VitalStaf Technologies LLC ("VitalStaf," "we," "us," or "our")

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE VITALSTAF PLATFORM (THE "PLATFORM"), YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM.

1. Acceptance of Terms

These Terms of Use (these "Terms") are entered into by and between you and Vitalstaf Technologies LLC ("Vital Staf", "us", "our", and "we"). These Terms set forth the legally binding terms and conditions that govern your use of the website located at www.vitalstaf.com, the Vital Staf mobile application, and associated content, communications, and services (the "Vital Staf Platform"). By accessing or using the Vital Staf Platform, and by creating a healthcare professional account, you are accepting these Terms, and you represent and warrant that you have the right, authority, and capacity to enter into these Terms.

If you are accessing the Vital Staf Platform as a recruiter on behalf of a health provider or a staffing or recruiting agency, your access to and use of the Vital Staf Platform and our processing of your personal information is governed by a written agreement between Vital Staf and the health provider or agency.

Please read these Terms carefully. You may not access or use the Vital Staf Platform or accept the Terms if you are not at least 18 years old. If you do not agree with all of the provisions of these Terms, do not access and/or use the Vital Staf Platform. Certain features of the Vital Staf Platform or loyalty programs, such as the VIP Program, may be subject to additional guidelines, terms, or rules, which will be posted on the Vital Staf Platform in connection with such features or programs. All such guidelines, terms, or rules are hereby incorporated by reference into these Terms.

Our collection and use of all personal information via the Vital Staf Platform is governed by our Privacy Policy. By using the Vital Staf Platform, you consent to Vital Staf's collection, use, and sharing of your information as provided in our Privacy Policy.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE, AND LIMIT OUR LIABILITY.

2. Modification of Terms

Vital Staf may, in its sole discretion, modify these Terms at any time effective upon posting the modified Terms on the Vital Staf Platform, with or without additional notice to you. You are responsible for regularly reviewing information posted on the Vital Staf Platform to obtain timely notice of such changes. If you do not agree to the amended terms, you agree to immediately stop using the Vital Staf Platform and to provide Vital Staf notice to remove you from any distribution or communication lists that are available to you through your use of the Vital Staf Platform.

YOUR CONTINUED USE OF THE VITAL STAF PLATFORM AFTER POSTING OF UPDATED TERMS (OR OTHER NOTIFICATION, IF ANY) MEANS YOU ACCEPT AND AGREE TO BE BOUND BY THE MODIFIED TERMS OF USE.

3. Accounts

3.1 Account Creation

In order to use certain features of the Vital Staf Platform (e.g., to apply for a job), you must create a healthcare professional account ("Account") and provide certain information about yourself as prompted in the account registration form. If you are creating an Account: (1) You must register your Account in your own legal name; (2) you must be permitted to legally work within the United States; and (3) you must provide Vital Staf with true, accurate, current, and complete information as prompted by the registration forms, and update and maintain the truthfulness, accuracy, and completeness of such information for as long as your Account is valid. You may delete your Account at any time, for any reason, by following the instructions on the Vital Staf Platform. Vital Staf may suspend or terminate your Account in certain circumstances (See Section 6 below).

3.2 Account Responsibilities

You are fully responsible for all activities that occur under your Account. You are also responsible for maintaining the confidentiality of your Account login information. Make sure you keep your login information in a safe place and don't share it with anyone. You agree to immediately notify Vital Staf of any unauthorized use, or suspected unauthorized use of your Account or any other breach of Account security. Vital Staf cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

4. Access to and Use of the Vital Staf Platform

4.1 License

Subject to these Terms, Vital Staf grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Vital Staf Platform solely for your own personal, noncommercial use.

4.2 Restrictions

The rights granted to you in these Terms, and your use of the Vital Staf Platform, are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Vital Staf Platform, whether in whole or in part, or any content displayed on or accessible through the Vital Staf Platform; (b) you shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Vital Staf Platform; (c) you shall not access or use the Vital Staf Platform for benchmarking or competitive research purposes or for the purpose of developing a similar or competitive website, product, or service; (d) except as expressly stated herein, no part of the Vital Staf Platform may be copied, reproduced, harvested, scraped, crawled, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means.

4.3 No Promise of Support, Maintenance, or Back-up

You acknowledge and agree that Vital Staf will have no obligation to provide you with any support or maintenance in connection with your use of the Vital Staf Platform. Do not use Vital Staf as your only place of storage or back up of your professional information. Vital Staf is not obligated to backup any Account or profile information, and such content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your professional information.

4.5 Ownership

Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Vital Staf Platform and its content are owned by Vital Staf or Vital Staf's licensors, suppliers, customers, or partners. Neither these Terms (nor your access to the Vital Staf Platform) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access and use rights expressly set forth in these Terms. There are no implied licenses granted under these Terms. All trademarks, logos, and service marks displayed on the Vital Staf Platform are our property or the property of other third parties. You are not permitted to use these marks without our prior written consent or the consent of such third party which may own the marks.

