Terms of Use

These Terms of Use (these "Terms") are entered into by and between you and VitalStaf Technologies LLC ("VitalStaf", "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 VitalStaf mobile application, and associated content, communications, and services (the "VitalStaf Platform"). By accessing or using the VitalStaf 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 VitalStaf Platform as a recruiter on behalf of a health provider or a staffing or recruiting agency, your access to and use of the VitalStaf Platform and our processing of your personal information is governed by a written agreement between VitalStaf and the health provider or agency.

Please read these Terms carefully. You may not access or use the VitalStaf 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 VitalStaf Platform. Certain features of the VitalStaf Platform or loyalty programs, such as the VIP Program, may be subject to additional guidelines, terms, or rules, which will be posted on the VitalStaf 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 VitalStaf Platform is governed by our Privacy Policy. By using the VitalStaf Platform, you consent to VitalStaf'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.

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

YOUR CONTINUED USE OF THE VITALSTAF 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.

3.1 Account Creation

In order to use certain features of the VitalStaf 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 VitalStaf 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 VitalStaf Platform. VitalStaf 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 VitalStaf of any unauthorized use, or suspected unauthorized use of your Account or any other breach of Account security. VitalStaf cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

4.1 License

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

4.2 Restrictions

The rights granted to you in these Terms, and your use of the VitalStaf Platform, are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the VitalStaf Platform, whether in whole or in part, or any content displayed on or accessible through the VitalStaf Platform; (b) you shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the VitalStaf Platform; (c) you shall not access or use the VitalStaf 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 VitalStaf 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 Backup

You acknowledge and agree that VitalStaf will have no obligation to provide you with any support or maintenance in connection with your use of the VitalStaf Platform. Do not use VitalStaf as your only place of storage or backup for your professional information. VitalStaf is not obligated to back up 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 VitalStaf Platform and its content are owned by VitalStaf or VitalStaf's licensors, suppliers, customers, or partners. Neither these Terms (nor your access to the VitalStaf 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 VitalStaf 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.

5.1 User Content

"User Content" means any and all information and content that a user submits to the VitalStaf Platform or shares with anyone via the VitalStaf 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 VitalStaf.

5.2 License

You hereby grant (and you represent and warrant that you have the right to grant) to VitalStaf 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 VitalStaf's services to healthcare professionals, recruiters, and employers. You also authorize VitalStaf 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 VitalStaf Platform, and in any interaction with recruiters, other healthcare professionals, or VitalStaf staff, you may not: (i) upload, transmit, or distribute to or through the VitalStaf Platform any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the VitalStaf 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 VitalStaf 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 VitalStaf Platform, or violate the regulations, policies, or procedures of such networks; (v) attempt to gain unauthorized access to the VitalStaf Platform (or to other computer systems or networks connected to or used together with the VitalStaf 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 VitalStaf Platform, including by burdening the VitalStaf Platform servers due to high volume traffic or server calls.

5.4 Export Restrictions

The VitalStaf 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 VitalStaf, 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.

VitalStaf 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 VitalStaf Platform, to remove your profile, and/or any User Content posted by or about you, and/or to terminate your Account if: (i) VitalStaf determines that you are not eligible to use the VitalStaf Platform or that you have misused or misappropriated the VitalStaf 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, VitalStaf 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 VitalStaf Platform. If we terminate your Account, we have no obligation to notify you of the reason, if any, for your termination. VitalStaf will not have any liability whatsoever to you for any termination of your Account or deletion of your User Content. VitalStaf's right to terminate an Account shall be in addition to and not in substitution of any other rights and remedies available to VitalStaf under applicable law or these Terms.

7.1 Electronic Contracting

By using the VitalStaf Platform, you agree to allow VitalStaf 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 VitalStaf or recruiters via the VitalStaf Platform, including the VitalStaf mobile application, online messaging platform, or email. You also agree to check your VitalStaf 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 VitalStaf 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 VitalStaf, 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 VitalStaf and its customers. We may also use short codes to send you recurring promotional text and/or voice messages.

8.1 User Content

Each VitalStaf 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 VitalStaf 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 VitalStaf is compensated by employers or agencies to increase their ranking. VitalStaf 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 VitalStaf by employers or agencies.

8.3 Links to Third-Party Sites and Services

Links from the VitalStaf Platform to external sites and services and associated third-party content (such as registered nursing license verification services) do not constitute an endorsement by VitalStaf of such sites, services, or content, and are solely for users' reference and convenience. VitalStaf 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 VitalStaf's Privacy Policy. VitalStaf expressly disclaims any liability derived from the use and/or viewing of links that may appear on the VitalStaf Platform.

VitalStaf respects the intellectual property of others and requires that users of the VitalStaf 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 VitalStaf 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 VitalStaf Platform that you claim is infringing and that you request us to remove;
• Sufficient information to permit us to locate such material on the VitalStaf 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 VitalStaf is:

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

THE VITALSTAF 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 VITALSTAF PLATFORM IS AT YOUR OWN RISK. NEITHER VITALSTAF 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 VITALSTAF PLATFORM.

