Terms and Conditions of Use of Nursd Site and Services

Thank you for visiting the Nursd Site, www.nursdhealth.com (the “Site”) owned and operated by Nursd LLC., Inc. and its affiliates, including but not limited to Nursd LLC. (collectively, “Nursd,” “we,” or “our”). You should not access or use this Site until you have carefully read and agreed to these terms and conditions, which consist of four sections: (i) terms applicable to all Users of the Site (the “Site Use Terms”), (ii) terms applicable only to Nurses (defined below) (the “Nurse Terms”), together with the Nurse Terms, the “Professional Terms”), and (iii) terms applicable only to Clients (defined below) (the “Client Terms”). For the avoidance of any doubt, the Site Use Terms apply to all Users, including all Professionals (defined below), both the Site Use Terms and the Nurse Terms apply to Nurses, both the Site Use Terms and Nurse Terms apply to Nurses, and both the Site Use Terms and the Client Terms apply to Clients. Collectively the Site Use Terms, the Professional Terms and the Client Terms may be referred to as the “Terms.”

Nursd provides the Site, an online platform linking healthcare professionals seeking to provide professional services (the “Professional Services”) and healthcare facilities seeking to engage healthcare professionals to perform Professional Services at such healthcare facilities. “User,” “Users,” “you,” or “your” refer to all persons who access or use the Site, including but not limited to Professionals and Clients. “Professionals” refers to those healthcare professionals, including Nurses and nurses, who registered with Nursd through the Site to provide Professional Services at the Clients. “Nurses” refers to those Professionals who are Nurses. “Nurses” refers to those Professionals who are nurses. “Client” or “Clients” refer to those healthcare facilities that registered with Nursd through the Site to engage Professionals to provide Professional Services at the Clients.

By visiting the Site, you and other Users agree to the Site Use Terms. If you do not agree to the Site Use Terms, you may not access or use the Site. We may modify the Site Use Terms from time to time without notice to you by posting revised Site Use Terms on the Site with a new effective date. We include the effective date of our Site Use Terms at the top of the Site Use Terms. We encourage you to check our Site frequently to see the current Site Use Terms in effect and any changes that may have been made to them. By visiting the Site following any modifications to the Site Use Terms, you agree to be bound by such modifications.

The Terms govern the permitted and prohibited access to and uses of the Site and the respective rights of Nursd and the Users with regard to the Site. Nursd provides you with access to and use of the Site subject to your compliance with the Terms. The provisions contained herein supersede all previous notices or statements regarding our Terms.

We may modify the Professional Terms or Client Terms as required by the development of our business and with notice to the respective Professionals or Clients. We include the effective date of our Professional Terms and Client Terms at the top of the respective Professional Terms and Client Terms. Such modifications to the Professional Terms or Client Terms shall take effect, and be binding on Professionals and Clients, respectively, thirty (30) days after such notification.

You agree to comply with all applicable laws, rules and regulations in connection with your access and use of the Site.

A. SITE USE TERMS

Effective Date: February 20, 2020

1. User Age and Access

By submitting information through the Site you represent that you are a United States resident over the age of 18.

2. License

The Site, including all of its contents, such as text, images and the HTML used to generate the pages (“Materials”), is our property or that of our suppliers or licensors and are protected by patent, trademark and/or copyright under United States and/or foreign laws. Except as otherwise provided herein, you may not use, download, upload, copy, print, display, perform, reproduce, publish, modify, delete, add to, license, post, transmit, or distribute any Materials from the Site in whole or in part, for any public or commercial purpose, without the specific written permission of Nursd. We grant you a personal, non-exclusive, non-transferable license to access our Site and to use the information contained here. In turn, you grant us a non-exclusive, royalty-free license to use any content you post on the Site for any purpose, subject to the express terms of these Site Use Terms.

