LAST UPDATED: 10/18/2018

This website and its services are provided by MedNasc LLC (“MedNasc”, “we”, “us”, or “our”). This Terms of Service Agreement (this “Agreement”) is a binding legal contract between MedNasc and you (and any entity on whose behalf you are accessing or using this Website) (“you” or “your”). This Agreement governs your access to, and use of, the website at mednasc.com (the “Website”) and the job matching services provided on the Website (the “Services”).

The Website and Services are intended to facilitate matches between hospitals, medical groups, and other employers (collectively, “Hiring Entities”) and doctors or other medical professionals (collectively, “Candidates”).

Please read this Agreement carefully. By checking the acceptance box when you create your account, or otherwise accessing or using this Website, you confirm your acceptance to this Agreement. If you are not willing to be bound by this Agreement, do not complete your registration for this Website or otherwise use or access this Website. The Website and Services are intended for adults, and you may not use the Website or Services if you are under the age required to enter into binding legal contracts.

MedNasc may update or amend this Agreement at any time by posting a revised version on the Website. Your continued use of this Website will be considered acceptance of the then-currently posted version of this Agreement.

REGISTRATION AND USER INFORMATION

To use the Services as or for either a Hiring Entity or a Candidate, you will be required to register a user account. Registration of your account is free. If you register an account, you represent and warrant that: (i) the information you provide while registering will be true, complete, and accurate; (ii) you will update such information from time to time as necessary to ensure it remains complete and accurate; (iii) you are over the age of 18; (iv) you have all right and authority to provide any information you submit; and (v) you will not impersonate or create an account on behalf of any other person or a false identity. You will only create one user account. You will maintain the confidentiality of your passwords for your account, and you will be solely and fully responsible for all activities and content generated under your account. In no event will MedNasc be responsible for any problems or liability that may arise because of inaccurate and incomplete information you submit. Our collection, use, and disclosure of any personal information you provide through the Website is governed by this Agreement. We may offer you the option to register or import information using your accounts on third-party social media platforms such as Facebook or LinkedIn; if you choose to do so you agree that we may review and import information from such accounts. Any personal information submitted via the Website is subject to our then-current Privacy Policy, available at https://mednasc.com/privacy-policy/.

RULES OF CONDUCT FOR USERS

In using the Website or Services, you will not: (i) transmit any defamatory, scandalous, vulgar or obscene, indecent, pornographic, sexually explicit or suggestive, racially, culturally, or ethnically offensive, harmful, harassing, abusive or otherwise improper or discriminatory information, content, or materials; (ii) infringe, violate or misappropriate the intellectual property or other proprietary rights, rights of publicity or privacy or any other rights of MedNasc, or of any other person or entity worldwide; (iii) transmit to MedNasc or any third parties any viruses or other harmful, disruptive, or malicious computer code, or any junk e-mail, chain letters, duplicative or unsolicited messages, surveys, contents, pyramid schemes, or so-called “spamming” and “phishing”; (iv) seek to interfere with the operation of the Website or Services or any person’s or entity’s use and enjoyment thereof; (v) take any actions that affect MedNasc adversely or reflect negatively on MedNasc, any of its goodwill, name or reputation; (vi) create a false identity or account for any purpose; (vii) use any robot, bot, spider, or other automatic or manual device or process to monitor, post or copy any pages on the Website or any Content (as defined below); or (viii) otherwise act in any unlawful manner in connection with the Website or Services. You are responsible for your own compliance with this Agreement as well as that of any individuals who access the Website or Services on your behalf.

We reserve the right to terminate your access to the Website and/or Services at any time, without notice, for any reason whatsoever (including any violation of this Agreement) or no reason at all. We will not be liable in any way for such termination of access.

If you are a Hiring Entity and you engage a Candidate, or if you are a Candidate and you are engaged by a Hiring Entity, you must promptly notify us accordingly and provide the relevant information we request, which will include at a minimum the applicable start date and compensation.

ADDITIONAL REQUIREMENTS FOR HIRING ENTITIES

If you use the Website or Services on behalf of a Hiring Entity, the terms and conditions in this section apply to use in addition to the terms and conditions in the remainder of this Agreement. Hiring Entities may be required to execute a separate written agreement with MedNasc before being given the ability to list job postings on the Website or Services.

