1. Introduction:
Please read this page carefully. It contains the terms and conditions (the "Terms and Conditions") governing your access to and use of the MDEmployment Web Site and Web Services and the Services (as each are defined below) provided by MDEmployment, LLC or one of its divisions (collectively, "MDEmployment"). If you do not accept these Terms and Conditions or you do not meet or comply with their provisions, you may not use the MDEmployment Web Sites or Services. These Terms and Conditions are effective as of May 24, 2021.
2. Binding Agreement.
These Terms and Conditions (as they may be amended from time to time by MDEmployment), together with your Candidate Search Service Agreement or Job Seeker Agreement (if applicable), form a binding agreement (the "Agreement") between you and MDEmployment. Your access to or use of the MDEmployment Web Sites or Services indicates your acceptance of these Terms and Conditions. You are agreeing to use the Sites at your own risk.
3. Certain Definitions.
The following definitions apply to this Agreement:
3.1 "MDEmployment Materials"
includes any materials, methodologies, implementation plans or other intellectual property used during the provision of Services.
3.2 "MDEmployment Web Site" or the "Site" (collectively, the "MDEmployment Websites" or the "Sites")
means any web site under MDEmployment's control, whether partial or otherwise and includes such Site's Content, MDEmployment Materials and Services (as applicable in each context).
3.3 "Content"
means MDEmployment's web pages, web forms, programming (including software code used on the Sites and in the Services, including (i) tools, kits, and object libraries, (ii) all third-party or open source code embedded therein, and (iii) any upgrades, updates, releases, fixes, enhancements or modifications to the foregoing), graphics, images, design (color combinations and page layout), text, information, data, resumes stored in various commercial databases operated and licensed by MDEmployment, data submitted via the Sites by Users and other content made available through the Sites by MDEmployment.
3.5 "Document"
refers to any posting to a Site, whether job, resume or other Job Seeker information.
3.6 "Employer"
means a person or entity in the medical field that is accessing a Site to post a job or utilizing the Services for any reason related to the purpose of seeking candidates for employment.
3.7 "Employer Materials"
includes any brochures, emails, sample job postings, web site content, career fair material, audio, videos, photographs, logos, trademarks, service marks, domain names, documents or other materials provided by Employer, if any, for use in connection with the Services.
3.9 "Job Seeker"
means a User who is accessing a Site to search for a job or in any other capacity except as an Employer, including but not limited to medical recruitment firms or agencies.
3.10 "Services"
means any services provided by MDEmployment or its agents described herein and specified more fully in the Candidate Search Service Agreement.
3.12 "User"
efers to any individual or entity that uses any aspect of the Sites.
3.13 "You" or "you"
means the person who (or the entity on behalf of whom you are acting) that is agreeing to these Terms and Conditions.
4. Intellectual Property Rights and Acceptable Use of the Sites and Services.
4.1 General Use Rules.
The Sites are intended for individuals seeking employment and for employers or recruiters seeking candidates for employment. You may use the Sites only for lawful purposes within the stated context of MDEmployment's intended and acceptable use of the Sites. MDEmployment is the sole interpreter of the Sites' intended and acceptable use.
4.2 MDEmployment Intellectual Property Rights.
The Sites, the MDEmployment Materials and all right, title and interest in and to the Sites and MDEmployment Materials are the sole property of MDEmployment or its licensors, and are protected by United States and foreign copyright, trademark and other laws. Except for the limited licenses expressly granted to you in these Terms and Conditions, MDEmployment reserves for itself and its licensors all other rights, title and interest. Without limitation on the foregoing, you may not reproduce, modify, display, sell, or distribute the Content or MDEmployment Materials, or use them in any other way for public or commercial purpose. Notwithstanding anything to the contrary contained herein, this prohibition includes: (a) copying or adapting the HTML code used to generate web pages on the Sites; (b) using or attempting to use engines, manual or automated software, tools, devices, agents, scripts, robots or other means, devices, mechanisms or processes (including, but not limited to, browsers, spiders, robots, avatars or intelligent agents) to navigate, search, access, "scrape," "crawl," or "spider" any web pages or any Services provided on the Sites other than the search engine and search agents available from MDEmployment on such MDEmployment Sites and other than generally available third party web browsers (e.g., Internet Explorer, Firefox, Safari); and (c) aggregating, copying or duplicating in any manner any of the Content or information available from any of the MDEmployment Sites, without the express written consent of MDEmployment. The use of the Content on any other web site or in a networked computer environment for any purpose is strictly prohibited. The MDEmployment Materials are not considered to be works for hire and you may duplicate such MDEmployment Materials only for the purposes outlined in the Agreement. "MDEmployment," "Personified", the MDEmployment design logo and certain other names or logos are service marks or trademarks of MDEmployment, and all related product and service names, design marks and slogans are the service marks or trademarks of MDEmployment. In addition, the "look" and "feel" of the Sites (including color combinations, button shapes, layout, design and all other graphical elements) are also protected by MDEmployment's trademarks, service marks and copyrights. Any code that MDEmployment creates to generate or display the Content or the pages making up the Sites is also protected by MDEmployment's copyright. You must retain all copyright, trademark, service mark and other proprietary notices contained on the Content or MDEmployment Materials on any authorized copy you make of the Content or MDEmployment Materials. All other product and service marks contained on the Sites are the trademarks of their respective owners.