3. Rules and Limits on and Modifications to the Site

We reserve the right, for any reason, in our sole discretion and without notice to you, to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, information, data, text, music, sound, photographs, graphics, video, messages or other materials (“Content”), features and/or hours of availability, and we will not be liable to you or to any third party for doing so. We may also impose rules for and limits on use of the Site or restrict your access to part, or all, of the Site without notice or penalty. We have the right to change these rules and/or limitations at any time, in our sole discretion.

a. Specific Prohibited Uses. The Site may be used only for lawful purposes. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Site. Nursd specifically prohibits any use of the Site, and requires all Users to agree not to use the Site, for any of the following:

  • Posting any information that is incomplete, false, inaccurate or not your own, such as creating a fictional account;
  • Impersonating another person, such as creating an account for a person other than yourself;
  • Constituting or encouraging conduct that would constitute a criminal offense, giving rise to civil liability or otherwise violate any city, state, national or international law or regulation or that fails to comply with accepted Internet protocol;
  • Posting material that is copyrighted or otherwise owned by a third party unless you are the copyright owner or have the permission of the owner to post it;
  • Posting material that reveals trade secrets, unless you own them or have the permission of the owner;
  • Posting material that infringes on any other intellectual property, privacy or publicity right of another;
  • Transmitting or transferring (by any means) information or software derived from the Site to foreign countries or certain foreign nations in violation of United States export control laws; and
  • Attempting to interfere in any way with the Site’s or Nursd’s networks or network security, or attempting to use the Site’s service to gain unauthorized access to any other computer system.

b.  Non-Solicitation. You acknowledge and agree that Nursd provides Users with a valued service in presenting Professionals to Clients. In return, to the extent consistent with applicable state law, Professionals shall not solicit or accept either a temporary engagement or permanent position directly with a Client, or an Affiliate of a Client, that was the subject of an Introduction to such Professional for a period of one (1) year after the date of the Introduction unless Client pays Nursd a Reassignment Fee, as defined in each Client’s agreement with Nursd. For purposes of this Section 3(b), an “Affiliate” of a Client includes, but is not limited to, an organization or person that has any form of direct or indirect business relationship with such Client, any entity comprised of one or more owners of such Client, or any successor to or assignee of such Client. For purposes of this Section 3(b), an “Introduction” shall be deemed to have occurred when a Professional has initiated contact with a Client and when a Client has initiated contact with a Professional through the Nursd platform, regardless of whether there is a response to the initiated contact and regardless of whether the contact or any response is initiated or conducted through the Site or otherwise. In the event that there is any conflict or inconsistency between this Section 3(b) and the terms and conditions contained in the Professional Terms or another agreement between an individual Professional and Nursd, the Professional Terms as applicable or such other agreement as applicable shall control.

c. Security Rules. Violations of system or network security may result in civil or criminal liability. Nursd will investigate occurrences and may involve, and cooperate with, law enforcement authorities in prosecuting the User or Users who are involved in such violations. You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, the following:

  • Accessing data not intended for you or logging into a server or account that you are not authorized to access;
  • Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
  • Attempting to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding,” “mailbombing,” or “crashing,” or sending unsolicited e-mail, including promotions and/or advertising of products or services; or
  • Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.

4. Privacy Policy; User Information

In the course of your use of the Site, you may be asked to provide certain information to us. Nursd’s use of any information you provide via the Site shall be governed by our Privacy Policy available here. We urge you to read our Privacy Policy. You acknowledge and agree that you are solely responsible for the accuracy and content of such information.

5. International Use

We control and operate the Site from our offices in the United States, and all information is processed within the United States. We do not represent that Materials on the Site are appropriate or available for use in other locations. Users who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. Without limiting the generality of the foregoing, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

6. Proprietary Rights

As between you and Nursd, (or other company whose marks appear on the Site), Nursd (or the respective company) is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing on the Site, and is the copyright owner or licensee of the Content and/or information on the Site, unless otherwise indicated.

Except as otherwise provided herein, use of the Site does not grant you a license to any Content, features or Materials you may access on the Site and you may not modify, rent, lease, lend, sell, distribute or create derivative works of such Content, features or Materials, in whole or in part. No Material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way, except for as specifically allowed in the Site. Any commercial use of the Site is strictly prohibited, except as allowed herein or otherwise approved by us. You may not download or save a copy of any of the Content or screens for any purpose except as otherwise authorized by Nursd. If you make use of the Site, other than as provided herein, in doing so you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. We do not grant any license or other authorization to any User of our trademarks, registered trademarks, service marks, copyrightable material or intellectual property by including them on the Site.