You are solely responsible for the content and accuracy of any job postings you submit. You acknowledge and agree that MedNasc is not responsible for ensuring the qualifications of or otherwise vetting any Candidates, including running and background checks, drug screening, or other diligence on such Candidates. MedNasc merely suggests potential matches based on the content of the job postings submitted by you and the information provided by Candidates; you agree and you are solely responsible for ensuring the qualification of any Candidates prior to engaging such Candidates.

While registering for the Website and Services is free, MedNasc charges Hiring Entities a listing fee (per job posting) and a finder’s fee (per Candidate hired or engaged), in accordance with the then-current pricing listed on the Website and Services or as otherwise set forth in a separate signed agreement between the Hiring Entity and MedNasc (collectively, the “Fees”). You will incur a listing fee for every job posting you publish through the Website or Services (regardless of whether it is successful) and a finder’s fee for any Candidate hiring or engagement that takes place within twelve months’ from you being presented the applicable Candidate through the Website or Services. In the event of any dispute between you and MedNasc as to whether a Fee is owed for a particular Candidate engagement, we reserve the right to request and review all relevant information before making a determination as to the applicability of a Fee, which determination shall be made in our sole discretion. You will pay any Fees that accrue within 30 days from the date of MedNasc’s invoice. MedNasc will charge, and you will pay, interest on any overdue amounts at a rate of 18% per annum (or the greatest amount allowed under applicable law, whichever is less). MedNasc may change its Fees and payment terms at any time by updating the corresponding information on the Website or Services.

You are solely responsible for all aspects of your engagement with any Candidates, including the terms of employment and provision of any applicable compensation and benefits.

WITH REGARDS TO ANY CANDIDATE THAT WAS IDENTIFIED THROUGH THE WEBSITE OR SERVICES WITHIN THE PAST TWELVE MONTHS, IN NO EVENT WILL YOU ATTEMPT TO SOLICIT OR ENGAGE SUCH CANDIDATE OUTSIDE OF THE SCOPE OF THE WEBSITE OR SERVICES OR OTHERWISE ATTEMPT TO CIRCUMVENT THE WEBSITE OR SERVICES OR THE ASSOCIATED FEE. IN THE EVENT THAT YOU ENGAGE SUCH A CANDIDATE IN SUCH A MANNER, YOU AGREE TO PAY TO MEDNASC, AS LIQUIDATED DAMAGES AND NOT A PENALTY, AN AMOUNT EQUAL TO 50% OF SUCH CANDIDATE’S EXPECTED ANNUAL SALARY OR OTHER COMPENSATION FOR THE FIRST YEAR OF THEIR ENGAGEMENT WITH YOU.

OWNERSHIP AND LICENSE

As between you and MedNasc, all information, data, specifications, text, communications, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code, and any other content contained in this Website and the Services (individually and collectively, “Content”) is owned by MedNasc or its licensors (excluding only User Content you provide). The Content is protected by trade dress, copyright, patent, and trademark laws, and various other intellectual property rights (individually and collectively, “IP Rights”).

We hereby grant you a non-exclusive, non-transferable, non-sublicensable, revocable and limited license to access and use this Website and the Services and Content in accordance with all applicable laws, rules and regulations, this Agreement, and any of our policies. This license does not include any right for, and you will not engage in any activity relating to: (i) the resale of the Website, Services, or Content or use thereof in a service bureau context; (ii) any use of data mining, robots, or similar data gathering and extraction tools; or (iii) any activity competitive to MedNasc or any of our licensors. Certain features of this Website may allow you to download information or materials from this Website and print out a hard copy for internal business purposes, provided that you keep intact and do not remove or alter any copyright or other notice contained in such information or materials. Such downloadable and/or printable information or materials constitutes Content under this Agreement and is subject to the terms and conditions herein.

Except as otherwise expressly stated herein, you will not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any Content, in whole or in part, in any manner, without our prior written consent. As between the parties, we retain all right, title, and interest in the Website, Services, and Content, including any and all IP Rights in any of the foregoing.

