Terms of Service

Last Updated on August 1st, 2023

Terms of Service

Effective Date: May 31st, 2020

This Terms of Service Agreement determines your access and use of VitaWerks’ website, mobile application, and support desk (herein referred to as the “Site”), along with any Services provided by the Site. This Agreement represents a legally binding agreement between you and VitaWerks (“we,” “us,” or “VitaWerks”).

“User” and “Users” pertain to any individual or organization that accesses and uses the Site or Services, including those who create accounts or access and use our Services through their representatives.

By registering with VitaWerks or using the Site or Services (regardless of whether you have registered for an account) you acknowledge that you have thoroughly reviewed and understood the Terms of Service. Furthermore, you agree to be bound by these terms and conditions, as stated in the Agreement.

If you agree to the Terms of Service on behalf of an entity or facility, or in connection with receiving or providing services on behalf of an entity or facility, you confirm that you have the authority to bind such entity or facility to the Terms of Service. You also agree that both you and the entity or facility will be bound by these Terms of Service. In such instances, the terms “you” and “your” will apply to both you and the said entity or facility. By using our Services, you acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with VitaWerks Privacy Policy, which is incorporated to the Terms of Service for reference. Additionally, you agree to abide by the supplementary Marketplace rules and other User requirements listed on the Site. Certain features of our Services may be subject to additional terms and conditions, which will be incorporated by reference into these Terms of Service.

If you are unable to agree to the Terms of Service for any reason, or are otherwise unable to provide consent, you must not use the Site or our Services, and if you already are using the Site or Services you should discontinue such use.  Use of the Site or Services is subject to the Terms of Service, accordingly, if you reject these terms your use of the Site or Services is unauthorized. 

We reserve the right to modify these Terms of Service at any time by posting an updated version on the Site. When changes are made, the revised Terms of Service will be available on this webpage. If there are material changes to the Terms of Service, we will notify you by sending a notice to the email address associated with your account or by prominently displaying a notice on the Site. If you continue to use the Site or Services after the date that any of these changes to the Terms of Service will be made effective (“Effective Date”), then this will be constituted as your acceptance of said changes. 

1. VITAWERKS ACCOUNTS

1.1 ACCOUNT CREATION AND ACCEPTANCE

By creating an account or using the Site and/or Services, or clicking “accept” on the prompt that appears on the Site, you are indicating your agreement to be bound by the Terms of Service. To gain access and use specific sections of the Site and Services, you will be required to register an Account. Subject to the Sites and Services Terms of Use, other specific sections of the Site are available to you if you are a visitor to the Site. VitaWerks reserves the right to decline account registrations for any lawful reasons, including without limitation, supply and demand, data maintenance costs, and other business considerations.

If you create an account on behalf of an entity as an agent or employee, you are warranting and representing that you have the authority to enter into a binding agreement in the name of both yourself and the entity, including these Terms of Service.

There is no fee for signing up for the Site and Services.

1.2 ACCOUNT ELIGIBILITY

VitaWerks intends the Site and Services to be used solely for business purposes, and not for personal, household, or consumer purposes. By registering an Account to access and use the Site and Services, you agree to the following terms:

• You will use the Site and Services exclusively for business purposes.
• You are a legal entity or an individual aged 18 or older (or you have attained the age of majority in your jurisdiction of business) and have the legal capacity to enter into binding agreements.

1.3 USER PROFILE

To utilize all features of the Site and Services, you are required to create a User profile (“Profile”) by registering for an Account or adding an account type. It is mandatory that you provide complete, accurate and truthful information on your profile, as well as any registrations or forms that you access on the Site or submit to us. Furthermore, you must commit to keeping your information up to date, to ensure that it remains truthful, accurate and complete. You are prohibited from providing false or misleading information about your business, its services, location or identity, and must promptly correct any information that has become misleading or false.

1.4 IDENTITY AND LOCATION VERIFICATION

Upon registration of your account and periodically thereafter, your Account will undergo a verification process, which may include validation against third-party databases or confirmation of official legal or government documents that establish your business, location, identity, and authority to act on behalf of your business on VitaWerks marketplace. By agreeing to these terms and conditions, you authorize VitaWerks to conduct inquiries that are deemed essential to verify your location, identity, and ownership of your email address and financial accounts, subject to applicable laws and regulations.

Upon request, you are required to provide complete and accurate information about yourself and your business in a timely manner, including official government and legal documents as necessary. During the verification process, some Account features may be temporarily limited. However, once the verification process is complete, access to these Account features will be restored to you.

