Medely Terms of Service
Last Revised: June 28, 2023
Medely, Inc., a Delaware corporation (“Medely,” “we,” “us,” or “our”), provides a digital platform or marketplace for healthcare professionals to connect with healthcare facilities. These Terms of Service (“Terms”) are entered into by and between Medely (including its related and affiliated companies) and you to govern your access and use of (i) our website currently located at https://medely.com/ (“Website”) and all affiliated mobile applications (“Mobile Apps”); (ii) the services and resources available or enabled via our Website and Mobile Apps (“Services”); and (iii) all content, including, designs, graphics, text, illustrations, icons, multimedia, and other material that can be seen or read, and all related code (“Content”) (collectively, the Website, Services, and Content are referred to as “Platform”).
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT WITH MEDELY.
By accessing or using the Platform, you confirm your agreement to be bound by these Terms. If you cannot or do not agree with these Terms, you must not access or use the Platform. These Terms expressly supersede prior agreements or arrangements regarding the use of the Platform. However, nothing in these Terms shall supersede, amend, or modify the terms of any separate agreement(s) between you and Medely relating to your use of the Platform to contract with users to obtain or fill short-term staffing positions for the provision of health care services, including, without limitation, the Health Care Professional Agreement or Health Care Facilities Agreement.
The Platform is offered and available only to users who are 18 years of age or older, and reside in the United States or any of its territories or possessions. By using this Platform, you represent and warrant that you are of legal age to form a binding contract with Medely and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.
Medely may immediately terminate these Terms or your access to or use of the Platform at any time and for any reason.
IMPORTANT: PLEASE BE ADVISED THAT THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND MEDELY (INCLUDING ITS RELATED AND AFFILIATED COMPANIES) CAN BE BROUGHT, INCLUDING THE ARBITRATION AGREEMENT (SEE SECTION 6 BELOW). PLEASE REVIEW THE ARBITRATION AGREEMENT CAREFULLY, AS IT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH MEDELY ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING INTO THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THESE TERMS AND HAVE TAKEN THE TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
If you are an independent third-party provider of medical services (e.g., independent contractor nurses or medical technicians) (“Professionals”) or an independent, third-party institutional provider of medical services (“Facilities”), then supplemental terms will apply to your use of the Platform. Professionals must review and accept the Medely - Health Care Professional Agreement (“Professional Agreement”) located at [insert URL]. If you are acting on behalf of a Facility that wishes to use the Platform or you lawfully enter into agreements for such Facilities, you must review and accept the Medely - Health Care Facility Agreement (“Facility Agreement”) located at [insert URL]. The Professional Agreement and Facility Agreement constitute supplemental terms and are in addition to—and constitute a part of—these Terms. If there is a conflict between these Terms and any supplemental terms, the terms of the Professional Agreement or Facility Agreement, as applicable, will prevail.
Medely may change these Terms from time to time. If Medely changes these Terms, it will provide you with notice of such changes, such as by sending an email, providing a notice through the Platform, or updating the date at the beginning of these Terms. Unless Medely states otherwise in its notice, the amended Terms will be effective immediately and your continued access to and use of the Platform after Medely provides such notice will confirm your acceptance of the changes. If you cannot or do not agree to the amended Terms, you must stop accessing and using the Platform.
2. The Platform
(a) For Professionals
Medely operates a digital Platform or marketplace designed to connect Professionals with Facilities. Among other things, the Platform enables Professionals to discover and receive: (i) per diem and assignment-based placements from Facilities for the provision of professional healthcare services; (ii) related personalized content, including features, recommendations and advertisements for products or services tailored to Professional needs and interests; and (iii) supporting services, including payment processing and customer support.
(b) For Facilities
Medely’s digital Platform allows Facilities to: (i) post per diem and assignment-based opportunities for Professionals to review and accept; and (ii) access supporting services, including payment processing and customer support.
