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”) for the purposes described herein. 

1. Obligations

You represent and warrant that you are an employer, recruiter for an employer, or employment agency (collectively, “Employer”) and have entered into this agreement for the purpose of utilizing our Platform including our marketing and related service to promote one or more job openings and/or employment related opportunities for you or your client and/or searching for and locating potential job candidates to fill one or more such job openings or other employment related services within the medical and healthcare industries.  

Company provides its Platform and related service for the purpose of (i) allowing you and other Employers to create, post, and promote certain job postings, advertisements, and other employment related opportunities primarily in the healthcare and medical related industries (collectively, “Job Postings”) to persons who use our Platform to locate employment and other job related opportunities (“Candidates”) within such industries, (ii) permitting you to search available Candidates’ resumes and profiles, and (iii) permitting Employers and Candidates to exchange information in furtherance of such purposes.  Candidates may also use the Platform to apply for jobs through a Job Posting including as may be linked or redirected by you to your own hiring portal, website, or job application. 

Company may market and promote its services utilizing certain online promotions and advertisements, social media platforms, other online marketing tools including the general availability Job Postings and Job Candidates in the medical and healthcare industries, but Company is not obligated to promote any specific Job Candidate or specific Job Posting or Employer but may do so at its sole discretion or otherwise as part of any future fee based service offerings.  

You may contact Candidates directly by phone, email, text or other electronic means to the extent such information is provided by a Candidate (including as part of a resume or profile) about an your Job Posting or other employment opportunities which may or may not be posted on our Platform until and unless such Candidates request that you not contact them or request that you contact them utilizing a preferred method of communication and as such, you shall provide a link to unsubscribe or cease receiving such communications or otherwise provide directions on how to notify you in order to cease receiving such communications.     

Company reserves the right to offer additional services which the Company may offer to you for a fee upon terms accepted by you at such time. The Pricing herein is effective for the current Term and may be revised by the Company upon notice to you for any upcoming Term upon which you may terminate this Agreement by notifying us in writing by email or as may be made available through the Platform. 

You agree that any and all information provided by you to us including your company information, Job Postings, job descriptions, personal identifiable information, applications, forms, and other documents (collectively, “Information”) may be used and disclosed by us in furtherance of our business including by making your Information searchable on the Platform and available to Candidates, by using your Information for data analysis and quality control purposes, and by using it 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 Candidates or persons who obtain your Information through such Candidates or through the Platform 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 your Job Postings or employment related opportunities or your search for Candidates 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 or other Information provided by you or any other person including whether or not such position is available or current and as such, shall incur no liability whatsoever related to any Job Posting. You agree to ensure that all Job Postings and other Information provided by you on the Platform, to us (including billing information and account information) and to any Candidates are complete, current, accurate, truthful, and contains no misrepresentations (including by omission) and you agree to periodically review and maintain such Job Postings and Information to ensure the correctness, truthfulness, accuracy, and completeness at all times.  You shall remove any Job Postings once you have ceased searching for potential candidates whether or not the position has been filled or eliminated or when you have ceased accepting new applications and/or inquiries for such position.  

Notwithstanding anything herein to the contrary, you agree to provide us upon request with certain confidential information including (i) hourly rates, salary, compensation, benefits, and other compensation for your Job Posting and (ii) certain statistical and related information such as but not limited to the total number of applications and inquiries received from any Job Postings, the number of qualified candidates who applied or inquired about certain positions, whether a position has been filled by a Candidate who utilized the Platform or was discovered by searching resumed and/or profiles on the Platform, demographic information, and amount of time to fill an open position all of which will remain confidential and only be used by the Company for tracking, statistical purposes, data aggregation, and similar data analysis purposes and will only be posted or made available on the Platform upon your written request or consent. 

Except as otherwise provided herein, we are not responsible for the content of any Job Posting or other Information you submit or provide on the Platform or that is sent to any Candidate 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 you or to any Candidates. 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, guaranty, or warrant that your Information will be submitted to or made available to any Candidate, that you will receive any communications, applications, or inquiries from any qualified Candidates, that you will be able to fill any open position through your use of the Platform, or that the Platform or any related marketing efforts by us will generate you any success or any intended or desired results. We are not responsible for providing any feedback to you including about any Job Postings or which may be received from any Candidates regarding any position, your company, or other Information and any such feedback may be provided at our sole discretion.   We disclaim all obligations and responsibilities to deliver or provide any such feedback and assume no responsibilities or obligations regarding any feedback that is provided to you, and you assume all obligations and responsibilities for using any feedback or other information that is provided by us or any Candidate.  You assume all risk and liability for all Information provided by us to you, made available through the Platform, provided to you by any Candidate, or provided to any Candidate by us or you and as such, we shall not be liable for any reason including as related to the use or disclosure of such Information by or through any user of our Platform.

