Praos Health Terms of Service
Effective May 1, 2019, for current users, and upon acceptance for new users.
Welcome, the websites www.praoshealth.com and online services (the “website”) and mobile applications (“mobile Apps., or “mobile.” or “App”), together known as the “Praos Platform” are owned and operated by Praos Health Inc., its predecessors or successors in interest, and its Affiliates (“Praos Health”, “we”, or “our” or “us”), a career and credential management service for healthcare nursing professionals (the “Services”).
This Services Agreement (“Agreement”) is a contract between you (“you” or “User”) and Praos Health. By using the Praos Platform, you agree that you have read, agree to, and accept all of the terms and conditions contained in this Agreement, whether or not you are a User registered directly on the Praos Platform or via an entity including, but not limited to, healthcare service providers, staffing service providers, professional association, or educational institution, together known as “Organization(s)”, using the Praos Platform to offer you the Services. This Agreement incorporates the Praos Health Privacy Policy and any other Specific Terms of Service as applicable.
Acknowledgment And Acceptance Of The Services Agreement
Praos Health reserves the right to change this Agreement, and add additional terms at any time effective upon the date posted on this Agreement. You are responsible for regularly reviewing this Agreement. Continued use of the Praos Platform after any such changes are made to this Agreement shall constitute your consent to such changes. Praos Health does not assume any obligation to notify User of any changes to this Agreement, or the creation or modification of any additional terms.
YOU UNDERSTAND THAT BY USING THE PRAOS PLATFORM YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE PRAOS PLATFORM.
1. Use Of The Services
1.1 Eligibility
You may only use the Praos Platform if you are at least 18 years of age and able to form legally binding contracts under applicable law. If you do not qualify, you may not use the Praos Platform.
1.2 Functionality
In order to access the Service, you will have to create an account identified by your email address and password. You consent to our using the email address to send you communications or data regarding Praos Health or the Praos Platform, including but not limited to: (a) notices about your use of the Praos Platform and your Services, including any notices concerning violations of use; (b) updates; and (c) promotional information and materials regarding Praos Health’s products and services, via electronic mail. We give you the opportunity to opt-out of receiving promotional electronic mail from us by following the opt-out instructions provided in the message.
By connecting to Praos Health using a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
You acknowledge and agree that Praos Health may use third party vendors and/or partners to provide the Services (or any portion of the Services) to you, and share personal information with such third parties as necessary in order to provide the Services to you.
By using the Services, you acknowledge that we do not have control over the quality, accuracy, completeness, veracity or legality of content provided by third parties.
You give us permission to store your uploaded professional licenses, certifications, education, resumé or CV and other personal data (‘Information’) to provide the Services and to check your professional licenses, and professional certifications using primary verification sources. As part of your use of the Praos Platform, you agree to consent to these checks. Praos Health will send alerts and reminders for any upcoming license or certification renewals via the mobile app, text and/or email, and website based on your profile settings. It is your responsibility to maintain your licenses and certifications and update your profile settings.
You consent to share your Information when you apply for a job posted by an Organization and/or to the Organization through which you registered for the Services. In addition, you acknowledge that we do not have control over the integrity, responsibility or actions of Organizations.
1.3 Account Creation and Suspension
When creating your account and providing Information to access the Services through your account, you represent and warrant that you will provide accurate and complete Information and consent to Praos Health verifying such Information.
You may control your Information and how you interact with the Services by changing the settings in your Settings page. You are solely responsible for the activity that occurs under your account. All Users must keep their account passwords secure. You must notify Praos Health immediately of any breach of security or unauthorized use of your account. Praos Health will not be liable for any losses caused by any unauthorized use of your account.
Users have no ownership rights in their accounts and in the event that your account is terminated by you, your organization, or us, the contents of your account may not be available. Praos Health reserves the right to delete a User Account in the event of any inactivity. You may terminate your account at any time by contacting Praos Health using the Contact Us section of the website.
If you access Praos Health through a social networking site, you agree that Praos Health can access, store, and make available on the Services, any information and data that you provide in your applicable social networking site account such that the same information is available in your Praos Health account. You agree that we are not liable for any personal information that is made available to us in violation of your privacy settings with the applicable social networking site.
Praos Health may suspend or terminate your account and/or your access to the Services, or any portion of the Services at any time without notice to you, if we believe that you have violated the terms of this Agreement. Upon any such termination, all the provisions of this Agreement shall continue to survive except for any provisions that grant you access to any of the Services. You agree that we will have no liability to you for any termination or suspension of your access to the Services.
1.4 General Rules for Use of the Praos Platform and Services
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Praos Platform in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the Praos Health servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (iii) transmitting spam, chain letters, or other unsolicited communications; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information from the Services, except as expressly permitted by certain features of the Services; (viii) using the Services for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Services; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; (xiii) disclosing or sharing login credentials; (xiv) reverse engineering or decompiling any parts of the Services; (xv) frame or link to any information or content on the Services; (xvi) post or submit any inaccurate, incomplete, or false biographical information or another person’s information; or (xvi) post or submit any material that is unlawful, illegal, defamatory, offensive, discriminatory, threatening, or obscene as determined by Praos Health.
