Main Services Agreement

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connectRN, Inc.

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Main Services Agreement

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This Master Services Agreement (this “Agreement”) is made between connectRN, Inc. (“connectRN”) and the entity or facility that is named on the Order Form (as defined below) (the “Customer”).  

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CUSTOMER AGREES THAT ITS ACCESS TO THE CONNECTRN PLATFORM AND USE OF CONNECTRN SERVICES ARE SUBJECT TO AND GOVERNED EXCLUSIVELY BY THIS AGREEMENT AND ANY ADDITIONAL TERMS STATED IN THE ORDER FORM, INCLUDING ANY ATTACHMENTS THERETO.

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CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING THE SERVICES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A CUSTOMER, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH CUSTOMER AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS.

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BY USING THE PLATFORM OR SERVICES CUSTOMER ACKNOWLEDGES AND AGREES TO THE COLLECTION AND DISCLOSURE OF PERSONAL INFORMATION IN ACCORDANCE WITH CONNECTRN’S PRIVACY POLICY AND TERMS OF USE, WHICH ARE INCORPORATED INTO THIS AGREEMENT BY REFERENCE.  CUSTOMER ALSO AGREES TO ABIDE BY ANY ADDITIONAL PLATFORM TERMS OR OTHER REQUIREMENTS FOR AUTHORIZED USERS THAT ARE PUBLISHED ON THE SITE. CERTAIN FEATURES OF CONNECTRN SERVICES MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS, WHICH ARE INCORPORATED HEREIN BY REFERENCE.

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SECTION 1. DEFINITIONS

“Affiliate” means any entity which controls, is controlled by, or is under common control with a Party, where “control” means the legal, beneficial, or equitable ownership of at least a majority of the aggregate of all voting equity interests in such entity.

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“APIs” means programmatic web APIs, software, and other functionality and their associated tools, guides, materials, and references that connectRN makes available to Integrator.

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“Applicable Law(s)” means any applicable provisions of all laws, codes, legislative acts, regulations, ordinances, administrative rules, rules of court, and orders which govern the Party’s respective business.

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“Confidential Information” means any non-public information that relates to the actual or anticipated business, research, or development of a Party and any proprietary information, including, without limitation, product plans, products, services, customers, customer lists, technology, technical data, processes, finances, pricing, rate sheets, trade secrets, know-how and other business information of a Party that is disclosed or otherwise made available to the other Party prior to or following the Effective Date, either directly or indirectly, whether disclosed orally, in writing, observed, or otherwise, that is provided under circumstances, or is of a nature, that a person reasonably should understand such information is confidential or proprietary. Confidential Information includes, without limitation, the terms and conditions of this Agreement.

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“connectRN Data” all connectRN Confidential Information, including without limitation, Personal Information, which connectRN inputs into the API and all intellectual property rights thereto.  connectRN Data also includes, without limitation, (i) the names and trademarks of connectRN and its Affiliates; (ii) all information, content and data, including all reports, summaries, records and the like, generated from the use of or in connection with the Integrator Marketplace, and (iii) Personal Information.

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“connectRN Platform” means the software platform and mobile application developed and owned by connectRN, for the provision of the Services, as may be modified by connectRN from time to time.

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“Customer” means in the case of an individual accepting this Agreement on behalf of a company or facility, the company or facility for which such individual is accepting this Agreement, and Affiliates of that company or facility (for so long as they remain Affiliates) which have entered into Order Forms.

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“Customer Data” means any data collected through the provision of access to the Platform or Services, excluding publicly available data and data previously obtained by connectRN without restriction. Customer Data may contain personal information that connectRN collects, obtains, or receives from users of the Platform that can identify a specific individual or from which that specific individual may be identified, contacted or located, such as the individual’s name, address, social security number or any information that applicable law defines as personally identifiable information.

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“Features” means any connectRN Platform feature, including but not limited to overtime warning, instant accept, auto backfill, and pay+™.

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“Intellectual Property” means all worldwide rights in and to intellectual property, including without limitation rights to inventions, trade secrets, know-how, technology, research tools, data, software, improvements, and rights of authorship and attribution, whether or not protected by patents or copyrights, and including, without limitation, patent applications, patents, trade secret rights, copyrights, trademarks, and other exclusive or non-exclusive rights pertaining to intellectual property owned or controlled by a Party.

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“Initial Term” means the initial term of the Services as identified on an Order Form.

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“Mark” means a trademark, services mark, tradename, logo, or similar identifying indicia.

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“Order Form” - means an order form mutually agreed upon and signed by connectRN and Customer setting forth, among other things, the Services ordered by Customer to be provided by connectRN, and the fees to be paid by Customer.

