AGREEMENT
This is a valid and enforceable agreement between:
ChiLu Management Systems, LLC
Website: https://RNTravelWeb.com
5230 Land O’ Lakes Blvd.
#1213
Land O Lakes, FL 34639
Phone: 863-238-3936
(hereinafter called, “ChiLu”) and the Employer, (hereinafter called, “You”, “Your” or “Employer”). In consideration of the mutual benefits to be derived by each party and the terms, covenants and agreements contained in this Agreement, the parties to this Agreement agree as follows:
1. AGREEMENT. You agree that Your use of the website, RNTravelweb.com, (hereinafter called “Site”) and Your submission of the Employer Signup information, thereon, constitutes Your agreement to the terms, conditions and provisions contained on the Site and in this Agreement. If you do not agree to all such terms, conditions and provisions of the Site and this Agreement, then you must stop using the Site immediately and must not fill in and submit the Employer Signup information.
2. SERVICES PROVIDED. ChiLu maintains information and profiles of qualified healthcare Professional candidates for travel positions and will provide such information and profiles to Employer, subject to the terms, conditions and provisions or this Agreement. Such information to be provided shall include the following: (i) Healthcare Professional’s statement of one year of experience, (unless Employer has specified at the time of filling out the Employer Signup using the online form, that Employer wants to receive leads for Healthcare Professionals that have less than one year of experience in their profession); and (ii) Healthcare Professional’s contact information.
3. PAYMENT FOR SERVICES. Employee agrees that ChiLu will receive, as payment for providing such services, the amount of Five Dollars ($5.00) for each Healthcare Professional lead received by Employer from ChiLu. Payment may be made by check, payable to ChiLu Management Systems, LLC and sent to ChiLu at the address set forth above, or such payment may be made online, by credit or debit card.
4. PROCEDURES. The procedure for delivery of the Healthcare Professional profiles to Employer shall be as follows: (i) The profiles of Healthcare Professional candidates shall be delivered to Employer, by email transmission, each business day, as such profiles are received by, and made available to, ChiLu; (ii) No such delivery of profiles shall be made on weekends or holidays; (iii) All such profiles delivered to Employer that contain the healthcare Professional information, listed in Paragraph 2, above, shall be considered a valid Profile and the delivery thereof to Employer shall entitled ChiLu to the payment as set forth in Paragraph 3, above; (iv) Any person filling out the Employer Signup portion of the website on behalf of a company, employer or another person, to receive Healthcare Professional candidate profiles must have the authorization from such company, employer or other person to do so and Your use of the Site and filling out such Employer Signup constitutes your affirmation that you have such authority. Misrepresentation of this authority will result in you personally and legally being responsible for all fees incurred as a result of such misrepresentation; (v) Invoices for services provided will be sent to Employer by ChiLu every month and such Invoice will set forth the Healthcare Professional candidate profiles, which were delivered to Employer during the immediately preceding month.
5. LATE PAYMENTS. All payments are due Fifteen (15) Days from the date of the Invoice. All payments which are not paid when due, shall incur a late charge in an amount equal to Two Percent (2%) of the balance due, for each month, or part thereof, that such balance remains unpaid. In the event that the unpaid balance is not paid within Thirty (30) Days from the Invoice date, then and in such event, an additional late charge in an amount equal to Ten Percent (10%) of the unpaid balance shall be assessed. Balances which remain unpaid and delinquent for more than Ninety (90) Days shall be turned over for collection and additional penalties and charges may be incurred.
6. TERMINATION.Employer may cancel at anytime. ChiLu may terminate this Agreement and terminate Your rights thereunder and Your rights to use the Site, at any time and for any reason, including, but not limited to, the following:
(a) Operation of law;
(b) Material breach of any provision of this Agreement by You, including Your defaulting upon the timely payment of any amount due to ChiLu;
(c) Your becoming insolvent or filing for bankruptcy;
(d) Your breach of the provisions regarding Confidential Information, as set forth below:
Written notice sent by ChiLu to You, at the email address provided by You to ChiLu, shall constitute notice of termination.
7. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. You acknowledge and agree that in the performance of this Agreement, You, and/or Your employees and agents, will have access to private or confidential information belonging to the Healthcare Professional candidates or belong to ChiLu (hereinafter called the “Information”), and the Information may contain proprietary details and disclosures. All Information supplied by ChiLu to You shall remain the exclusive property of the Healthcare Professional candidate(s) supplying the same and ChiLu. You agree to use a reasonable degree of care, which in any event shall not be less than the same degree of care which You use to protect Your own proprietary and confidential information, to keep, and have Your employees and agents keep, confidential, any and all such Information. In keeping therewith, You shall not copy, publish, or disclose the Information to others, or authorize Your employees, or agents, or anyone else, to copy, publish or disclose it to others, without the written approval or the Healthcare Professional candidate(s) supplying the same and ChiLu, nor shall You make use of the Information, except for the purposes of selecting a Healthcare Professional candidate for a travel position.
These nondisclosure obligations will not apply to Information which:
(a) becomes generally known to the public by publication, or by any means, other than a breach of duty on Your part;
(b) is information previously known to You;
(c) is information released by the Healthcare Professional candidate and ChiLu, without restriction or released pursuant to a judicial or governmental decree.