The information on the Site including, without limitation, all site design, text, graphics, interfaces, and the selection and arrangements is protected by law, including copyright law.

Product names, logos, designs, titles, words or phrases may be protected under law as the trademarks, service marks or trade names of Nursd or other entities. Such trademarks, service marks and trade names may be registered in the United States and internationally.

The Nursd logos and service names are trademarks of Nursd. Without Nursd’s prior permission, you agree not to display or use the Nursd trademarks in any manner. Nothing on the Site should be construed to grant any license or right to use any Nursd trademarks without the prior written consent of Nursd.

7. Links from and to the Site

You may be able to link to third party websites (“Linked Sites”) from the Site. Linked Sites are not, however, reviewed, controlled or examined by Nursd in any way and Nursd is not responsible for the content, availability, advertising, products, information or use of user information or other materials of any such Linked Sites, or any additional links contained therein. These links do not imply Nursd’s endorsement of, or association with, the Linked Sites. It is your sole responsibility to comply with the appropriate terms of service of the Linked Sites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such Linked Sites and any content contained thereon. In no event shall Nursd be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites. You should direct any concerns to that site’s administrator or Webmaster. Nursd reserves the exclusive right, at its sole discretion, to add, change, decline or remove, without notice, any feature or link to any of the Linked Sites from the Site and/or introduce different features or links to different Users. Permission must be granted by us for any type of link to the Site. To seek our permission, you may write to us at the address below. We reserve the right, however, to deny any request or rescind any permission granted by us to link through such other type of link and to require termination of any such link to the Site, at our discretion at any time.

8. Payment Notifications

The payments and any notifications policy is dictated between the contract signed between Nursd and the Client. If you still have any questions then please reach out to us at [email protected].

9. Representation and Warranty; Indemnity

You represent and warrant to Nursd that any information or materials You post on or transmit through the Site for any purpose will not infringe on the intellectual property rights or violate any other rights of any third party.  You agree to defend, indemnify and hold Nursd, its directors, officers, employees, agents and affiliates harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees, in any way arising from, related to or in connection with your use or misuse of the Site, your violation of these Site Use Terms or the posting or transmission of any materials on or through the Site by you, including, but not limited to, any third party claim that any information or materials you provide infringes any third party proprietary right.

10. DISCLAIMER OF WARRANTIES REGARDING SITE

YOU UNDERSTAND AND AGREE THAT:

THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTION AND MATERIALS, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NURSD DOES NOT WARRANT THAT THE SITE OR THE FUNCTIONALITY, CONTENT OR MATERIALS MADE AVAILABLE THEREBY WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. NURSD MAKES NO WARRANTY THAT THE SITE WILL MEET USERS’ EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE OPERATION OF THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NURSD DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY OR ON BEHALF OF THIRD PARTIES ON OR THROUGH THE SITE. NURSD IS NOT A PARTY TO, AND DOES NOT MONITOR, ANY TRANSACTION BETWEEN USERS AND THIRD PARTIES THAT IS WITHOUT THE DIRECT INVOLVEMENT OF NURSD.

11. LIMITATION OF LIABILITY

IN NO EVENT SHALL NURSD, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTION RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES, OR COST OF SUBSTITUTE SERVICES, EVEN IF NURSD OR ITS REPRESENTATIVE OR SUCH INDIVIDUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF NURSD TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE SITE USE TERMS OR YOUR ACCESS TO OR USE OF THE SITE EXCEED, IN THE AGGREGATE, $100.00.

12. Severability; No Waiver

If any provision of these Site Use Terms is held to be contrary to law, such provision shall be deemed valid only to the extent permitted by law, and all other provisions shall continue in full force and effect. Nursd’s failure to require performance of any provision shall not affect its right to require performance at any time thereafter, nor shall Nursd’s waiver of any breach or default of these Site Use Terms constitute a waiver of any subsequent breach or default.

