
    • Sell, lease, sublicense, or otherwise transfer, directly or indirectly, NurseContact Content to any third party.
    • Augment, commingle, or supplement NurseContact Content with personally identifiable or confidential information (including any mobile device identifier or other unique identifier that identifies any particular user, browser, computer or device) from any third-party source.
    • Use the user identification or authentication codes connected to any NurseContact user to disclose information related to that user to any third party.
  1. DATA STORAGE.

Except as provided in the API Terms, Developer may not copy or store any NurseContact Content, or any information expressed by or representing NurseContact Content (such as hashed or otherwise transformed data).

  • Authentication Tokens. Developer may store any Developer Application-specific alphanumeric user identification codes that NurseContact provides to Developer for identifying individual users of the Developer Application or any tokens that NurseContact provides to Developer when a NurseContact user authenticates the Developer Application for the NurseContact user’s account.
  • Cached Content. Solely for the purpose of improving user experience, Developer may cache NurseContact Content for no more than twenty-four (24) hours.
  • Deletion. Developer must promptly and securely delete all NurseContact User Data collected from NurseContact users upon request of the NurseContact user, when the NurseContact user deactivates or uninstalls the Developer Application, when the NurseContact user closes their account with Developer, and before, when possible, or promptly upon termination of the API Terms. Developer will promptly and securely delete all NurseContact Content after completion of all activities reasonably necessary to operate or maintain the Developer Application and upon termination of the API Terms.

 

  1. USER CONSENT AND AGREEMENT
  • User Agreement and Privacy Policy. The Developer Application must include your own user agreement and privacy policy. Your user agreement and privacy policy must be prominently identified or located where members download or access the Development Application. Your privacy policy must meet applicable legal standards and accurately describe the collection, use, storage and sharing of data. You must promptly notify us of any breaches of your user agreement or privacy policy that impact or may impact NurseContact users.
  • User Consent. Before obtaining information from NurseContact users, you must obtain their informed consent by telling them what information you collect and how it will be used, stored or shared, and by taking any additional steps required by law or regulation.

 

  1. DATA SAFEGUARDS

Developer will protect NurseContact User Data in accordance with all applicable laws. Your network, operating system, and software of your web servers, databases, and computer systems (collectively “Systems”) must be properly configured to securely operate the Developer Application and NurseContact User Data. The Developer Application must use reasonable security measures to protect any NurseContact User Data and any elements or components of the NurseContact API. You shall not architect, design, or select Systems in a manner to avoid these obligations. You must promptly report to NurseContact at info@NurseContact.com any security deficiencies in, or intrusions into, your Systems that you discover to NurseContact. You will work with NurseContact to correct any security deficiency and disconnect any intrusions or intruders as soon as practicable upon discovery of any such deficiency or intrusion. In the event of any security deficiency or intrusion involving the Developer Application or NurseContact User Data, you will make no public statements without prior written and express permission from NurseContact in each instance, unless otherwise required by law.

  1. ACCESS TO THE NURSECONTACT API

Subject to the API Terms, NurseContact may, in its sole discretion, make specific instances or versions of the NurseContact API available to Developer for use in connection with Developer Applications. NurseContact may terminate such access to the NurseContact API, in whole or certain features, functions, or services thereof, for convenience, at any time. The NurseContact API will be deemed to be a part of the Site Services as set forth in the NurseContact Terms of Service.

  1. NURSECONTACT API SUPPORT AND CHANGES

NurseContact may provide technical support, upgrades, or modifications of the NurseContact API in NurseContact’s sole discretion. NurseContact may cease providing technical support, upgrades, or modifications of the NurseContact API at any time and for any reason without notice or liability to Developer. NurseContact may release new versions of the NurseContact API and require Developer to use the new version of the NurseContact API. Developer’s use of new releases or versions of the NurseContact API will be acceptance of all modifications of the NurseContact API.

  1. INTELLECTUAL PROPERTY
  • NurseContact Materials. NurseContact owns all rights, title, and interest, including all intellectual property rights, in and to, the NurseContact API; all elements, components, and executables of the NurseContact API; and all elements, components, and executables of the Site Services (collectively, the “NurseContact Materials”). The only exception to this is any information or Content which you as a NurseContact user have licensed to NurseContact under the NurseContact Terms of Service. Except for the express licenses granted in the API Terms, NurseContact does not grant you any right, title, or interest in the NurseContact Materials. Developer agrees to take such actions as NurseContact may reasonably request to perfect NurseContact’s rights to the NurseContact Materials.
  • Developer Property. Except to the extent the Developer Application contains NurseContact Materials, NurseContact claims no ownership or control over your Developer Application. During the term of the API Terms you hereby grant NurseContact a paid-up, royalty-free, non-exclusive, worldwide, irrevocable right and license, under all of your intellectual property rights, to: (1) use, perform, and display the Developer Application and its content for purposes of marketing, demonstrating, and making the Developer Application available to NurseContact users; (2) link to and direct NurseContact users to the Developer Application; and (3) sublicense the foregoing rights to our affiliates.
  • Feedback. Developer may, but is not required to, provide suggestions, comments, ideas, or know‐how, in any form, to NurseContact related to NurseContact products, services or technology (“Feedback”). To the extent Developer provides Feedback to NurseContact, Developer grants NurseContact the right to use such Feedback without any right to compensation from NurseContact.

 

  1. INDEPENDENT DEVELOPMENT BY NURSECONTACT

Developer understands and acknowledges that NurseContact may be independently creating applications, content, and other products or services that may be similar to or competitive with the Developer Application. Nothing in the API Terms will be construed as restricting or preventing NurseContact from creating and fully exploiting any applications, content, and other products or services, without any obligation to Developer. This paragraph will survive the termination or expiration of the API Terms.

  1. CONFIDENTIAL INFORMATION

Developer agrees that the content of the NurseContact API, and any NurseContact Content that by its nature should reasonably be known to be confidential, is deemed to be confidential information of NurseContact and Developer will maintain the same in strict confidence and not disclose the same to any third party (other than employees, agents and contractors of Developer for the sole purpose of providing services to Developer to complete work permitted hereunder) or use the same for any purpose other than its performance under the Agreement. To the extent that you retain any NurseContact Content after the termination or expiration of the API Terms, this paragraph will survive the termination or expiration of the API Terms.

  1. EFFECT

The provisions of the API Terms will control over any inconsistent provisions of the NurseContact Terms of Service, and the NurseContact Terms of Service, as modified and supplemented by the API Terms, will remain in full force and effect. Any “shrink wrap” or “click wrap” license agreement or any other terms and conditions associated with Developer’s Application is null and void, is not applicable hereunder, and is expressly excluded.

  1. FEES

NurseContact currently provides the NurseContact API without charge. However, NurseContact reserves the right, at NurseContact’s sole discretion, to charge fees for future use of or access to the NurseContact API. Developer may not charge any fee to NurseContact users for the Developer’s Application without the express written permission or agreement of NurseContact.

  1. TERM AND TERMINATION.
  • Term. The term of the API Terms will commence on the date upon which you agree to the API Terms and will continue until terminated as set forth below.
  • Developer’s Termination Rights. Developer may terminate the API Terms by discontinuing use of the NurseContact API and returning all NurseContact Content, including NurseContact User Data.
  • Suspension and Termination. NurseContact may suspend or terminate Developer’s use of the NurseContact API at any time if we believe you have violated the API Terms or NurseContact Terms of Service, or if we believe the availability of the NurseContact API in the Developer Application is not in our or our users’ best interests. Immediately upon termination of the API Terms, all licenses granted to Developer will cease and all data retrieved from the NurseContact API or Site Services must be deleted.
  • Effect of Termination. Upon termination of these Terms:
    • all rights and licenses granted to Developer will terminate immediately;
    • Developer will promptly and securely destroy NurseContact Content in your possession or control;
    • neither party is liable to the other party solely because the API Terms have been terminated;
    • unless we agree otherwise in writing or as stated explicitly in the API Terms, Developer must permanently delete all NurseContact Content and NurseContact User Data or other data which you stored pursuant to your use of the NurseContact API. NurseContact may require that you certify in writing your compliance with this section; and
    • NurseContact will make commercially reasonable efforts to remove all references and links to the Developer Application from the Site (NurseContact has no other obligation to delete copies of, references to, or links to the Developer Application).

 

  1. WARRANTIES AND LIABILITIES
  • Disclaimer of Warranties. NURSECONTACT PROVIDES THE NURSECONTACT API, NURSECONTACT CONTENT, AND ALL OTHER INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NURSECONTACT DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. NURSECONTACT DOES NOT GUARANTEE THAT THE NURSECONTACT API WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE NURSECONTACT API MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. NURSECONTACT DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, NURSECONTACT DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE NURSECONTACT API DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
  • Limitations of Liability. NURSECONTACT AND OUR EMPLOYEES, AGENTS, SHAREHOLDERS, OR DIRECTORS, SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF THE NURSECONTACT API. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER (i) YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, (ii) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (iii) THE LIMITED REMEDIES PROVIDED IN THIS SECTION FAIL OF THEIR ESSENTIAL PURPOSE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY DAMAGE THAT NURSECONTACT MAY CAUSE YOU INTENTIONALLY OR KNOWINGLY IN VIOLATION OF THE API TERMS OR APPLICABLE LAW.
  • Indemnification. You will defend, hold harmless, and indemnify NurseContact (and our and their respective employees, agents, shareholders, and directors) from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, including reasonable attorneys’ fees, to the extent resulting from, alleged to have resulted from, or in connection with: (i) your breach of your obligations herein; or (ii) the violation of any copyright, trademark, service mark, trade secret or United States patent by the Developer Application.
  1. GENERAL
  • Relationship of the Parties. The parties are agreeing to the API Terms as independent contractors, and the API Terms will not be construed to create a partnership, joint venture or employment relationship between them. Neither party is authorized to or will represent itself to be an employee or agent of the other or enter into any agreement on the other’s behalf of or in the other’s name.
  • Assignability. You may not assign the API Terms, nor any of your rights or obligations hereunder, without NurseContact’s prior written consent. NurseContact may freely assign the API Terms without your consent. Any attempted assignment or transfer in violation of this section will be null and void. Subject to the foregoing restrictions, the API Terms will inure to the benefit of successors and permitted assigns of the parties.
  • Severability. If and to the extent any provision of the API Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or enforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
  • Choice of Law and Venue. The API Terms and any controversy, dispute or claim arising out of or relating to the API Terms shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). With respect to any User located outside the United States, the User agrees that the California state courts of Santa Clara County (or, if there is federal jurisdiction, the United States District Court for the Northern District of California) will have jurisdiction and venue with respect to any claim arising out of or relating to the API Terms and consents to the personal jurisdiction and venue of those courts.
  • No Waiver. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
  • Miscellaneous. The API Terms set forth the entire agreement and understanding of the parties relating to their subject matter and cancel and supersede any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them. No modification or amendment to the API Terms shall be binding upon NurseContact unless in a written instrument signed by a duly authorized representative of NurseContact.

