Effective: May 16, 2018
Subject to the conditions set forth herein, Enzyme may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site and will provide reasonable advance notice of any amendment that includes a Substantial Change. If the Substantial Change includes an increase to Fees charged by Enzyme, Enzyme will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”).
Your continued use of the Site or the Site Services after the Effective Date of a revised version of this Agreement or of any other Terms of Service constitutes your acceptance of and agreement to be bound by the Terms of Service as revised. In the event of a conflict between this Agreement and the other Terms of Service, this Agreement will control unless the other Agreement explicitly states that it controls. Capitalized terms are defined throughout this Agreement and in Section 23 (Definitions).
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 21.4 OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY , YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY .
1. DIGITAL SIGNATURE
By registering for an Enzyme account on the Site (an “Account”), or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Agreement and the other Terms of Service electronically, effective on the date you register your Account or click to accept the Terms of Service, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, the other Terms of Service, and any amendments.
2. CONSENT TO USE ELECTRONIC RECORDS
In connection with the Terms of Service, you may be entitled to receive certain records from Enzyme or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
2.1 YOUR CONSENT AND YOUR RIGHT TO WITHDRAW CONSENT
By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under the Terms of Service that we or our Affiliates would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via the U.S. Postal Service and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting Customer Support. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Site and the Site Services, and you will no longer be permitted to use the Site or the Site Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.
2.2 KEEPING YOUR ADDRESS AND EMAIL ADDRESS CURRENT WITH US
In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account information on the Site or by contacting Customer Support. In addition, so that we may communicate with you via the U.S. Postal Service and other third-party mail services, you agree to notify us immediately of any change in your address.
2.3 HARDWARE AND SOFTWARE YOU WILL NEED TO USE THE SITE SERVICES FOR YOUR BUSINESS
To access and retain the records and notices we provide to you electronically, you will need: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac; (c) a connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Users utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as the Current Version of Adobe Acrobat Reader; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By “Current Version”, we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically. By accepting and agreeing to this Agreement and the other Terms of Service electronically, you represent that (x) you have read and understand the above consent to receive records and notices electronically; (y) you satisfy the minimum hardware and software requirements specified above; and (z) your consent will remain in effect until you withdraw your consent as specified above.
3. ENZYME ACCOUNTS
3.1 ACCOUNT ELIGIBILITY
To use the Site and certain Site Services, you must register for an Account. Enzyme offers the Site and Site Services for your business purposes only, and not for personal, household, or consumer use. To use the Site and Site Services, you must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity) and further represent that you intend to use the Site and Site Services for your business purposes only, unless you use the Site and Site Services solely as an employee of a Company. You understand that you must comply with any licensing or registration requirements with respect to your business, and you represent that you comply with all such requirements. To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the other Terms of Service; (b) be financially responsible for your use of the Site and the purchase or delivery of Clinician Services; and (c) perform your obligations as specified by any Service Contract that you enter into, unless such obligations are prohibited by applicable law or the Terms of Service. Enzyme reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms of Service, or for any other reason or no reason in Enzyme’s sole discretion. You represent that you are not: (x) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (y) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (z) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services.
3.2 ACCOUNT REGISTRATION; PROFILE
By registering for an account, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. If you are a Clinician, unless you use the Site solely as an employee of a Company; you represent and warrant that you use your Profile to market your business to others for the purpose of entering into independent contractor relationships with other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide and to correct any information about your location, your business, your skills, or the services your business provides that is or becomes false or misleading. You agree not to register for more than one Client Account and one Clinician Account without express written permission from us. You agree not to ask or allow another person to create an Account on your behalf, for your use, or for your benefit.
3.3 IDENTITY VERIFICATION
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business on Enzyme, if it is a separate legal entity. You authorize Enzyme, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business.
3.4 USERNAMES AND PASSWORDS
When you register for an Account, you will be asked to choose a username and password for the Account. Each User and Account Administrator will also be asked to choose the initial username and password for any Company Account that is added to the Account (and can change the password for the Company Account at any time). You are entirely responsible for safeguarding and maintaining the confidentiality of your Account Account username and password. You authorize Enzyme to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password or the password of any User of your Account (or any related Company Account). You further agree not to use any username, or password of another User of the Site that you are not authorized to use, and not to allow others who are not authorized to do so to use your Account at any time.
3.5 MARKETPLACE FEEDBACK
You acknowledge and agree that feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Enzyme post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score (“JSS”), if any, will consist of comments, ratings, indicators of User satisfaction, and other feedback left by other Users. You further acknowledge and agree that Enzyme will make feedback results available to other marketplace Users, including composite or compiled feedback. Enzyme provides this feedback system as a means through which Users can share their opinions publicly and Enzyme does not monitor or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any JSS relate only to the business advertised in the Clinician Profile and not to any individual person. You agree not to use the JSS to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User. Enzyme does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Enzyme do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. Enzyme is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Enzyme reserves the right (but is under no obligation) to remove posted feedback or information that, in Enzyme’s sole judgment, violates the Terms of Service or negatively affects our marketplace. You acknowledge and agree that you will notify Enzyme of any error or inaccurate statement in your feedback results, including the JSS, and that if you do not do so, Enzyme may rely on the accuracy of such information.
4. PURPOSE OF THE SITE AND SITE SERVICES
The Site is a marketplace where Clients and Clinicians can identify each other and advertise, buy, and sell Clinician Services online. Subject to the Terms of Service, Enzyme provides the Site Services to Users, including hosting and maintaining the Site, enabling the formation of Service Contracts, and coordinating disputes related to those Service Contracts. If Users agree on terms for Clinician Services, a Service Contract is formed directly between such Users, subject to the provisions set forth in Section 5 (Contractual Relationship Between Client and Clinician), unless you are enrolled in Enzyme Payroll. When a User enters a Service Contract, the User uses the Site to engage, communicate, invoice and pay online.
5. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND CLINICIAN
5.1 SERVICE CONTRACTS
Unless you use the services described in the Enzyme Payroll Agreement (such services, “Enzyme Payroll”), you acknowledge and agree that a Service Contract is determined by the Client and the Clinician and do not expand Enzyme’s obligations or restrict Enzyme’s rights under the Terms of Service or the terms in Section 8 (Service Contract Terms), unless other terms are agreed to by the parties, to the extent that the provisions do not, and do not purport to, expand Enzyme’s obligations or restrict Enzyme’s rights under the Terms of Service; and/or any other contractual provisions accepted by both the Client and the Clinician, to the extent that the provisions do not, and do not purport to, expand Enzyme’s obligations or restrict Enzyme’s rights under the Terms of Service. You acknowledge and agree that Enzyme is not a party to any Service Contracts, and that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Enzyme and any Clinician.
6. PAYMENT TERMS
6.1 SERVICE FEE
The fees to use the Site and Site Services are paid solely by the Clinician. When a Client pays a Clinician, or when funds related to an Engagement are otherwise released to a Clinician as required by the applicable Escrow Instructions, Enzyme Escrow will credit the Clinician Escrow Account for the full amount paid or released, and then subtract and disburse to Enzyme a service fee in the amount specified in the Enzyme Fee and ACH Authorization Agreement (the “Service Fee”). Clinician agrees to pay Enzyme the Service Fee for using the Site’s communication, invoicing, dispute resolution and payment services, including Payment Protection.
6.2 MEMBERSHIP FEES
Clinicians will subscribe to different levels of participation and privileges on the Site, by payment of subscription fees as described in and subject to the terms of the Clinician Membership Agreement, as may be revised from time to time upon such notice as may be appropriate.
6.3 NO FEE FOR INTRODUCING OR FOR FINDING ENGAGEMENTS
Enzyme does not introduce Clients to Clinicians and does not help Clinicians secure Engagements. Enzyme merely makes the Site Services available to enable Clinicians to do so themselves. Therefore, Enzyme does not charge a fee when a Clinician finds a suitable Client or finds an Engagement. However, a Client and a Clinician are obligated to use the Site to pay and receive payment for their work together if they identified each other through the Site, as detailed in Section 7 (Non-Circumvention), below. In addition, Enzyme does not charge any fee or dues for posting public feedback and composite or compiled feedback, including JSS.
6.4 DISBURSEMENTS TO CLINICIANS
Under the relevant Escrow Instructions, Enzyme Escrow disburses funds that are payable to a Clinician for the Engagement (less any applicable Enzyme fees) to Clinicians within 90 days after the Clinician Fees are due and payable from Client (or for amounts less than $100, within 180 days after the Clinician Fees are due and payable from Client). Clinician agrees that it will not receive interest or other earnings on the funds held by Enzyme Escrow prior to disbursement to Clinician. For Hourly Contracts, funds become payable to Clinicians following the expiration of the dispute period and the security period, unless the Client has any Engagement using Enzyme Payroll, in which case there is no dispute period or security period. For Fixed-Price Contracts, the Clinician Fees become payable to Clinicians following the expiration of the security period, unless the Client has any Engagement using Enzyme Payroll in which case there is no security period. The security period begins after Client accepts and approves work submitted by Clinician by clicking the Make a Payment button. Enzyme, Enzyme Escrow, and Elance Limited may, in their sole discretion, deviate from the typical billing cycle for Hourly Contracts and charge the Client for any and all Time Logs at any time. To the extent the Escrow Instructions are inconsistent with this paragraph, the Escrow Instructions govern. Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or the Terms of Service, Enzyme Escrow may hold the disbursement of the Clinician Fees. Additionally, Enzyme Escrow may also hold the disbursement of the Clinician Fees if: (a) we require additional information, such as Clinician’s tax information, government-issued identification, address, or date of birth; (b) we have reason to believe the Clinician Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under a Service Contract, this Agreement, or other Terms of Service; (e) we deem it necessary in connection with any investigation; or (f) required by applicable law. In cases of fraud, abuse, or violation of the Terms of Service, Enzyme reserves the right to revoke any payments and instruct Enzyme Escrow to (and Enzyme Escrow will have the right to) hold and reclaim from Enzyme Escrow all Clinician Fees due to Clinician (not just the Clinician Fees from the Service Contract(s) under investigation) unless prohibited by applicable law. In addition, we reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Engagement; if we discover erroneous or duplicate transactions; or if we have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Clinician. You agree that we have the right to obtain such reimbursement by instructing Enzyme Escrow to (and Enzyme Escrow will have the right to) charge an applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks is cause for termination of the applicable Escrow Account and revocation of your access to the Site.
