Terms of Service

These Terms of Service (“Terms of Service”) govern your access to and use of the PRN Shift Connect LLC website and the PRN Shift Connect LLC scheduling platform, as well as any services offered on or in connection with the Site, including without limitation, customer support services (collectively, the “Services”). This is a legally binding agreement between you and PRN Shift Connect LLC. 

The terms “User” and “Users”  or "Facility" refer to all individuals and other persons who access or use the Services, including, without limitation, any business entities or other organizations that register accounts or otherwise access or use the Services through their respective representatives.

PRN Shift Connect operates an online marketplace, accessed through the Site, that allows third-party clients (each, a “Client”) to post open shifts at facilities (each, a “Facility”), and allows third-party independent contractor professionals (each, a “Professional”) to view and sign up to work such shifts if they so choose.

By signing up for a PRN Shift Connect account or by otherwise using the Site or the Services (regardless of whether you register as a User of the Services), you are agreeing that you have read, understand, and agree to be bound by these Terms of Service.

If you agree to the Terms of Service on behalf of a business entity or other organization, you represent and warrant that you have the authority to bind that entity or organization to the Terms of Service and agree that you are binding both you and that entity or organization to the Terms of Service. In that event, “you” and “your” will refer and apply to both you and that entity or organization.

By using the Site or the Services, you also acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with PRN Shift Connect privacy policy, which is incorporated into these Terms of Service by reference. You also agree to abide by any additional Marketplace Terms (as defined herein) or other requirements for Users that are published on the Site. Certain features of our Services may be subject to additional terms and conditions, which are incorporated herein by reference.

If you do not agree or are unable to agree to be bound by these Terms of Service, do not use the Site or the Services.

We may amend these Terms of Service at any time by posting the amended Terms of Service on the Site. When changes are made, we will make the revised version available on this webpage, and will indicate at the top of this page the date that revisions were last made. If we make a material change to the Terms of Service, we will notify you by sending a notice to the email address registered to your account and/or by posting a notice on our Site. Your use of the Site or the Services after the effective date of any changes to these Terms of Service (“Effective Date”) will constitute acceptance by you of such changes.

1. PRN SHIFT CONNEC ACCOUNTS

1.1 REGISTRATION AND ACCEPTANCE

By registering for an account to use the Services and Site (an “Account”), by using the Site or 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 abide by these Terms of Service.

To access and use certain portions of the Site and the Services, you must register for an Account. Subject to the Site and Services Terms of Use, certain portions of the Site are available to you as a visitor to the Site (“Site Visitor”), including before your Account registration has been accepted. We reserve the right to decline a registration for a PRN Shift Connect Account for any lawful reason.

1.2 ACCOUNT PROFILE

To register for an Account, or add an Account type, to use the Site and Services, you must complete a User profile (“Profile”), which you consent to be shown to 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 any false or misleading information about your identity or location, your business, or the services your business provides and to correct any such information that is or becomes false or misleading.

2. RELATIONSHIP BETWEEN PRN SHIFT CONNECT AND USERS

2.1 PRN SHIFT CONNECT'S ROLE AS A MARKETPLACE

PRN Shift Connect merely makes the Site and Services available to enable Professionals and Clients to find and transact directly with each other. PRN Shift Connect does not introduce Professionals to Clients or vice versa; select shifts or Clients for Professionals; or select Professionals for Clients. Through the Site and Services, Professionals have access to Clients that may be seeking the services they offer, and Clients have access to Professionals who may offer the services they seek. Users alone decide which shift(s), if any, to post or book on PRN Shift Connect’s marketplace. In addition, Users alone are responsible for evaluating and determining the suitability of any shift, Client or Professional.

PRN Shift Connect has no responsibility, whether relating to payment or otherwise, with respect to any shift that is not posted on the Site and confirmed by a Client.

