This EmpoweRx Marketplace Terms of Use Agreement (“Agreement” or “EmpoweRx Marketplace Terms of Use” or “Terms of Use”) is made by and between EmpoweRx, Inc. (hereinafter “Company”), and you, the user (“you”, “your” or “User”).
This Agreement contains the complete terms and conditions that govern the use of the Company’s EmpoweRx Marketplace (“Website” or “Technology Platform” or “EmpoweRx Marketplace” or “Websites” or “Site”). BY CLICKING THE “I AGREE” BUTTON BELOW OR BY ACCESSING, VISITING, BROWSING, USING, OR ATTEMPTING TO INTERACT WITH OR USE ANY PART OF THIS WEBSITE, OR OTHER COMPANY SOFTWARE, SERVICES, WEBSITES, OR CONTENT (COLLECTIVELY THE “SERVICES”), YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEBSITE. COMPANY RESERVES THE RIGHT, WITH OR WITHOUT NOTICE, TO MAKE CHANGES TO THIS AGREEMENT AT COMPANY’S SOLE DISCRETION. CONTINUED USE OF ANY PART OF THIS WEBSITE OR THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.
IF YOU REGISTER AND CREATE AN ACCOUNT ON BEHALF OF A COMPANY, YOU AFFIRM AND GUARANTEE THAT YOU HAVE THE AUTHORITY TO ENTER INTO BINDING CONTRACTS, INCLUDING THIS AGREEMENT, ON BEHALF OF YOURSELF AND THE COMPANY.
THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERCEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY GOING TO https://app.empowerxinc.com
You are hereby put on notice that you are obligated to periodically review this document to make yourself aware of any changes hereto, and any continued use of the Site shall constitute your acceptance thereof.
Access to This Site
To access this Site, Site resources, links, or other content, you may be asked to provide certain registration details or other information. It is a condition of your use of this Site that all the information you provide will be correct, current, and complete. Registration and access to EmpoweRx Marketplace is subject to the approval of Company. If Company believes the information you provide is not correct, current, or complete, Company has the right to deny access to this Site or to any of its resources and to terminate or suspend your access at any time. Company further reserves the right deny access to this Site for any lawful reason, including, but not limited to, any reasonable business considerations. Registered users of the EmpoweRx Marketplace are “Users”, and unregistered users are “Site Visitors”. YOU ACKNOWLEDGE THAT AS A USER OF THE EMPOWERX MARKETPLACE YOU ARE NOT AN EMPLOYEE OF COMPANY.
Account Types
Company provides two types of accounts for the use of this Site (“Account Types”): “Healthcare Organization Network” and “Independent Affiliate”. Healthcare Organization Network means a healthcare facility, telehealth organization, or other entity using the Marketplace to source professional services with authorized access to the Technology Platform. Independent Affiliate means a vetted professional service provider that is approved to use the Technology Platform.
Purpose of EmpoweRx Marketplace
The EmpoweRx Marketplace provides a Marketplace platform where Healthcare Organization Networks and Independent Affiliates can identify each other for the purpose of procuring and administering professional services provided by Independent Affiliates to Healthcare Organization Networks (“Contracted Services”). Company provides services to Users, including hosting and maintaining the EmpoweRx Marketplace, providing educational content to Independent Affiliates regarding small-business entities, and helping facilitate the formation of and ongoing maintenance of service relationships between Users.
Documentation License
Company grants to User a non-exclusive, sublicensable, non-transferable license to use Company’s documentation, including end-user documentation related to the Services, available at https://app.empowerxinc.com , and educational documentation regarding small-business entities, available at https://app.empowerxinc.com. (“Documentation”), during the term of this Agreement solely for User’s internal purposes in connection with User’s use of the Services.
Applicable Use of Site
You may use this Site only for purposes expressly permitted by this Agreement. As a condition of your use of Company’s Websites, you warrant to Company that you will not use the Websites for any purpose that is unlawful, immoral, or otherwise prohibited by these terms, conditions, and notices. You shall not at any time, directly or indirectly, and shall not permit any Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
Identity Verification
When you register for this Site and periodically thereafter, your information posted will be subject to verification, including but not limited to validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your licenses and certifications. You authorize Company, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your licenses and certifications, subject to applicable law.
No Unlawful Access
You agree that you will not use Company’s Websites in any manner that could in any way disable, overburden, damage, or impair the Websites or otherwise interfere with any other party’s use and enjoyment of the Websites. You further agree that you will not obtain, or attempt to obtain, any materials, content, or information by any means not expressly made available or provided for through the authorized use of the Websites.