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“Personal Information” means information relating to connectRN and its Affiliates’ respective (i) personnel (temporary or permanent), (ii) current or prospective business partners (which may include, without limitation, current or prospective customers, service providers, vendors, and consultants), and (iii) any other individual identified or identifiable in the Marketplace, such that the identity of such persons is apparent or can reasonably be determined from such information.  For the avoidance of doubt, “Personal Information” shall also include such categories of information about an individual that are required to be protected under the applicable laws of such individual’s country and/or state of residence.

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“Renewal Term” means the renewal term of the Services as identified on the Order Form.

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“Services” means the provision of certified and licensed medical healthcare providers (“Clinicians”) who work for its connectRN Customers on a temporary basis at one or more facility or location (the “Services”)

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SECTION 1. ACCESS TO THE PLATFORM

  1. Authorized Users. connectRN will make the Platform available to Customer and to certain individuals designated and authorized by Customer to use the Platform (each, an “Authorized User”). Customer will supply (or direct connectRN to supply) login credentials for the Platform to Authorized Users to facilitate their use of the Platform. Authorized Users may include individuals working at any of Customer’s Locations and/or other Affiliates. Only Authorized Users may use the Platform. Login credentials to the Platform cannot be shared or used by more than one Authorized User. Customers are required to manage their Authorized Users and are responsible for adding, removing, or reassigning Authorized Users on an as-needed basis. Customer’s access to the Platform is provided without a license fee.
  2. License Grant to Customer. Subject to the terms and conditions of this Agreement, connectRN grants to Customer during the Term (defined below) of this Agreement a limited, revocable, nontransferable, and nonexclusive right to permit Authorized Users to use the Platform in the United States solely in connection with the Services, all solely for Customer’s own internal business operations.
  3. Platform Restrictions. Customer will use the Platform only as contemplated by this Agreement, and in accordance with . Customer shall not, directly or indirectly:
    1. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Platform;
    2. create internet links to the Platform or frame or mirror any part of the Platform, including any content contained in the Platform, on any other server or device;
    3. license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, outsource, time share or otherwise commercially exploit or make the Platform available to any third party;
    4. copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, any part of the Platform or its content;
    5. post, promote, store or transmit through the Platform any unlawful, harassing, defamatory, abusive, threatening, offensive, harmful, vulgar, obscene, hateful, racially, ethnically or otherwise objectionable information or content of any kind or nature, including material that is harmful to children or violates third party privacy rights;
    6. upload, send or store files or data that contain viruses, corrupted files, malicious code or any other similar software or programs that may interfere with or disrupt the integrity or performance of the Platform or another’s computer, or the data contained therein;
    7. attempt to gain unauthorized access to the Platform or its related systems or networks; or
    8. use the Platform to build a competitive product or service, or copy any Features (defined below), functions or graphics of the Platform.
  4. Account Responsibility. Customer is responsible for (i) the acts of its Authorized Users and ensuring that its Authorized Users abide by the terms and conditions of this Agreement; (ii) all uses of any Platform customer account, whether or not Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use, and (iii) securing Customer’s Platform account and logon credentials and files. Customer agrees to immediately notify connectRN of any unauthorized use of Customer’s account or any other breach of security known to Customer. connectRN is not responsible for any losses, damages, costs, expenses or claims that result from stolen, lost or misused logon credentials.
  5. Rights in Platform. Subject to the limited rights expressly granted hereunder, connectRN reserves all rights, title and interest in and to the Platform, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
  6. License Grant by Customer. Subject to the terms and conditions of this Agreement, Customer grants to connectRN a non-exclusive, non-transferable, non-sublicensable royalty-free license for connectRN to host, maintain and use Customer Data and Customer’s Marks for the sole purpose of providing access to the Platform and the Services and supporting use thereof. Customer reserves all ownership and other rights in the Customer Data and the Marks and nothing in this Agreement shall be deemed to convey to connectRN any ownership rights in or to the Customer Data or Marks.
  7. Suggestions; Feedback; Anonymized Data. connectRN has the right to use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer or its Authorized Users relating to the Platform. connectRN may gather and use statistical data, analytics, trends and other aggregated or otherwise de-identified data derived from Customer and its Authorized Users’ use of the Platform provided that such data does not allow Customer Data to be separated from the aggregated data.
  8. Platform Availability. connectRN will use commercially reasonable efforts to provide Platform availability 24 hours a day, seven days a week, during the Term (the “Minimum Service Level”) except for: (a) planned down time, for which connectRN gives reasonable notice on its Platform, by email or otherwise that the Platform will be unavailable; or (b) down time caused by circumstances beyond connectRN’s reasonable control, including without limitation, a Force Majeure Event (as defined below in Section 10.E.), computer or telecommunications failures or delays involving hardware or software not within connectRN’s possession or reasonable control, and network intrusions or denial of service attacks. This Minimum Service Level shall not apply to any “beta” or similar in-development versions of the Platform that connectRN may make available to Customer for evaluation purposes.
  9. Selection of Platform Features. By using the Platform, Customer may receive access to certain Features which may or may not be subject to a Fee (defined below). Customer shall manage Customer’s and Authorized User’s access to and selection of such Features. It is expressly understood and agreed that Customer shall pay all Fees, if any, associated with such selected Features, whether or not such Features were an intentional or unintentional selection. Customer shall not have the right to dispute the Fees associated with any such intentional or unintentional selected Features, in accordance with Section 4.  

