Last Updated: October 13, 2021

Facility Agreement

1. Incorporation of Terms of Service.

RnVentory’s Terms of Service and Privacy Policy, as amended from time to time, are hereby incorporated into this Facility Agreement as if those terms were fully set forth herein. By agreeing to this Facility Agreement, Facility also agrees to the Terms of Service (https://nurselab.co/terms) and Privacy Policy (https://nurselab.co/privacy). 

All terms not defined here have the meanings in the Terms of Service.

2. About RnVentory. 

RnVentory’s Platform enables Facility (“You” or “Your Facility”) to efficiently schedule, manage, and pay external Medical Professionals to meet your short-term staffing needs. The Medical Services are provided solely by the Medical Professionals, and RnVentory itself does not provide or warrant Medical Services. RnVentory is not in the business of providing Medical Services nor supervising the work of Medical Professionals. Rather, RnVentory acts as a matchmaker and payment administrator for both Medical Professionals and Facilities and create opportunities for connections for one time Appointments.

3. Platform Provides Venue for Connections.

RnVentory is not responsible for the performance of the Medical Professionals, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Medical Services, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Medical Professional. RnVentory collects information on the background and experience of such Medical Professionals via third party background check and primary source verifications services and other means; however, you are solely responsible for interacting with and selecting Medical Professionals, conducting all necessary due diligence on Medical Professionals, and complying with all applicable laws, and you must decide whether a Medical Professional is suited to your needs. RnVentory makes no representations about the suitability, reliability, timeliness, or accuracy of the Medical Services provided by Medical Professionals identified through the Platform, whether in public, private, online, or offline interactions. The Company does not employ, recommend, endorse, or guarantee any Medical Professionals or Facilities. You assume all liability for proper classification of any Medical Professional performing Medical Services for you based on applicable legal guidelines. You hereby covenant that all classification decisions with respect to any Medical Professionals will be proper and made in accordance with applicable law. 

4. Facility Information.

When you create an Account, you submit personal information about you and your representative, such as name, address, phone number, as well as information about your Facility that may be relevant to the Medical Services. We may provide the information you give us to any Medical Professional who books an Appointment with you. Your failure to provide this information may result in adverse consequences: for example, Medical Professionals may be unable to provide the requested Medical Services, or you may be unable to access and use the Service. 

5. Scheduling Appointments.

5.1. Appointments Generally. 

Facilities may review the list of Medical Professionals on the Platform and request Appointments for Medical Services. Your request for Medical Services is accepted when you receive a confirmation of the scheduled Appointment time. You acknowledge and agree that the Company does not and cannot guarantee that a Medical Professional will be available to fulfill any of your requests for Appointments. The hourly rate for any Medical Services performed during an Appointment (the “Appointment Rate”) varies and depends on the experience of each Medical Professional. 

5.2. Minimum Hours; Overtime; Holidays; Early Dismissal.

Appointments must last a minimum of 4 hours.

Appointments lasting 8 continuous hours but less than 12 continuous hours will be charged at 1.5 times the Appointment Rate. 

Appointments lasting over 12 continuous hours will be charged at 2 times the Appointment Rate. 

Appointments in which there is an early dismissal (i.e., reduction in initially agreed upon shift length once the Medical Professional is already working at your Facility) will be charged at the Appointment Rate multiplied by hours worked, rounded up to the nearest quarter hour. An equivalent of 4-hours worked will be the minimum charge.

5.3. Cancellations.

You may cancel any Appointment online through the Platform or by phone through RnVentory representatives, subject to the following terms:

If you cancel more than 4 hours before a scheduled Appointment, there is no cancellation fee. 

If you cancel less than 4 hours but more than 1 hour before the scheduled Appointment start time, you will be responsible for payment of 4 hours of Medical Services at the applicable Appointment Rate plus a 10% additional charge. 

If you cancel less than 1 hour before a scheduled Appointment, you will be responsible for payment of 4 hours of Medical Services at the applicable Appointment Rate plus a 15% additional charge. 

If you cancel once the scheduled Appointment has already begun, it will be considered an early dismissal subject to the terms of Section 5.2. 

You agree that these cancellation fees represent a reasonable estimate of missed opportunities, administrative expenses, and scheduling costs to RnVentory and the applicable Medical Professional. You authorize us to invoice for these amounts or charge your credit card or bank account for the foregoing amounts, as applicable.

5.4. Cancellation by Medical Professional.

In the event that a Medical Professional cancels any scheduled Appointment and the Company receives sufficient advance notification of such cancellation, the Company will make the appointment available to other Medical Professionals through the Platform. The Company cannot guarantee that a replacement Medical Professional will accept the Appointment, and if no replacement Medical Professional accepts the Appointment, then you will not be charged for that Appointment. You agree to accept Medical Services from any substitute Medical Professional who meets the Facility’s requirements and accepts the Appointment in the event that the scheduled Medical Professional cancels.