4.3 License to Use by Users who are Job Seekers.
MDEmployment hereby grants you a limited, terminable, non-exclusive right to access and use the Sites only for your personal use seeking employment opportunities for yourself or those you represent or intend to represent as medical recruiters. This authorizes you to view and download a single copy of the material on the Sites solely for your personal, noncommercial use. You agree that you are solely responsible for the content of any Document you post to a Site and any consequences arising from such posting. Your use of the Sites is a privilege. MDEmployment reserves the right to suspend or terminate that privilege for any reason at any time, in its sole discretion. You may not sell, transfer or assign any of the Services or your rights to any of the Services provided by MDEmployment to any third party without the express written authorization of MDEmployment.
4.4 License to Use by Users who are Employers.
MDEmployment hereby grants you a limited, terminable, non-exclusive right to access and use the Sites only for your internal business use seeking candidates for employment. This authorizes you to view and download a single copy of the material on the Sites solely for your personal use directly related to searching for and recruiting job prospects. MDEmployment also grants you a limited, terminable, non-exclusive license to use the MDEmployment Materials and Services for your internal use only. You may not sell, transfer or assign any of the Services or your rights to any of the Services provided by MDEmployment to any third party without the express written authorization of MDEmployment. You agree that you are solely responsible for the content of any Document you post to a Site and any consequences arising from such posting. MDEmployment reserves the right to suspend or terminate your access and use at any time if MDEmployment determines that you are in breach of these Terms and Conditions.
4.5 Employer Materials.
Employer represents, warrants and covenants that any Employer Materials provided by Employer for use in connection with the Services will not violate any laws or regulations or third-party proprietary rights, including, without limitation, copyright, trademark, obscenity, rights of publicity or privacy, and defamation laws. Employer hereby grants MDEmployment a non-exclusive, worldwide, royalty-free license to use the Employer Materials and to hyperlink to Employer's website in connection with the Services.
4.6 Use of Aggregate Data.
You understand and agree that MDEmployment owns and has the right to collect, extract, compile, synthesize, and analyze Aggregate Data. MDEmployment may use such Aggregate Data for any lawful business purpose without a duty of accounting to you, provided that the data and information is used only in an aggregated and anonymized form so that it cannot be identifiable as relating to you, your Company or to any other Job Seekers. "Aggregate Data" means de-identified aggregated data or information regarding Job Seekers' educational or career history (including, by way of example and not limitation, aggregate data relating to Job Seekers' occupation, location, salary, education and experience).
4.7 Other Specific Rules Regarding Site Usage.
You represent, warrant and agree that will not use (or plan, encourage or help others to use) the Sites for any purpose or in any manner that is prohibited by these Terms and Conditions or by applicable law and that you will not share your User information or password with any individual or entity. It is your responsibility to ensure that your use of the Sites complies with these Terms and Conditions and all applicable laws.
5. Third Party Providers.
You acknowledge and agree that MDEmployment may provide the Services using third party providers, including subcontractors and consultants (the "Third Party Providers").
6. Disclaimers and Limitations on MDEmployment's Liability.
6.1 Allocation of Responsibility.
MDEmployment assumes no responsibility for Documents posted by Users and no responsibility for the activities, omissions or other conduct of Users. MDEmployment acts as a portal for the online distribution and publication of User submitted information and has no obligation to screen communications or information in advance and is not responsible for screening or monitoring Documents posted by Users.
6.2 No endorsements by MDEmployment.
Nothing on the Sites shall be considered an endorsement, representation or warranty with respect to any User or third party, whether in regards to its web site, products, services, hiring, experience, employment or recruiting practices, or otherwise.
6.3 WARRANTY DISCLAIMERS.
(a) THE SITES ARE PROVIDED ON AN 'AS IS' BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. MDEMPLOYMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. MDEMPLOYMENT MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SITES.
