Nursa Terms of Services

Last Updated | August 17, 2020

By entering into this Agreement, and/or by using or accessing Our Platform, you expressly acknowledge that you understand this Agreement and accept all of its terms. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access Our Platform or any of the services provided through Our Platform.

I. Nursa™ and You – Our Agreement

The Nursa Platform provides a marketplace where persons who are seeking work opportunities (“Clinicians”) can be matched with a variety of available jobs published by a Listing Facility or another source. These terms (“terms”) constitute a legal agreement between Nursa, Inc. (“Nursa”, “we”, “us”, “our”), the individual clinicians and other trained healthcare providers using the platform (“Clinician” or “you”, as applicable) and the persons, entities, companies, and organizations listing available clinical needs and open positions on Our Platform (the “Listing Facility”, or “you” as applicable). Nursa, you as a Clinician, and/or you as Listing Facility are also referred to as a “party” or “parties” as well. These terms govern each Clinicians use of Our Platform and the Listing Facility’s use of Our Platform, as applicable. If you are entering into these terms on behalf of a company or other organization, (whether as a Clinician or Listing Facility) you hereby represent and warrant that you are authorized to enter into these terms on behalf of such company or other organization.

We have the right to monitor your compliance of these terms. If any such monitoring reveals that you have exceeded any usage limitations or otherwise are not using Our Platform in compliance with these terms, then you will remedy any such non-compliance within two (2) business days of receiving notice from us, including, if applicable, through the payment of additional fees.

II. This platform is ours and we’re proud of it

We, Nursa, own our software platform and all of the text, images, software, trademarks, service marks or other material contained on our websites, digital apps, software and any other such tools, materials, or elements otherwise associated with our regular operations (“Our Platform”). You have no rights to, and will not copy or transmit any of Our Platform, except for your individual use in accordance with these terms. All copyright, trademark and other proprietary rights notices included on Our Platform as presented on Our Platform must appear on all copies you print or create in any way. Other product, service, or company designations on Our Platform belong to their respective owners and may be mentioned in Our Platform for identification purposes. You should contact the appropriate third party software provider for more complete information regarding such designations and their registration status. Your use of and access to Our Platform do not grant you any license or right to use any of the marks included on Our Platform.

III. Your data and the Golden Rule

We will use Clinician and Listing Facility information and data (“your Information”) to provide agreed upon service as permitted by these terms in accordance with our Privacy Policy. You acknowledge and agree that in order to provide our service, we may: (i) copy your Information that you store on Our Platform, or on a third-party service to which you facilitate our access via an API (“application programming interface” or other means); and (ii) modify and transfer your Information back to such third party, all subject to such third party’s terms of service governing your Information. We may retain copies of your Information, unless you provide us written notice to delete your Information. You shall have sole responsibility for the accuracy, quality, and legality of your Information provided on Our Platform. Generally you authorize us to use your Information in any way we reasonably see fit to operate or otherwise benefit Our Platform subject to our Privacy Policy.

We will not have any liability that may result from your disclosure of such Information to us. We shall utilize commercially reasonable physical, managerial, and technical safeguards to secure your Information on Our Platform from unauthorized and unwanted use or disclosure.

We may monitor the performance and use of Our Platform by all of our customers and combine this data with other data including Your Information and use such combined data in an aggregate manner. You hereby agree that we may collect, use, and publish such aggregate data for the purpose of creating statistics regarding our customer base. Examples of our use of such Information include, but are not limited to, the number of users of Our Platform, number of transactions, and growth rates.

Nursa will: (a) protect the confidentiality of your Information and confidential information using the same degree of care that it uses with Our Platform and any confidential information, but with no less than reasonable care; (b) not use any of your Information or confidential information for any purpose outside these terms; and (c) not disclose your Information and confidential information to any party other than our personnel, contractors, advisors, and agents. If Nursa is legally compelled to disclose any of your Information or confidential information, Nursa will provide you prior written notice of such requirement so that you may seek a protective order or other appropriate remedy with these terms.

By entering into this agreement or through use of Our Platform, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Nursa, its affiliated companies may include but are not limited to: operational communications concerning your account or use of Our Platform , updates concerning new and existing features on Our Platform, communications concerning promotions run by us or a third-party partners, and/or news concerning Nursa and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

If you wish to opt out of promotional emails, you can unsubscribe from our promotional email list by following the unsubscribe options in the promotional email itself. If you wish to opt out of other promotional messages, you can manage your communication preferences within your account settings on Our Platform, however you acknowledge that opting out of receiving any type of promotional message may impact your use of Our Platform or related services.

IV. Here’s how the cookie crumbles

You agree that these terms have the same force as a signed agreement. These terms commence on the date you sign up for Our Platform. Nursa reserves the right to cease providing services for any reasonable business reason as long as we provide you with at least 5 days advance notice.

