By registering an account with Freelance Clinician, the Health Care Facility (“HCF” or “you”), agrees to the terms and conditions of the following User Agreement, and further agree to use the Freelance Clinician invoicing and payment system to pay on any contract secured through use of Freelance Clinician services.

USER AGREEMENT 
Introduction

This User Agreement, the Privacy Policy [1] and all terms, conditions and procedures posted on our site set out the terms on which Freelance Clinician offers you access to and use of our site and services. You agree to comply with all the above when accessing and using our Services.

The entity you are contracting with is Liberation Medical Systems, Inc., 109 Sea Grape Road, Melbourne Beach, Florida 32951 (referred to as "Freelance Clinician"; "us"; "we" or “Liberation Medical”).

This User Agreement is effective when you register an account with Freelance Clinician. If you do not accept the terms and conditions of the User Agreement and all incorporated terms, do not register an account on this website.

About Freelance Clinician

Freelance Clinician is an internet platform that allows contract medical professionals (as independent contractors) and health care facilities to connect with each other and to negotiate and create medical service contracts. Freelance Clinician is not a staffing agency and does not directly introduce contract medical professionals to healthcare facilities. Rather, Freelance Clinician enables contract medical professionals to identify and determine the suitability of healthcare facilities for themselves and healthcare facilities to identify and determine the suitability of contract medical professionals for themselves. Freelance Clinician does not offer employment nor act as an employer, any actual employment contract for medical services that results from use of Freelance Clinician is directly between the contract medical professional and the health care facility.

Freelance Clinician takes measures to validate the information given to Freelance Clinician by contract medical professionals and health care facilities during the registration process. However, Freelance Clinician does not and cannot guarantee the truth or accuracy of the information posted by the medical professional or the jobs posted by healthcare facilities; the ability of healthcare facilities to offer contract employment; the ability of contract medical professionals to perform the services upon which they may bid; that a health care facility will pay submitted invoices in a timely manner; or that a contract medical professional or healthcare HCF will actually enter into or complete a contract.

Freelance Clinician may share information submitted by contract medical professionals and health care facilities to other users of the website; such information is based solely on that which is provided by the contract medical professional or health care facility. The User is solely liable for verifying any information upon which it relies when making or accepting an employment offer.

NO AGENCY, PARTNERSHIP, JOINT VENTURE, EMPLOYEE-EMPLOYER OR FRANCHISER-FRANCHISEE RELATIONSHIP IS INTENDED OR CREATED BETWEEN FREELANCE CLINICIAN AND THE USER BY THIS USER AGREEMENT.

Fees

You agree that Freelance Clinician shall be entitled to receive a fee for your use of its website services in the event you submit a Job Posting, receive Bids from Contract Medical Professionals (“CMP”) and enter into a Medical Services Agreement (MSA) with regard to such Job Posting and Bid. So that Freelance Clinician can deduct its fees, you agree to make payment on all invoices submitted pursuant to such MSA through the Freelance Clinician invoicing and payment system. We may change our fees from time to time by posting the changes on the Freelance Clinician site; however, no change in our fee structure will be effective on prior existing contracts between a HCF and CMP.

Exclusivity

For a period of nine (9) months from the date a CMP submits a Bid on your Job Posting, you agree to use Freelance Clinician services as your exclusive method to enter into and pay compensation for any work agreement with such CMP, whether related to the Job Posting or any other employment position. You and the CMP may agree to opt out of this obligation by paying an “Opt-Out Fee.” The “Opt-Out Fee” is equal to 5% of the annual salary, as identified by a search on “Salary.com”, for the specific discipline and venue of clinical practice of the CMP you employ outside the Freelance Clinician system.

Freelance Clinician Not a Staffing Agency

Freelance Clinician is not a staffing agency. Freelance Clinician does not control, influence or represent either the HCF or the CMP. Job postings, bid proposals, screening selections, contract discussions, performance of CMP services and HCF compensation for services rendered are solely and exclusively the responsibility and under the direction and control of the respective CMPs and HCFS.

Healthcare Facility (HCF)

If you are a Health Care Facility, you hereby agree to comply with the following terms for use of Freelance Clinician Services by Health Care Facilities:

1. HCF and the individual completing the registration represent and warrant that the registration information you provide is accurate and truthful and the individual completing the registration has full authority to contract on behalf of and to bind the HCF to this User Agreement, and all incorporated terms and conditions.
2. HCF grants Freelance Clinician permission to validate the information provided during HCF registration, including by telephone call to HCF representatives, whether or not listed in the registration.
3. HCF, through its agents or employees, will have access to and will utilize the Freelance Clinician website to post bona fide health care positions (Job Posts) and to recruit and contract with Contract Medical Professionals (CMP) who are registered on the website only after the HCF account has been validated by Freelance Clinician. For validation of your account, HCF will provide the following:

Full HCF company name and physical address
HCF contact person’s full name, title, phone number, and email address
HCF Company EIN

4. HCF understands and agrees that when the HCF registers an account withFreelance Clinician the Freelance Clinician website will create a HCF Profile that will contain all information submitted by HCF, except the Company EIN and payment processing account information. The HCF Profile will be viewable by a CMP when the HCF opens a bid put forth by that CMP. By opening a bid put forth by a CMP, HCF expressly grants permission to Freelance Clinician to make its HCF Profile viewable by the CMP. Job Posts submitted by HCF will be viewable by the general public and will contain only basic job information and requirements and the following non-identifying information about the HCF:

Location by city and state.
Type of facility (e.g., hospital, physician’s office, nursing home)

5. When using the website, recruiting and contacting CMPs, and posting job opportunities, HCF agrees to the following:

a. HCF shall post only bona fide health care positions for which contract employment is actually available, either at the time of posting or within the time period specified in the post.
b. HCF may solicit bids from or recruit registered CMPs only for those HC positions the HCF has posted and which are current.
c. HCF understands and agrees that once a health care position has been posted, basic, non-identifying information about the position will be viewable to the general public. Full job information will be viewable only by CMPs that submit a bid on the posting and that bid has been opened for review by you. A CMP may not bid on any position until they have submitted documentation to verify the CMP meets the minimum standards for practice in the CMP’s respective health care field and their personal identity has been validated. Notwithstanding the foregoing statement, HCF understands and agrees that Freelance Clinician does not warrant the credentials or otherwise guarantee the professional qualifications of any CMP registered on the website or bidding on the job posting. 
d. HCF understands and agrees that Freelance Clinician does not employ the CMPs, but that the CMPs are to be considered self-employed contract medical service providers. HCF understands and agrees that the health care positions posted (Job Posts) by HCFs will be viewable to the general public on the website. Freelance Clinician has no control over CMP’s Bid decisions and cannot guarantee that any CMP who Bids on Jobs posted by you on the Freelance Clinician website will be available to you or any other HCF. 
e. You agree that should a CMP Bid on a Job Post placed by you, or you otherwise wish to employ a CMP’s services after identifying said CMP through your use of Freelance Clinician, you will utilize the Freelance Clinician System to execute a Medical Service Agreement (MSA) provided therein, to which Freelance Clinician will be a third-party beneficiary.
f. HCF understands and agrees that all bids submitted by CMPs on HCF Job Postings are non-binding bids subject to further discussion and interviews between you and the CMP. You are encouraged to undertake or transcribe your discussion(s) through the Freelance Clinician dashboard message system; however, no changes to the MSA can be made except as provided therein. This MSA will be a binding contract upon execution by both HCF and CMP.
g. When HCF opens a bid submitted by a CMP on a Job Posting, HCF shall have access to the information submitted by that CMP’s registration of their account (their Level 2 profile), excluding their payment processing account information. Once the CMP’s Level 2 profile information is revealed to you, the CMP will also have access to your HCF Profile, excluding your EIN and payment processing account information. Throughout the discussion and interview process and through the full term of an active MSA contract, the platform will allow both you and the CMP to review these documents and request further documentation as necessary for execution or continuation of the contract. HCF agrees that it will not provide CMP’s information to any third party without CMP’s express consent.
h. In the event HCF and CMP execute an MSA for a posted health care position and the CMP begins services pursuant to the MSA, HCF agrees to remit payment on the CMP’s invoice, only and exclusively, through the Freelance Clinician invoicing and payment system. Freelance Clinician utilizes a third-party payment service to process the payment of CMP invoices. It is Freelance Clinician’s goal that any such service will process payments as they are received and that any delay between transmittal of payment by the HCF and remittance of payment to CMP will be minimal. Notwithstanding said goal, Freelance Clinician shall not be liable for any delay between transmittal and remittance that is beyond its control. Your payment processing account information (other than your account number) will remain confidential between you and the payment processing service and will not be available to Freelance Clinician nor shared with the CMP.
i. If, after completion of an MSA, you and CMP desire to extend the duration of the existing MSA Contract Term, you agree to update the agreed-upon MSA contract extension Term (as defined therein) using the Freelance Clinician Platform and you further agree to continue to use the Freelance Clinician invoicing and payment system under the extended MSA contract Term (as defined therein).
j. If, at any time during the MSA Contract Term or within 9 months after the termination of the MSA, HCF and CMP enter into a permanent employment arrangement, you agree that Freelance Clinician shall be entitled to receive a fee equal to 5% of CMP’s gross annual salary. HCF shall notify Freelance Clinician of the conversion to permanent employment and the agreed upon annual salary and HCF shall remit payment of Freelance Clinician’s fee within 14 days of the effective date of such conversion. 
k. HCF agrees that it will use the Freelance Clinician services in good faith, that it will not attempt to circumvent the Freelance Clinician platform and that HCF will not hire or contract with any CMP it identifies through the use of the Freelance Clinician website outside the Freelance Clinician platform; nor will HCF encourage, induce or otherwise facilitate CMP to do so. 
l. HCF agrees that HCF will not contact nor employ any CMP that bids on its job postings for 9 months after the date of any such bid, except through Freelance Clinician unless HCF elects to pay the “Opt-Out Fee” related to the employment of such CMP. 
m. HCF agrees that it will not accept, report or approve any invoice or “Opt-Out Fee” in an amount lower than that actually agreed between HCF and the respective CMP.
n. HCF agrees to notify Freelance Clinician immediately if another person improperly contacts you or suggests making or receiving payments outside the Freelance Clinician invoicing and payment system. 
o. HCF understands and agrees that the MSA, as provided on the contract discussion platform is intended as a contract for independent contractor services. Freelance Clinician cannot guarantee that the services as provided by the CMP or required to be performed by the HCF will continue to comply with all applicable laws, rules and regulation pertaining to the employment relationship and, therefore, HCF shall rely on its own legal advice with regard to the employment relationship created by the MSA. Freelance Clinician specifically disclaims any liability for the determination of CMP’s status as an independent contractor and shall not be liable to HCF or CMP for any employment related taxes, back taxes, fines and penalties that may be incurred pursuant to CMP’s employment by HCF.