Security
Any passwords used for this Site are for individual use only. You will be responsible for the security of your password(s) at all times. From time to time, Company may require that you change your password. You are prohibited from using any services or facilities provided in connection with this Site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password crackers, rootkits, Trojan horses, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Company reserves the right to release your account details to the system administrators of other websites and/or the authorities in order to assist them in resolving security incidents. Company reserves the right to investigate suspected violations of these Terms of Use. Company reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Company to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use.
BY ACCEPTING THIS AGREEMENT, YOU WAIVE ALL RIGHTS NOT SPECIFICALLY SET FORTH HEREIN, AND AGREE TO HOLD COMPANY HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT AUTHORITIES.
Do Not Rely on EmpoweRx Marketplace
Opinions, advice, statements, Documentation, or other comments should not necessarily be relied upon and are not to be construed as professional advice from EmpoweRx Marketplace or Company. EmpoweRx Marketplace and Company do not guarantee the accuracy or completeness of any of the information provided and are not responsible for any loss resulting from your reliance on such information.
Right to Monitor
EmpoweRx Marketplace and Company reserve the right, but are not obligated, to monitor any materials posted and shall have the right to remove any information deemed offensive by our staff. Notwithstanding the foregoing, you remain solely responsible for your use of any information contained on the site.
Personal and Non-Commercial Use Limitation
You agree not to, without the express prior written consent of Company: (a) reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes, any portion of the Content or any service provided by the Site that you do not own, (b) use the Content or any services provided by the Site that you do not own, or (c) provide access to the Content or any service provided by the Site that you do not own.
Proprietary Information
You acknowledge and agree that the Website’s Content, including any necessary software used in connection with the Website and any of the Services and Documentation provided by the Website (“Software”), contain proprietary and confidential information that is the property of Company and its licensors and is protected by applicable intellectual property and other laws. No rights or title to any of the Content or Software used in connection with the Website is provided, transferred, or assigned to you. Subject to all applicable laws, you agree that you will not copy, distribute, republish, modify, create derivative works of, or otherwise use the Content in any unauthorized way, without the prior written consent of Company in each instance, except that you may print out and/or save one copy of the Content for your personal use only. You also acknowledge Company’s exclusive rights in the Website’s trademarks and service marks.
Submissions
You hereby grant to Company a royalty-free, perpetual, irrevocable, worldwide, non- exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works of, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information or materials of any kind or nature communicated by you (or on your behalf) to Company through this Site, by mail, by email, by telephone, or otherwise (each, a “Submission”), and to incorporate any Submission in other works in any form, media, or technology now known or later developed.
You acknowledge and agree that Company may publish Submissions such as feedback, reviews, references, ratings, or testimonials provided by You at the conclusion of an Active Placement (defined below). Company may share such Submissions with other Users of the Site to facilitate transparency and quality assessment within the EmpoweRx Marketplace. You specifically acknowledge that Company may display ratings, testimonials, or other feedback from Independent Affiliates regarding Healthcare Organization Networks, and vice versa, on respective profile pages or in other promotional materials.
You agree that Company will not be bound to treat any Submission as confidential and may use any Submission in its business (including without limitation, for products, services, marketing, profiles, ratings systems, or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Company operations or businesses. You acknowledge that while Company may publish composite ratings or feedback information, Company is not responsible for verifying such information and provides it solely for the convenience of Users. Providing false or misleading information violates this Agreement and may result in revocation of your access to the Site.
Ownership, Copyrights, Trademarks, Licenses
You acknowledge and agree that the Website and Software or any programs used with respect to any EmpoweRx Marketplace services contain proprietary and confidential information that is the property of Company and its licensors and is protected by applicable intellectual property and other laws. Company grants to You a non- transferable and non-exclusive right and license to access the EmpoweRx Marketplace. No additional rights or title to any of the proprietary and confidential information on EmpoweRx Marketplace or any software used in connection with any of its services is provided, transferred, or assigned to you. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on any of EmpoweRx Marketplace services or software, in whole or in part. Trademarks, service marks, logos, and copyrighted works appearing in EmpoweRx Marketplace are the property of the Company. EmpoweRx Marketplace retains all rights with respect to any intellectual property appearing on the website, and no rights in such materials are transferred or assigned to you.
Hyperlinking
This Site may be hyperlinked to and by other websites which are not maintained by, or related to, Company. Hyperlinks to such sites are provided as a service to You and are not sponsored by, endorsed or otherwise affiliated with this Site or Company. Company has not reviewed any or all of such sites and is not responsible for the content of any linking sites, and any links made directly from a Company Website to another web page should be accessed at Your own risk. Company makes no representations or warranties about the content, completeness, quality, or accuracy of any such website, and as such, shall not be liable in connection with any loss, damage, cost, or injury associated with any access thereto via this Site.
