EMPLOYER/JOB PLACEMENT PROVIDER TERMS OF SERVICE

Effective Date: November 1st, 2022 

THE FOLLOWING TERMS AND CONDITIONS (“TERMS”) APPLY TO EACH EMPLOYER, JOB AGENCY AND/OR INDEPENDENT CONTRACT PLACEMENT PROVIDER (“YOU” AND/OR “EMPLOYER”) THAT ELECTS TO CREATE AN ACCOUNT AND USE OUR JOB PLACEMENT BOARD PLATFORM ON NAFNP.ORG (“WEBSITE”) AND FORMS A BINDING AGREEMENT WITH NATIONAL ASSOCIATION OF FAMILY NURSE PRACTITIONERS, LLC, AN ILLINOIS LIMITED LIABILITY COMPANY (“NAFNP,”“WE” OR US”). 

BY REGISTERING TO USE OUR PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS, WHICH GOVERNS YOUR ACCESS AND USE OF OUR WEBSITE AT ALL TIMES AS AN EMPLOYER-USER, IN ADDITION TO THE GLOBAL WEBSITE TERMS OF USE. 

BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND THAT YOU UNDERSTAND THESE TERMS. THE RIGHTS GRANTED TO YOU HEREIN ARE SUBJECT TO  ALL OF THE FOLLOWING TERMS AND CONDITIONS.

ANY CAPITALIZED TERMS USED THROUGHOUT THE FOLLOWING TERMS SHALL HAVE THE SAME MEANING AS DEFINED IN THE GLOBAL TERMS OF USE IF NOT SEPARATELY DEFINED HEREIN.

MODIFICATIONS

We reserve the right, at any time, to amend the provisions of these Terms. If you do not accept any amendments, these Terms will terminate. Please regularly check these Terms as posted on this Website including any revised effective date at the top of these terms to view the then-current terms applicable to your use of this Website as a Subscriber. Notwithstanding anything in these Terms to the contrary, if we post amended terms to these Terms on our Website, such terms will automatically become effective, shall be incorporated into these Terms immediately upon being posted, and where inconsistent with any other terms and conditions of these Terms, shall supersede any such conflicting terms or conditions. By accessing and using our Website and using the Services after such revised terms are posted, You agree to be bound by any such revised terms. You agree to periodically visit our Website to examine the then-current terms and conditions of these Terms. Your access and use of the Services as a Subscriber will always be subject to the most current versions of these Terms, as well as the Global Website Terms of Use in effect at the time of such use. 

Access Rights

Subject to your continued compliance with the terms and conditions of these Terms, upon acceptance of these Terms, You are hereby granted with the non-transferable and revocable right to access and use our platform to create, access and use Your individual employer profile located on the password-protected secure area of our Website (“Employer Profile”) to i) display text and/or upload photos, graphic images, videos and other media content related to the any job postings or contract project placement opportunities with any of Member subscribers (“Member”) also using our Website(“Content”), ii) create and offer individual job or project promotions based upon your Content; and iii) interact via chat communications with any Member, and including access and use of all related software, materials or applications made available to You through your Employer Profile ("Materials"), for Your use and shall continue until such time as Your rights to access and use the Services are terminated by us or by You as set forth under these Terms.These rights shall include your access and use of the Services as a single named user.The Services are only intended to be used by You in a lawful manner in compliance with all existing state, provincial, territorial and/or national laws governing your use of the Services.

Employment Job Posts Pre-Review

All job posts are reviewed by us before You are able to post such posts on our Website.We reserve the right to delete any job/project placement posting You make on this Website. 

Registration & Accounts

We require that You register and apply in order to create and access/use Your Employer Profile and display any Content. You must complete the registration form.You represent to us that any information You provide during registration is accurate and current, and that You are authorized to provide such information. You will be required to maintain and update your registration information as required to keep your information complete and accurate at all times. We may, in our discretion, terminate, suspend, or modify your registration with, or access to, all or part of the Website and/or the Services, without notice, at any time if you have provided untrue, inaccurate or incomplete registration information. You will be issued or required to create a user ID and password to log-in to access Your Employer Profile. You can use this log-in information to access the Services at any time and You may create a unique user ID and password after you have logged-in for the first time. 

Account Security: It is your responsibility at all times to maintain the security and confidentiality of your account information, including your user ID and password information. We are not responsible and shall have no liability to You for any misuse or unauthorized access or use of your account. You agree that You shall be the only user of your account and will not allow others to use your account information to log-in and access this Website other than has may be expressly allowed under your license rights stated in these Terms. You assume liability for and are solely responsible at all times for all use and all actions made under or through your account including, but not limited to, unauthorized use by any third parties or any employees. You agree that we may act in reliance, without investigation, upon any of your log-In information. We will not be required to inquire into the truth or evaluate the merits of any of your log-In information.