We may, without prior notice, change any aspect of the Services; stop providing the Services or features of the Services, or create usage limits for the Services (for free and paid products). We may permanently or temporarily limit, condition, terminate or suspend your access to the Services or any features thereof, without notice and liability for any reason, including if in our sole determination you breach or violate any provision of this Agreement, commit fraud or other abuse using the Services, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
You are solely responsible for your interactions with other Praos Platform Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Praos Health shall have no liability for your interactions with other Users, or for any User’s action or inaction. Praos Health shall have no obligation to you to enforce this Agreement against any other User.
1.5 Support
If you have questions about the Services or your Account, please email us at support@praoshealth.com or call the numbers listed in the Contact Us section of our website.
2. User Content And Users
User is solely responsible for the contents of its Information and its transmissions through the Praos Platform, and the Platform simply acts as a passive conduit for User to send and receive information of User’s own choosing. However, Praos Health reserves the right to take any action it deems necessary or appropriate in its sole discretion if it believes User or User’s information may create liability for Praos Health, compromise or disrupt the Praos Platform or other Users, or may cause Praos Health to lose (in whole or in part) the services of Praos Health’s ISPs or other suppliers. User’s use of the Praos Platform is subject to all applicable local, state, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). User agrees: (1) to comply with US law regarding the transmission of technical data exported from the United States through the Service; (2) not to use the Service for illegal purposes; (3) not to interfere or disrupt networks connected to the Service; (4) to comply with all regulations, policies and procedures of networks connected to the Service; (5) not to use the Service to infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (6) not to transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. User further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. User’s conduct is subject to Internet regulations, policies and procedures. User will not use or reference the Praos Platform for chain letters, junk fax or junk mail, spamming or any use of distribution lists to any person who has not given specific permission to be included in such a process, and will not attempt to gain unauthorized access to other computer systems. User shall not interfere with another User’s use and enjoyment of the Praos Platform or another entity’s use and enjoyment of similar services.
Praos Health reserves the right to disclose User Content and any Information related to the provider of such User Content, to third parties in connection with the operation and provision of the Services, to enforce the terms of any agreement that we have with you, to comply with legal obligations and requests from governmental authorities, law enforcement agencies, court orders, subpoenas, etc., and to protect the interests of Praos Health where necessary. For the avoidance of doubt, you agree that we have the right to disclose your identity to a third party who is claiming that any User Content or Information you posted, provided or uploaded is fraudulent, false, or misleading or constitutes a violation of the law, or a violation of their intellectual property or ownership rights, or of their right to privacy.
3. Additional Terms That Apply To Job Applicants
With respect to Users, Praos Health merely provides the platform for Users and Organizations to communicate and share Information. Users understand and agree that the job description, requirements, required documentation, employment screening, terms, pay rate, work hours, service dates, will be established by the Organization and not by Praos Health. User acknowledges that Praos Health does not, in any way, supervise, direct, or control Organizations or Users. Praos Health does not set User contract terms, fees, rates, work hours, work schedules, or location of work. Praos Health merely provides the ability for accessing resources and work aids provided by Organization and made available to the User. Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between Praos Health and you.
4. Required Notifications
User will notify Praos Health by sending an email or written communication to the Contact Us section on the website or directly to their Organization of any change in name within three days of such change for further verifcation with licensing boards.
5. Promotions And Referral Programs
Praos Health, at its sole discretion, may make available promotional codes or other incentives with different features to any User or prospective User. Praos Health may offer you with incentives at its discretion for referring new Users or as an appreciation for a User’s continued loyalty to the Site. These promotions are subject to change and are given at Praos Health’s sole discretion.
6. Mobile Software
6.1 Mobile Software from the Apple App Store
The following applies to any Mobile Software you acquire from the Apple App Store or its successors (“Apple App Store-Sourced Software”) as operated by Apple Inc. or one of its affiliates (“Apple”): To the extent the other terms and conditions of the Agreement are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to the Apple App-Store Software. You acknowledge and agree that this Agreement is solely between you and Praos Health, not Apple, and that Apple has no responsibility for the Apple App-Store Software or content thereof. Your use of the Apple App-Store Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple App-Store Software. In the event of any failure of the Apple App-Store Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple App-Store Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple App-Store Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Praos Health as provider of the software. You and Praos Health acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple App-Store Software or your possession and/or use of the Apple App-Store Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple App-Store Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to Praos Health as provider of the Apple App-Store Software. You acknowledge that, in the event of any third party claim that the Apple App-Store Software or your possession and use of that Apple App-Store Software infringes that third party’s intellectual property rights, Praos Health, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and Praos Health acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement as relates to your license of the Apple App-Store Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the Apple App-Store Software against you as a third-party beneficiary thereof.