 

 

Proprietary Rights Infringement Reporting Procedures

NurseContact Inc. (“NurseContact”, “our”, “us” or “we”) provides these Proprietary Rights Infringement Reporting Procedures (these “Procedures”) to inform you of our policies and procedures regarding claims of infringement of proprietary rights by third parties on our website located at www.NurseContact.com. These Procedures may be updated from time to time. We will notify you of any material changes by posting the new Procedures on the Site. You are advised to consult these Procedures regularly for any changes.

If you are a proprietary rights owner and you believe someone is using NurseContact to infringe your proprietary rights, you may provide NurseContact with the notice described below (the “Notice”) to NurseContact's Legal Department by email to info@NurseContact.com or by mail to Attn: 7345 Woodland Dr, Indianapolis, IN 46278. The Notice fulfills the requirements of the United States Digital Millennium Copyright Act, 17 U.S.C. Section 512(c)(3) ("DMCA"). The Legal Department is NurseContact's designated agent under the DMCA.

In response to your Notice, NurseContact may remove or disable access to the allegedly infringing material, and take such other actions we deem appropriate in our sole discretion. Please bear in mind that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is infringing. If we remove or disable access, we will attempt to contact the poster of the allegedly infringing material so that the poster may provide a counter notification (the “Counter Notice”) as described below.

Please include the following items in your Notice, and number them as follows:

  1. Identify the proprietary rights that you claim are infringed. For example, identify your trademark or quote your copyrighted material. Provide a URL or link to where the material is located, if possible.
  2. Identify the website, webpage, posting, profile, feedback, or other material that you claim infringes your proprietary rights. Provide information reasonably sufficient to enable us to locate it.
  3. Identify yourself by name. Provide your address, telephone number, and email address.
  4. Provide contact information for the owner or administrator of the allegedly infringing material, if possible.
  5. Include the following statement: “I have a good faith belief that use of the material in the manner described is not authorized by the owner of the exclusive proprietary right, its agent, or the law.”
  6. Include the following statement: “The information in this notice is accurate.”
  7. Include the following statement: “I swear, under penalty of perjury, that I am authorized to act on behalf of the owner of the exclusive proprietary right that is allegedly infringed.”
  8. Sign and date the Notice.

 

The owner or administrator of the allegedly infringing material may provide NurseContact with a Counter Notice by email to info@NurseContact.com or by postal mail to Attn: 7345 Woodland Dr A, Indianapolis, IN 46278. The Counter Notice fulfills the requirements of the United States Digital Millennium Copyright Act, 17 USC Section 512(g)(3).

In response to a Counter Notice, NurseContact may reinstate the allegedly infringing material. Please bear in mind that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is not infringing the proprietary rights of others.

Please include the following items in your Counter Notice, and number them as follows:

  1. Identify the website, webpage, posting, profile, feedback, or other material that NurseContact has removed or to which NurseContact has disabled access. Identify the location at which the material appeared before it was removed or access to it was disabled.
  2. Identify yourself by name. Provide your address, telephone number, and an email address where we can contact you.
  3. Include a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or San Mateo County, California, if your address is outside the United States), and that you will accept service of process from the person who provided the Notice or from an agent of that person.
  4. Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that each website, webpage, posting, profile, feedback or other material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
  5. Sign and date the Counter Notice.

 

Please bear in mind that NurseContact cannot give you legal advice. If you have questions about whether certain proprietary rights are valid or whether certain material is infringing, you should contact an attorney.

 

 

Privacy Policy

NurseContact Inc. (“NurseContact”) provides this Privacy Policy to let you know our policies and procedures regarding the collection, use and disclosure of information through www.nursecontact.com (the “Site”), and any other websites, features, applications, widgets or online services that are owned or controlled by Pharmaneek and that post a link to this Privacy Policy (together with the Site, the “Service”), as well as any information NurseContact collects offline in connection with the Service. It also describes the choices available to you regarding the use of, your access to, and how to update and correct your personal information. This Privacy Policy incorporates by reference the NurseContact Data Processing Agreement. Note that we combine the information we collect from you from the Site, through the Service generally, or offline.

Please note that certain features or services referenced in this Privacy Policy may not be offered on the Service at all times. Please also review our Terms of Service, which governs your use of the Service.

We’ve provided short summaries in this Privacy Policy to help you understand what information we collect, how we use it, and what choices or rights you may have. While these summaries help explain some of these concepts in a simple and clear way, we encourage you to read the entire Privacy Policy to understand our data practices.

 

  1. INFORMATION COLLECTION

Users of the Service may be Clients, TeleHealth Professionals, or Agencies (as each is defined in the User Agreement).

Information You Provide to Us

When you use the Service, you may provide us with information about you. This may include your name and contact information, financial information to make or receive payment for services obtained through the NurseContact platform, or information to help us fill out tax forms. When you use the Service, we may also collect information related to your use of the Service and aggregate this with information about other users. This helps us improve our Services for you. You may also provide us with information about your contacts or friends if, for example, you’d like to add those contacts to a message room. Agencies may also provide us with information about TeleHealth Professionals associated with the Agency.

Personal Information: In the course of using the Service (whether as a Client or Qualified Health Professional or Agency), we may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you (“Personal Information”). Examples of Personal Information include your name, email address, company address, billing address, and phone number.

Payment Information: If you use the Service to make or receive payments, we will also collect certain payment information, such as credit card or other financial account information, and billing address.

Identity Verification: We may collect Personal Information, such as your date of birth or taxpayer identification number, to validate your identity or as may be required by law, such as to complete tax filings. We may request documents to verify this information, such as a copy of your government-issued identification or photo or a billing statement.

General Audience Service: The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that NurseContact has collected Personal Information from your child, please contact us at: info@NurseContact.com.

Non-Identifying Information/Usernames: We also may collect other information, such as zip codes, demographic data, information regarding your use of the Service, and general project-related data (“Non-Identifying Information”). We may aggregate information collected from NurseContact registered and non-registered users (“NurseContact Users”). In some cases, we may render Personal Information (generally, email address) into a form of Non-Identifying Information referred to in this Privacy Policy as “Hashed Information.” This is typically accomplished using a mathematical process (commonly known as a hash function) to convert information into a code. The code does not identify you directly, but it may be used to connect your activity and interests.

Combination of Personal and Non-Identifying Information: Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers in a way that enables you to be identified (for example, combining information with your name). But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information, but NurseContact will treat the combined information as Personal Information.

Collection of Third-Party Personal Information: We collect the following personal information from you about your contacts or friends: (1) First name, (2) last name, and (3) email address when you provide it to us for the purpose of adding your contacts to a message room.

You do not have a statutory obligation to provide us with any information, but you may have a contractual obligation to do so, and if we do not receive certain information from you, then we will not be able to provide our Service to you. If you have any questions regarding whether provision of information is mandatory and the consequences for withholding such information, please contact us using the contact information below.

Information Received from Third Parties

Third parties may also give us information about you. If we combine that information with information about you collected through the Service, we will still treat that combined information as set forth in this Privacy Policy.

We also may receive information about you from third parties. For example, we may supplement the information we collect with outside records or third parties may provide information in connection with a co-marketing agreement or at your request (such as if you choose to sign in with a third-party service). If we combine the information we receive from others with information we collect through the Service, we will treat the combined information as described in this Privacy Policy.

Information Collected Automatically

Like other online companies, we receive technical information when you use our Services. We use these technologies to analyze how people use the Service, to improve how our Site functions, to save your log-in information for future sessions, and to serve you with advertisements that may interest you.

We and our third-party service providers, including analytics and third-party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, which links you clicked on, which pages or content you viewed and for how long, other similar information and statistics about your interactions, such as content response times, download errors and length of visits to certain pages and other information commonly shared when browsers communicate with websites. We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, and to improve marketing, analytics, and site functionality.

The information we collect also includes the Internet Protocol (“IP”) address or other unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third-party service providers with information regarding the physical location of the device used to access the Service.

NurseContact and its partners use cookies or similar technologies to analyze trends, administer the website, track users’ movement around the website, the desktop app, and the mobile app, and to gather demographic information about our user base as a whole. The technology used to collect information automatically from NurseContact Users may include the following:

Cookies: Like many websites, we and our marketing partners, affiliates, analytics, and service providers use “cookies” to collect information. A cookie is a small data file that we transfer to your computer’s hard disk for record-keeping purposes. We use both persistent cookies that remain on your computer or similar device (such as to save your registration ID and login password for future logins to the Service and to track your compliance with the NurseContact Terms of Service) and session ID cookies, which expire at the end of your browser session (for example, to enable certain features of the Service, to better understand how NurseContact Users interact with the Service and to monitor aggregate usage by NurseContact Users and web traffic routing on the Service). You can control the use of cookies at the individual browser level, but if you choose to disable cookies, it may limit your use of certain features or functionality of the Service. For further information on cookies and how they are used for the Service, please read our Cookie Policy.

Web Beacons: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as “web beacons” and/or “tracking tags” to help us keep track of what content on our Service is effective and to serve relevant advertising to you. Web beacons are small graphics with a unique identifier that may be invisible to you, and which are used to track the online activity of Internet users. Web beacons are embedded in the web pages you review or email messages you receive. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to our Service, to monitor how NurseContact Users navigate the Service, to count how many emails that were sent were actually opened, or to count how many particular articles or links were actually viewed.

Embedded Scripts: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as an Embedded Script. An Embedded Script is programming code that is designed to collect information about your interactions with the Service, such as the links you click on. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.

In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes, and we may use third parties to perform these services on our behalf.

HOW WE RESPOND TO DO-NOT-TRACK SIGNALS

NurseContact does not respond to Do-Not-Track signals.

Please note that your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites and online services you visit. There is no consensus among industry participants as to what “Do Not Track” means in this context. Like many websites and online services, NurseContact does not alter its practices when it receives a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.

The General Data Protection Regulation: Data Processing Agreement

To streamline compliance with the General Data Protection Regulation (“GDPR”), NurseContact has posted a Data Processing Agreement (“DPA”) governing the relationship between the Customer (as defined in the DPA) acting as a data controller or processor, as applicable (and as defined in the DPA), of personal data under European Data Protection Legislation; and NurseContact (acting as a data processor or subprocessor, as applicable).

Unless otherwise agreed to in writing by you and NurseContact, to the extent NurseContact processes any EU personal data for you as a controller (as defined by the General Data Protection Regulation (EU) 2016/679) in your role as a Customer, the Data Processing Agreement applies.

Work Diaries and Work View

We collect information about a Qualified Health Professional’s work for a Client, including automatically collected information about work on a particular project. If a Qualified Health Professional enables Work Diaries, we will share Work Diaries with the relevant Client and Agency. We tell TeleHealth Professionals when we are capturing information for the Work Diary and allow TeleHealth Professionals to block such data sharing.

