Services and Terms of Use Agreement

You agree to the following Services and Terms of Use Agreement (this “Agreement”) of Eggcelerator, LLC d/b/a HealthcareHires.com (“Company”, “we” or “us”) each time you use Company’s websites, applications, software, mobile platform, and other related services (collectively “Platform”) including for the purpose of assisting you in finding employment related opportunities and services.  

1. Obligations.

Company provides its Platform only for the purpose of allowing you and job candidates to make available and exchange information with Employers and is not an employment agency or recruiter and does not represent or serve as the agent of any Employer or other third party.  Company may make available to you certain job postings, advertisements, and other employment related opportunities primarily in the healthcare and medical related industries (collectively, “Job Postings”) which are created, posted and/or made available by certain employers, job agencies, recruiters, and other third parties (collectively, “Employers”) on the Platform for which a fee may be charged to Employers by Company.  If you elect, you may post your resume and other information to our Platform in order to be available to Employers  in their search for potential job candidates.  Company and/or Employers may contact you, including by email or text (which you consent to) about certain Job Postings which you may be interested in based on your skillset, background, education, and other criteria that you provide through the Platform. 

Company reserves the right to charge fees in the future for its services and/or for additional premium services which the Company may offer to you upon terms accepted by you at such time.   

You agree that any and all information provided by you to us including your profile, personal identifiable information, resume(s), cover letters, job applications, and other documents (collectively, “information”) may be used and disclosed by us in furtherance of our business including by making your Information searchable by Employers, making your Information available to Employers, submitting your information to Employers  who utilize the Platform, using your Information for data analysis and quality control purposes, and to improve our offerings without further consent or notice.  We are not responsible for and shall have no liability for the use or disclosure of your information by any Employers or persons who obtain your Information through such Employers for any reason.  You agree not to submit, transmit, any information which is confidential, contains personal health information, is sensitive (such as social security numbers, credit card information, bank accounts, etc.), contains proprietary information, or is not reasonably related or necessary to you seeking a job from an Employer through the Platform. 

All Job Postings provided on the Platform are the responsibility for the applicable Employer and Company is not responsible for the content or accuracy of any Job Posting including whether or not such position is available or current and as such, shall incur no liability what so ever related to any Job Posting. 

We are not responsible for the content of any Information you submit or provide on the Platform or to any Employer although we reserve the right to make non-substantive edits and to convert any files and information into different formats/file types as may be reasonably necessary but shall not be liable for any data conversion errors or delays with any submissions to Employers. You are responsible for ensuring that all Information provided by you including as contained in any resume or job application is truthful, accurate, complete, and current and contains no misrepresentations (including by omission) and you agree to periodically review and maintain such Information to ensure the truthfulness, accuracy, and completeness at all times. 

We do not represent, guarantee, or warrant that your information will be submitted to or made available to any Employer, that you will qualify for any posted positions, that any Employer will contact you about any available position, or that you will be offered any available position.   We are not responsible for providing any feedback to you including that which may be received from any Employers regarding any position, your information, your qualifications, or your application and any such feedback may be provided at our sole discretion.   We disclaim all and assume no responsibility or obligation regarding any feedback provided to you, and you assume all obligations and responsibility for using any feedback or other information provided by us or any Employer.  You assume all risk and liability for all Information provided to any Employer including through our Platform and as such, we shall not be liable for any reason including as related to the use or disclosure of such Information by any Employer. 

We are only obligated to make certain information and/or Job Postings provided by Employers available through the Platform which is approved and consented to by us  and shall have no obligation or liability related any employment opportunities or Job Postings including reviewing or ensuring the accuracy, legality, completeness, truthfulness of information provided by you or any Employer (including as part of any Job Posting), or assisting you in applying for or obtaining any employment position including but not limited to presenting your Information to Employers, soliciting any Employers on your behalf, confirming your Information has been delivered to or received by Employers, finding any open positions for you, negotiating any terms of employment, or advocating to any Employers on your behalf. 

We make no representations or warranties regarding any Job Postings as all such postings are provided by Employers who are solely responsible for the content, and we have no obligation to review or ensure the accuracy, legality, truthfulness, completeness, or availability of any Job Postings or the contents contained therein.   Any functionality provided through our Platform is provided as a courtesy and is provided AS IS and as such, we do not assume any liability or warrant or guarantee such functionality will perform as intended or in accordance with any standards or expectations.  We do not warrant or guarantee and have no obligation to ensure that any communications, applications, or other Information sent to or by Employers will be received, delivered, reviewed, read, responded to, or acknowledged nor will you be provided with any notification of such.  Likewise, we are not responsible for any delays related to the delivery, receipt, or review of any Information including any applications or other communications sent by you to any Employer. 

We may require you to verify your email address or other information as part of our efforts to prevent fraud and unauthorized access and as such, your account may not be activated or may be suspended, until you have submitted the requested confirmation and any transmissions, submissions, or other communications with any potential Employers including responses to any Job Postings and the availability of your Information may be delayed until such time.