You agree to indemnify, defend, and hold harmless VitalStaf, 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 VitalStaf or that you submit, transmit, or otherwise make available through the VitalStaf Platform; or (c) any intentional or willful violation of any rights of another or harm you may have caused to another. VitalStaf reserves the right to have sole control of the defense of any such damage or claim.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VITALSTAF 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 VITALSTAF PLATFORM, EVEN IF VITALSTAF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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.

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. IT REQUIRES YOU AND VITALSTAF TO RESOLVE MOST DISPUTES THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. YOU WILL NOT HAVE THE RIGHT TO HAVE YOUR CLAIMS HEARD BY A JURY, AND YOU WILL NOT BE ABLE TO BRING OR PARTICIPATE IN A CLASS ACTION. YOU MAY OPT OUT OF THIS ARBITRATION AGREEMENT BY FOLLOWING THE PROCEDURE IN SECTION 14.8 BELOW.

14.1 Application and Scope

You and VitalStaf agree that any dispute, claim, or controversy arising out of or relating to these Terms, the VitalStaf Platform, or the relationship between you and VitalStaf (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether arising before, during, or after the termination of these Terms) (each, a “Dispute”) will be resolved by binding arbitration on an individual basis, except as expressly provided in Sections 14.2 and 14.9. This Arbitration Agreement is intended to be broadly interpreted.

14.2 Exceptions

Notwithstanding Section 14.1, the following are not subject to arbitration: (a) an individual action brought in small claims court, so long as it remains in that court and proceeds only on an individual basis; (b) an action to compel arbitration or to enforce an arbitration award; and (c) a claim for injunctive or other equitable relief to prevent the actual or threatened infringement or misappropriation of intellectual property rights, which may be brought in a court of competent jurisdiction.

14.3 Federal Arbitration Act

This Arbitration Agreement evidences a transaction involving interstate commerce, and the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) governs the interpretation and enforcement of this Section 14, notwithstanding the governing-law provision in Section 13.

14.4 Informal Dispute Resolution

Before initiating arbitration, the party raising a Dispute must first send a written Notice of Dispute to the other party describing the nature and basis of the claim and the relief sought. A Notice to VitalStaf must be sent to VitalStaf Technologies LLC, 524 Broadway, New York, NY 10012, Attn: Legal, Dispute Resolution, with a copy to [email protected]. The parties will attempt in good faith to resolve the Dispute for sixty (60) days after the Notice is received. If the Dispute is not resolved within that period, either party may commence arbitration.

14.5 Arbitration Procedure and Administrator

The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules in effect at the time the arbitration is commenced, as modified by this Arbitration Agreement. The AAA rules are available at www.adr.org. The arbitration will be conducted by a single neutral arbitrator. The arbitrator is bound by this Arbitration Agreement.

14.6 Hearing and Location

Unless the parties agree otherwise, and to the extent an in-person hearing is held, the arbitration will take place in New York County, New York. The arbitrator may also conduct the arbitration by telephone or video conference or based solely on written submissions, as permitted by the applicable rules. The arbitrator may award any relief that a court could award on an individual basis, and the arbitrator’s award is final and binding, subject to the limited judicial review available under the Federal Arbitration Act.

14.7 Arbitration Fees

Payment of all filing, administration, and arbitrator fees will be governed by the applicable rules of the administrator, except that VitalStaf will pay or reimburse such fees to the extent required by those rules or by applicable law. Each party is otherwise responsible for its own attorneys’ fees and costs unless the arbitrator determines that a claim or defense was frivolous or brought for an improper purpose, or unless a fee-shifting statute applies.

14.8 Your Right to Opt Out

You may opt out of this Arbitration Agreement within thirty (30) days after the date you first accept these Terms (or, for existing users, within thirty (30) days after these Terms are first posted) by sending written notice of your decision to opt out to VitalStaf Technologies LLC, 524 Broadway, New York, NY 10012, Attn: Arbitration Opt-Out, or by email to [email protected] with the subject line “Arbitration Opt-Out.” The notice must include your name, the email address associated with your Account, and a clear statement that you wish to opt out of the Arbitration Agreement. Opting out will not affect any other provision of these Terms. If you opt out, neither you nor VitalStaf will be required to arbitrate Disputes.

14.9 Class Action and Jury Trial Waiver

YOU AND VITALSTAF AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING. YOU AND VITALSTAF WAIVE ANY RIGHT TO A JURY TRIAL.

If this Section 14.9 is found to be unenforceable as to a particular claim or request for relief, then that claim or request for relief (and only that claim or request for relief) will be severed and may be brought in a court of competent jurisdiction, while all other claims will proceed in arbitration.

14.10 Severability and Survival

Except as provided in Section 14.9, if any portion of this Arbitration Agreement is found to be invalid or unenforceable, the remaining portions will remain in full force and effect. This Arbitration Agreement survives the termination of these Terms and of your relationship with VitalStaf.

14.11 Changes to This Arbitration Agreement

If VitalStaf makes any material change to this Arbitration Agreement after the date you last accepted these Terms, you may reject the change by sending written notice to [email protected] within thirty (30) days of the change, in which case the most recent version of this Arbitration Agreement before the change will apply.

These Terms constitute the entire agreement between you and us regarding the use of the VitalStaf 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.

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]