1.5 USERNAMES AND PASSWORDS

During the registration process for your Account, you will be required to provide a unique username and password. It is your sole responsibility to ensure the confidentiality and security of your login credentials. You acknowledge and agree that sharing your username or password with any third party is strictly prohibited. If your legal entity is not a natural person, you may only share your login credentials with an authorized representative. By using the Site with your username and password, you authorize VitaWerks to presume that any person accessing your Account is either you or an authorized representative acting on your behalf. In the event that you suspect or become aware of any unauthorized use or access to your login credentials, you must notify VitaWerks immediately. Additionally, you agree not to provide us access to your Account or log in with the username and password of another User, as doing so would violate the Terms of Service and your agreement with VitaWerks.

• The use would violate the Terms of Service.
• You are not authorized to access or use either. 

2. RELATIONSHIP BETWEEN VITAWERKS AND USERS

2.1. VITAWERKS IS A TECHNOLOGY PLATFORM

VitaWerks operates as an online marketplace, facilitating the connection between healthcare facilities and independent healthcare professionals. Our Site and Services provide healthcare facilities with the opportunity to post available nursing shifts, while healthcare professionals can browse and book shifts according to their availability. It is important to note that VitaWerks merely makes the platform available for healthcare professionals to find healthcare facilities, and does not mediate or mandate any shifts or choices on behalf of either party. Through the use of our Site and Services, healthcare professionals gain access to a wider range of healthcare facilities seeking their particular skill sets. Any shifts that are posted or booked through VitaWerks platform are solely at the discretion of the Users. VitaWerks’ software allows users to access and use VitaWerks marketplace, the Site and Services as described herein (“Software.”)  By using the Site and Services Users represent that you understand that VitaWerks is a provider of online services and that VitaWerks is not a business that provides healthcare services.  

2.2 USERS ARE INDEPENDENT FROM VITAWERKS

VitaWerks only contracts with independent licensed healthcare professionals who are not employed by VitaWerks. Healthcare facilities hold full responsibility and assume all liability for selecting healthcare professionals to work shifts. Healthcare facilities are solely responsible for determining the classification and relationship they have with healthcare professionals who book and complete shifts at their facilities. VitaWerks maintains an independent User relationship with healthcare professionals, regardless of healthcare facilities’ classifications. Healthcare facilities are required to ensure that their determinations regarding healthcare professional classifications are accurate, and that they comply with applicable laws and regulations in their engagement with healthcare professionals. Users agree that VitaWerks is not involved and assumes no liability regarding the classification of healthcare professionals, either generally or specifically in relation to shifts found through VitaWerks marketplace.  Each User agrees that they are not an employee of VitaWerks, and that they are free from VitaWerks’ control and direction in connection with the performance of any work they might perform with or on behalf of a healthcare facility. By using our Site and Services the User represents that they understand that the nature of any work performed as a healthcare professional is distinctly different and outside of the usual course of VitaWerks’ business (as described above).

This Terms of Service does not intend to, nor should it be construed to, create partnerships, franchises, joint ventures, or employer-employee relationships between VitaWerks and Users.

2.3 NO GUARANTEES BY VITAWERKS

VitaWerks makes no representations or warranties regarding the accuracy or veracity of any User Content found on the Site, including User Profiles. You acknowledge and confirm that VitaWerks does not supervise, control, direct, or evaluate the work of healthcare professionals or the facilities of healthcare facilities in any way. As such, VitaWerks shall not be held liable for the services, working conditions, or facilities offered by healthcare facilities or the quality, legality, or safety of services provided by healthcare professionals. Furthermore, VitaWerks does not guarantee the accuracy of Users’ identities, qualifications, or backgrounds, nor their ability to perform services they offer on VitaWerks marketplace. VitaWerks does not guarantee the availability of Shifts or any particular number of Shifts for healthcare professionals at any given time. It is solely the responsibility of Users to ensure the accuracy of their schedules on the marketplace.

2.4 HEALTHCARE PROFESSIONAL PAYMENT

VitaWerks operates a platform that facilitates payments from healthcare facilities to self-employed or independent User healthcare professionals in accordance with VitaWerks payment calendar.

Direct Deposit: Every other week (bi-weekly), VitaWerks processes payments for healthcare professionals via Direct Deposit. Please see VitaWerks Payment Calendar for the payout dates and shifts covered. However, in order to allow speedier, instant payments, VitaWerks has collaborated with Checkr Pay to offer a Pay Card payment method.

Pay Card – VitaWerks processes healthcare professional payments for the Services they perform for healthcare facilities in partnership with a third-party payment provider, Checkr Pay. This option provides healthcare professionals with a virtual debit card upon sign-up. A physical card is issued within 5-7 business days after activation. All payments for shifts worked through the marketplace are remitted to this debit card. If you choose this option, you understand and accept that Checkr Pay may impose additional terms, conditions, and/or fees in connection with the expedited withdrawal/transfer of funds to external bank accounts from the issued debit card.