You agree that we, at our sole discretion, along with Employers may contact you using the information provided by you until you notify us in writing (including through any provided opt out or unsubscribe link or through other means as designated in such communications) not to contact you including by text or email to notify you of potential job openings and other services which you may be interested including as based on the information provided by you, but we do not warrant or representation that we will notify you of any such job openings or that you are qualified for such openings that we do provide or that such openings match your education, experience, and/or skill set.  

Employers, including through the Platform or other communications, may provide a link or direct you to a third party platform, software application, or website which is outside of our control, and as such, you assume any and all obligations, risk and liability for the use of such platform, application, or website (including the obligation to verify the identity of such party that asserts to own or control such platform, application, or website and any information you provide therein) and as such we shall have no liability and shall have no obligation or responsibility related thereto. 

We are not responsible for any communication transmission errors or failures between you and any Employers including any potential offers and it is your sole responsibility to independently follow up with such Employers such as by email or telephone to ensure and confirm all communications and information has been successfully transmitted and received

Employers are solely responsible for compliance with all applicable laws, including but not limited to the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Americans with Disabilities Act, and any privacy laws.  

You agree that we, at our sole discretion, along with potential Employers, and other third parties may contact you using the information provided by you until you notify us in writing (including through any provided opt out or unsubscribe link or through other means as designated in such communications) not to contact you including by text or email to notify you of potential job openings and other services which you may be interested including as based on the information provided by you, but we do not warrant or representation that we will notify you of any such job openings or that you are qualified for such openings that we do provide or that such openings match your education, experience, and/or skill set.  

Job Postings or applications or other information provided by Employers and other third parties may provide a link to or direct you to a third party platform, online job application, software application, or website which is outside of our control, and as such, you assume any and all obligations, risk and liability for the use of such platform, application, or website (including the identity of such party that asserts to own or control such platform, application, or website and any information you provide therein) and as such we shall have no liability and shall have no obligation or responsibility related thereto. 

2. Modification 

This Agreement may be modified at any time by Company and each time you use the Platform shall be your consent to the terms of this Agreement in existence at the time of such use and as such, it is your responsibility to review these terms periodically.

3. Intellectual Property.

Company owns and retain the exclusive right, title and interest in, including without limitation, all Materials, data, device, software, application, licenses, Marks, patents, trade secrets, financials, proformas, presentations, plans, renderings, designs, drawings, work product, data, devices, software, media, processes, methods, applications, ideas, contacts, sources, authorship, Materials, data, device, object code, source code or other intangible property rights asset (collectively, “Intellectual Property”) related to the Platform and services provided by Company including, without limitation, all rights necessary for the worldwide development, manufacture, modification, enhancement, sale, licensing, use, reproduction, publishing and display of such Intellectual Property. Notwithstanding the foregoing, Company grants to you a non-exclusive, terminable, limited right and license to use such the Platform for the purposes described herein which may be terminated by Company for any reason. (“License”)    

4. Representations and Warranties 

1. Representations and Warranties of Candidate. 

In addition to any other representations or warranties herein, you represent and warrant to and for the benefit of Company that (i) you have the power and authority to enter into and perform your obligations under this Agreement   (iii) all Information provided by you to Company, submitted on the Platform, and provided to any Employer through the Platform, do not, and when used, exploited and promoted by Company hereunder will not infringe upon the intellectual property rights (including without limitation, copyrights, trademarks, trade secrets, moral rights, contract and licensing rights) of any third-party; (iii) all Information provided by you is accurate, truthful, and complete at the time of disclosure and you shall update such Information as necessary to ensure such information remains accurate, truthful, and complete to the extent known by you; (iv) all Information provided by you complies with all applicable laws and regulations, do not contain defamatory or libelous material or violate the privacy or publicity rights of any person, and is not obscene; (v) Information provided by you is not fraudulent, misleading or deceptive  (vi) no electronic information provided by you to Company or an Employer or submitted on the Platform  contains any virus, worm, contaminated or corrupted files, Trojan horse, or the like;  (xi) you will use the Platform in accordance with any and all rules, guidelines, policies, procedures, and restrictions as required by any applicable third party app store (such as Google or Apple), electronic publisher, software licensor, hardware provider, or other similar service provider (collectively, “Third Party Provider”)

(b) Company Representations, Warranties, and Disclaimers.

