User Agreement
v.1.1

Effective Date: March 27, 2019

Thank you for visiting the HealthFreelance.com website, https://healthfreelance.com.  You should not access or use this Site until you have carefully read, agree to, and accept all of the terms and conditions contained in the User Agreement (this “Agreement”).  This is a contract between you (“you” or “User”) and HealthFreelance.com LLC (“HealthFreelance”, “we” or “us”). The terms within this Agreement includes https://healthfreelance.com and future mobile websites and applications owned and operated by us and our successors (collectively, the “Site”), all services (except the Freelancer’s own services), applications and products that are accessible through the Site and all HealthFreelance mobile applications that link to or reference this Agreement (“Site Services”).  If you do not agree to the Site Use Terms, you may not access or use the Site.

This Agreement includes and incorporates by reference the following: Privacy Policy, HealthFreelance Fee and ACH Agreement, and Hourly Payment Agreement with Escrow Instructions, as such agreements may be in effect and modified by HealthFreelance from time to time (collectively, with this Agreement, the “Terms of Service”). The Terms of Service are available at https://healthfreelance.com/legal_termsofservice.

HealthFreelance provides the Site, an online platform connecting healthcare businesses with independent freelance healthcare professionals, healthcare support staff, and other niche healthcare business service providers, to healthcare facilities, clinics, consulting groups, pharmaceutical manufacturers, biotechnology companies, research institutions and other healthcare or healthcare-related businesses seeking to engage such professionals to perform the required services.  Subject to the conditions set forth in this Agreement, HealthFreelance may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site and will provide reasonable advance notice of any amendment that includes a a change to the terms of the Terms of Service that may, if applicable, reduce your rights or increase your responsibilities (“Substantial Change”). If the Substantial Change includes an increase to Fees charged by HealthFreelance, HealthFreelance will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”).

Your continued use of the Site or the Site Services after the Effective Date of a revised version of this Agreement or of any other Terms of Service constitutes your acceptance of and agreement to be bound by the Terms of Service as revised. In the event of a conflict between this Agreement and the Terms of Service, this Agreement will control. Capitalized terms are defined throughout this Agreement and in Section 24 (Definitions).

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE THAT YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 21.4 OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.

1. DIGITAL SIGNATURE
By registering for a HealthFreelance account on the site (an “Account”), or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Agreement and the other Terms of Service electronically, effective on the date you register your Account or click to accept the Terms of Service, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, the other Terms of Service, and any amendments.

2. CONSENT TO USE ELECTRONIC RECORDS
In connection with the Terms of Service, you may be entitled to receive certain records from HealthFreelance such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
2.1 YOUR CONSENT AND YOUR RIGHT TO WITHDRAW CONSENT
By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under the Terms of Service that we would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via the U.S. Postal Service and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting Customer Support at: hello@healthfreelance.com. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Site and the Site Services, and you will no longer be permitted to use the Site or the Site Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided to us to you before the withdrawal of your consent becomes effective.
2.2 KEEPING YOUR ADDRESS AND EMAIL ADDRESS CURRENT WITH US
In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account Information on the Site or by contacting Customer Support. In addition, so that we may communicate with you via the U.S. Postal Service and other third-party mail services, you agree to notify us immediately of any change in your address.
2.3 HARDWARE AND SOFTWARE YOU WILL NEED TO USE THE SITE SERVICES FOR YOUR BUSINESS
To access and retain the records and notices we provide to you electronically, you will need: (i) a valid email address; (ii) a computer system that operates on a platform such as that provided by Windows or Apple; (iii) a connection to the Internet; (iv) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Users utilizing other browsers may experience compatibility difficulties); (v) a Current Version of Adobe Acrobat Reader; (vi) a computer or device and an operating system capable of supporting all of the above; and (vii) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By “Current Version”, we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.

By accepting and agreeing to this Agreement and the other Terms of Service electronically, you represent that (i) you have read and understand the above consent to receive records and notices electronically; (ii) you satisfy the minimum hardware and software requirements specified above; and (iii) your consent will remain in effect until you withdraw your consent as specified above.

3. HEALTHFREELANCE ACCOUNTS
3.1 USER AGE AND ACCESS

To register for an Account, you must be, and hereby represent that you are a legal entity, or an individual 18 years or older who can form legally binding contracts within the United States.

3.2 ACCOUNT ELIGIBILITY
To use the Site and certain Site Services, you must register for an Account. HealthFreelance offers the Site and Site Services for your business purposes only, and not for personal, household, or consumer use. To use the Site and Site Services you must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual / sole proprietor or as a corporation or other entity) and further represent that you intend to use the Site and Site Services for your business purposes only. You understand that you must comply with any licensing or registration requirements with respect to your business, and you represent that you comply with all such requirements as well as with all other applicable law. By registering for an Account, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the other Terms of Service; (b) be financially responsible for your use of the Site and the purchase or delivery of Freelancer Services; and (c) perform your obligations as specified by any Service Contract that you enter into (and to not enter into any Service Contract in violation of applicable law or the Terms of Service). HealthFreelance reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms of Service, or for any other reason or no reason in HealthFreelance’s sole discretion.

You represent that you are not: (i) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (iii) an individual, or an individual employed by or associated with an entity Identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services.
3.3 ACCOUNT REGISTRATION; PROFILE
By registering for an account, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public.. If you are a Freelancer, you represent and warrant that you use your Profile to market your business to others for the purpose of entering into independent contractor relationships with other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide and to correct any information about your location, your business, your skills, or the services your business provides that is or becomes false or misleading. You agree not to register for more than one Client Account and one Freelancer Account without express written permission from us. You agree not to ask or allow another person to create an Account on your behalf, for your use, or for your benefit.
3.4 IDENTIFY VERIFICATION
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business on HealthFreelance, if it is a separate legal entity. You authorize HealthFreelance, directly or through third parties, to make inquiries necessary to validate your identify and confirm your ownership of your email address, financial accounts, licenses or certifications, subject to applicable law. When requested, you must provide us with information about you and your business.
3.5 USERNAMES AND PASSWORDS
When you register for an Account, you will be asked to choose a username and a password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your account username and password. You authorize HealthFreelance to assume that any person using the site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password. You further agree not to use any username, or password of another User of the Site you are not authorized to use and not to allow others who are not authorized to do so to use your Account.
3.6 MARKETPLACE FEEDBACK
You acknowledge and agree that feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that HealthFreelance post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your User Rating, if any, will consist of comments, ratings, indicators of User satisfaction, and other feedback left by other Users. You further acknowledge and agree that HealthFreelance will make feedback results available to other marketplace Users, including composite or compiled feedback. HealthFreelance provides this feedback system as a means through which Users can share their opinions publicly and HealthFreelance does not monitor or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any User Rating relate only to the business advertised in the Freelancer Profile and not to any individual person. You agree not to use the User Rating to make any employment, credit valuation, underwriting, or other similar decision about any other User.

HealthFreelance does not investigate any remarks posted by Users for accuracy or reliability but may do so in its sole discretion if a User requests that HealthFreelance do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. HealthFreelance is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, HealthFreelance reserve the right (but is under no obligation) to remove posted feedback or information that, in HealthFreelance’s sole judgment, violates the Terms of Service or negatively affects our marketplace. You acknowledge and agree that you will notify HealthFreelance of any error or inaccurate statement in your feedback results, including the User Rating, and that if you do not do so, HealthFreelance may rely on the accuracy of such information.