(b) WITHOUT LIMITATION ON THE FOREGOING:
(i) MDEMPLOYMENT DOES NOT WARRANT THAT THE SITES WILL OPERATE ERROR-FREE OR THAT THE SITES AND THEIR SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE SITES RESULTS DIRECTLY OR INDIRECTLY IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, MDEMPLOYMENT IS NOT RESPONSIBLE FOR THOSE COSTS.
(ii) MDEmployment makes no representations or guarantees regarding the truthfulness, accuracy, LEGALITY, completeness, timeliness or reliability of any Documents posted by Users, or of any other form of communication engaged in by Users. Documents may contain inaccuracies or typographical errors. You agree that any reliance on Documents posted by Users, or on any other form of communication with Users, will be at your own risk.
(iii) MDEmployment makes no representations or guarantees regarding the Content of the Sites, including, but not limited to, broken links, inaccuracies or typographical errors.
(iv) MDEMPLOYMENT MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE EFFECTIVENESS OF THE SERVICES OR TIMELINESS OF THE SERVICES IN MEETING YOUR EMPLOYMENT OBJECTIVES. MDEMPLOYMENT DOES NOT GUARANTEE THAT THE SERVICES WILL RESULT IN CANDIDATES BEING HIRED, POSITIONS BEING FILLED OR EMPLOYEES BEING RETAINED, AND IS NOT RESPONSIBLE OR LIABLE FOR ANY BUSINESS, EMPLOYMENT, HIRING AND/OR SALARY DECISIONS, FOR WHATEVER REASON MADE, MADE BY YOU.
6.4 DAMAGE LIMITATIONS, ALLOCATIONS OF LIABILITY AND EQUITABLE RELIEF.
(a) YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITES, THE INTERNET GENERALLY, AND THE DOCUMENTS OR EMPLOYER MATERIALS THAT YOU POST, PROVIDE OR ACCESS AND FOR YOUR CONDUCT ON AND OFF THE SITES.
(b) IN NO EVENT SHALL MDEMPLOYMENT (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY NON-DIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITY, OR BUSINESS INTERRUPTION) RESULTING FROM OR ARISING UNDER OR IN CONNECTION WITH SERVICES OR THE USE OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE SITES AND/OR ANY DOCUMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MDEMPLOYMENT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(c) BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THE PRECEDING PARAGRAPH MAY NOT APPLY TO YOU. IF ANY ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN MDEMPLOYMENT'S MAXIMUM LIABILITY TO YOU FOR ANY NON-DIRECT TYPE OF DAMAGES SHALL BE LIMITED TO U.S. $200.00 IN THE AGGREGATE.
(d) IN NO EVENT SHALL MDEMPLOYMENT (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS IN THE AGGREGATE OF US$200.00 (OR, IF YOU ARE AN EMPLOYER WITH A SERVICES AGREEMENT WITH MDEMPLOYMENT, THE AMOUNTS ACTUALLY PAID BY YOU TO MDEMPLOYMENT UNDER THIS AGREEMENT IF GREATER THAN US$200.00).
(e) Due to the nature of this Agreement, in addition to money damages, you agree that MDEmployment will be entitled to equitable relief upon a breach of this agreement by you.
6.5 User Authentication.
Because User authentication on the Internet is difficult, MDEmployment cannot and does not confirm that each User is who they claim to be. Because MDEmployment does not and cannot be involved in User-to-User dealings or control the behavior of participants on the Sites, in the event that you have a dispute with one or more Users, you release MDEmployment from claims, demands and damages (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
7. Links to Other Sites.
MDEmployment's Site or Site's may contain links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by MDEmployment of the contents on such third-party web sites. MDEmployment is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party web sites. If you decide to access linked third-party web sites, you do so at your own risk.
8. Amendments to this Agreement and Changes to Sites.
MDEmployment may revise these Terms and Conditions at any time by updating this page. Changes will be binding on you on the date they are posted on the Sites (or as otherwise stated in the any notice of such changes). Any use of a Site will be considered acceptance by you of the then-current Terms and Conditions (including any exhibits thereto) contained on such Site. If at any time you find the Terms and Conditions unacceptable, you may not use the applicable Site any longer. Any new or different terms supplied by you are specifically rejected by MDEmployment unless MDEmployment agrees to them in a signed writing specifically including those new or different terms. MDEmployment may change the Sites at any time.
9. Indemnity.
You agree to defend, indemnify, and hold harmless MDEmployment (and its subsidiaries, affiliates, officers, directors, employees and agents) from and against any third party claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) alleging or resulting from or in connection with your use of the Sites, any Document posted by you, your use of the Services or your breach of this Agreement. MDEmployment shall use reasonable efforts to provide you prompt notice of any such claim, suit, or proceeding and may assist you, at your expense, in defending any such claim, suit or proceeding.