Use of Communication Services
Company’s Websites may contain forums, bulletin board services, chat areas, message boards, news feeds, news groups, communities, personal web pages, calendars, and/or other message or communication facilities designed to allow you to communicate with the Internet community, other Users, or with a group (collectively, “Communications Services”). You agree to use the Communication Services only to post, send, and receive messages and content that are considered proper and related to the particular Communication Service. Among other actions, when using a Communication Service, you agree that you will not post, send, submit, publish, or transmit in connection with this Site, or cause to be posted, sent, submitted, published, or transmitted, any material that:
(a) You do not have the right to post, including without limitation any proprietary material of any third party protected by intellectual property laws (or by rights of privacy or publicity);
(b) advocates or could reasonably serve to encourage, either directly or indirectly, any illegal or immoral activity, or discusses an intent to commit an illegal act or violate any law, rule, or regulation;
(c) is vulgar, obscene, pornographic, incendiary, or indecent;
(d) threatens or abuses others;
(e) is libelous or defamatory towards others;
(f) is racist, abusive, harassing, threatening, or offensive;
(g) seeks to exploit or harm children by exposing them to inappropriate content, or asking for personally identifiable details or information;
(h) harvests or otherwise collects information about others, including e-mail addresses, financial information, or other personally identifying information, without their prior express consent in each instance;
(i) impersonates or misrepresents your connection to any other entity or person or otherwise manipulates or forges headers or identifiers to disguise the origin of content;
(j) falsifies or deletes any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is permissibly uploaded (e.g., copyright, trademark or patent notices);
(k) advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on this Site;
(l) solicits funds, advertisers, or sponsors for any purpose;
(m) includes programs that contain viruses, worms, and/or Trojan horses or any other computer code, files, or programs designed to interrupt, destroy, or limit
(n) disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise acts in a way which affects the ability of other people to engage in real-time activities via this Site;
(o) amounts to a pyramid or other like scheme, including without limitation contests, chain letters, and surveys;
(p) disobeys any policy or regulations including any code of conduct or other guidelines established from time to time regarding the use of this Site and/or any networks connected to this Site; or
(q) contains hyperlinks to other sites that contain content that falls within the scope of this Section.
You acknowledge that any materials uploaded to the Communication Service may be subject to posted limits on use, reproduction, and/or dissemination, and you are responsible for abiding by such limitations with respect to your submissions, including any downloaded materials. Notwithstanding these rights, you remain solely responsible for the content of your submissions. You acknowledge and agree that neither Company nor any third party that provides Content to Company will assume or have any liability for any action made by Company or such third party with respect to any submission.
You acknowledge that the Website may or may not pre-screen materials uploaded to the Communication Service, yet the Website and its designees shall have the right, but not the obligation, in its sole discretion, to pre-screen, refuse, remove, or delete any Content that violates this Agreement or is otherwise objectionable as determined by the Website in its sole discretion.
The Website reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Communication Services (or any part thereof) with or without notice. You agree that the Website will not be liable to you or any third party for any modification, suspension, or discontinuance of the Communication Services.
WHILE THE WEBSITE EXPLICITLY PROHIBITS THE ABOVE CONDUCT, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE EXPOSED TO SUCH CONDUCT AND CONTENT AND THAT YOUR USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK, AND THAT THE WEBSITE SHALL HAVE NO LIABILITY OF ANY KIND FOR SUCH CONDUCT.
YOU UNDERSTAND AND AGREE THAT IF YOUR USE OF COMMUNICATIONS SERVICES VIOLATES ANY OF THE ABOVE CODES OF CONDUCT, THE WEBSITE CAN SUSPEND AND/OR TERMINATE YOUR USE OF THE WEBSITE IMMEDIATELY WITHOUT PRIOR NOTICE AND WITHOUT ANY RIGHT OF REFUND, SET-OFF, OR HEARING.
Right to Modification of Site and Terminate Access
Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. Furthermore, Company reserves the right to monitor use of this Site to determine compliance with these Terms of Use, as well as the right to edit, refuse to post, or remove any information or materials, in whole or in part, at its sole discretion.
Company reserves the right to terminate your access to EmpoweRx Marketplace at any time without notice for any reason whatsoever. You agree that Company will not be liable to you or any third party for the consequences of any modification, suspension, or discontinuance of the Site.
Confidentiality
You understand that use of this Site necessarily involves knowledge of and access to information about Company and other Users’ business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is:
(a) in the public domain;
(b) known to You at the time of disclosure;
(c) rightfully obtained by You on a non-confidential basis from a third party; or
(d) independently developed by You. You shall not disclose the Confidential Information to any person or entity, except to your employees, contractors, or agents who have a need 7 to know the Confidential Information for You to exercise your rights or perform its obligations under this agreement or subsequent agreement entered into with a discloser of Confidential Information (“Discloser”).