If Client fails to pay the Clinician Fees or any other amounts due under the Terms of Service, whether by canceling Client’s credit or debit card, initiating an improper chargeback, or any other means, Enzyme may suspend or close Client’s Account and revoke Client’s access to the Site, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Clinician Services. Without limiting other available remedies, Client must pay Enzyme upon demand for amounts owed under the Terms of Service, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, Enzyme or Enzyme Escrow, at our discretion, may set off amounts due against other amounts received from or held by Enzyme or Enzyme Escrow for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.
6.6 NO RETURN OF FUNDS
Client acknowledges and agrees that Enzyme Escrow will charge Client’s designated Payment Method for the Clinician Fees: (a) for Fixed-Price Contracts, upon Client’s acceptance and approval of the Clinician Services, and (b) for Hourly Contracts, on the Monday after the week in which work was performed. Therefore, and in consideration of the Site Services provided by Enzyme and the Escrow Services provided by Enzyme Escrow, Client agrees that once Enzyme Escrow charges the Client’s designated Payment Method for the Clinician Fees as provided in this Agreement or the other Terms of Service, the charge is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Clinician Fees or other Fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Enzyme or Enzyme Escrow may dispute or appeal the chargeback and institute collection action against Client.
6.7 FORMAL INVOICES AND TAXES
Enzyme will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Clinician Fees. Clinician will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Clinician Fees and for issuing any invoices so required. Clinician will also be solely responsible for determining whether: (a) Clinician or Enzyme is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Clinician Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Enzyme, as appropriate; and (b) Enzyme is required by applicable law to withhold any amount of the Clinician Fees and for notifying Enzyme of any such requirement and indemnifying Enzyme (either by Enzyme, at our sole discretion, offsetting the relevant amount against a future payment of Clinician Fees to Clinician or Clinician reimbursing Enzyme for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Enzyme, Clinician agrees to promptly cooperate with Enzyme and provide copies of Clinician’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Clinician is engaging in an independent business as represented to Enzyme.
6.8 PAYMENT METHODS
Clients are charged a fee for payment processing and administration as described in the Enzyme Fee and ACH Authorization Agreement. In order to use certain Site Services, Client must provide account information for at least one valid Payment Method. Client hereby authorizes Enzyme, Enzyme Escrow, and Elance Limited to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment for Services, and to charge Client’s credit card (or any other Payment Method). Credit cards and PayPal accounts and, if applicable, bank accounts in most countries will be charged by Enzyme Escrow. Notwithstanding the foregoing, credit cards and PayPal accounts in Australia, Canada, the Eurozone, and the United Kingdom will be charged by Elance Limited, an Ireland registered company which is an Affiliate of Enzyme. When Client authorizes the payment of the Clinician Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs Enzyme Escrow or Elance Limited to charge Client’s Payment Method for the Clinician Fees. When Client approves or is deemed to have approved a Time Log for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Enzyme Escrow or Elance Limited to charge Client’s Payment Method for the Clinician Fees. By providing Payment Method information through the Site, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
6.9 US DOLLARS AND FOREIGN CURRENCY CONVERSION
The Site and the Site Services operate in U.S. Dollars. If Client’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make payments in U.S. Dollars, the Site may display foreign currency conversion rates that Enzyme, Enzyme Escrow or other Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Client, at its sole discretion and risk, may authorize the charge of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and either Enzyme, Enzyme Escrow, or another Affiliate does not support the foreign currency or Client does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Enzyme Escrow or an Affiliate will charge Client’s Payment Method in U.S. Dollars and Client’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by Client’s Payment Method provider. Client’s Payment Method provider may also charge fees directly to the Payment Method used to fund a cross-border payment even when no currency conversion is involved. Client’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at Client’s sole risk. Enzyme, Enzyme Escrow, and other Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. Enzyme, Enzyme Escrow, and other Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from the Escrow Account.
You acknowledge and agree that a substantial portion of the compensation Enzyme receives for making the Site available to you is collected through the Service Fee described in Section 6.1 (“Service Fee”). Enzyme only receives this Service Fee when a Client hires a Clinician. Therefore, for 12 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Enzyme Relationship”). You may opt-out of this obligation with respect to each Client-Clinician relationship only if Client or prospective Client or Clinician pays Enzyme for each such relationship: (a) an “Opt-Out Fee” computed to be the greater of the following amounts: $8,000; (b) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Client first makes payment to the subject Clinician until the date the Opt-Out Fee is paid. To pay the Opt-Out Fee, you must request instructions by sending an email message to [email protected]. Except if you pay the Opt-Out Fee, you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not: Submit proposals or solicit parties identified through the Site to contact, hire, work with, or pay outside the Site. Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site. Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users. You agree to notify Enzyme immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Enzyme by sending an email message to: [email protected]. If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
8. SERVICE CONTRACTS
Company and Clinician will directly negotiate and enter the Service Contract that a Clinician enters directly with a Client when the Clinician agrees to provide Clinician Services to the Client are as set forth in this Section 8. Users may agree between them on any additional or different terms for their Service Contract as long as such terms do not and do not purport to affect the rights or responsibilities of Enzyme or violate the Terms of Service. Enzyme is not a party to any Service Contract by or between Users.
Clinician will perform the Clinician Services in a professional manner and and within the Clinicians scope of practice. The manner and means of performing the Clinician Services will be determined by Clinician and the Client, with the Clinician engaged by Client as an independent contractor or employee. Neither Enzyme nor its affiliates have control over the means or method of the professional services provided by the Clinician on behalf of Client.
8.2 CLIENT RESPONSIBILITIES FOR CLINICIAN SERVICES
In addition to the other terms and obligations of this Agreement, Client agrees to the following:
Professional Credentials: Client shall review each Clinician's qualifications, credentials and background, and notify Enzyme in writing within Seven (7) days of the acceptability of any Clinician identified and hired or placed on contract by Client.
Credentialing: Client agrees to use commercially reasonable efforts to ensure that credentialing decisions by Client (as applicable) are made promptly.
Travel and Expense: The Client is responsible for all Travel & Expenses for Clinician candidates if the Client asks candidates to travel more than 60 miles for interviews or work related travel.
Supervision: Client or a medical group shall provide clinical direction and supervision of the Clinician, as may be required.
Standards: Client shall comply, in all material respects with all federal, state and local standards relating to patient care and related activities; and
Insurance: During the term hereof, Client shall provide, professional liability insurance for all professional services rendered by the Providers under this Agreement in the amount of not less than $1,000,000 for each occurrence with a per annum aggregate limitation of not less than $3,000,000. Client has secured and will continue to secure claims-made coverage and prior acts coverage from an A-rated insurance company. In the event that Client's policy lapses or expires, Enzyme will be responsible for the purchase of tail coverage for any Placements worked by Provider while under contract with Enzyme.
8.3 CLIENT PAYMENTS AND BILLING
For all Pay-per-Placement Contracts, Client becomes obligated for Clinician Fees on the date the Clinician begins the contract.
8.4 TERMINATION OF A SERVICE CONTRACT
Client may terminate a Clinician in accordance with the terms and conditions set forth in the contract entered between Client and Clinician. Client may seek a refund of the Pay-per-Placement fees if the Clinician is terminated for-cause and within 6 months of the Placement date. Any Termination refund issues can be sent to Enzyme Attn: Legal, 603 Davis St., Ste 2102, Austin, TX 78701, or [email protected].
8.5 INTELLECTUAL PROPERTY RIGHTS
CERTAIN DEFINED TERMS
The following capitalized terms have the following meanings: “Client Materials” means requests, intellectual property, and any other information or materials that Client provides to Enzyme to perform Recruiting Services. “Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.
CLIENT DATA AND ENZYME PLATFORM DATA USE
Client shall own all right, title and interest in and to all data and information disclosed to Enzyme relating to Client’s business (“Client Data”), except that Client grants Enzyme a royalty-free, non-exclusive, non-transferable, perpetual, revocable license to use Client Data solely for the limited purpose of providing Services under this agreement, and performance improvement efforts for the Recruiting Services. Enzyme shall own all right, title and interest in and to the Platform, and all improvements, enhancements or modifications to the Platform; and any software, applications, inventions or other technology developed in connection with the Platform. Enzyme may collect and analyze data relating to the provision, use and performance of its Services under this Agreement (“Analytics Data”), and Enzyme may use Analytics Data to improve its own Platform, including through the use of automatic or machine learning, and for other related development, diagnostic and corrective purposes in connection with the Services, to develop algorithms for use in Enzyme’s Service offerings or to develop other related Enzyme offerings; and disclose Analytics Data solely in aggregate or de-identified form and in a form not traceable to Client. Client acknowledges that the Enzyme Platform and all intellectual property rights therein are the sole and exclusive property of Enzyme. All inventions, works of authorship or other developments conceived, written or otherwise generated by or for Enzyme, related to the Services (“Enzyme Developments”) are the sole property of Enzyme.