USER CONTENT

User Content” means any Content that you submit, upload, or communicate to us, which may include information you provide when registering your account or completing your profile or submitting job postings and applications, and any feedback or suggestions regarding the Website and Services, together with any IP Rights in any of the foregoing (including without limitation your logos, service marks, and trademarks). We have the right, but not the obligation, to supervise, review and/or remove User Content as we deem appropriate, in our sole discretion, for any or no reason. In no event will MedNasc have any obligation or liability to you for failure to do so or for doing so in any particular manner.

By submitting any User Content, you represent and warrant that you have all right, title, and authority to submit such User Content. You hereby grant MedNasc and its affiliates and licensees a perpetual, irrevocable, worldwide, transferable, sub-licensable, royalty-free, to reproduce, distribute, transmit, publicly perform and display, create derivative works from, and otherwise use and exploit your User Content in any manner for any purpose (including commercial purposes). Without limiting the generality of the foregoing, you acknowledge and agree that User Content you provide us may be disclosed to third parties or publicly posted, and we may use any feedback or suggestions you provide without any credit or compensation to you.

Once User Content is submitted, you will have no right to prohibit, restrict, revoke or terminate any of the rights granted to us. You are not entitled to and you will not receive any compensation or other consideration for User Content or any use thereof, whether in whole or in part. You understand and agree that any use of User Content by us will not require any prior consent or approval prior to use. You hereby release each of MedNasc from any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits that you may or can have in connection with User Content, including, without limitation, any and all liability for any use or nonuse of User Content, claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss.

We may freely use and disclose personal information that has been aggregated or otherwise anonymized such that it cannot reasonably be used to identify you.

THIRD PARTY CONTENT

The Website and Services may include Content provided by third parties (including User Content submitted by other users). You acknowledge and agree that MedNasc has no editorial control or responsibility over any such third-party Content and that any opinions, statements, goods, products, services or other information expressed or made available by third parties on this Website are those of such third parties. We do not represent or endorse the accuracy or reliability of any opinion, statement, or other information or Content provided by any third party or user.

LINKS TO AND FROM THIRD-PARTY WEBSITES

This Website may enable you to receive third-party services, or contain links to third-party websites, not under our control or operation (“Third-Party Sites and Services”). We facilitate or provide links to Third- Party Sites and Services as a convenience on an “as is” basis, and we do not endorse nor are we responsible for the contents of any Third-Party Sites and Services. In no event does MedNasc accept any liability for any information, products, advertisements, content, services or software accessible through any Third-Party Sites and Services or for any action or inaction you take or fail to take as a result of linking to any such Third-Party Sites and Services. We are under no obligation to maintain any link on this Website and may remove a link at any time in our sole discretion for any reason whatsoever. In no event will we be responsible or liable for, directly or indirectly, and you hereby fully release MedNasc, its affiliates, and each of their respective directors, officers, employees, representatives, agents, successors and assigns from, any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on any content, products, services or other materials available on or through any Third- Party Sites and Services. Any Third-Party Sites and Services are likely to set forth specific terms of use and privacy policies that you should review. We are not responsible for the privacy practices of any Third- Party Sites and Services.

CONFIDENTIALITY

Confidential Information” means any non-public information disclosed or made available by MedNasc to you in connection with the Website or Services, and includes any login credentials for your user account as well as any Content that is not available without logging in as a user. You will only use our Confidential Information to exercise your rights and perform your responsibilities under this Agreement, and you will only disclose Confidential Information to your employees and service providers who have a need to know such Confidential Information and who are bound by obligations of confidentiality with regards to such information. You will keep the Confidential Information in strict confidence using no less than a reasonable degree of care. You will maintain commercially reasonable technical, physical, and administrative measures to protect the Confidential Information (including without limitation any personal information relating to third parties). You will not reproduce or distribute any third-party User Content (including job postings and Candidate profiles or qualifications).