4. PURPOSE OF THE SITE AND SITE SERVICES
The Site is intended as a safe and trusted marketplace where Clients and Freelancers can identify each other and advertise, make and receive payments through Escrow, and receive and perform Freelancer Services. Subject to the Terms of Service, HealthFreelance provides the Site Services to Users including hosting and maintaining Freelancer Services on the Site, enabling the formation of Service Contracts, and coordinating disputes related to those Service Contracts. If Users agree on terms for Freelancer Services, a Service Contract is formed directly between such Users, subject to the provisions set forth in Section 5 (Contractual Relationship Between Client and Freelancer). When a User enters a Service Contract, the User uses the Site to engage, communicate, invoice, and pay online.
4.1 ESCROW ACCOUNTS
HealthFreelance provides payment acceptance and escrow services to Users via Stripe (https://stripe.com) a secure, independent third-party payment processing provider of billions of dollars and for millions of online and mobile commerce businesses in over 180 countries (“the Escrow Services Provider” or “ESP”) to deliver, hold, or receive payment for an Engagement and to pay service, membership, subscription, payment processing and administration fees to HealthFreelance (“Escrow Services”). The Escrow Services are intended for business use, so you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.

Depending on your needs and the applicable Escrow Instructions, HealthFreelance in conjunction with the ESP will establish and maintain one of three different types of Escrow Accounts, subject to the applicable Escrow Agreement:

(a) Client Escrow Account. After entering into a Service Contract, the first time a Client makes a payment for an Engagement, HealthFreelance and ESP will establish and maintain a “Client Escrow Account” to hold funds for the Client to use and make payments for Engagements, to receive funds in connection with Engagements, and to make payments to HealthFreelance for payment processing and administration fees.
(b) Freelancer Escrow Account. After entering into a Service Contract, the first time a Freelancer uses the Site to receive payment for an Engagement, HealthFreelance and ESP will establish and maintain a “Freelancer Escrow Account” for the Freelancer to receive payments for Engagements, withdraw payments, make service fees available to HealthFreelance, and issue refunds to Clients.
You hereby authorize and instruct HealthFreelance and ESP to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Engagement and other specific purposes (the “Escrow”) in accordance with the Terms of Service and the applicable Escrow Instructions.

4.2 PROHIBITED SITE USE
The uses described in this Section are prohibited regardless of where on the Site they occur. For example, the activities are prohibited in job posts, proposals, HealthFreelance messages, communications with customer service, disputes, the community forum, and Client or Freelancer feedback.
4.2.1 Illegal, Fraudulent, Harmful, or Offensive Uses
You may not use, or encourage, promote, facilitate, instruct, or induce others to use the Site or Services for any activities that violate any law, statute, ordinance, or regulation; for any other illegal, fraudulent, harmful, or offensive purpose; or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive.

Examples of prohibited uses of the Site or Site Services include:

• Seeking, offering, or endorsing illegal, obscene, or pornographic services or activities, including services (i) that would violate the intellectual property rights, including copyrights, of another person, entity, service, product, or website or (ii) that would involve the creation, review, or editing of pornographic, erotic, obscene, or sexually explicit material;
• Posting content that is offensive, defamatory, profane, vulgar, obscene, threatening, discriminatory, illegal, pornographic, or sexually explicit in nature;
• Seeking, offering, or endorsing any services that would violate HealthFreelance’s Terms of Service or the terms of service of another website or any other contractual obligations;
• Seeking, offering, or endorsing any services that violate the academic policies of any educational institution;
• Fraudulently billing or attempting to fraudulently bill any Client, including by (i) falsifying or manipulating or attempting to falsify or manipulate the hours recorded in the Invoice, (ii) reporting, recording, or otherwise billing clients for time that was not actually worked, or (iii) reporting, recording, or otherwise billing hours worked by another person as hours worked by you in a way that is misleading or false;
• Expressing a preference in a job post or proposal or otherwise unlawfully discriminating on the basis of race, religion, color, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military/veteran status or any basis protected by applicable law;
• Posting content that is harassing towards another person or violates the rights of a third party;
• Posting identifying information concerning another person;
• Making or demanding bribes;
• Making or demanding payments without the intention of providing or receiving services in exchange for the payment;
• Spamming other Users;
• Using any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission or collecting or harvesting any personally identifiable information, including Account names, from the Site; and
• Engaging in any conduct that is reasonably likely to or that is intended to harm the Site, including (i) imposing an unreasonable or disproportionately large load (in our sole discretion) on the Site’s infrastructure; (ii) interfering or attempting to interfere with the proper operation of the Site or Site Services or any activities conducted on the Site; (iii) bypassing any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; or (iv) attempting to interfere with or compromise the system integrity or security or decipher any transmission to or from the servers running the Site.

4.2.2 Using the Site other than for the Intended Purposes
The following are examples of prohibited use of the Site:

• Offering services for the sole purpose of obtaining positive feedback of any kind;
• Requesting, demanding, or receiving free services, including requesting Freelancers to submit work as part of the proposal process for very little or no money or posting projects (i.e. contests) in which Freelancers submit work with no or very little pay and only the winning submission is paid the full amount;
• Requesting a fee before allowing another User to submit a proposal;
• Withholding payment or Work Product or engaging in any other conduct for the purpose of obtaining positive feedback from another User;
• Attempting to falsify, manipulate, or coerce another User by threatening to give negative feedback;
• Misusing the feedback feature to express views unrelated to the work, such as political, religious, or social commentary;
• Duplicating or sharing accounts;
• Selling, trading, or giving an account to another person without HealthFreelance’s consent;
• Sharing or soliciting contact information such as email, phone number, or Skype ID in a profile or project post;
• Soliciting or processing payment outside of HealthFreelance in violation of the Terms of Service;
• Advertising products or services that are outside or beyond the scope of the HealthFreelance marketplace; and
• Advertising on HealthFreelance to recruit Freelancers to join an agency, another website, or company.

4.2.3 Using the Site to Post False or Misleading Content
All profiles, jobs, proposals, and other content posted to the Site must be truthful and not misleading. Examples of prohibited uses:

• Misrepresenting a Freelancer’s experience, skills, or information;
• Misrepresenting or avoiding disclosure of any, where applicable:
  • reprimand, sanction, discipline or other action by any licensing board, certifying authority, or professional specialty boards against Freelancer;
  • license, permit, registration, or certification, relevant to the provision of services, suspended, revoked, or restricted by any state or national law;
  • Exclusion or suspension from participation in, or sanction by, any Medicare program, a Medicaid program, or any other federal healthcare program as such term is defined at 42 U.S.C. Title 42 § 1320a-7b (the “Government Healthcare Programs”) or other third party payor programs; and/or
  • Denial of membership or reappointment to medical staff, or had medical staff or clinical privileges suspended, limited, or revoked for a medical disciplinary cause or reason;
  • Ineligibility for professional errors or omissions coverage;
  • Charge or conviction of a felony, a misdemeanor involving fraud, dishonesty, controlled substances, or moral turpitude, or any crime relevant to the provision of any healthcare services.
• Impersonating any person or entity, including, but not limited to, a HealthFreelance representative, forum leader, guide or host, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
• Falsely attributing statements to any HealthFreelance representative, forum leader, guide or host;
• Allowing another person to use your account, which is misleading to other Users;
• Falsely stating or implying a relationship with HealthFreelance or with another company with whom you do not have a relationship;
• Falsely stating or implying a relationship with another User;
• Falsely stating that one Freelancer will perform the work on a job when another will in fact perform the work, including submitting a proposal on behalf of a Freelancer that is unable, unwilling, or unavailable to do the work.