Upon termination, we will stop providing service and access to Our Platform, and you will stop all use of Our Platform. Upon termination we may automatically charge your credit card, all unpaid fees without prior notice to you. We may also suspend your usage upon 3 days’ notice to you if any undisputed payment due to Nursa is over 30 days past due, and such failure to pay will be considered a breach of these terms. We will not suspend service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If your service is suspended for non-payment, we may charge a re-activation fee. You will also promptly reimburse us for any expenses of collection, including costs, disbursements, and reasonable legal fees we incur, to the extent necessitated by your refusal to pay amounts that you are not disputing in good faith.

Even after termination of this agreement, Sections II and III above, and Sections V, VI, VII, VIII, and IX below remain the rights of Nursa to use and enforce.

V. This is our really boring – but very important Limitation of Liability

We (That is all of us at Nursa, officers, directors, employees, representatives, affiliates, and providers) will not be responsible or liable for (a) any damages to or viruses that may infect your computer equipment or other property as the result of your access to Our Platform, your downloading of any content from Our Platform or your use of Our Platform (b) any injury, death, loss, claim, act of God, accident, delay, or any direct, special, exemplary, punitive, indirect, incidental or consequential damages of any kind (including without limitation lost profits or lost savings), whether based in contract, tort, strict liability or otherwise, that arise out of or is in any way connected with: (i) any use of Our Platform, or our content; (ii) any failure or delay (iii) the performance or non-performance by us. Some states do not allow the limitation of liability, so the limitations above may not apply to you if you reside in an applicable state.

Nursa expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and security and accuracy, as well as all warranties arising by usage of trade, course of dealing, or course of performance. Nursa makes no warranty, and expressly disclaims any obligation, that: (a) Our Platform will meet your requirements or will be available on an uninterrupted, timely, secure, or error-free basis; (b) the content will be up-to-date, complete, comprehensive, accurate or applicable to your circumstances; (c) the results that may be obtained from the use of Our Platform or any services offered through Our Platform or (d) the quality of any products, services, information, or other material obtained by you through Our Platform will meet your expectations.

VI. This part is for our protection

Subject to these terms, you will defend, indemnify and hold us, and each of our officers, directors, employees and agents, harmless from and against any claim, cause of action, liability, expense, loss or demand, including without limitation reasonable legal and accounting fees, arising out of, or in any way connected with your breach of these terms or the agreements made part of these terms by reference, your use of or access to Our Platform.

You cannot and will not under any circumstance authorize, permit, or invite any third party to: (a) allow anyone other than registered users to access and use Our Platform; (b) use any robot, spider, scraper or other automated and/or technical means or interface not provided through authorized channels by us to access Our Platform or extract data or gather or use information (c) impersonate or misrepresent your affiliation with any person or entity – this means that you under no circumstances can pretend you are Superman (or anyone else whom you are not) on Our Platform or in your conversations with any of us here at Nursa; (d) reverse engineer any licensed software, application, or any other aspect of Our Platform or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any area, content or code of Our Platform; or take any action which might impose a significant burden (as determined by us) on Our Platform’s infrastructure, systems, or otherwise interfere with the ordinary operation of Our Platform; (e) remove or modify any proprietary marking or restrictive legends placed on the Platform; (f) frame any part of Our Platform, or link to Our Platform, or otherwise represent that you have a relationship to us or that we have endorsed you or your content for any purpose except as expressly permitted in writing by us to you; (g) use the Platform in violation of any Applicable Law or for any purpose not specifically permitted in these terms.

If at any time we consider that you are acting in a manner which is in breach of these terms, we may in our sole discretion, and with no prior notice to you, take whatever action is necessary to reconcile breaches of these terms. Should a loss of Nursa revenue be discovered, you agree to return that lost revenue immediately, and in full as determined by us.

VII. Additional terms applicable to Clinicians

As a Clinician, these additional terms apply to your use of Our Platform. You agree that no employment, agency or independent contractor relationship is established between you and Nursa. Additionally, you agree that no employment or agency relationship is established between you and the Listing Facility. You are an independent contractor to the Listing Facility unless required by applicable State laws governing employment.

As a Clinician, you will receive payment for your provision of services provided on a regular basis determined by Nursa.

Nursa does not and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your acts or omissions. You retain the sole right to determine when, where, and for how long you will utilize Our Platform. You retain the option to apply for or ignore any listing on Our Platform. We shall have no right to require you to : (a) display Nursa’s names, logos or colors; (b) wear a uniform or any other clothing displaying Nursa’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide clinical services or otherwise engage in other business or employment activities.

In addition to the liability and other limitations described in Section V and VII, we expressly disclaim any liability or warranty with respect to (i) the actions and omissions of the Listing Facility, whether resulting from their negligence or willful misconduct or otherwise, or (ii) any payments or other amounts owed to you by the Listing Facility.