A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
8.7 WORKER CLASSIFICATION
Client is responsible and assumes all liability for determining whether Clinicians are independent contractors or employees and engaging them accordingly; Enzyme disclaims any liability for such determination or the related Engagement. The Terms of Service do not create a partnership relationship between Users. Clinician does not have authority to enter into written or oral (whether implied or express) contracts on behalf of Enzyme. For Service Contracts classified as independent contractor relationships, Client may not require an exclusive relationship. A Clinician classified as an independent contractor is free at all times to provide Clinician Services to persons or businesses other than Client, including any competitor of Client. Clinician agrees to personally provide all services for any contract under which the Clinician is working for a Client in any capacity. Clinician acknowledges that Clinician, and not Enzyme, will be responsible for timely and professionally completing all work that he or she is assigned while working for a Client.
9. RECORDS OF COMPLIANCE
Users will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement; any Service Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws; and (2) provide copies of such records to Enzyme upon request. Nothing in this subsection requires or will be construed as requiring Enzyme to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract.
10. RELATIONSHIP WITH ENZYME
Enzyme is not a party to the dealings between Client and Clinician, including posts, proposals, screening, selection, contracting, and performance of Clinician Services. Enzyme merely makes the Site Services available to enable Clinicians to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Clinicians for themselves. Enzyme does not, in any way, supervise, direct, or control Clinician or Clinician’s work. Enzyme makes no representations about, and does not guarantee the quality, safety, or legality of, the Clinician Services; the truth or accuracy of Clinician’s listings on the Site; the qualifications, background, or identities of Users; the ability of Clinicians to deliver the Clinician Services; the ability of Clients to pay for the Clinician Services; or that a Client or Clinician can or will actually complete a placement. Enzyme does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Client or Clinician, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Clinician’s performance, and Client’s acceptance, of Clinician Services. Enzyme is not required to and may not verify any feedback or information given to us by Clinicians or Clients, nor does Enzyme perform background checks on Clinicians or Clients. You hereby acknowledge and agree that Enzyme may provide information on the Site about a Clinician or Client, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Clinicians or Clients voluntarily submit to Enzyme and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Enzyme; Enzyme provides such information solely for the convenience of Users.
11. THIRD-PARTY BENEFICIARY
Users appoint Enzyme as a third-party beneficiary of their Service Contracts for purposes of enforcing any obligations owed to, and any benefits conferred on, Enzyme hereunder. Users further agree that Enzyme has the right to take such actions with respect to their Accounts, including, without limitation, suspension, termination, or legal actions, as we, in our sole discretion, deem necessary to enforce our rights as a third-party beneficiary under the Service Contracts. The Terms of Service and any Account registration will not be construed as creating or implying any relationship a franchise, partnership, or joint venture between Users and Enzyme, except and solely to the extent expressly stated in this Agreement.
12. COMMUNICATIONS FROM YOU TO ENZYME
All notices to Enzyme or our Affiliates intended to have a legal effect must be in writing and delivered either (a) in person; (b) by a means evidenced by a delivery receipt, to the following address: Enzyme Attn: Legal, 603 Davis St., Ste 2102, Austin, TX 78701; or (c) in writing via email to [email protected]. All such notices are deemed effective upon receipt by Enzyme. Enzyme does not accept service of any legal process by email or mail; all such service should occur by hand delivery on Enzyme or its registered agent for service of process.
13. ENZYME’S ROLE
13.1 CONTRACTS BETWEEN CLINICIAN AND CLIENT
You expressly acknowledge, agree, and understand that: (a) the Site is merely a venue where Users may act as Clients and/or Clinicians; (b) Enzyme is not a party to any contracts between Clients and Clinicians; (c) you are not an employee of Enzyme, and Enzyme does not, in any way, supervise, direct, or control the Clinician or Clinician Services; (d) Enzyme will not have any liability or obligations under or related to contracts for any acts or omissions by you or other Users; (e) Enzyme has no control over Clinicians or the Clinician Services offered or rendered by Clinicians; and (f) Enzyme makes no representations as to the reliability, capability, or qualifications of any Clinician or the quality, security, or legality of any Clinician Services, and Enzyme disclaims any and all liability relating thereto.
14. LICENSES AND THIRD-PARTY CONTENT
14.1 SITE LICENSE AND INTELLECTUAL PROPERTY RIGHTS
Subject to and conditioned on compliance with the Terms of Service, Enzyme grants you a limited license to access and, if you have created an Account, to use the Site for the purpose of using the Site Services. You must not access (or attempt to access) the Site or Site Services by any means other than the interface provided, and you will not use information from the Site or Site Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Site Services for offering any goods or services other than Clinician Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Site Services in any way for any public or commercial purpose without Enzyme’s prior written consent. You must not use any content of the Site or Site Services on any other website or in a networked computer environment for any purpose except your own viewing without Enzyme’s prior written consent. You must not frame or link to the Site or Site Services except as permitted in writing by Enzyme. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law. You will not access Site Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services. Enzyme and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The Enzyme logos and names are trademarks of Enzyme and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in the Terms of Service confers any license under any of Enzyme’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.
14.2 USER CONTENT LICENSE
14.3 UNAUTHORIZED ACCESS AND USE; SITE INTERFERENCE; MALICIOUS SOFTWARE
The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site’s infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Enzyme and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including Account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services. Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of Enzyme or any third party
14.4 THIRD-PARTY VERIFICATION
The Site makes available various services provided by third parties to verify a User’s credentials and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of Enzyme. Enzyme neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Enzyme’s authorized employees acting in their official capacities.
14.5 LINKS AND APPLICATIONS
The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that Enzyme is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites. You are responsible for deciding if you want to access third-party websites by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an “as is” and “as available” basis without any warranty for any purpose.
14.6 MOBILE AND OTHER DEVICES
When using our mobile applications, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site.
14.7 SITE UPDATES
We may from time to time in our sole discretion develop and provide Site Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You will promptly download and install all Updates and acknowledge and agree that Site Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of the Terms of Service, unless otherwise provided in terms associated with such Update. Enzyme reserves the right, at any time, to modify, suspend, or discontinue Site Services or any part thereof without notice. You agree Enzyme will not be liable to you or any third party for any modification, suspension, or discontinuance of Site Services or any part thereof.
15. CONFIDENTIAL INFORMATION
To the extent a Client or Clinician provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Clinician Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Clinician); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Clinician Services. A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
If and when Confidential Information is no longer needed for the performance of the Clinician Services or at Client’s or Clinician’s written request (which may be made at any time at Client’s or Clinician’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.
Without limiting Section 15.1 (Confidentiality), Client, Clinician, and Enzyme will not publish, or cause to be published, any other party’s Confidential Information, except as may be necessary for performance of Clinician Services for a Services Contract.
16. WARRANTY DISCLAIMER
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. ENZYME MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE OTHER TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Enzyme DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 20 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST Enzyme WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
17. LIMITATION OF LIABILITY
Enzyme is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to: * your use of or your inability to use our Site or Site Services; * delays or disruptions in our Site or Site Services; * viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services; * glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; * damage to your hardware device from the use of the Site or Site Services; * the content, actions, or inactions of third parties’ use of the Site or Site Services; * a suspension or other action taken with respect to your account; * your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site; and * your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service. ADDITIONALLY, IN NO EVENT WILL ENZYME, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF ENZYME, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY ENZYME WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR CLINICIAN DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
In addition to the recognition that Enzyme is not a party to any contract between Users, you hereby release Enzyme, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees 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 any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Clinician Services provided to Client by a Clinician and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in subsection 8.4 (Dispute Resolution). TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” This release will not apply to a claim that Enzyme failed to meet our obligations under the Terms of Service.
You will indemnify, defend, and hold harmless Enzyme, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents, including any payment obligations incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Clinician as an independent contractor; the classification of Enzyme as an employer or joint employer of Clinician; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.
20. AGREEMENT TERM AND TERMINATION
The Terms of Service as amended from time to time, will become effective on the later of the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site or Site Services. Unless both you and Enzyme expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to [email protected]. In the event you properly terminate this Agreement, your right to use the Site is automatically revoked, and your Account will be closed; however, (a) if you have any open Engagements when you terminate this Agreement, you will continue to be bound by this Agreement and the other Terms of Service until all such Engagements have closed on the Site; (b) Enzyme will continue to perform those Site Services necessary to complete any open Engagement or related transaction between you and another User; and (c) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Engagements, whichever is later, to Enzyme for any Site Services and to any Clinicians for any Clinician Services. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you, any User with whom you have entered into a Service Contract, or Enzyme from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those portions of the Terms of Service necessary to implement the foregoing survive termination of this Agreement for any reason. Without limiting Enzyme’s other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or other parts of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Enzyme or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. If your Account is suspended or closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Enzyme’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law. Without limiting Enzyme’s other rights or remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed Enzyme or our Affiliates under the Terms of Service, you must pay Enzyme, and you authorize Enzyme or its Affiliate to charge you, for all fees owed to Enzyme and our Affiliates and reimburse Enzyme for the Opt-Out Fee, if applicable, all losses and costs (including any and all time of Enzyme’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees. In addition, violations of the Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable or required by law, Enzyme will retain this information along with all your previous posts and proposals for a period of up to five years from the date of closure. However, you understand that any closure of your Account may involve deletion of any content stored in your Account for which Enzyme will have no liability whatsoever.
20.1 ENFORCEMENT OF AGREEMENT
Enzyme has the right, but not the obligation, to suspend or revoke your access to the Site and Site Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the Terms of Service or violated our rights or those of another party. Without limiting Enzyme’s other rights or remedies, we may suspend or close your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Site or the Services to you if (a) you breach any terms and conditions of this Agreement or other Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or Enzyme.
20.2 CONSEQUENCES OF AGREEMENT TERMINATION
Termination of this Agreement and/or closing of your Account will not relieve Client of the requirement to pay for Clinician Services performed prior to the Effective Date of the termination or thereafter for any Service Contracts executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Client hereby authorizes Enzyme to charge to its Payment Method pursuant to Section 6 (Payment Terms). Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF ENZYME DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, ENZYME HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.