As part of the Service, when enabled by a Qualified Health Professional, we collect information about a Qualified Health Professional’s work on a project for a Client. This feature is known as Work Diary. Work Diaries include information provided by the Qualified Health Professional, such as a memo, as well as automatically gathered information about work on a project, such as number of mouse clicks and keyboard strokes and regularly taken screenshots (which may include a webcam picture of you if you have enabled this feature in your settings). In order to use Work Diaries, you must download and install the Team App software from www.NurseContact.com.

We will share information contained in Work Diaries with the relevant Client and with any manager or administrator of any applicable Qualified Health Professional Agency. We inform TeleHealth Professionals each time we capture information for Work Diary. As set forth in our Terms of Service, End User License Agreement, and help pages on the Site, a Qualified Health Professional may choose to block or delete the screen shot and associated data for a recorded work interval, but then the Qualified Health Professional may not be paid for that work interval. NurseContact may use de-identified or aggregated information from Work Diaries for statistical analysis, product development, marketing and research.

User Profiles

TeleHealth Professionals may create a profile, with certain or all information publicly available. Clients and Agencies may also create organization profiles.

You may have the opportunity to create a profile, which consists of information about you, and may include Personal Information, photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates and earnings information, feedback/rating information and other information, including your username (“Profile”). The information in your Profile may be visible to all NurseContact Users and the general public subject to the privacy choices you make within your NurseContact Profile. You may edit certain information in your Profile via your account and may choose to limit who is able to view certain content you post to your Profile. Clients and Agencies of associated individual users or companies may also have the opportunity to create an organization Profile. If, in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at info@NurseContact.com.

Identity Verification

We place a premium on trust in our Service, so we may take steps to verify your identity.

Before a Qualified Health Professional can complete registration on the Service, or at any time thereafter, we may request or re-request identity verification. Without limiting the manner in which we request identify verification, we may require TeleHealth Professionals to participate in a video call after submitting their government issued ID to enable us to confirm that the Qualified Health Professional is indeed the individual in the ID. We may record such video calls and take screenshots of the user during the call. NurseContact may use the information obtained from Identity Verification for purposes of verifying your identity, enforcing our Terms of Service and other agreements, and preventing fraud.

Messaging

TeleHealth Professionals, Agencies, and Clients may communicate with each other through the Service. For example, TeleHealth Professionals, Agencies, and Clients may wish to discuss Client needs and Qualified Health Professional work proposals. If you communicate with an Agency or Client, that Agency or Client will also be a “data controller” with respect to such communications.

Community Forums

We may offer public forums or blogs. If you participate, your comments and questions will be publicly displayed.

The Service may provide you the opportunity to participate and post content publicly in forums, on blogs, through interactive features on NurseContact and through other communication functionality (“Community Forums”). You may choose, through such features or otherwise, to submit or post questions, comments, or other content (collectively, “User Forum Content”). Please note that certain information, such as your name and Profile may be publicly displayed on the Service along with your User Forum Content. Please note that your use of Community Forums is subject to the NurseContact Forum Rules and our Terms of Service.

Note that anything you post to a Community Forum is public — others will have access to your User Forum Content and may use it or share it with third parties. If you choose to voluntarily disclose Personal Information in your User Forum Content or use Community Forums to link to your Profile, that information will be considered public information and the protections of this Privacy Policy will not apply.

To request removal of your personal information from our blog or community forum, contact us at info@NurseContact.com. In some cases, we may not be able to remove your Personal Information, in which case we will let you know if we are unable to do so and why.

Testimonials

We display personal testimonials of satisfied customers on our Service, in addition to other endorsements. With your consent we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at info@NurseContact.com.

Work Listings Through the Service

If you choose to post a work listing via the Service as a Client, the contents of such listing will be viewable publicly, unless you designate the listing as only viewable through the Service or as private using the settings available on the applicable website. Work listings include information such as budget, location, history of work listing(s) by the Client, the names of other TeleHealth Professionals performing work for the Client, Client feedback and rating information and timing of project performance.

Feedback

We collect feedback from NurseContact Users about their experience with other NurseContact Users of our Service. Please note that any feedback you provide via the Service or feedback provided about you is publicly viewable via the Service. On very rare occasions, we may remove feedback pursuant to the relevant provisions of our Terms of Service, including the Terms of Use.

Email to Friends and Referral Program

NurseContact lets you send project postings to friends via email. NurseContact also offers the ability to send friends emails about providing or purchasing services through the Service. If you choose to use either feature, your friend’s email address will be used to send the requested posting and your email address will be used to copy you on the message to your friend or to send the message on your behalf. NurseContact stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program.

Your friend may contact us at info@NurseContact.com to request that we remove this information from our database.

Social Networking Services

You may register for an account directly with our Site, or through a social networking service. If you register with a social networking service (or later link your account to one), we will collect certain information about you from that social networking service, and what we collect depends on your privacy settings with that social networking service. The Service may also allow you to “like” or share content with social networking services.

You may register to join the Service directly via the Service or by logging into your account with a third-party social networking service (“SNS”) via our Service (e.g., Facebook, Github and other third-party services that let you sign in using your existing credentials with those services). If you choose to register via an SNS, or to later link your account with the Service to your account with an SNS, we will use the Personal Information you have provided to the SNS (such as your name, email address, gender and other information you make publicly available via the SNS) to create your account. Note that the information we collect from and through an SNS may depend on the privacy settings you have set with the SNS and the permissions you grant to us in connection with linking your account with the Service to your account with an SNS. Other than what we may share with the SNS as described below, the Personal Information an SNS has about you is obtained by the SNS independent of our Service, and NurseContact is not responsible for it.

The NurseContact Service also may permit additional interactions between it and a third-party website, service, or other content provider, such as enabling you to “like” or share content to a third-party SNS. If you choose to “like” or share content, or to otherwise share information from or via our Service with a third-party site or service, that information may be publicly displayed, and the third-party may have access to information about you and your use of our Service (and we may have access to information about you from that third-party). These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Your interactions with third parties through an SNS or similar features are governed by the respective privacy policies of those third parties.

You represent that you are entitled to use your SNS account for the purposes described herein without breach by you of any of the terms and conditions that govern the SNS, and without obligating NurseContact to pay any fees or making NurseContact subject to any usage limitations imposed by such SNS. You can disable the link between your NurseContact account and your SNS account at any time through the “Settings” section of our Service. Please note that your relationship with any SNS is governed solely by your agreement(s) with such SNS. If your SNS account terminates, then functions enabled through the link between your NurseContact account and your SNS account will terminate as well.

  1. USE OF INFORMATION

We use information collected through the Service to provide and improve the Service, process your requests, prevent fraud, provide you with information and advertising that may interest you, comply with the law, and as otherwise permitted with your consent.

WE USE INFORMATION WE COLLECT:

  • To provide and improve the Service, complete your transactions, address your inquiries, process your registration, verify the information you provide is valid, and for compliance and internal business purposes.
  • To contact you with administrative communications and NurseContact newsletters, marketing or promotional materials (on behalf of NurseContact or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Rights section, below.
  • To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online.
  • To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent.
  • To assess your proposal to perform a freelance project for NurseContact and prepare related governmental and internal statistics reports.
  • To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of NurseContact or a third-party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify NurseContact Users.
  • For the purposes disclosed at the time you provide your information, with your consent, and as further described in this Privacy Policy.

We use your Personal Information for the purposes described above:

  • To Honor Our Contractual Commitments to You. Much of our processing of Personal Information is to meet our contractual obligations to our investors, or to take steps at Users' request in anticipation of entering into a contract with them.
  • For Our Legitimate Interests. In many cases, we handle Personal Information on the grounds that it furthers our legitimate interests in commercial activities, such as the following, in ways that are not overridden by the interests or fundamental rights and freedoms of the affected individuals:
    • Providing our Site and Service.
    • Analyzing and improving our business.
    • Communications, including marketing and responding to your inquiries about our services.
    • Addressing information security needs and protecting our Users, NurseContact, and others.
    • Managing legal issues.
  • To Comply with Legal Obligations. We need to use and disclose Personal Information in certain ways to comply with our legal obligations.
  1. DATA RETENTION

Unless you request that we delete certain information (see Your Choices and Rights below), we retain the information you submit to verify your identity for 30 days and we retain other information we collect for at least 5 years. Your information may persist in copies made for backup and business continuity purposes for additional time. If you choose to provide us with Personal Information, we encourage you to routinely update the data to ensure that we have accurate and up-to-date information about you.

  1. INFORMATION SHARING AND DISCLOSURE

We may share information about you to provide the Services, for legal and investigative purposes, in connection with sweepstakes and promotions, or if we are part of a merger or acquisition. We may also share non-identifying information with third parties. You have choices as to whether we share your personal information with third parties for their own marketing purposes.

We may share aggregated Non-Identifying Information and we may otherwise disclose Non-Identifying Information (including, without limitation, Hashed Information) to third parties. We do not share your Personal Information with third parties for those third parties’ marketing purposes unless we first provide you with the opportunity to opt-in to or opt-out of such sharing. We may also share the information we have collected about you, including Personal Information, as disclosed at the time you provide your information, with your consent, as otherwise described in this Privacy Policy, or in the following circumstances:

Information about TeleHealth Professionals Shared with Clients, Agencies, NurseContact Payroll Vendors, and Partners of The NurseContact Foundation Initiative: We share information regarding TeleHealth Professionals who have entered into a contract with a Client or who have elected to participate in NurseContact Payroll, including information in Work Diaries and work history, with Clients, Agencies and NurseContact Payroll vendors. Note that if a Qualified Health Professional is suspended from the NurseContact Service, we may share that information with Clients for whom that Qualified Health Professional has worked or submitted proposals for work. We may also share information with Agencies to whom TeleHealth Professionals are associated for a particular work project. If you choose to view a job post or submit a proposal for work as a Qualified Health Professional via the Service, we may share relevant information with the applicable Client(s), including, but not limited to, the information contained in your Qualified Health Professional Profile. If you choose to participate in The NurseContact Foundation Initiative as a Qualified Health Professional, we may share information relevant to your participation in the program with partners of NurseContact who provide support to TeleHealth Professionals through that program.

Information about Clients and Agencies Shared with TeleHealth Professionals: If you have entered into a service contract or agreed to use NurseContact Payroll with another user, we may provide him/her with your name, company address, billing address, or tax ID or VAT number in order to complete the transaction or to facilitate the resolution of a claim or dispute. The user receiving your information is not allowed to use it for purposes unrelated to the transaction, such as to contact you for marketing purposes, unless you have expressly consented to it.

Service Providers: We may employ third-party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of NurseContact’s features) or to assist us in analyzing how our Service is used. These third parties may have access to your Personal Information in order to perform these tasks on our behalf.