4.2.4 Enforcement
We reserve the right, but do not assume the obligation, to investigate any violation of Prohibited Site Uses. We may investigate violations and may remove, disable access to, or modify any content that violates these Terms.

We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate User information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of these Terms.
4.2.5 Reporting and Correcting Violations
If you become aware of any violation of these Terms, you must immediately report it to Customer Service hello@healthfreelance.com. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of these Terms.

5. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
5.1 SERVICE CONTRACTS
You acknowledge and agree that a Service Contract is comprised of the following agreements (as applicable): (a) The Hourly Payment Agreement with Escrow Instructions; (b) the Engagement terms awarded and accepted on the Site to the extent that the terms do not, and do not purport to, expand HealthFreelance’s obligations or restrict HealthFreelance’s rights under the Terms of Service; (c) the terms in Section 8 (Service Contract Terms), unless other terms are agreed to by the parties, to the extent that the provisions do not, and do not purport to, expand HealthFreelance’s obligations or restrict HealthFreelance’s rights under the Terms of Service; and (d) any other contractual provisions accepted by both the Client and the Freelancer, to the extent that the provisions do not, and do not purport to, expand HealthFreelance’s obligations or restrict HealthFreelance’s rights under the Terms of Service. You acknowledge and agree that HealthFreelance is not a party to any Service Contracts, and that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between HealthFreelance and any Freelancer.
5.2 PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS
If Users choose hourly compensation and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and HealthFreelance will follow, the Hourly Payment Agreement with Escrow Instructions.

6. PAYMENT TERMS
6.1 SERVICE FEE
The fees to use the Site and Site Services are paid by the Client and/or Freelancer. When a Client pays a Freelancer, or when funds related to an Engagement are otherwise released to a Freelancer as required by the applicable Escrow Instructions, HealthFreelance will credit the Freelancer Escrow Account for the full amount paid or released, and then subtract and disburse to HealthFreelance a service fee in the amount specified in the HealthFreelance Fee and ACH Authorization Agreement (https://www.healthfreelance.com/legal/fee_agreement) (the “Service Fee”). Client and Freelancer agrees to pay HealthFreelance the respective Service Fee for using the Site’s communication, invoicing, dispute resolution and payment services, including Payment Protection.
6.2 MEMBERSHIP FEES
There are no membership fees at this time.
6.3 NO FEE FOR INTRODUCING OR FOR FINDING ENGAGEMENTS
HealthFreelance does not introduce Clients to Freelancers and does not help Freelancers secure Engagements. HealthFreelance merely makes the Site Services available to enable Freelancers to do so themselves. Therefore HealthFreelance does not charge a fee when a Freelancer finds a suitable Client or finds an Engagement. However, a Client and a Freelancer are obligated to use the Site to pay and receive payment for their work together if they identified each other through the Site, as detailed in Section 7 (Non-Circumvention), below. In addition, HealthFreelance does not charge any fee or dues for posting public feedback and composite or compiled feedback, including User Rating.

6.3.1  For each Engagement, the Freelancer and Client are responsible for determining, as applicable (i) Freelancer’s fees for his or her services and any travel and lodging expenses, (ii) work schedule and coverage assignments, (iii) malpractice insurance coverage, and (iv) other details related to the freelancer services, all of which may be set forth in an offer to Freelancer by Client (the “Offer”).  The Offer is subject to negotiation between Freelancer and each Client and may contain terms different from or in addition to these Terms of Service. For purposes of these Terms, “Service Contract” means the binding agreement established among HealthFreelance, Client, and Freelancer upon the acceptance of the Offer for an Engagement by Freelancer and Client.

6.4 DISBURSEMENTS TO FREELANCERS
Under the relevant Escrow Instructions, HealthFreelance and ESP disburses funds that are payable to a Freelancer for the Engagement (less any applicable HealthFreelance fees) to Freelancers within 90 days after the Freelancer Fees are due and payable from Client (or for amounts less than $100, within 180 days after the Freelancer Fees are due and payable from Client). Freelancer agrees that it will not receive interest or other earnings on the funds held by HealthFreelance or ESP prior to disbursement to Freelancer.

For Hourly Contracts, funds become payable to Freelancers following the expiration of the dispute period and the security period. The security period begins after Client accepts and approves work submitted by Freelancer by clicking the Authorize Payment checkmark button or the automated Invoice approval is received by HealthFreelance. HealthFreelance may, in its sole discretion, deviate from the typical billing cycle for Hourly Contracts and charge the Client for any and all Invoices at any time. To the extent the Escrow Instructions are inconsistent with this paragraph, the Escrow Instructions govern.

Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or the Terms of Service, HealthFreelance and ESP may hold the disbursement of the Freelancer Fees. Additionally, HealthFreelance and ESP may also hold the disbursement of the Freelancer Fees if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under a Service Contract, this Agreement, or other Terms of Service; (e) we deem it necessary in connection with any investigation; or (f) required by applicable law.

In cases of fraud, abuse, or violation of the Terms of Service, HealthFreelance reserves the right to revoke any payments and instruct the ESP to (and HealthFreelance will have the right to) hold and reclaim from the ESP all Freelancer Fees due to Freelancer (not just the Freelancer Fees from the Service Contract(s) under investigation) unless prohibited by applicable law. In addition, we reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Engagement; if we discover erroneous or duplicate transactions; or if we have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer. You agree that we have the right to obtain such reimbursement by instructing HealthFreelance to (and HealthFreelance will have the right to) charge an applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks is cause for termination of the applicable Escrow Account and revocation of your access to the Site.

6.5 NON-PAYMENT
If Client fails to pay the Freelancer Fees or any other amounts due under the Terms of Service, whether by canceling Client’s credit or debit card, initiating an improper chargeback, or any other means, HealthFreelance may suspend or close Client’s Account and revoke Client’s access to the Site, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services. Without limiting other available remedies, Client must pay HealthFreelance upon demand for amounts owed under the Terms of Service, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, HealthFreelance, at our discretion, may set off amounts due against other amounts received from or held by HealthFreelance or the ESP for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.
6.6 NO RETURN OF FUNDS
Client acknowledges and agrees that HealthFreelance will charge Client’s designated Payment Method for the Freelancer fees and applicable HealthFreelance Service Fees: (a) for Hourly Contracts, no later than the Saturday after the week in which work was performed. Therefore, and in consideration of the Site Services provided by HealthFreelance and the Escrow Services provided by the ESP, Client agrees that once the ESP charges the Client’s designated Payment Method for the Freelancer Fees as provided in this Agreement or the other Terms of Service, the charge is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client to resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other Fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that HealthFreelance may dispute or appeal the chargeback and institute collection action against the Client.
6.7 FORMAL INVOICES AND TAXES
HealthFreelance will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Freelancer Fees. Freelancer will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Freelancer Fees and for issuing any invoices so required. Freelancer will also be solely responsible for determining whether: (a) Freelancer or HealthFreelance is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or HealthFreelance, as appropriate; and (b) HealthFreelance is required by applicable law to withhold any amount of the Freelancer Fees and for notifying HealthFreelance of any such requirement and indemnifying HealthFreelance (either by HealthFreelance, at our sole discretion, offsetting the relevant amount against a future payment of Freelancer Fees to Freelancer or Freelancer reimbursing HealthFreelance for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of HealthFreelance, Freelancer agrees to promptly cooperate with HealthFreelance and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to HealthFreelance.

