RnVentory Terms of Service

These Terms of Service govern the use of the services offered by RnVentory, Inc. (the “Company”) at the Company’s website (rnventory.com the “Site”) or mobile applications. Such services, the Site and mobile applications together are herein after collectively referred to as the “Service.” Your use of the Service constitutes your acceptance of and agreement to all of the terms and conditions in these Terms of Service, the Privacy Policy (the “Privacy Policy”) available here, and your representation that you are 21 years of age or older. If you object to anything in these Terms of Service or the Privacy Policy, you are not permitted to use the Service. The Privacy Policy are incorporated by reference into these Terms of Service and these Terms of Service, the Privacy Policy are hereinafter referred to as this “Agreement.”

These Terms of Use ("Terms") govern the access and use by you of the technology, applications, websites, content, products, and services (the "Platform”)made available by RnVentory and its subsidiaries and affiliates (collectively, "RnVentory," “we” or “us”).

1. About The RnVentory Platform

  1. RnVentory offers the Platform to enable medical facilities to be connected with independent, third-party providers of medical services (“Medical Professionals"). The person receiving the Services (the “Facility”) may be you or another person for whom you have the authority to order Services. RnVentory checks the background and experience of the Medical Professionals via third party background check and primary source verifications services and other means; however, you must decide whether a Medical Professional is suited to your needs. The Services are provided solely by the Medical Professionals, and RnVentory itself does not provide or warrant the Services.

  2. Service Connects Professionals and Facilities

    The Service is a scheduling and staffing platform which facilitates the connection between Facilities and Professionals. Facilities are businesses seeking to obtain professional services (“services”) from Medical Professionals and are therefore clients of Professionals, and Professionals are individuals and/or businesses seeking to perform Jobs for Clients.

  3. Service Only Provides a Venue

    The Service is a platform for enabling connections between Users for the fulfillment of jobs, but Company is not responsible for the performance of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of users, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Users. Company does not have control over the quality, timing or legality of jobs delivered by its Professionals. Company makes no representations about the suitability, reliability, timeliness, or accuracy of the jobs requested and provided by Users identified through the Service whether in public, private, or offline interactions.


2. Our Agreement

These Terms constitute an agreement between RnVentory and you, on behalf of yourself and any Facility. Use of the RnVentory platform means the Facility & Medical professional is bound by these Terms, and every reference in these terms. You represent that you have full power and authority to agree to these Terms on your and the Facility’s behalf and to bind both of you to the Terms. RnVentory may amend the Terms from time to time by providing notice to you in accordance with Section 8. Your continued access or use of the Platform constitutes your consent to be bound by the Terms, as amended.


3. Scheduling And Payment

3.1 Scheduling Appointments

Appointments for Services with Medical Professionals can be scheduled through the RnVentory platform. Your request for Services is only accepted when you receive a confirmation of the scheduled appointment times with a Medical Professional.

3.2 Individual Appointments and/or Recurring

All Service appointments are booked on an individual basis. You may book RnVentory nurses on a recurring, regular basis, such as every day, or on certain days every week. RnVentory will automatically schedule appointments to occur on future dates indefinitely at the frequency agreed by you and RnVentory. RnVentory cannot guarantee that the same Medical Professional will be scheduled for each appointment or that appointments will not be canceled by the Medical Professional. See “Cancellation by You” for information on how to cancel appointments.

3.3 General Payment Terms

The rate per hour for a Service ("Job Rate") depends on factors, such as supply-and-demand, location, and experience level. Therefore, the same Service may cost more in a different location. You agree to keep a current credit card and /or bank account on file with RnVentory at all times. We will charge your preferred payment method according to the rates for Services published on our Platform or communicated to you by RnVentory on the RnVentory platform. All published rates are inclusive of the fees of the Medical Professionals for the Services and RnVentory’s fees for usage of the Platform (“Service Fees”). All Service Fees are due immediately upon completion of the scheduled Service appointment and you hereby authorize RnVentory to charge the preferred payment method on file following completion. We retain the right to place a hold on your credit card for an ordered or completed Service appointment. We will use third party services to process credit card or bank account information.

When supply of nurse is scarce, RnVentory will automatically extend geographical coverage for possible alternates and reach out to matching nurses from reasonable adjacent geographic location. Based on supply and demand, a 30% hourly rate increase will be added in the event of low nurse supply. You will be asked to confirm rate increase before notices are sent to available nurses from reasonable adjacent geographic location.