Rating and Feedback System

By registering an account with Freelance Clinician you agree to the use by you, CMPs and other Users of the Liberation Rating and Feedback System, as follows:

1. You may use the Rating and Feedback System to provide objective balanced feedback about the CMPs with whom you have transacted. 
2. You agree to be rated by CMPs along several criteria, as determined by Freelance Clinician.
3. You acknowledge and agree that the Rating and Feedback System may contain public feedback from CMPs with whom you have transacted. You acknowledge that feedback results for you may consist of comments and ratings left by CMPs and that Freelance Clinician may calculate a composite feedback number based on these individual ratings.
4. You understand and agree that Freelance Clinician does not monitor or censor the ratings made by CMPs, nor does it investigate any remarks posted for accuracy or reliability unless you or another User brings the posting to Freelance Clinician’s attention.
5. You may be held legally responsible for damages suffered by other Freelance Clinician Users or third parties as a result of your remarks if a court finds that your remarks are legally actionable or defamatory. Freelance Clinician is not responsible for any feedback or comments posted or made available through the Rating and Feedback System by any Users or third parties, even if that information is defamatory or otherwise legally actionable.
6. You agree not to take any actions that undermine the integrity of the feedback system, including but not limited to the following:

a. Leaving feedback for yourself using a different account.
b. Leaving fake or inaccurate feedback for another Freelance Clinician user.
c. Soliciting other Freelance Clinician users to leave fake or inaccurate feedback.
d. Threatening to leave negative feedback to induce another User to perform a task not required by the User Agreement or MSA.
e. Withholding invoice payments required by an MSA to induce a CMP to leave positive feedback or no feedback.
f. Feedback solicitation such as trading feedback undeservedly or buying feedback.

7. You agree to report violations or abuses of our rating and feedback system immediately to Freelance Clinician.

Abuse of Freelance Clinician Services

You agree that HCF will not abuse the website or services provided by Freelance Clinician, that you will not post any content to mislead or harm other Users or to interfere with the services provided by Freelance Clinician. Without limited the foregoing promise, you specifically agree that you will NOT:

1. post a false or misleading job position nor upload inappropriate or misleading content to your profile pages;
2. breach or circumvent our systems, policies, or determinations of your account status;
3. use our Services if you are not able to form legally binding contracts on behalf of the HCF;
4. manipulate the bidding for any job posting or interfere with other user's listings;
5. take any action that may undermine the feedback or ratings systems;
6. transfer your Freelance Clinician account and user ID to another party without our consent;
7. distribute viruses or any other technologies that may harm Freelance Clinician, or the interests or property of Freelance Clinician users;
8. use any robot, spider, scraper or other automated means to access our Services for any purpose;
9. bypass our robot exclusion headers, interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure;
10. export or re-export any Freelance Clinician application or tool except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
11. copy or reproduce any content on the Freelance Clinician website, except for your own use in relation to the services provided thereby;
12. copy, reproduce, reverse engineer, modify, create derivative works from the Freelance Clinician website, services and applications;
13. commercialize any Freelance Clinician application or any information or software associated with such application;
14. harvest or otherwise collect information about users, including email addresses, without their consent; or
15. access or use the website for any reason in competition with Freelance Clinician.

We may cancel non-validated accounts or accounts that have been inactive for a long time. We may modify or discontinue our Services.