13. Governing Law

These Site Use Terms are enforceable pursuant to and in accordance with the laws of the State of Illinois. Any dispute arising out of these Site Use Terms shall be decided by a court of competent jurisdiction in Cook County, Illinois.

14. Successors and Assigns; No Assignment

These Site Use Terms shall be binding upon, and shall inure to the benefit of, Nursd and the Users and their respective heirs, legal representatives, successors and assigns.

15. Headings

The subject headings of the sections of these Site Use Terms are included for purposes of convenience only and shall not affect the construction of interpretation of any of its provisions.

16. Arbitration

Except as prohibited by law, any dispute between Nursd and a User (or between Nursd or a User, on the one hand, and any officer, director, employee or affiliate of Nursd or a User, on the other hand) shall be resolved through binding arbitration in Cook County, Illinois under the Federal Arbitration Act. Nothing in this arbitration provision is intended to prevent Nursd or a User from filing charges with state or federal agencies. By using the Site, you agree that such arbitration shall be conducted on an individual basis only, not a class, collective or representative basis, and you waive right to bring class-wide, collective or representative claims before any arbitrator or in any forum. YOU UNDERSTAND THAT BY AGREEING TO ARBITRATE DISPUTES YOU ARE WAIVING ANY RIGHT THAT YOU MIGHT OTHERWISE HAVE TO A JURY TRIAL. This arbitration provision is not intended to modify or limit the right of Nursd or a User’s right to seek equitable relief, such as an injunction or attachment, through judicial process, which will not be deemed a waiver of the right to demand and obtain arbitration.

17. Consent to Processing

By providing any personal information to the Site, all Users, including without limitation Users in the European Union, fully understand and unambiguously consent to the collection and processing of such information in the United States. Any inquiries concerning these Site Use Terms should be directed to Nursd at the address below.

18. Relationship

You agree that no joint venture, partnership, employment, or agency relationship exists between Nursd and you as a result of these Site Use Terms or your use of the Site.

19. Time to Bring Claims

Any claim or cause of action you may have with respect to Nursd or the Site must be commenced within one (1) year after the claim or cause of action arose.

20. Notices

Notices to Users may be made via either email or regular mail. The Site may also provide notices of changes to these Site Use Terms or other matters by displaying notices or links to notices to Users on the Site.

21. Contacting Nursd.

To contact us with any questions or concerns in connection with these Site Use Terms or the Site, or to provide any notice under these Site Use Terms to Nursd, please click the “Contact Us” link in the footer of the home page.

B. NURSE TERMS

Effective Date: February 20, 2020

These Nurse Terms of Service (the “Nurse Terms”) are by and between Nursd LLC., Inc. and its affiliates, including but not limited to Nursd LLC. (collectively, “Nursd”) and each nurse (each being “Nurse”) who is registered with Nursd through www.nursdinc.com or www.nursdhealth.com (the “Site”) to provide Professional Services on behalf of Clients. Nursd owns and operates the Site, which is an online platform linking healthcare professionals seeking to provide professional services (the “Professional Services”) and healthcare facilities seeking to engage professionals to provide Professional Services (“Clients”).

1. Account Registration and Suspension

To accept placements through the Site, Nurse shall have registered an account through the Site. Nurse shall create an account by (i) entering at least one of several identifiers, including, but not limited to, first and last name; (ii) creating a profile or claiming and verifying the information in a pre-populated profile; and (iii) creating a username and password. The date that Nurse creates an account shall be referred to herein as the “Registration Date.” Nurse may suspend his or her account at any time using the account settings page or by contacting Nursd using the “Contact Us” link in the footer of the home page provided that Nurse has no outstanding employment agreement or order. Nursd may suspend Nurse’s account (i) without notice to Nurse if at such time Nurse is not an employee of Nursd and (ii) with notice to Nurse if at such time Nurse is an employee of Nursd.  If Nurse’s account is suspended, such account will no longer appear on the Site as visible to the public, but such suspension will not terminate these Nurse Terms or any outstanding employment agreement or order.

