Welcome to the websites of Care Source PRN and its subsidiaries, including Care Source PRN Corporation (collectively “Care Source PRN”). These Website Terms of Use (the “Terms”) apply to all websites, portals or pages owned or operated by Care Source PRN.
Please read the Terms carefully prior to accessing and using the Care Source PRN Sites.
By accessing and using the Care Source PRN
Sites, you agree on your behalf and on behalf of any entity or person on whose
behalf you are accessing the Care Source PRN Sites (collectively, “You”)
to abide by the Terms. Care Source PRN permits You to use and access the Care
Source PRN Sites for lawful purposes only and only in a manner consistent with
the Terms. Your agreement to the Terms is a condition of Your being granted
access to and use of the Care Source PRN Sites. If You do not agree with the
Terms, You may not access the Care Source PRN Sites and must exit the Care
Source PRN Sites immediately. The Terms apply to all visits and use of the Care
Source PRN Sites, as well as to the content, information, recommendations or
services provided or transmitted on or through the Care Source PRN Sites. By
using and accessing the Care Source PRN Sites, You represent that You are at
least 18 years of age, have the authority to enter these Terms on Your own
behalf and on behalf of the organization or entity on whose behalf You are
using or accessing the Care Source PRN Sites, and all information provided by
You, including, but not limited to Your identity, contact information,
experience, qualifications, available positions, and facility details, is
accurate and current. You shall be responsible for any violation by You, Your
agents or Your employees of the Terms.
Care Source PRN has restricted access to
certain portions of the Care Source PRN Sites, (collectively the “Restricted
Sites”), to users with legitimate Care Source PRN-related business reasons for
using such Restricted Sites who have registered with Care Source PRN or to whom
Care Source PRN has otherwise provided an account, user name or password (the “Registered
Users”). You agree that the entirety of the Restricted Sites, including, but
not limited to their design, source code, databases, content, and data or
materials stored on, generated by, created using, or transmitted through them
shall be considered Confidential Information, as defined below. You agree that
Your use of and access to the Restricted Sites shall be limited only to the
extent such access and use directly relates to or is necessary for an existing
or prospective employment relationship with Care Source PRN or an existing or
prospective business relationship or agreement between You and Care Source PRN
(the “Permitted Uses”).
You agree any user name or password issued to You by Care Source PRN is Confidential Information, as defined below. You agree not to use another Registered User’s user name and password nor to allow any other person, other than Your employees or agents, to use the user name or password issued to You. You are solely responsible for all activity conducted using Your user name or password. You will immediately notify Care Source PRN if You become aware of any loss or theft of Your user name or password or any unauthorized use of Your user name and password. Care Source PRN is not be liable for any loss or damage arising from your failure to comply with these obligations. Care Source PRN reserves the right to delete or change a user name or password at any time and for any reason. You shall be responsible for notifying Care Source PRN if Your relationship with any employee or agent who had access to the Restricted Sites is severed so passwords may be updated or accounts disabled as appropriate in Care Source PRN’s sole discretion.
When accessing or using the Restricted Sites,
you may be able to upload, download, receive, transmit, view, create, enter,
access, post, share, display, or otherwise use or access information,
documents, or other material that is confidential in nature (collectively “Confidential
Information”). Confidential Information includes, but is not limited to: (i)
marketing, job orders, personal identifying information, and other information
relating to Care Source PRN’s business, customers, agents, employees, or
subcontractors or (ii) private or sensitive information relating to healthcare
professionals and other workers provided by Care Source PRN, its affiliates,
agents, or subcontractors, such as personnel, medical, financial,
credentialing, or other compliance documentation or records. You agree to only
use Confidential Information for lawful, Permitted Uses or as otherwise
permitted by law. You agree to limit access to Confidential Information to only
those employees or agents of Yours who reasonably require access to such
information for the Permitted Uses. If You provide any Confidential Information
to Your employees or agents, You shall require all such employees or agents abide
by these Terms as well as any applicable laws or agreements relating such
information. You shall take all necessary precautions to protect the
confidential nature of the Confidential Information, including, without
limitation, all precautions You use with respect to Your own confidential
information.