DISCLAIMER

MEDNASC OFFERS THE WEBSITE AND SERVICES MERELY AS A PLATFORM TO FACILITATE MATCHING BETWEEN HIRING ENTITIES AND CANDIDATES. MEDNASC DOES NOT ACT AS AN AGENT FOR EITHER HIRING ENTITIES OR CANDIDATES. ANY ENGAGEMENT BETWEEN HIRING ENTITIES AND CANDIDATES IS SOLELY BETWEEN SUCH PARTIES, AND MEDNASC WILL IN NO EVENT (1) BE PARTY TO SUCH ENGAGEMENT OR ANY RELATED AGREEMENTS BETWEEN SUCH PARTIES (2) HAVE ANY LIABILITY IN CONNECTION WITH SUCH ENGAGEMENTS OR AGREEMENTS OR (3) HAVE ANY RESPONSIBILITY TO ENFORCE SUCH AGREEMENTS. YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH ANY OTHER USERS OF THE WEBSITE AND SERVICES, INCLUDING ANY HIRING ENTITIES AND CANDIDATES.

THIS WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDNASC AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY), INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT , MERCHANT ABILITY , AND FITNESS FOR A P ARTICULAR PURPOSE WITH RESPECT TO THIS WEBSITE, CONTENT, AND SERVICES. WITHOUT LIMITING THE FOREGOING, MEDNASC AND ITS SUPPLIERS AND LICENSORS DO NOT PROMISE OR WARRANT TO YOU THAT THE WEBSITE OR SERVICES WILL MEET YOUR NEEDS OR OBTAIN FOR YOU ANY PARTICULAR RESULTS, OR THAT ANY ASPECT OF THE WEBSITE, CONTENT, OR SERVICES WILL WORK PROPERLY, OPERATE ERROR-FREE, OR WILL BE AVAILABLE CONTINUOUSLY. THE AVAILABILITY, APPEARANCE OR YOUR USE OF ANY URLS OR HYPERLINKS REFERENCED OR INCLUDED ANYWHERE ON THIS WEBSITE OR ANY OTHER FORM OF LINK RE-DIRECTION OF YOUR CONNECTION TO, WITH OR THROUGH THIS WEBSITE, DO NOT CONSTITUTE AN ENDORSEMENT BY, NOR DO THEY INCUR ANY OBLIGATION, RESPONSIBILITY OR LIABILITY ON THE PART OF MEDNASC, ANY OF ITS AFFILIATES, AND EACH OF THEIR SUCCESSORS AND ASSIGNS. MEDNASC DOES NOT HAVE A RESPONSIBILITY TO VERIFY , AND DOES NOT ENDORSE OR HAVE ANY RESPONSIBILITY FOR ANY THIRD-PARTY SITES AND SERVICES, THEIR BUSINESS PRACTICES (INCLUDING THEIR PRIVACY POLICIES), OR ANY GOODS OR SERVICES ASSOCIATED WITH OR OBTAINED IN CONNECTION WITH SUCH THIRD-PARTY SITES AND SERVICES. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND USE OF ANY SUCH CONTENT. THE CONTENT, PRODUCTS AND/OR SERVICES ON OR THROUGH THE WEBSITE MAY BE OUT OF DATE, AND NEITHER WE NOR ANY OF OUR AFFILIATES MAKE ANY COMMITMENT OR ASSUME ANY DUTY TO UPDATE SUCH CONTENT AND/OR PRODUCTS AND SERVICES.

MEDNASC WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES, OR FAILURE TO PERFORM, DUE TO CAUSES BEYOND MEDNASC’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION ACTS OF GOD, DISRUPTION OF COMMUNICATIONS, OR YOUR OR A THIRD PARTY’S ACTS OR OMISSIONS.

