By registering an account with Freelance Clinician, the Contract Medical Professional (“CMP” or “you”), agrees to the terms and conditions of the following User Agreement, and further agrees to use the Freelance Clinician invoicing and payment system to be paid on any contract secured through use of Freelance Clinician 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 either contract medical professional or 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 professionals 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 facility 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.
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 Bid on a Health Care Facility (HCF) Job Posting 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 submit all invoices and receive all payments 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.
For a period of nine (9) months from the date you submit a Bid on a HCF Job Posting, you agree to use Freelance Clinician services as your exclusive method to enter into and receive compensation for any work agreement with such HCF, whether related to the Job Posting or any other employment position. You and the HCF may agree to opt out of this obligation with payment of 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 for which you are engaged by the HCF.
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 or the respective CMPs and HCFS.
Contract Medical Professionals
If you are a Contract Medical Professional you agree to comply with the following terms for use of Freelance Clinician Services by Contract Medical Professionals:
1. You hereby represent and warrant that all registration information you provide is accurate and truthful, you have full authority to contract on behalf of and to bind the CMP and the CMP’s business (however formed) to the User Agreement, and all incorporated terms and conditions, including but not limited to these Terms.
2. You hereby grant Freelance Clinician permission to validate the information provided during CMP registration, including without, limitation, your full legal name and address, your identity, and the status of your professional licenses and other credentials.
3. You will be allowed to bid on job postings only after Freelance Clinician has validated your personal identity and that your credentials meet the minimum standards for practice in your respective health field. For validation, CMP will document and complete or provide clearly legible images of the following to the platform:
Active, unrestricted professional license
Completed and Attested Background Information
Your desired location of work
Your highest academic degree achieved
Your dates of availability
Your full name, date of birth, phone number and address
4. CMP understands and agrees that when the CMP registers an account with Freelance Clinician, the Freelance Clinician website will create two CMP profiles: a Level 1 profile that will be viewable by the general public and a Level 2 profile that will be viewable only by a registered HCF that has opened a Bid you submitted in response to that HCF’s Job Posting.
A Level 1 profile contains only the following non-identifying information about the CMP:
Licensed professional field
Board certification (if applicable)
Highest academic degree achieved
Years of professional experience in respective field
Your desired location of work
Completed skills checklist
Your Feedback Ranking, if any
Your date(s) of availability
The Level 2 profile contains all information submitted by CMP, except payment processing account information. When CMP submits a bid on a Job Post put forth by a HCF, CMP expressly grants permission to Freelance Clinician to make its Level 2 profile viewable by the HCF, if and when the HCF opens that Bid.
5. You understand and agree that the health care positions posted by HCFs will be viewable to all Users on the website. Freelance Clinician has no control over HCF hiring decisions and cannot guarantee that any health care position posted on the Freelance Clinician website will be available to you or any other CMP.
6. You understand and agree that all bids submitted by you on posted jobs are non-binding bids subject to further discussion and interviews between you and the HCF. 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. The MSA will be a binding contract upon execution by both HCF and CMP.
7. You agree that should a HCF accept a bid placed by you on a posted health care position, or otherwise recruit your services after identifying you through use of Freelance Clinician, and you wish to enter into an employment relationship with said HCF, 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.
8. You understand and agree that after you submit a bid on a HCF Job Posting, and the HCF that posted that Job Posting opens your Bid, that HCF shall have access to your Level 2 profile, excluding your payment processing account information. Once your Level 2 profile information is revealed to the HCF that opened your Bid, you will also have access to the Level 2 profile of that HCF. Throughout the contract discussion process, the platform will allow both you and HCF to review these documents and request further documentation as necessary for execution of the contract.
9. In the event you and HCF agree to terms for a posted HC position and you provide services pursuant to the MSA, you agree to submit regular invoices for payment of your compensation (as set forth in the MSA) only and exclusively through the Freelance Clinician invoicing and payment system. Freelance Clinician utilizes a third-party payment processing service for receipt of HCF payments. Upon receipt of a payment from a HCF on a CMP invoice, the payment processing service will remit payment to your payment processing account and then deduct from your account Freelance Clinician’s service fee. You hereby authorize and agree to execute any other authorization necessary to allow the payment processing service selected by Freelance Clinician to accept payment on the invoices, remit payment to your account and deduct therefrom Freelance Clinician’s service fee.