6.2 Mobile Software from Google Play.
If you acquire any Mobile Software from Google Play (or its successors) operated by Google, Inc. or one of its affiliates (“Google”), then to the extent of any conflict between (a) the Google Play Terms of Service and the Google Play Business and Program Policies or such other terms which Google designates as default end user license terms for Google Play (all of which together are referred to as the “Google Play Terms”), and (b) the other terms and conditions in this Agreement, the Google Play Terms shall apply with respect to your use of any Mobile Software that you acquire from Google Play. Praos Health and you hereby acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by Praos Health or you (or any other user) under this Agreement or the Google Play Terms.
7. Confidentiality
Confidential Information” means any and all information related to Praos Health’s or any Organization’s business (including procedures, patient information, protected data, operational information trade secret, technical information, business forecasts and strategies, marketing plans, vendor and supplies list, personnel information, financial data, and proprietary information of third parties) that Praos Health and/or the Organization considers to be confidential or proprietary or Praos Health has a duty to treat as confidential.
7.1 Use and Disclosure
From time to time, you may be given access to confidential information in the course of using the Praos Platform that you receive from Organizations. During the term of this Agreement and at all times thereafter, you will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Praos Health’s or the Organization’s express prior written consent on a case-by-case basis (d) refrain from disclosing or in any way reveal or disseminate any information pertaining to Organization or its operating methods and procedures that comes to your attention (e) under no circumstances you will remove copies or documents from the premises of the Organization (f) abide and affirm to the HIPAA confidentiality agreement, privacy policy of Organization, and any additional policies provided by the Organization. You will not disclose or in any way reveal or disseminate any PROTECTED HEALTH INFORMATION (PHI) in accordance to the Organization’s policy and Praos Health privacy policy.
7.2 Standard of Care
You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care.
7.3 Removal; Return
Upon Praos Health’s or Organization’s request and upon any termination or expiration of this Agreement, you will promptly (a) return to Praos Health or, if so directed by Praos Health, destroy all Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to Praos Health in writing that you have fully complied with these obligations.
You understand and shall be responsible for any direct or consequential damages resulting from any violation of this Confidentiality. This Confidentiality shall remain in effect even after the use of the Praos Platform has been suspended or terminated or Organization use of Praos Platform has been suspended or terminated.
8. Indemnification
To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold harmless Praos Health and its subsidiaries, and their respective directors, officers, board members, employees, agents, successors and assigns, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to all legal fees and expenses) arising from: (i) your use of and access to the Services, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement and any other agreement that you have with Praos Health, including without limitation your breach of any of the representations and warranties herein; (iii) your violation of any third-party rights, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation, including, without limitation, your violation of the US Fair Credit Reporting Act and any applicable data protection laws; (v) any claims or damages that arise as a result of your User Content; (vi) any other party’s access and use of the Services with your account or log-in information; and/or (vii) your intentional or willful misconduct, or negligence.
9. Warranty Disclaimer
The Application is provided “as is,” as available and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). We disclaim all and make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability of any third party. Some states and jurisdictions do not allow for all the foregoing limitations on implied warranties, so to the extent, if any, some or all of the above limitation may not apply to you.
10. Limitation Of Liability
(A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, IN NO EVENT SHALL PRAOS HEALTH, ITS SUBSIDIARIES, AND THEIR RESPECTIVE BOARD MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSOR AND ASSIGNS, BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY, OR OTHERWISE FOR ANY (I) DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR LOSSES; (II), LOSS OF PROFITS, GOODWILL, USE, DATA THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL PRAOS HEALTH BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
(B) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRAOS HEALTH ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR USE OF OUR SYSTEMS OR SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; (IV) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (VI) ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; (VII) USER CONTENT OR (VIII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY.
(C) IN NO EVENT SHALL PRAOS HEALTH, ITS SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, SUCCESSORS AND ASSIGNS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO PRAOS HEALTH IN THE 1 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM OR USD $10, WHICHEVER IS LESSER.
(D) THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY OR ANY OTHER BASIS AND EVEN IF PRAOS HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
11. Security
Unfortunately, the transmission of information over the Internet is not completely secure and we cannot, therefore, guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
12. Termination By Praos Health
Praos Health together with your Organization reserves the right to terminate your access to the Praos Platform if you have not used the Service in the previous twelve calendar months or if you are in material breach of the agreement.
13. General Provisions
13.1 Law.
This Agreement or any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the State of Texas regardless of your country of origin or where you access Praos Health, and notwithstanding any conflict of law principles.