21. CANCELLATIONS, REFUNDS, AND DISPUTES
21.2 CHOICE OF LAW
This Agreement, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. However, that any Claims made by any Clinician located within the United States will be governed by the law of the state in which such Clinician resides.
21.3 INFORMAL DISPUTE RESOLUTION
Before serving a demand for arbitration of a Claim, you agree to first notify Enzyme of the Claim at Enzyme Attn: Legal, 603 Davis St., Ste 2102, Austin, TX 78701 or by email to [email protected], and Enzyme agrees to provide to you a notice at your email address on file (in each case, a “Notice”) and seek informal resolution of the Claim. Any Notice from you must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Any Notice from Enzyme must include pertinent account information, a brief description of the Claim, and Enzyme’s contact information, so that you may evaluate the Claim and attempt to informally resolve the Claim. Both you and Enzyme will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
21.4 MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)
This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) applies to all Users except Users located outside of the United States and its territories. In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Enzyme, and our Affiliates agree to resolve the Claim by binding arbitration before an arbitrator from JAMS. JAMS may be contacted at www.jamsadr.com.
A. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
Arbitration as provided in this Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) is governed by the United States Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). This Arbitration Provision applies to any Claim the parties may have and survives after your relationship with Enzyme ends. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator. Except as otherwise provided herein, arbitration will be conducted in Travis County, Texas in accordance with the JAMS Comprehensive Arbitration Rules and Procedures under the Optional Expedited Arbitration Procedures then in effect for JAMS. The JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures” or “JAMS Employment Arbitration Rules.” The parties agree that any party will have the right to appear at the arbitration by telephone and/or video rather than in person. You and Enzyme will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Clinician will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. This Arbitration Provision does not apply to litigation between the Company and you to which you are a party that is or was already pending in a state or federal court before the expiration of your opt-out period. This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits. Either you or Enzyme may apply to a court of competent jurisdiction for provisional injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief; the arbitrator will render the final judgment in the matter. Regardless of any other terms of this Arbitration Provision, a claim may be brought by or to, and remedies awarded by, an administrative agency if applicable law permits the agency to adjudicate, investigate or prosecute the claim notwithstanding the existence of this agreement to arbitrate. Nothing in this Arbitration Provision will be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration, if any.
B. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. For the avoidance of doubt, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Agreement or any other part of the Terms of Service is void or voidable. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and Enzyme agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
C. CLASS ACTION AND JURY TRIAL WAIVER
This arbitration provision affects your ability to participate in class, collective or representative actions. Both you and Enzyme agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any such class, collective, representative or private attorney general proceeding (“Class Action Waiver”). The Class Action Waiver does not prevent you from bringing a Claim in arbitration as a private attorney general solely on your own behalf and not on behalf of others. Notwithstanding any other portion of this Arbitration Provision or the JAMS Rules, the arbitrator will have authority to hear any Claim on a class, collective, or representative basis if, only if, and only to the extent that, the arbitrator determines that the waiver of such class, collective, or representative Claim is unenforceable. You and Enzyme agree that you will not be retaliated against, disciplined or threatened with discipline as a result of exercising any rights under Section 7 of the National Labor Relations Act by filing or participating in a class, collective or representative action in any forum. However, Enzyme may lawfully seek enforcement of this arbitration provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class, collective or representative actions or claims.
D. RIGHT TO OPT OUT OF ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER.
You may opt out of the foregoing arbitration and class action/jury trial waiver provision of this Agreement by notifying Enzyme in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Enzyme at Attn: Legal, 603 Davis St., Ste 2102, Austin, TX 78701 that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions. Alternatively or in addition, you may send this written notification to [email protected].
22.1 ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Enzyme relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Enzyme drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Enzyme because of the authorship of any provision of the Terms of Service.
22.2 SIDE AGREEMENTS
Notwithstanding subsection 22.1 (Entire Agreement), Clients and Clinicians may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.). The terms and conditions of the Terms of Service, however, will govern and supersede any term or condition in a side agreement that purports to expand Enzyme’s obligations or restrict Enzyme’s rights under the Terms of Service.
User will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Site. Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ Intellectual Property Rights.
No modification or amendment to the Terms of Service will be binding upon Enzyme unless in a written instrument signed by a duly authorized representative of Enzyme. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This Section 22.4 (Modifications) does not apply to amendments to the Terms of Service posted by Enzyme to the Site from time to time.
22.5 NO WAIVER
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Enzyme’s prior written consent in the form of a written instrument signed by a duly authorized representative of Enzyme (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles). Enzyme may freely assign this Agreement or the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service will inure to the benefit of the successors and permitted assigns of the parties.
If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
22.8 FORCE MAJEURE
The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination. If, at the end of the 30 day period, the effect of the Force Majeure continues, the Agreement and the other Terms of Service will terminate, except as provided in Section 20.3.
22.9 PREVAILING LANGUAGE AND LOCATION
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States. Enzyme makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software. You may not use or access the Site if you are: (a) a resident of a geographic area embargoed by the United States; (b) subject to United States economic sanctions that prohibit your use or access to the Site; or (c) a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.
“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Enzyme. “Client” or “Company” means any authorized User utilizing the Site to seek and/or obtain Clinician Services from another User. “Confidential Information” means Client Work Product, and any other information provided to, or created by, a User for a Service Contract or to perform or assist in performing Enzyme Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Clinician, Enzyme or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information. “Placement” means a placement for a Clinician for contracted work or employment with a Client Company. “Pay-per-placement” means a Service Contract for which Client is charged a fixed fee agreed between a Client and Enzyme, prior to the commencement of the Clinician Placement. “Clinician” means any authorized User utilizing the Site to advertise and provide Services to Clients. “Clinician Services” means all services performed for or delivered to Clients by Clinicians. “Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate set by the Clinician. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. “Payment Method” means a valid credit card issued by a bank acceptable to Enzyme, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Enzyme may accept from time to time in our sole discretion. “Service Contract” means, as applicable, the contractual provisions between a Client and a Clinician governing the Clinician Services to be performed by a Clinician for Client for a Placement. “Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities. “Time Logs” means the report of hours recorded for a stated period by a Clinician for the Clinician Services performed for a Client. “Enzyme Team Software” means the online platform accessed using Enzyme’s downloaded team software that enables time tracking and invoicing, chat, and screenshot sharing with other Users. “User Content” means any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Site or provide to Enzyme.
24. CONTACTING US
If you have questions or need assistance, please contact Customer Support.
Last updated and effective as of: February 15, 2019
In this Policy we explain how we collect, use, store and secure personal information submitted through our site, including:
- How we collect information to register you and provide service matching clinicians with providers and employers
- How we use third parties to help supplement what our licensed provider users submit
- How we use physical, administrative, and technical means to secure data you provide to us.
Please read our full policy for the details.
What We Collect
When you visit the Site, we log and store your IP Address and technical information about your visit like your browser type and how you progressed through the Site, where you abandoned it, etc. ("Usage Data"). We and our third party analytics providers may also collect Usage Data in connection with your use of the Services.
As a Site visitor, we place a small piece of software referred to as a "cookie " on your computer to help us collect this Usage Data. Our site uses session cookies to facilitate your current visit.
If you use the Services and create an account, we also use a persistent cookie to recognize you on return visits and expedite the login process. These cookies will last sixty days by default. You can remove this and other cookies through your browser preferences menu, though the exact method varies depending on the type of browser you use. - Note that you will have to log into our service again each time you visit the Site if your cookies are disabled or cleared.
We do not store personal information in these cookies, and we do not use third party cookies with the exception of our business analytics functions.
When you Sign Up for Enzyme, you will provide us with your email address and identify whether you are a clinician looking for jobs or a company hiring clinicians. You may also provide other information while using the platform that helps us match you to a suitable job. In each case, we use your email to identify your account on our systems.
If you are a clinician, you provide us with your NPI number and we use a third party service to gather information that is publicly associated with that NPI to partially populate your profile on our systems, including our name. You will supply your location and resume in PDF form.
If you are seeking to hire clinicians, you'll provide your first and last name, company name, company website, what type of roles you want to hire, and about how many such roles you want to fill each month. We use this information to identify and display candidates who might be a good fit for your needs, and we don't share it with any third parties unless you elect to hire a clinician through our platform.
Any such information gathered during the sign up process is referred to in this Policy collectively as "Account Information."
How We Use Your Information
We use your Account Information to deliver, maintain, optimize, and improve the services we deliver to you through the Site. Specifically, we use this information to create and populate either a clinician or company profile that helps match clinicians to roles where they appear to be a good fit, allow you to request a connection, and otherwise facilitate that connection.
Usage Data helps us monitor aggregate metrics such as total number of visitors, traffic, usage, and demographic patterns on our Site, diagnose or fix technology problems, and otherwise plan for, improve and enhance our Site or our business operations. We may associate Usage Data we automatically collect with your other information if you become a user of the Services, particularly through analytics software.
We will display the Account Information you input into a profile on the Site where other users can connect with you. We also use Account Information to populate an anonymized notice to new visitors on our website that someone has recently signed up from a new location, and this displayed address location is determined based on your IP Address.
We use both internal analytics and third party analytics tools, and these analytics functions will reference, collect, and process both Usage Data and Account Information. We also use a third party tool to manage email campaigns that will send you messages following signup to help manage your account, show you opportunities to get more benefits from our platform, and send you offers that may be of interest.
Usage Data and/or Account Information may be de-identified (according to our best efforts) and used (i) to create reports about our user behavior, to run analytics, to improve our platform efficacy and accuracy, and other similar internal reporting and analysis functions (including creating and sharing anonymized reports) or (ii) to make aggregate market reports to the public about the use and function of our services and the market in which we operate, provided that such aggregate reports will not reference any identifiable individual user of our services.