SECTION 2. CONNECTRN SERVICES

  1. Description of Services. connectRN will use commercially reasonable efforts to provide Clinicians as requested by Customer for temporary staffing at Customer’s facilities. Notwithstanding the foregoing, connectRN does not guarantee that Customer’s requests for Clinicians will always be filled; shifts are filled subject to the availability of qualified Clinicians. The Order Form sets forth the specific roles to be furnished by connectRN, together with the Fees (defined below) for such Services.
  2. Qualifications. All Clinicians supplied by connectRN will be currently licensed and/or certified by the state in which they are assigned to work for Customer and/or have current appropriate regulatory authority for the assignment requested.
  3. Documentation. For each Clinician assigned to Customer, connectRN will maintain all eligibility documentation and records required by state law in the state where the applicable facility is located. Such documentation requirements will be configured as part of your implementation and conform to Customer specifications.  Records may include: (i) nursing license, registration, or certification; (ii) government-issued identification; (iii) current BLS/CPR (for RNs and LPNs only); (iv) background check confirmation; (v) tuberculosis screening and evidence of other satisfactory health screening; (vi) HIPAA acknowledgement; and (vii) skills/competency checklist. connectRN will make available such documentation to Customer upon reasonable request. Upon written request by the facility, connectRN shall provide the facility with a certification that each Clinician meets the requirements of Section 2(C)(v)-(vii).
  4. Employment Status. All Clinicians will be classified as employees of connectRN. Accordingly, connectRN will assume sole and exclusive responsibility for the payment of wages with respect to Clinicians providing services under this Agreement for Customer and will be responsible for customary and normal obligations of an employer with respect to such Clinicians, including but not limited to; payroll services for Clinicians and withholding of federal, state and local taxes, fulfilling obligations as required by law to social security withholding/matching, providing workers compensation insurance, unemployment insurance, and complying with all other government-mandated employment and insurance programs.
  5. Social Security Act. connectRN agrees that, to the best of connectRN’s knowledge, no person who has ownership, controls interest in, or is an agent or managing employee of connectRN, has been convicted of a criminal offense relating to that person’s involvement in any programs under Title XVIII, XIX, or XX of the Social Security Act since the inception of these programs.

SECTION 3. CUSTOMER RESPONSIBILITIES

  1. Operations. Customer will maintain in good standing all federal, state and local licenses and certifications required to operate lawfully and will abide by Applicable Law in the provision of Services under this Agreement.
  2. Customer Data. Customer is solely responsible for the accuracy, quality, integrity and legality of any and all Customer Data provided to or accessed by connectRN in connection with the Platform or connectRN’s provision of Services. Customer warrants that Customer Data shall not: (1) contain or cause to be placed any worms, viruses or programming routines intended to interfere, damage, corrupt, surreptitiously intercept or expropriate any system, data or personal information; (2) be materially false, misleading or inaccurate; or (3) violate any federal, state or local laws, rules and regulations. connectRN may take remedial action if Customer or any of its Affiliates or any of their users violate this Section 3(B) and such remedial action may include, without limitation, suspension of all or a portion of the Platform and/or Services or termination of this Agreement.
  3. Shift Information. For all requested shifts, Customer will provide sufficient information regarding the specific needs for Clinicians by its locations as requested on the Platform to facilitate the booking of Clinicians.
  4. Clinician Availability. Customer acknowledges that connectRN’s duty to fill assignments is subject to the availability of qualified Clinicians.
  5. Utilization. Customer will utilize assigned Clinicians only for the specific need requested. Customer will not reassign Clinicians to other areas within a facility unless (i) connectRN has first confirmed that such Clinicians have the requisite skills and experience and (ii) Clinician agrees to the change in duties.
  6. Training. Customer will be responsible to orient and train Clinicians to Facility-specific details, procedures, rules, and regulations, including the physical layout and equipment on any unit to which such Clinicians are assigned.
  7. Space, Equipment, and Support Services. Customer, at its sole expense, will provide and maintain adequate working or storage space for the provision of services at the Locations, when required. In an instance where respirators, N95 masks, and/or other personal protective equipment are required at the Facility, Customer is responsible to provide appropriate fit testing for the Clinician and, if requested, provide documentation of the fit test results to the program administrator at connectRN.
  8. Hazard Assessment. Customer will ensure that its Locations will perform a periodic hazard assessment as needed. If a Clinician believes that respirators, N95 masks, and/or other personal protective equipment are needed during a particular activity, he/she is to contact his/her supervisor at the Facility and make such request. Facility staff will evaluate the potential hazard and arrange for assistance as necessary. Facility will notify the program administrator at connectRN and will then communicate the results of that assessment to the affected Clinicians.
  9. Right-to-Know Laws. Except as provided in the next paragraph, Customer represents and warrants that the Clinicians will not be exposed to any hazardous chemicals (as defined by the Occupational Safety and Health Administration Hazard Communication Standards or any applicable state or local right-to-know law) under normal operating conditions or any foreseeable emergencies.