13.2 Mandatory Binding Arbitration and Class Action Waiver.
Praos Health and you mutually agree to resolve any justiciable disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C Sections 1-16) and shall apply to any and all claims arising out of or relating to this Contract, the termination of this Contract, and all other aspects of the User’s relationship with Praos Health, past, present, or future, whether arising under federal, state or local statutory and/or common law, including without limitation harassment, discrimination or retaliation claims and claims arising under or related to the Civil Rights Act of 1964, Americans with Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, or Fair Labor Standards Act, state statutes or regulations addressing the same or similarly subject matters, and all other federal or state legal claims arising out of or relating to User’s relationship or termination of that relationship with Praos Health. However, this Agreement does not apply to litigation between you and Praos Health pending in a state or federal court as of the date of your receipt of this Agreement, nor does it apply to any claim that may be arbitrated as provided by an Act of Congress or lawful, enforceable Executive Order.
(a) If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitation period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration by User must be delivered to Dominique Stafford at legal@praoshealth.com.
(b) Class Action Waiver. Praos Health and User mutually agree that by entering into this agreement to arbitrate, both waiver their right to have any dispute or claim brought, heard or arbitrated as a class action, collective action and/or representative action, and an arbitrator shall not have any authority to hear or arbitrate any class, collective or representative action (“Class Action Waiver”). Notwithstanding any other clause contained in this Agreement of the AAA Rules, as defined below, any claim that all or part of this Class Action Waiver is enforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, representative or private attorney general action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective, representative and/or private attorney general action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
14. Intellectual Property Rights
Subject to and conditioned on compliance with the Terms of Service, Praos Health grants you a limited license to access and, if you have created an Account, to use the Praos Platform. You must not access (or attempt to access) the Praos Platform by any means other than the interface provided, and you will not use information from the Praos Platform for any purposes other than the purposes for which it was made available. You agree not to use the Praos Platform for offering any goods or services other than those you are contracted by the Customer. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Praos Platform in any way for any public or commercial purpose without Praos Health’s prior written consent. You must not use any content of the Praos Platform on any other website or in a networked computer environment for any purpose except your own viewing without Praos Health’s prior written consent. You must not frame or link to the Praos Platform except as permitted in writing by Praos Health. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Praos Platform unless expressly permitted by applicable law. You will not access the Praos Platform in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Praos Platform. Praos Health and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Praos Platform. The Praos Health logos and names are trademarks of Praos Health and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Praos Platform may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in the Terms of Service confers any license under any of Praos Health’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.
14.1 User Content License
When you post user content on the Praos Platform or provide Praos Health with user content, you represent and warrant that you have the right, power, and authority to post that user content and grant the licenses specified below. You further represent and warrant that by posting or providing such user content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your user content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such user content and that Praos Health may exercise the rights to your user content granted under the Terms of Service without any liability or obligation for any payment.
You retain all ownership rights in any user content you post on Praos Health. To the extent permitted by applicable law, you also grant to Praos Health and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such user content and your name, voice, and/or likeness as contained in your user content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Praos Platform and Praos Health’s (and our successors’ and Affiliates’) business, including, without limitation, for promoting and redistributing part or all of the Praos Platform (and derivative works thereof) in any media formats and through any media channels. You also hereby grant Praos Health a non-exclusive license to access your user content through the Praos Platform and to use, reproduce, distribute, display, and perform such user content to the extent permitted through the normal functionality of the Praos Platform and subject to all applicable confidentiality and other provisions of this Agreement, our Privacy Policy, and applicable law.
Notwithstanding the foregoing paragraph, Praos Health will only use or disclose user content you post to any non-public area of the Praos Platform to the extent necessary to provide Services to you as further described in our Privacy Policy.
The licenses to user content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your profile from the Praos Platform, except that you grant Praos Health and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
You may submit comments or ideas about the Praos Platform, including without limitation about how to improve the Praos Platform (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place Praos Health under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Praos Health does not waive any rights to use similar or related ideas known or developed by Praos Health or obtained from sources other than you.
15. Entire Agreement
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Praos Health relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Praos Health drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Praos Health because of the authorship of any provision of the Terms of Service.
16. Compliance
User will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Praos Platform. Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ Intellectual Property Rights.
17. Modifications
No modification or amendment to the Terms of Service will be binding upon Praos Health unless in a written instrument signed by a duly authorized representative of Praos Health. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles.
18. No Waiver
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.
19. Assignability
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Praos Health’s prior written consent in the form of a written instrument signed by a duly authorized representative of Praos Health (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles). Praos Health may freely assign this Agreement or the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service will inure to the benefit of the successors and permitted assigns of the parties.
20. Severability
If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
CUSTOMER AGREEMENT
These Terms of Service are effective on May 1, 2019, for current administrators and users, and upon acceptance for new administrators and End users.
1. PRAOS HEALTH TERMS OF SERVICE
This Agreement is between you (“you”, or “your” or “user” or “end user”), as an authorized user of the Praos Health platform and services described in Section 2 below, and Praos Health Inc., a Delaware Corporation, its predecessors or successors in interest, and its Affiliates (“Praos Health”, “we”, or “our” or “us”), as specified in the following paragraphs, and governs the terms and conditions of your use of the Services.