You shall not: (i) remove any copyright, trademark, or other proprietary notices from any portion of the Platform; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform, except as expressly permitted by Medely; (iii) decompile, reverse engineer or disassemble the Platform, except as may be permitted by applicable law; (iv) link to, mirror, or frame any portion of the Platform; (v) cause or launch any programs or scripts for the purpose of unduly burdening or hindering the operation and/or functionality of any aspect of the Platform; or (vi) attempt to gain unauthorized access to or impair any aspect of the Platform or its related systems or networks.
(d) Third-Party Services and Content.
The Platform and all intellectual property and other rights therein are and shall remain Medely’s property or the property of its licensors. Neither these Terms nor use of the Platform convey or grant to you any rights in or related to the Platform or any of its intellectual property rights, except for the limited license granted above, whether by implication, estoppel, course of dealing or otherwise. Without limiting the foregoing, you shall not publish, copy, reproduce or otherwise use any of Medely’s trademarks, service marks, or trade dress or any similar names, marks, or designs (“Medely’s Marks”) without prior express, written permission from Medely. This prohibition on using Medely’s Marks includes, but is not limited to, use in domain names, websites, and social media accounts.
3. Access and Use of the Platform
(a) User Accounts
In order to access certain services on the Platform, you may be required to register for and maintain an active user account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. You cannot register for or maintain an Account if you have previously been banned from accessing or using the Platform. Account registration requires you to submit to Medely certain personal information, such as name, email address, and services requested or offered.
(b) User Requirements and Conduct
You agree to abide by the Medely Community Guidelines. Failure to comply with the Community Guidelines or any violation of these Terms may result in loss of access to the Platform. You may not authorize third parties to use your Account. You may not assign or otherwise transfer your Account to any other person or entity. You must comply with all applicable laws when accessing or using the Platform, and may only access or use the Platform for lawful purposes. You will not cause nuisance, annoyance, inconvenience, or property damage, whether to a third-party provider or any other party through your use of the Platform. In certain instances, you may be asked to provide proof of age, identity or other method of identity verification to access or use the Platform, and you agree that you may be denied access to or use of the Platform if you refuse to provide proof of age, identity, or other method of identity verification.
(c) Text Messaging and Telephone Calls
(d) User-Provided Content
Medely may, in its sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Medely through the Platform textual, audio, and/or visual content and information, and submission of entries for competitions and promotions (“User Content”). Your User Content remains your property. However, when you provide your User Content to Medely, you automatically grant to Medely a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner all such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Platform and Medely’s business and on third-party websites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
You hereby represent and warrant that: (i) you are either the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Medely the license to your User Content as set forth above; and (ii) neither your User Content, nor the submission, uploading, publishing or otherwise making available of such User Content, nor Medely’s use of the User Content as permitted herein will infringe, misappropriate or violate a third-party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You must not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Medely in its sole discretion, whether or not such material may be protected by law. Medely may, but shall not be obligated to, review, monitor, and remove User Content, at Medely’s sole discretion, and at any time and for any reason, without notice to you.
(e) Feedback and Submissions
You shall not submit any confidential ideas, information (including any Personal Health Information), or suggestions in any form to Medely or any of its affiliates. Any ideas, information, or suggestions you voluntarily submit (“Submissions”) regardless of the content of any accompanying communication, will immediately become non-confidential and non-proprietary. By providing any Submissions to us, you agree that such Submissions and their contents will automatically become the property of Medely. This includes, without limitation, the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Submissions in all formats and distribution channels now known or hereafter devised (including in connection with the Platform and Medely’s business and on third-party websites and services), without further notice to or consent from you, and without the requirement of compensation or attrition to you or any other person or entity. Any information requested by Medely or that you otherwise must submit in order to use the Platform does not and will not constitute a Submission.