In the event You or any of Your
representatives are requested or required by any government or governmental
agency or authority (by oral questions, interrogatories, requests for
information or documents, subpoena, civil investigative demand, any informal or
formal investigation by any government or governmental agency or authority or
otherwise) to disclose any of the Confidential Information, You will notify
Care Source PRN promptly in writing so that Care Source PRN may at seek a
protective order or other appropriate remedy or, in Care Source PRN’s sole discretion, waive
compliance with the confidentiality terms. You agree not to oppose any action
by Care Source PRN to obtain a protective order or other appropriate remedy. In
the event that no protective order or other remedy is obtained or Care Source
PRN waives compliance with the terms of this Agreement, You agree to furnish
only that portion of the Confidential Information, which You are advised is legally
required.
If You discover or are notified of a breach
or potential breach of security with respect to any Confidential Information
provided or made available by Care Source PRN, You shall immediately: (i)
notify Care Source PRN of such breach or such potential breach as the address
specified below, (ii) immediately investigate such breach or such potential
breach and inform Care Source PRN of the results of such investigation, and
(iii) assist Care Source PRN as reasonably necessary to enforce Care Source PRN’s rights and to enable
Care Source PRN to comply with any state or federal law requiring the provision
of notice of any security breach with respect to the breach.
Notwithstanding any other provision of this
Agreement, Confidential Information shall not include any information, data,
material, document, patent or idea, which: (i) is within the public domain
prior to the time of disclosure or thereafter becomes within the public domain
other than as a result of disclosure by You or Your representatives in
violation of this Agreement; (ii) was, on or before the date of disclosure in
Your possession, as shown by You, unless it was acquired by You from a third
party who was under an obligation of confidentiality Care Source PRN; (iii) is
acquired by You from a third party not under an obligation of confidentiality
to Care Source PRN; or (iv) was independently developed by the You without the
use of Confidential Information or other breach of these Terms.
Care Source PRN hereby grants You with the
limited and revocable license to access and use the Care Source PRN Sites in
accordance with these Terms. You expressly acknowledge and agree that Care
Source PRN transfers no ownership, intellectual property interest, or title in
or to the Care Source PRN Sites, the Confidential Information, or any
information or data contained therein to You or anyone else. All text,
graphics, user interfaces, visual interfaces, photographs, sounds, artwork,
computer code (including html code), programs, software, products, information,
and documentation as well as the design, structure, selection, coordination,
expression, “look and feel,” and arrangement of any
content contained on or available through the Care Source PRN Sites, unless
otherwise indicated, are owned, controlled, or licensed by Care Source PRN. You
may not copy, store, reproduce, transmit, distribute, display, rent, lease,
sell, modify, alter, license, sublicense, or commercially exploit the Care
Source PRN Sites, Care Source PRN’s name, Care Source PRN’s logo, Care Source PRN’s marks, or any other data or information
provided on or through the Care Source PRN Sites in any manner or use use the
Care Source PRN Sites in any manner not expressly permitted by the Terms.
Your unauthorized use of the Care Source PRN
Sites, Confidential Information, Care Source PRN logos, names, or marks, or any
other information or data contained therein may violate intellectual property
or other proprietary rights laws as well as other laws, regulations, and
statutes.
You agree to abide by all applicable local,
state, national, and international laws and regulations with respect to Your
use of the Care Source PRN Sites or any Confidential or other information
obtained using the Care Source PRN Sites. The Terms are also subject to any
applicable export laws, orders, restrictions, or regulations. You shall not
export the Care Source PRN Sites or access or use thereto without complying
with such laws, orders, restrictions, or regulations
You may not use the Care Source PRN Sites to
send, upload, share, email, post, publish, edit, modify, or otherwise transmit
material or information, or use information obtained through the Care Source
PRN Sites, in any manner that: (i) violates any applicable law or regulations;
(ii) is false or misleading; (iii) is defamatory, offensive, obscene,
harassing, or discriminatory, including on any basis protected by applicable
federal, state or local law; (iv) violates or infringes on the intellectual
property or privacy rights of any other person, including but not limited to
rights arising from copyrights, trademarks, patents, or a person’s likeness; (v)
constitutes unsolicited marketing efforts, including “junk email” “spam” or
chain letters’; (vi) interferes with
or disrupts the performance of the Care Source PRN Sites or servers or systems
used to host or operate the Care Source PRN Sites, or of Care Source PRN, or of
other users of the Care Source PRN Sites; or (vii) attempts to circumvent or
misuse the user authentication or security measures of the Care Source PRN
Sites.