What Happens If You Agree to Receive Information from Third Parties or Request that We Share Your Information: You may be presented with an opportunity to receive information and/or marketing offers from one or more third parties. If you agree at that time to have your Personal Information shared, your Personal Information will be disclosed to that third-party (or parties) and will be subject to the privacy policy and practices of that third-party. We are not responsible for the privacy policies and practices of third parties, and, if you later decide that you no longer want to receive communications from a third-party, you will need to contact that third-party directly. You also may request, sometimes through your use of an SNS or similar interactive feature or third-party application, that we share information about you with a third-party and we will typically do so under those circumstances.

Legal and Investigative Purposes: NurseContact will share information with government agencies as required by law in response to lawful requests by public authorities, including to meet national security or law enforcement requirements and, including without limitation, in connection with reporting earnings. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), or, at the request of governmental authorities or other third parties conducting an investigation where we determine in our sole discretion the disclosure is necessary to (a) protect the property and rights of NurseContact or a third-party, (b) protect the safety of the public or any person, or (c) prevent or stop activity we may consider to be, or pose a risk of being, illegal, fraudulent, unethical or legally actionable activity.

Internal and Business Transfers: NurseContact may share information, including Personal Information, with its parent company NurseContact Inc., and any current or future subsidiaries or affiliates, primarily for business and operational purposes. We may sell, transfer, or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy.

Sweepstakes, Contests, and Promotions: We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration. By participating in a Promotion, you are agreeing to the official rules that govern that Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name, voice, likeness, or other indicia of persona in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, your Personal Information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list.

  1. THIRD-PARTY ANALYTICS PROVIDERS, AD SERVERS AND SIMILAR THIRD PARTIES

We may work with advertising agencies and vendors who use technology to help us understand how people use our Site. These vendors may use technologies to serve you advertisements that may interest you. You can choose to opt out of receiving interest-based advertising.

NurseContact works with (or may in the future work with) network advertisers, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other websites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device (including cookies and web beacons), and may use that information to show you targeted advertisements. Some of these parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us. If you wish to opt out of interest-based advertising, click here (or if located in the European Union, click here). If you choose to opt out, please note you will continue to receive generic ads.

While we may use a variety of service providers to perform advertising services, some of these companies are members of the Network Advertising Initiative (“NAI”) or the Digital Advertising Alliance (“DAA”) Self-Regulatory Program for Online Behavioral Advertising. You may want to visit http://www.networkadvertising.org/managing/opt_out.asp, which provides information regarding targeted advertising and the “opt-out” procedures of NAI members. You may also want to visit http://www.aboutads.info/choices/, which provides information regarding targeted advertising and offers an “opt-out” by participating companies in the DAA Self-Regulatory Program.

  1. YOUR CHOICES AND RIGHTS

You have certain choices regarding how we may communicate with you.

Registered NurseContact Users may update their choices regarding the types of communications you receive from us through your online account. You also may opt-out of receiving marketing emails from us by following the opt-out instructions provided in those emails. Please note that we reserve the right to send you certain communications relating to your account or use of the Service (for example, administrative and service announcements) via email and other means and these transactional account messages may be unaffected if you opt-out from receiving marketing communications. You may opt-out of receiving text messages by replying “STOP” to any text message received. Registered NurseContact Users who access the Service by using a NurseContact mobile application may, with permission, receive push notifications. Similarly, registered NurseContact Users who access the Service by using certain desktop browsers may, with permission, receive push notifications. Notification preferences can be modified in the settings menu for the mobile application or the applicable browser.

All Users may request access to or correction of any Personal Information we have about them or close their account and/or request deletion of all Personal Information we have about them. In certain jurisdictions, Users may have certain rights with regard to their Personal Information. We will honor User requests to the extent we can reasonably do so and as required by law, but some information will remain on the Services, such as information you posted publicly.

Upon request NurseContact will provide you with information about whether we hold any of your personal information. You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information. You may access, correct, or request deletion of your personal information by making updates to that information or by contacting NurseContact through your online account. If you request to access all personal information you’ve submitted, we will respond to your request to access within 30 days or as otherwise required by law. If your information is deleted, then your account may become deactivated. If your account is deactivated or you ask to close your account, you will no longer be able to use the Service. If you would like to close your account in our system, you can do so through the NurseContact Service (once you have logged in, visit settings / user settings, and then click on the close my account link).

Depending on where you are located, you may have certain rights with regard to your Personal Information (including, in certain cases, under the Privacy Shield, described below). For example, if you are located in the European Economic Area (“EEA”), in addition to the rights described above, you may contact us at the contact information provided below to (1) request a restriction on the processing of your Personal Information, (2) object to the processing of your Personal Information, or (3) exercise other rights with respect to your Personal Information. If you are a California resident, you may have other rights. Please see our Privacy Center for more information or to submit a request to us regarding your Personal Information. NurseContact uses automated means to calculate the Job Success Score of TeleHealth Professionals. If you believe that our services have miscalculated your Job Success Score or you would like to exercise any other rights with regard to your Personal Information, please email us at info@NurseContact.com for assistance. We may be able to assist you by conducting a manual review of your Job Success Score, such as by assessing whether the information you’ve provided us is accurate. While we strongly encourage you to first raise any questions or concerns about your Personal Information directly with us, you have a right to lodge a complaint with the relevant supervisory authority and to seek judicial remedy.

We will use commercially reasonable efforts to honor your requests for deletion; however, certain information will actively persist on the Service even if you close your account, including information in your Work Diaries and messages you posted to the Service. In addition, the rights described above may be limited, for example, if fulfilling your request would reveal personal information about another person, or if you ask us to delete information we are required by law to keep or have compelling legitimate interests in keeping (such as for fraud prevention purposes). Your Personal Information may remain in our archives and information you update or delete, or information within a closed account, may persist internally for our administrative purposes, to the extent permitted by law. In addition, we typically will not remove information you posted publicly through or on the Service. Bear in mind that neither you nor NurseContact can delete all copies of information that has been previously shared with others on the Service.

  1. SECURITY

We take a number of steps to protect your data, but no security is guaranteed.

NurseContact takes commercially reasonable steps to help protect and secure the information it collects and stores about NurseContact Users. All access to the Site is encrypted using industry-standard transport layer security technology (“TLS”). When you enter sensitive information (such as tax identification number), we encrypt the transmission of that information using secure socket layer technology (“SSL”). We also use HTTP strict transport security to add an additional layer of protection for our NurseContact Users. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Thus, while we strive to protect your Personal Information, NurseContact cannot ensure and does not warrant the security of any information you transmit to us.

  1. INTERNATIONAL TRANSFER OF PERSONAL INFORMATION

Because we are a U.S. company, we process and store your information in the United States and our service providers may process and store it elsewhere.

NurseContact is a U.S. company. If you are located outside the United States and choose to provide information to us, NurseContact transfers Personal Information to the United States for processing, and our service providers may process Personal Information in the United States and elsewhere. These countries may not have the same data protection laws as the country in which you initially provided the information. When we transfer your information to the United States, we will protect it as described in this Privacy Policy.

When we transfer Personal Information from territories in the EEA or with similar laws to our affiliates or service providers in the United States and elsewhere outside the EEA, we rely on approved data transfer mechanisms, including standard contractual clauses approved by the European Commission and the Privacy Shield, as described below. You may request a copy of the standard contractual clauses relevant to your Personal Information, if any, using the contact information below.

  1. LINKS TO OTHER SITES

Our Service contains links to other websites. If you choose to click on a third-party link, you will be directed to that third-party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third-party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third-party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.

  1. PUBLIC PROFILE

The profile you create on our Site will be publicly accessible unless otherwise indicated. You may change the privacy settings of your profile through your account portal.

  1. PHISHING

Phishing websites imitate legitimate websites in order to obtain personal or financial information. Identity theft and the practice currently known as “phishing” are of great concern to NurseContact. For more information about phishing, visit the website of the Federal Trade Commission at http://www.consumer.ftc.gov/articles/0003-phishing. In addition, if you believe you have received an email or had a similar interaction with a third-party pretending to be NurseContact, please report it to info@nursecontact.com

  1. CALIFORNIA AND NEVADA RESIDENTS – YOUR PRIVACY RIGHTS

NOTICE FOR CALIFORNIA RESIDENTS

Please see the Supplemental Notice for California Residents below for additional details on rights available to California residents, and how to exercise such rights.

NOTICE FOR NEVADA RESIDENTS

Under Nevada law, certain Nevada residents may opt out of the sale of “personally identifiable information” for monetary consideration to a person for that person to license or sell such information to additional persons. “Personally identifiable information” includes first and last name, address, email address, phone number, Social Security Number, or an identifier that allows a specific person to be contacted either physically or online.

We do not engage in such activity; however, if you are a Nevada resident who has purchased or leased goods or services from us, you may submit a request to opt out of any potential future sales under Nevada law by emailing info@NurseContact.com. Please note we will take reasonable steps to verify your identity and the authenticity of the request. Once verified, we will maintain your request in the event our practices change.

  1. CHANGES TO THIS POLICY

We may change this Privacy Policy. If we make substantial changes, we will provide notice.

NurseContact may update this Privacy Policy at any time and any changes will be effective upon posting. In the event that there are substantial changes to the way we treat your Personal Information, we will display a notice through the Services prior to the change becoming effective. We may also notify you by email, in our discretion. However, we will use your Personal Information in a manner consistent with the Privacy Policy in effect at the time you submitted the information, unless you consent to the new or revised policy.

  1. CONTACTING US

If you have any questions about this Privacy Policy, please contact us at info@NurseContact.com, or by mail addressed to 7345 Woodland Dr, Indianapolis, IN 46278.

  1. SUPPLEMENTAL PRIVACY NOTICE FOR CALIFORNIA RESIDENTS

This Supplemental Privacy Notice for California Residents supplements the information in our Privacy Policy above, and except as provided herein, applies solely to California residents. It applies to personal information we collect on or through the Service and through other means (such as information collected offline, in person, and over the telephone). It does not apply to personal information we collect from our employees or job applicants in their capacity as employees and job applicants. It also does not apply to information we collect about businesses that use our Service -- including any employees, owners, directors, officers, or contractors of those businesses -- in the course of our provision or receipt of business-related services.

Summary of Information We Collect

California law requires us to disclose information regarding the categories of personal information that we have collected about California consumers (as that term is defined in the California Consumer Privacy Act ("CCPA")), the categories of sources from which the information was collected, the business or commercial purposes (as those terms are defined by applicable law) for which the information was collected, and the categories of parties with whom we share personal information.