3.4 Incidental Expenses

Service Fees do not include any reimbursement costs or expenses associated with the Services. Payment or reimbursement arrangements for those expenses must be made between you and the Medical Professional directly. RnVentory does not reimburse expenses.

3.5 Bookings and Service Cancellations

You may cancel any job (subject to RnVentory's Cancellation policies Section 3.5b and 3.5c) online through the RnVentory Platform.

  1. Recurrent Service. When requesting a Service, Facility may have the option of choosing that the Service be repeated on a regular basis ("Recurrent Service"). For example, a Facility may choose that a nurse be scheduled every two weeks. When a Facility chooses a Recurrent Service, RnVentory will automatically schedule that Recurrent Service to occur on future dates indefinitely or at desired duration at the frequency requested by Facility. Facility's payment will be charged for the Recurrent Service upon completion of each of the Service appointments or any applicable fees in the event of cancellations. RnVentory cannot guarantee that the same Professional will be scheduled for each Recurrent Service appointment or that Recurrent Service appointments will not be canceled.

  2. Policy for Service Cancellation by Facility. RnVentory’s cancellation policy for specific Services is as follows: Facility may cancel their scheduled Service appointments through the RnVentory platform, subject to the following terms: If a Facility cancels more than 2 hours before a scheduled Service appointment, there is no cancellation fee. If a Facility cancels more than 1-hour before the scheduled start time, the Facility will be responsible for payment of four hours of service at the applicable published hourly rate plus 15%. If the Facility cancels within 0-1 hours before a scheduled Service appointment, the Facility will be responsible for payment of four hours of service at the applicable published hourly rate plus 20%. This cancellation policy applies both for one-time Service bookings and for recurring Service appointments.

    You authorize us to charge your credit card or bank account for any scheduled Service appointments that you do not cancel in accordance with this paragraph, even if the Medical Professional is unable to deliver the services due to the unavailability of or refusal by the Facility.

  3. Cancellation or Substitution by Medical Professional. If a Medical Professional is unable to make any scheduled appointment and RnVentory receives sufficient advance notification, RnVentory will make the appointment available to other Medical Professionals through the Platform. RnVentory cannot guarantee that a replacement will accept the appointment in sufficient time, and if no replacement is available, you will not be charged for the appointment. You agree to accept Services from any substitute Medical Professional in the event that the scheduled Medical Professional is unable to make the appointment.

3.6 No Refunds

No refunds or credits will be provided once your credit card has been charged, except that at our sole discretion, refunds or credits may be granted in extenuating circumstances, as a result of specific promotions, or to correct any errors we have made.


4. Your Use of The Platform

4.1 User Account

In order to use most aspects of the Services, you must register for and maintain an active personal user Services account ("Account"). You must be at least 18 years of age to obtain an Account. Account registration requires you to submit to RnVentory certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method supported by RnVentory. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by RnVentory in writing, you may only possess one Account.

4.2 Information You Provide Us

When you create an RnVentory account, you submit personal information about you and the Facility, such as name, address, mobile phone number, as well as information about the Facility that may be relevant to the Services and your failure to do so may result in adverse consequences, including the inability of the Medical Professional to provide the Services or your inability to access and use the Platform. We may provide the information you give RnVentory to any Medical Professional who provides Services to the Facility. Your usage of the Platform is subject to our Privacy Policy

4.3 Text Messaging and Telephone Calls.

You agree that RnVentory and facility may contact you by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with an RnVentory account, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any property, goods or services. You also understand that you may opt out of receiving text messages from RnVentory at any time, either by replying to the text message with the word “STOP” using the mobile device that is receiving the messages, or by contacting support@rnventory.com. If you do not choose to opt out, RnVentory may contact you as outlined in its User Privacy Statement, located at https://www.rnventory.com/privacypolicy

4.4 Network Access and Devices.

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Rnventory does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

4.5 License

Subject to your compliance with these Terms, Rnventory grants you a limited, non-exclusive, revocable, non-sub-licensable and non-transferrable license to access and use the Rnventory website and applications, and any content, information, or other materials made available through the Platform solely in connection with your personal, noncommercial use of the Platform. Any rights not expressly granted herein are reserved by Rnventory and RnVentory's licensors.