If this changes in the future, Customer agrees to give connectRN immediate written notification so that the parties hereto can cooperate to take any appropriate precautions required by the OSHA Hazard Communication Standards or any applicable state or local right-to-know law.

  1. Notice of Adverse Events, Actions, or Issues.
    1. Customer will notify connectRN in writing of any complaints, incidents, adverse events, actions, or other issues with respect to the services provided by a Clinician at a facility under this Agreement as soon as possible and no later than 48 hours after such occurrence. This notice shall include all material facts related to the occurrence, including, but not limited to: (1) the identity of the Clinician at issue; (2) the date and approximate time of the occurrence; (3) the Clinician’s supervisor during the time of the occurrence; (4) a detailed description of the occurrence, including potential witnesses involved; and (5) actions taken or anticipated to be taken by the Customer as a result of the occurrence.
    2. In the event Customer reasonably believes that a Clinician has committed an act of professional negligence or engaged in other conduct that is a breach or neglect of professional duty, Customer (i) may require such Clinician to leave the Facility; (ii) shall provide written notice to connectRN within 24 hours of such occurrence including details of the occurrence and all action taken or anticipated to be taken by Customer. Customer’s obligation to compensate connectRN for the services performed by such Clinician will be limited to the hours actually worked.
    3. Customer shall notify connectRN as soon as reasonably practicable if Customer believes Clinician is under the influence of drugs or alcohol.
    4. Customer shall notify connectRN in advance of submitting any report to a state, local or regulatory agency relating to Clinicians and/or connectRN.
    5. Customer will make available to connectRN complete copies of any legal, administrative or governmental surveys, investigations, reviews, or proceedings initiated against connectRN or Customer with respect to the services provided by Clinicians.
  2. Cancellations. Customer acknowledges that if it changes or cancels an accepted shift less than four (4) hours before the Clinician’s scheduled reporting time, then Customer will be billed for four (4) hours at the hourly rate for the Clinician involved.
  3. Breaks. Customer will provide a 30-minute meal break for any shift greater than six (6) hours in length, or otherwise provided by applicable law. Such meal break will be automatically deducted from Customer’s invoice and Clinician’s wages if it is compliant with Department of Labor (“DoL”) regulations for an unpaid meal break. Customer represents and warrants that such unpaid meal breaks meet DoL standards, and that Clinicians will be fully relieved from duty for 30 uninterrupted minutes.
    1. Exceptions. Customer acknowledges that, under certain circumstances (e.g., sole licensed clinician on duty; cannot be fully relieved from duty), Clinician may be unable to take a break during the shift. If a Clinician is unable to take a break during the shift and an Authorized User makes a corresponding attestation within the Platform that no break was taken by such Clinician, then connectRN will invoice, and Customer agrees to pay, for all hours worked by such Clinician as recorded within the Platform.
  4. Timesheets. Customer will approve all electronic timesheets submitted on the Platform by Clinicians in a timely manner. If Customer disputes any timesheet entries, it must address such dispute through a Dispute Notice as described in Section 4(J). below.
  5. Compliance with Law. Customer will be responsible for complying with all laws and regulations applicable to the operation of its business. Customer acknowledges that it is solely responsible for compliance with the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act of 2009, and their implementing regulations, including the privacy and security requirements (collectively, “HIPAA”). Further, Customer acknowledges that all Clinicians will be members of Customer’s workforce (as defined by HIPAA) when providing Services.
  6. Mileage Reimbursement. If Customer is a Home Health or Home Care provider, it agrees to reimburse connectRN for all actual and documented mileage expenses incurred by its Clinicians at the current rate per mile recognized as a deductible expense by the United States Internal Revenue Code.