By sending, uploading, sharing, emailing,
posting, publishing, editing, modifying, or otherwise transmitting content to the
Care Source PRN Sites or submitting any content to or through the Care Source
PRN Sites or to Care Source PRN relating to the Care Source PRN Sites
(including, documentation, feedback), you automatically grant (or warrant that
the owner of such rights has expressly granted), Care Source PRN a worldwide,
perpetual, royalty-free, irrevocable, nonexclusive right and license to use,
reproduce, modify, adapt, publish, transmit and distribute such content on in
any form, medium, or technology now known or later developed, including, but
not limited to, the Care Source PRN Sites. In addition, You warrant that all
so-called moral rights in the content have been waived. Care Source PRN assumes
no responsibility for the deletion of or failure to store any posting, transmission,
documents or information stored or submitted on the Care Source PRN Sites.
Notwithstanding the foregoing, or section 14(h) below, this section is not
intended to and does not supersede any applicable laws or separate written
agreements between You and Care Source PRN that are signed by the CEO of Care
Source PRN, to the extent such laws or agreements restrict or govern Care
Source PRN’s use
of confidential information provided by You to Care Source PRN as part of a
business transaction.
Care Source PRN is not responsible for
screening, policing, editing, or monitoring your or another Registered User’s transmissions,
submissions, and postings. Accordingly, Care Source PRN encourages its
Registered Users to use reasonable discretion and caution in submitting or
reviewing any transmission or posting. Moreover, Care Source PRN does not make
any representation with respect to, nor does it endorse the accuracy,
completeness, timeliness, or reliability of any advice, opinion, statement, or
other material displayed, uploaded, or distributed by You or any other
Registered User. Nevertheless, Care Source PRN reserves the right to delete or
take other action with respect to transmissions or postings (or parts thereof)
that Care Source PRN believes in good faith violate the Terms and/or are, or
are potentially, unlawful or harmful to Care Source PRN or its products,
services, and goodwill.
1. Your use of the Care Source PRN Sites may
be monitored, including to monitor usage levels, collect data and information,
and to ensure compliance with applicable laws and agreements. Accordingly, if
You access the Care Source PRN Sites you acknowledge and consent to Care Source
PRN’s
monitoring, collection and use practices. Please see Care Source PRN’s Privacy Policy for a
summary of its practices in this regard.
It is the policy of Care Source PRN to take
appropriate actions under the Digital Millennium Copyright Act under U.S.
Copyright Law and other applicable intellectual property laws. If you become
aware of transmissions or postings that violate these rules or believe your
copyrighted work has been inappropriately use or made accessible through the
Care Source PRN Sites, please notify Care Source PRN in writing, as provided
below.
Care Source PRN may provide links, in its
sole discretion, to other sites on the World Wide Web for your convenience in
locating or accessing related information, products, and services. These sites
have not necessarily been reviewed by Care Source PRN and are maintained by
third parties over which Care Source PRN exercises no control. Accordingly,
Care Source PRN expressly disclaims any responsibility for the content, the
materials, the accuracy of the information, and/or the quality of the products
or services provided by, available through, or advertised on these third-party
Web sites. Moreover, these links do not imply an endorsement with respect to
any third party or any Web site or the products or services provided by any
third party.