How We Share Your Information
We may share Usage Data, in the aggregate, with our third party service providers in the course of our operations, with affiliates of our business, investors, and vendors who help us provide the infrastructure that supports your usage. We may also engage third parties to help us improve our business, such as analytics providers, and such parties may have access to aggregate or individual Usage Data.
We do not share your Account Information other than as described in this Policy. We may share users' Account Information with:
- Other companies owned by or under common ownership with us (i.e., any organization we own or control) or our ultimate holding companies (i.e., any organization that owns or controls us) and any subsidiaries it owns. These companies will use your personal information in the same way as we can under this Policy;
- Third party vendors, consultants and other service providers that perform services on our behalf, in order to carry out their work for us, which may include providing cloud storage or hosting services, marketing assistance, email delivery, or providing analytics services. We share personal information with these third parties as needed to perform services for us and under reasonable confidentiality terms;
- Third parties upon your request. For example, you may be listed on a job board of candidate matching an employer's search criteria or, as an employer, have your name and company information shown to clinicians seeking who may want to work with you;
- Other parties in connection with any company transaction, such as a merger, sale of company assets or shares, reorganization, financing, change of control or acquisition of all or a portion of our business by another company or third party or in the event of bankruptcy or related or similar proceedings; and
- Third parties as required to (i) satisfy any applicable law, regulation, subpoena/court order, legal process or other government request, (ii) enforce our Terms of Service, including the investigation of potential violations thereof, (iii) investigate and defend ourselves against any third party claims or allegations, (iv) protect against harm to the rights, property or safety of Enzyme, its users or the public as required or permitted by law and (v) detect, prevent or otherwise address criminal (including fraud or stalking), security or technical issues. We may also share information with others in an aggregated and anonymous form that does not reasonably identify you directly as an individual.
Storage, Security and How to Remove Your Information
As with most software platforms today, we store data in a cloud-based datastore. This datastore service provides default encryption of data both in transit and at rest with private key encryption. Accounts with cloud vendors, including private keys, are accessible only to manager-level employees, whose account security is managed through a third party secure authentication service. Employee access to our servers is protected by security keys as well as two-factor authentication. Access to servers that store personal information is limited to Employees who have a need to access such information to operate our Services.
We store user Personal Information on servers in the United States under the control of our third party service provider in a multiple databases under that providers' direct control. While we reserve the right to change service providers, we currently engage with a provider ("Hosting and Security Provider") who (i) collects operational information such as processor and memory usage, storage capacity, navigation of our Services, and system-level metrics and (ii) employ a variety of security technologies and measures designed to protect information from unauthorized access, use, or disclosure. The measures we use are designed to provide a level of security appropriate to the risk of processing your personal information. However, please bear in mind that the Internet cannot be guaranteed to be 100% secure.
Each site is staffed 24/7/365 with on-site physical security to protect against unauthorized entry. Access to these data centers requires an application and approval for access, and any such access is limited to what necessary for that employee to serve its legitimate business function.
Your activity on the Site does not allow us to recognize or acknowledge Do Not Track signals, though our registration process and services are secured according to specific contractual promises. Do not transmit any sensitive or personal information using the Site other than as directed to enter into a subscription or trial with us.
Deleting Your Account. Personal Information is deleted from our systems upon a user request. Users can make such a request by sending a message to [email protected] expressly requesting such deletion. If deletion is requested, account information is deleted immediately form our local servers, but it may take up to sixty days to clear such personal information from backup storage. After this period, we will remove Personal Information from our records in any way practicable, though we retain certain non-identifiable, anonymized usage information about your behavior and interactions while using our service, backup copies of certain of our data, and other de-identified information about your account activity notwithstanding any such deletion. Our service cannot operate without using your Account Information.
Your California Privacy Rights
If you are a California resident:
At any time, you may email [email protected] for more details about what personal information a business has collected about them, where it was sourced from, what it is being used for, whether it is being disclosed or sold, and to whom it is being disclosed or sold - though we do not sell, nor do we plan to sell, Personal Information about our users. Your inquiries will not affect your ability to receive equal service and pricing from us.
California Civil Code Section 1798.83 permits you to request information regarding the disclosure of your personal information by Enzyme to third parties for the third parties' direct marketing purposes. We do not currently sell data to third parties for marketing purposes. If you have questions about our Shine the Light compliance, please contact us at the email or address listed below.
Third Party Links
The Site may, from time to time, contain links to and from third party websites of our company account users. If you follow a link to any of these websites, please note that these websites have their own terms of service and privacy policies and that we do not accept any responsibility or liability for their policies. Please check the individual policies before you submit any information to those websites.
Minors under 13 are not permitted to use our Site. We do not intentionally collect information from minors under 13. If you believe we have collected any personal information from a child younger than 13 years of age, please notify us immediately at [email protected] and we will do anything reasonably possible to remove that information from our systems.
Contact Us and Accessing Your Information
If you have any questions about our privacy practices, or if you wish to remove any of your personal information from our records please contact us at either:
In both cases, you will reach our dedicated privacy chief. Note that we do not have identifying information on file for most users. We can only remove personal information actually in our possession.
Updates to this Policy
If we update this policy and make material changes to it, as determined in our sole discretion, we will email our users and inform them of the update. You must check this policy periodically for minor changes, which may be made without notice at any time.
© 2019 Enzyme Health, Inc.
Effective: May 16, 2018
1. Agreement to the API Terms.
By registering a software application, website, or product you create or service that you offer (a “Developer Application”), you agree to be bound by the API Terms. You must read, agree to, and accept all of the terms and conditions contained in the API Terms in order to use the Enzyme API. Additionally, you agree to and accept the Enzyme Terms of Service, available at https://www.enzymehealth.com/legal#api-terms-of-use. If you disagree with any of the terms of the API Terms or the Enzyme Terms of Service, Enzyme does not grant you a license to use the Enzyme API. If you are using the Enzyme API on behalf of a company or any other entity, you represent and warrant that you have full legal authority to register a Developer Application on behalf of that entity and bind it to the API Terms and the Enzyme Terms of Service. If you are not authorized, you may not accept the API Terms or register a Developer Application for someone else.
Capitalized terms not defined in the API Terms have the meanings given to them in the Enzyme Terms of Service. * Enzyme API. A set of web-based services providing programmatic access to Enzyme systems and data, together with all updates, revisions, and copies thereof. This also includes any associated tools and documentation that Enzyme makes available under the API Terms. * Enzyme Content. Any data, content, or executables of or associated with the Enzyme API or Site Services (as defined in the Enzyme Terms of Service). This includes all Enzyme User Data. * Enzyme User Data. Any content, information, and other data about persons who use the Enzyme services received or collected by Developer through any instance of the Developer Application, the Enzyme API, or otherwise in connection with the API Terms.
3. Developer’s Use of the Enzyme API.
4. API License.
- Using the Enzyme API. As part of the API Terms, Enzyme grants you a non-exclusive, non-transferable, and non-sublicensable (except as expressly permitted herein) license to use the Enzyme API solely to do the following and subject to the restrictions set forth in the API Terms:
- Enable your Application to interact with Enzyme’s databases to retrieve information necessary to facilitate your own or Your Users’ use of the Site and Site Services through your Application;
- Make limited intermediate copies of Enzyme Content only as necessary to perform activity permitted under the API Terms. You must delete all intermediate copies when they are no longer required for the purpose for which they were created;
- Rearrange or reorganize Enzyme Content within your Application; and
- Display in your Application Enzyme Content consistent with this Agreement.
- Access Credentials. Enzyme will provide you with Access Credentials that permit you to access the Enzyme API. The Access Credentials are the property of Enzyme and may be revoked if you share them with any third party (other than as allowed in the API Terms), if they are compromised, if you violate the API Terms or the Enzyme Terms of Service, or if Enzyme terminates the API Terms. *API Call Limitations. The number of API calls you will permitted to make during any given time period may be limited. Enzyme will determine call limits based on various factors, including the ways your Application may be used or the anticipated volume of use associated with your Application. Enzyme may, in its sole discretion, charge you for API calls that exceed the call limits or terminate your access to the Enzyme API in accordance with Section 17 (Suspension and Termination). Unused calls will not roll over to the next day or month, as applicable.
At its discretion, Enzyme may require or offer Certification for certain Applications. Certification will consist of confirmation by Enzyme or a third party it designates that your Application’s technology complies with the API Terms and the Enzyme Terms of Service. You will be responsible for all costs associated with certification and any modifications necessary to meet the certification requirements and you may not be permitted to access the Enzyme API in certain cases until certification is complete. At Enzyme’s discretion, future modifications of your Application or use or display of Enzyme Content may be subject to re-certification. If Enzyme requires certification, your failure to maintain certification is cause for immediate termination of the API Terms.
6. Data Use.
- Obligations to Enzyme. Developer may only use, disclose, and otherwise process Enzyme User Data in accordance with the written instructions of Enzyme and applicable laws, rules and regulations.
- Prohibited Uses. Developer will not:
- Use Enzyme Content for any purpose except to the extent necessary for (1) the purpose of processing and supporting a specific transaction for the applicable Enzyme user or (2) the purpose of providing services to Enzyme. *Use Enzyme Content for any research or publication purpose without prior written consent and a license from Enzyme to research or publish, as applicable, Enzyme Content.
- Use Enzyme Content for any other purpose (e.g., for Developer’s own benefit or for the benefit of any other entity or person).
- Use Enzyme Content for user profiling purposes or for advertising purposes.
- Sell, lease, sublicense, or otherwise transfer, directly or indirectly, Enzyme Content to any third party.
- Augment, commingle, or supplement Enzyme Content with personally identifiable or confidential information (including any mobile device identifier or other unique identifier that identifies any particular user, browser, computer or device) from any third-party source.
- Use the user identification or authentication codes connected to any Enzyme user to disclose information related to that user to any third party.
