2. LICENSES AND THIRD-PARTY CONTENT
2.1 NURSELOOP’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:
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:
NurseLoop 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 NurseLoop providing such notice.
2.3 NURSELOOP’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:
NurseLoop 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 NurseLoop logos and names are trademarks of NurseLoop 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 NurseLoop Marks.
2.4 YOUR INTELLECTUAL PROPERTY
2.4.1 YOUR OBLIGATIONS AND YOUR INDEMNIFICATION OF NURSELOOP
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 NurseLoop because of your content that you will pay NurseLoop for our fees and expenses, as detailed below:
When you post User Content on the Site or through the Site Services or provide NurseLoop 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 NurseLoop, 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 Upwork, 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 NURSELOOP 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:
2.4.3 YOUR COMMENTS AND IDEAS
Section 2.4.3 explains when you can and what happens if you send your ideas to NurseLoop, 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 NurseLoop 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, NurseLoop does not waive any rights to use similar or related ideas, including those known or developed by NurseLoop 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 NurseLoop. NurseLoop 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 NurseLoop’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 from NurseLoop 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:
NurseLoop 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.
3. FEES AND CHARGES
3.1 RANGE FEE
3.1.1 FEE FOR NURSES
The range shall be calculated based on the address of the nurse as indicated in the nurse’s license. The bonus, based on the table above shall be immediately applied on the Die and is reflected on the SWO tile. A booking fee of $10 shall be added on top of the rates above.
A penalty for late payment shall be imposed by NurseLoop.
Non-payment on the due date shall incur a $100 late fee.
3.3 ACCOUNT SUSPENSION
NurseLoop shall suspend the user’s account upon non-payment on the due date. The period shall be thirty (30) days from the bill issue date. Nurseloop reserves the right to impose a reconnection fee in the event you are suspended and thereafter request to regain access to the Service. Thereafter, if payment has been made, the account will automatically be restored within three (3) business days following the receipt of the applicable payment. In the event that a valid dispute on non-payment has been made, Nurseloop agrees not to suspend or terminate the Services in connection with a good faith dispute between the parties relating to this Agreement or the Services, provided further that Customer continues to work with Nurseloop in good faith to resolve such dispute.
Once the threshold of $30,000, as discussed in Section 3.5 has been reached, a grace period of $5,000 worth of shifts will be triggered before the account will be put on hold/suspended.
3.4 ASSOCIATE ACCOUNT AND SECURITY DEPOSIT
The user may opt to switch to an Associate Account. An Associate Account is a specialized corporate account which provides the user with an increase in credit limit, customized due date for the payment of services and waived security deposit. NurseLoop shall require a security deposit for every Associate Account once the Associate Account threshold reached the $30,000 credit limit. The credit limit is used to repay the nurses in advance and for prepaymemt of the facility in the amount of $30,000 per facility.
The Associate Account shall be entitled to the following:
1. An increase in credit limit. The refundable Security Deposit tier for the Associate Account is as follows:
$10k security deposit increases credit limit to $40k
$20k security deposit increases credit limit to $50k
$30k security deposit increases credit limit to $60k
2. Customized due date which may be up to sixty (60) days. Such due date shall still be subject to suspension.
3. Upon switching to the Associate Account and payment of security deposit, the Service fee is waived.
4. PERMITTED SITE USES
Section 4 explains how you are allowed to use the Site, as detailed below:
NurseLoop offers the Site and Site Services for your business purposes only. NurseLoop makes the Site and Site Services available for Nurses and Facilities to find one another, enter into service relationships, make and receive payments, and receive and provide Nurse Services. All prices are published separately on relevant pages on the Site. In addition, certain Visitor Site Services 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.
We may use certified payment systems which may also charge commission. Such commission is chargeable on you upon choosing a particular payment system. The details of the commission charges of such payment system is available on the website of the payment system.
5. RULES AND LIMITS ON AND MODIFICATIONS TO THE WEBSITE
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 Website, 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 Website or restrict your access to part, or all, of the Website without notice or penalty. We have the right to change these rules and/or limitations at any time, in our sole discretion
6. PROHIBITED SITE USES
Section 65 explains uses of the Site that are not allowed, as detailed below:
You may not use, or encourage, promote, facilitate, or instruct, induce, or otherwise influence or cause others: (1) 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 (2) to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others.
In the event of breach of the above, the user’s account shall be suspended upon notice and the user shall be banned from registering and availing of the services of Nurseloop. Further, liquidated damages may be imposed upon the guilty party and Nurseloop shall reserve the right to pursue any and all legal action in relation to the said breach.
6.1 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, supporting, or endorsing services, content, or activities that:
● are defamatory, illegal, violent, 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) NurseLoop’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, purchase, and/or publication of a review for a third-party website;
● regard the creation, publication, or distribution of “fake news”, “hoax news”, Deep Fake content or similar content, which is, in NurseLoop’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
● any conduct that is, in NurseLoop’s determination, violent or harassing toward another person or endorses or encourages violence or harassment towards others, including based on the individual's or group'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 Facility, including by (i) falsifying or manipulating or attempting to falsify or manipulate the hours, keystrokes, or mouse clicks recorded in the NurseLoop App, (ii) reporting, recording, or otherwise billing Facilities 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, qualifications, 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 is not you, misrepresents your identity or represents you as someone else, or any other activity that misrepresents your identity;
● impersonating any person or entity, including, but not limited to, a NurseLoop representative or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
● falsely attributing statements to any NurseLoop representative;
● falsely stating or implying a relationship with NurseLoop or with another company with whom you do not have a relationship; or
● allowing another person to use your account, which is misleading to other Users.
