PRNondemand.com Customer Agreement
PLEASE NOTE: SECTION 10 OF THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS YOUR RIGHTS ABOUT HOW ANY DISPUTES BETWEEN YOU AND PRN ON DEMAND ARE RESOLVED. PLEASE READ IT.
The PRN ON Demand website www.prnondemand.com (the “website”) and related software (collectively referred to herein as the “PRN Portal”) are owned and operated by PRNondemand, LLC its successors in interest, and its affiliates (“PRN ON Demand”, “we”, or “our” or “us”). The PRN Portal facilitates the matching of credentialed healthcare professionals seeking to render services in their area of specialization with healthcare providers seeking to engage these professionals to perform such services on their behalf.
Please read this Terms of Service Customer Agreement (“Agreement”) in its entirety.
Acknowledgment and acceptance of customer agreement
You agree and understand that certain features of the PRN Portal may be subject to additional terms and conditions or registration requirements. You agree to abide by these additional terms and you further agree that a violation of such terms shall constitute a breach of this Agreement.
PRN ON Demand reserves the right to change this Agreement and the additional terms (if any) at any time, with such changes taking immediate effect upon making the modified provisions available on the PRN Portal or by notifying you directly. You are responsible for regularly reviewing this Agreement and the additional terms. Continued use of the PRN Portal after any such changes are made to this Agreement or the additional terms shall constitute your consent to such changes. PRN ON Demand does not and will not assume any obligation to notify you of any changes to this Agreement, or the creation or modification of any additional terms. This Agreement expressly supersedes any prior agreements or arrangements with you that relate to the PRN Portal.
By registering with PRN ON Demand, you understand that we may send you or Healthcare Professional User communications or data regarding the PRN Portal via electronic mail, including but not limited to: (a) notices about use of the services provided through the PRN Portal, including any notices concerning violations of use; (b) updates; and (c) promotional information and materials regarding the PRN Portal. We provide a means to opt-out of receiving promotional electronic mail from us by following the opt-out instructions provided in the message.
Capitalized terms are defined as set forth below or elsewhere in this Agreement.
1.1 “Healthcare Professional User” means any healthcare professional (acting as an individual, sole proprietor or any other legal entity) providing healthcare services including but not limited to nursing, physical therapy, and occupational therapy services, who has registered on the PRN Portal.
1.2 “Service” and “Services” mean those deliverables defined by a Customer in a Service Request.
1.3 “Service Request” means a stated need for the provision of a Service posted on the PRN Portal, which typically includes a description of the Service, the qualifications required to perform the Service, the place, date and hours the Service is to be performed, and the corresponding compensation.
1.4 “Service Request Offer” means a submission by a Healthcare Professional User offering to perform the Services set out in a corresponding Service Request.
1.5 “Engagement” Upon the acceptance by a Customer of a Healthcare Professional User’s Service Request Offer, an “Engagement” will be formed. The Engagement is a legally binding contract.
Customer may submit a Service Request using the PRN Portal. We can reject any Service Request that we deem inappropriate or a violation of this Agreement. You acknowledge that we retain sole and complete discretion whether to accept or reject a Service Request.
3. Customer Payments
3.1 Compensation and Service Fees. An Engagement shall be considered complete once it has been marked as such by a Customer on the PRN Portal. PRN ON Demand reserves the right to mark any Engagement complete for and on behalf of a Customer if the Engagement has not been marked complete within seven (7) days after the date the Services were delivered by the Healthcare Professional User to the Customer pursuant to the Engagement.