We or our service providers may collect the below categories of information for the following business or commercial purposes (as those terms are defined in applicable law):

  • Providing the Service (e.g., account servicing and maintenance, matching Qualified Health Professional talent with client needs, customer service, advertising and marketing, analytics, and communication about the Service);
  • Our or our service providers' operational purposes;
  • Auditing consumer interactions on our site (e.g., measuring ad impressions);
  • Detecting, protecting against, and prosecuting privacy and security incidents and fraudulent or illegal activity;
  • Bug detection, error reporting, and activities to maintain the quality or safety of our Service;
  • Investigating compliance with, enforcing, and/or complying with the law;
  • Short-term, transient use, such as customizing content that we or our service providers display on the Service;
  • Improving our existing Service and developing new services (e.g., by conducting research to develop new products or features);
  • Other uses that advance our commercial or economic interests, such as third-party advertising and communicating with you about relevant offers from us or third-party partners;
  • Other uses about which we notify you.

Examples of these types of uses are identified below. We may also use the below categories of personal information for compliance with applicable laws and regulations, and we may combine the information we collect (“aggregate”) or remove pieces of information (“de-identify”) to limit or prevent identification of any particular user or device.


Categories of Personal Information We Collect
Categories of Sources Examples of Uses Categories of Third Parties With Which We May Share That Information
Identifiers (such as account information, name, email address, address, phone number, or social network account and profile data) You

Your use of the Service/automatically collected from you

Affiliates

Third Parties (such as agents/service providers and other users)

Providing the Service, including to process your transactions, address your inquiries, provide assistance to you in using the Service, and in connection with Upwork’s Enterprise Compliance and other premium offerings

Fixing and improving the Service

Personalizing content

Marketing and advertising

Administering promotional activities

Communicating with you

Preventing, detecting, investigating, and responding to possible fraud, unauthorized access/use of the Service, breaches of terms and policies

Legal and investigative purposes, such as responding to lawful subpoenas or other requests for information, in order to investigate compliance with, enforce and/or comply with the law

Third parties, such as service providers, Clients (e.g. where a Freelancer makes his/her information available to a Client),Agencies, Upwork Payroll vendors, and government agencies

Affiliates

Commercial information (such as transaction data) You

Your use of the Service/automatically collected from you

Affiliates

Third Parties (such as agents/service providers and other users)

Providing the Service, including to process your transactions, address your inquiries, provide assistance to you in using the Service, and in connection with Upwork’s Enterprise Compliance and other premium offerings

Fixing and improving the Service

Personalizing content

Marketing and advertising

Communicating with you

Preventing, detecting, investigating, and responding to possible fraud, unauthorized access/use of the Service, breaches of terms and policies

Legal and investigative purposes, such as responding to lawful subpoenas or other requests for information, in order to investigate compliance with, enforce and/or comply with the law

Third parties, such as service providers, Clients (e.g. where a Freelancer makes his/her information available to a Client), Agencies, Upwork Payroll vendors, and government agencies

Affiliates

Financial data (such as payment information) You

Your use of the Service/automatically collected from you

Affiliates

Third Parties (such as agents/service providers)

Providing the Service, including to process your transactions, address your inquiries, provide assistance to you in using the Service, and in connection with Upwork’s Enterprise Compliance and other premium offerings

Fixing and improving the Service

Communicating with you

Preventing, detecting, investigating, and responding to possible fraud, unauthorized access/use of the Service, breaches of terms and policies

Legal and investigative purposes, such as responding to lawful subpoenas or other requests for information, in order to investigate compliance with, enforce and/or comply with the law

Third parties, such as service providers, Clients (e.g. where a Freelancer makes his/her information available to a Client), Agencies, Upwork Payroll vendors, and government agencies

Affiliates

Internet or other network or device activity (such as IP address, unique device and app identifiers, browsing history or other usage data) You

Your use of the Service/automatically collected from you

Affiliates

Third Parties (such as agents/service providers)

Providing the Service, including to process your transactions, address your inquiries, provide assistance to you in using the Service, and in connection with Upwork’s Enterprise Compliance and other premium offerings

Fixing and improving the Service

Personalizing content

Marketing and advertising

Preventing, detecting, investigating, and responding to possible fraud, unauthorized access/use of the Service, breaches of terms and policies

Legal and investigative purposes, such as responding to lawful subpoenas or other requests for information, in order to investigate compliance with, enforce and/or comply with the law

Third parties, such as service providers, Clients (e.g. where a Freelancer makes his/her information available to a Client), Agencies, Upwork Payroll vendors, and government agencies

Affiliates

General Location information You

Your use of the Service/automatically collected from you

Affiliates

Third Parties (such as agents/service providers)

Providing the Service, including to process your transactions, address your inquiries, provide assistance to you in using the Service, and in connection with Upwork’s Enterprise Compliance and other premium offerings

Fixing and improving the Service

Personalizing content

Marketing and advertising

Preventing, detecting, investigating, and responding to possible fraud, unauthorized access/use of the Service, breaches of terms and policies

Legal and investigative purposes, such as responding to lawful subpoenas or other requests for information, in order to investigate compliance with, enforce and/or comply with the law

Third parties, such as service providers, Clients (e.g. where a Freelancer makes his/her information available to a Client), Agencies, Upwork Payroll vendors, and government agencies

Affiliates

Sensory information (such as audio recordings if you call our customer service, video recording (if you provide permission), or screenshots from Work Diaries) You

Your use of the Service/automatically collected from you

Affiliates

Third Parties (such as agents/service providers)

Providing the Service, including to process your transactions, address your inquiries, provide assistance to you in using the Service, and in connection with Upwork’s Enterprise Compliance and other premium offerings

Fixing and improving the Service

Preventing, detecting, investigating, and responding to possible fraud, unauthorized access/use of the Service, breaches of terms and policies

Legal and investigative purposes, such as responding to lawful subpoenas or other requests for information, in order to investigate compliance with, enforce and/or comply with the law

Third parties, such as service providers, Clients (e.g. where a Freelancer makes his/her information available to a Client), Agencies, Upwork Payroll vendors, and government agencies

Affiliates

Other information that identifies or can be reasonably associated with you (such as user generated content, e.g. community posts, feedback and job postings, in each case, when the content can be used to identify you) You

Your use of the Service/automatically collected from you

Affiliates

Third Parties (such as agents/service providers)

Providing the Service, including to process your transactions, address your inquiries, provide assistance to you in using the Service, and in connection with Upwork’s Enterprise Compliance and other premium offerings

Fixing and improving the Service

Personalizing content

Marketing and advertising

Administer promotional activities

Communicating with you

Preventing, detecting, investigating, and responding to possible fraud, unauthorized access/use of the Service, breaches of terms and policies

Legal and investigative purposes, such as responding to lawful subpoenas or other requests for information, in order to investigate compliance with, enforce and/or comply with the law

Third parties, such as service providers, Clients (e.g. where a Freelancer makes his/her information available to a Client), Agencies, Upwork Payroll vendors, and government agencies

Affiliates

The public if you or other users post content publicly


Rights

If you are a California resident, you may have certain rights. California law may permit you to request that we:

  • Provide you the categories of personal information we have collected or disclosed about you in the last twelve months; the categories of sources of such information; the business or commercial purpose for collecting or selling your personal information; and the categories of third parties with whom we shared personal information.
  • Provide access to and/or a copy of certain information we hold about you.
  • Delete certain information we have about you.

You may have the right to receive information about the financial incentives that we offer to you, if any. You also have the right to not be discriminated against (as provided for in applicable law) for exercising certain of your rights.

If you would like to exercise any of these rights, please submit a request through the Data Request Form available in our Privacy Center or email us at info@NurseContact.com. You will be required to verify your identity before we fulfill your request. You can also designate an authorized agent to make a request on your behalf. To do so, you must provide us with written authorization or a power of attorney, signed by you, for the agent to act on your behalf. You will still need to verify your identity directly with us.

Certain information may be exempt from such requests under applicable law. For example, we need certain types of information so that we can provide the Service to you. If you ask us to delete it, you may no longer be able to access or use the Service.

The CCPA sets forth certain obligations for businesses that “sell” personal information. Based on the definition of “sell” under the CCPA and under current regulatory guidance, we do not believe we engage in such activity and have not engaged in such activity in the past twelve months.

Privacy Center

The General Data Protection Regulation (GDPR) is a data privacy law that gives residents of the European Economic Area (“EEA”) more clarity and control over how their personal data is used. Personal data is anything that can directly or indirectly identify a person, such as a photo, name, bank details, medical information, computer IP address, and so on. This European-wide law replaces the 1995 Data Protection Directive 95/46/EC.

The California Consumer Privacy Act (CCPA) is a new data privacy law, effective January 1, 2020, that applies to certain businesses and is intended to enhance privacy rights and consumer protection for residents of California.

Learn more about how NurseContact is complying with the GDPR and the CCPA in our Privacy Policy.

WHAT DOES THIS MEAN FOR YOU AND NURSECONTACT?

NurseContact’s Legal and Information Security and Privacy teams have carefully analyzed applicable privacy laws and regulations and undertaken the necessary steps to ensure that NurseContact is in compliance with their requirements.

We value our users’ privacy and their rights to control their personal data. Regardless of where you call home, you may close your account or request the deletion of all personal information we have about you at any time. However, we will only be following the requirements outlined by the GDPR and the CCPA for those living in the EEA and in California, respectively. If you live elsewhere, we will be happy to consider your request to delete your data.

NURSECONTACT DATA PROCESSING AGREEMENT (“DPA”)

To streamline GDPR compliance, NurseContact has posted a Data Processing Agreement (“DPA”), governing the relationship between the Customer (as defined in the DPA, acting as a data controller or processor, as applicable) of personal data under European Data Protection Legislation; and NurseContact (acting as a data processor or subprocessor, as applicable).

Unless otherwise agreed to in writing by you and NurseContact, to the extent NurseContact processes any EU personal data for you as a controller (as defined by the General Data Protection Regulation (EU) 2016/679) in your role as a Customer, the Data Processing Agreement applies.

HOW DO I SUBMIT A DATA REQUEST?

Depending on where you are located, you may have certain rights with regard to your personal information. These rights may be limited, for example, if fulfilling a request would reveal personal information about another person, or if you ask us to delete information which we are required by law to keep or have compelling legitimate interests in keeping (such as fraud prevention purposes or record retention requirements under applicable laws). In addition, we typically will not remove information you posted publicly or shared with others through or on the Service, as neither you nor NurseContact can delete all copies of information that have been previously shared with others on the Service.

If you would like to request to close your account in our system, you can do so through the NurseContact Service. In addition, you can access, correct, or delete your personal information by making updates to that information through your account. You can also submit a request to us regarding your personal information by completing the below form or emailing info@NurseContact.com. Please note that if your information is deleted, then your account may become deactivated. If your account is deactivated or you ask to close your account, you will no longer be able to use the Service.

Cookie Policy

This policy describes how NurseContact uses cookies on http://www.NurseContact.com (the “site”). We recommend that you also consult our Privacy Policy for additional information on how we collect and use information collected from visitors to the Site. This policy is effective October 24, 2020. Your continued use of the Site after that will signify your acceptance of this policy. We may modify this Agreement without notifying you, so please check back often for updates.