THE Care Source PRN SITES AND ALL
INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON OR
THROUGH THE Care Source PRN SITES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR
OTHER INACCURACIES. Care Source PRN MAY MAKE MODIFICATIONS AND/OR CHANGES IN
THE Care Source PRN SITES OR IN THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE,
AND MATERIALS AVAILABLE ON THE Care Source PRN SITES AT ANY TIME AND FOR ANY
REASON. YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE
INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE Care Source PRN
SITES. Care Source PRN MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS
THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS,
RELIABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, SERVICES, PROGRAMS, AND
MATERIALS AVAILABLE ON THE Care Source PRN SITES FOR ANY PURPOSE. Care Source
PRN EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY INCLUDING, BUT NOT LIMITED
ANY IMPLIED WARRANTIES UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT
AS ENACTED BY ANY STATE. Care Source PRN ALSO MAKES NO REPRESENTATION OR
WARRANTY THAT THE Care Source PRN SITES WILL OPERATE ERROR FREE OR IN AN
UNINTERRUPTED FASHION OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM
THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU
UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO
ANY DEFECT IN OR DISSATISFACTION WITH THE Care Source PRN SITES OR ANY
INFORMATION THEREIN IS TO CEASE USE OF THE Care Source PRN SITES.
MOREOVER, IN NO EVENT SHALL Care Source PRN
BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR RELATED TO THE USE OF OR ACESS TO THE Care Source PRN
SITES OR WITH THE DELAY OR INABILITY TO USE THE Care Source PRN SITES WHETHER
BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF Care Source
PRN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME
STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.
NOTWITHSTANDING THE FOREGOING, TOTAL
LIABILITY OF Care Source PRN FOR ANY REASON WHATSOEVER RELATED TO YOUR USE THE
USE OF OR ACESS TO THE Care Source PRN SITES AND ALL INFORMATION AND SERVICES
THEREIN, OR WITH THE DELAY OR INABILITY TO USE THE Care Source PRN SITES,
INFORMATION OR SERVICES THEREIN SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY/TO
YOU TO/FROM Care Source PRN IN CONNECTION WITH THE SUBJECT MATTER OF THE
PARTICULAR DISPUTE DURING THE THREE MONTHS PRIOR TO THE ACT GIVING RISE TO THE
DISPUTE
You agree to defend, indemnify, and hold
harmless Care Source PRN, its affiliates, officers, directors, employees,
agents, licensors, clients, subcontractors, and harmless from and against any and
all claims, damages, losses, liabilities, costs, and expenses (including
attorneys’ fees)
relating to or arising from: (i) Your use of the Care Source PRN Sites, (ii)
Your violation of the Terms; (iii) Your violation of any third party rights
relating to or arising out of Your use of the Care Source PRN Sites, or (iv)
Your violation of any law or regulation relating to or arising out of Your use
or access to the Care Source PRN Site
The Terms shall take effect immediately upon:
Your access to or use of the Care Source PRN Sites after the Terms are posted,
or if you have executed a separate agreement incorporating or referencing these
Terms, the effective date of such agreement. The Care Source PRN Sites are
provided as a convenience to assist Care Source PRN in conducting its business.
Care Source PRN reserves the right to modify, change, or disable the Care
Source PRN Sites or Your use of or access to the Care Source PRN sites, at any
time with or without notice. Care Source PRN shall not be liable for damages in
connection with such terminations, disabling, modifications, or changes.
In addition, Care Source PRN reserves the
right to modify or terminate the Terms and Privacy Policy at any time upon
reasonable notice to You. You agree that Care Source PRN may provide reasonable
notice of such modifications by posting the new or modified terms (the “Modified
Terms”) on the Care Source PRN Sites and specifying an effective date that is
at least 10 days after the date the Modified Terms are initially posted. You
agree that if You continue to use the Care Source PRN Sites without written
objection to Care Source PRN after the effective date of the Modified Terms,
You shall be considered to have accepted the Modified Terms as of the effective
date stated therein. Such Modified Terms shall apply prospectively only; in the
event of termination or Modified Terms becoming effective, these Terms shall
survive as they relate to any pre-termination or pre-modification use, access,
actions, or omissions, unless otherwise agreed to by the parties.