It should be noted that VitaWerks is solely a payment processor, and any sign-up/card related concerns should be directed to Checkr Pay help desk.

Check Payment – While we encourage all healthcare professionals to use the Checkr Pay option for faster and more secure payments, we understand that some may prefer to receive a check. However, please note that there is no way for VitaWerks to track checks once they have been issued, and VitaWerks cannot be held responsible for any delays in receiving payments via check.The healthcare professional may need to wait up to 5-7 business days from the check’s issuance date to receive it because checks are typically distributed via USPS mail.

Confirmation of Shift Completion Prior to Payment – Healthcare professionals are required to submit a properly completed and error-free timesheet for each shift worked, using the template provided on our website. This timesheet must be in a form that is reasonably satisfactory to the healthcare facility for the facility to approve and confirm the shift’s completion prior to payment. If the facility does not confirm the timesheet’s validity and advance payment to VitaWerks, the shift will not be paid. Any disputes regarding shift completion should be directed to the facility directly. In the event that healthcare facilities are delayed in providing shift verification, healthcare professionals acknowledge and agree that VitaWerks will not be held responsible for any delay in payment processing. The User agrees that VitaWerks shall be held harmless from any and all disputes which might arise between a healthcare professional and a facility. The User agrees that VitaWerks shall have sole discretion in locking or eliminating any User account if VitaWerks determines that User has incorrectly reported hours which were not worked by User.  User agrees that User is to incur no expenses on behalf of VitaWerks, and that in no event will VitaWerks be liable to User for reimbursement of any expenses. 

Overpayment – User hereby agrees that, in the event that a healthcare professional is overpaid for any shift due to inaccuracies on a timesheet, shift disputes, or any other error, VitaWerks may recover the amount of overpayment on behalf of the facility through deduction(s) from future payments for other shifts or any other legal means available. Any such deduction(s) will be equal to, but will never exceed, the amount of the overpayment.

Excess Hour Pay – Due to understaffing, occasionally, the healthcare facilities may request healthcare professionals to work longer than 8 hours in a day. Depending on the facility, the healthcare worker may receive an additional hourly wage as a bonus.This extra hourly compensation may take the form of an hourly differential payment or a 1.5x pay rate for hours exceeding 8 hrs per day or exceeding 40 hrs per week. You are your own boss; if the facility’s offer of extra compensation for overtime work does not satisfy you, you can always decline the assignment. Before you accept any assignments for extra hours, speak with your account manager to learn more about the excess hour pay policies of the facility.Unless authorized in writing by the facility, healthcare professionals should not put in extra time. Any such infraction is regarded as a breach of VitaWerks terms of service and could prevent you from using VitaWerks’ Sites and Services in the future.

2.5 TAXES AND INSURANCE

By accepting these terms and conditions, you agree to assume full responsibility for the following:

• All tax liabilities that may arise from payments received through VitaWerks and healthcare facilities. Please note that VitaWerks will not withhold taxes from any payments made to healthcare professionals.
• You also agree to maintain adequate insurance coverage at all times during the duration of this Agreement. Such insurance should provide levels of coverage that are sufficient to address any injuries that may be sustained while fulfilling Shifts (“Occupational Accident Insurance” or “OAI”) as well as malpractice liability (“Malpractice Insurance”). VitaWerks requires healthcare professionals to maintain both types of insurance and reserves the right to request proof of coverage at any time.
• Please note that, because you are not employed by VitaWerks, VitaWerks does not provide any form of workers’ compensation, health, liability, disability or unemployment insurance coverage for healthcare professionals.

3. MARKETPLACE TERMS AND CONDITIONS

To ensure that all Users have a positive experience and that VitaWerks Marketplace operates successfully, we require all Users to adhere to the following Marketplace Terms and Conditions. In the event that we determine or suspect that your Account has violated any of these Marketplace Terms and Conditions, we reserve the right to review your account and, at our sole discretion, permanently deactivate it.