By using the Site, you agree that we can use the cookies described in this Cookie Policy. You can stop cookies by changing the settings in your browser (more information on how to do this is provided below).

WHAT ARE COOKIES?

Cookies are text files, containing small amounts of information, which are downloaded to your browsing device (such as a computer or smartphone) when you visit a website. Cookies can be recognized by the website that downloaded them — or other websites that use the same cookies. This helps websites know if the browsing device has visited them before.

WHAT ARE COOKIES USED FOR?

Cookies do lots of different jobs, like helping us understand how the Site is being used, letting you navigate between pages efficiently, remembering your preferences, and generally improving your browsing experience. Cookies can also help ensure marketing you see online is more relevant to you and your interests.

WHAT TYPES OF COOKIES DOES NURSECONTACT USE?

The type of cookies used on most websites can generally be put into one of six categories: Strictly Necessary, Performance, Functionality, Flash, Tailored Content and Targeting. In order to provide you with the best browsing experience, NurseContact uses all of these categories on the Site. You can find out more about each cookie category in the sections below.

STRICTLY NECESSARY COOKIES

These cookies are essential, as they enable you to move around the Site and use its features, such as accessing secure areas. Without these cookies, some services you have asked for such as payment submission can’t be provided.

PERFORMANCE COOKIES

These cookies collect information about how you use the Site, for example which pages you go to most often and if you get error messages from certain pages. These cookies don’t gather information that identifies you. All information these cookies collect is anonymous and is only used to improve how the Site works.

FUNCTIONALITY COOKIES

These cookies allow the Site to remember choices you make (such as your username, language or the region you’re in). For instance, the Site uses functionality cookies to remember your language preference. These cookies can also be used to remember changes you’ve made to text size, font and other parts of pages that you can customize. They may also be used to provide services you’ve asked for such as watching a video or commenting on a blog. The information these cookies collect may be anonymous and they cannot track your browsing activity on other websites.

FLASH COOKIES

We may, in certain circumstances, use Adobe Flash Player to deliver special content, such as video clips or animation. To improve your user experience, Local Shared Objects (commonly known as “Flash cookies”) are employed to provide functions such as remembering your settings and preferences. Flash cookies are stored on your device, but they are managed through an interface different from the one provided by your web browser. This means it is not possible to manage Flash cookies through your browser in the same way you would normally manage cookies. Instead, you can access your Flash management tools from Adobe’s website at http://www.macromedia.com/support/documentation/en/flashplayer/help/settings_manager.html

TAILORED CONTENT COOKIES

Tailored content cookies help the Site provide enhanced features and display content in a way that is relevant to you. These cookies help the Site determine what information to show you based on how you have used the Site previously. These cookies do not track your browsing activity on other websites.

TARGETING COOKIES

These cookies are used to deliver advertisements that are more relevant to you and your interests. They are also used to limit the number of times you see an advertisement as well as help measure the effectiveness of an advertising campaign. They remember that you have visited a website and this information may be shared with other organizations such as advertisers. This means after you have been to the Site you may see some advertisements about our services elsewhere on the Internet.

HOW LONG WILL COOKIES STAY ON MY BROWSING DEVICE?

The length of time a cookie will stay on your browsing device depends on whether it is a “persistent” or “session” cookie. Session cookies will only stay on your device until you stop browsing. Persistent cookies stay on your browsing device until they expire or are deleted.

FIRST- AND THIRD-PARTY COOKIES

First party cookies are cookies that belong to us, while third party cookies are cookies that another party places on your browsing device through our Site. For example, Facebook will place a cookie on your browsing device if you click on the Facebook link when browsing the Site.

HOW TO CONTROL AND DELETE COOKIES THROUGH YOUR BROWSER

The browser you are using to view the Site can enable, disable or delete cookies. To do this, follow the instructions provided by your browser (usually located within the “Help,” “Tools” or “Edit” facility). Please note that if you set your browser to disable cookies, you may not be able to access certain parts of the Site for example applying for a job or posting a job. Other parts of the Site may also not work properly. You can find out more information about how to change your browser cookie settings at www.allaboutcookies.org.

CONTACTING US

If you have any questions about this Cookie Policy, please contact us at info@nursecontact.com or by mail addressed to Attn: Legal, Address: 7345 Woodland Dr, Indianapolis, IN 46278.

 

 

Nursecontact Digital Accessibility Statement

NurseContact Digital Accessibility Statement

NurseContact is committed to providing an accessible experience to our customers and the public, regardless of background, nationality, race, ethnicity, gender, gender identity, sexual orientation, disability status, veteran status, or other similarly protected characteristics. This NurseContact Digital Accessibility Statement concerns our commitment to providing access to persons with disabilities. Please also see our Nondiscrimination Statement.

Please contact our Accessibility Coordinator at info@NurseContact.com or send a letter addressed to: Attn: 7345 Woodland Dr, Indianapolis, IN 46278 to learn more about accessibility support services NurseContact.

Reasonable Accommodations

Individuals who need a reasonable accommodation to access NurseContact’s services and information should send an email to info@NurseContact.com or send a letter addressed to: Attn: 7345 Woodland Dr, Indianapolis, IN 46278, USA to provide information about the nature of the requested accommodation. Requesters must include contact information such as an email address or telephone number at which they can be reached. Depending on the nature of the request, NurseContact may need sufficient notice to provide a reasonable accommodation.

Online Accessibility

NurseContact strives to provide an accessible digital experience for our users. In the event that a user with a disability experiences accessibility issues with our website or mobile application, please notify us by sending an email to info@NurseContact.com or sending a letter addressed to: Attn: 7345 Woodland Dr, Indianapolis, IN 46278. In your communication to us, please specify the nature of the accessibility difficulty, including the web address or mobile application that may have presented an accessibility challenge.

Third-Party Websites

NurseContact's website may contain links to webpages hosted by third parties. NurseContact does not make representations with regard to the accessibility of third-party websites and is not able to remediate accessibility barriers on such websites.

Feedback

We are always working to ensure that our products and services are accessible to all guests and the public, including individuals with disabilities. If you have an idea or question about accessibility support services at NurseContact, please contact our accessibility coordinator by sending an email to info@NurseContact.com or sending a letter addressed to: Attn: 7345 Woodland Dr, Indianapolis, IN 46278.

 

Nondiscrimination Statement

NurseContact’s mission is to create economic opportunities so people have better lives. Key to our mission is that these opportunities should be equally available to all qualified talent in our community, regardless of background, nationality, race, ethnicity, sex, gender, gender identity, sexual orientation, actual or perceived disability status, veteran status, marital status, or other similarly protected characteristics. NurseContact’s goal is for members of our community to feel welcome on the Site. A condition of using the Site is your agreement not to engage in any unlawful discrimination or harassing conduct. Such conduct is not permitted on NurseContact by any member of our community. NurseContact does not require Users to violate local laws or take actions that may subject them to legal liability. NurseContact will take actions to enforce this policy. Users engaging in this activity are subject to Account closure. Please bring any reports of discrimination or harassment to our attention at info@NurseContact.com.

 

Nursecontact Payroll Agreement

If a Client signs up to use NurseContact Payroll, this NurseContact Payroll Agreement (this “Agreement”) applies to Client. Your use of the Site after the effective date will signify your acceptance of and agreement to this Agreement. Please refer to the Terms of Service for the complete terms governing your usage of the Site and Site Services. Capitalized terms not defined in this Agreement have the meanings in the Terms of Services.

This Agreement is a binding legal agreement by and between Client (“Client” and “you”) and NurseContact Global Inc. (“NurseContact” or “we”) and supersedes and replaces all prior agreements between Client and NurseContact concerning NurseContact Payroll.

  1. NURSECONTACT PAYROLL STAFFING PROVIDER

When a Client uses NurseContact Payroll, which is described on the Site here (“NurseContact Payroll”), a third-party staffing vendor will employ the Qualified Health Professional (the “Staffing Provider”). Qualified Health Professional (if accepted for employment as described below) will become an employee of the Staffing Provider. The Staffing Provider will assign Qualified Health Professional to work for Client, and Client will be responsible for supervising Qualified Health Professional. When, and only if, a Qualified Health Professional has been accepted for employment by the Staffing Provider and assigned to Client, Qualified Health Professional becomes a “Payroll Employee” for purposes of this Agreement, but also remains a Qualified Health Professional under the Terms of Service.

Your ability to use NurseContact Payroll may depend on certain factors, including, without limitation, the location of the Qualified Health Professional, the estimated length of the engagement, the wage to be paid, and the nature of the work to be performed. A request to use NurseContact Payroll may be rejected for any lawful reason.

  1. INTERNATIONAL PAYROLL SERVICES

NurseContact Payroll is currently only available for Qualified Health Professionals who will work in the United States. Requests regarding international employment and associated fees can be addressed on a case-by-case basis by contacting info@NurseContact.com.

  1. HIRING PROCESS

As a Client, you will select a Qualified Health Professional to be employed by the Staffing Provider and assigned to work for you via NurseContact Payroll. No work can begin until the engagement is active on the NurseContact Site, and Client is informed that the Qualified Health Professional has started employment and may begin work. After Qualified Health Professional’s employment begins, Client will continue to pay for each Qualified Health Professional’s services through the Site unless Client pays the Opt-Out Fee.

  1. HIRING DECISIONS; LIMITATIONS ON HIRING

Client acknowledges and agrees that Client selects a Qualified Health Professional to become a Payroll Employee based upon Client’s determination that Qualified Health Professional possesses the skills, background, and education to satisfy the requirements of the assignment. NurseContact does not (a) select the Qualified Health Professional; (b) have the authority or ability to decide to engage or end the engagement of the Qualified Health Professional on behalf of Client; (c) make any independent evaluation or investigation or otherwise conduct any due diligence regarding Qualified Health Professionals, their resumes, qualifications, skills, background, or prior experience; or (d) make any representations or warranties as to the skills, experience, background, or education of any Qualified Health Professional or Payroll Employee. All information regarding a Payroll Employee posted on or to the Site or provided by NurseContact is intended to be indicative or illustrative only and is not intended to be a guarantee or warranty on the part of NurseContact. NurseContact is not responsible for and shall have no liability for Client’s use of or reliance on any Qualified Health Professional information posted or provided by NurseContact.

The Staffing Provider has the right not to hire a Qualified Health Professional for any lawful reason or no reason at all, including if the Qualified Health Professional does not meet the Staffing Provider’s standards for employment or the job is considered, in the Staffing Provider’s sole discretion, too hazardous or not covered by the applicable workers’ compensation insurance policy. No Payroll Employee may be engaged to perform services that require the Payroll Employee to handle hazardous materials or operate heavy machinery.