(f) Network Access and Devices
You are responsible for obtaining the data network access necessary to use the Platform. Your mobile network data and messaging rates and fees may apply if the Platform is used or accessed from your device. You are solely responsible for acquiring and updating compatible hardware or devices necessary to access and use the Platform and any updates thereto. Medely does not guarantee that the Platform, or any portion thereof, will function on any particular hardware or devices. In addition, the Platform may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
4. Disclaimers; Limitation of Liability; Indemnity
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” MEDELY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, MEDELY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE PLATFORM OR ANY SERVICES REQUESTED THROUGH THE USE OF THE PLATFORM, ANY FACILITIES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE PLATFORM, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
MEDELY DOES NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY CONTENT OR THIRD-PARTY CONTENT AVAILABLE ON OR LINKED TO BY THE PLATFORM. MEDELY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU HEREBY AGREE AND ACKNOWLEDGE THAT MEDELY IS NOT IN ANY WAY ACTING AS A MEDICAL PROVIDER. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE LISTING OF ANY PROFESSIONAL OR FACILITY ON THIS PLATFORM IS NOT INTENDED AS A RECOMMENDATION OR ENDORSEMENT OF A PARTICULAR PROFESSIONAL OR FACILITY. MEDELY IS NOT LIABLE TO YOU FOR ANY HARM CAUSED BY THE ACTS, OMISSIONS OR MISCONDUCT OF ANY PROFESSIONAL OR ANY EMPLOYEE, CONTRACTOR OR AGENT OF ANY FACILITY, WHETHER OR NOT RELYING UPON INFORMATION COLLECTED, GENERATED, OR STORED ON THE PLATFORM.
(b) Disclaimer of Consequential Damages
MEDELY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM THE PLATFORM, REGARDLESS OF THE THEORY ON WHICH LIABILITY MAY BE BASED, WHETHER NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT), STRICT LIABILITY OR OTHERWISE, EVEN IF MEDELY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(c) Limitation of Direct Damages.
MEDELY SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, LIABILITY, OR LOSSES OF ANY KIND ARISING OUT OF THE PLATFORM, INCLUDING YOUR USE OF OR RELIANCE ON THE PLATFORM OR YOUR INABILITY TO ACCESS OR USE THE PLATFORM. MEDELY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND MEDELY’S REASONABLE CONTROL.
(d) Additional Terms.
THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, MEDELY’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON MEDELY’S CHOICE OF LAW PROVISION SET FORTH BELOW.
Professionals and Facilities have different indemnification obligations with respect to Medely as described in their respective supplemental agreements.
5. Arbitration Agreement
PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS TO PARTICIPATE IN A MASS OR CLASS ACTION.
PROFESSIONAL USERS AND FACILITY USERS. IF YOU ARE A PROFESSIONAL USER OR A FACILITY USER, THIS ARBITRATION PROVISION DOES NOT APPLY TO YOU. INSTEAD, YOU ARE BOUND BY THE ARBITRATION PROVISION IN THE PROFESSIONAL AGREEMENT LOCATED AT [INSERT URL] OR THE FACILITY AGREEMENT LOCATED AT [INSERT URL].
You and Medely agree to submit any disputes arising from these Terms or use of the Platform, including disputes arising from or concerning its interpretation, violation, invalidity, non-performance, or termination (“Dispute”), to final and binding arbitration, on an individual basis, and not as a class, collective, coordinated, consolidated, mass, and/or representative action. This Arbitration Agreement precludes you and Medely from bringing any class, collective, coordinated, consolidated, mass, and/or representative action against each other, and also precludes you and Medely from participating in or recovering relief in any current or future class, collective, coordinated, consolidated, mass, and/or representative action brought against you and Medely by someone else.
For Disputes arising in California, the arbitration will be administered by ADR Services, Inc. (“ADR”) in accordance with ADR’s Arbitration Rules (the “ADR Rules”) in effect at the time that the claim is brought unless the parties agree otherwise in writing. The ADR Rules are available at www.adrservices.com or by searching for “ADR Arbitration Rules” using a service such as www.google.com or www.bing.com. For Disputes arising outside of California (or for disputes arising in California only if ADR cannot or will not administer the arbitration), the parties shall be required to meet and confer to select a neutral arbitration provider. If the parties are unable to mutually agree upon an arbitration provider, then either party may invoke 9 U.S.C. § 5 to request that a court of competent jurisdiction appoint an arbitration provider with operations in the state in which the dispute arises. Any arbitration provider appointed by a court under 9 U.S.C. § 5 shall conduct arbitration solely on an individualized basis.
Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. §1 et seq., will govern its interpretation, enforcement, and proceedings.
6. Miscellaneous Provisions
(a) Choice of Law
These Terms shall be governed by and construed in accordance with the laws of the state in which your dispute arises, without regard to the choice or conflict of law principles of any jurisdiction, except as may be otherwise provided in Section 5 above or in supplemental terms applicable to you. This Choice of Law provision applies only to the interpretation of these Terms, and these provisions shall not be interpreted as generally extending any state’s law to you if the dispute did not arise in that state.
Any dispute, claim, or controversy arising out of or relating to incidents or accidents resulting in personal injury (including but not limited to sexual assault or harassment claims) that you allege occurred in connection with your use of the Platform, whether before or after the date you agreed to these Terms, shall be governed by and construed in accordance with the laws of the state in which the incident or accident occurred.
(b) Choice of Forum
Any dispute, claim or controversy not subject to Section 5 above and arising out of or relating to these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, shall be brought exclusively in the state and federal courts of the state in which the dispute, claim or controversy arose, notwithstanding that other courts may have jurisdiction over the parties and subject matter, except as may be otherwise provided by the agreement above or in supplemental terms applicable to you.
Notwithstanding the foregoing, any dispute, claim, or controversy arising out of or relating to incidents or accidents resulting in personal injury (including but not limited to sexual assault or harassment claims) that you alleges occurred in connection with your use of the Platform, whether before or after the date you agreed to these Terms, shall be brought exclusively in the state or federal courts in the state in which the incident or accident occurred, notwithstanding that other courts may have jurisdiction over the parties and subject matter, and except as may be otherwise provided in the agreement above or in supplemental terms that apply to you, to the extent permitted by law.
The foregoing Choice of Law and Choice of Forum provisions do not apply to Section 5, and we refer you to Section 6 for the applicable provisions for such disputes.
Medely may give notice by means of a general notice on or through the Platform, electronic mail to the email address associated with your Account, telephone or text message to any phone number provided in connection with your Account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or at the time of sending (if sent by email, telephone, or on or through the Platform). You may give notice to Medely, with such notice deemed given when received by Medely, at any time by first-class mail or pre-paid post to our registered agent for service of process, c/o Medely, Inc. If another provision of these Terms addresses any specific notice (for example, notice of updates to these Terms, or notice of a dispute or arbitration demand), those specific notice provisions shall prevail to the extent there is any conflict or inconsistency between those provisions and this notice provision.
(d) Copyright Infringement Claims
In accordance with the Digital Millennium Copyright Act of 1988, Medely promptly responds to claims of copyright infringement committed on the Platform if such claims are reported to our designated copyright agent. If you believe your work has been posted on the Platform in a way that constitutes copyright infringement, please deliver the following information to our designated copyright agent at the address below:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that is the subject of infringement claim;
- A description of the location on the Platform of the allegedly infringing material;
- Your address, telephone number and email address;
- A written statement that states you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
- A statement, made under penalty of perjury, that the above information in the notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Our designated copyright agent: [email protected].
You may not assign these Terms without Medely’s prior written approval. Medely may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Medely’s equity, business, or assets; or (iii) a successor by merger. Any purported assignment by you in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Medely, or any third-party provider as a result of these Terms or use of the Platform. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Titles and subject headings in these Terms are provided for convenience only and may not be used to interpret the terms herein. Medely’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Medely in writing. These Terms, together with any supplemental terms, guidelines and policies referenced in any of the foregoing, constitute the entire agreement between the parties with regard to the subject matter herein. This provision shall not affect the Severability and Survivability section of the agreement in these Terms.
(f) California Users & Residents
In accordance with California Civil Code §1789.3, consumers may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.