8. DISCLAIMER. You agree that Your use this website, is at Your own risk. The site, and any related information, contents and/or materials are provided on an “as is” basis without warranties of any kind. The owner of the site, ChiLu Management Systems LLC, hereby disclaims all warranties, either express or implied, including but not limited to: warranties of title; implied warranties of merchantability; guarantees of accuracy or completeness; fitness for a particular purpose; non-infringement; and those arising by statute, or otherwise in law, or from a course of dealing or usage of trade; other than those warranties which are imposed by, and incapable of exclusion, restriction, or modification, under the laws applicable to this agreement. By Your use of the Site You expressly agree that ChiLu will not be responsible or liable for any damages, whether liquidated or unliquidated, in the event that Your account, or any personal information associated therewith, is hacked, stolen, modified or otherwise compromised in any way, by any person. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to You. This warranty gives You specific legal rights and You may also have other legal rights that vary from state to state.
No oral communication, opinion, advice or written correspondence, or other information provided by ChiLu, or the Site, will create a warranty of any kind, and You should not rely on any such information, opinion or advice. You acknowledge and agree that the provisions of this Disclaimer shall apply to all opinions, comments, advice and other information and that no warranties or guarantees whatever, either express or implied, are made by ChiLu as to the accuracy, completeness or truthfulness of the profiles of the Healthcare Professional candidates.
You acknowledge and agree that the use of this website and the information and services provided by this website are fully voluntary on Your part. You acknowledge and agree that all information provided by the website, including but not limited to, all opinions, comments, advice, texts, pictures, videos, graphics, links to other sites, or other information, as well as the profiles of Healthcare Professional candidates, may be modified, altered, updated, deleted or otherwise changed at any time and without any notice to You or to the public. You acknowledge and agree that, in the event You receive profile(s) of Healthcare Professional candidates from ChiLu and that you hire such candidate, that ChiLu does not make any guarantees or warranties as to result, and that ChiLu has no liability for any such result, favorable or unfavorable, which arises therefrom.
9. LIMITATION OF LIABILITY. In no event shall the website or ChiLu, its agents, employees or representatives, or any third party providers of services related to this site, be liable to You, or any other party, for any loss or injury, or any damages, either direct, indirect, punitive, special, incidental, consequential or otherwise (including, but not limited to personal injury, financial damages, whether liquidated or unliquidated, or any other issues of any type whatsoever) resulting from, or in any way connected to: (a) Your use of this site; (b) any information that You receive from this site; or (c) the performance, or nonperformance, by ChiLu, its agents, employees or representatives, or any third party providers of services related to this site; even if such party has been advised of the possibility of damages to such parties. This limitation of liability shall apply regardless of whether the claim asserted is based on contract, negligence, or any other theory of recovery. Some jurisdictions do not allow the exclusion of consequential or incidental damages, so some of the foregoing exclusions may not apply to You. You hereby waive any and all claims against the Site, ChiLu, its agents, employees or representatives, or any third party providers of or services related to this site, rising out of, or in any way connected to Your use of the site and/or any related services.You expressly agree that, in the event ChiLu is held liable for any damages related to this site, Your sole and exclusive remedy as to damages and legal relief will be limited to the reimbursement of the charges for any services, which may have been paid by You to ChiLu. You hereby waive any and all rights to bring any claim, or action related to this site, against the website, ChiLu, its agents, employees or representatives or any third party providers of services related to this site beyond one (1) year after the first occurrence of the kind of act, event, condition or omission upon which such claim or action is based.
10. HEADINGS. The headings used in these Terms are included by convenience only and will not limit or otherwise effect these Terms.
11. ASSIGNMENT. You may not assign, convey, subcontract or delegate Your rights, duties or obligations hereunder.
12. SEVERABILITY. These Terms shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.
13. ATTORNEY’S FEES. If ChiLu takes any action to enforce this Agreement, it will be entitled to recover from You, and You agree to pay, all reasonable and necessary attorneys’ fees and any cost of litigation, in addition to any other relief, at law or in equity, to which ChiLu may be entitled.
14. MODIFICATION. ChiLu may at any time modify these Terms, and Your continued use of this Site will be conditioned upon the terms and conditions in force at the time of Your use. Accordingly, You agree to review these Terms periodically, and Your continued access, use and/or posting on this Site shall be deemed Your acceptance of the changed Terms.
15. INDEMNIFICATION. You agree to indemnify and hold ChiLu and its subsidiaries, affiliates, officers, directors, agents, owners and employees harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of Your breach of this agreement or the documents it incorporates by reference, or Your violation of any law or the rights of a third party. ChiLu’s failure to act with respect to a breach by You or others does not waive its right to act with respect to subsequent or similar breaches.
16. GOVERNING LAW. Any disputes arising out of or related to the Site shall be governed by and construed and enforced in accordance with, the laws of the State of Florida applicable to contracts entered into and to be performed entirely within said State. Use of this Site is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation this paragraph. All disputes which cannot be resolved between the parties, and causes of action arising out of or connected with the Site, shall be resolved individually, without resort to any form of class action.
17. ENTIRE AGREEMENT. These Terms, together with those incorporated herein or referred to herein (including, without limitation, the terms, conditions and provisions of the Privacy Statement, relating to this Site) constitute the entire agreement between us relating to the subject matter hereof, and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amend.