Services Termination 

We may terminate these Terms at any time in our sole discretion and terminate Your use and access of our Website by sending you a notice of termination to the email address included in your log-in information (which notice shall be effective upon being sent by us) if: i) You violate or breach one or more provisions of these Terms; or ii) we determine in our sole and exclusive judgment that terminating your access to our Website is advisable for security reasons, to protect us from liability, or to maintain the continued normal uninterrupted operation of our Website and/or the Services. Once these Terms are terminated for any reason, your rights to use the Services shall terminate and shall otherwise be revoked by us. 

DMCA and Trademark/Service Mark Policy

We will, in appropriate circumstances as determined in our sole discretion, terminate Your rights to submit, upload or post any Content onto their EmployerDashboard using our Services. If any such Content infringes upon any third-party intellectual property rights, we will investigate notices of copyright infringement and take appropriate actions pursuant to the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) ("DMCA"). Please see our DMCA Policy on this Website for more details and how to notify us of any alleged infringing materials appearing on this Website or as content in any SMS or MMS text message received by you or otherwise sent by any Nurse Members.

Member Access Termination & Communications 

You shall not fail to timely respond to any message sent by any Member related to any job or project placement postings by You, provided any communications from any such Member is not abusive or unrelated to any job or project placement with You.  

CONTENT POLICY & USER REPRESENTATIONS 

The following Policy contains important restrictions, notices and disclaimers that governs your use the images, graphics, photos, videos, audio recordings, text and/or any other written or electronic materials you upload to your Employer Profile or use during any direct interaction with any Member through our messaging feature in connection with the Services (“Content”). In consideration for your access and use of the Services offered by us, You agree to comply with the following terms and conditions at all times during your use of this Website and your Employer Profile.

A. Representations. You represent that You are the owner, authorized licensee or authorized user of any Content that is uploaded and used directly by You on our Website. You also represent that You have a signed written consent or release for each identifiable person appearing in the Content to use their name and/or likeness to allow inclusion and use of the Content in the way contemplated by You in connection with your use of the Services. You agree that You will not upload, publish, link to or otherwise distribute any Content that:

  i) promotes, solicits, comprises or contains abusive, defamatory, excessively violent content or child pornography; or

ii) encourages conduct that would violate any law or Content that violates any applicable statute, ordinance, regulation or rule; or

       iii) contains personal information about any individual without consent or otherwise violates the privacy of any other individual or entity or Content You are not authorized to disclose; or

iv) otherwise infringes on the rights of any third parties, including those of copyright, patent, trademark, service mark, trade secret, or other intellectual property rights, or engage in false advertising, unfair competition, defamation, invasion of rights of celebrity, violation of anti discrimination law, or violation of any other right of any person or entity;

     v) misrepresents an affiliation with another person or organization; or

    vi) is materially false, misleading or inaccurate; or

        vii) violates any of the current association standards set forth by our payment processor Stripe or any of our other payment processors.

B. Content Storage. You are solely responsible for all Content including, if desired by you, the making and keeping of back-up copies of any or all Content. We shall not have any responsibility or liability for the deletion or accuracy of any Content, the failure to store, transmit or receive transmission of any Content or the security, privacy, storage or transmission of other communications involving your use of our Website. We will not access or view any Content, except as follows: (1) as permitted under these Terms, including our Privacy Policy; or (2) as necessary to maintain or provide the Website or the Services, including without limitation: (A) to conform to legal requirements or comply with legal process as deemed necessary or advisable by us in good faith; (B) to detect, prevent or otherwise address fraud, security or technical issues; or (C) to enforce these Terms, including investigation of potential violations hereof as further described in this Policy (Investigations).

C. Content Removal & Irrevocable License to Use Content. Any Content you upload to our Website will be treated as non-confidential and may be restricted from being displayed on this Website under these terms at our sole discretion. When You post Content on this Website, You keep all rights and title to the Content including all intellectual property rights, but You grant us with an irrevocable, non-exclusive, royalty-free and perpetual right to post, display, copy, and modify that Content in connection with the operation of this Website, and to sell or otherwise transfer that Content in connection with the transfer of operation and/or ownership of this Website, or other location to which the Content was posted.