Notwithstanding the foregoing, You may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, You shall first have given written notice to the Discloser and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of this Agreement and any subsequent agreement entered into with Discloser, you shall promptly return to Discloser all copies, whether in written, electronic, or other form or media, of the Discloser’s Confidential Information, or destroy all such copies and certify in writing to Discloser that such Confidential Information has been destroyed. Your obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to you; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Furthermore, Healthcare Organization Network asserts, and Independent Affiliate acknowledges, the patient-identifiable, financial, clinical, and management information and other Healthcare Organization Network-specific data that is not in the public domain, and that is disclosed to Independent Affiliate by Healthcare Organization Network so that Independent Affiliate may provide Contracted Services is highly confidential and in some cases such confidentiality is mandated by law. Thus, Independent Affiliate Agency agrees to respect and abide by all applicable federal, state, and local laws pertaining to confidentiality with regard to all information and records obtained or reviewed in the course of providing Contracted Services.
Healthcare Organization Network further asserts, and Independent Affiliate acknowledges that particularly concerning the financial and clinical information, disclosure of Healthcare Organization Network’s confidential information could have a severe adverse impact on Healthcare Organization Network’s business and/or market position. Therefore, Independent Affiliate warrants and agrees that Independent Affiliate shall not use any of Healthcare Organization Network’s confidential information for any purpose whatsoever, except to the extent necessary to provide the services identified in this Agreement and any professional services agreement the Healthcare Organization Network and Independent Affiliate enter into, and shall not disclose any of Healthcare Organization Network’s confidential information to any other person, firm, or entity without the prior written authorization of Healthcare Organization Network.
Independent Affiliate may disclose or provide access to Healthcare Organization Network’s confidential information only to those Independent Affiliate agents, employees, or contractors who (i) require access to Healthcare Organization Network confidential information for Independent Affiliate to exercise its rights and perform its obligations hereunder; and (ii) have executed a Non-Disclosure Agreement in form and substance satisfactory to Healthcare Organization Network, that effectively prohibits the disclosure and unauthorized use of Healthcare Organization Network’s confidential information.
Disclosure Under Law
Company reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.
Personally Identifiable Information.
Personal and certain other information is subject to the Website’s Privacy Policy. As a condition of using the Website you agree to the terms of the Privacy Policy, as it may be changed from time to time. Company Privacy Policy, which is incorporated herein by reference, is located at http://www.empowerxinc.com. You agree that your use of any Communications Service is subject to the Privacy Policy.
User Data Access
User is responsible for user-submitted data (“User Data”). User grants Company a non-exclusive and non-transferable license to access the content, records, or other data uploaded to EmpoweRx Marketplace or transmitted to Company. This grant by User is to assist Company in performing its duties and obligations under this Agreement.
Position Posting and Applicant Selection
Healthcare Organization Network will create a request for Contracted Services within the EmpoweRx (“Open Position”). For each Open Position, Healthcare Organization Network will input to the Site, among other things, Healthcare Organization Network’s requirements for the Open Position, including, without limitation, required training, credentials, specialty, work authorization, availability, and licenses (the “Position Requirements”).
Independent Affiliates have the right to apply to match with Open Positions (“Position Applicant”) within the Technology Platform. Healthcare Organization Network maintains the sole responsibility to review and select or reject Position Applicants. Healthcare Organization Network is solely responsible for deciding whether a Position Applicant is suitable and qualified for an Open Position based on the Position Requirements. Healthcare Organization Network is responsible for verifying the accuracy and completeness of all information provided by the Position Applicant, via the Technology Platform.
Contractual Relationship Between Healthcare Organization and Independent Affiliate.
If Healthcare Organization Network and Independent Affiliate decide to enter into a professional services relationship facilitated by the Technology Platform (“Active Placement”), the Site will generate a sample agreement outlining proposed terms of the said relationship between the Healthcare Organization Network and Independent Affiliate (“Confirmation Agreement”). Healthcare Organization Network and Independent Affiliate may enter into any agreements they deem appropriate, including the Confirmation Agreement, provided those agreements do not conflict with, narrow, or expand Company’s rights and obligations under this Agreement or any other agreement Healthcare Organization or Independent Affiliate has entered into with Company. Company is not a party to any contract between Healthcare Organization Network and Independent Affiliate nor responsible for any aspect of any contract between the two parties.
