These Terms of Service are effective on May 1, 2019, for current administrators and users, and upon acceptance for new administrators and End users.
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.
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”).
Please read this Customer Agreement (“Agreement”) in its entirety.
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.
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.
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.
If you have questions about the Services or your Account, please email us at email@example.com or call the numbers listed in the Contact Us section of our website.
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.
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.
6.1 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.
7.1 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.
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.
(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.
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.
Customer agrees not to resell the use of the Service.
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.
13.1 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.
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 firstname.lastname@example.org 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 email@example.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 firstname.lastname@example.org. 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.
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 email@example.com.