PRN ON Demand collects the compensation to be paid by the Customer to the Healthcare Professional User for each Engagement (“Compensation”) and charges a fee for its services, including those offered through the PRN Portal (“Service Fee” or “Service Fees”). The Service Fees charged by PRN ON Demand to Customer are set forth in a separate document titled “PRN ON Demand Customer Fee Agreement” (referred to herein as “Customer Fee Agreement”) that is (or will be) signed by Customer and is explicitly incorporated herein by this reference. The Compensation and Service Fees (collectively, the “Customer Payment”) will be withdrawn from Customer’s bank account or debited from Customer’s credit card registered in Stripe.com as described in Section 3.3 (Bank Account Information) within forty-eight (48) hours of the Engagement being marked as complete PRN ON Demand will thereafter provide the Compensation to the Healthcare Professional User.
Customer agrees to provide PRN ON Demand with complete and accurate billing and contact information, including but not limited to, Customer’s legal name, EIN, street address, e-mail address, and the name and telephone number of an authorized billing contact. Customer further agrees to update this information within ten (10) days of any change to it. If the provided contact information is inaccurate, outdated, false or fraudulent, PRN ON Demand reserves the right to terminate Customer’s access to the PRN Portal, cancel any outstanding Engagement(s), and, in addition, pursue any legal remedies.
3.3 Bank Account Information. You agree to enter and at all times maintain Customer’s current financial account information (bank account, debit or credit card information, etc.) on the PRN Portal, and further agree that our third-party payment processor (Stripe.com) and we may withdraw the Compensation and Service Fees from such account(s), if any, upon the completion of an Engagement as provided herein. Customer, and not PRN ON Demand, is solely responsible for the accuracy of Customer’s financial account information, including without limitation, the bank account number and routing information, credit card account information, and debit card account information. We disclaim all liability related to errors in fund deposits due to inaccurate or incomplete bank account, credit card and/or debit card information.
3.4 Direct Hire Fee. In the event Customer or any of Customer’s directors, officers, or employees (collectively, “Customer Personnel”) desire to Hire or otherwise engage a Healthcare Professional User directly (i.e., not through the PRN Portal) (referred to as a “Direct Hire”) within the twelve (12) months following the last contact by Customer or Customer Personnel with Healthcare Professional User through the PRN Portal, Customer will notify PRN ON Demand and subsequently Customer will be billed, and agrees to pay, a fee for the Direct Hire of the Healthcare Professional User in accordance with the Customer Fee Agreement (the “Direct Hire Fee”). Such Direct Hire Fee shall be charged regardless of whether: (a) Healthcare Professional User contacts Customer or applies to Customer independently or otherwise through a public job posting or other job board; (b) the Customer Personnel involved in the Direct Hire of the Healthcare Professional User are different from the Customer Personnel involved in the previous Engagement of the Healthcare Professional User through the PRN Portal; or (c) Customer notifies PRN ON Demand of such Direct Hire or engagement of the Healthcare Professional User. Any engagement of the Healthcare Professional User by Customer shall trigger Customer’s obligation to pay the Direct Hire Fee, including a full time hire, part time hire, independent contractor hire, intern hire, or any other such engagement where Healthcare Professional User receives any compensation, directly or indirectly, from Customer. In addition, Direct Hire shall include any situation where Customer provides any information regarding Healthcare Professional User to a third party and that third party hires Healthcare Professional User, in any capacity, whether a full time hire, part time hire, independent contractor hire, intern hire, or any other such engagement or relationship where Healthcare Professional User receives any compensation, directly or indirectly, from Customer and/or the third party.
3.5 Late Cancellation Fee. Once an Engagement has been created, cancellation is strongly discouraged. In the event that Customer cancels an Engagement before the scheduled start of the Engagement, the Customer will be required to pay a fee (the “Late Cancellation Fee”) in accordance with the Customer Fee Agreement.
3.6 Taxes. Our Service Fees, Direct Hire Fees and Late Cancellation Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is solely responsible for paying all Taxes associated with its Service Requests, Engagements and Services received from Healthcare Professional Users. If PRN ON Demand has the legal obligation to pay or collect taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer.