3.1 SAFETY AND SUPERVISION

By accepting these terms and conditions, you acknowledge and understand that you are required to conduct yourself in accordance with all applicable regulations, laws, and professional standards relating to safety during any shift you accept through VitaWerks Marketplace, as well as within the Marketplace itself. VitaWerks has established the following safety-related requirements:

• All healthcare facilities may choose to provide an orientation to healthcare professionals who book a shift with those healthcare facilities. At the bare minimum, healthcare facilities should provide a review of healthcare facilities policies and procedures that relate to documentation procedure, patient rights, complying with OSHA, administering medication, Fire and Safety, Infection Prevention and Charting/EMR (whenever it is applicable.) 
• All healthcare facilities must provide healthcare professionals with a work environment that is free of unlawful harassment, discrimination or occupational hazards and comply with all applicable state, federal, or local health regulations and occupational safety standards.
• All healthcare facilities must provide healthcare professionals with the equipment and technology necessary to perform their assigned responsibilities and tasks at their facilities. Healthcare professionals must comply with healthcare facility policies, protection protocols, and procedures. Healthcare facilities are solely responsible for monitoring and enforcing healthcare professional compliance with their policies and procedures, including by communicating all relevant information in healthcare facility User Profiles on the Site and notifying healthcare professionals of said relevant information upon their arrival at a healthcare facility. VitaWerks shall not be liable for healthcare facility policies, protection protocols, procedures, or enforcement measures, nor for the technology or equipment provided to healthcare professionals by healthcare facilities.
• Healthcare facilities must assign appropriate personnel to supervise healthcare professionals and evaluate their services according to their standards, policies, and procedures. You accept and agree that VitaWerks is not responsible for supervising, monitoring, or evaluating healthcare professional performance of their tasks and responsibilities to healthcare facilities or otherwise.

Furthermore, you agree to notify VitaWerks promptly if you become aware of any unlawful conduct or safety concerns during a shift found via VitaWerks Marketplace. You must fulfill all such notifications through VitaWerks’ Incident Report Questionnaire. VitaWerks will then determine if any Accounts should be marked for review or deactivation as a result of the notification.

3.2 CANCELLATIONS

By using VitaWerks platform to book and accept Shifts, you acknowledge and agree that canceling Shifts can have a negative impact on the functionality of the Platform and the experience of other Users. Therefore, you are required to comply with VitaWerks’ Shift cancellation/call off policies for both healthcare professional and healthcare facility accounts.

Healthcare professionals are permitted to cancel any Shift request prior to approval by the applicable healthcare facility. However, once a healthcare professional has been approved for a specific Shift at a healthcare facility, they must inform the healthcare facility in a timely manner of any cancellations. Frequent and/or last-minute cancellations of approved Shifts may result in account deactivation. Healthcare professionals must also be aware that healthcare facilities have the right to cancel any approved Shift within two hours of its start time. If a healthcare professional is already at the facility and is sent home due to overstaffing, they must provide a signed timesheet from the healthcare facility to confirm the reason for the cancellation. VitaWerks will verify the validity of the claim, and if confirmed by the healthcare facility, the healthcare professional will be eligible for sent home pay as per applicable law and/or the healthcare facility’s cancellation policy (which may be two or four hours).

It is important for all Users to adhere to VitaWerks’ policies regarding Shift cancellations to ensure the smooth operation of the Platform and a positive experience for all.

3.3 “DO NOT RETURN” LIST (DNRs)

If for any reason, either a healthcare facility or a healthcare professional wishes to exclude another User from being matched on VitaWerks marketplace in the future, they may request to add that User to a “Do Not Return” (“DNR”) list. VitaWerks respects these requests and has the authority, acting in VitaWerks’ sole discretion, to review or permanently deactivate a healthcare professional Account if they receive one or more DNR requests. The request for a DNR can be made at any time and for any reason deemed necessary by the healthcare facility or healthcare professional.  User agrees that such requests are actions by a third party healthcare facility and that User shall have no causes of action or rights to bring any action against VitaWerks based on User’s placement on a DNR list for any healthcare facility and/or for Users deactivation from VitaWerks’s services in general.  

3.4 ACCOUNT REVIEWS

VitaWerks may deactivate a User Account if it is suspected of violating these Terms of Service, or engaging in suspicious activity that disrupts the marketplace experience of other Users, such as frequent cancellations. Deactivation of the Account will not affect any previously booked shifts, but the User may be prevented from booking future shifts on the platform.