Company represents and warrants to and for the benefit of you that (i) it has the power and authority to enter into and perform its obligations under this Agreement (ii) its Services comply with applicable laws and/or regulations, OTHERWISE, ANY AND ALL SERVICES AND PRODUCTS PROVIDED BY COMPANY ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHETHER EXPRESSED OR IMPLIED AND COMPANY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED REPRESENTATIONS, GUARANTIES, AND WARRANTIES, AND ALL SERVICES AND PRODUCTS ARE PROVIDED AS-IS WHERE IS EXCEPT TO THE EXTENT SUCH DISCLAIMERS ARE PROHIBITED BY APPLICABLE LAW.  Company shall not be required and does not warrant or represent that it will: (i) Verify or warrant the accuracy of any data or information provided by you or an Employer or (ii) warranty or guaranty any success, responses to, or fulfillment of any Job Postings by Employers utilizing the Platform or Company’s services.    Company  is not subject to any related registration or licensing requirement to its knowledge; Company does not and shall not provide any services which would require any such registration or license; Company shall not originate, market, or provide any employment opportunities to any persons. Company may use certain Third Party Providers in furtherance of the Services herein, and Company shall have no liability and expressly disclaims any and all representations and warranties related to any Third Party Providers including hinderance, delays, modifications, requirements, or restrictions to the providing of Services caused by such Third Party Providers for any reason.  Company will not be paid nor shall Company accept any fee or compensation that is contingent to or the result of a successful transaction between you and any Employer.

5. Indemnification.

You agree to indemnify and hold harmless Company (and its officers, directors, agents and employees), and at the option of Company, defend Company (and its officers, directors, agents and employees) from and against any and all liability, loss, damages, claims, causes of action, fees and costs (including reasonable legal fees and court costs) incurred by Company, arising out of or related to (i) a breach or alleged breach by you of this Agreement or any representation, restriction, or warranty; (ii) any errors, inaccuracies, misstatements, in any Information provided by you; (iii) your unauthorized or misuse of the Platform. (iv) and your use or disclosure of any confidential information which is made available or disclosed to you, and (v) your actual or alleged infringement upon the intellectual property rights of the Company’s or any Employer.

6.  Limitation of Liabilities. 

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND WHETHER ARISING FROM TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), BREACH OF CONTRACT OR BREACH OF WARRANTY, OR ANY DAMAGES FOR INTERRUPTED COMMUNICATIONS, LOST DATA OR LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF (OR KNOWS OR SHOULD KNOW OF) THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  WHERE COMPANY IS NOT PROVIDING PAID SERVICES TO CANDIDATE, CANDIDATE’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS AGREEMENT BY COMPANY SHALL BE THE TERMINATION OF THIS AGREEMENT.  Furthermore, Company shall not be liable for any conduct or action of Candidate and likewise shall have no obligation to indemnify or pursue any remedies on behalf of Candidate or any other person.   

7. Independent Contractor Relationship.

The parties are independent contractors towards one another, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party.  

8. Policies. 

Where applicable, Company’s Terms of Use and Privacy Policy as provided on Company’s Platform which may be updated from time to time without notice or consent shall apply to this agreement and as such, Candidate is obligated to periodically review such terms and policies, and in the event of any conflict, this Agreement shall control.  

9. General Provisions. 

(a) Counterparts. This Agreement may be executed in counterparts, all of which taken together shall constitute a single instrument. Execution and delivery may be evidenced by facsimile transmission. (b) Governing Law. This Agreement shall be construed pursuant to and in accordance with the laws of the State of Texas as applied to agreements made, entered into and performed entirely in Texas by parties located in Texas. The parties agree that any cause of action arising hereunder shall be brought in the state or Federal courts having jurisdiction over Dallas, Texas and each party hereby irrevocably submits to the personal jurisdiction of such courts for such purpose. Both parties waive whatever rights they may have to a jury trial. (c) Severability and Waiver. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties. All other provisions will remain in full force and effect. A party’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision (or a waiver of any other or subsequent breach) unless acknowledged and agreed to by such party in writing. (d) Assignment. Candidate may not assign this Agreement or any of its rights or delegate any of its duties hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of Company, and any such attempt will be void. Company may assign this Agreement or any part of this Agreement without consent or notice as part of any reorganization, sale, or merger of the Company or its assets, and otherwise may not assign this Agreement or any part of this Agreement without consent.  Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. (e) Force Majeure. Company shall not be liable for any errors, breaches, or delays caused by carrier transmissions, interference, accidents, war, acts of God, embargoes, or any other circumstances beyond its reasonable control. (f) Survival.  The terms herein which are intended to survive termination or expiration of this Agreement shall survive such termination or expiration regardless of whether such survival is directly expressed herein.  (g) Entire Agreement. This Agreement including the Privacy Policy and Terms of Use (including as may be amended hereafter) and any supplement or addendum executed by the parties and any separately executed non-disclosure and/or confidentiality agreement set forth the final, exclusive and complete agreement of the parties with respect to the subject matter hereof, and merges and supersedes any and all other negotiations, understandings, discussions or agreements, either oral or written, between Candidate and Company with respect to the subject matter hereof.  The terms and conditions of this Agreement will prevail over any contrary or inconsistent terms in any order or other form submitted by or on behalf of Candidate. No agreement, statement, or promise not contained in this Agreement shall be valid or binding.  Notwithstanding the foregoing, this Agreement shall be in addition to any applicable privacy policy, terms of use, acceptable use policies, or other similar terms or agreements contained within the Platform, website, or any applicable mobile application or other software all of which shall be binding.