3.7 Refunds. Requests for refunds of any kind must be made in a writing sent by email to firstname.lastname@example.org and must include the Customer name, date, time and location of the Engagement, the Healthcare Provider User who provided the services, and an explanation of why a refund is sought. Refund requests must be received by PRN ON Demand within thirty (30) days after the Customer Payment for which a refund is sought was made or the request will not be honored.
4. Relationships between pRN on demand, customers and healthcare professional users
4.1 PRN ON Demand provides a platform that matches Customers and Healthcare Professional Users so they can contract for Services and enter Engagements. As such, Customer acknowledges and agrees that no joint venture, partnership, employment, agency or other similar relationship is created or exists between Customer and PRN ON Demand as a result of this Agreement or any use of the PRN Portal.
4.2 Worker classification. A Healthcare Professional User is classified as an independent contractor and provided a Form 1099 for income reporting purposes. PRN ON Demand does not and will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Customer and Healthcare Professional User(s) will be 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 the performance of Engagement(s) by Healthcare Professional User(s). Customer acknowledges that PRN ON Demand does not, in any way, supervise, direct, or control the work or Services performed by Healthcare Professional User(s) in any manner under any Engagement. PRN ON Demand does not set Healthcare Professional Users’ work hours (outside the limit allowed by law) or location of work, nor is PRN ON Demand involved in determining the type or manner compensation to be paid for the performance of any Engagement. PRN ON Demand will not provide Healthcare Professional User(s) with training (other than materials provided by Customer) or any equipment, labor or materials needed for a particular Service Request or Engagement.
Customer assumes all liability for proper classification of Healthcare Professional Users as independent contractors based on applicable legal guidelines. This Agreement is not intended to create a partnership or agency relationship between Customer and Healthcare Professional User(s). PRN ON Demand informs Healthcare Professional Users that they do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Customer. Customer may not require an exclusive relationship between Customer and Healthcare Professional User(s). Healthcare Professional Users are free at all times to perform Service Requests and Engagements, and be employed by or otherwise engage with persons or businesses other than Customer, including any competitor of Customer.
5. Intellectual property ownership
5.1 PRN ON Demand Intellectual Property. The PRN Portal, as well as any metadata or other information generated by the PRN Portal or submitted by a Customer for the purpose of posting or fulfilling a Service Request or entering into an Engagement, and all worldwide intellectual property rights therein, are the exclusive property of PRN ON Demand. Subject to your compliance with this Agreement, we grant you a limited, non- exclusive, non-sublicensable, non-transferrable, revocable license to: (1) access and use the PRN Portal by a computer or personal device solely in connection with your use of the services provided thereon; and (2) access and use any content, information and related materials that may be made available through the PRN Portal in each case solely for your use in connection with the purpose for which the PRN Portal is intended by PRN ON Demand (i.e., to facilitate communication between, and matching of, Customers and Healthcare Professional Users to fulfill Service Requests. Any rights not expressly granted herein are reserved by us and our licensors.
Customer is expressly prohibited from, and acknowledges and agrees not to: (1) use the PRN Portal for any purpose other than its intended purpose; (2) remove or attempt to remove any copyright, trademark or other proprietary notices of the PRN Portal: (3) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the PRN Portal except as expressly permitted under the Agreement or otherwise by PRN ON Demand; (4) decompile, reverse engineer or disassemble the PRN Portal, or make any attempt to do so, except as may be permitted by applicable law; (5) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying or otherwise data mining any portion of the PRN Portal, or unduly burdening or hindering the operation and/or functionality of any aspect of the PRN Portal; (6) intentionally infect or attempt to infect any aspect of the PRN Portal with a virus, malware or other computer program or code that may have a negative effect on its operation and/or functionality; (7) attempt to gain unauthorized access to or impair any aspect of the PRN Portal, or its related systems or networks, (8) rent, lease, loan or sell access to the PRN Portal, (9) use any content of the PRN Portal on any other website or in a networked computer environment for any purpose except your own viewing, (10) access the PRN Portal in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating the PRN Portal.