Account Suspension

Without limiting other remedies we may have, we reserve the right to limit, suspend, or terminate our services and your user account if:

1. we think that you are creating problems or possible legal liabilities for Freelance Clinician or another user of our services;
2. we think that you are infringing the rights of third parties;
3. we think that you are acting inconsistently with any provision of this User Agreement or our policies;
4. we are unable to validate the information you provide us in setting up your user profile or we otherwise determine that you have misrepresented your credentials;
5. we determine that you have or have attempted to circumvent payment of the fees due for our Services pursuant to the fees and invoicing schedules, as published on this site on the date you open a bid on a job posting or execute any MSA.

Copyright

To the extent that any content you post on the Freelance Clinician website is protected by copyright or trademark, you expressly grant to Freelance Clinician a non-exclusive, irrevocable right to exercise such rights as you own for the content on the Freelance Clinician website or in other venues promoting Freelance Clinician services, in any media known now or in the future.

You represent and warrant that you shall neither post nor provide any content on the Freelance Clinician website that infringes on the intellectual property rights of any other person or entity.

Authorization to Contact You

You agree to receive calls from Freelance Clinician at any of the telephone numbers (including mobile telephone numbers) that we have collected for you, including telephone numbers you have provided us, or that we have obtained from third parties or collected by our own efforts. If the telephone number that we have collected is a mobile telephone number, you consent to receive SMS or other text messages at that number. Standard telephone minute and text charges may apply if we contact you at a mobile number or device. You agree we may contact you at the telephone numbers we have in our records for reasons relating to your account or your use of our Services or as authorized by applicable law

You agree that Freelance Clinician can share your telephone numbers with our service providers to assist us in pursuing our rights or performing our obligations under this User Agreement or any other agreement we may have with you. These service providers may contact you using autodialed or prerecorded messages calls and/or SMS or other text messages only as authorized by us to carry out our purposes as authorized by our agreement with you, and not for their own purposes.

We will not share any of your personal information with non-affiliated third parties for their purposes without your explicit consent.

Disclaimer of Warranties; Limitation of Liability

We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Bid updates, job postings and other notification functionality in Freelance Clinician's applications may not occur in real time. Such functionality is subject to delays beyond Freelance Clinician's control.

You agree that you are making use of our Services at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In addition, to the extent permitted by applicable law, Freelance Clinician is not liable, and you agree not to hold Freelance Clinician responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:

1. your use of or your inability to use our Services;
2. delays or disruptions in our Services;
3. viruses or other malicious software obtained by accessing, or linking to, our Services;
4. glitches, bugs, errors, or inaccuracies of any kind in our Services;
5. damage to your hardware device from the use of any Freelance Clinician Service;
6. the content, actions, or inactions of third parties; or
7. a suspension or other action taken with respect to your account for breach of the Abusing Freelance Clinician section above.

REGARDLESS OF THE PREVIOUS PARAGRAPHS, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE LESSER OF (A) THE AMOUNT OF FREELANCE CLINICIAN’S FEES WHICH WERE PAID TO FREELANCE CLINICIAN DURING THE APPLICABLE MSA CONTRACT TERM PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY OR (B) $2,000.00.

Release and Indemnity

If you have a dispute with one or more other Users, whether an HCF or CMP, you release Freelance Clinician from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

You will indemnify and hold Freelance Clinician harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach this User Agreement or a Medical Services Agreement, your improper use of Freelance Clinician's Services or your breach of any law or the rights of a third party.

Legal Disputes

You and Freelance Clinician agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this User Agreement, or your use of or access to Freelance Clinicians site, services and applications will be resolved in accordance with the provisions set forth in this Legal Disputes Section. You agree that the laws of the State of Florida, without regard to principles of conflict of laws, will govern the User Agreement and any claim or dispute that has arisen or may arise between you and Freelance Clinician, except as otherwise stated in the User Agreement.

You further agree that any claim or dispute that has arisen or may arise between you and Freelance Clinician must be resolved exclusively by a state or federal court located in Brevard County, Florida. You and Freelance Clinician agree to submit to the personal jurisdiction of the courts located within Brevard County, Florida for the purpose of litigating all such claims or disputes.

Amendment

We may amend this User Agreement at any time by posting the amended terms in the applicable section of the website. In addition, we will notify all registered users through the user’s dashboard message center. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. Except as stated otherwise in this User Agreement or elsewhere, all amended terms shall be effective immediately, except that no amendment will affect prior existing MSAs between the CMP and HCF without the agreement of all parties to such MSA.

Survival

The following Sections survive any termination of this User Agreement: Fees, Disclaimer of Warranties; Limitation of Liability; Indemnity, and Legal Disputes.

Miscellaneous

If any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions. In our sole discretion, we may assign this User Agreement, by providing notice of such assignment in accordance with the Notices Section.

Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.