6.8 PAYMENT METHODS
Clients are charged a fee for payment processing and administration as described in the HealthFreelance Fee and ACH Authorization Agreement (https://www.healthfreelance.com/legal/fees). In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.

Client hereby authorizes HealthFreelance to run credit card authorizations or all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment for Services, and to charge Client’s credit card (or any other Payment Method). Credit cards and PayPal accounts and, if applicable, bank accounts in most countries will be charged by a third-party, licensed escrow internet provider (such as Stripe, Square, PayPal, etc.).

When Client approves or is deemed to have approved an Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs HealthFreelance via the ESP to charge Client’s Payment Method for the Freelancer Fees.

By providing Payment Method information through the Site, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.

6.9 US DOLLARS AND FOREIGN CURRENCY CONVERSION
The Site and the Site Services operate in U.S. Dollars.

6.10 LIMITED PAYMENT PROTECTION
In the rare event that a Client does not make payment for legitimate services performed by a Freelancer, HealthFreelance will provide limited payment protection to the Freelancer as detailed in this Section 6.10 (“Payment Protection”) as a membership benefit to foster fairness, reward loyalty, and encourage the Freelancer to continue to use the Site and Site Services for their business needs.

HealthFreelance only provides Payment Protection to Freelancers working on Hourly Contracts and only if all of the requirements of the Hourly Payment Agreement with Escrow Instructions and the following criteria are met: (a) Client has a verified Payment Method; (b) the time represented is captured online using the HealthFreelance Mobile Tracking App or Software; (c) the Freelancer Services performed and recorded in the Invoice pertain directly to the Service Contract; and (d) each Invoice is annotated with descriptions of the Freelancer Services performed, demonstrating Service Contract compliance. HealthFreelance determines whether the foregoing criteria have been met in our sole discretion. Without limiting the foregoing, Payment Protection does not apply to: (i) Freelancers, Freelancer Services, or Service Contracts violating this Agreement or the other Terms of Service; (ii) Freelancers that are aware of or complicit in another User’s violation of this Agreement or the other Terms of Service; or (iii) Freelancers that are suspected (in HealthFreelance’s sole discretion) of actual fraudulent activities or abuse of this Payment Protection.

Freelancer hereby irrevocably assigns to HealthFreelance the right to recover from the Client any amounts that HealthFreelance provides to the Freelancer in connection with the Payment Protection membership benefit.

7. NON-CIRCUMVENTION AND NON-SOLICITATION
7.1 You acknowledge and agree HealthFreelance provides Users with a valued service in presenting Freelancers to Clients, and a substantial portion of the compensation HealthFreelance receives for making the Site available to you is collected through the Service Fee described in Section 6.1 (“Service Fee”). HealthFreelance only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. In return, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “HealthFreelance Relationship”). An identification shall be deemed to have occurred when a Freelancer has initiated contact with a Client and when a Client has initiated contact with a Freelancer through the HealthFreelance platform, regardless of whether there is a response to the initiated contact and regardless of whether the contact or any response is initiated or conducted through the Site or otherwise.  You may opt-out of this obligation with respect to each Client-Freelancer relationship only if Client or prospective Client or Freelancer pays HealthFreelance for each such relationship:

An “Opt-Out Fee” computed to be the greater of the following amounts:

• $20,000; or
• 15% of the cost to the Client of the services to be performed in the HealthFreelance Relationship during the Non-Circumvention Period, as estimated in good faith by the prospective Client; or
• All Service Fees that would be earned by HealthFreelance from the HealthFreelance Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Freelancer from all Clients during the most recent normalized 8-week period, or during such shorter period as data is available to HealthFreelance; and

Interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid.

To pay the Opt-Out Fee, you must request instructions by sending an email message to Customer Service at hello@healthfreelance.com.

Except if you pay the Opt-Out Fee, you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
Submit proposals or solicit parties identified through the Site to contact, hire, work with, or pay outside the Site.
Accept proposals or solicit parties identified through the Site to contact, delivery services, invoice, or receive payment outside the Site.
Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.

You agree to notify HealthFreelance immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit to a confidential report to HealthFreelance by sending an email message to Policy Reports at legal@healthfreelance.com.

If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with or whatever terms you agree after you cease using the Site.

7.2 RELEASE TO HIRE

Notwithstanding anything contained in Section 7 to the contrary, in the event a Client and a Freelancer have formed such a relationship during the course of an Engagement, and the Engagement period for the Freelancer and Client has been for a minimum of 13 weeks at 40 hours per week on the Site, that they intend and desire to enter into an Employer-Employee relationship, the Users agree to the following: (a) the Client will provide to HealthFreelance a copy of the offer of employment letter, or substantially similar document, which shall include the employee’s annual salary, bonus and benefit values (with such benefit values deemed to be 30% of the salary and maximum eligible bonus if not otherwise provided by employer), and a certification from the Client that such amounts shall not be changed within the first 12 months of the proposed Employer-Employee relationship (b) the Client shall pay 10% of the stated annualized salary, bonus and benefit values divided by four (4) to HealthFreelance as an immediate one-time lump sum payment in cash or other immediately available funds, (c) after such payment is made, Client and Freelancer will provide to HealthFreelance a fully executed copy of the offer of employment letter, or substantially similar document to HealthFreelance.  HealthFreelance may, in its sole and complete discretion, choose to reduce the one-time lump sum payment set forth herein for Users in good standing with HealthFreelance over a substantial period of time.

8. SERVICE CONTRACT TERMS
Unless otherwise expressly agreed to in writing by both Users, the default terms and conditions of the Service Contract that a Freelancer enters directly with a Client when the Freelancer agrees to provide Freelancer Services to the Client are as set forth in this Section 8. Users may agree between them on any additional or different terms for their Service Contract as long as such terms do not and do not purport to affect the rights or responsibilities of HealthFreelance or violate the Terms of Service. HealthFreelance is not a party to any Service Contract by or between Users.

Users agree that the terms concerning the Service Contract described on the Site, including Freelancer Fees, rates, hours, and milestones, form part of the Service Contract. Users agree to obtain the consent of the other before making changes to the Service Contract by adding additional or different milestones or making other changes to the Service Contract on the Site. If consent of the other party is not first obtained, the other party may reject such changes by terminating the Service Contract (see Section 8.5) or accept such changes by continuing to work on the Service Contract.

8.1 SERVICES
Freelancer will perform the Freelancer Services in a professional and workmanlike manner in accordance with all applicable law, rules, and regulations, and will timely deliver any agreed upon Work Product. The manner and means of performing the Freelancer Services will be determined and controlled solely by Freelancer, which is engaged by Client as an independent contractor.

8.2 RESPONSIBILITY FOR EMPLOYEES AND SUBCONTRACTORS
To ensure accurate billing, work billed for Hourly Contracts under a Freelancer’s Account must be performed by the Freelancer that has the Account.

If a User subcontracts with or employs third parties to perform Freelancer Services on behalf of the User for any Engagement, the User represents and warrants that it does so as a legally recognized entity or person and in compliance with all applicable laws and regulations. As used in this Agreement, the term “Delegee” refers to any employee, independent contractor, or agent of a User, that the User engages to perform any work on its behalf under a Service Contract. Regardless of whether a User has Delegees, the User remains responsible for all services performed under the User’s Service Contracts, including ensuring that the services comply with the Terms of Service (including confidentiality and intellectual property obligations).