Customer further acknowledges that it shall not obtain by this Agreement any right title or interest in the name, logos trademarks, or copyrights of PRN ON Demand or its licensors, affiliates or suppliers, nor shall this Agreement give Customer the right to use, refer to, or incorporate in marketing or other materials the name, logos, trademarks or copyrights of PRN ON Demand or its licensors, affiliates or suppliers.
5.2 PRN Platform Enhancement Suggestions. Customer hereby grants to PRN ON Demand a royalty-free, worldwide, transferable, irrevocable, perpetual license to use, reproduce, modify and/or incorporate into the PRN Portal or PRN ON Demand Intellectual Property, and otherwise fully exploit to the extent permitted by law, any and all suggestions, enhancement requests, recommendations or other feedback provided by Customer or Customer Personnel related to the PRN Portal or PRN ON Demand Intellectual Property.
6.1 Definition of Confidential Information. Information. As used herein, ”Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
6.2 Protection of Confidential Information. Information. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and the Receiving Party shall only disclose the Confidential Information of the Disclosing Party to those of the Receiving Party’s employees, contractors and agents who need such access to perform obligations or exercise rights under this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
6.3 Information Included in Engagements. Notwithstanding the foregoing, Customer acknowledges and agrees that some of the information that it provides in Service Requests and Engagements will be accessible by Healthcare Professional Users who will need this information to assess whether to make a Service Request Offer and/or enter into an Engagement. By submitting a Service Request, Customer is requesting, and expressly consents to have details of the Service Request (and Engagement, if applicable) sent to or otherwise accessible by Healthcare Professional Users that PRN ON Demand deems qualified to perform the Service Requests. Customer agrees that all information that Customer provides will be accurate, current and truthful to the best of is knowledge.
THE PRN PORTAL AND HEALTHCARE PROFESSIONAL USERS ARE PROVIDED “AS-IS” AND “AS-AVAILABLE.” PRN ON DEMAND EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, THAT ARE NOT SET FORTH EXPRESSLY IN THIS AGREEMENT, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. PRN ON DEMAND MAKES NO GUARANTEE OR WARRANTY THAT (A) CUSTOMER’S REQUIREMENTS WILL BE MET; (B) THE PRN PORTAL WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRN PORTAL, INCLUDING THE SERVICES PROVIDED BY ANY HEALTHCARE PROFESSIONAL USER ENGAGED VIA THE PRN PORTAL, WILL BE ACCURATE, RELIABLE, TIMELY, AVAILABLE, OR OF ANY PARTICULAR QUALITY OR SUITABILITY. PRN ON DEMAND DOES NOT AND CANNOT GUARANTEE THAT EACH SERVICE REQUEST WILL BE TIMELY DISPLAYED ON THE PRN PORTAL OR RESULT IN A MATCH WITH A QUALIFIED, AVAILABLE HEALTHCARE PROFESSIONAL USER OR THAT THERE ARE HEALTHCARE PROFESSIONAL USERS IN EACH GEOGRAPHIC AREA IN WHICH SERVICES ARE SOUGHT BY A CUSTOMER OR THAT ONE OR MORE HEALTHCARE PROFESSIONAL USERS WILL BE WILLING TO FULFILL ANY PARTICULAR SERVICE REQUEST AT THE TIME AND PLACE REQUESTED BY CUSTOMER. IT IS THE SOLE RESPONSIBILITY OF EACH CUSTOMER TO VERIFY THE ACCURACY AND COMPLETENESS OF ANY AND ALL INFORMATION PROVIDED BY OR RECEIVED FROM ANY HEALTHCARE PROFESSIONAL USER OF THE PRN PORTAL, AND PRNONDEMAND DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, THAT INFORMATION RECEIVED OR PROVIDED BY ANY HEALTHCARE PROFESSIONAL USER IS ACCURATE OR COMPLETE. PRNONDEMAND DOES NOT GUARANTEE THE QUALITY OR QUALIFICATIONS OF, SUITABILITY, PERFORMANCE, SAFETY OR ABILITY OF ANY HEALTHCARE PROFESSIONAL USER. CUSTOMER ACKNOWLEDGES AND AGREES THAT PRN ON DEMAND HAS NO LIABILITY FOR THE ACTION, OR INACTION, OF ANY HEALTHCARE PROFESSIONAL USER INCLUDING FOR ANY INJURY OR LOSS TO ANY PARTY RELATING TO OR IN ANY WAY ARISING OUT OF THE HEALTHCARE PROFESSIONAL USER’S PERFORMANCE OF SERVICES ON BEHALF OF A CUSTOMER PURSUANT TO THE ENGAGEMENT AND THAT THERE IS NO EMPLOYMENT, JOINT VENTURE, OR AGENCY RELATIONSHIP BETWEEN PRN ON DEMAND AND THE HEALTHCARE PROFESSIONAL USERS.