6. Payment Terms.

6.1. General Payment Terms.

For ease of administration, RnVentory will invoice you for all fees incurred through the Platform. In turn, RnVentory will pay each Medical Professional directly for any fees earned through the Platform. 

An invoice will be sent weekly only if you have used RnVentory to secure the services of an external Medical Professional during the previous week. Payment on all invoices is due within 14 days after the invoice date. All time is billed in 15 minute increments. 

Late payments accrue interest in accordance with Section 6.7 (Consequences of Late Payment). 

6.2. Payment Method. 

When you create an Account, you must provide the Company with information necessary to issue an invoice. An invoice may be sent through our third party billing partner (“Payment Provider”) with payment options to pay the current invoice. Please note that if you pay your invoice through the Payment Provider’s service, the Payment Provider’s agreement governs your use of the Payment Provider’ service. You must review that agreement to determine your rights and liabilities. Please note that we cannot control, and disclaim all liability associated with, any fees that may be charged by your bank in relation to our collection of the fees. 

6.3. Payment Changes. 

You agree to immediately notify us of any change in your billing information including address. RnVentory reserves the right, at any time, to change its prices and billing methods, either immediately or upon posting on the Platform or by email delivery to you. 

6.4. Taxes. 

You will be liable for all transaction taxes due for the Medical Services provided by Medical Professionals, other than taxes based on RnVentory’s income. Our charges are net of any applicable Sales Tax (defined below). If any Medical Services or our Platform, or payments for Medical Services or our Platform, under the Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to RnVentory, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify RnVentory for any liability or expense it may incur in connection with such Sales Taxes. Upon RnVentory’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this Section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that RnVentory is permitted to pass to our Users, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax. 

6.5. Incidental Expenses. 

Fees do not include any reimbursement costs or expenses associated with the Medical Services. Payment or reimbursement arrangements for any costs or expenses incurred by the Medical Professionals in addition to the fees must be made between the Facility and the Medical Professional directly. RnVentory does not reimburse expenses to either the Facility or the Medical Professional. 

6.6. No Refunds.

No refunds or credits will be provided once your credit card or other form of electronic method of payment(s) has been charged, except that at RnVentory’s sole discretion, refunds or credits may be granted in extenuating circumstances, as a result of specific promotions, or to correct any errors made by RnVentory. 

6.7. Consequences of Late Payment or Non-Payment by Facility.

If you have not paid an invoice within 14 days of the invoice date, then RnVentory may assess a late fee charge of 2% interest on the outstanding balance. After 28 days from the invoice date, RnVentory may add an additional 1% to the interest rate charged on the outstanding balance for each 14 days the payment is outstanding, up to a maximum late fee of 18% (but in no event more than the maximum rate allowed by law). 

We reserve the right to limit, suspend, or terminate the Service when your payments are late. If you default on payments hereunder, you shall be responsible for all costs and expenses related to the collection of the outstanding amounts, including reasonable attorneys’ fees.

7. Permanent Hires.

7.1. Conversion Fee. 

If you wish to offer employment to a Medical Professional during or within 120 days after the Medical Professional’s services for your Facility, you shall give written notice to RnVentory of your intent to convert such Medical Professional to a direct hire and pay RnVentory a fee (the “Conversion Fee”) equal to the greater of (i) 20% of such Medical Professional’s first year annual compensation, or (ii) the applicable fee according to the following fee schedule:

$7000 (CNA)

$10,000 (LVN)

$12,000 (RN)

7.2. Payment of Conversion Fee. 

The Conversion Fee is due upon hire. RnVentory will invoice you for the Conversion Fee, and you shall pay the Conversion Fee no later than 14 days from date of invoice. Late payment of the Conversion Fee will accrue interest according to the payment terms contained in Section 6.7 (Consequences of Late Payment).

7.3. Refund of Conversion Fee. 

If the Medical Professional had worked fewer than 480 hours at the Facility prior to hire and the Medical Professional resigns or is terminated by the Facility within 90 days of the start of employment, you shall promptly give written notice to RnVentory of such resignation or termination. RnVentory shall refund the Conversion Fee on a prorated basis as follows:

Day 0-30: 100% of the Conversion Fee

Day 31-60: 50% of the Conversion Fee

Day 61-90: 30% of the Conversion Fee

RnVentory shall pay any refund required by this Section 7.3 within 14 days of receiving written notice of the resignation or termination.

8. Disclaimers; Limitation of Liability; Indemnity.

8.1. Disclaimer. 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, SAFETY, SUITABILITY, OR AVAILABILITY OF THE PLATFORM OR IT WILL BE UNINTERRUPTED OR ERROR-FREE. 