Freelancer, Delegee, and Client acknowledge and agree that Delegees are not employees, independent contractors or agents of HealthFreelance or Client. Delegee and Freelancer represent, warrant, and covenant that: (a) each other User is solely responsible for all payments, obligations, wages, costs, unemployment insurance, workers’ compensation insurance contributions, and expenses of Delegees; (b) neither HealthFreelance nor Client has the right or power to supervise or control Delegees; and (c) no Delegees of any other User will have any claim under this Agreement or the other Terms of Service for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, contributions, or any other employee benefits of any kind from HealthFreelance or Client.

With respect to Delegees, HealthFreelance merely provides the platform for the Freelancer to communicate and share information with Clients and, if they are Users, with Delegees. Delegee and Freelancer understand and agree that the contract terms, pay rate, work hours, service dates and working conditions will be established by the Freelancer and/or Client and not by HealthFreelance. Delegee and Freelancer acknowledge and agree that Delegees are not employees or independent contractors of HealthFreelance, and further acknowledge and agree that they will not be providing any services to HealthFreelance (directly or indirectly) while employed or engaged by another User.

Delegee and Freelancer acknowledge and agree that HealthFreelance does not, in any way, supervise, direct, or control Delegees; HealthFreelance does not set Delegees’ contract terms (including determining whether the contract will be set at an hourly or fixed fee), fees, rates, work hours, work schedules, or location of work; HealthFreelance will not provide Delegees with training or any equipment, labor, or materials needed for a particular Service Contract; and HealthFreelance does not provide the premises at which the Delegees will perform the work.

8.3 CLIENT PAYMENTS AND BILLING
For Hourly Contracts, Client becomes obligated for Freelancer Fees on a weekly basis.

8.4 DISPUTE RESOLUTION
With respect to disputes arising between Clients and Freelancers, you agree to abide by the dispute resolution provisions set forth in the Escrow Instructions that apply to your particular Service Contract.

8.5 TERMINATION OF A SERVICE CONTRACT
Under Hourly Contracts, either Client or Freelancer has the right to terminate the Service Contract after providing any required notice, or immediately on the end date specified in the Service Contract terms and/or upon completion of the Freelancer Services, in the event of a material breach, or with the consent of the other party. Except as required by law, Client remains obligated to pay the Freelancer Fees for any Freelancer Services provided prior to termination of the Hourly Contract.

8.6 INTELLECTUAL PROPERTY RIGHTS
The following capitalized terms have the following meanings:

“Background Technology” means all Inventions developed by Freelancer other than in the course of providing Freelancer Services to Client under the Service Contract and all Inventions that Freelancer incorporates into Work Product.

“Client Materials” means requests, intellectual property, and any other information or materials that Client provides to Freelancer for Freelancer to perform Freelancer Services.

“Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.

BACKGROUND TECHNOLOGY. Freelancer will disclose in the Engagement Terms any Background Technology which Freelancer proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Freelancer discloses no Background Technology, Freelancer warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Freelancer will separately provide with each delivery of Work Product to Client, a third-party bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology.

LICENSE
Upon Freelancer’s receipt of full payment from Client for delivery of Work Product, Freelancer hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicenses, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product delivered for that payment. If payment is made only for partial delivery of Work Product, the grant described herein applies only to the portion of Work Product delivered.

CLIENT MATERIALS. Client grants Freelancer a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the Freelancer Services under the applicable Service Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Service Contract, or upon Client’s written request, Freelancer will immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables (except for Background Technology as permitted by the Service Contract) contained in or on Freelancer’s premises, systems, or any other equipment or location otherwise under Freelancer’s control. Within ten days of such request from Client, Freelancer agrees to provide written certification to Client that Freelancer has returned or destroyed all Client Materials and Word Product as provided in this subsection.

OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY. Upon Freelancer’s receipt of full payment from Client, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Freelancer has any Intellectual Property Rights to the Work Product that are not owned by Client upon Freelancer’s receipt of payment from Client, Freelancer hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Freelancer retains no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights. Freelancer hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. If payment is made only for partial delivery of Work Product, the assignment described herein applies only to the portion of Work Product delivered.

LICENSE TO OR WAIVER OF OTHER RIGHTS. If Freelancer has any right to the Work Product, including without limitation any Intellectual Property Right that cannot be assigned to Client by Freelancer, Freelancer hereby automatically, upon Freelancer’s receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights an exclusive, even as to Freelancer, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Freelancer has any rights to such Work Product that cannot be assigned or licensed, Freelancer hereby automatically upon Freelancer’s receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client’s customers with respect to such rights, and will, at Client’s request and expense, consent to and join in any action to enforce such rights. If payment is made only for partial delivery of Work Product, the grant described herein applies only to the portion of Work Product delivered.

ASSISTANCE. Freelancer will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Client is unable, after reasonable effort, to secure Freelancer’s signature on any document needed in connection with the foregoing, Freelancer hereby designates and appoints Client and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Freelancer.

IMMUNITY. A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal.
8.7 WORKER CLASSIFICATION
Client is responsible and assumes all liability for determining whether Freelancers are independent contractors or employees and engaging them accordingly; HealthFreelance disclaims any liability for such determination or the related Engagement. The Terms of Service do not create a partnership or agency relationship between Users. Freelancer does not have authority to enter into written or oral (whether implied or express) contracts on behalf of HealthFreelance. For Service Contracts classified as independent contractor relationships, Client may not require an exclusive relationship. A Freelancer classified as an independent contractor is free at all times to provide Freelancer Services to persons or businesses other than Client, including any competitor of Client.

9. RECORDS OF COMPLIANCE
Users will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement; any Service Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws; and (2) provide copies of such records to HealthFreelance upon request. Nothing in this subsection requires or will be construed as requiring HealthFreelance to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract.

10. RELATIONSHIP WITH HEALTHFREELANCE.COM
HealthFreelance is not a party to the dealings between Client and Freelancer, including posts, proposals, screening, selection, contracting, and performance of Freelancer Services. HealthFreelance does not introduce Freelancers to Clients or help Freelancers find Engagements. HealthFreelance merely makes the Site Services available to enable Freelancers to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Freelancers for themselves. HealthFreelance does not, in any way, supervise, direct, or control Freelancer or Freelancer’s work. HealthFreelance does not set Freelancer’s work hours, work schedules, or location of work, nor is HealthFreelance involved in determining if the Freelancer Fees will be set at an hourly or fixed rate for a Service Contract. HealthFreelance will not provide Freelancer with training or any equipment, labor, or materials needed for a particular Service Contract. HealthFreelance does not provide the premises at which the Freelancer will perform the work. HealthFreelance makes no representations about, and does not guarantee the quality, safety, or legality of, the Freelancer Services; the truth or accuracy of Freelancer’s listings on the Site; the qualifications, background, or identities of Users; the ability of Freelancers to deliver the Freelancer Services; the ability of Clients to pay for the Freelancer Services; or that a Client or Freelancer can or will actually complete a transaction.

HealthFreelance does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Client or Freelancer, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Freelancer’s performance, and Client’s acceptance, of Freelancer Services.

HealthFreelance is not required to and may not verify any feedback or information given to us by Freelancers or Clients, nor does HealthFreelance perform background checks on Freelancers or Clients.

You hereby acknowledge and agree that HealthFreelance may provide information on the Site about a Freelancer or Client, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identify or credentials. However, such information is based solely on data that Freelancers or Clients voluntarily submit to HealthFreelance and does not constitute and will not be construed as an introduction, endorsement, or recommendation by HealthFreelance; HealthFreelance provides such information solely for the convenience of Users.