8. Limitation of Liability
CUSTOMER ACKNOWLEDGES AND AGREES THAT PRN ON DEMAND WILL NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXPLEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, GOODWILL, LOST DATA, THE COST OF REPLACEMENT GOODS OR SERVICES, BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES, WHETHER FORESEEABLE OR NOT, RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE PRN PORTAL OR SERVICES RELATED THERETO, REGARDLESS OF THE FORUM OF THE ACTION OR CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF PRN ON DEMAND, EVEN IF PRN ON DEMAND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT PRN ON DEMAND WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, TO FOR ANY DAMAGES, LIABILITY OR LOSS ARISING OUT OF: (1) THE USE OF, RELIANCE ON, OR INABILITY TO USE, THE PRN PORTAL OR SERVICE RELATED THERETO (INCLUDING ACCESS DELAYS OR INTERRUPTIONS, OR DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION OR MODIFICATION), (2) TERMINATION, SUSPENSION, LOSS, OR MODIFICATION OF THE SERVICES PROVIDED BY THE PRN PORTAL OR SERVICE RELATED THERETO, (3) ANY TRANSACTION BETWEEN CUSTOMER AND ANY HEALTHCARE PROFESSIONAL USER, (4) ACTS OR OMISSIONS OF OTHER CUSTOMERS OR HEALTHCARE PROFESSIONAL USERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND/OR ANY OTHER PERSONS ACTING FOR OR ON BEHALF OF THEIR BEHALF, INCLUDING, WITHOUT LIMITATION, THE PROVISION OF INACCURATE, INCOMPLETE OR MISLEADING INFORMATION, (5) LOSS INCURRED BY CUSTOMER IN CONNECTION WITH THE OPERATION OF YOUR BUSINESS OR OFFERING OF YOUR SERVICES, (6) EVENTS BEYOND THE REASONABLE CONTROL OF PRN ON DEMAND OR ITS SUBCONTRACTORS, VENDORS OR AFFILIATES, (7) APPLICATION OR ANY APPLICABLE LAW, REGULATION OR PRN ON DEMAND POLICY OR PROCEDURE, (8) UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER’S ACCOUNT OR TRAMISSIONS OR DATA, (9) STATEMENTS OR CONDUCT OF ANY HEALTHCARE PROFESSIONAL USER OF THE SERVICES, OR (10) ANY OTHER MATTER RELATING TO CUSTOMER’S USE OF THE PRN ON DEMAND PORTAL OR RELATED SERVICES.
YOU FURTHER AGREE THAT PRN ON DEMAND’S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO PRN ON DEMAND DURING THE SIX MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE OF THE EVENT GIVING CAUSE TO CUSTOMER’S CLAIM AGAINST PRN ON DEMAND FOR DAMAGES, BUT IN NO EVENT SHALL IT BE GREATER THAN FIVE HUNDRED DOLLARS ($500.00), AND CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS WILL BE ITS EXCLUSIVE REMEDY UNDER THIS AGREEMENT AND OTHERWISE AS RELATES TO THE USE OF THE PRN PORTAL AND THE SERVICES RELATED THERETO. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTIAL DAMAGES, TO THE EXTENT THE LAW OF SUCH STATES OR JURISDICTIONS IS FOUND TO APPLY, PRN ON DEMAND’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON THE CHOICE OF LAW PROVISION SET FORTH BELOW.