7. Data Storage.
Except as provided in the API Terms, Developer may not copy or store any Enzyme Content, or any information expressed by or representing Enzyme Content (such as hashed or otherwise transformed data). * Authentication Tokens. Developer may store any Developer Application-specific alphanumeric user identification codes that Enzyme provides to Developer for identifying individual users of the Developer Application or any tokens that Enzyme provides to Developer when an Enzyme user authenticates the Developer Application for the Enzyme user’s account. * Cached Content. Solely for the purpose of improving user experience, Developer may cache Enzyme Content for no more than twenty-four (24) hours. *Deletion. Developer must promptly and securely delete all Enzyme User Data collected from Enzyme users upon request of the Enzyme user, when the Enzyme user deactivates or uninstalls the Developer Application, when the Enzyme user closes their account with Developer, and before, when possible, or promptly upon termination of the API Terms. Developer will promptly and securely delete all Enzyme Content after completion of all activities reasonably necessary to operate or maintain the Developer Application and upon termination of the API Terms.
8. User Consent and Agreement.
- User Consent. Before obtaining information from Enzyme users, you must obtain their informed consent by telling them what information you collect and how it will be used, stored or shared, and by taking any additional steps required by law or regulation.
9. Data Safeguards.
Developer will protect Enzyme User Data in accordance with all applicable laws. Your network, operating system, and software of your web servers, databases, and computer systems (collectively “Systems”) must be properly configured to securely operate the Developer Application and Enzyme User Data. The Developer Application must use reasonable security measures to protect any Enzyme User Data and any elements or components of the Enzyme API. You shall not architect, design, or select Systems in a manner to avoid these obligations. You must promptly report to Enzyme at [email protected] any security deficiencies in, or intrusions into, your Systems that you discover to Enzyme. You will work with Enzyme to correct any security deficiency and disconnect any intrusions or intruders as soon as practicable upon discovery of any such deficiency or intrusion. In the event of any security deficiency or intrusion involving the Developer Application or Enzyme User Data, you will make no public statements without prior written and express permission from Enzyme in each instance, unless otherwise required by law.
10. Access to the Enzyme API.
Subject to the API Terms, Enzyme may, in its sole discretion, make specific instances or versions of the Enzyme API available to Developer for use in connection with Developer Applications. Enzyme may terminate such access to the Enzyme API, in whole or certain features, functions, or services thereof, for convenience, at any time. The Enzyme API will be deemed to be a part of the Site Services as set forth in the Enzyme Terms of Service.
11. Enzyme API Support and Changes.
Enzyme may provide technical support, upgrades, or modifications of the Enzyme API in Enzyme’s sole discretion. Enzyme may cease providing technical support, upgrades, or modifications of the Enzyme API at any time and for any reason without notice or liability to Developer. Enzyme may release new versions of the Enzyme API and require Developer to use the new version of the Enzyme API. Developer’s use of new releases or versions of the Enzyme API will be acceptance of all modifications of the Enzyme API.
12. Intellectual Property.
- Enzyme Materials. Enzyme owns all rights, title, and interest, including all intellectual property rights, in and to, the Enzyme API; all elements, components, and executables of the Enzyme API; and all elements, components, and executables of the Site Services (collectively, the “Enzyme Materials”). The only exception to this is any information or Content which you as an Enzyme user have licensed to Enzyme under the Enzyme Terms of Service. Except for the express licenses granted in the API Terms, Enzyme does not grant you any right, title, or interest in the Enzyme Materials. Developer agrees to take such actions as Enzyme may reasonably request to perfect Enzyme’s rights to the Enzyme Materials.
- Developer Property. Except to the extent the Developer Application contains Enzyme Materials, Enzyme claims no ownership or control over your Developer Application. During the term of the API Terms you hereby grant Enzyme a paid-up, royalty-free, non-exclusive, worldwide, irrevocable right and license, under all of your intellectual property rights, to: (1) use, perform, and display the Developer Application and its content for purposes of marketing, demonstrating, and making the Developer Application available to Enzyme users; (2) link to and direct Enzyme users to the Developer Application; and (3) sublicense the foregoing rights to our affiliates.
- Feedback. Developer may, but is not required to, provide suggestions, comments, ideas, or know‐how, in any form, to Enzyme related to Enzyme products, services or technology (“Feedback”). To the extent Developer provides Feedback to Enzyme, Developer grants Enzyme the right to use such Feedback without any right to compensation from Enzyme.
13. Independent Development by Enzyme.
Developer understands and acknowledges that Enzyme may be independently creating applications, content, and other products or services that may be similar to or competitive with the Developer Application. Nothing in the API Terms will be construed as restricting or preventing Enzyme from creating and fully exploiting any applications, content, and other products or services, without any obligation to Developer. This paragraph will survive the termination or expiration of the API Terms.
14. Confidential Information.
Developer agrees that the content of the Enzyme API, and any Enzyme Content that by its nature should reasonably be known to be confidential, is deemed to be confidential information of Enzyme and Developer will maintain the same in strict confidence and not disclose the same to any third party (other than employees, agents and contractors of Developer for the sole purpose of providing services to Developer to complete work permitted hereunder) or use the same for any purpose other than its performance under the Agreement. To the extent that you retain any Enzyme Content after the termination or expiration of the API Terms, this paragraph will survive the termination or expiration of the API Terms.
The provisions of the API Terms will control over any inconsistent provisions of the Enzyme Terms of Service, and the Enzyme Terms of Service, as modified and supplemented by the API Terms, will remain in full force and effect. Any “shrink wrap” or “click wrap” license agreement or any other terms and conditions associated with Developer’s Application is null and void, is not applicable hereunder, and is expressly excluded.
Enzyme currently provides the Enzyme API without charge. However, Enzyme reserves the right, at Enzyme’s sole discretion, to charge fees for future use of or access to the Enzyme API. Developer may not charge any fee to Enzyme users for the Developer’s Application without the express written permission or agreement of Enzyme.
17. Term and Termination.
- Term. The term of the API Terms will commence on the date upon which you agree to the API Terms and will continue until terminated as set forth below.
- Developer’s Termination Rights. Developer may terminate the API Terms by discontinuing use of the Enzyme API and returning all Enzyme Content, including Enzyme User Data.
- Suspension and Termination. Enzyme may suspend or terminate Developer’s use of the Enzyme API at any time if we believe you have violated the API Terms or Enzyme Terms of Service, or if we believe the availability of the Enzyme API in the Developer Application is not in our or our users’ best interests. Immediately upon termination of the API Terms, all licenses granted to Developer will cease and all data retrieved from the Enzyme API or Site Services must be deleted.
- Effect of Termination. Upon termination of these Terms:
- all rights and licenses granted to Developer will terminate immediately;
- Developer will promptly and securely destroy Enzyme Content in your possession or control;
- neither party is liable to the other party solely because the API Terms have been terminated;
- unless we agree otherwise in writing or as stated explicitly in the API Terms, Developer must permanently delete all Enzyme Content and Enzyme User Data or other data which you stored pursuant to your use of the Enzyme API. Enzyme may require that you certify in writing your compliance with this section; and
- Enzyme will make commercially reasonable efforts to remove all references and links to the Developer Application from the Site (Enzyme has no other obligation to delete copies of, references to, or links to the Developer Application).
18. Warranties and Liabilities.
- Disclaimer of Warranties. ENZYME PROVIDES THE ENZYME API, ENZYME CONTENT, AND ALL OTHER INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ENZYME DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. ENZYME DOES NOT GUARANTEE THAT THE ENZYME API WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE ENZYME API MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. ENZYME DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, ENZYME DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE ENZYME API DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
- Limitations of Liability. ENZYME AND OUR EMPLOYEES, AGENTS, SHAREHOLDERS, OR DIRECTORS, SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF THE ENZYME API. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER (i) YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, (ii) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR (iii) THE LIMITED REMEDIES PROVIDED IN THIS SECTION FAIL OF THEIR ESSENTIAL PURPOSE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY DAMAGE THAT ENZYME MAY CAUSE YOU INTENTIONALLY OR KNOWINGLY IN VIOLATION OF THE API TERMS OR APPLICABLE LAW.
- Indemnification. You will defend, hold harmless, and indemnify Enzyme (and our and their respective employees, agents, shareholders, and directors) from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, including reasonable attorneys’ fees, to the extent resulting from, alleged to have resulted from, or in connection with: (i) your breach of your obligations herein; or (ii) the violation of any copyright, trademark, service mark, trade secret or United States patent by the Developer Application.
- Relationship of the Parties. The parties are agreeing to the API Terms as independent contractors, and the API Terms will not be construed to create a partnership, joint venture or employment relationship between them. Neither party is authorized to or will represent itself to be an employee or agent of the other or enter into any agreement on the other’s behalf of or in the other’s name.
- Assignability. You may not assign the API Terms, nor any of your rights or obligations hereunder, without Enzyme’s prior written consent. Enzyme may freely assign the API Terms without your consent. Any attempted assignment or transfer in violation of this section will be null and void. Subject to the foregoing restrictions, the API Terms will inure to the benefit of successors and permitted assigns of the parties.
- Severability. If and to the extent any provision of the API Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or enforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
- Choice of Law and Venue. The API Terms and any controversy, dispute or claim arising out of or relating to the API Terms shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). With respect to any User located outside the United States, the User agrees that the California state courts of Santa Clara County (or, if there is federal jurisdiction, the United States District Court for the Northern District of California) will have jurisdiction and venue with respect to any claim arising out of or relating to the API Terms and consents to the personal jurisdiction and venue of those courts.
- No Waiver. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
- Miscellaneous. The API Terms set forth the entire agreement and understanding of the parties relating to their subject matter and cancel and supersede any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them. No modification or amendment to the API Terms shall be binding upon Enzyme unless in a written instrument signed by a duly authorized representative of Enzyme.