10. User Information and Privacy Policy.
10.1
When you register on any of the MDEmployment Sites or in connection with the Services, you will be asked to create an account and provide MDEmployment with certain information, including but not limited to, a valid email address ("User Information"). You acknowledge and agree that you have no ownership rights in your account.
10.2
All User Information will be used in accordance with the terms of MDEmployment's Privacy Policy. Please note, as set forth in the Privacy Policy, that MDEmployment may collect certain User Information. In addition, MDEmployment reserves the right to comply, in its sole discretion, with legal requirements, requests from law enforcement agencies or requests from government entities, even to the extent that such compliance may require disclosure of certain User Information.
11. General.
This Agreement is governed by the substantive laws of the State of Missouri. Jurisdiction for any claims arising under this Agreement shall lie exclusively with the state or federal courts in the State of Missouri. The sole relationship between you and MDEmployment is that of independent contractors. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts and provisions of this Agreement, which shall remain in full force and effect. All provisions of this Agreement shall survive termination except those granting access or use to the Sites, and you shall cease all your use and access thereof immediately. You may not assign or transfer your obligations under this Agreement. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
12. Rules regarding Posting, Conduct and Security.
The following rules apply to your use of the Sites and/or the Services. The list of rules is for illustration only and is not a complete list of all posting, conduct and security rules.
13.1 Posting Rules:
(a) You may not post any Document to a Site that contains: (i) URLs or links to web sites other than to recruitment related pages on your company web site; (ii) copyrighted material (unless you own the copyright or have the owner's permission to post the copyrighted material); (iii) trade secrets (unless you own them or have the owner's permission to post them); (iv) material that infringes on or misappropriates any other intellectual property rights, or violates the privacy or publicity rights of others; (v) irrelevant keywords or white text keywords (including any words embedded in the Document and hidden from the User); (vi) anything that is discriminatory, sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, or hateful; or (vii) anything that is embarrassing or offensive to another person or entity.
(b) You may not use a Document(s) to: (i) impersonate another person, living or dead; (ii) post false, inaccurate or misleading information, opinions or notices (commercial or otherwise) or chain letters; (iii) post advertisements, or solicitations of business (including, but not limited to, email processors, any pyramid scheme or "club membership");
(c) Your Document(s) must contain sufficient detail to convey clearly to the User the nature and requirements of the job opportunity, or, in the case of Users seeking employment, your qualifications as a candidate for employment. Documents that encourage the User to "email for more details" are not permitted.
(d) Job postings must describe individual openings for the following employment opportunities:__________________________;
(e) Resume postings must contain the accurate resume of a living individual seeking employment on a full-time, part-time, or contractual basis on his or her own behalf.
(f) MDEmployment is under no obligation to monitor the Documents posted on the Sites.
14.2 Conduct Rules:
(a) You may not respond to postings by other Users in any manner or for any purpose other than that which is expected (i.e., to apply for the job or to initiate further discussion with the candidate). Communications soliciting the Employer's business are prohibited.
(b) You may not send unsolicited commercial email to Users.
(c) Protect your password. Your MDEmployment account and any related Services accessed through such account are to be accessed and used solely by you. Upon your successful registration for a MDEmployment account, you will be provided with a unique password that will permit you to access the account. You may not provide your password or otherwise permit access to your MDEmployment account to any third party. You are responsible for maintaining the confidentiality of your information and password. You agree to protect and keep your password confidential, to change your password on a regular basis, and to maintain appropriate and regularly updated malware scanning and cleaning tools on your network and individual computer(s).You are responsible for all uses of your account, whether or not authorized by you. If others use your password to post inappropriate material on the Sites, you risk losing your access to the Sites. You agree to notify MDEmployment immediately of any unauthorized use of your account or password.
(d) You may not delete or revise any material posted by any other person or entity.
(e) If at any time MDEmployment comes to the understanding that you: (i) misled MDEmployment regarding your business practices and/or services, or (ii) purchased services that do not represent your precise business, MDEmployment reserves the right to terminate your Agreement.
14.3 Security Rules:
(a) Users are prohibited from violating or attempting to violate the security of the Sites, including, without limitation: (i) accessing data not intended for such User or logging into a server or account which the User is not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Sites, overloading, "flooding", "mail bombing" or "crashing"; (iv) sending unsolicited e-mail, including promotions and/or advertising of products or services; (v) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.
(b) Violation of these Security Rules may result in civil or criminal liability. MDEmployment will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.