D. Content Disclaimers & Monitoring. You agree that we shall not be responsible to You for any Content. We assume no responsibility to investigate or verify that the Content does not violate these terms, any law or the rights of some third party or is otherwise injurious or causes some third party to suffer any damages. Under no circumstances shall we be liable for any damages occurring or arising from any Content posted or transmitted on this Website by You that is defamatory, libelous or slanderous, contains any omissions, falsehoods or otherwise violates any law or right of some third party. If we become aware of any actual or possible violations by You (or any Members) of any provision of these Terms, we reserve the right to investigate such actual or possible violations and we may, at our sole discretion, immediately terminate these Terms (including your access to the Services), or may remove any Content, in whole or in part, without prior notice to You. If, as a result of any such investigation, we believe that criminal activity has occurred or is occurring, we reserve the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. In connection with any such investigation, we are entitled, except to the extent prohibited by applicable law, to disclose to law enforcement or other government officials, as we in our sole discretion believes to be necessary or appropriate, any information (including without limitation personally identifiable information), about you that is in our possession in connection with Your use of the Employer Profile and the Services in general.

E. Content Termination. If you choose to terminate your access and use of the Services, the terms of these Terms regarding any Content you have uploaded remain applicable. Content that you have posted to your Employer Profile or this Website other than Content that has been published, will not be deleted or retired as a result of your termination. Data retained in backups will be removed only as the backups are purged in the normal course of our backup procedures. 

Indemnification by You

You hereby agree to defend, indemnify and hold us, our employees, consultants, agents, representatives, attorneys or any parent, subsidiary or other entity controlled or owned by us, harmless from and against any and all claims, liabilities, damages or costs (including without limitation fees, costs and other expenses of attorneys and expert witnesses) arising out of or in any way related to: (i) any breach of these Terms by You; (ii) your use of and access of our Website and use of the Services including, but not limited to, any Content You upload or post; (iii) any actual or alleged violation by You or by any person using your user account information (whether or not such use is authorized by You) of these Terms or any applicable law, or any intellectual property, proprietary, privacy or other right of any third party; (iv) your negligence or willful misconduct.

No Employment/Project Placement Guarantee

PLEASE NOTE THAT WE MAKE NO GUARANTEES OR REPRESENTATIONS TO YOU THAT USING OUR SERVICES WILL ENSURE THAT YOU WILL FIND SUITABLE CANDIDATES TO FILL ANY JOBS REQUIRED TO BE FILLED. We make no representation or warranty to You that any Member pool contains any applicants who are qualified to perform the services required pursuant to any given job position being filled by You at any given time. We shall have no liability to You whatsoever for any type of damages You may incur for any termination of the employment or engagement of services of any Member applicant by You. In addition, we make no representations or guarantees to You that any Member you ultimately hire will be suitable to perform the duties required for the position filled by he or she, or can perform at a level expected by You has may be represented by such applicant, or that such applicant performs any of the duties required in connection with the subject job/position at all. 

No Member Data Investigation

We assume no responsibility to investigate or verify the accuracy of any data provided by any Member to You. Under no circumstances shall we be liable for any damages occurring or arising from any Member applicant provided data or information posted or transmitted on this Website obtained by You that violates any law or right of some third party. Notwithstanding, if we become aware of any actual or possible violations by You of any provision of this Agreement, including without limitation your use of any such data in violation of these terms, we reserve the right to investigate such actual or possible violations and we may, at our sole discretion, immediately terminate this Agreement and your access rights to the Services. If, as a result of any such investigation, we believe that criminal activity has occurred or is occurring, we reserve the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. In connection with any such investigation, we are entitled, except to the extent prohibited by applicable law, to disclose to law enforcement or other government officials, as we in our sole discretion believes to be necessary or appropriate, any information (including without limitation personally identifiable information), about you that is in our possession in connection with your use of the Services in general.

Applicant User Data Storage

We shall not have any responsibility or liability for the failure to store, transmit or receive transmission of any data in connection with any communications with any Member job applicant related to any of the jobs You post or the security, privacy, storage or transmission of other communications involving your use of such data.

Applicant Information Disclaimer

We shall not be responsible or liable to You whatsoever for any data or information provided by any Member job applicant that You elect to screen and which You ultimately rely upon to make any hiring decision. We shall have no liability to You whatsoever for any type of damages stemming from any information or representations provided/made to You by any such applicants  during the course of any video and/or technical screening or otherwise in connection with your use of the Services generally. 