You may terminate the Terms at any time by
ceasing to use the Care Source PRN Sites, and if You are a Registered User, by
notifying Care Source PRN of your desire to terminate Your account. Upon
termination, You must destroy all copies of Confidential Information in your
possession, custody or control, except that You may be permitted to obtain a
copy of certain Confidential Information to the extent permitted in writing by
Care Source PRN or where You are legally required to retain such records.
All notices, requests, demands or other
communications to Care Source PRN required under this Agreement shall be made
in writing and shall be deemed to have been duly given on the second day after
mailing if mailed to the address below by certified mail, postage prepaid or
via overnight carrier with delivery confirmation, and properly addressed to:
Care Source PRN Corporation
Attn: Legal Department
1014 Brookwood Valley NE
Atlanta, GA 30309
Care Source PRN may provide notice to You by
posting on the Care Source PRN Sites or otherwise contacting You at any last
known email or mailing address.
•
The Terms and any
claims arising out of or relating to the Terms or Your use of the Care Source
PRN Sites shall be construed in accordance with and subject to the laws of the
State of California, without reference to its conflict of law principles. You
hereby consent to the exclusive personal jurisdiction in any state or federal
court or arbitral forum located in San Diego, California. If any provision of
this Agreement is held to be invalid, void or unenforceable, all other
provisions shall remain valid and be enforced and construed as if such invalid
provision were never a part of this Agreement. The parties hereto agree that
this Agreement will be governed by and construed in accordance with the laws of
the State of Georgia without reference to its choice of law rules and as if
wholly performed within the State of Georgia. Unless otherwise provided herein,
any dispute, controversy or claim arising out of or relating to this Agreement
shall be submitted to binding arbitration before the office of Judicial
Arbitration and Mediation Services (“JAMS”) located in Atlanta, Georgia, as
the exclusive remedy.
•
You acknowledge
that any breach, threatened or actual, of the Terms will cause irreparable
injury to Care Source PRN, such injury would not be quantifiable in monetary
damages, and Care Source PRN would not have an adequate remedy at law. You
therefore agree that Care Source PRN shall be entitled, in addition to other
available remedies, to seek and be awarded an injunction or other appropriate
equitable relief from a court of competent jurisdiction restraining any breach,
threatened or actual, of your obligations under any provision of the Terms.
Accordingly, You hereby waive any requirement that Care Source PRN post any
bond or other security in the event any injunctive or equitable relief is
sought by or awarded to Care Source PRN to enforce any provision of the Terms.
•
You may not assign
Your rights or obligations to any other person or entity without Care Source
PRN’s prior written consent.
•
No waiver, delay or
failure by Care Source PRN with respect to any right or provision under the
Terms shall be deemed a waiver of any other provision, or constitute a
continuing waiver.
•
If any provision
(or part thereof) contained in the Terms is determined to be void, invalid, or
otherwise unenforceable by a court of competent jurisdiction or on account of a
conflict with an applicable government regulation, such determination shall not
affect the remaining provisions (or parts thereof) contained herein and the
illegal, invalid, or unenforceable clause shall be modified in compliance with
applicable law in a manner that most closely matches the intent of the original
language.
•
No joint venture,
partnership, employment, or agency relationship exists between you and Care
Source PRN as result of the Terms or your utilization of the Care Source PRN
Sites.
•
The heading the
Terms are for convenience of reference only and are not to be considered in
construing this Agreement.
• The Terms represent the entire agreement between You and Care Source PRN with respect to use of the Care Source PRN Sites, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Care Source PRN that govern Your use of or access to the Care Source PRN Sites. No amendments to this Agreement may be made except by a written agreement signed by both the parties. However, in the event You are or were an employee of Care Source PRN, the terms of any employment policies or written agreements signed with the requisite authority from Care Source PRN’s CEO relating to Your employment with Care Source PRN (including any arbitration agreements) shall control to the extent deemed inconsistent with the Terms.