Healthcare Organization Network and Independent Affiliate bear the sole responsibility for choosing to use the Confirmation Agreement. Company disclaims any liability for the outcomes of using the Confirmation Agreement, which is offered solely as a sample and may not be suitable for all jurisdictions or contracts. The Confirmation Agreement is not intended to and does not: (a) constitute legal advice, (b) establish an attorney-client relationship, or (c) serve as advertising or a solicitation of any kind. You should consult a licensed attorney to address your specific legal needs.
AT NO TIME WILL YOUR USE OF THE TECHNOLOGY PLATFORM OR ENGAGEMENT IN CONTRACTED SERVICES WITH ANOTHER USER CREATE AN AGENCY RELATIONSHIP, EMPLOYMENT RELATIONSHIP, PARTNERSHIP, OR JOINT VENTURE BETWEEN THE CONTRACTING USERS. NOTHING IN THIS AGREEMENT IS INTENDED TO OR SHALL BE DEEMED TO CREATE A RELATIONSHIP OF PARTNER, JOINT VENTURE, OR EMPLOYER/EMPLOYEE BETWEEN INDEPENDENT AFFILIATE AND HEALTHCARE ORGANIZATION NETWORK
Timekeeping, Remittance, and Payment
During the course of an Active Placement, Healthcare Organization Network and Independent Affiliate shall use the Site for timekeeping and payments for Contracted Services. Independent Affiliate shall submit a timecard through the site for services rendered during the week to a Healthcare Organization Network (“Timecard”) no later than 11:59 p.m. (local time zone) on Sunday of that week. Failure to submit a Timecard before the time specified may cause a delay in the Independent Affiliate receiving payment for their services to a Healthcare Organization network. INDEPENDENT AFFILIATE ACKNOWLEDGES AND AGREES THAT COMPANY WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, OR EXPENSE CAUSED BY ANY SUCH DELAYS.
Healthcare Organization reserves the right to review and edit the Timecard. Company will notify Independent Affiliate, through the Site, if Healthcare Organization Network modifies a submitted Timecard. In the event Independent Affiliate does not agree with the modifications to the Timecard, Independent Affiliate will immediately contact Company. Once a Timecard is approved by the Healthcare Organization Network, the Company is not liable for any changes to the Timecard.
Company shall serve as a clearing house platform for billing and payment for Contracted Services. Company will invoice the Healthcare Organization Network the amount for services rendered by the Independent Affiliate (“Remittance”), and Healthcare Organization shall transfer Remittance to Company in accordance with the terms set out in the applicable Healthcare Organization Network Marketplace Agreement. Company will distribute Remittance to Independent Affiliate within a commercially reasonable timeframe following Company’s actual receipt of complete and reconciled Remittance from Healthcare Organization Network, provided that all of Independent Affiliate’s payment information is current and accurate. Independent Affiliate acknowledges that Company will not pay or reimburse any federal, state, or local taxes (exclusive of taxes on Company’s net income).
Company utilizes a third party, Stripe, Inc., for the acceptance, processing, and payment of Remittances. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL NOT HOLD COMPANY AT FAULT OR LIABLE FOR ANY DAMAGE, LOSS, OR EXPENSE CAUSED BY ANY DELAYS IN THE PROCESSING OF REMITTANCES.
Communication Between Users
You acknowledge that you will utilize the Technology Platform Communication Services, and only them, for all communications with other Users, including, but not limited to, communications concerning Open Positions, Position Requirements, Position Applicants, Active Placements, Confirmation Agreements, Timecards, Remittance, and any other matter related to Contracted Services.
Independent Affiliate Qualifications, Certifications, Licenses, and Compliance.
Independent Affiliate asserts that its agents, employees, or contractors who will be performing services on an 10 Active Placement will have all qualifications, certifications, and/or licenses required pursuant to federal, state, or local laws or pursuant to any other governmental regulation to fully comply with applicable Position Requirements and for the full performance of Independent Affiliate’s duties agreed to with Healthcare Organization Network. Independent Affiliate shall provide documentation of certifications, including, but not limited to, BLS, ACLS, and applicable State licenses to Company and Healthcare Organization Network prior to commencing Contracted Services. In addition, Independent Affiliate shall upload and maintain up-to-date and valid documentation of such certifications on the Technology Platform. Failure to do so may result in the suspension and/or termination of Independent Affiliate’s access to the Service.
Independent Affiliate shall maintain current and in full force and effect all licenses required by any applicable law or regulation for the business and operations of Independent Affiliate and for the Contracted Services to be rendered by Independent Affiliate and its agents, employees, or contractors. If at any time during the term of this Agreement, there shall be any voluntary or involuntary restriction, suspension, revocation, withdrawal, or nonrenewal of an Independent Affiliate license or certification to provide these Contracted Services, the Contracted Services shall terminate immediately and become null and void and be of no further force or effect. Independent Affiliate shall promptly notify Healthcare Organization Network within the Technology Platform by utilizing Communications Services of any such restriction, suspension, revocation, withdrawal, or non-renewal of license or certification.