2. DEFINITIONS AND DESCRIPTION OF SERVICES
The websites www.praoshealth.com and online services (the “website”) and mobile applications (“mobile Apps., or “mobile.” or “App”), together known as the “Praos Platform” providing a healthcare Credential management and Staffing solution (the “Services”) for entities including but not limited to hospitals, nursing homes, home health agencies, telehealth providers, management companies, staffing agencies, professional associations educational institutions (“Healthcare organizations”, “Organizations”), needing to monitor and manage the professional credentials and employability of individuals providing healthcare services including but not limited to nursing, physical therapy, and occupational therapy services (“Healthcare professionals).
The word “you“, “your”, or “User(s), “End User(s)”, as used in this agreement will apply to individuals who access and use the Services on their own behalf and/or as an authorized user of an Organization that has registered on the Praos Platform (“Customer”).
SERVICE DESCRIPTION
- Praos Health will provide an online platform for storing, tracking, and managing a Healthcare professional’s information related to career development and employment including but not limited to personal details, licenses, specialty, certifications, credential documentation, education, work experience, references, resume, project work, health screens, insurance information, and work preferences. (the “Professional Briefcase®”)
- Praos Health will perform professional licensure verification with primary sources, track credential expiration dates to alert and send reminders to both Healthcare professionals and Customers needing to manage the compliance of Healthcare professionals associated with their Organization based on the Professional Briefcase® data. (“Credential management”).
- Healthcare Professionals are matched and notified of job postings from Organizations using the platform based on the rules set by the Organization that the Healthcare Professional belongs to and if they have opted-in to receive such notifications. Matching is based on several criteria including but not limited to the license, certifications, specialty, and work preferences. The platform enables interactive and real-time job notifications, application, screening, licensure verification, candidate selection, supervision, and performance reviews. (“Staffing solution”).
Please read this Customer Agreement (“Agreement”) in its entirety.
ACKNOWLEDGMENT AND ACCEPTANCE OF CUSTOMER AGREEMENT
This Agreement is a contract that sets out the legally binding terms of the relationship between Praos Health, Customer, and Users. “Customer(s)” refers to those Organizations and their authorized users that are registered on the Praos Platform to use the Services. By signing this Agreement and/or by using the Praos Platform, you represent that (1) you have read, understand, and agree to be bound by this agreement, and (2) you have the authority to enter into this agreement personally or on behalf of the company you have named as the Customer, and to bind that company to these terms. The terms “you” and “Customer” refer to you or the legal entity which you work for or represent.
This Agreement incorporates the Praos Health Privacy Policy and any other Specific Terms of Service as applicable. We reserve the right to amend this Agreement (including the Privacy Policy and any Specific Terms of Service) at any time by notifying you as provided in this Agreement. Your continued use of the Services after any such change constitutes your acceptance of the revised Terms of Use. If you do not agree to any of these terms of this Agreement, do not use or access (or continue to access), the Services.
Certain features of the Services may also have their own specific terms and conditions that you agree to when your Organization or entity that you are affiliated with sign up for that particular product, function, or service (“Specific Terms of Service”) which will be included in the signed Master Services Agreement (“MSA”) between us and your Organization or your affiliated entity. The MSA supplements this Agreement, but if any term of this Agreement expressly conflicts with any term of a Specific Terms of Service, the conflicting term in the MSA relating to the Specific Terms of Service will control but only with respect to the applicable product.
By registering with Praos Health, you understand that we may send you communications or data regarding Praos Platform including but not limited to: (a) notices about your use of the Services, including any notices concerning violations of use; (b) updates; and (c) promotional information and materials regarding the Praos Platform, via electronic mail. We give you the opportunity to opt-out of receiving promotional electronic mail from us by following the opt-out instructions provided in the message.
3. USE OF THE SERVICES
3.1 Eligibility
You may only use the Praos Platform if you are at least 18 years of age and able to form legally binding contracts under applicable law. If you do not qualify, you may not use the Praos Platform.
3.2 End Users
CUSTOMER AGREES THAT IT IS RESPONSIBLE FOR ALL INDIVIDUAL END USERS, INCLUDING ADMINISTRATORS, USERS, AND HEALTHCARE PROFESSIONALS AS DEFINED BELOW, WHO ACCESS AND/OR USE THE SERVICE THROUGH CUSTOMER’S ACCOUNT (“End Users”). Accordingly, the terms, conditions, restrictions and obligations of this AGREEMENT applicable to Customer (excluding Customer’s payment obligations to the Company) shall be construed also to apply to all End Users, and Customer shall be liable for any breach hereof by any End Users. Customer understands and agrees that Customer will have the ability to access all End Users’ account activity, profile information, data uploaded, including Customer’s altering the configuration of End Users’ accounts. Customer will provide to End Users all due notices and information regarding Customer’s ability to access, view and control End Users’ use of the Service; and Customer will provide End Users with sufficient written instruction to ensure End Users use the Service in compliance with the terms, conditions, obligations and restrictions set forth herein. Healthcare Professionals will individually need to agree to the Clinician Terms of Service.