Down Time Disclaimer 

While we strive to keep downtime to a minimum, from time to time the Website and the Services may be unavailable, whether due to periodic maintenance or otherwise. No downtime “credit”, refund or any other type of proration will be provided by us for downtime caused by any of the following: (i) periodic maintenance (notice of which will be posted in advance on the Site at the point of user log-in and/or e-mailed to the e-mail address contained in your primary Log-In Information);  (ii) any reason described in our section regarding Force Majeure; (iii) your inability to connect to or to access the Site or Services due to problems related to your PC hardware, software, network, network setup or security, or your Internet service provider or any other similar problem; or (iv) any other reason. Downtime credit pursuant to this Section will not be issued in connection with any non-paid use including without limitation our initial free-trial period. 

EMPLOYER PROFILE WARRANTY DISCLAIMER

THE SERVICES AND ALL FEATURES AND FUNCTIONALITY INCLUDING YOUR EMPLOYER PROFILE FUNCTIONALITY ARE BEING MADE AVAILABLE AND ON A "AS IS" AND "AS AVAILABLE" BASIS, "WITH ALL FAULTS" AND IS BEING PROVIDED WITHOUT ANY WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY REGARDING THE QUALITY, USEFULNESS, RELIABILITY OF OR PERFORMANCE OF THE SERVICES OR THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OF USE. YOU AGREE TO ASSUME THE SOLE RISK ASSOCIATED WITH YOUR USE OF THE SERVICES.

EMPLOYER PROFILE & MESSAGE INFORMATION COLLECTION

WE STORE ALL CONTENT YOU UPLOAD TO YOUR EMPLOYER PROFILE AND ALL  MESSAGES YOU POST WITH ANY OF ALSO USING OUR WEBSITE INCLUDING THE DATE AND TIME SUCH MESSAGES ARE POSTED BY YOU IN CONNECTION WITH YOUR USE OF THE SERVICES. WE ALSO COLLECT AND STORE ALL INFORMATION SUBMITTED DURING ANY CHAT OR MESSAGING CONDUCTED BY YOU WHEN YOU USE OUR PLATFORM TO INTERACT WITH ANY S IN CONNECTION WITH OUR SERVICES INCLUDING, WITHOUT LIMITATION, IDENTITY INFORMATION (AS DEFINED IN OUR PRIVACY POLICY), THE REAL TIME “CHAT” TEXT OR MESSAGE DIALOGUE BETWEEN YOU AND ANY, ANY SCREEN NAME YOU USE IN CONNECTION WITH YOUR EMPLOYER PROFILE OR ANY OTHER DATA OR INFORMATION THAT IS  DISPLAYED OR TRANSMITTED THEREON. 

Miscellaneous:

A. Entire Agreement. You agree that these Terms constitutes the complete and exclusive Terms regarding your access to and use of the Services, along with the terms contained in the Website Terms of Use, and supersedes any prior communications, representations or Terms of the parties, whether written or oral. These Terms cannot be altered, amended, or modified except in writing executed by an authorized representative of each party. Neither electronic mail nor instant or text messaging shall be considered a writing sufficient to change, modify, extend or otherwise affect the terms of these Terms.

B. Authority. If You are accepting these terms on behalf of another person or a legal entity including your business, You represent and warrant that You have full authority to bind that person, company, or legal entity to these terms and otherwise have authority to enter into these Terms.

C. Waiver. The waiver by us of a breach of any provision of these Terms by You shall not operate or be construed as a waiver of any other or subsequent breach by You.

D. Prior Dealings. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of or interpretation of any provision contained in these Terms.

E. Assignment. These Terms inure to the benefit of, and is binding upon the parties and their successors and/or assigns. You may not assign, delegate or otherwise transfer all or any part of your rights or obligations under these Terms without prior written consent by us. Any such attempted assignment, delegation, or transfer will be null and void.

F. Survival. Any provisions in these Terms which by their nature extend beyond the termination or expiration of any license to use the Services will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assignees.

G. No Joint Venture or Partnership. Nothing in these Terms will be construed as creating a joint venture, partnership, agency or employment relationship between the parties, nor will either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other. 

H. Headings/Construction. The section titles in these Terms are for convenience only and have no legal or contractual effect. These Terms will be interpreted without application of any strict construction in favor of or against You or us.

I. Severability. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction, in whole or in part, to be invalid, illegal, or unenforceable in any respect, for any reason, the validity, legality and enforceability of the remainder of that provision, any other remaining provisions, and of the entire Terms shall not in any way be affected or impaired thereby, and shall be interpreted, to the extent possible, to achieve the purposes as originally expressed with the provision found to be invalid, illegal or unenforceable. Each provision hereof is intended to be severable, and the validity, legality, or enforceability of any provision of these Terms shall not affect the validity, legality, or enforceability of the remainder of these Terms.