3.5 OTHER MARKETPLACE RULES RELATING TO USE OF THE SITE OR SERVICES

By using the Site and Services, you agree to comply with the following provisions, in addition to all other rules and restrictions outlined in the Terms of Service:

• You may only use the Site and Services for lawful purposes, and you may not use them to transmit or distribute any unlawful material or engage in any fraudulent or deceptive activities. You are prohibited from engaging in any conduct that may cause harm to VitaWerks employees, agents, or other Users.
• You are not allowed to use another User’s account or identity, nor may you impersonate another person or entity.
• You must not use the Site or Services to harass, annoy, or otherwise cause a nuisance to other Users.
• When registering an Account or providing information to VitaWerks, you must provide accurate information. If any of the information changes, you must notify VitaWerks promptly and provide any proof of identity that VitaWerks may reasonably request.
• You are responsible for safeguarding your Account password and any other identification credentials provided by VitaWerks to access the Site or Services in a secure and confidential manner.
• You must not engage in any behavior that may harm other Users, VitaWerks, or the Services in any way.
• While using the Site or Services, you must not engage in any behavior that VitaWerks deems to be racist, sexist, violent, hateful, harassing, unlawful, or otherwise inappropriate, as determined in VitaWerks’ sole discretion.
• You may not abuse VitaWerks promotional systems, including by redeeming multiple coupons or offers at once, or opening multiple accounts to take advantage of promotions or offers that are exclusive to first-time Users of the Site or Services.

3.6 PROMOTIONS

Periodically, VitaWerks may introduce promotional initiatives, such as referral or bonus programs, to incentivize healthcare professionals who frequently book Shifts through the Platform. These promotions may vary over time, and the healthcare professional acknowledges and agrees that VitaWerks has the right to determine the healthcare professional’s eligibility for these promotional offers. The healthcare professional understands that they cannot dispute or challenge their ineligibility for a promotional reward. VitaWerks also has the right to revoke these offers and rewards at any given time at our discretion. Healthcare professionals understand that, because they are not employed by VitaWerks, any such incentives or promotional offers shall not constitution wages.  

4. COMMUNICATION VIA THE SITE OR SERVICES

This section outlines the rules and regulations that govern interactions between Users on the Site or Services. Users are required to utilize the communication services available on the Site to communicate with other Users regarding their engagement. This includes sharing details such as location arrival information, pre-work requirements, mid-shift coordination, rate negotiations, and other relevant terms. By creating an Account, Users give their consent to receive electronic communications from VitaWerks, such as emails, calls, text messages, or App notifications.

However, Users are strictly prohibited from using the communication features to request documentation related to their occupation, shifts they have completed, incidents/disputes, or payments from other Users. Users are also not allowed to share or transmit material that can be considered libelous, defamatory, obscene, pornographic, illegal, or otherwise criminal in nature. Such material has the potential to infringe on another party’s rights or violate the law, and may result in criminal or civil liability.

VitaWerks reserves the right to remove content, messages, or transmissions made by the User for any reason or no reason at all. This includes messages that violate the Terms of Service, as determined by VitaWerks in its sole discretion. VitaWerks also reserves the right to suspend or permanently deactivate a User’s account if it determines that the User has violated the Terms of Service, as determined by VitaWerks in its sole discretion.

5. WARRANTY DISCLAIMER

You agree that you will not rely on the Services, Site, any information hosted on the Site, or the continuation of the Site. The Services and the Site are provided on an “as available” and “as is” basis. VitaWerks does not make any warranties or representations regarding the Services, Site, visual, textual and/or audio content and information, User Content, or any items or activities related to the Terms of Service. VitaWerks disclaims all representations, warranties, and conditions, whether express or implied, including but not limited to accuracy, merchantability, non-infringement, title, and fitness for a particular purpose, to the maximum extent permitted by applicable law. In some jurisdictions, the foregoing limitations on warranties may not be allowed, and some or all of these limitations may not apply to you. Your exclusive remedy against VitaWerks for any non-conformances, defects, or dissatisfaction is outlined in Section 8 (Termination of Terms of Service).

6. PRIVACY

6.1 PRIVACY POLICY

Kindly review our Privacy Policy (Privacy Policy – VitaWerks) to learn how VitaWerks collects, uses, and discloses information via the Site. We reserve the right to amend our privacy policy at any time and will post the updated policy on our Site.  By using the Site and the Services you agree to be bound by any additional terms and conditions which might exist in the Privacy Policy.  

6.2 BACKGROUND CHECKS

VitaWerks engages a third-party service provider to conduct background checks. By using our services, you acknowledge and agree that we may share any information you provide us with third-party background check service providers to obtain a complete and accurate background screening. Some healthcare facilities may require a drug screen. By using our services, you agree to comply with these requirements as a part of the screening process.