You are responsible for all activity, acts or omissions of any person or entity that is able to access the Services under your Praos Health account. Additionally, you agree that: log-in credentials and account information will not be shared with third parties; (ii) you will not sell or sublicense access to your account or the Services; (iii) you will not charge, or receive payment, in cash or in kind, from any individual or entity for use of, or access to, any portion of the Services; (v) you will promptly notify Praos Health of any suspected or alleged violation of this Agreement including any unauthorized use of any password or account information, or any other known or suspected breach of security; and (vi) you will cooperate with Praos Health with respect to investigation of any suspected or alleged violation of this Agreement and any action by Praos Health to enforce this Agreement. Praos Health may suspend, limit, condition, or terminate an End User’s access to the Services or any features thereof, in the event that Praos Health reasonably determines that such End User has violated this Agreement or appears likely to do so.
3.3 Customer’s Administrator
Once Customer’s Praos Health account is activated, Praos Health will automatically send by email, a unique ID to the individual designated in the registration process as Customer’s administrative contact (the “Administrator”). The Administrator can access Praos Health’s Web-based administrative tool (“Organization portal” or “Customer portal” or “Portal) using the email ID and via a secure password set by the individual. Through the Portal, the Administrator can complete the setup of the Customer account, upload customer images, logos, customize web site URLs for accessing the Services, add, delete, modify other End Users. Customer acknowledges and agrees that all End Users that are added, assigned, reassigned through the Portal shall be deemed to be active accounts for billing and all other purposes under this Agreement. If you begin the signup process for Praos Health but fail to complete the process, we may contact you in an effort to help you sign up for the services. You hereby authorize Praos Health to make such contact, even if you ultimately determine not to sign up for the Service.
3.4 End User Account, Password, and Security
As part of the registration process, Customer and End Users shall be required to provide an email address. Once registered as a user of the Service, a confirmation with a request to set a secure password will be automatically sent to End User by email. End User may change the End User’s password at any time through the Reset Password function of the Website. Customer entirely is responsible if End User does not maintain the confidentiality of the password and account information. Furthermore, Customer entirely is responsible for any and all activities which occur under Customer’s account. Customer agrees to notify Praos Health immediately of any unauthorized use of Customer’s account or any other breach of security known to Customer.
3.5 General Rules for Use of the Praos Platform and Services
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Praos Platform in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the Praos Health servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (iii) transmitting spam, chain letters, or other unsolicited communications; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information from the Services, except as expressly permitted by certain features of the Services; (viii) using the Services for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Services; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; (xiii) disclosing or sharing login credentials; (xiv) reverse engineering or decompiling any parts of the Services; (xv) frame or link to any information or content on the Services; (xvi) post or submit any inaccurate, incomplete, or false biographical information or another person’s information; or (xvi) post or submit any material that is unlawful, illegal, defamatory, offensive, discriminatory, threatening, or obscene as determined by Praos Health.
We may, without prior notice, change any aspect of the Services; stop providing the Services or features of the Services; or create usage limits for the Services (for free and paid products). We may permanently or temporarily limit, condition, terminate, or suspend your access to the Services or any features thereof, without notice and liability for any reason, including if in our sole determination you breach or violate any provision of this Agreement, commit fraud or other abuse using the Services, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
You are solely responsible for your interactions with Praos Platform and other End Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Praos Health shall have no liability for your interactions with other End Users, or for any End User’s action or inaction. Praos Health shall have no obligation to you to enforce this Agreement against any other User.
3.6 Data Protection
You agree to implement appropriate physical, technical, organizational, and administrative measures (a) to prevent unauthorized or unlawful processing of any Personal Data; for the purposes of this Agreement, ‘Personal Data’ means data which relates to a living individual who can be identified (i) from such data, or (ii) from such data together with other information which is in your possession or is likely to come into your possession; (b) to protect Personal Data against accidental loss, destruction or damage; (c) to include taking reasonable steps to ensure the reliability of the personnel having access to the Personal Data; and (d) having regard to the state of technological development and the cost of implementing those measures so as to ensure a level of security appropriate to: (i) the harm that may result from breach of those measures; and (ii) the nature of the Personal Data to be protected. You agree to comply with applicable data protection and privacy laws and regulations in applicable jurisdictions particularly as they relate to your operations and the residency of the applicable data subjects. You further agree to indemnify, hold harmless, and defend Praos Health at your own expense against all costs, claims, damages or expenses incurred by Praos Health for which we may become liable due to any failure by you or your personnel or agents to comply with any of your obligations under this section and applicable data protection and privacy laws and regulations.
3.7 Support
If you have questions about the Services or your Account, please email us at support@praoshealth.com or call the numbers listed in the Contact Us section of our website.