Independent Affiliate agrees to be bound by all the rules, regulations, policies, procedures, licensure, and accreditation standards (e.g., JCAHO) by which Healthcare Organization Network must abide. Independent Affiliate agrees to cooperate with any administrative procedures that may be adopted by Healthcare Organization Network regarding the performance of Contracted Services. Independent Affiliate also agrees to cooperate with Healthcare Organization Network and to participate in any review, survey, or audit of Healthcare Organization Network.
Independent Affiliate understands and agrees that Healthcare Organization Network shall retain professional accountability and responsibility for the Contracted Services provided by Independent Affiliate Contractor to patients. Independent Affiliate understands and agrees that patients shall be accepted for care only by Healthcare Organization Network. Independent Affiliate agrees that the ordering physician shall develop the plan of care for all patients with contributions from Independent Affiliate Contractor, and Independent Affiliate agrees that Healthcare Organization Network shall perform the initial assessment and ongoing assessment of all patients.
During an Active Placement, Independent Affiliate shall abide by Healthcare Organization Network rules and regulations, including professional appearance policy, complying with existing labor laws and regulations, and, if applicable, signing Health Organization Network’s confidentiality statement before commencing services at the Healthcare Organization Network.
Throughout the term of this Agreement and any agreement Independent Affiliate enters into with a Healthcare Organization Network regarding an Active Placement and Contracted Services, Independent Affiliate shall comply with all laws, statutes, rules and regulations, and all administrative and judicial orders and decisions, of all federal, state and local governmental authorities of competent jurisdiction, now or hereafter in force or effect, in the conduct of business and operations of Independent Affiliate and in all matters with respect to Contracted Services.
Independent Affiliate Non-Discrimination.
Independent Affiliate agrees not to discriminate in providing Contracted Services based on race, color, national origin, ancestry, religion, gender, marital status, sexual orientation, or age.
Independent Affiliate Insurance
Independent Affiliate shall maintain such insurance as fully protects it and its agents, employees, and contractors from any and all claims of any nature for damage to property or from personal injury, including death, made by anyone that may arise from the provision of Contracted Services.
Independent Affiliate shall maintain throughout the entire term of this Agreement and any agreement Independent Affiliate enters into with a Healthcare Operation Network regarding a Placement, as may be renewed or extended from time to time, a policy or policies of professional malpractice liability insurance with coverage limits that are standard in the industry for the services being provided. Independent Affiliate shall provide proof of insurance prior to commencing Contracted Services.
Worker Classification
Healthcare Organization Network shall have sole and exclusive responsibility for determining whether Independent Affiliate is properly classified as an independent contractor or employee. Company shall have no authority or responsibility whatsoever for making such determinations. Healthcare Organization Network warrants that all such determinations will comply with applicable laws and regulations and assumes full liability for all determinations made pursuant to this Agreement.
Taxes and Benefits
Independent Affiliate expressly understands and agrees that Independent Affiliate is responsible for all tax obligations arising from Remittance received through EmpoweRx Marketplace or any services agreement facilitated through this Site, including but not limited to income taxes, self-employment taxes, and any other applicable tax liabilities. Independent Affiliate further acknowledges that Company provides no insurance under any circumstance and Independent Affiliate is solely responsible for securing and maintaining any required insurance coverage, including but not limited to, unemployment, disability, workers’ compensation, health, liability, or other insurance required by law.
Independent Affiliate Subscription and Cancellation
In exchange for the Services and access to EmpoweRx Marketplace to be provided under this Agreement (“Subscription”), Independent Affiliate shall pay to Company a monthly fee of $150, payable on a monthly basis, or, in the alternative, an annual fee of $1400, payable on an annual basis (“Subscription Fee”). The first Subscription Fee payment is due upon the Effective Date of this Agreement. For monthly Subscription Fees, subsequent payments are due on the same calendar day of each month thereafter. For annual Subscription Fees, subsequent payments are due on the same calendar day of each year thereafter.
Independent Affiliate shall provide valid payment card information or other approved payment method to the Company for automatic billing of the Subscription Fee. Independent Affiliate authorizes the Company to charge the provided payment method for all Subscription Fees as they become due. Company reserves the right to suspend Independent Affiliate’s access to the Site and its Services if payment is not received within ten (10) days after the due date.
The Subscription Fee is exclusive of any taxes, levies, duties, or similar governmental assessments of any nature (collectively, “Taxes”). Independent Affiliate is responsible for paying all Taxes associated with its purchases under this Agreement, excluding taxes based on the Company’s net income.