Company Membership Agreement
Effective date: May 16, 2018
This Company Membership Agreement (“Agreement”) is part of and incorporates by reference the User Agreement and the other Terms of Service. Your continued use of the Site after the last modified date will signify your acceptance of this Agreement. Capitalized terms not defined in this Agreement are defined in the User Agreement, elsewhere in the Terms of Service, or have the meanings given such terms on the Site.
Company Membership Programs
Enzyme offers several membership programs for Companies and Affiliates. For purposes of this Agreement, “Member” or “you” means a Company or Affiliate participating in a membership program. Each membership program includes either a defined Pay-Per-Placement fee structure, or a Prime subscription for a certain number of “Placements,” which reserve monthly capacity for you to submit proposals for Placements as described on the Site. If you are a Prime Member, you have the right to purchase additional Placements at any time, subject to a cap determined by your membership program and other criteria. For Prime member Placement(s) you do not use by the end of the month may rollover up to two times the monthly allotment of Placements. The conditions under which unused Placements will rollover into the next month may vary from time to time and will depend on your Prime program. Enzyme reserves the right to change Pay-Per-Placement fees, Prime membership fees, change the monthly number of Placements included in the membership programs, change the price for additional Placements or institute new fees at any time, upon reasonable notice posted in advance on the Site. No refunds of fees already paid will be given. If Enzyme exercises its right to cancel a membership, Enzyme will not refund the membership fee already paid.
Where applicable, Enzyme may also collect taxes on Prime membership fees and the cost for Placements.
Automatic Prime Membership Renewal
You must pay your Enzyme Prime membership fees through our invoice receipt or automatic payments through our payment third-party administrator. The membership billing period begins on the date that Enzyme receives payment. Enzyme membership fees are calculated from the beginning of that billing period. Enzyme automatically renews your Enzyme monthly membership. Automatic renewal occurs on the first day after the expiration date. Prime memberships are subject to a 3 month minimum from the first date that Enzyme receives payment.
Changes to Membership Program
If you change your membership program, the new program and, new billing period will then be based upon the date Enzyme receives payment of the new membership fee. If you upgrade a membership, it will result in a new billing date effective upon the date of payment of the additional fees and, if applicable, will result in a credit of the unused portion of the existing category membership fees. If you downgrade a membership, you will not receive a refund or credit for the fees already paid. The downgrade will go into effect at the beginning of the next billing period. Enzyme reserves the right to modify its membership programs at any time, upon a reasonable notice posted in advance on the Site. For more information on upgrading, downgrading or canceling your membership, check the Site or contact Customer Support.
Proprietary Rights Infringement Reporting Procedures
Effective date: May 16, 2018
Enzyme Inc. (“Enzyme”, “our”, “us” or “we”) provides this Proprietary Rights Infringement Reporting Procedures (these “Procedures”) to inform you of our policies and procedures regarding claims of infringement of proprietary rights by third parties on our website located at www.enzymehealth.com (the “Site”). These Procedures may be updated from time to time. We will notify you of any material changes by posting the new Procedures on the Site. You are advised to consult these Procedures regularly for any changes. If you are a proprietary rights owner and you believe someone is using Enzyme to infringe your proprietary rights, you may provide Enzyme with the notice described below (the “Notice”) by email to [email protected] or by postal mail to Enzyme Attn: Legal, 603 Davis St, Ste 2102, Austin, TX 78701. The Notice fulfills the requirements of the United States Digital Millennium Copyright Act, 17 USC Section 512(c) (3). In response to your Notice, Enzyme may remove or disable access to the allegedly infringing material, and take such other actions we deem appropriate in our sole discretion. Please bear in mind that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is infringing. If we remove or disable access, we will attempt to contact the poster of the allegedly infringing material so that the poster may provide a counter notification (the “Counter Notice”) as described below.
Please include the following items in your Notice, and number them as follows:
- Identify the proprietary rights that you claim are infringed. For example, identify your trademark or quote your copyrighted material. Provide a URL or link to where the material is located, if possible.
- Identify the website, webpage, posting, profile, feedback, or other material that you claim infringes your proprietary rights. Provide information reasonably sufficient to enable us to locate it.
- Identify yourself by name. Provide your address, telephone number, and email address.
- Provide contact information for the owner or administrator of the allegedly infringing material, if possible.
- Include the following statement: “I have a good faith belief that use of the material in the manner described is not authorized by the owner of the exclusive proprietary right, its agent, or the law.”
- Include the following statement: “The information in this notice is accurate.”
- Include the following statement: “I swear, under penalty of perjury, that I am authorized to act on behalf of the owner of the exclusive proprietary right that is allegedly infringed.”
- Sign and date the Notice.
The owner or administrator of the allegedly infringing material may provide Enzyme with a Counter Notice by email to [email protected] or by postal mail to Enzyme Attn: Legal, 603 Davis St, Ste 2102, Austin, TX 78701. The Counter Notice fulfills the requirements of the United States Digital Millennium Copyright Act, 17 USC Section 512(g)(3). In response to your Counter Notice, Enzyme may reinstate the allegedly infringing material. Please bear in mind that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is not infringing the proprietary rights of others. Please include the following items in your Counter Notice, and number them as follows: 1. Identify the website, webpage, posting, profile, feedback, or other material that Enzyme has removed or to which Enzyme has disabled access. Identify the location at which the material appeared before it was removed or access to it was disabled. 1. Identify yourself by name. Provide your address, telephone number, and an email address where we can contact you. 1. Include a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or San Mateo County, California, if your address is outside the United States), and that you will accept service of process from the person who provided the Notice or from an agent of that person. 1. Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that each website, webpage, posting, profile, feedback or other material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.” 1. Sign and date the Counter Notice.
Please bear in mind that Enzyme cannot give you legal advice. If you have questions about whether certain proprietary rights are valid or whether certain material is infringing, you should contact an attorney.
Enzyme Team Software License Agreement
Effective date: May 16, 2018
1. CONDITIONAL LICENSE.
1.1. License Grant:
Subject to your compliance with the terms and conditions of this EULA, Enzyme grants you a non-exclusive, non-transferable right to use the executable code version of the Software for your use solely in connection with work you perform on or through the Site.
1.2. Restrictions on Use:
You agree not to modify, display, adapt, translate, loan, distribute, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software. You may not publish, redistribute, sublicense or sell the Software or any information or material associated with the Software. You may not rent, lease or otherwise transfer your rights to the Software. You may not use the Software in any manner that could damage, disable, overburden or impair the Site, nor may you use the Software in any manner that could interfere with any other party’s use and enjoyment of the Site. You agree that you will use the Software for lawful purposes and only in compliance with all applicable laws, including but not limited to copyright and other intellectual property laws. In addition, you shall not perform, nor release the results of any testing of the Software to any third party without the prior written consent of Enzyme. You also agree not to remove, obscure, or alter any copyright notice, trademarks or other proprietary rights notices contained within or accessed in conjunction with or through the Software.
1.3. Intellectual Property Rights:
The Software is licensed, not sold, to you for use pursuant to the terms of this EULA. All rights not expressly granted to you are reserved to Enzyme or its licensors or third party providers. You acknowledge that Enzyme or its licensors or third party providers own all rights, title and interest, including without limitation all Intellectual Property Rights, in and to the Software, portions thereof, or any information or material provided through or in conjunction with the Software. Your rights to use the Software shall be limited to those expressly granted in this Section 1. All rights not expressly granted to you are reserved by Enzyme, its licensors or third party providers. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all other proprietary rights, and all applications, registrations, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
2. DISCLAIMER OF WARRANTIES.
2.1. “As Is”; No Warranty:
THE SOFTWARE IS PROVIDED BY ENZYME AND ANY OF OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS “AS IS,” WITH NO WARRANTIES WHATSOEVER. ENZYME EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. COMPUTER PROGRAMS ARE INHERENTLY COMPLEX, AND THE SOFTWARE MAY NOT BE FREE OF ERRORS. THE SOFTWARE IS PROVIDED WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. ENZYME DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SOFTWARE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND USE THE SOFTWARE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE.
2.2. Privacy Disclaimer:
TO THE FULLEST EXTENT PERMITTED BY LAW, ENZYME DISCLAIMS LIABILITY IN THE EVENT OF THE UNAUTHORIZED ACCESS TO OR MISAPPROPRIATION OF YOUR PERSONAL INFORMATION OR PRIVATE COMMUNICATIONS BY THIRD PARTIES.
2.3. Jurisdictional Limitations:
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE OR TO THE MINIMUM PRESCRIBED BY LAW. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
2.4. Survival of Disclaimer:
The provisions of this Section 2 and of Section 3 shall survive the termination of this EULA, but this shall not imply or create any continued right to use the Software after termination of this EULA.
3. LIMITATION OF LIABILITY
3.1. Limitation of Liability:
IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL ENZYME, OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF THE SOFTWARE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (EVEN IF ENZYME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE, FROM THE PERFORMANCE OR MISPERFORMANCE OF THE SOFTWARE, FROM INABILITY TO USE THE SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
3.2. Damages Cap:
EXCEPT AS LIMITED BY APPLICABLE LAW, REGARDLESS OF THE BASIS FOR YOUR CLAIM, ENZYME’S, LICENSORS’ AND THIRD PARTY PROVIDERS’ TOTAL LIABILITY UNDER THIS EULA SHALL BE LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED THE AMOUNT OF FEES PAID FOR THE LICENSED SOFTWARE GIVING RISE TO THE CLAIM, OR ONE U.S. DOLLAR ($1.00), WHICHEVER IS LESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING PROVISIONS SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY FOR MONETARY DAMAGES IN RESPECT OF ANY BREACH OF OR DEFAULT UNDER THIS AGREEMENT BY ENZYME.
To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless Enzyme and its subsidiaries, affiliates, joint ventures, suppliers, officers, directors, shareholders, employees and agents, from any claim or demand made by any third party due to or arising directly or indirectly out of your conduct or in connection with your use of the Software or its features, any alleged violation of these terms, or any alleged violation of any applicable law or regulation. Enzyme reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse your indemnity obligations.