4. USER CONTENT AND USERS
User is solely responsible for the contents of its Information and its transmissions through the Praos Platform, and the Platform simply acts as a passive conduit for User to send and receive information of User’s own choosing. However, Praos Health reserves the right to take any action it deems necessary or appropriate in its sole discretion if it believes User or User’s information may create liability for Praos Health, compromise or disrupt the Praos Platform or other Users, or may cause Praos Health to lose (in whole or in part) the services of Praos Health’s ISPs or other suppliers. User’s use of the Praos Platform is subject to all applicable local, state, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). User agrees: (1) to comply with US law regarding the transmission of technical data exported from the United States through the Service; (2) not to use the Service for illegal purposes; (3) not to interfere or disrupt networks connected to the Service; (4) to comply with all regulations, policies and procedures of networks connected to the Service; (5) not to use the Service to infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (6) not to transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. User further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. User’s conduct is subject to Internet regulations, policies and procedures. User will not use or reference the Praos Platform for chain letters, junk fax or junk mail, spamming or any use of distribution lists to any person who has not given specific permission to be included in such a process, and will not attempt to gain unauthorized access to other computer systems. User shall not interfere with another User’s use and enjoyment of the Praos Platform or another entity’s use and enjoyment of similar services.
Praos Health reserves the right to disclose User Content and any Information related to the provider of such User Content, to third parties in connection with the operation and provision of the Services, to enforce the terms of any agreement that we have with you, to comply with legal obligations and requests from governmental authorities, law enforcement agencies, court orders, subpoenas, etc., and to protect the interests of Praos Health where necessary. For the avoidance of doubt, you agree that we have the right to disclose your identity to a third party who is claiming that any User Content or Information you posted, provided or uploaded is fraudulent, false, or misleading or constitutes a violation of the law, or a violation of their intellectual property or ownership rights, or of their right to privacy.
5. FEES AND PAYMENT
Praos Health charges fees for the provision of Services (“Fees”)and collects compensation (“Payment”) per the terms in your Master Services Agreement. You agree to provide Praos Health with complete and accurate billing and contact information, including but not limited to, Customer’s legal name, EIN, street address, e-mail address, and the name and telephone number of an authorized billing contact. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, Praos Health reserves the right to terminate your access to the Praos Platform, in addition to any legal remedies.
6. IP OWNERSHIP
6.1 Praos Health IP.
Customer acknowledges that all the intellectual property rights in the Praos Platform, and any metadata or other information generated or submitted to Praos Health by a User in the course of using the Service are owned by Praos Health or Praos Health’s licensors or suppliers (the “Praos Health IP”). Customer shall not obtain, by this Agreement, any right, title or interest in the trademarks of Praos Health or Praos Health’s licensors, affiliates or suppliers, nor shall this Agreement give Customer the right to use, refer to, or incorporate in marketing or other materials the name, logos, trademarks or copyrights of Praos Health or Praos Health’s licensors, affiliates or suppliers. Customer agrees not to (a) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the Praos Health IP, or (b) rent, lease, loan, or sell access to the Praos Health IP.
6.2 Praos Platform Enhancement Suggestions.
Customer hereby grants to Praos Health a royalty-free, worldwide, transferable, irrevocable, perpetual license to use, reproduce, modify, or incorporate into the Praos Health IP, and otherwise fully exploit, any suggestions, enhancement requests, recommendations or other feedback provided by Customer related to the Praos Health IP.
7. CONFIDENTIALITY
7.1 Definition of Confidential Information.
As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
7.2 Protection of Confidential Information.
Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and the Receiving Party shall only disclose the Confidential Information of the Disclosing Party to those of the Receiving Party’s employees, contractors, and agents who need such access to perform obligations or exercise rights under this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
8. DISCLAIMERS
THE PRAOS PLATFORM AND SERVICES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE.” PRAOS HEALTH EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. PRAOS HEALTH MAKES NO WARRANTY THAT (A) THE WILL MEET CUSTOMER’S REQUIREMENTS; (B) THE PRAOS PLATFORM WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRAOS PLATFORM WILL BE ACCURATE OR RELIABLE.
CUSTOMER ACKNOWLEDGES AND AGREES THAT PRAOS HEALTH HAS NO LIABILITY FOR THE ACTION, OR INACTION, OF ANY END USER INCLUDING FOR ANY INJURY OR LOSS TO ANY PARTY RELATING TO OR IN ANY WAY ARISING OUT OF THE END USER’S DATA, PERFORMANCE OF SERVICES, ACCURACY OF PROFESSIONAL INFORMATION AND THAT THERE IS NO EMPLOYMENT, JOINT VENTURE, OR AGENCY RELATIONSHIP BETWEEN PRAOS HEALTH AND THE END USERS.
9. LIMITATION OF LIABILITY
(A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, IN NO EVENT SHALL PRAOS HEALTH, ITS SUBSIDIARIES, AND THEIR RESPECTIVE BOARD MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSOR AND ASSIGNS, BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY, OR OTHERWISE FOR ANY (I) DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR LOSSES; (II), LOSS OF PROFITS, GOODWILL, USE, DATA THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL PRAOS HEALTH BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
(B) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PRAOS HEALTH ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR USE OF OUR SYSTEMS OR SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; (IV) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (VI) ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; (VII) USER CONTENT OR (VIII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY.