5. User Content

5.1 User Content

"User Content" means any and all information and content that a user submits to the Vital Staf Platform or shares with anyone via the Vital Staf Platform (e.g., content in your professional profile, or messages to recruiters). You are solely responsible for your User Content and you represent and warrant its accuracy and truthfulness. You assume all risks associated with your User Content, including any reliance by others, such as recruiters, on its accuracy, completeness, or usefulness. You are also responsible for your sharing with recruiters of User Content that personally identifies you or any third party, such as your professional references. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (see below). You may not represent or imply to others that your User Content is in any way created, sponsored, or endorsed by Vital Staf.

5.2 License

You hereby grant (and you represent and warrant that you have the right to grant) to Vital Staf an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, including modifying, analyzing, parsing, categorizing, and otherwise using and exploiting your User Content, to deliver and improve on Vital Staf's services to healthcare professionals, recruiters, and employers. You also authorize Vital Staf to use your User Content to create de-identified aggregate data sets that may be made publicly available. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

5.3 Acceptable Use Policy

The following terms constitute our "Acceptable Use Policy":

• You may not, and your User Content may not (i) violate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) be unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, or patently offensive; (iii) promote racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iv) be harmful to minors in any way; or (v) violate any law, regulation, obligations, or restrictions imposed by any third party.
• In any use of the Vital Staf Platform, and in any interaction with recruiters, other healthcare professionals, or Vital Staf staff, you may not: (i) upload, transmit, or distribute to or through the Vital Staf Platform any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Vital Staf Platform unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Vital Staf Platform to scrape, harvest, collect, gather, or assemble information, content, or data including job listings or candidate profiles with automated means; (iv) interfere with, disrupt, create a security risk on or undue burden on, servers or networks connected to the Vital Staf Platform, or violate the regulations, policies, or procedures of such networks; (v) attempt to gain unauthorized access to the Vital Staf Platform (or to other computer systems or networks connected to or used together with the Vital Staf Platform), whether through password mining, providing false Account information, IP blocker or login requirement circumvention, disregarding our robots.txt file, or any other means; (vi) intercept any communication between users of the Platform or between users and recruiters; or (vii) interfere with any other user's use and enjoyment of the Vital Staf Platform, including by burdening the Vital Staf Platform servers due to high volume traffic or server calls.

5.4 Export Restrictions

The Vital Staf Platform may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Vital Staf, or any products utilizing such data, in violation of the United States export laws or regulations.

5.5 Enforcement

We reserve the right (but have no obligation) to review any User Content or interaction with candidates, recruiters, or employers, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise harm or create any risk for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 6 below, and/or reporting you to law enforcement authorities.

6. Termination

Vital Staf reserves the right, in its sole discretion, and with or without notice to you, to immediately terminate your access to all or part of the Vital Staf Platform, to remove your profile, and/or any User Content posted by or about you, and/or to terminate your Account if: (i) Vital Staf determines that you are not eligible to use the Vital Staf Platform, you have mis-used or mis-appropriated the Vital Staf Platform; (ii) you have violated the Terms; (iii) you are not suitable for participation as a healthcare professional; or (iv) your Account has been inactive for more than 12 months. Upon any termination of your Account, Vital Staf shall be under no obligation to provide you with a copy of any Account information or User Content posted by or about you on the Vital Staf Platform. If we terminate your Account, we have no obligation to notify you of the reason, if any, for your termination. Vital Staf will not have any liability whatsoever to you for any termination of your Account or deletion of your User Content. Vital Staf's right to terminate an Account shall be in addition to and not in substitution of any other rights and remedies available to Vital Staf under applicable law or these Terms.

7. Electronic Communications and Communication Services

7.1 Electronic Contracting

By using the Vital Staf Platform, you agree to allow Vital Staf to communicate with you electronically, and you consent to electronic delivery of legal notices, documents, or products (including, without limitation, communications with respect to available jobs or positions to which you have applied) from Vital Staf or recruiters via the Vital Staf Platform, including the Vital Staf mobile application, online messaging platform, or email. You also agree to check your Vital Staf account, alerts, and messages, and your email reflected on your Account on a reasonably regular basis to stay apprised of important notices and information about your Account and our Services.

7.2 Communications Services

By using Vital Staf services, you expressly consent and agree to accept and receive communications from us, our affiliates, and/or our third-party vendors, as well as from recruiters, including via text (SMS) messages, calls, push notifications, and other reasonable means at any of your contact numbers, email addresses, or physical addresses, including marketing-related communications. By consenting to being contacted by Vital Staf, its affiliates, or third-party vendors, and by recruiters, you understand and agree that you may receive communications, including marketing communications generated by automatic telephone dialing systems and technology, and/or which will deliver pre-recorded messages, sent by or on behalf of Vital Staf and its customers. We may also use short codes to send you recurring promotional text and/or voice messages.