Company may change the Subscription Fee upon thirty (30) days’ prior written notice to Independent Affiliate. If Independent Affiliate continues to use the Site and its Services after the fee change takes effect, Independent Affiliate will be deemed to have accepted the new Subscription Fee.
All Subscription Fee payments are non-refundable, except as expressly provided in this Agreement or required by applicable law.
Independent Affiliate may cancel its Subscription at https://app.empowerxinc.com/ or by contacting Company at admin@empowerxinc.com or (800) 403-9117. If Independent Affiliate cancels its Subscription, it may continue to use its Subscription until the end of the then-current Subscription Fee period. Independent Affiliate will not be entitled to a prorated refund for any portion of the Subscription Fee paid for the current period.
In the event Independent Affiliate cancels its Subscription, Independent Affiliate acknowledges it may still be bound to any agreements and contractual provisions it has entered into with a Healthcare Organization Network for Contracted Services, including but not limited to, the use of the EmpoweRx Marketplace for all communications with Healthcare Organization Network, in accordance with Section 26 of this Agreement.
In the event that Independent Affiliate cancels its Subscription and Independent Affiliate subsequently requests to reactivate its Subscription, the Company, at its sole discretion, may impose a reactivation fee (“Reactivation Fee”) of up to $1400.
Audit Rights
User agrees to maintain financial records that meet generally accepted accounting principles (GAAP). User will make these records available for examination and audit, within fifteen (15) days of receiving written notice. Audits will not occur more than once a year. Audits under this request include the three years before such audit request. Financial records and audit rights continue for a period up to three (3) years after receipt/delivery of final Remittance under this Agreement. All reviews/audits must occur during normal business hours.
To the extent required by Section 1861(V)(1)(I) of the Social Security Act, User and Company each will, upon proper request, allow the United States Department of Health and Human Services, the Comptroller General of the United States and their duly authorized representatives access to all books, documents, and records necessary to verify the nature and extent of the costs of services provided under and related to this Agreement and Site. This section covers any time during the term of these Terms of Use and the four (4) year period following the last date of services under these Terms of Use.
HIPAA Compliance
You acknowledge you may be subject to compliance with the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and also subject to the final regulations implementing the privacy provisions of HIPAA as amended from time to time as codified at 45 C.F.R. Parts 160 and 164. You agree to work in 13 accordance with this Agreement to ensure compliance with these referenced statutes and regulations and any other industry-specific law You are subject to.
Non-Circumvention
You expressly agree that any introductions, connections, interactions, or engagements facilitated through EmpoweRx Marketplace constitute valuable proprietary information of Company. You agree that during the term of this Agreement, and for a period of one (1) year immediately thereafter, You shall not, directly or indirectly: (1) engage in any commercial exchange, contract, agreement, or business relationship with another User initially introduced through the Site outside of the Technology’s transactional framework; or (2) attempt to avoid, circumvent, or bypass the Site’s standard transaction processes or fee structures.
You acknowledge that, in the event of a breach of this Non-Circumvention Clause, Company will suffer irreparable harm and that monetary damages will be inadequate to compensate Company for such a breach. Therefore, Company shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.
Disclaimer & Limitations on Liability.
You understand that Company cannot and does not guarantee or warrant that files available for downloading from the Company Websites will be free of viruses, worms, Trojan horses, or other code that may cause damage or harm to your computer(s) or network(s). You acknowledge that you will be solely responsible for implementing sufficient procedures and checkpoints to protect your computer(s) and network(s), and that you will maintain adequate means of backup of your personal data, external to this Website. Company further disclaims any responsibility to ensure that the Content located on its Websites is necessarily complete and up-to- date.
YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON- INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED ON ANY COMPANY WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF ANY CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE USER ACKNOWLEDGES THAT THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND COMPANY MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT. COMPANY MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.
COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY INCIDENTAL, DIRECT,INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, LOSS OF GOODWILL OR REPUTATION, USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY, COST OF REPLACEMENT GOODS OR SERVICES, PAIN, AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE.
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF COMPANY AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO COMPANY FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE. ALL CLAIMS MADE BY YOU HEREUNDER MUST BE MADE WITHIN ONE YEAR OF THE ACTION TO WHICH SUCH CLAIM RELATES OR FOREVER BE BARRED.