8.2. No Liability for Conduct of Third Parties. 

YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY, ITS AFFILIATES AND SUPPLIERS LIABLE, FOR THE CONDUCT OF OTHER USERS, AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH USERS RESTS ENTIRELY WITH YOU. 

8.3. No Liability for User Interactions. 

THE COMPANY, ITS AFFILIATES, AND ITS SUPPLIERS DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER; AND YOU ACKNOWLEDGE THAT THE COMPANY IS NOT ABLE TO CONTROL OR SUPERVISE YOUR INTERACTIONS OR TRANSACTIONS WITH OTHER USERS OF THE PLATFORM. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR SUCH INTERACTIONS OR TRANSACTIONS. THE COMPANY RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO (I) MONITOR ANY SUCH DISPUTE OR (II) UPON YOUR REQUEST, INTERVENE IN SUCH DISPUTE FOR THE PURPOSE OF RESOLVING THE DISPUTE, PROVIDED THAT THE COMPANY WILL NOT BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER ARISING FROM ANY MONITORING OR INTERVENTION OF SUCH ACTIVITIES. 

8.4. Quality of Medical Services. 

THE QUALITY OF MEDICAL SERVICES REQUESTED THROUGH THE USE OF THE PLATFORM IS ENTIRELY THE RESPONSIBILITY OF THE MEDICAL PROFESSIONAL WHO PROVIDES SUCH MEDICAL SERVICES. FACILITIES UNDERSTAND THAT BY USING THE SERVICE, THEY MAY BE EXPOSED TO MEDICAL SERVICES THAT ARE POTENTIALLY HARMFUL, UNSAFE, OR OTHERWISE OBJECTIONABLE, AND THAT USE OF THE MEDICAL SERVICES, AND SUCH MEDICAL PROFESSIONALS, IS AT THEIR OWN RISK. 

8.5. Limitation of Liability. 

THE COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY LOSS OR DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND THE COMPANY’S REASONABLE CONTROL. IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION RELATED TO THE PLATFORM EXCEED THE TOTAL AMOUNTS PAID BY FACILITY TO THE COMPANY IN THE 2 MONTHS IMMEDIATELY PRECEDING THE OCURRENCE OF THE FIRST EVENT GIVING RISE TO THE CLAIM UNDER THE AGREEMENT.

8.6. Indemnity. 

You agree to indemnify and hold the Company and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with your use of the Platform, your lack of authority to bind the Facility to these Terms of Service (if applicable), the breach or violation of any of these Terms of Service, or your actual or alleged violation of the rights of any third party, including any Medical Professional. For the avoidance of doubt, this indemnification provision applies to any claims that a Medical Professional was misclassified as an independent contractor, and any claims arising from or related to such misclassification. We shall have the right, in our sole discretion, to assume and fully control the defense of any or all claims or litigation to which this indemnity applies, in which event you shall cooperate fully with us in such defense and in the settlement of such claim or litigation.

9. Arbitration and Class Action Waiver.

9.1. Governing Law.

All matters relating to this Agreement, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, without giving effect to any conflict of law principles.

9.2. Dispute Resolution. 

Any action or proceeding arising out of, or related to, this Agreement or the Platform shall be brought only in a state or federal court located in the State of California, County of Los Angeles. You hereby irrevocably submit to the jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venues.

At the Company’s sole discretion, we may require any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, to be submitted to and decided by a single arbitrator by binding arbitration under the rules of the JAMS in Los Angeles County, California. The decision of the arbitrator shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction by either party. The prevailing party in the arbitration proceedings shall be awarded reasonable attorneys’ fees, expert witness costs and expenses, and all other costs and expenses incurred directly or indirectly in connection with the proceedings, unless the arbitrator shall for good cause determine otherwise.

All arbitrations shall proceed on an individual basis. You agree that you may bring claims against the Company in arbitration only in your individual capacity and in so doing you hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration (either as a named-plaintiff or class member), and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. Notwithstanding anything to the contrary under the rules of the JAMS, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

9.3. Limitation to Time to File Claims.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY WAIVED AND BARRED.

10. Miscellaneous.

10.1. Entire Agreement. 

This Facility Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

10.2. Severability. 

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

10.3. Assignment. 

You may not assign this Agreement without the Company’s prior written approval. The Company may assign this Agreement without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of the Company’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

10.4. Waiver. 

No term or provision of this Agreement will be waived, and no breach excused, unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. No waiver of any default hereunder will be deemed to be a waiver of a different or subsequent default with respect to the same or any other provision hereof.

10.5. Survival.

Upon termination of this Agreement, any provisions that by their nature should survive termination shall remain in full force and effect. This includes, without limitation, warranty disclaimers, indemnification, and limitation of liability.