We are only obligated to make certain information and/or Job Postings provided by you and other Employers available through the Platform to the extent such is approved and consented to by us at our sole discretion 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 other Employer (including as part of any Job Posting), Candidate, or Society or assisting you in searching for and finding any qualified Candidates for any position  including but not limited to presenting your Information to Candidates, soliciting any Candidates on your behalf, confirming your Information has been delivered to or received by Candidates, finding any Candidates for you, negotiating any terms of employment with any Candidates, or advocating for you or any of your positions to any Candidates on your behalf. 

We make no representations or warranties regarding any Job Postings, Candidate profiles and resumes, and other Information provided by any user of the Platform.  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 guaranty such functionality will perform as intended or in accordance with any standards or expectations.  We do not warrant or guaranty 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 Candidate or sent by any Candidate to you.

You agree not to use or disclose any Candidate Information including their resumes or profiles with any person outside of your organization and you shall not use or disclose such information for any purpose except as reasonably necessary to fulfil a job opening or other employment related opportunities.  

For any inquires and applications received by you for any Job Posting, you agree to timely notify such Candidate of your receipt of their inquiry and application and otherwise timely respond to any reasonable communications and inquiries received by you from Candidates.

Where you are an Employer that has a profile that contains any shared company profile or other shared/duplicative Information with any other Employer, you agree to ensure that all such shared/duplicative Information is consistent and to notify us of any in accurate information within any shared/duplicative Information or profile and shall not modify any such information without consent of the other Employer and us and shall not including any wrong information or directing traffic to non-related website addresses, location addresses, social media links, emails and/or phone & fax numbers within such shared/duplicative Information.

You agree that we, at our sole discretion, along with Candidates 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) or to notify you of potential Candidates or other services which you may be interested in including as based on the information provided by you, but we do not warrant or representation that we will notify you of any such Candidates which may be interested in your job openings or that you may be qualified for such openings.  

You may provide a link in your Job Postings or direct Candidates to your own hiring platform, online application, a third party employment/hiring related platform, software application, or website which is outside of our control, so long as you ensure that Candidates are clearly notified that they are leaving or have left the Platform and 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 or transmission errors or failures between you and any Candidates including any negotiations and potential offers and it is your sole responsibility to independently follow up with such Candidates such as by email or telephone to ensure and confirm all communications and information has been successfully transmitted and received.

You 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 and anti-discrimination laws.  

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 Candidates including responses to any Job Postings and the availability of your Information may be delayed until such time.

Where you utilize a hiring manager or representative (whether such person is an employee, contractor, or outside third party) such as an Assistant/Office Manager, Human Resource Generalist, Recruiter or Employment Agency, you are responsible for all purchases made by such person on your behalf and we are not responsible for unauthorized purchases made by these hiring representatives.

2. Term

The term of this Agreement shall be for a period of one (1) month (“Term”) which shall automatically renew thereafter for successive one (1) month Terms until terminated by either party as provided herein.  Either party may terminate this Agreement and any subsequent term upon thirty (30) days written notice except that Company may terminate this Agreement effective immediately upon written notice to you of any breach of this Agreement including any breach of our Terms of Use or Privacy Policy. 

3. Membership in a Qualifying Medical Society

If you are a current member or become a member in a medical society with whom we have entered into a corresponding agreement with, you may qualify to receive certain member discounts and benefits as further described herein.  Only Employers who are members of those societies who have entered into corresponding agreements with us shall be eligible for such discounts and benefits.  Where an Employer is a member in a society which enters into a corresponding agreement with us in the future, any discounts and benefits that you will be entitled to as member shall begin at the beginning of the month following the date in which the society has entered into such agreement with us, and such no member discounts and/or benefits shall be cumulative or retroactive.  Likewise, where any society has a corresponding agreement with us which later expires or is terminated for any reason, any benefits or discounts you receive as a member in such society will likewise terminate at the beginning of the following month without otherwise amending or terminating this agreement and without us being required to send you notice or obtain your consent, and any amended pricing will be effective upon delivery to you of an updated invoice for the next billing period. 

4. Pricing

You agree to pay upfront on a monthly basis the following monthly fees based on the package you select: 

STARTER PACKAGE - JOB POSTING

• Emailed to candidates as a recommended job

• Unlimited resume downloads (Members Only)

• Post for 30 days

Member Price: ($250)

Non-Member Price: ($450)

PREMIUM PACKAGE - JOB POSTING

• Emailed to candidates as a recommended job

• Job notification alert sent to candidate

• Unlimited resume downloads (Members Only)

• Post for 60 days

Member Price: ($350)

Non-Member Price: ($550)

PREMIUM PLUS PACKAGE - JOB POSTING

• Listed as a “Recommended” Post on HealthcareHires.com Job Search

• Emailed to candidates as recommended job

• Job notification alert sent to candidate

• Unlimited resume downloads (Members Only)

• Post for 60 days

Member Price: ($550)

Non-Member Price: ($750)

RESUME DOWNLOAD

Member Price: (FREE)

Non-Member Price: ($50 per download)

If this Agreement is terminated for any reason prior to expiration of a Job Posting or if you terminate a Job Posting prior to expiration of the applicable posting period, you shall not be entitled to or receive any refund or proration of any amounts paid to Company. 