Nurse hereby acknowledges that (i) Nursd is not collecting, exacting, charging or receiving a fee, in cash or in kind, from Nurse for procuring, or attempting to procure, or assisting to procure employment, work or a situation of any kind for Nurse; (ii) Nursd may direct Nurse to Clients that have requested that they be regularly introduced to nurses with qualifications like Nurse’s and (iii) Nursd may promote Nurse to Clients, even if such Clients have not posted job listings for applicants similar to Nurse.

2. Relationship of Nurse and Nursd

Nurse agrees that no joint venture, partnership, employment, or agency relationship exists between Nursd and Nurse simply by virtue of Nurse agreeing to abide by these Nurse Terms or by Nurse’s use of the Site.

3. Nurse Representations and Warranties

Nurse represents and warrants to Nursd that the following statements are true as of the Registration Date.

• Nurse has never had a license or certification to practice nursing in any state suspended, revoked or restricted;

• Nurse has never been reprimanded, sanctioned or disciplined by any licensing board or certifying authority (a “Board”);

• Nurse has never been excluded or suspended from participation in, or sanctioned by, any Medicare program, a Medicaid program or any other federal healthcare program as such term is defined at 42 U.S.C. Title 42 § 1320a-7b (the “Government Healthcare Programs”) or other third party payor programs; and

• Nurse has never been charged with or convicted of a felony, a misdemeanor involving fraud, dishonesty, controlled substances, or moral turpitude, or any crime relevant to the provision of nursing services or the practice of nursing.

4. Notifications.

Nurse shall notify Nursd in writing immediately upon the occurrence of any one or more of the following events:

• Nurse is suspended, excluded or otherwise ineligible to participate in one or more Government Healthcare Programs or other third party payor programs;

• Nurse is aware of any threatened, pending or final suspension, revocation, limitation, restriction or disciplinary action taken by a Board or governmental agency that has jurisdiction over him or her;

• Nurse is charged with or convicted of any felony, any misdemeanor involving fraud, dishonesty, controlled substances, or moral turpitude, or any other crime relevant to the provision of nursing services or the practice of nursing;

• Nurse uses illegal drugs or performs the Professional Services while impaired by or under the influence of any chemical substance;

• Nurse violates (i) any applicable employment policies, procedures and guidelines of Nursd, each as may be adopted or amended by Nursd from time to time, and including its employee handbook and its policies regarding the absolute prohibition of any form of discriminatory behavior or sexual harassment in any placement relationship, or (ii) any federal, state or local laws, regulations and orders (collectively, the “Laws”) applicable to performance of the Professional Services; and

• Nurse has any concerns regarding a Client worksite or working conditions including with respect to prohibited discrimination or harassment in the workplace.

5. Non-Solicitation.

Nurse acknowledges and agrees that Nursd has provided to Nurse a valued service in presenting Nurse to Clients. In return, to the extent consistent with applicable state law, Nurse shall not solicit or accept either a temporary engagement or permanent position directly with a Client, or an Affiliate of a Client, that was the subject of an Introduction to Nurse for a period of one (1) year after the date of the Introduction unless (i) Nurse has provided Nursd with written notice at least fifteen (15) business days before Nurse provides such services to Client or its Affiliates and (ii) Client pays Nursd an Introduction Fee or Reassignment Fee, as may be defined in each Client’s agreement with Nursd. For purposes of the Nurse Terms, an “Affiliate” of a Client includes, but is not limited to, an organization or person that has any form of direct or indirect business relationship with such Client, any entity comprised of one or more owners of such Client, or any successor to or assignee of such Client. For purposes of the Nurse Terms, an “Introduction” shall be deemed to have occurred when Nurse or a Client has initiated contact with the other, regardless of whether the other responds and regardless of whether such contact ultimately occurred through the Site or otherwise, so long as the contact came about as result of the registration with or use of the Site by either the Nursd Professional or the Client.

6. Severability; No Waiver.

If any provision of these Nurse Terms is held to be contrary to Law, such provision shall be deemed valid only to the extent permitted by Law, and all other provisions shall continue in full force and effect. Nursd’s failure to require performance of any provision shall not affect its right to require performance at any time thereafter, nor shall Nursd’s waiver of any breach or default of these Nurse Terms constitute a waiver of any subsequent breach or default.