SECTION 4. BILLING PROCEDURES

  1. Compensation; Invoices. Customer agrees to pay connectRN for Service Fees as indicated on the Order Form.  Invoices will include (i) the name and address of Customer, (ii) the date of the invoice, (iii) the period covered by such invoice, and (iv) an itemized description of the Services including the name of the Clinician(s), Clinician’(s’) area of specialty, number of hours worked and days worked. Unless otherwise agreed on the Order Form, ConnectRN shall send all invoices to Customer electronically on a weekly basis.
  2. Updates to Fees. connectRN may increase fees as set forth in the Order Form.
  3. Dormancy. If Customer has been inactive on the Platform for six or more consecutive months, any Services requested by Customer will be filled at connectRN’s then-current fee rates.
  4. Billable Week; Billing Frequency. The billable week for connectRN’s services begins at 12:00 a.m. local time on Monday and ends at 11:59 p.m. local time the following Sunday. connectRN will invoice Customer on a weekly basis for its services based on the actual time worked by Clinicians in the prior week.
  5. System of Record. The actual time worked by Clinicians and recorded on the Platform shall be the system of record for purposes of timekeeping records and related billing.
  6. Off-Platform Shifts.  Customer acknowledges and agrees that it is required to exclusively use the Platform to schedule connectRN Clinicians.  Customer is prohibited from entering into a shift with a connectRN Clinician outside of the Platform and acknowledges connectRN will not process any wage payment for a Clinician outside of the Platform.
  7. Payment; Additional Fees. Unless otherwise stated in the Order Form, Customer shall pay connectRN for services rendered within thirty (30) days of receipt of an undisputed invoice.
    1. Past due amounts. Invoices not paid within (30) days are considered past-due. connectRN will charge a finance charge of one and one half (1.5%) percent per month on the unpaid, past-due balance (annual percentage of 18%) or the maximum interest rate allowed by law, whichever is lower. Customer agrees to pay the finance charge together with reasonable attorney’s fees for the cost of collection. For any past-due accounts, connectRN may, at its sole discretion, limit Customer’s access to the Platform and/or Customer’s ability to accept Clinicians for new shifts.
    2. Credit card fee. If Customer pays an invoice by credit card, connectRN will charge the Customer an additional 3% of the invoiced amount.
    3. Integration fee. connectRN will bill Customer for any fees charged by third parties for any API system integration.
  8. Holidays. Unless otherwise stated in the Order Form, any work completed by Clinicians on the following holidays shall be billed at 1.5x the applicable base billing rate. connectRN’s observed holidays include New Year’s Day, Martin Luther King Jr. Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Veterans Day, Thanksgiving Day and Christmas Day.
  9. Overtime. If a Clinician works more than 40 hours in a single work week at an individual Customer facility, hours in excess of 40 will be billed at 1.5x the applicable base billing rate. If a Clinician works more than 40 hours in a single work week at multiple Customer facilities and/or other locations owned by or affiliated with Customer, hours in excess of 40 will be billed at 1.5x the applicable base billing rate. However, if a Clinician works more than 40 hours in a single work week at multiple facilities or locations not owned by or affiliated with Customer, but less than 40 hours at an individual facility, Customer will be billed at the applicable base billing rate.
    1. Overtime for California Customers. If a Clinician works more than eight (8) hours in a single workday or over 40 hours in a single work week, up to the seventh consecutive day in a defined work week, at a facility and/or any locations owned by or affiliated with Customer, hours in excess of eight (8) in a workday will be billed at 1.5x the applicable base billing rate for hours worked up to 12 hours and 2x the applicable base billable rate for hours worked over 12 hours. If a Clinician works seven (7) consecutive days in connectRN’s defined work week at a facility and/or any locations owned by or affiliated with Customer, hours worked up to eight hours (8) on that seventh consecutive day will be billed at 1.5x applicable rate and any time worked over eight (8) hours on that seventh consecutive day will be billed at 2x the applicable rate.
    2. Overtime for Colorado Customers. If a Clinician works more than 40 hours in a single work week or more than 12 hours in a single work day at a Facility, then (a) hours in excess of 12 in a single workday; (b) 12 consecutive hours without regard to the starting and ending time of the workday; or (c) 40 hours in a single work week will be billed at 1.5x the applicable rate. If a Clinician works more than (a) 12 hours in a single workday, (b) 12 consecutive hours without regard to the starting and ending time of the workday, or (c) 40 hours in a single work week at multiple locations owned by or affiliated with the same Customer, those hours will be billed at 1.5x the applicable rate. However, if a Clinician works more than (a) 12 hours in a single workday, (b) 12 consecutive hours without regard to the starting and ending time of the workday, or (c) 40 hours in a single work week at multiple locations not owned by or affiliated with the Customer, but less than 12 hours in a single day or 12 consecutive hours without regard to the starting and ending time of the workday or 40 hours at an individual Facility, Customer will be billed at regular (not overtime) rates.
  10. Billing Disputes.
    1. In the event Customer should dispute any amount on connectRN’s invoice and/or timesheet, Customer must provide a written notice to connectRN of such disputed amount(s) which includes documentation supporting such dispute (the “Dispute Notice”) within 30 days of the (a) date such payment is originally due, in the case of an invoice; or (b) the date of the time entry, in the case of a timesheet.
    2. Customer agrees that failure to provide a timely Dispute Notice is deemed acceptance and approval of such invoice and/or timesheet, and Customer shall pay all such amounts pursuant to the terms of Section 4(G) above. Customer waives its right to dispute any invoice and/or timesheet for which a Dispute Notice is provided late. Customer agrees that it is solely responsible for payment of all undisputed invoices.
    3. If connectRN receives a Dispute Notice in accordance with this section, then representatives from each party shall meet as expeditiously as possible to resolve such dispute. To the extent that connectRN is able to support the hours recorded on the Platform (for example, through geo-tracking location or supervisor/manager signature), then Customer shall withdraw its Dispute Notice. Any dispute that is not resolved by the parties within 60 days following the date of the Dispute Notice shall be resolved in the applicable state or federal courts in Boston, Massachusetts.