VIII. Additional terms applicable to Listing Facilities

As a Listing Facility, we from time to time will enter into separate agreements with you providing additional terms, which we may reference as a staffing agreement (the “Staffing Agreement”). These terms are in addition to any existing Staffing Agreement and nothing herein is deemed to terminate or supersede any terms in the Staffing Agreement. In the event of any direct conflict between the Staffing Agreement and these terms, Nursa retains sole discretion of which terms shall govern.

In the absence of any Staffing Agreement these additional terms apply to your use of Our Platform. In providing Clinicians available to you as a Listing Facility, we agree to make commercially reasonable efforts to provide the documentation for Clinicians you interact with as you outline as required in a compliance list on Our Platform.

You are primarily responsible for maintaining all necessary records, instructions, forms, manuals and other written policies and procedures for efficient and safe performances of the Clinicians services to you and to provide any necessary orientation to the Clinicians. You agree to provide a safe and suitable place for the Clinicians to perform their duties and in compliance with all applicable statutes and ordinances relating to the health and safety of your workplace. You also agree to provide all equipment and supplies necessary for the Clinicians to perform their duties.

As a user of our platform you understand that usage may result in charges to you (“Charges”). Charges for clinical services and other applicable fees, tolls, surcharges, and taxes are set forth on a monthly and market basis. Nursa has the authority and reserves the right to determine and modify pricing by posting applicable pricing terms within our platform during the job creation process, where Listing Facilities can review a price quote. Pricing may vary based on the type of service requested. You are responsible for reviewing the current pricing on Our Platform and you are responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof.

You acknowledge and agree that you have commercially reasonable insurance policies for general public liability, property damage, and professional malpractice insurance.

You agree not to discriminate on the basis of race, color, sex, age, religion, national origin or handicap or any other status protected by federal, state or local laws.

In addition to the liability and other limitations described in Section V and VII, we expressly disclaim any liability or warranty with respect to (i) the actions and omissions of the Clinicians, whether resulting from their negligence or willful misconduct or otherwise, or (ii) their fitness to provide you with the desired services as the Listing Facility.

IX. Pretty much everything else

Nothing contained in these terms will be deemed to constitute either party as the agent or representative of the other party, or both parties as joint ventures or partners for any purpose. You may not assign, delegate or transfer your rights or obligations under these terms. We may assign our rights and duties under these terms without such assignment being considered a change to the terms and without notice to you. We may modify these terms, at any time, by posting notice on Our Platform. Your continued use of Our Platform, following the posting of notice of any modification will be subject to the terms in effect at the time of your use. Please review these terms periodically for changes. If you object to any provision of these terms or any subsequent modifications to these terms or become dissatisfied with Our Platform, in any way, your only recourse is to immediately terminate use of Our Platform and provide us notice within 15 days of any such changes and after any outstanding payment. Other terms and conditions may apply to our services to you through Our Platform. You will observe these other terms and conditions. If we fail to act with respect to your breach or anyone else’s breach on any occasion, we are not waiving our right to act with respect to future or similar breaches. If a court finds any of these terms to be unenforceable or invalid, that term will be enforced to the fullest extent permitted by applicable law and the other terms will remain valid and enforceable. These terms, together with those agreements made a part of these terms by reference (including our Privacy Policy), make up the entire agreement between us relating to your use of Our Platform, and replace any prior understandings or agreements regarding your use of Our Platform. The laws of the State of Utah (USA), without regard to its conflict of laws rules, will govern these terms, as well as your and our observance of them. If you take any legal action relating to your use of Our Platform, or these terms, you agree to file such action only in the state and federal courts located in Salt Lake City, Utah (USA). In any such action we may initiate, the prevailing party will be entitled to recover all legal expenses incurred in connection with the action, including but not limited to costs, both taxable and non-taxable, and reasonable attorney fees. You agree that any disputes, claims and causes of action arising out of or connected with Our Platform and or these terms, will be resolved individually, without resort to any form of class action.
Except for your obligations to pay any sums due hereunder, neither party shall be deemed to be in breach of these terms and agreements.

X. Nursa™ is great thanks to You

We encourage you to share your comments and questions with us, however we may not be able to respond to all of them as quickly as we, or you would like. If we don’t reply don’t take that personal. Be proud of who you are, and what you bring to the table. We’re grateful you’d take the time to make a suggestion that helps make us better as an organization. Please note that we assume no responsibility for reviewing unsolicited ideas for Our Platform like, but not limited to product or advertising ideas, and will not incur any liability as a result of any similarities between those ideas and materials that may appear in future Nursa programs or content. Also, please remember that you are responsible for whatever material you submit, including its reliability, originality, and copyright. Please do not reveal trade secrets or other confidential information in your messages. Any and all rights to materials submitted to us become the exclusive property of Nursa.

You acknowledge that you have read and understood these terms.

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