  1. DISCLAIMER OF LIABILITY FOR NURSECONTACT

Client acknowledges and agrees that Client and Qualified Health Professional are solely responsible for Qualified Health Professional Services and for all work performed and Work Product. NurseContact provides no express warranty of, will have no implied warranty of, and will have no responsibility for, the Staffing Provider’s services, Qualified Health Professional Services and/or Work Product. NurseContact expressly disclaims all express and implied warranties for Qualified Health Professional Services and/or Work Product, including, without limitation, warranties of non-infringement, merchantability, and fitness for a particular purpose. As between NurseContact and Client, Qualified Health Professional Services, Work Product, and deliverables are provided AS IS.

  1. NURSECONTACT PAYROLL SERVICES

The following are the services provided by the Staffing Provider for Payroll Employees assigned to Client: (a) calculation and payment of wages (including any applicable overtime wages) based upon submitted timesheets; (b) collection, payment, and reporting of all required taxes on such wages; (c) unemployment insurance and workers’ compensation coverage; (d) administration of legally required benefits, including health insurance, disability insurance, paid sick leave, paid vacation, severance, notice or termination costs, retirement benefits or other welfare or pension benefits; and (e) administration of legally required leaves of absence, wage garnishments, and unemployment claims.

  1. WORK ENVIRONMENT

Client acknowledges and agrees that neither NurseContact nor the Staffing Provider will control the work environment in which a Payroll Employee will perform services for Client. Client will be solely responsible for ensuring that the work environment is safe and free from harassment and discrimination as required by applicable law.

  1. PAYROLL EMPLOYEE SUPERVISION AND LIMITATIONS ON SCOPE OF EMPLOYMENT

Client will be solely responsible for protecting its property, including by implementing and enforcing any agreements, policies or procedures to protect Client’s intellectual property and confidential information.

If Client assigns a Payroll Employee any supervisory duties or gives a Payroll Employee authority to sign tax returns, render accounting or legal opinions, issue negotiable instruments, or make final decisions of the nature of those generally made by Client’s executives, officers, or directors, Client agrees that Client and Qualified Health Professional are solely responsible for any such decisions or actions by the Payroll Employee.

Client will inform Staffing Provider through NurseContact (at Info@NurseContact.com) if any Payroll Employee supervises other Client employees or Payroll Employees or will handle hazardous materials or operate heavy machinery.

If a Payroll Employee is required to possess or maintain any license or be supervised by a supervisor with a special license, Client will be responsible for verifying such license and/or providing such supervision.

Client acknowledges and agrees that Payroll Employees are not employees of NurseContact and that NurseContact does not supervise or control Payroll Employees. Client further acknowledges and agrees that (a) NurseContact does not have the power or ability to require a Qualified Health Professional to start or stop work; (b) NurseContact does not determine or control any term or condition of Qualified Health Professional’s employment (including, but not limited to, pay, work hours, work schedules, work locations, performance evaluations, discipline, and termination); (c) NurseContact merely provides the platform for Client to assign work to Qualified Health Professional and separately facilitates the relationship between Staffing Provider and Qualified Health Professional; and (d) NurseContact is not an employer or joint employer of the Qualified Health Professional.

  1. COMPLIANCE WITH LEGAL REQUIREMENTS

With respect to all Payroll Employees, Client will comply with all applicable legal requirements, including without limitation all laws prohibiting discrimination, harassment, and retaliation and all laws concerning meal and rest breaks, expense reimbursements, leave, and safety. Client will also comply with all reasonable directives by the Staffing Provider regarding the Payroll Employee.

Client will immediately inform Staffing Provider through NurseContact (at Info@NurseContact.com) of (a) any complaint by or against a Payroll Employee of harassment, discrimination, retaliation or unlawful activity; or (b) any request by a Payroll Employee for a leave of absence or disability accommodation or any awareness by Client of a potential disability or need for leave or accommodation. Client will cooperate with Staffing Provider to complete a prompt and thorough investigation of any complaint or to provide any leave or accommodation required by law.

All Payroll Employees must be paid on an hourly, non-exempt basis unless the Staffing Provider explicitly approves an exempt determination. If the Staffing Provider approves an exempt determination, the Client is solely responsible for ensuring the determination remains appropriate. Client agrees never to request, encourage, or require Payroll Employees to work off the clock or without reporting time to the Staffing Provider. Client will not prohibit or discourage any Payroll Employee from taking any meal or rest break authorized by law and/or by the Staffing Provider.

  1. PAYING PAYROLL EMPLOYEES

10.1 General Payment Obligations

Your payments for NurseContact Payroll are governed by the terms below, as well as the Hourly and Miscellaneous Payment Agreement with Escrow Instructions.

You recognize and agree that all hours recorded and submitted to the Staffing Provider by your Payroll Employees will automatically be deemed approved by you, and you authorize those hours to be paid by you. In addition, Payroll Employees do not pay any Service Fees to NurseContact. Instead, the Client pays the fees, as described below. Client also understands and agrees that Client is responsible for covering the cost of all Payroll Employee wages, even if, for example, a Payroll Employee reports having worked more than the number of hours authorized by Client.

10.2 CLIENT BILL RATE; PAYROLL EMPLOYEE PAY RATE

The total amount the Client pays is the “Bill Rate”, which includes the Payroll Employee’s hourly rate or salary amount (the “Pay Rate”) as well as NurseContact fees. The Client will pay NurseContact’s service fees for the use of the platform and the use of NurseContact Payroll (collectively, the “Payroll Service Fees”). The Payroll Service Fees are 23% of the Bill Rate. For example, if the Client Bill Rate is $25.00 per hour, the Payroll Employee’s Pay Rate would be $19.25. All fees are paid by the Client, and there are no NurseContact fees paid by Qualified Health Professionals for engagements using NurseContact Payroll.

To use NurseContact Payroll, Client acknowledges and agrees that the Pay Rate on NurseContact must be at least the minimum wage in the location where the Payroll Employee works.

In addition to the Bill Rate, Client acknowledges and agrees that it will be responsible for any additional costs required under applicable law. These additional costs vary based on the location of the Payroll Employee and include overtime premiums, expense reimbursements, sick leave, vacation, severance, notice or termination costs, health insurance (including costs under the Affordable Care Act), and other similar benefits (collectively, “Additional Costs”). For more information on these Additional Costs, please email info@NurseContact.com.

10.3 FUNDING AND MAKING PAYMENTS

Client’s payments of amounts for wages, expense reimbursements, miscellaneous invoices, and bonuses are governed by the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.

The workweek begins at 00:00 midnight UTC on Monday and ends at 23:59 UTC on Sunday. The workday begins at 00:00 midnight UTC and ends at 23:59 UTC. The Bill Rate (for employees who are paid by salary) or the Bill Rate multiplied by the number of hours worked for the previous workweek, including any overtime premium pay (for employees paid by the hour) will be charged to Client’s Payment Method on the Monday following the end of the workweek or at such other time as communicated by NurseContact or Staffing Provider in writing. Additional Costs will be charged to Client’s Payment Method after Client is provided notice of the Additional Costs. Bonuses and expense reimbursements will be charged to Client’s Payment Method after they are approved by Client.

  1. REQUIRED NOTIFICATIONS

Client can provide notices required under this Agreement to Info@NurseContact.com.

Client will provide written notice within 24 hours of its own receipt of any notice of a work-related accident or injury, and within three days of its receipt of any notice of any garnishment orders, involuntary deduction orders, notices of IRS liens, and other forms of legal process affecting the payment of wages to a Payroll Employee.

Client will provide written notice within three days of any changes to the job description or work hours of a Payroll Employee, including any change from part-time to full-time status.

Client will provide written notice of the termination of a Payroll Employee’s assignment (whether initiated by Client or the Payroll Employee) by providing notice of the termination, including the Payroll Employee name, Client, and termination date to Info@NurseContact.com either (a) at least three business days before the Payroll Employee’s last day of employment; (b) immediately if employee quits without notice; or (c) such longer time as may be required to provide the Payroll Employee with adequate notice of termination under the law where the Payroll Employee resides or is legally organized. Failure to timely provide notice may result in additional obligations to the Payroll Employee under applicable law, and Client agrees to pay any such costs.

Client also will provide NurseContact notice, as provided above, if a Payroll Employee performs no work for Client for more than 10 consecutive Business Days due to any reason other than planned time off or legally required leave (which includes, without limitation, legally required medical or family leave).

  1. INDEMNIFICATION

In addition to the indemnification obligations set forth in the User Agreement, Client agrees to (a) release, indemnify, hold harmless, protect, and defend NurseContact and its respective partners, employees, directors, officers, agents, affiliates, and subsidiaries (each an “Indemnified Party”) from and against any and all claims by any person or entity, including a Qualified Health Professional or Payroll Employee; and (b) reimburse any Indemnified Party for any claims, expenses, costs (including attorneys’ fees and court costs), obligations, losses, and damages (whether joint or several and including special, consequential, compensatory, or punitive damages), whether arising in contract, tort, or otherwise, related to: (i) actual or alleged acts, errors, or omissions (including, but not limited to, breaches of contract or violations of statutes, laws, rules, or regulations) by Client, its employees (including Payroll Employee(s)), partners, agents, affiliates, members, subsidiaries, representatives, and officers; (ii) any breach of or failure to perform under this Agreement, including, but not limited to, Client’s failure to accurately or timely report wages, hours, expenses, and other reimbursements owed a Payroll Employee or payment of taxes for which Client is responsible; (iii) any alleged failure to properly classify one or more Payroll Employees as exempt from overtime; (iv) actual or alleged errors in any timesheet(s) provided to NurseContact and/or the Staffing Provider; (v) Client’s failure to pay a timesheet properly submitted for payment by Payroll Employee; (vi) the actual or alleged failure of Client to comply in any respect with any workplace law or law related to the employment of persons, including, but not limited to, any location’s laws with respect to the payment of wages or the treatment of employees, and including, without limitation, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act of 1993, and Title VII of the 1964 Civil Rights Act (collectively, “Employment Laws and Regulations”), or (vii) the actual or alleged failure of NurseContact or the Staffing Provider to comply in any respect with the Employment Laws and Regulations based in whole or in part (A) on any instruction(s), act(s), or failure(s) to act of Client; or (B) on any incorrect, misleading, or false information provided by Client to NurseContact or the Staffing Provider. This indemnification provision will survive the expiration or other termination of this Agreement or Client’s relationship with NurseContact.

  1. CHANGE OF STAFFING PROVIDER

NurseContact may enter into a contract with a new provider or multiple providers to act as the employer of Payroll Employees (“New Company”) and may end or change contracts with existing providers. If requested as a result of such changes, Client will cooperate with such New Company in every reasonable manner to ensure uninterrupted performance of NurseContact Payroll.