‍SECTION 5. TERM AND TERMINATION

  1. Term. The Initial Term of this Agreement shall be for a period of one (1) year and shall commence in full force and effect from the Effective Date and shall automatically renew for additional terms of one (1) year each, unless either party gives written notice of non-renewal thirty (30) days prior to the end of the then-current period. “Term” means any initial term and/or renewal term.
  2. Termination.
    1. Termination for convenience. Notwithstanding anything within this Agreement to the contrary, either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to the other party.  
    2. Other termination rights. Either party may terminate this Agreement immediately if the other party: (a) makes an assignment for the benefit of creditors or is the subject of a bankruptcy or other similar proceeding under state or federal law, (b) liquidates or appoints a receiver with respect to its assets, (c) breaches any of its representations and warranties made in connection with this Agreement, (d) is excluded from participation in any healthcare program, including, but not limited to, the Medicare and Medicaid programs, (e) is convicted of a felony, or (f) upon termination or suspension of the other’s required certification, license, or other approval necessary for the provision of services herein.
  3. Effect of Termination. Upon the expiration or termination of this Agreement: (1) Customer shall cease all access to and use of the Platform; (2) connectRN will cease providing Clinicians at all locations and facilities; (3) the parties shall return or destroy the other party’s Confidential Information; and (4) Customer shall pay in full for all undisputed amounts for Services up to the effective date of expiration or termination.

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SECTION 6. INSURANCE

connectRN will maintain professional and general liability insurance or a plan of self-insurance at levels required by applicable law, but in no event, less than One Million Dollars ($1,000,000) per claim or occurrence and Three Million Dollars ($3,000,000) in the aggregate per year. Upon request, connectRN shall provide Customer with a Certificate of Insurance as evidence that all coverages required under this Agreement are in full force and effect.

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SECTION 7. INDEMNIFICATION

  1. Indemnification by connectRN. connectRN shall defend, indemnify and hold Customer and its Affiliates, successors, assigns, and their respective directors, officers, employees, attorneys, agents and other representatives harmless from and against any claim, demand, losses, damages, liabilities, causes of action, and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) in any suit or proceeding brought by a third party against Customer: (1) alleging that the use of the Platform as contemplated by this Agreement infringes a U.S. patent issued as of or after the Effective Date, or infringes any Intellectual Property rights of a third party; (2) arising out of or relating to injury or damage to person or physical property to the extent caused by any connectRN employee or agent in performance of this Agreement; (3) arising out of or relating to the negligence or willful misconduct of connectRN or any of its Affiliates in performance of its obligations hereunder, provided however, that if such Loss arises in whole or in part from Customer’s negligence, gross negligence or intentional misconduct or inaction, then the amount of the Loss subject to indemnification shall be reduced by an amount in proportion to the percentage of the Customer’s responsibilities for such Loss.

In the event of a claim subject to Section 7(A)(1) above or threat thereof, connectRN may, in its sole discretion, obtain a license for the infringing part of the Platform, remove or alter the infringing part of the Platform, or, if following commercially reasonable efforts, the foregoing options are unavailable, terminate this Agreement upon 60 days prior written notice to Customer. This Section 7(A) constitutes Customer’s sole and exclusive remedy with respect to a third-party claim of intellectual property infringement arising from or related to the Platform.

  1. Indemnification by Customer. Customer shall defend, indemnify and hold connectRN and its Affiliates, successors, assigns, and their respective directors, officers, employees, attorneys, agents and other representatives harmless from and against any claim, demand, losses, damages, liabilities, causes of action, and expenses (including reasonable attorneys’ fees) in any suit or proceeding brought by a third party against connectRN arising from or related to: (1) Customer’s or its Affiliate’s failure to comply with any applicable law or regulation governing the Customer Data or Customer’s operation as a healthcare facility; (2) injury or damage to person or physical property caused by Customer, any Customer employee or agent or Facility; (3) the negligence or willful misconduct of Customer or any of its Affiliates in performance of their obligations hereunder or use of the Platform.
  2. Indemnification Procedure. To receive the benefit of indemnification under this Agreement, the indemnified parties must: (a) promptly notify the indemnifying party of a claim or suit; provided that failure to give such notice will not relieve the indemnifying party of its indemnification obligations except where, and solely to the extent that, such failure actually and materially prejudices the rights of indemnifying party; (b) provide reasonable cooperation to the indemnifying party (and its insurer), as reasonably requested, at the indemnifying party’s cost and expense; and (c) tender to the indemnifying party (and its insurer) full authority to defend or settle the claim or suit; provided that no settlement requiring any admission by the indemnified party or that imposes any obligation on the indemnified party will be made without the indemnified party’s consent. Neither party has any obligation to indemnify the other party in connection with any settlement made by an indemnified party without the indemnifying party’s prior written consent. The indemnified party has the right to participate at its own expense in the defense of the claims and/or in selecting counsel therefor.