11. THIRD PARTY BENEFICIARY
Users appoint HealthFreelance as a third-party beneficiary of their Service Contracts for purposes of enforcing any obligations owed to, and any benefits conferred on, HealthFreelance hereunder. For example, Section 5.1(c) and Section 5.1(d) of this Agreement prohibit certain terms in any Service Contract and HealthFreelance is hereby made a third-party beneficiary for purposes of enforcing such prohibitions. Users further agree that HealthFreelance has the right to take such actions with respect to their Accounts, including, without limitation, suspension, termination, or legal actions, as we, in our sole discretion, deem necessary to enforce our rights as a third-party beneficiary under the Service Contracts.

The Terms of Service and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and HealthFreelance, except and solely to the extent expressly stated in this Agreement.

12. COMMUNICATIONS FROM YOU TO HEALTHFREELANCE.COM
All notices to HealthFreelance intended to have a legal effect must be in writing and delivered either (a) in person; or (b) by a means evidenced by a delivery receipt, to the following address: Attn: Legal 298 W. Pearl Street, Plymouth, MI 48170; and (c) in writing via email to legal@healthfreelance.com. All such notices are deemed effective upon receipt by HealthFreelance. HealthFreelance does not accept service of any legal process by email or mail; all such service should occur by hand delivery on HealthFreelance or its registered agent for service of process.

13. HEALTHFREELANCE’S ROLE
13.1 SERVICE CONTRACTS
You expressly acknowledge, agree, and understand that: (a) the Site is merely a venue where Users may act as Clients and/or Freelancers; (b) HealthFreelance is not a party to any Service Contracts between Clients and Freelancers; (c) you are not an employee of HealthFreelance, and HealthFreelance does not, in any way, supervise, direct, or control the Freelancer or Freelancer Services; (d) HealthFreelance will not have any liability or obligations under or related to Service Contracts for any acts or omissions by you or other Users; (e) HealthFreelance has no control over Freelancers or the Freelancer Services offered or rendered by Freelancers; and (f) HealthFreelance makes no representations as to the reliability, capability, or qualifications of any Freelancer or the quality, security, or legality of any Freelancer Services, and HealthFreelance disclaims any and all liability relating thereto.

14. LICENSES AND THIRD-PARTY CONTENT
14.1 SITE LICENSE AND INTELLECTUAL PROPERTY RIGHTS
Subject to and conditioned on compliance with the Terms of Service, HealthFreelance grants you a non-exclusive, personal, non-transferable limited license to access and, if you have created an Account, to use the Site for the purpose of using the Site Services.  In turn, you grant us a non-exclusive, royalty-free license to use any content you post on the Site for any purpose, subject to the express terms of these Terms of Service.  You must not access, or attempt to access, the Site or Site Services by any means other than the interface provided, and you will not use information from the Site or Site Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Site Services for offering any goods or services other than Freelancer Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Site Services in any way for any public or commercial purpose without HealthFreelance’s prior written consent. You must not use any content of the Site or Site Services on any other website or in a networked computer environment for any purpose except your own viewing without HealthFreelance’s prior written consent. You must not frame or link to the Site or Site Services except as permitted in writing by HealthFreelance. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law. You will not access Site Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services. HealthFreelance and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The HealthFreelance logos and names are trademarks of HealthFreelance and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in the Terms of Service confers any license under any of HealthFreelance’s or any third party’s Intellectual Property Rights whether by estoppel, implication, or otherwise.

14.2 USER CONTENT LICENSE
When you post User Content on the Site or through the Site Services or provide HealthFreelance with User Content you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant and covenant that you are the owner of all the copyright rights to such User Content and that HealthFreelance may exercise the rights to your User Content granted under the Terms of Service without liability or obligation for any payment.

You retain all ownership rights in any User Content you post on HealthFreelance. To the extent permitted by applicable law, you also grant to HealthFreelance and our successors a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and HealthFreelance’s (and our successors’ and Affiliates’) business, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your User Content through the Site and to use, reproduce, distribute, display, and perform such User Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of this Agreement, our Privacy Policy, and applicable law.

Notwithstanding the foregoing paragraph, HealthFreelance will only use or disclose User Content you post to any non-public area of the Site to the extent necessary to provide Site Services to you as further described in our Privacy Policy.

The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant HealthFreelance and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.

You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place HealthFreelance under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, HealthFreelance does not waive any rights to use similar or related ideas known or developed by HealthFreelance or obtained from sources other than you.

14.3 UNAUTHORIZED ACCESS AND USE; SITE INTERFERENCE; MALICIOUS SOFTWARE
The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site’s infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of HealthFreelance and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the the servers running the Site; (g) collect or harvest any personally identifiable information, including Account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services.

You agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network or HealthFreelance or any third party.

14.4 THIRD-PARTY VERIFICATION
The Site makes available various services provided by third parties to verify a User’s credentials and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of HealthFreelance. HealthFreelance neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than HealthFreelance’s authorized employees acting in their official capacities.

14.5 LINKS AND APPLICATIONS
The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email and calls will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that HealthFreelance is not responsible or liable for; (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites. You are responsible for deciding of you want to access third-party websites by clicking on a link or installing an application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an “as is” and “as available” basis without any warranty for any purpose.

14.6 MOBILE AND OTHER DEVICES
When using our mobile applications, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site.

14.7 SITE UPDATES
We may from time to time in our sole discretion develop and provide Site Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You will promptly download and install all Updates and acknowledge and agree that Site Services or portions thereof may not work properly should you fail to doso. You further agree that all Updates will be subject to the terms of the Terms of Service, unless otherwise provided in terms associated with such Updates. HealthFreelance reserves the right, at any time, to modify, suspend, or discontinue Site Services or any part thereof without notice or penalty. You agree HealthFreelance will not be liable to you or any third party for any modification, suspension, or discontinuance of Site Services or any part thereof.

15. CONFIDENTIAL INFORMATION
15.1 CONFIDENTIALITY
To the extent a Client or Freelancer provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Freelancer Services (including without limitation, the storage or transmission of Confidential Information on or through the Site for use by Freelancer); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Freelancer Services. A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it: (a) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

15.2 RETURN
If and when Confidential Information is no longer needed for the performance of the Freelancer Services for a Services Contract or at Client’s or Freelancer’s written request (which may be made at any time at Client’s or Freelancer’s sole discretion), the party that received Confidential Information, will, at its expense promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.

15.3 PUBLICATION
Without limiting Section 15.1 (Confidentiality), Client, Freelancer and HealthFreelance will not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for performance of Freelancer Services for a Services Contract.

16. WARRANTY DISCLAIMER
You agree not to rely on the Site, the Site Services, any information on the Site or the Continuation of the Site. The Site and the Site Services are provided “as is” and on an “as available” basis. HealthFreelance makes no express representations or warranties with regard to the Site, the Site Services, Work Product, or any activities or items related to this Agreement or the other Terms of Service. To the maximum extent permitted by applicable law, HealthFreelance disclaims all express and implied conditions, representations, and warranties including, but not limited to, the warranties of merchantability, accuracy, fitness for a particular purpose, title, and non-infringement. Some jurisdictions may not allow for all of the foregoing limitations on warranties, so to that extent, some or all of the above limitations may not apply to you. Section 20 (Agreement Term and Termination) states User’s sole and exclusive remedy against HealthFreelance with respect to any defects, non-conformances, or dissatisfaction.