4.6 Use of the Platform

You agree to comply with all applicable laws when using the Platform, and you may only use the Platform for lawful purposes. You will not in your use of the Platform cause nuisance, annoyance, inconvenience, or property damage, whether to the Medical Professional or any other party. You will not take any of the following actions with respect to the Platform: reproduce, distribute, license, resell, copy, reverse engineer, mirror, frame, scrape, data mine, spam, access in an unauthorized manner, interfere with, or use to build competitive or similar products.

4.7 Ownership

The Platform and all associated rights are RnVentory's property or the property of RnVentory's licensors. Nothing in the Usage Policy or the Terms shall convey or grant to you any rights except for the limited license granted above.


5. Medical Professionals and Services

5.1 Engagement

  1. Professional understands and acknowledges that the list of clients that use Professionals referred by RnVentory is a legally protected trade secret, compiled through substantial efforts and expense of RnVentory, and has economic value to RnVentory. Professional agrees to keep this information in strict confidence, and hereby agrees not to use any such trade secret information to solicit any of RnVentory's clients for herself or himself or any other person, firm or corporation during Professional’s association with RnVentory.

    Professional also agrees not to use any trade secret information to solicit any of RnVentory's clients or continue to perform services for any of RnVentory's clients for a period of six months following termination of Professional’s association with RnVentory. Nothing in this provision limits Professional’s ability to accept jobs or contract with clients to provide services, other than the clients referred to Professional by RnVentory.

  2. Professional is free to sign an agreement with other referral agencies and to seek and perform work for persons not referred by RnVentory.

5.2 Worker Classification and Withholdings

COMPANY DOES NOT PERFORM MEDICAL SERVICES AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM SAID SERVICES. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.

Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Company. Each User acknowledges that Company does not, in any way, supervise, direct, or control a Professional’s work performed in any manner. Company does not set a Professional’s work hours or location of work. Company will not provide any equipment, labor or materials needed for a particular Job. Company does not provide any supervision to Users.

The RnVentory Platform is not an employment service and Company is not an employer of any User. As such, Company is not responsible for and will not be liable for any tax payments or withholding, including but not limited to unemployment insurance, social security, disability insurance or any other applicable federal or state withholdings in connection with your use of Users’ services.

You agree to indemnify, hold harmless and defend Company from any and all claims that a Professional was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that a Professional was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that Company was an employer or joint employer of a Professional, any claims under any applicable employment-related laws, such as, without limitation, those relating to employment termination, employment discrimination, harassment or retaliation, as well as, without limitation, any claims for unpaid wages, withholdings, overtime pay, failure to provide meal and rest breaks, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.

5.3 Ratings

Whenever you or the Facility is asked to provide ratings of the Medical Professional, you agree that all ratings will represent the independent, honest and genuine opinion of the person providing the rating.

5.4 CONTROL OF WORK

Professional represents that she or he has the qualifications, ability, skills and experience to perform all services to be rendered to client(s) without the advice, control or supervision of RnVentory. Professional shall be solely responsible for satisfactory performance of services to be rendered to the facility and shall receive no assistance, training, direction or control from RnVentory. Professional shall have sole discretion and control of the work and the manner in which it is performed. If Professional requires additional direction or instruction, Professional should ask facility for assistance.

5.5 ORIENTATION

RnVentory may provide Professional with a voluntary orientation session to explain how the RnVentory works, including its administrative policies and procedures.

5.6 NO BENEFITS

RnVentory is not the employer of Professional, and will not provide to Professional any employee benefits including, without limitation, Unemployment Insurance, State Disability Insurance, Social Security and Workers Compensation Benefits.

5.7 LICENSES/PERMITS

It shall be the sole responsibility of Professional to make application for and pay fees for any business licenses and/or permits, where required by state or local law, ordinance or regulation, for conducting the services to be performed by Professional.

5.8 TAXES

Because RnVentory is not the employer of Professional, RnVentory will not withhold income or employment taxes, disability insurance, social security taxes or any other deduction required of an employer. RnVentory will provide Professional with a Form 1099 at the end of each year showing all sums paid to Professional during the year. Professional shall pay, when and as due at Professional's expense and in Professional's name, any and all taxes incurred as a result of Professional's compensation including self-employment, state and federal taxes. RnVentory shall not be liable and Professional agrees to indemnify RnVentory from and against any claims, losses, costs, fees, liabilities, damages or injuries arising out of Professional's failure to pay any such taxes or to obtain any such license or permits.