● Expressing an unlawful preference in a Shift or otherwise unlawfully discriminating on a protected basis;
● Inciting or encouraging violence;
● Posting identifying information concerning another person;
● Spamming other Users, including by making unsolicited contact of Users off the NurseLoop platform, or by posting the same Shift multiple times so that more than one version remains active at a given time;
● Making or demanding bribes or demanding other payments without the intention of or without actually providing services in exchange for the payment;
● Attempting to or actually manipulating or misusing the feedback system, including by:
● withholding payment 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 NurseLoop’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, request or other User Content prior to entering into a Service Contract with such User;
● Directly or indirectly, advertising or promoting another website, product, or service or soliciting other Users for other websites, products, or services, including advertising on NurseLoop to recruit Nurses and/or Facilities to join 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, or actually interfering with or compromising, the system integrity or security of the servers running the Site, or attempting to or deciphering 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;
● 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 NurseLoop’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 NurseLoop 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 NurseLoop.
● Conduct or actions that could jeopardize the integrity of or circumvent the Site, Site Services or NurseLoop’s proprietary information, including:
● attempting to or actually reverse engineering, modifying, adapting, translating, preparing derivative works from, decompiling, or 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 NurseLoop; or
● accessing or using the Site or Site Services to build a similar service or application, identify or solicit NurseLoop Users, or publish any performance or any benchmark test or analysis relating to the Site.
6.3 REPORTING AND CORRECTING VIOLATIONS
7. LINKS FROM AND TO THE WEBSITE
You may be able to access links to third party websites (“Linked Websites”) from the Website. Linked Websites are not, however, reviewed, controlled or examined by NurseLoop in any way and NurseLoop is not responsible for the content, availability, advertising, products, information or use of user information or other materials of any such Linked Websites, or any additional links contained therein. These links do not imply NurseLoop’s endorsement of or association with the Linked Websites. It is your sole responsibility to comply with the appropriate terms of service of the Linked Websites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such Linked Websites and any content contained thereon. In no event shall NurseLoop be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Websites or the information or material accessed through these Linked Websites. You should direct any concerns to that site’s administrator or Webmaster. NurseLoop 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 Websites from the Website and/or introduce different features or links to different Users. Permission must be granted by us for any type of link to the Website. 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 Website, at our discretion at any time.
You agree to defend, indemnify and hold NurseLoop, 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 Website, your violation of the Website Use Terms or the posting or transmission of any materials on or through the Website by you, including, but not limited to, any third party claim that any information or materials you provide infringes any third party proprietary right. Healthcare Professionals and Clients may have separate indemnity obligations pursuant to the Healthcare Professional Terms or the Client Terms.
9. COMMERCIAL ELECTRONIC MESSAGES AND TRACKING
If you provide us with an email address, you expressly consent to receiving Commercial Electronic Messages from NurseLoop about the Service and the Site. An unsubscribe link is included in every newsletter and marketing email sent to you. For those of you that have expressly opted in to receive our CareRev newsletter, you are easily able to unsubscribe by following the “unsubscribe” links included in every email. Without systematically doing so, we may analyze and track the click rates and the number of emails sent which you open to assess performance rates on your emailing campaigns.
“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with NurseLoop.
"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.
“Facility” means any authorized User utilizing the Site or Site Services, including Booking Services, to seek and/or obtain Nurse Services, including from another User.
“Healthcare Facility” or “Healthcare Facilities” refer to those Healthcare Facilities that registered with NurseLoop through the Website to engage Healthcare Professionals to provide Healthcare Services on their behalf.
“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 Contact” has the meaning set forth in Section 7 of the User Agreement.
“Nurse” means any authorized User utilizing the Site or Site Services, including Booking Services, to advertise or provide Nurse Services to Facilities. A Nurse is a customer of NurseLoop with respect to use of the Site and Site Services.
“NurseLoop Mobile Applications” means all mobile applications published by NurseLoop or our Affiliates for access to or use of the Site or any Site Services.
“Nurse Services” means all services performed for or delivered to Facilities by the Nurses.
“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, any and all NurseLoop platforms, including, collectively, our website located at www.nurseloop.life, all affiliated websites and applications, including mobile websites and NurseLoop 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 Nurse Services defined herein), applications and products that are accessible through the Site, including the Public Site Services, and all NurseLoop Mobile Applications.
“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 NurseLoop, 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.
“User,” “Users,” “you,” or “your” refer to all persons who access or use the Website, including but not limited to Healthcare Professionals and Healthcare Facilities.
“Healthcare Professional” or “Healthcare Professionals” refer to those Registered Nurses, Surgical Technicians, Radiologic Technicians, Certified Registered Nurse Anesthetist, Medical Doctors, and other professionals who registered with NurseLoop through the Website to provide Healthcare Services at Healthcare Facilities.