7. Governing Law

These Nurse Terms are enforceable pursuant to and in accordance with the Laws of the State of Illinois. Any dispute arising out of these Nurse Terms shall be decided by a court of competent jurisdiction in Cook County, Illinois.

8. Successors and Assigns; No Assignment

These Nurse Terms shall be binding upon, and shall inure to the benefit of, Nursd and Nurse and their respective heirs, legal representatives, successors and assigns. Nurse shall not assign or subcontract any of his or her rights, interests, duties, or obligations under these Nurse Terms without the prior written consent of Nursd, which consent may be given or withheld in Nursd’s sole discretion, and any attempted or purported assignment in violation of this Section 8 shall be void.

9. Headings

The subject headings of the sections of these Nurse Terms are included for purposes of convenience only and shall not affect the construction of interpretation of any of its provisions.

10. ARBITRATION

Except as prohibited by Law, any dispute between Nursd and Nurse under these Nurse Terms shall be resolved through binding arbitration in Cook County, Illinois under the Federal Arbitration Act. Nothing in this arbitration provision is intended to prevent Nursd or Nurse from filing charges with state or federal agencies. Nurse agrees that such arbitration shall be conducted on an individual basis only, not a class, collective or representative basis, and Nurse waives any right to bring class-wide, collective or representative claims before any arbitrator or in any forum. NURSE UNDERSTANDS THAT BY AGREEING TO ARBITRATE DISPUTES NURSE IS WAIVING ANY RIGHT THAT HE OR SHE MIGHT OTHERWISE HAVE TO A JURY TRIAL. This arbitration provision is not intended to modify or limit the right of Nursd or Nurse’s right to seek equitable relief, such as an injunction or attachment, through judicial process, which will not be deemed a waiver of the right to demand and obtain arbitration.

11. Entire Agreement.

These Nurse Terms, Nursd’s Site Use Terms, and any employment agreement or order, if any, between Nurse and Nursd constitute the entire agreement between Nurse and Nursd relating to and governing Nurse’s use of the Site and Nursd’s relationship with Nurse, superseding any prior agreements between Nurse and Nursd.

12. Notices.

All notices or communications required or permitted under these Nurse Terms may be made either via (a) e-mail (in which cases such notice shall be deemed given on the date of delivery), (b) by next business day courier service (e.g., Federal Express, UPS or other similar service) (in which case such notice shall be deemed given on the business day following date of deposit with the courier service), or (c) by United States mail, first class, postage prepaid, registered or certified, return receipt requested (in which case such notice shall be deemed given on the third (3rd) day following the date of deposit with the United States Postal Service). Notice to Nursd shall be delivered to Nursd [by clicking the “Contact Us” link in the footer of the home page]. Notice to Nurse shall be delivered to the e-mail address or physical address provided by Nurse to Nursd from time to time.

13. Modifications

Nursd may modify these Nurse Terms with notice to Nurse. Nursd includes the effective date of these Nurse Terms at the top of the Nurse Terms. Such modifications to these Nurse Terms shall take effect, and be binding on Nurse thirty (30) days after such notification.

C. CLIENT TERMS

Effective Date: February 20th, 2020. For the avoidance of any doubt, capitalized terms not otherwise defined herein shall have the meanings given to them in the Site Use Terms and the Nurse Terms.

1. Account Registration and Suspension.

Clients who wish to engage Nurses for Engagements through the Site shall have registered an account with Nursd through the Site. Representatives of the Client will create individual accounts by selecting a username and password and associating such accounts with the Client’s facility or facilities. Each representative of the Client must be verified as an employee of the Client by either (a) transmitting a photograph of his or her Client-issued identification badge or (b) receiving an invitation to Nursd from a Client representative who has already been verified as an employee of the Client by other means, including, but not limited to, the mechanism described in (a). Client users may suspend his or her individual account at any time using the account settings page or by contacting Nursd using the “Contact Us” link in the footer of the home page.