7. LIMITATION OF LIABILITY

VitaWerks shall not be held liable, and you agree to indemnify VitaWerks against any losses or damages arising out of or related to the Terms of Service, your use of the Site and/or Services, or your performance of professional services resulting from such use. This includes, but is not limited to:

• Your reliance on the accuracy, reliability, or completeness of the job postings, ratings, recommendations, feedback (including display, order, and content) and User Profiles.
• Your use or inability to use the Site or Services.
• Disruptions or delays in our Site or Services.
• Bugs, errors, glitches, and inaccuracies of any kind in our Site or Services.
• Actions taken on your Account, including deactivations, suspensions, reviews, and ratings.
• Viruses or other malicious software obtained through accessing the Site or Services.
• The need for you to modify content, practices, behavior, or the loss of and/or inability to conduct business resulting from changes to the Terms of Service.
• Damage to your hardware device resulting from the use of our Site or Services.
• Actions, inactions, and content resulting from a third party’s use of the Site or Services.
• Metrics and/or Composite Information found on and made available through the Site.
• Your failure to maintain adequate insurance as required in Section 2.5 above. 

Please note that certain jurisdictions may not allow for the exclusion or limitation of liability for certain damages. If this is the case, some or all of the above limitations may not apply to you.

VitaWerks does not charge for Message Alerts, but standard message and data rates may be charged by your mobile carrier. It is important to note that your relationship with your mobile carrier is separate from your relationship with us, and any rates they charge are beyond our control. Any disputes regarding charges levied by your mobile carrier to view or access Alerts, Book Shifts, Receive Approvals, Upload Timesheets, etc on your Electronic Device while using VitaWerks Sites and Services are solely between you and your mobile carrier. You agree to pay all charges that result from using Software on your mobile phone to your carrier, and VitaWerks will not be responsible for paying any charges you incur from your carrier.

Moreover, in no event shall VitaWerks, our third-party service providers, VitaWerks affiliates, or VitaWerks licensors be liable for any consequential, incidental, punitive, exemplary, special or indirect costs or damages. This includes, but is not limited to, installation and removal expenses, loss of data, production, profit, or business opportunities, or costs due to litigation. VitaWerks’ liability, as well as that of our third-party service providers, VitaWerks affiliates, and VitaWerks licensors, to any user for claims arising from or related to this Terms of Service, shall not exceed $1,500. These limitations apply to all liabilities arising from any cause of action arising from or related to the Terms of Service, including but not limited to, tort (including negligence), contract, strict liability, or otherwise. These limitations apply even if you have been advised of the possibility of such costs or damages and even if the limited remedies provided in this Terms of Service fail for their essential purpose. However, please note that some jurisdictions and states may not permit foregoing exclusions and limitations, and thus, some or all of the foregoing exclusions or limitations may not apply to you.

8. TERMINATION OF TERMS OF SERVICE

8.1 TERMINATION 

Unless explicitly agreed upon in writing by both parties, either you or VitaWerks may terminate these Terms of Service at any time, at their sole discretion, without providing any further explanation. Notice of termination must be given in writing to the other party, except as otherwise provided in these Terms of Service. In the event that you terminate these Terms of Service, your Account will be permanently deactivated, and your access to the Site and Services will be revoked. 

VitaWerks may, but is not obligated to, remove or limit your access to the Site or Services, deny your registration attempts, or refuse to provide any or all Services to you indefinitely or temporarily if:

• VitaWerks suspects or becomes aware that you have provided false information
• VitaWerks is required by law, legal process, or legal enforcement to do so
• You breach any of the written terms and conditions or the spirit of the Terms of Service or any additional provisions
• VitaWerks, in its sole discretion, believes that your actions may result in legal liability for VitaWerks, its affiliates, or its Users

If your account is deactivated, you are not allowed to use the Site under a different or same account, or re-register a new Account without VitaWerks’ prior written consent.  You agree that the Site’s reputation, goodwill, and value depend on transparency in a User’s Account status for all users, including yourself.

8.2 SURVIVAL 

The termination of this Agreement shall not affect the validity or operation of any provision of this Agreement or any other provision that, by its nature or explicitly, contemplates performance after termination or expiration. Notwithstanding anything to the contrary in this Agreement, the termination of this Agreement for any reason shall not relieve you or VitaWerks of any obligations that have accrued prior to such termination, or that by their nature, survive the termination of this Agreement. This includes any obligation arising from any act or omission prior to termination.

9. MISCELLANEOUS TERMS

9.1 ENTIRE AGREEMENT

The present Terms of Service constitute the entire agreement and understanding between VitaWerks and you with respect to the subject matter herein and supersede any prior or contemporaneous agreements, representations, warranties, negotiations, understandings, and other communications, whether written or oral, between you and us relating to the subject matter in any way. The headings of sections in these Terms of Service are included solely for convenience of reference and navigation and do not have any legal effect or significance. Although VitaWerks has drafted these Terms of Service, you acknowledge that you have had adequate time to review and consider the terms and conditions before agreeing to them. In the event of any ambiguity or question regarding the interpretation or intent of any provision of these Terms of Service, there shall be no presumption or burden of proof in favor of or against you or VitaWerks based on the authorship of any particular provision.