SECTION 8. LIMITATION OF LIABILITY

  1. Exclusion of Consequential and Related Damages. SUBJECT TO SECTION 8(C) BELOW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. Limitation of Liability. SUBJECT TO SECTION 8(C) BELOW, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF CONNECTRN ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.
  3. NOTWITHSTANDING THE FOREGOING, NO LIMITATION OF EITHER PARTY’S LIABILITY SET FORTH IN THIS SECTION 8 SHALL APPLY TO A PARTY’S: (1) BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER; AND/OR (2) LIABILITY ARISING OUT OF OR IN CONNECTION WITH SUCH PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT

SECTION 9. WARRANTIES

  1. Customer and connectRN each represent and warrant that: (i) it has the full power and authority to enter into this Agreement; (ii) this Agreement is duly authorized by all necessary action; and (iii) it is and shall be in compliance with all applicable requirements of law, rule and regulation.
  2. Customer represents that it is acting for itself and for its facilities or locations. Customer shall inform each facility of the existence of this Agreement and their obligation to abide by the terms of this Agreement.
  3. EXCEPT AS PROVIDED IN THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE CONNECTRN PLATFORM AND SERVICES ARE PROVIDED BY CONNECTRN "AS IS". EXCEPT AS PROVIDED IN THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, CONNECTRN AND CUSTOMER DO NOT MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, RESULTS, NON-INFRINGEMENT, LOSS OR CORRUPTION OF DATA, AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONNECTRN DOES NOT WARRANT THAT THE CONNECTRN SERVICES OR PLATFORM WILL BE ERROR-FREE OR BE PROVIDED OR AVAILABLE WITHOUT INTERRUPTION.

SECTION 10. MISCELLANEOUS

  1. Notices. All notices under the Agreement must be in writing and sent to the Customer address on the Order Form, and the connectRN address below:

Name: connectRN, Inc.

Attn: General Counsel

Address:

203 Crescent Street, Suite 403

Waltham, MA 02453

Phone: 617-944-1515

Email: legal@connectrn.com

Notice shall be deemed to have been given and received (a) when personally delivered, or delivered by same-day courier; or (b) on the third business day after mailing by registered or certified mail, postage prepaid, return receipt requested; or (c) upon delivery when sent by prepaid overnight express delivery service (e.g., FedEx, UPS); or (d) when sent by email or facsimile and upon the receipt by the sending party of written confirmation by the receiving party; provided, however, that an automated facsimile or email confirmation of delivery or read receipt shall not constitute such confirmation.