17. LIMITATION OF LIABILITY
HealthFreelance is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
Your use of or your inability to use our Site or Site Services;
Delays or disruptions in our Site or Site Services;
Viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
Glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
Damage to your hardware device from the use of the Site or Site Services;
The content, actions, or inactions of third parties’ use of the Site or Site Services;
A suspension or other action taken with respect to your account;
Your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site; and
Your need to modify practices, content, or behavior or your loss or inability to do business, as a result of changes to the Terms of Services.

Additionally, in no event will HealthFreelance, our Affiliates, our Licenses, or our Third-Party Service Providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. The liability of HealthFreelance, our Affiliates, our Licensors, and our Third-Party Service Providers to any User for any claim arising out of or in connection with this Agreement or the other Terms of Service will not exceed the lesser of: (a) $2,500; or (b) any fees retained by HealthFreelance with respect to service contracts on which user was involved as Client or Freelancer during the six-month period preceding the date of the claim. These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this Agreement or the other Terms of Service, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.

18. RELEASE
In addition to the recognition that HealthFreelance is not a party to any contract between Users, you hereby release HealthFreelance, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature known and unknown, arising out of or in any way connected with any dispute you have with another User whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in subsection 8.4 (Dispute Resolution).

To the extent applicable, you hereby waive the protections of California Civil Code § 1542 (and any analogous law in any other applicable jurisdiction) which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

This release will not apply to a claim that HealthFreelance failed to meet our obligations under the Terms of Service.

19. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) AND PROTECTED HEALTH INFORMATION (PHI)

You acknowledge that the performance of HealthFreelance under these Terms of Service and any Service Contract does not involve the use or disclosure of protected health information, as defined in 45 C.F.R. § 160.103 (“PHI”).  HealthFreelance does not create, receive, maintain, or transmit PHI on Freelancer or Client’s behalf.  Consequently, you agree that HealthFreelance is not a “business associate” for purposes of the federal Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 and the regulations promulgated thereunder.

20. INDEMNIFICATION
You will indemnify, defend, and hold harmless HealthFreelance, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents, including any payment obligations incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of HealthFreelance as a client or joint client of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.

21. AGREEMENT TERM AND TERMINATION
The Terms of Service as amended from time to time, will become effective on the later of the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site or Site Services. Unless both you and HealthFreelance expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to legal@healthfreelance.com. In the event you properly terminate this Agreement, your right to use the Site is automatically revoked, and your Account will be closed; however, (a) if you have any open Engagements when you terminate this Agreement, you will continue to be bound by this Agreement and the other Terms of Service until all such Engagements have closed on the Site; (b) HealthFreelance will continue to perform those Site Services necessary to complete any open Engagement or related transaction between you and another User; and (c) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Engagements, whichever is later, to HealthFreelance for any Site Services and to any Freelancers for any Freelancer Services. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or any User with whom you have entered into a Service Contract, or HealthFreelance from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those portions of the Terms of Service necessary to implement the foregoing survive termination of this Agreement for any reason.

Without limiting HealthFreelance’s other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or other parts of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or HealthFreelance or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. If your Account is suspended or closed, you may not use the Site under the same Account or a different Account or re-register under a new Account without HealthFreelance’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.

Without limiting HealthFreelance’s other rights or remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed HealthFreelance or our Affiliates under the Terms of Service, you must pay HealthFreelance, and you authorize HealthFreelance or its Affiliate to charge you, for all fees owed to HealthFreelance and our Affiliates and reimburse HealthFreelance for the Opt-Out Fee, if applicable, all losses and costs (including any and all time of HealthFreelance’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees. In addition, violations of the Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.

If your Account is closed for any reason, you will no longer have access to data, messages, files and other material you keep on the Site. If practicable or required by law, HealthFreelance will retain this information along with all your previous posts and proposals for a period of up to five years from the date of closure. However, you understand that any closure of your Account may involve deletion of any content stored in your Account for which HealthFreelance will have no liability whatsoever.

21.1 ENFORCEMENT OF AGREEMENT
HealthFreelance has the right, but not the obligation, to suspend or revoke your access to the Site and Site Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the Terms of Service or violated our rights or those of another party. Without limiting HealthFreelance’s other rights or remedies, we may suspend or close your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Site or the Services to you if (a) you breach any terms and conditions of this AGreement or other Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or HealthFreelance.

21.2 CONSEQUENCES OF AGREEMENT TERMINATION
Termination of this Agreement and/or closing of your Account will not relieve Client of the requirement to pay for Freelancer Services performed prior to the Effective Date of the termination or thereafter for any Service Contracts executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Client hereby authorizes HealthFreelance to charge to its Payment Method pursuant to Section 6 (Payment Terms). Subject to the applicable Dispute Resolution Procedures, HealthFreelance will pay Freelancer, in accordance with the provisions of Section 6 (Payment Terms) for all time recorded in the Invoices incurred prior to the Effective Date of the termination or thereafter for any Service Contracts executed before termination of this Agreement.

Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF HEALTHFREELANCE DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, HEALTHFREELANCE HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.

21.3 SURVIVAL
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.

22. CANCELLATIONS, REFUNDS, AND DISPUTES
22.1 DISPUTE PROCESS AND SCOPE
For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract.

If a dispute arises between you and HealthFreelance or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, HealthFreelance, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with HealthFreelance (including any claimed employment with HealthFreelance or one of its Affiliates or successors), the termination of your relationship with HealthFreelance, or the Site Services (each, a “Claim”) in accordance with this Section. For the avoidance of doubt, Claims include, but are not limited to, all claims, disputes, or controversies arising out of or relating to the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from HealthFreelance or its Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination or harassment and claims arising under the Uniform Trade Secrets Act as enacted in any state, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with HealthFreelance or the termination of that relationship. Only with respect to the Arbitration Provision, Claims do not include disputes that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) and are excluded from the coverage of the Arbitration Provision.

You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action / Jury Trial Waiver.”

22.2 CHOICE OF LAW
This Agreement, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides.

22.3 INFORMAL DISPUTE RESOLUTION
Before serving a demand for arbitration of a Claim, you agree to first notify HealthFreelance of the Claim at Attn: Legal, 298 W. Pearl Street, Plymouth, MI 48170, or by email to legal@healthfreelance.com, and HealthFreelance agrees to provide to you a notice at your email address on file (in each case, a “Notice”) and seek informal resolution of the Claim. Any Notice from you must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Any Notice from HealthFreelance must include pertinent account information, a brief description of the Claim, and HealthFreelance’s contact information, so that you may evaluate the Claim and attempt to informally resolve the Claim. Both you and HealthFreelance will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

22.4 MANDATORY BINDING ARBITRATION AND CLASS ACTION AND JURY TRIAL WAIVER
This Mandatory Binding Arbitration and Class Action and Jury Trial Waiver provision (“Arbitration Provision”) applies to all Users within the United States and its territories.