8. Reliance on User Content, Job Listings, and Third-Party Content

8.1 User Content

Each Vital Staf Platform user is solely responsible for any and all of its own User Content. Because we do not control or review User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others, and any reliance you place on such User Content is at your own risk. We make no guarantees regarding the accuracy, currency, suitability, completeness, or quality of any User Content or any statement made by a healthcare professional to a potential employer or recruiter. Your interactions with other Vital Staf Platform users are solely between you and such users.

8.2 Job Listings and Recruiter Interactions

Job listings appearing in response to a job search query or other user action generally appear in the order of relevance based on the job criteria selected by a user. However, job listing results may include job listings for which Vital Staf is compensated by employers or agencies to increase their ranking. Vital Staf ranks job listings based on a combination of relevance to the job criteria selected by the user and the type and amount of compensation paid to Vital Staf by employers or agencies.

8.3 Links to Third-Party Sites and Services

Links from the Vital Staf Platform to external sites and services and associated third-party content (such as registered nursing license verification services) do not constitute an endorsement by Vital Staf of such sites, services, or content, and are solely for users' reference and convenience. Vital Staf does not control third-party sites, services, or content, is not responsible for them, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them. Such sites, services, and content are governed by their respective owners' terms of use and privacy policies, and not these Terms nor Vital Staf's Privacy Policy. Vital Staf expressly disclaims any liability derived from the use and/or viewing of links that may appear on the Vital Staf Platform.

9. Copyright Policy

Vital Staf respects the intellectual property of others and requires that users of the Vital Staf Platform do the same. We have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials. If you believe that one of our users is, through content posted on the Vital Staf Platform, unlawfully infringing your copyright(s), and wish to have the allegedly infringing material removed, please provide to our designated Copyright Agent the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)):

• Your physical or electronic signature;
• Identification of the copyrighted work(s) that you claim to have been infringed;
• Identification of the material on the Vital Staf Platform that you claim is infringing and that you request us to remove;
• Sufficient information to permit us to locate such material on the Vital Staf Platform;
• Your address, telephone number, and e-mail address;
• A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

The designated Copyright Agent for Vital Staf is:

Vitalstaf Technologies LLC
Designated Agent: Copyright Manager
Address of Agent: PO Box 134098 North Wantagh, NY 11793
Email: [email protected]

10. Disclaimers

THE VITAL STAF PLATFORM IS PROVIDED ON AN 'AS IS, AS AVAILABLE' BASIS WITHOUT WARRANTY OF ANY KIND, AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE SPECIFICALLY DISCLAIMED. YOUR ACCESS TO AND USE OF THE VITAL STAF PLATFORM IS AT YOUR OWN RISK. NEITHER VITAL STAF NOR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS, OR LICENSORS SHALL BE LIABLE FOR ANY LOSS RESULTING FROM USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON OR IN CONNECTION WITH THE VITAL STAF PLATFORM.

11. Indemnification

You agree to indemnify, defend, and hold harmless Vital Staf, its officers, directors, shareholders, employees, agents, successors, and assigns from and against all losses, liabilities, expenses, damages, claims, demands, and costs, including reasonable attorneys' fees and court costs due to or arising from: (a) any violation of these Terms by you; (b) the inaccurate or untruthful User Content or other information provided by you to Vital Staf or that you submit, transmit, or otherwise make available through the Vital Staf Platform; or (c) any intentional or willful violation of any rights of another or harm you may have caused to another. Vital Staf reserves the right to have sole control of the defense of any such damage or claim.

12. Limitation on Liability; Limitation on Time to File Claims

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VITAL STAF OR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE VITAL STAF PLATFORM, EVEN IF VITAL STAF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Governing Law and Jurisdiction

These Terms, and all claims relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort, or otherwise, shall be governed by the laws of the State of New York, including New York's statutes of limitations governing your claim, without giving effect to its principles of conflicts of law, provided that the Federal Arbitration Act shall govern the interpretation and enforcement of Section 14, the Class Action Waiver and Arbitration Agreement.

14. Arbitration Agreement

This Section 14 is referred to in these Terms as the "Arbitration Agreement".

PLEASE READ THIS SECTION CAREFULLY – THIS ARBITRATION AGREEMENT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THIS ARBITRATION AGREEMENT REQUIRES YOU TO SUBMIT MOST DISPUTES WITH VITAL STAF TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. YOU WILL NOT HAVE THE RIGHT TO HAVE YOUR CLAIMS HEARD BY A JURY. YOU MAY OPT OUT OF THIS ARBITRATION AGREEMENT IN SOME CIRCUMSTANCES AS DETAILED IN SECTION 14.8 BELOW.

15. Entire Terms

These Terms constitute the entire agreement between you and us regarding the use of the Vital Staf Platform. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

17. Contact Information:

You may contact us at any time regarding these Terms or our Platform and services via mail, telephone, or email at the following contact information:

Address: PO Box 134098 North Wantagh, NY 11793
Email: [email protected]