9.2 MODIFICATIONS

VitaWerks retains the right to periodically review and modify these Terms of Service at our own discretion. Any updates to the agreement will be published on this webpage. Your ongoing use of the Site and/or Services after the revised Agreement has been posted shall signify your acknowledgement and acceptance of such changes and updates.

9.3 ASSIGNABILITY

You are not allowed to transfer or assign the Terms of Service or any of the rights or obligations stated herein, unless prior written consent is obtained through an instrument signed by an authorized representative of VitaWerks. VitaWerks, on the other hand, may freely assign the Terms of Service without seeking your consent. Any attempted transfer or assignment in violation of this provision will be considered null and void.

These Terms of Service are binding and will benefit the parties’ heirs, successors, and permitted assigns, subject to the aforementioned restrictions.

9.4 SEVERABILITY; INTERPRETATION

If any provision or part of these Terms of Service is held to be invalid, unenforceable, or unlawful by a court or other authority with jurisdiction, then such provision or part will be deemed ineffective only to the extent of such invalidity, unenforceability, or unlawfulness, without affecting the enforceability, validity, or legality of the remaining provisions. This provision shall be governed by and construed in accordance with the laws of the jurisdiction in which it is being enforced, and the parties’ intent shall be given maximum effect to the extent possible under such laws. The invalidity, unenforceability, or unlawfulness of a provision in one jurisdiction will not affect its enforceability, validity, or legality in any other jurisdiction.

9.5 FORCE MAJEURE

Neither party to this Terms of Service shall be held accountable or responsible for any failure or delay in performing any obligations hereunder due to circumstances beyond their reasonable control, including but not limited to natural disasters, accidents, internet or telecommunications failures, fires, floods, government regulations or restrictions, labor disputes, strikes, or other similar causes. Such events shall not be considered a breach of this Agreement and the affected party shall be excused from its obligations during the duration of such events.

9.6 CONSENT TO USE ELECTRONIC RECORDS

In connection with your use of the Site and Services, VitaWerks may provide you with certain records, including notices, agreements, and communications, which may be in writing. In order to facilitate your use of the Site and its Services, you hereby consent to receive such records electronically, rather than in paper form. This consent extends to all affiliated entities of VitaWerks.

9.7 INDEMNIFICATION

You hereby agree to defend, indemnify, and hold VitaWerks and its affiliates, officers, directors, employees, and agents harmless from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or in connection with your use of our Site or services or any breach of these Terms of Service.

10. SITE AND SERVICES TERMS OF USE

Pursuant to the Marketplace rules and other provisions of the Terms of Service, all Users and Site visitors agree to the following terms:

• You can only utilize the Services or Sites in line with every applicable law, including without limitation laws pertaining to trade secrets, copyrights, or any other rights belonging to any third party, which include publicity and privacy rights. 
• You can only have access to the Services or Site through means that are explicitly and officially sanctioned by VitaWerks.
• You cannot manipulate, create or forge identifiers and headers in order to camouflage and disguise the origin of any content that you share and upload through the Services or Site. 
• You cannot use the Site or Services or any of the content that you can access via the Services, for the sake of commercial purposes. This includes, but is not limited to, advertising to any Users, soliciting any User, selling anything to any User. The only exception is if VitaWerks provides you with prior authorization to engage in such activities, in written form. 
• You will not be able to distribute or copy any software that is utilized by VitaWerks, the Services or Site or any of the content hosted and transmitted through the Site for the sake of distribution and republication.
• Any content that is transmitted and hosted on the Services or Site cannot be compiled. The sole exception to this is if you are compiling this content transmitted and hosted on the Services or Site for your own personal and noncommercial uses. 
• You will utilize the Services and Site solely for your own use. Directly or indirectly, you cannot transfer, resell or license the Services, Software or content that is hosted, displayed and transmitted to a third party. 
• You cannot utilize the Services or Site in a manner that could disable, overburden, damage or impair any of VitaWerks servers, or the networks that are linked to any of VitaWerks servers. 
• You cannot make an attempt to acquire unauthorized access to the Services or Site and/or to any Accounts, computer systems, resources, and/or networks that are linked to any of VitaWerks servers. 
• You cannot scan, probe or make an attempt to test any of VitaWerks network’s, system’s, or breach’s viability. You also cannot attempt to bypass the authentication and security measures used by VitaWerrks in order to restrict or prevent Services or Site access or use of the Services or Site or the content hosted and transmitted therein. 
• You cannot scrape or carry out any systematic data retrieval or systematic retrieval of any of the Content hosted and transmitted on the Site and Services. 
• You will file a report if you uncover any errors, unauthorized methods of access, bugs or other breaches of our intellectual property rights during your utilization of the Services or Site.
• You are solely responsible for keeping current all required Credentials or other requirements necessary to provide Healthcare Services using the Platform. VitaWerks might, but is not required to, notify you when such Credentials or other requirements are approaching expiration. Upon expiration of any of the foregoing (e.g. professional license, CPR, immunizations, etc.) any scheduled Shifts may be canceled, without any payment to you, by the healthcare facilities and/or your Account may be deactivated from accessing, requesting, accepting, or approving any future Shifts until all such requirements are received and verified by VitaWerks. VitaWerks reserves the right to not reactivate your Account until all the required documentation and information is received and verified by VitaWerks.
• You retain the sole right to determine when, where, and for how long you will utilize the Sites and Services unless your account was earlier deactivated, or restricted by VitaWerks in accordance with this Agreement. You retain the option, via the Sites and Services, to attempt to request, accept, decline, and/or ignore a healthcare facility’s request for Healthcare Services pursuant to a Shift, or to cancel an accepted or approved Shift in accordance with this Agreement and then-current cancellation policies.