10. You understand and agree that Freelance Clinician is not your employer, that Freelance Clinician does not and cannot guarantee that any HCF with which you may contract will timely pay invoices pursuant to the terms of your MSA. Freelance Clinician will be liable to you only for payment actually remitted by the HCF through the Freelance Clinician invoicing and payment system, and then only for the amount actually remitted, less Freelance Clinician’s service fee. Although Freelance Clinician may, at its option, pursue either or both you and HCF to enforce the payment of its fees, you will be solely responsible for pursuing the HCF for any non-payment or underpayment of your compensation.
11. 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 the 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 HCF.
12. If, after completion of a MSA, you and HCF desire to extend the duration of the existing MSA Contract Term, you agree to update the agreed-upon MSA contract extension Term using the Freelance Clinician Platform and you further agree to continue to use the Freelance Clinician invoicing and payment system for the extended MSA contract Term.
13. If, at any time during any MSA Contract Term or within 9 months after the termination of the MSA, you and HCF enter into a permanent employment arrangement, you agree that Freelance Clinician shall be entitled to a fee equal to 5% of your gross annual salary, payable by the HCF identified on the MSA. You agree to notify Freelance Clinician of the conversion to permanent employment and the agreed upon annual salary, within 14 days of the effective date of such conversion.
14. You agree that you will use the Freelance Clinician services in good faith, that you will not attempt to circumvent the Freelance Clinician platform and that you will not contract with any HCF that you identify through use of the Freelance Clinician website outside the Freelance Clinician platform in order to avoid payment of Freelance Clinician’s fees for services.
15. You agree that you will not seek employment with any HCF that you identify through use of the Freelance Clinician Site for nine (9) months after the date you submit a Bid except through Freelance Clinician, unless you and the HCF agree to the payment of an “Opt-Out Fee”.
16. You agree that you will not submit or report any invoice or “Opt-Out Fee” in an amount lower than that actually agreed to by you and the HCF.
17. You agree that you will notify Freelance Clinician immediately if another person improperly contacts you or suggests making or receiving payments outside the Freelance Clinician invoicing and payment system.
18. You understand and agree that the MSA, as provided on the Freelance Clinician Site, is intended as a contract for independent contractor services. Freelance Clinician cannot guarantee that the services as provided by you 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, you shall rely on legal advice of your own attorney with regard to the employment relationship created by the MSA. Freelance Clinician specifically disclaims any liability for the determination of your status as an independent contractor and shall not be liable to you or the HCF for any employment related taxes, back taxes, fines or penalties that may be incurred pursuant to your employment by HCF.
Rating and Feedback System
By registering an account with Freelance Clinician you agree to the use by you, HCFs and other Users of the Freelance Clinician Rating and Feedback System, as follows:
1. You may use the Rating and Feedback System to provide objective balanced feedback about the HCFs with whom you have transacted.
2. You agree to be rated by HCFs along several criteria, as determined by Freelance Clinician.
3. You acknowledge and agree that the Rating and Feedback System may contain public feedback from HCFs with whom you and other Users have transacted. You acknowledge that feedback results for you may consist of comments and ratings left by HCFs 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 HCFS and other Users, 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. 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 you 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 limiting the foregoing promise, you specifically agree that you will NOT:
1. post a false or misleading resume of your professional qualifications 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 yourself or your business entity;
4. manipulate the bidding for any job posting nor interfere with other user's bids or job postings;
5. take any action that may undermine or abuse 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 unvalidated accounts or accounts that have been inactive for a long time. We may modify or discontinue our Services.
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; or
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 bid on a job posting or execute any MSA.
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.
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 Clinician's 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.
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.
The following Sections survive any termination of this User Agreement: Fees, Disclaimer of Warranties; Limitation of Liability; Indemnity, and Legal Disputes.
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.