CUSTOMER ACKNOWLEGES AND AGREES THAT THE LIMITATIONS CONTAINED IN THIS SECTION ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND, ABSENT SUCH LIMITATIONS, PRN ON DEMAND WOULD NOT ENTER INTO THIS OR ANY AGREEMENT TO PROVIDE ACCESS TO CUSTOMER TO THE PRN PORTAL AND SERVICES RELATED THERETO.
Customer agrees to indemnify and hold PRN ON Demand harmless from any and all claims, demands, losses, liabilities, expenses (including attorneys’ fees), arising out of or in connection with: (1) Customer’s use of the PRN Portal and the services related thereto, including any services provided to Customer by a Healthcare Professional User; (2) Customer’s breach or violation of any of the terms of this Agreement; and/or (3) the violation of the rights of any third-party by Customer and/or its directors, officers, employees, agents, representatives, or other persons acting for or behalf of Customer to the extent such violation is related to the PRN Portal and/or the services related thereto.
10. Binding arbitration and class action waiver
We hope to never have a Dispute with Customer, but if one arises, it is expressly agreed that PRN ON Demand and Customer will first try to resolve it informally for 60 days. It is further expressly agreed that if it cannot be resolved informally, the Dispute shall be fully resolved by binding individual arbitration before the American Arbitration Association (“AAA”) under the Federal Arbitration Act (“FAA”). By agreeing to arbitrate, both Customer and PRN ON Demand are waiving the right to sue in a court and to a trial before a judge or jury. Instead, a neutral arbitrator will decide and the decision of the arbitrator shall be binding and final (except for a limited right to an appeal under the FAA) and may be entered as a final, binding decision by any court of competent jurisdiction.
Customer and PRN ON Demand further agree that class action lawsuits, class-wide arbitrations, private attorney general actions, and any other proceeding where someone acts in a representative capacity are not allowed, nor is combining individual proceedings without the consent of all parties (all such proceedings are referred to herein as “Collective Proceedings”). Both Customer and PRN ON Demand expressly waive the right, to the extent it exists, in any and all types of Collective Proceedings. Notwithstanding any other clause contained in this Agreement or the applicable AAA Rules, any claim that all or part of this waiver of Collective Proceedings is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any instance in which (1) the Dispute is field as a Collective Proceeding and (2) there is a final judicial determination that all of part of the waiver of Collective Proceedings is unenforceable, the Collective Proceeding to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the waiver of Collective Proceedings that is enforceable shall be enforced in arbitration.
The term “Dispute”, which shall be construed as broadly as possible, includes any claim or controversy arising out of or related to this Agreement, the Customer Fee Agreement, the PRN Portal and/or the services related thereto, under any legal theory including contract, warranty, tort, statute or regulation, but excluding any dispute related to PRN ON Demand’s intellectual property rights.
The arbitration shall be held in the state of Utah. If the amount at issue in the Dispute is $75,000 or less, the AAA Consumer Arbitration Rules will apply. If the amount at issue in the Dispute exceeds $75,000, the AAA Commercial Arbitration Rules will apply. It is expressly agreed that any questions concerning the arbitrability of a Dispute shall be determined by the arbitrator and that the arbitrator shall not have any authority to, and shall not, award punitive or exemplary damages.