6. Disclaimers; Limitation Of Liability; Indemnity

Disclaimer

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL SERVICES ARE 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. RNVENTORY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, SAFETY, SUITABILITY, OR AVAILABILITY OF THE PLATFORM OR ANY SERVICES OR THAT THEY WILL BE UNINTERRUPTED OR ERROR-FREE.

Limitation of Liability

RNVENTORY 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 OR ANY SERVICES, EVEN IF RnVentory HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RNVENTORY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND RnVentory'S REASONABLE CONTROL. IN NO EVENT SHALL RNVENTORY'S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION RELATED TO THE PLATFORM OR ANY SERVICES EXCEED FIVE HUNDRED U.S. DOLLARS (US $500). THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

Indemnity

You agree to indemnify and hold RnVentory 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, the Services, your lack of authority to bind the Facility to these Terms, the breach or violation of any of these Terms, or your violation of the rights of any third party, including any Medical Professional


7. Dispute Resolution; Arbitration

Binding Arbitration

You (Facility or Medical Professional) and RnVentory agree to resolve any dispute, controversy or claim, past, present, or future, between you and RnVentory ("Dispute") through final and binding arbitration ("Arbitration Agreement"), except those Disputes excluded below. YOU UNDERSTAND THAT NEITHER YOU OR RnVentory WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL, except as expressly excluded below. This Arbitration Agreement shall be governed by the Federal Arbitration Act and evidences a transaction involving commerce. The arbitration will be commenced and conducted before a single arbitrator under the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website (www.adr.org). Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If you are unable to pay such costs, RnVentory will pay all arbitration fees and expenses. Each party will pay the fees for his/her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The arbitrator will make a decision in writing. Additionally, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. However, the preceding sentence shall not apply to the "Waiver of Right to Participate in Class Action" described below.

Excluded Disputes

The following Disputes are excluded from this Arbitration Agreement: (1) any injunctive or other equitable relief on an individual basis in a federal or state court with respect to the actual or threatened infringement, misappropriation or violation of a party's intellectual property or proprietary rights;(2) individual claims in small claims court; or (3) any claim that an applicable federal statute expressly states cannot be arbitrated.

Waiver of Right to Participate in Class Action

You agree that any arbitration or other dispute proceedings will be limited to the Dispute between the Company and you. YOU ACKNOWLEDGE AND AGREE THAT YOU AND RnVentory ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and the Company otherwise agree, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. Regardless of anything else in this Arbitration Agreement and/or the applicable AAA Rules or AAA Consumer Rules, the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator. If this specific paragraph is held unenforceable, then the entirety of Section 7 “Dispute Resolution; Arbitration” shall be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Rules Governing Arbitration Proceeding

A party who wishes to arbitrate a Dispute covered by this Arbitration Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the Dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The location of the arbitration proceeding shall take place in the city or county where you reside, unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator's decision/award.

Severability

You, the Facility and RnVentory agree that, except as provided under “Waiver of Right to Participate in Class Action,” if any portion of this section entitled "Dispute Resolution; Arbitration " is found illegal or unenforceable, that portion will be severed and the remainder of this Section 7 will be given full force and effect.


8. General

Termination

RnVentory may immediately terminate our agreement, as evidenced by these Terms, or the offering of the Platform or any portion thereof, at any time for any reason, through notice as provided below.

Choice of Law

These Terms are governed by and construed in accordance with the laws of the State of California, U.S.A., without giving effect to any conflict of law principles.

Notice

RnVentory may give notice by means of a general notice on the RnVentory website or any application, electronic mail to your email address in your account, or by written communication sent by first class mail or pre-paid post to your address in your account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to RnVentory, with such notice deemed given when received by RnVentory, at any time by first class mail or pre-paid post to RnVentory 816 Gramercy Drive #5, Los Angeles, CA 90005.

Assignment; Construction

You may not assign these Terms without RnVentory's prior written approval. RnVentory may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of RnVentory equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall been forced to the fullest extent under law. RnVentory's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by RnVentory in writing.