(C) IN NO EVENT SHALL PRAOS HEALTH, ITS SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, SUCCESSORS AND ASSIGNS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO PRAOS HEALTH IN THE 1 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM OR USD $10, WHICHEVER IS LESSER.
(D) THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY OR ANY OTHER BASIS AND EVEN IF PRAOS HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
10. RELATIONSHIPS BETWEEN PRAOS HEALTH, END USERS, AND CUSTOMERS
Under this Agreement, Praos Health provides a platform to both Customers and End Users. The Parties expressly agree that no joint venture, partnership, employment, or agency agreement exists between them as a result of this Agreement or any use of the Application.
11. NO RESALE OF THE SERVICE
Customer agrees not to resell the use of the Service.
12. TERM AND TERMINATION
12.1 Termination Without Cause.
Either party may terminate this Agreement without cause, upon thirty (30) days written notice to the other party.
12.2 Surviving Provisions.
Sections 3 (“Fees and Payment”), 5 (“IP Ownership”), 6 (“Confidentiality”), 7 (“Disclaimers”), 8 (“Limitation of Liability”), 9.2 (“Surviving Provisions”) and 10 (“Miscellaneous”) shall survive any termination of this Agreement.
13. MISCELLANEOUS
13.1 Law.
This Agreement or any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the State of Texas regardless of your country of origin or where you access Praos Health, and notwithstanding any conflicts of law principles.
13.2 Arbitration.
You agree that THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE, PROVIDED BY THE PRAOS PLATFORM SHALL BE FINAL AND BINDING ARBITRATION, except that to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s patent, copyright, trademark or trade secret rights, or you have otherwise violated any of the user conduct rules set forth above then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought.
To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the Application and/or the Service (including your visit to or use of the Application and/or the Service) be instituted more than three (3) years after the cause of action arose.
Before filing a Claim for arbitration or otherwise seeking relief in a court of law, you agree to first inform Praos Health, ATTN: Dominique Stafford at legal@praoshealth.com of your complaint and seek resolution. This notice of dispute must include: your name, relevant account information, a brief description of your dispute, and contact information, so that Praos Health may evaluate the dispute and attempt to informally resolve same. Praos Health will have 60 days from the date of your original complaint to informally resolve the dispute, which if successful will avoid the need for further action.
13.3 Arbitration Procedures.
In the unlikely event that you and Praos Health end up in a legal dispute and have not been able to resolve it within 60 days of your original informal claim, you and Praos Health agree to the following:
All Claims (excluding claims for injunctive or other equitable relief) must be resolved through binding arbitration before an AAA arbitrator located in Texas under the commercial dispute resolution rules then in effect for AAA, except as provided herein. Any disputes as to the applicable rules and procedures shall be resolved by the AAA arbitrator.
The party wishing to initiate arbitration must submit a written demand for arbitration. If you initiate a Claim, you will submit the demand by email to Praos Health, ATTN: Dominique Stafford at legal@praoshealth.com. If Praos Health initiates a claim, Praos Health will serve a demand for arbitration upon you by email to the email address on file with Praos Health. You agree to service of process in that manner. Any demand for arbitration by either party shall identify the parties to the dispute, describe the legal and factual basis of the dispute, and specifically state the remedy being sought.
13.4 Severability.
If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement 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.
13.5 No Assignment.
This Agreement and your rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without Praos Health’s express prior written consent. Any attempted assignment, delegation or transfer in violation of the foregoing will be null and void. Praos Health may not assign this Agreement or any of its rights under this Agreement to any third party without your written consent.
13.6 Notices.
Praos Health may give any notice required by this Agreement by means of a general notice on the Application, electronic mail to your email address on record with Praos Health, or by written communication sent by first class mail or pre-paid post to your address on record with Praos Health. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or upon sending (if sent by email). Except as set forth in Section 10.3 above, you may give notice to Praos Health, by email to Praos Health ATTN: Dominique Stafford at legal@praoshealth.com. Such notice shall be deemed given when received by Praos Health by letter delivered by nationally recognized overnight delivery service or by email.
13.7 Waiver.
All waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
13.8 Entire Agreement.
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications and understandings between the parties. Except as permitted herein, no modification or amendment to this Agreement will be effective unless in writing and signed by the party to be charged. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Engagement, the terms of this Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in any purchase order or other order documentation (excluding Engagements) shall be incorporated into or form any part of this Agreement, and all such terms and conditions shall be null and void.
13.9 Modifications to Application.
Praos Health reserves the right at any time to modify or discontinue, temporarily or permanently, the Praos Platform (or any part thereof) with or without notice. You agree that Praos Health shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Praos Platform.
14. CONTACTING PRAOS HEALTH
If you wish to report a violation of the Customer Agreement, have any questions or need assistance, please contact Praos Health, ATTN: Legal Counsel at legal@praoshealth.com.