Either party may terminate this Agreement without cause, effective immediately upon written notice to the other party; provided, however, that (a) the terms of this Agreement shall survive and continue to be in effect and enforceable with respect to any Engagements and balances outstanding at the time of the termination and (b) Sections 3 (“Customer Payments”), 5 (“Intellectual Property Ownership”), 6 (“Confidentiality”), 7 (“Disclaimers”), 8 (“Limitation of Liability”), 9 (“Indemnification”), 10 (“Binding Arbitration And Class Action Waiver”), 11 (“Termination”) and 12 (“Miscellaneous”) shall survive any termination of this Agreement.
12.1 Applicable Law. This Agreement is governed by and construed in accordance with the laws of the State of Utah, without regard to and excluding that state’s choice of law and conflicts of law principles, and all claims relating to or arising out of this Agreement, the PRN Portal and/or the services related thereto, whether sounding in contract or tort or otherwise, shall likewise be governed by the laws of the State of Utah without regard to and excluding that state’s choice of law and conflicts of law principles. This choice of law provision does not apply to the arbitration clause in Section 10 of this Agreement or to any arbitrable Disputes defined therein. As described in Section 10, the Federal Arbitration Act and the applicable AAA Rules shall apply to any such Dispute.
12.2 Waiver and Severability. Any failure by us to enforce any of our rights under this Agreement or any applicable laws shall not constitute a waiver of such right.
If any of provision within this Agreement is found to be invalid, void, or for any reason unenforceable, such provision shall be struck from this Agreement and replaced by a provision provided by us that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of PRN ON Demand as reflected in the original provision. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain enforceable to the fullest extent under the law.
12.3 Assignment. This Agreement and Customer’s rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by Customer without PRN ON Demand’s express prior written consent. Any attempted assignment, delegation or transfer in violation of the foregoing will be null and void. PRN ON Demand may assign this Agreement or any of its rights under this Agreement without Customer’s written consent to: (1) any subsidiary or affiliate; (2) any acquirer of PRN ON Demand’s equity, business or assets; or (3) a successor by merger.
12.4 Notices. PRN ON Demand may give any notice required by this Agreement by means of a general notice on the PRN Portal, electronic mail to the email address on record with PRN ON Demand for Customer’s account, or by written communication sent by first class mail or pre-paid post to the address on record with PRN ON Demand for Customer’s account. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or upon sending (if sent by email). Customer may give notice to us, with such notice deemed sufficient when actually received by us, at any time by first class mail or pre-paid post to the following:
PRN ON Demand
PO Box 982964
Park City, UT 84098-1916
12.5 Modifications to PRN Portal. PRN ON Demand reserves the right at any time to modify or discontinue, temporarily or permanently, the PRN Portal (or any part thereof) with or without notice. Customer agrees that PRN ON Demand shall not be liable to it or to any third party for any modification, suspension or discontinuance of the PRN Portal (or any part thereof).
12.6 Entire Agreement. The terms set forth herein, as well as any additional terms, conditions, rules, policies, and service agreements of PRN ON Demand that are incorporated herein by reference, together with all modifications thereto, as well as the Customer Fee Agreement, constitute the entire agreement between Customer and PRN ON Demand concerning the PRN Portal and the services related thereto, and supersedes and governs any and all prior proposals, agreements or other communications between the parties. The terms of this Agreement may not be waived, modified or supplemented, in whole or in part, except upon written permission or amendment by PRN ON Demand.
12.7 TEXT MSG COMMUNICATION. You can opt out of receiving all texts from PRN on Demand (including transactional or relational messages) by texting the word STOP to 91288 from the mobile device receiving the messages, however, opting out of receiving texts will impact your use of the PRN on Demand platform. Clinicians can also opt out of the clinician-specific messages by texting STOP in response to a facility text. To re-enable texts you can text START in response to an unsubscribe confirmation text. Message and data rates may apply and are your responsibility.
You may receive up to 3 msgs/shift
Reply HELP for help.
or email email@example.com. or call 888-501-7401 for support or more information.
13. Contacting pRN on demand
If you wish to report a violation of this Agreement, or have any questions or need assistance regarding this Agreement, please contact PRN ON Demand, at firstname.lastname@example.org.