5. Invoicing/Billing/Payments.

You shall be obligated to pay all monthly fees in advance when due.  Company may invoice you on a monthly basis for such fees either on the beginning of each month or otherwise each month beginning on the date you elect to begin your recurring services.  Where you are invoiced on the first of each month, your initial invoice shall be prorated for the first and last month. Company shall provide notice in writing to You of any change in fees.

Payments for services are due within five (5) business days of the invoice date. If payment is not made before such date, you may be required to maintain a credit balance in your account for the first and last month of services at Company’s discretion. Any amount not fully paid within thirty (30) days when due will bear late payment interest at the rate of the lesser of one and one-half percent (1.5%) per month or the highest rate permitted by law from the due date until paid. You will be liable for all costs and expenses incurred by the Company in collecting past due amounts, including reasonable attorneys' fees.  Company reserves the right to charge a 10% fee on the amounts owed for any payments which are denied, rejected, or dishonored by your financial institution.  You shall be obligated to pay any processing fees charged by your bank, credit card company, or other financial institution including but not limited to wire fees and credit card fees. 

You agree to be responsible for and to pay and/or reimburse Company, on request, if Company is required to pay any sales, use, value-added or other tax (excluding any tax that is based on Company's net income), assessment, duty, tariff, or other fee or charge of any kind or nature that is levied or imposed by any governmental authority for the Services. 

You agree to notify the Company in writing of any good-faith disputed fees or other Agreement terms within thirty (30) days of the invoice date. Upon timely notification of a dispute, the parties will agree to meet and discuss disputed fees in good faith with the intention of resolving the dispute within ninety (90) days of notice.  

If you fail to pay any fees when due, Company may elect to either suspend services until all amounts owed are paid or otherwise terminate this Agreement and pursue any additional rights and remedies that may be available.  

This section shall survive termination of this Agreement. 

6. 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.

7. Intellectual Property

Each party shall retain all right, title and interest in and to its respective intellectual property rights, including without limitation, all patents, inventions, trademarks, copyrights, source code, work product, ideas, data, software, applications, licenses, Marks, and trade secrets (collectively, “Intellectual Property”). Any Intellectual Property used, developed or otherwise reduced to practice by Company on the Platform or in providing service shall be the sole and exclusive property of Company. You shall not access or use any aspect of the Platform or other services for the purposes of reverse engineering, decompiling, or disassembling the Platform or any of their components, or developing a competing product or service, except to the extent that such activity is expressly permitted by applicable law. You also agrees not to remove, modify or obscure any copyright, trademark or other proprietary rights notices that may be displayed or contained within the Platform or any components of the Platform. Where any software components of the Platform are provided through or licensed from third Parties your use of all such components is subject to the terms of this Agreement, and the terms and conditions of any applicable end user license or any similar agreements. Under certain circumstances, pursuant to the terms of applicable third-party license or services agreements, Company may be obligated to provide certain information to those third parties regarding the Platform and/or regarding your identity, your consents to such disclosures. 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”).    

This section shall survive termination of this Agreement. 

8. Representations and Warranties 

(a) Your Representations and Warranties. 

In addition to any other representations or warranties herein, you represent and warrant 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 Candidate 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, free from misrepresentations, and complete at the time of disclosure and you shall update such Information as necessary to ensure such information remains current, 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 a Candidate or submitted on the Platform  contains any virus, worm, contaminated or corrupted files, Trojan horse, or the like;  (xi) you will not use the Platform for any purpose except as described in this Agreement including contacting potential Candidates for any purposes not related to a Job Posting and their search for job opportunities, (xii) you will use the Platform in accordance with any and all rules, guidelines, policies, procedures, and restrictions including  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 Platform and related 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 any Candidate or (ii) warranty or guaranty any success, responses to, or fulfillment of any Job Postings through the Platform or utilizing 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 Candidate.

This section shall survive termination of this Agreement. 

9. 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) 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.

This section shall survive termination of this Agreement. 

10.  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.   

This section shall survive termination of this Agreement. 

11. 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.  

12. 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.  This section shall survive termination of this Agreement. 

13. Notice 

Any and all notices under this Agreement shall be sent in writing via the Platform or as further described on the Platform, by electronic mail to the email address provided by each party, by certified or registered mail to the physical addresses provided by each party including by the Company on the Platform, by internationally recognized overnight carrier, or  by personal delivery.

14. 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 electronic 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. You 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 the 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 written 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, pandemics, epidemics, 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 you 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 you or on your behalf.  No agreement, statement, or promise not contained in this Agreement or in any Privacy Policy and Terms of Use shall be valid or binding. Notwithstanding the foregoing, this Agreement shall be in addition to and interpreted together with any applicable privacy policy, terms of use, acceptable use policies, or other similar terms or agreements contained within the Platform including website, any applicable mobile application, or other software all of which shall be binding. This section shall survive termination of this Agreement.