  1. TERMINATION OF NURSECONTACT PAYROLL

Without limiting NurseContact’s ability to terminate services provided to Client under other Terms of Service, NurseContact may terminate NurseContact Payroll at any time after providing Client with notice of such termination at least 30 days in advance of the final day NurseContact Payroll will be offered (the “Termination Date”). The Staffing Provider will have the obligation for wages and benefits accrued to Payroll Employees through and including the Termination Date, at which point such duties will cease. Additionally, all obligations of the Staffing Provider to maintain workers’ compensation insurance coverage and/or health care coverage on behalf of Payroll Employees will cease on the Termination Date.

Client, or another third party designated by Client in Client’s sole discretion and only if it elects to designate a third party, as the case may be, will immediately assume all federal, state, and local obligations of an employer to the Payroll Employees and will immediately assume full responsibility for providing payroll services and workers’ compensation coverage. Client will inform Payroll Employees that they are no longer covered by the Staffing Provider’s workers’ compensation and/or health care policies.

Upon the Termination Date, NurseContact will immediately be released from such obligations as are permitted by law, but NurseContact and the Staffing Provider will not be relieved of any such obligations that accrued or occurred prior to the Termination Date.

  1. GENERAL PROVISIONS

15.1 Governing Law

This Agreement and any Claim or action related thereto will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Clients located in the United States and its territories agree that any Claim between Client and NurseContact must be resolved as described in the subsections of the User Agreement titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”

15.2 SEVERABILITY

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by applicable law.

15.3 NO ASSIGNMENT

This Agreement, and the parties’ rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by a party without the other party’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

15.4 WAIVER

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

15.5 EXECUTION AND DELIVERY; BINDING EFFECT

The parties will evidence execution and delivery of this Agreement with the intention of becoming legally bound, by accepting the Terms of Service on the Site.

  1. CONTACTING US

If you have any questions, or need assistance, please contact Info@NurseContact.com.

 

 

'Nursecontact Team' Software License Agreement

NurseContact Software License Agreement

IMPORTANT – PLEASE READ CAREFULLY: This End User License Agreement (“EULA”) is a legal agreement between you and NurseContact Inc. and its affiliates (“NurseContact”, “we”, or “us”). This EULA governs your use of the NurseContact software and any third-party software that may be distributed therewith (collectively the “Software”). NurseContact agrees to license the Software to you (personally and/or on behalf of your employer) (collectively “you” or “your”) only if you accept all the terms contained in this EULA. By installing, using, copying, or distributing all or any portion of the software, you accept and agree to be bound by all of the terms and conditions of this EULA. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

Your use of the Software is also subject to your agreements with us concerning your use of the NurseContact.com website (the “Site”) and the services provided through that website. This EULA hereby incorporates by reference all terms, conditions rules, policies and guidelines on the Site, including the NurseContact Terms of Service (the “Terms of Service”). Please also see the NurseContact Privacy Policy (the “Privacy Policy”). Capitalized terms not defined in this EULA are defined in the Terms of Service.

  1. CONDITIONAL LICENSE

1.1. LICENSE GRANT:

Subject to your compliance with the terms and conditions of this EULA, NurseContact grants you a non-exclusive, non-transferable right to use the executable code version of the Software for your use solely in connection with work you perform on or through the Site.

1.2. RESTRICTIONS ON USE:

You agree not to modify, display, adapt, translate, loan, distribute, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software. You may not publish, redistribute, sublicense or sell the Software or any information or material associated with the Software. You may not rent, lease or otherwise transfer your rights to the Software. You may not use the Software in any manner that could damage, disable, overburden or impair the Site, nor may you use the Software in any manner that could interfere with any other party’s use and enjoyment of the Site. You agree that you will use the Software for lawful purposes and only in compliance with all applicable laws, including but not limited to copyright and other intellectual property laws. In addition, you shall not perform, nor release the results of any testing of the Software to any third-party without the prior written consent of NurseContact. You also agree not to remove, obscure, or alter any copyright notice, trademarks or other proprietary rights notices contained within or accessed in conjunction with or through the Software.

1.3. INTELLECTUAL PROPERTY RIGHTS:

The Software is licensed, not sold, to you for use pursuant to the terms of this EULA. All rights not expressly granted to you are reserved to NurseContact or its licensors or third-party providers. You acknowledge that NurseContact or its licensors or third-party providers own all rights, title and interest, including without limitation all Intellectual Property Rights, in and to the Software, portions thereof, or any information or material provided through or in conjunction with the Software. Your rights to use the Software shall be limited to those expressly granted in this Section 1. All rights not expressly granted to you are reserved by NurseContact, its licensors or third-party providers. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all other proprietary rights, and all applications, registrations, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

  1. DISCLAIMER OF WARRANTIES

2.1. “AS IS”; NO WARRANTY:

THE SOFTWARE IS PROVIDED BY NURSECONTACT AND ANY OF OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS “AS IS,” WITH NO WARRANTIES WHATSOEVER. NURSECONTACT EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. COMPUTER PROGRAMS ARE INHERENTLY COMPLEX, AND THE SOFTWARE MAY NOT BE FREE OF ERRORS. THE SOFTWARE IS PROVIDED WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. NURSECONTACT DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SOFTWARE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND USE THE SOFTWARE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE.

2.2. PRIVACY DISCLAIMER:

TO THE FULLEST EXTENT PERMITTED BY LAW, NURSECONTACT DISCLAIMS LIABILITY IN THE EVENT OF THE UNAUTHORIZED ACCESS TO OR MISAPPROPRIATION OF YOUR PERSONAL INFORMATION OR PRIVATE COMMUNICATIONS BY THIRD PARTIES.

2.3. JURISDICTIONAL LIMITATIONS:

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE OR TO THE MINIMUM PRESCRIBED BY LAW. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

2.4. SURVIVAL OF DISCLAIMER:

The provisions of this Section 2 and of Section 3 shall survive the termination of this EULA, but this shall not imply or create any continued right to use the Software after termination of this EULA.

  1. LIMITATION OF LIABILITY

3.1. LIMITATION OF LIABILITY:

IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL NURSECONTACT, OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF THE SOFTWARE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (EVEN IF NURSECONTACT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE, FROM THE PERFORMANCE OR MISPERFORMANCE OF THE SOFTWARE, FROM INABILITY TO USE THE SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

3.2. DAMAGES CAP:

EXCEPT AS LIMITED BY APPLICABLE LAW, REGARDLESS OF THE BASIS FOR YOUR CLAIM, NURSECONTACT’S, LICENSORS’ AND THIRD-PARTY PROVIDERS’ TOTAL LIABILITY UNDER THIS EULA SHALL BE LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED THE AMOUNT OF FEES PAID FOR THE LICENSED SOFTWARE GIVING RISE TO THE CLAIM, OR ONE U.S. DOLLAR ($1.00), WHICHEVER IS LESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING PROVISIONS SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY FOR MONETARY DAMAGES IN RESPECT OF ANY BREACH OF OR DEFAULT UNDER THIS AGREEMENT BY NURSECONTACT.

  1. INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless NurseContact and its subsidiaries, affiliates, joint ventures, suppliers, officers, directors, shareholders, employees and agents, from any claim or demand made by any third-party due to or arising directly or indirectly out of your conduct or in connection with your use of the Software or its features, any alleged violation of these terms, or any alleged violation of any applicable law or regulation. NurseContact reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse your indemnity obligations.

  1. PRIVACY AND SECURITY

The Software creates a means for others to record the visual output (“Screenshot”) of your computer. You hereby acknowledge and agree that each time you activate the Software, the Software may periodically transmit Screenshots to NurseContact. These Screenshots may be displayed in the NurseContact work diary when the Screenshot is captured. These Screenshots may include, without limitation, the visual output of all open programs, windows, backgrounds, taskbars, system trays, multiple screens, title bars, menus, graphics, screen savers, and any information, images, and text therein. You acknowledge and agree that, if your confidential information is displayed as visual output of your computer while the Software is active, such confidential information may be included in a Screenshot, transmitted to NurseContact, and displayed in the applicable work diary. In order to prevent transmission of your confidential information to NurseContact, you agree not to access your confidential information while the Software is active. Although we have taken reasonable measures to prevent unauthorized persons from gaining access to your computer via the Software, we cannot foresee or control the actions of third parties. Therefore, use of the Software could make you vulnerable to security breaches that you might not otherwise face and could result in the loss of your privacy or property. You agree that NurseContact is not liable to you for security breaches resulting from your use of the Software or otherwise.

  1. NO NOTICE OF UPDATES

NurseContact reserves the right to modify or change this EULA from time to time without notice to You. The latest version will be available on the Site. NurseContact also may update or modify the Software from time to time at its discretion. Your election to continue use of the Software, after the date of posting of these modifications to the EULA or to the Software constitutes acceptance of those modifications. If you do not agree with the modifications, do not use the Software.

  1. EXPORT CONTROLS

You are responsible for complying with trade regulations and both foreign and domestic laws. You acknowledge that the Software or its underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) Cuba, Iraq, Iran, Libya, North Korea, Syria or any other country subject to United States embargo; (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or on the U.S. Commerce Department’s Denied Party or Entity List; and (c) you will not export or re-export the Software to any prohibited country, person, end-user or entity specified by U.S. Export Laws.

  1. TERM AND TERMINATION

8.1. TERMINATION:

This EULA is effective as soon as you install, use, copy or distribute the Software and shall continue until it is terminated by NurseContact or you, as provided for under the terms of this Section. Unless otherwise agreed to in writing with us, either you or we may terminate the contractual agreement represented by this EULA at any time upon notice to the other party. This EULA, including without limitation your right to the Software as specified in Section 1, terminates immediately and without notice from NurseContact if you fail to comply with any of its provisions. Upon termination you shall immediately discontinue use of and destroy the Software and all copies or portions thereof, including any master copy, and within ten (10) days certify in writing to NurseContact that all copies have been destroyed.

8.2. SURVIVAL OF TERMINATION:

Sections 1.3, 2, 3, 4, 7, 8.2 and 9 of these terms will survive any termination of this EULA. The termination of this EULA does not limit NurseContact’s other rights it may have by law.

  1. MISCELLANEOUS PROVISIONS

9.1. SEVERANCE. WAIVER:

If for any reason a court of competent jurisdiction finds any provision or portion of this EULA to be unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force.

9.2. AUDIT.

You agree that, on NurseContact’s request, you will certify in writing your compliance with the terms of this EULA.

9.3. ASSIGNMENT.

You may not assign this EULA or sublicense, assign, transfer or delegate any right or duty hereunder, without the prior written consent of NurseContact, at our sole discretion. Notwithstanding the foregoing, NurseContact may assign or transfer this EULA or any rights granted hereunder without your prior consent. This EULA is binding on and will inure to the benefit of the parties successors and permitted assigns.

9.4. ENTIRE AGREEMENT.

This EULA and the terms expressly incorporated by reference herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.