Furthermore, VitaWerks can, subject to VitaWerks’ exclusive discretion, permit you periodically to publish, upload or otherwise make available to VitaWerks User Content via our Site or Services. Any of the User Content that you supply will remain your property. Keep in mind that when you supply VitaWerks with User Content, you are giving VitaWerks a irrevocable, perpetual, royalty-free, worldwide transferable license that contains the right to use, sublicense, copy, modify, produce works derivative of said content, distribute, publicly perform, publicly display or exploit in other ways in any kind of manner such User Content in all formats and distribution channels currently known or hereinafter devised (which includes in connection with the Services and VitaWerks’ businesses and on third-party sites and services) without requiring any notice or further consent from you, nor any requirement for payment to you or any other entity or person. 

You are representing and warranting the following:

• You are either the exclusive, sole owner of all User Content or you possess ownership of the releases, consents, licenses and rights that are necessary to provide VitaWerks with the license to utilize the User Content as set forth above.
• Neither the User Content nor your publishing, submission, uploading and/or otherwise making available the aforementioned User Content, nor VitaWerks’ use of the User Content as allowed stipulated here will misappropriate, infringe or violate any third party’s intellectual property rights, proprietary rights, rights of publicity or privacy, or will result in violation of any applicable regulations or laws. 

11. PROPRIETARY RIGHTS AND NONDISCLOSURE

User recognizes that User will be exposed to, have access to and be engaged in the development of information (including all tangible and intangible manifestations) regarding the patents, copyrights, trademarks, trade secrets, technology, sales and marketing plans, and business of VitaWerks (collectively, “Proprietary Information”) and agrees as follows:

• All Proprietary Information, whether presently existing or developed in the future, shall be the sole property of VitaWerks and its assigns. In addition, VitaWerks and its assigns shall be the sole owner of all intellectual property and other rights in connection with such Proprietary Information.
• During the term of this Agreement and after its termination, User will keep in confidence and trust all Proprietary Information and shall not reproduce, use or disclose any Proprietary Information or anything related to such information without the prior written consent of VitaWerks, except as required in the ordinary course of performing the Services.

11.1 NON DISCLOSURE OF THIRD-PARTY INFORMATION

User understands that VitaWerks has received and will receive from third parties information that is confidential or proprietary and that is subject to restrictions on VitaWerks’ use and disclosure (“Confidential Third-Party Information”). During the term of this Agreement and after its termination, User will hold Confidential Third-Party Information in the strictest confidence and will not disclose or use Confidential Third-Party Information, except as permitted by agreement between VitaWerks and the relevant third party, unless expressly authorized to act otherwise by an officer of VitaWerks.

11.2 NON-SOLICITATION 

During the term of this Agreement, and for a period of one year following the termination of this Agreement User will not be allowed to personally or through others (i) recruit, solicit, induce or attempt to induce any contractor of VitaWerks to terminate his or her contractual relationship with VitaWerks or (ii) solicit the business of any client or customer of VitaWerks, other than on behalf of VitaWerks.

If any restriction set forth in Section 11.2 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

You accept that you cannot post User Content that is obscene, pornographic, defamatory, illegal or otherwise offensive, as determined by VitaWerks in its sole and exclusive discretion, regardless of whether or not the published User Content is protected by law. VitaWerks can but is not obligated to monitor, remove and review User Content at the exclusive discretion of VitaWerks, at any chosen time and for any reason possible without giving you any prior notice.

If you have any questions about the Terms of Service you can direct your inquiries to hello@vitawerks.com