In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you and HealthFreelance agree to resolve the Claim by binding arbitration before an arbitrator from JAMS. JAMS may be contacted at www.jamsadr.com. (https://www.jamsadr.com).  YOU UNDERSTAND THAT BY AGREEING TO ARBITRATE DISPUTES YOU ARE WAIVING ANY RIGHT THAT YOU MIGHT OTHERWISE HAVE TO A JURY TRIAL.

i. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION

1. 1. This Arbitration Provision does not apply to litigation between the Company and you to which you are a party that is or was already pending in a state or federal court.
   2. Arbitration as provided in this Arbitration Provision is governed by the United States Federal Arbitration Act (9 U.S.C. §§ 1 et. seq.)  This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration.  
   3. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for an appointment of a neutral arbitrator.
   4. Nothing in this Arbitration Provision is intended to prevent HealthFreelance or a User from filing charges with state or federal agencies.
   5. This Arbitration Provision is not intended to modify or limit the right of HealthFreelance or a User’s right to seek equitable relief, such as an injunction or attachment, through judicial process, which will not be deemed a waiver of the right to demand and obtain arbitration.
   6. Except as otherwise provided herein, arbitration will be conducted in Wayne or Washtenaw County, Michigan in accordance with JAMS Comprehensive Arbitration Rules and Procedures under the Optional Expedited Arbitration Procedures in effect for JAMS.  Notwithstanding the foregoing, any Claims by Freelancers that allege employment or worker classification claims will be conducted within 25 miles of where the Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect.  The JAMS arbitration rules can be found online at https://www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures” or “JAMS Employment Arbitration Rules.”  
   7. The parties agree that any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
   8. This Arbitration Provision does not apply to claims for workers compensation, state disability, insurance or unemployment insurance benefits.
   9. Either you or HealthFreelance may apply to a court of competent jurisdiction for provisional injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief, the arbitrator will render the final judgment in the matter.
   10. Regardless of any other terms of this Arbitration Provision, a claim may be brought by or to, and remedies awarded by, an administrative agency if applicable law permits the agency to adjudicate, investigate or prosecute the claim notwithstanding the existence of this agreement to arbitrate.  Such administrative claims include without limitation claims or charges brought before the U.S. Equal Employment OPportunity Commission, the U.S. Department of Labor, or the National Labor Relations Board. Nothing in this Arbitration Provision will be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration, if any.

ii. ARBITRATION FEES

1. 1. 1. You and HealthFreelance will follow the applicable JAMS rules with respect to arbitration fees.
   1. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Freelancer will pay JAMS arbitration fees only to the extent the fees are no greater than filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted.  The arbitrator must follow applicable law, and may award only those remedies that would have been applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

iii. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION

1. 1. 1. This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims.  For the avoidance of doubt, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision.
   1. 1. All such matters shall be decided by an arbitrator and not by a court.
   1. 1. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Agreement or any other part of the Terms of Service is void or voidable.
   1. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.  If any portion of the Class Action Waiver in subsection iv, below of this Arbitration Provision is deemed to be unenforceable, you and HealthFreelance agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

iv. CLASS ACTION AND JURY TRIAL WAIVER

1. 1. By using the Site, you agree that such arbitration shall be conducted on an individual basis only, not a class, collective, or representative basis, and you waive right to bring class-wide, collective or representative claims before any arbitrator or in any forum.
   2. You acknowledge and agree that this arbitration provision affects your ability to participate in class, collective or representative actions.  There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any such class, collective, representative or private attorney general proceeding (“Class Action Waiver”).  The Class Action Waiver does not prevent you from bringing a Claim in arbitration as a private attorney general solely on your own behalf and not on behalf of others.
   3. Notwithstanding any other portion of this Arbitration Provision or the JAMS Rules, the arbitrator will have authority to hear any Claim on a class, collective, or representative basis if, and only if, and only to the extent that, the arbitrator determines that the waiver of such class, collective, or representative Claim is unenforceable.
   4. You and HealthFreelance agree that you will not be retaliated against, disciplined, or threatened with discipline as a result of exercising any rights under Section 7 of the National Labor Relations Act by filing or participating in a class, collective or representative action in any forum.  
   5. HealthFreelance may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class, collective or representative actions or claims.

23. GENERAL
23.1 ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, sets forth the entire agreement and
understanding between you and HealthFreelance relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though HealthFreelance drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or HealthFreelance because of the authorship of any provision of the Terms of Service.

23.2 SIDE AGREEMENTS
Notwithstanding subsection 22.1 (Entire Agreement), Clients and Freelancers may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, business associate agreements, assignment of rights, etc.). The terms and conditions of the Terms of Service, however, will govern and supersede any term or condition in a side agreement that purports to expand HealthFreelance’s obligations or restrict HealthFreelance’s rights under the Terms of Service.

23.3 COMPLIANCE
User will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Site. Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ Intellectual Property Rights.

23.4 MODIFICATIONS
No modification or amendment to the Terms of Service will be binding upon HealthFreelance unless in a written instrument signed by a duly authorized representative of HealthFreelance. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This Section 22.4 (Modifications) does not apply to amendments to the Terms of Service posted by HealthFreelance to the Site from time to time.

23.5 NO WAIVER
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.

23.6 ASSIGNABILITY
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without HealthFreelance’s prior written consent in the form of a written instrument signed by a duly authorized representative of HealthFreelance (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles). HealthFreelance may freely assign this Agreement or the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service will inure to the benefit of the successors and permitted assigns of the parties.

23.7 SEVERABILITY
If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

23.8 FORCE MAJEURE
The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination. If, at the end of the 30 day period, the effect of the Force Majeure continues, the Agreement and the other Terms of
Service will terminate, except as provided in Section 20.3 (Survival)

23.9 PREVAILING LANGUAGE AND LOCATION
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States. HealthFreelance makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any service or deliverable to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services. You may not use or access the Site if you are: (a) a resident of a geographic area embargoed by the United States; (b) subject to United States economic sanctions that prohibit your use or access to the Site; or (c) a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.

24. DEFINITIONS
“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with HealthFreelance.

“Client” means any authorized User utilizing the Site to seek and/or obtain Freelancer Services from another User. From time to time, HealthFreelance may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to HealthFreelance when HealthFreelance acts in this way.

“Client Deliverables” means requests, intellectual property, and any other information or materials that a Freelancer receives from a Client to perform Freelancer Services.

“Confidential Information” means Client Deliverables, Freelancer Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract or to perform or assist in performing Freelancer Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.

“Engagement” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.

“Escrow Account” means Client Escrow Account or Freelancer Escrow Account.

“Escrow Instructions” means the Hourly Payment Agreement with Escrow Instructions.

“Escrow Services Provider” means the third-party, authorized and licensed provider of online banking services.

“Freelancer” means any authorized User utilizing the Site to advertise and provide Services to Clients.

“Freelancer Deliverables” means requests, intellectual property, and any other information or materials that a Client receives from a Freelancer for a particular Service Contract.

“Freelancer Fees” means: (a) for an Hourly Contract, an amount equal to the number of hours recorded by Freelancer in the Invoices, multiplied by the hourly rate set by the Freelancer; and (b) any bonuses or other payments made by a Client.

“Freelancer Services” means all services performed for or delivered to Clients by Freelancers.

“Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate set by the Freelancer.

“Invoice” means the report of hours recorded for a stated period by a Freelancer for the Freelancer Services performed for a Client.

“Payment Method” means a valid credit card issued by a bank acceptable to HealthFreelance, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as HealthFreelance may accept from time to time in our sole discretion.

“Service Contract” means, as applicable, the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for an Engagement and, in each case, the additional agreements referenced in Section 5.1 (Service Contracts).

“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.

“User Content” means any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Site or provide to HealthFreelance.

“User Rating” means the compiled feedback of performance or satisfaction provided to, or from, one or more Users to another based on the subjective comments, ratings, indicators of satisfaction, including opinion and/or other feedback of that person, relating to the business advertised in the Freelancer or Client Profile.

“Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services.

CONTACTING HEALTHFREELANCE.COM
If you have questions or need assistance, please contact Customer Support at hello@healthfreelance.com.