2. Duties of Client

These will be dictated by the contract signed between Nursd and Client.

3. Nursd Professional Liability Coverage

Nursd offers the Nursd Professional Liability Coverage to cover the Nurses Services rendered by Nurses on behalf of Clients pursuant to the Client Terms and any Order. To the extent that liability under any judgment or settlement regarding the performance of Nurse Services by a Nurse exceeds these coverage limits, Clients shall hold Nursd and the Nurses harmless from the same. Nursd’s obligation to arrange for the Nursd Professional Liability Coverage for any Nurse is conditional upon such Nurse’s cooperation in completing, verifying and providing accurate and complete underwriting and licensing information to Nursd.

4. Time Sheets and Nurse Fees

This will be dictated by the contract between Nursd and Client.

5. Payment

This will be dictated by the contract between Nursd and Client.

6. Representations and Warranties

Each Client represents and warrants the following: Such Client has and shall maintain any and all licenses, permits, registrations, or other certifications necessary to perform its obligations under the Client Terms and any Order and to engage Nurses to provide the Nurse Services on behalf of such Client; and Such Client has all requisite power and authority, and has taken all corporate action necessary, to agree to the Client Terms and to perform its duties obligations under the Client Terms. 

7. Relationship of the Parties

This will be dictated by the contract between Nursd and Client.

8. LIMITATION OF LIABILITY BY NURSD FOR NURSE SERVICES

NURSD SHALL HAVE NO LIABILITY TO ANY CLIENT FOR ANY INJURY OR LOSS TO ANY PARTY RELATING TO OR IN ANY WAY ARISING OUT OF THE NURSES’ PROVISION OF NURSE SERVICES ON BEHALF OF A CLIENT PURSUANT TO THE CLIENT TERMS OR ANY ORDER OR FOR ANY ACTIONS OF THE NURSES. 

9. Insurance

Nursd and each Client shall maintain general liability insurance with customary coverage levels. If either Nursd’s or a Client’s coverage is on a claims made basis, then Nursd or such Client shall (i) maintain such insurance for a period of no less than three (3) years after the last Nurse provides Nurse Services on behalf of such Client pursuant to the Client Terms or (ii) procure equivalent extended reporting period coverage. Within two (2) business days of Nursd’s request at any time, a Client shall provide evidence of such insurance coverage to Nursd. Within two (2) business days of a Client’s request at any time, Nursd shall provide evidence of such insurance coverage to such Client.

10. Health Insurance Portability and Accountability Act

Nursd and each Client acknowledge that the performance of Nursd’s obligations under the Client Terms does not involve the use or disclosure of PHI. Nursd shall not receive PHI from any Client, nor create, receive, maintain or transmit PHI on any Client’s behalf. Consequently, Nursd and each Client hereby agree that Nursd is not a “business associate” of any Client, as defined in 45 C.F.R. §160.103, for purposes of the federal Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 and the regulations promulgated there under.

11. Non-Solicitation of Nursd Employees

A Client that is a party to an Order shall not, during the term of such Order and for a period of one (1) year thereafter, directly or indirectly, on its own behalf or in the service or on the behalf of others, (i) induce or attempt to induce any director, officer or employees of Nursd to leave Nursd, or (ii) hire, contract or take away or cause to be hired, contracted or taken away any director, officer or employee of Nursd.

12. Reassignment Fee

In the event that, within two (2) years after a Nurse and a Client last communicated via the Site, such Client or any Affiliate of such Client directly (i.e., outside of the Client Terms) employs or retains a Nursd introduced to such Client through an Introduction, such Client shall pay to Nursd a reassignment fee equal to as defined in the contract between the Client and Nursd.

13. Indemnification.

In addition to any other obligation of a Client otherwise to provide indemnification, each Client agrees to indemnify and hold harmless Nursd, its directors, officers, employees, agents and affiliates from and against any and all Claims arising out of or resulting from any act or omission of, by or on behalf of Client, including without limitation (i) execution or performance of an Order by, for or on behalf of Client, or (ii) any breach of the Client Terms or an Order by, for or on behalf of Client.

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