INDEMNIFICATION

You will defend, indemnify and hold MedNasc, its affiliates, and each of their respective shareholders, officers, directors, agents, employees and representative and licensors (each, an “Indemnitee”) harmless from and against any losses, damages, liabilities, judgments, awards, penalties, interest, fines, costs, fees or expenses of whatever kind (including reasonable attorneys’ and professional fees), incurred by any Indemnitee arising out of or resulting from any claim, demand, suit, action, allegation, or any other proceeding arising from or relating to: (i) your use of and access to the Website; (ii) your User Content; (iii) your violation of this Agreement; (iv) your access to or use of any Third-Party Sites and Services; and (v) any dealings between you and any third parties (including other users) relating to the Website or Services. This indemnification obligation will survive the termination of your MedNasc account and this Agreement.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR SUPPLIERS OR LICENSORS (A) BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER ARISING (INCLUDING NEGLIGENCE), OR (B) BE LIABLE TO YOU FOR ANY CLAIMS ARISING FROM OR RELATING TO YOUR USE OF THIS WEBSITE OR THE SERVICES IN ANY AMOUNT. YOU ACKNOWLEDGE AND AGREE THA T THE LIMIT A TIONS OF LIABILITY , DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL, PARTIAL AND/OR FUNDAMENTAL BREACH OF THIS AGREEMENT) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. IF THE ABOVE LIMITATIONS ARE NOT FULLY ENFORCEABLE UNDER APPLICABLE LAW, THEN TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR SUPPLIERS OR LICENSORS BE LIABLE TO YOU FOR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY YOU TO US FOR THE APPLICABLE SERVICES IN THE PAST TWELVE MONTHS OR $100 USD, WHICHEVER IS GREATER. YOU MAY NOT BRING OR INSTITUTE ANY CLAIM, ACTION, OR PROCEEDING AGAINST US OR OUR LICENSORS OR SUPPLIERS MORE THAN TWELVE MONTHS AFTER THE CAUSE OF ACTION ARISES.

TERMINATION

MedNasc may delete your User Content, suspend your account or access to the Website and Services, or terminate your account or such access, for any or no reason at any time. Your license to use the Website and Services will automatically terminate if you violate this Agreement in any way. We may also modify or discontinue providing this Website, the Services, or any part thereof with or without cause and with or without notice. We may use any technological, legal, operational or other means available to us to enforce the provisions of this Agreement, including, without limitation, blocking specific IP addresses or deactivating your registration on the Website or Services. We will not be liable to you or to any third party for any termination of your access to or use of this Website or Services or for any modification to or termination of this Website or the Services.

NOTICES

Any notices to you from us regarding the Website or this Agreement will be posted on this Website or made by e-mail or regular mail as we determine, in our sole discretion.

ENTIRE AGREEMENT

This Agreement and other policies we may post on this Website constitute the entire agreement between us and you in connection with the subject matter hereof, and supersede any prior and contemporaneous oral, written or electronic agreements between us and you regarding the subject matter hereof, including but not limited to prior versions of this Agreement.

GOVERNING LAW; VENUE; COMPLIANCE

This Agreement is governed by the laws of the State of New Jersey without regard to any conflicts of law provisions. Any legal proceedings arising from or relating to this Agreement will be brought exclusively in the federal or state courts in the State of New Jersey and the parties hereby consent to the personal jurisdiction and venue of such courts. The section headings are for convenience and do not have any force or effect.

You will comply with all United States export control laws and executive orders in your access and use of this Website and the Services. Without limiting the foregoing, you will not export or re-export any personal computer system, part, technical data or sub-elements of this Website or Agreement, directly or indirectly, to any destinations prohibited by the United States Government, including but not limited to Iran, Iraq, Cuba, North Korea, Syria, Sudan and Zimbabwe. The term “technical data” in this context, means such data as are defined as technical data by applicable United States export regulations.

NO AGENCY RELATIONSHIP

You and each of MedNasc are independent contractors for all purposes related to this Website and this Agreement. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties. Neither party will have authority to contract for or bind the other party in any manner whatsoever.

REMEDIES

You agree that any violation, or threatened violation, by you of this Agreement constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and hereby consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

MISCELLANEOUS

If any portion of this Agreement is deemed unenforceable, that portion will be enforced to the maximum extent possible so as to effectuate the intent of the parties as reflected by that provision, and the remaining portions of this Agreement will be given full effect. MedNasc’s failure to act in a particular circumstance, including any failure by us to enforce or exercise any provision of this Agreement, does not waive the ability to act with respect to that circumstance or similar circumstances in the future. We will be excused for any failure to perform to the extent that its performance is prevented by any reason outside of our reasonable control. You may not transfer or assign your rights or responsibilities under this Agreement, in whole or in part, without our prior written consent. We may assign our rights and obligations under this Agreement to any entity at any time. By using the Website and Services, you consent to receive communications from MedNasc in electronic form and agree that such communications are legally binding as though they were in writing.

CONTACTING US

If you have any questions about this Agreement, or have any complaints or questions about the Website or Services, please contact us at:

MEDNASC LLC
221 River Street, Suite 9
Hoboken, NJ 07030
(201) 721-8696
[email protected]