5. PRIVACY AND SECURITY
The Software creates a means for others to record the visual output (“Screenshot”) of your computer. You hereby acknowledge and agree that each time you activate the Software, the Software may periodically transmit Screenshots to Enzyme. These Screenshots may be displayed in the Enzyme work diary when the Screenshot is captured. These Screenshots may include, without limitation, the visual output of all open programs, windows, backgrounds, taskbars, system trays, multiple screens, title bars, menus, graphics, screen savers, and any information, images, and text therein. You acknowledge and agree that, if your confidential information is displayed as visual output of your computer while the Software is active, such confidential information may be included in a Screenshot, transmitted to Enzyme, and displayed in the applicable work diary. In order to prevent transmission of your confidential information to Enzyme, you agree not to access your confidential information while the Software is active. Although we have taken reasonable measures to prevent unauthorized persons from gaining access to your computer via the Software, we cannot foresee or control the actions of third parties. Therefore, use of the Software could make you vulnerable to security breaches that you might not otherwise face and could result in the loss of your privacy or property. You agree that Enzyme is not liable to you for security breaches resulting from your use of the Software or otherwise.
6. NO NOTICE OF UPDATES.
Enzyme reserves the right to modify or change this EULA from time to time without notice to You. The latest version will be available on the Site. Enzyme also may update or modify the Software from time to time at its discretion. Your election to continue use of the Software, after the date of posting of these modifications to the EULA or to the Software constitutes acceptance of those modifications. If you do not agree with the modifications, do not use the Software.
7. EXPORT CONTROLS.
You are responsible for complying with trade regulations and both foreign and domestic laws. You acknowledge that the Software or its underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) Cuba, Iraq, Iran, Libya, North Korea, Syria or any other country subject to United States embargo; (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or on the U.S. Commerce Department’s Denied Party or Entity List; and (c) you will not export or re-export the Software to any prohibited country, person, end-user or entity specified by U.S. Export Laws.
8. TERM AND TERMINATION:
This EULA is effective as soon as you install, use, copy or distribute the Software and shall continue until it is terminated by Enzyme or you, as provided for under the terms of this Section. Unless otherwise agreed to in writing with us, either you or we may terminate the contractual agreement represented by this EULA at any time upon notice to the other party. This EULA, including without limitation your right to the Software as specified in Section 1, terminates immediately and without notice from Enzyme if you fail to comply with any of its provisions. Upon termination you shall immediately discontinue use of and destroy the Software and all copies or portions thereof, including any master copy, and within ten (10) days certify in writing to Enzyme that all copies have been destroyed.
8.2. Survival of Termination:
Sections 1.3, 2, 3, 4, 7, 8.2 and 9 of these terms will survive any termination of this EULA. The termination of this EULA does not limit Enzyme’s other rights it may have by law.
9. MISCELLANEOUS PROVISIONS.
9.1. Severance. Waiver:
If for any reason a court of competent jurisdiction finds any provision or portion of this EULA to be unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force.
You agree that, on Enzyme’s request, you will certify in writing your compliance with the terms of this EULA.
You may not assign this EULA or sublicense, assign, transfer or delegate any right or duty hereunder, without the prior written consent of Enzyme, at our sole discretion. Notwithstanding the foregoing, Enzyme may assign or transfer this EULA or any rights granted hereunder without your prior consent. This EULA is binding on and will inure to the benefit of the parties successors and permitted assigns.
9.4. Entire Agreement.
This EULA and the terms expressly incorporated by reference herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
Effective date: May 2018
1. PROHIBITED SITE USE
The uses described in these Terms are prohibited regardless of where on the Site they occur. For example, the activities are prohibited in job posts, proposals, Enzyme messages, communications with customer service or disputes, the community forum, and Company or Clinician feedback.
1.1 Illegal, Fraudulent, Harmful, or Offensive Uses
You may not use, or encourage, promote, facilitate, or instruct or induce others to use, the Site or Services for any activities that violate any law, statute, ordinance or regulation; for any other illegal, fraudulent, harmful, or offensive purpose; or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive. Examples of prohibited uses of the Site or Site Services include: * Seeking, offering, or endorsing illegal, obscene, or pornographic services or activities, including services (i) that would violate the intellectual property rights, including copyrights, of another person, entity, service, product, or website or (ii) that would involve the creation, review, or editing of pornographic, erotic, obscene, or sexually explicit material; * Posting content that is offensive, defamatory, profane, vulgar, obscene, threatening, discriminatory, illegal, pornographic, obscene or sexually explicit in nature; * Seeking, offering, or endorsing any services that would violate Enzyme’s Terms of Service or the terms of service of another website or any other contractual obligations; * Seeking, offering, or endorsing any services that violate the academic policies of any educational institution; * Fraudulently representing yourself with a falsified identify or falsified medical license, a federal offense, to any Company, including by (i) falsifying or manipulating or attempting to falsify or manipulate the hours you work for a Company, (ii) reporting, recording, or otherwise billing clients for time that was not actually worked, or (iii) reporting, recording, or otherwise billing hours worked by another person as hours worked by you in a way that is misleading or false; * Expressing a preference in a job post or proposal or otherwise unlawfully discriminating on the basis of race, religion, color, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military/veteran status or any basis protected by applicable law; * Posting content that is harassing towards another person or violates the rights of a third party; * Posting identifying information concerning another person; * Making or demanding bribes; * Making or demanding payments without the intention of providing or receiving services in exchange for the payment; * Spamming other Users; * Using any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission or collecting or harvesting any personally identifiable information, including Account names, from the Site; and * Engaging in any conduct that is reasonably likely to or that is intended to harm the Site, including (i) imposing an unreasonable or disproportionately large load (in our sole discretion) on the Site’s infrastructure; (ii) interfering or attempting to interfere with the proper operation of the Site or Site Services or any activities conducted on the Site; (iii) bypassing any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; or (iv) attempting to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site.
1.2 Using the Site Other than For the Intended Purposes
Enzyme makes the Site and Services available for Companies and Clinicians to find one another, enter into service relationships, in order for Companies to directly contract or employ Clinicians, and receive and perform Clinician Services. Enzyme itself does not provide or contract for any professional medical services. Users are expected to use the Site and Services for their intended purposes and Users may not use the Site and Services in contravention of their intended purposes. The following are examples of prohibited use of the Site: * Offering services for the sole purpose of obtaining positive feedback of any kind; * Requesting, demanding, or receiving free services, including requesting Clinicians to submit work as part of the proposal process for very little or no money or posting contests in which Clinicians submit work with no or very little pay, and only the winning submission is paid the full amount; * Requesting a fee before allowing another User to submit a placement; * Posting the same job multiple times so that more than one version remains active at a given time; * Withholding payment or Work Product or engaging in any other conduct for the purpose of obtaining positive feedback from another User; * Attempting to falsify, manipulate, or coerce another User by threatening to give negative feedback; * Misusing the feedback feature to express views unrelated to the work, such as political, religious, or social commentary; * Duplicating or sharing accounts; * Selling, trading, or giving an account to another person without Enzyme’s consent; * Sharing or soliciting contact information such as email, phone number, or Skype ID in a profile or job post; * Soliciting a contract or employment outside of Enzyme in violation of the Terms of Service; * Advertising products or services that are outside or beyond the scope of the Enzyme marketplace; and * Advertising on Enzyme to recruit Clinicians to join an Agency or another website or company.
1.3 Using the Site to Post False or Misleading Content
All profiles, jobs, proposals, and other content posted to the Site must be truthful and not misleading. Here are examples of prohibited uses: * Misrepresenting a Clinician’s experience, skills, or information; * Impersonating any person or entity, including, but not limited to, an Enzyme representative, forum leader, guide or host, or falsely stating or otherwise misrepresenting your affiliation with a person or entity; * Falsely attributing statements to any Enzyme representative, forum leader, guide or host; * Allowing another person to use your account, which is misleading to other Users; * Falsely stating or implying a relationship with Enzyme or with another company with whom you do not have a relationship; * Falsely stating or implying a relationship with another User, including an Agency continuing to use a Clinician’s profile or information after the Clinician no longer works with the Agency; and * Falsely stating that one Clinician will perform the work on a job when another will in fact perform the work, including submitting a proposal on behalf of a Clinician that is unable, unwilling, or unavailable to do the work.
We reserve the right, but do not assume the obligation, to investigate any violation of these Terms. We may investigate violations and may remove, disable access to, or modify any content that violates these Terms. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate User information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of these Terms.
3. REPORTING AND CORRECTING VIOLATIONS
If you become aware of any violation of these Terms, you must immediately report it to Customer Service. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of these Terms.
Effective date: May 16, 2018
3. Proprietary Rights.
Enzyme may change, suspend, or discontinue any aspect of the Widget at any time, or restrict your access to the Widget or to parts or all of the Content or the Site without notice or liability. Enzyme may terminate your license in Section 2 without notice at any time, with or with cause, by ceasing to support the Widget or the Content or by forbidding you to use the Widget or Marks or by any other means.
5.Disclaimer of Any Warranty.
ENZYME DOES NOT REPRESENT OR WARRANT THAT THE WIDGET OR THE CONTENT IS FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR IS RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID.THE WIDGET AND THE CONTENT ARE PROVIDED “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND ENZYME EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT.
6. Limitation of Liability.
IN NO EVENT WILL ENZYME BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THIS LIMITATION SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ENZYME IS ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
You shall indemnify, defend and hold harmless Enzyme and its subsidiaries, affiliates, officers, agents, employees, representatives and agents from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to (i) your use of the Widget, Content or Marks, or (ii) your website, including without limitation infringement of the Proprietary Rights or other rights of any third party.
8. General Terms