Indemnity
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, CONTENT PROVIDERS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, AND CONTRACTORS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, JUDGMENTS, AWARDS, LIABILITIES, COSTS, LOSSES, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING FROM OR RELATING TO ANY CLAIM, SUIT, PROCEEDING, DEMAND, OR ACTION BROUGHT BY YOU OR A THIRD PARTY AGAINST AN INDEMNIFIED PARTY ARISING OUT OF OR RELATING TO: (A) ANY BREACH OF THESE TERMS OF USE BY YOU, INCLUDING ANY USE OF CONTENT OTHER THAN AS EXPRESSLY AUTHORIZED IN THESE TERMS OF USE; (B) ANY USER CONTENT YOU SUBMIT, POST, OR TRANSMIT THROUGH THE SITE; (C) YOUR FAILURE TO COMPLY WITH APPLICABLE LAWS OR REGULATIONS; (D) ANY CONTRACT ENTERED INTO BETWEEN YOU AND ANOTHER USER, INCLUDING, BUT NOT LIMITED TO, THE CLASSIFICATION OF INDEPENDENT AFFILIATE AS AN INDEPENDENT CONTRACTOR OR OTHER LABOR-RELATED CLAIMS; (E) NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD BY YOU IN RELATED TO THIS SITE, CONTRACTED SERVICES, OR COMPENSATION.
Disputes
If there is any dispute about or involving these Terms of Use, the Website and/or any Communications Services, you agree that any dispute shall be governed by the laws of the State of Delaware, notwithstanding any principles of conflicts of law. You specifically consent to personal and exclusive jurisdiction by and venue in any State and Federal courts in Delaware in connection with any dispute between you and Company arising out of or involving this Agreement, the Website and/or any Communications Services.
Termination
Unless agreed to otherwise in writing or contrary to any terms in any separate agreement between You and Company, either party may terminate this Agreement at any time, with or without cause, by providing written notice to the other party. The terminating party must provide written notice of termination to the other party. Such notice shall be effective immediately upon receipt, unless a later effective date is specified in the notice. You may provide written notice to admin@empowerxinc.com Upon termination of this Agreement: (1) Your right to access and use the 15 Site shall immediately cease; (2) Company may delete or disable Your account and all related information and files associate with the account; (3) Company will cease providing any Services to You; and (4) any rights and license granted to You under this Agreement shall immediately terminate.
Following termination, Company may retain User Data for a commercially reasonable period of time for backup, archival, or audit purposes. Company shall securely delete or anonymize User Data in its systems or otherwise in its possession or control as soon as reasonably practicable, unless legal obligations require longer retention.
Neither party shall be liable to the other for any damage, loss, or expense arising solely from the termination of this Agreement in accordance with its terms.
You acknowledge that the termination of this Agreement does terminate or otherwise impact any contract You entered into with another User for Contracted Services, and you may still be bound to any such agreements and contractual provisions You have entered into, including, but not limited to, the use of the EmpoweRx Marketplace for timekeeping, billing, and communications related to a Placement and Contracted Services
Survival
If The definitions in the Agreement and the rights, duties, and obligations of the parties in the Agreement that by their nature continue and survive shall survive any termination or expiration of the Agreement.
Miscellaneous
If any part of these Terms of Use is found by a court of competent jurisdiction to be unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.
YOU MUST BE AT LEAST 18 YEARS OF AGE TO REGISTER, ACCESS AND USE ANY SERVICE PROVIDED BY THIS WEBSITE. IF YOU ARE UNDER THE AGE OF 18, DO NOT USE THIS WEBSITE FOR ANY PURPOSE.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of this Agreement or use of Company’s Websites.
These Terms of Use constitute the entire agreement among the parties relating to the subject matter hereof, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Company with respect to Company’s Site and Services. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use the Website or any of its Services. Company may revise these Terms of Use at any time by updating this posting. You should review the Agreement from time to time to determine if any changes have been made to the Agreement. Your continued use of the Website after any changes have been made to this Agreement signifies and confirms your acceptance of any changes or amendments to this Agreement.
Neither You nor Company is liable for any delay or failure in performance required under the EmpoweRx Marketplace Terms of Use where such delay or failure to perform results from circumstances beyond either reasonable control. These circumstances include without limitation, labor disputes, accidents, any law, order or requirement of any governmental agency or authority, civil disorders or commotions, acts of aggression, fire or other casualty, strikes, acts of God, explosions, material shortages, plagues, pandemics, or other novel health matters as declared by the World Health Organization or Center for Disease Control. In the event these, or any unforeseen, circumstances arise, performance time will extend for a period of time equal to the time lost. In any event, where such extension of time exceeds ninety (90) days either You or Company may terminate this Agreement.
The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by Company must be in writing and signed by an authorized representative of the Company.
You may not assign, transfer, or delegate this Agreement, without prior written consent from Company.
The section titles in the Agreement are for convenience only and have no legal or contractual effect.
Please report any violations of this Agreement to the Company admin@empowerxinc.com or (800) 403-9117 If you have any questions regarding this Agreement, please contact us at admin@empowerxinc.com.
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