  1. Access to Records. The parties hereto agree to make available to duly authorized representative(s) of the Department of Health and Human Services all contracts, books, documents and records of the parties providing services hereunder necessary to verify the cost of the services provided under this Agreement. Similar access will also be granted to the contracts, books, records, and documents subject to Section 1861 of the Social Security Act between the parties providing the services hereunder and any obligation related to such parties.
  2. Confidential Information.
    1. Each party shall preserve the confidentiality of all Confidential Information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement. “Confidential Information” includes without limitation, all confidential, proprietary, or non-public data or information, this Agreement, financial information, customers, business plans, business methodologies, business strategies, technology, specifications, development, operations, manuals, protocols, policies, procedures, techniques, accounts, marketing, and strategic information, Facility lists, computer software, training materials, patient / resident personal health information (PHI), patient / resident records, and patient / resident care and outcomes data.
    2. The Receiving Party shall not use the Confidential Information of the Disclosing Party for its own benefit or disclose or otherwise disseminate to third parties, directly or indirectly, the Disclosing Party’s Confidential Information without prior written consent of the Disclosing Party. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and Confidential Information of like kind, but in no event using less than a reasonable standard of care. On an as requested basis, all Confidential Information and copies thereof shall be returned or destroyed to the party that owns and/or provided such Information. Each party shall comply with applicable federal, state and local laws and regulations with respect to all Confidential Information, including, but not limited to, any disclosures required thereof pursuant to this paragraph.
    3. Confidential Information does not include any information that (a) is or becomes known to the public through no breach by the Receiving Party; (b) was previously known by the Receiving Party without any obligation to hold it in confidence; (c) is received from a third party free to disclose such information without restriction; (d) is independently developed by the Receiving Party without use of or reference to Disclosing Party’s Confidential Information; or (e) is approved for release by written authorization of the Disclosing Party, but only to the extent of such authorization.
    4. If Receiving Party is required to disclose Confidential Information in order to comply with applicable laws or regulations, or with a valid order of a court or other governmental body of the U.S. or any political subdivisions thereof, it may do so without breach of this Agreement, but only to the extent and for the purposes of such required disclosure and provided that: (a) Receiving Party promptly notifies Disclosing Party in order to provide Disclosing Party the opportunity to seek a protective order; and (b) Receiving Party takes all reasonable actions to obtain confidential treatment for such information and, if possible, to minimize the extent of such disclosure. Any Confidential Information so disclosed will continue to be treated as confidential for all purposes hereunder.
  3. Exclusivity. This Agreement shall not be exclusive to either party. connectRN and Customer agree that connectRN may service other customers and locations, and Customer may contract for services with other providers, at all times during the term of this Agreement and thereafter. Notwithstanding the foregoing, Customer will not request through another provider those Clinicians previously assigned by connectRN to Customer during the Term of this Agreement.
  4. Compliance with Applicable Laws. Each party shall comply with applicable federal, state and local laws and regulations in performing under this Agreement, including, but not limited to, Title VI of the Civil Rights Act of 1964, and all other applicable laws and regulations regarding discrimination on the grounds of race, age, color, sex, handicap, national origin, religion, disability, or exclusion from participation or denial of benefits under any program or activity provided by any party.
  5. Governing Law and Consent to Jurisdiction. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws doctrine. Jurisdiction and venue for any dispute between the parties shall rest exclusively in a court of competent jurisdiction located in Boston, MA and the parties waive all defenses of lack of personal jurisdiction and forum non conveniens related thereto.
  6. Regulatory Changes. The parties mutually agree that in the event local, state or federal government agencies promulgate regulations which materially affect the terms of this Agreement, this Agreement shall be immediately subject to renegotiation upon the initiative of either party.
  7. Dispute Resolution. The parties agree to meet and confer in good faith to resolve any dispute(s) that may arise out of and/or relate to this Agreement. If such dispute(s) remain unresolved, the parties mutually agree that such disputes shall be resolved exclusively in the venue set forth in Section 10.F. above.
  8. Severability. Any portion or provision of this Agreement that is invalid, illegal or unenforceable under applicable law shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the validity, legality or enforceability of the remaining portions or provisions in this Agreement.
  9. Waiver. Failure of either party to enforce any provisions of this Agreement or to require the other party to perform any of the provisions of this Agreement, shall not be construed to be a waiver of such provisions, nor shall it affect the right of either party to subsequently enforce any provision of this Agreement.
  10. Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent, which consent shall not be unreasonably withheld, except that either party may assign this Agreement to the surviving party in a merger of that party into another entity or in an acquisition of all or substantially all its assets with written notice to the other party of such assignment within thirty (30) days of such merger or acquisition. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and permitted assigns.
  11. Integration. This Agreement and the exhibits and addenda attached hereto contains the entire agreement of the parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements and understandings with respect thereto. The Agreement may only be amended by a written document, duly executed by all parties. In the event of a conflict between the provisions contained in this Agreement and those contained in an Order Form, the following order of Precedence shall apply: (1) the Order Form, (2) any Exhibits or Addenda, and (3) this Agreement.
  12. Enforcement under Illinois Law. For Customers located in Illinois, A party's failure to comply with the requirements of the provisions concerning a contract between a nurse agency and a healthcare facility shall be a defense to the enforcement of a contract between a nurse agency and a healthcare facility. A prevailing party may recover for each violation: (i) liquidated damages of $1,500 or actual damages, whichever is greater; (ii) reasonable attorney's fees and costs; and (iii) other relief, as the court may deem appropriate.
  13. Force Majeure. connectRN shall not be in default if its failure to perform any obligation under this Agreement is caused by circumstances beyond its reasonable control, including without limitation, acts of God; governmental demands or requirements; flood; fire; earthquake; hurricane; tornado; war; civil unrest; acts of terror; strikes or other labor disputes; pandemic; epidemic; denial of service attacks; hacker attacks; computer, telecommunications, Internet service provider or hosting facility interruptions or slowdowns; vandalism; or any slowdowns, failures or delays involving hardware, software or power systems not within connectRN’s possession or reasonable control (“Force Majeure Event”). connectRN will notify Customer of a Force Majeure Event within 48 hours of becoming aware of the Force Majeure Event, explaining the nature and expected duration thereof and connectRN will use commercially reasonable efforts to remedy or mitigate the Force Majeure Event and the effects thereof. Notwithstanding the foregoing, if connectRN is unable to perform any of its obligations under this Agreement for a period of more than 30 calendar days as a result of a Force Majeure Event, Customer may terminate this Agreement without penalty upon written notice to connectRN.
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