2.2 USERS ARE INDEPENDENT FROM PRN SHIFT CONNECT

All Professionals shall be independent contractors of PRN Shift Connect. No Professional will be an employee of PRN Shift Connect. Nothing in these Terms of Service is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between PRN Shift Connect and a User. Users, including, without limitation, Clients and Professionals, acknowledge they have no authority to bind PRN Shift Connect or its affiliates and they shall not hold themselves out as an employee, agent or authorized representative of PRN Shift Connect or any its affiliates.

Clients are solely responsible for and have complete discretion with regard to their use of and activities on PRN Shift Connect’s marketplace, including which, if any, shifts they post, and actions they take and decisions they make with respect to any Professionals with whom they connect for shifts. No actions or decisions of a Client shall in any way affect the relationship of Professionals with PRN Shift Connect, which shall remain that of an independent contractor under all circumstances.

2.3 NO GUARANTEES BY PRN SHIFT CONNECT

PRN Shift Connect does not make any representations about or guarantee the truth or accuracy of information contained in any User Profile or other User Content on the Site. You acknowledge, agree, and understand that PRN Shift Connect does not, in any way, supervise, direct, control, or evaluate Professionals or their work, or Clients or their Facilities.

3. BILLING AND PAYMENTS

3.1. COMPENSATION TO PRN SHIFT CONNECT

Facility agrees to pay for services rendered under this agreement in accordance with with Exhibit A (Facility Rates), plus all applicable federal, state, and local taxes that may be payable by PRN Shift Connect, including but not limited to: sales/use tax, excise tax, and gross receipt tax. Should PRN Shift Connect be required to pay healthcare professional any wage/hourlky penalty by federal or state law, such penalty shall be billed to Facility.

3.2 INVOICING

Invoices shall be rendered twice a month and delivered via email by our web based digital invoicing software. Invoices shall be sent to the billing representative as designated by Facility. Payment for invoices shall be due within 7 days of invoice date. Information on the invoice shall be deemed accurate and affirmed by Facility unless Facility notifies PRN Shift Connect in writing specifying the particular error(s), omission(s), or objection(s) within 14 days of the date of invoice. Failure to notify PRN Shift Connect within that time shall constitute a waiver by Facility of any objection thereto.

In order to use Services, a User must provide information for at least one account representative who will be responsible for payments on account (billing representative). PRN Shift Connect will send invoices for billable services twice a month to the billing representative so named by User and must be paid promptly to avoid interruption of Services. Invoicing and payments are done electronically via PRN Shift Connect’s invoicing software. To the extent permitted by applicable law you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your payment method information. PRN Shift Connect may condition access, the Site, or the Services on the User’s provision of reasonable assurances that it is able to make the required payments.

By providing payment method information through the invoicing software and authorizing payments with the payment method, you represent, warrant, and covenant that: (a) you or your representative are legally authorized to provide such information; (b) you or your representative are legally authorized to make payments using the payment method; (c) if you or your representative are an employee or agent of a company or person that owns the payment method, then you or your representative are authorized by the company or person to use the payment method to make payments on PRN Shift Connect; and (d) such actions do not violate the terms and conditions applicable to your use of such payment method or applicable law.

When you authorize a payment using a payment method via the invoicing software, you or your representative represent and warrant 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 these Terms of Service cannot be collected from your payment method, you are solely responsible for paying such amounts by other means.

PRN Shift Connect is not liable to any User if PRN Shift Connect does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with such payment method. 

3.3 TIMEKEEPING; COMPENSATION OF HEALTH CARE PROFESSIONALS.

Health Care Professionals will use a GPS enabled mobile app, or other electronic timecard system as designated by PRN Shift Connect for time keeping purposes. In the event that Health Care Professional is unable to clock in/out using the mobile app, Health Care Professional will use a paper time sheet provided by PRN Shift Connect, and will have authorized Facility personnel sign for verification. PRN Shift Connect will provide Facility with a copy of any and all paper time sheets that need to be used. PRN Shift Connect has responsibility for all compensation of Health Care Professionals working at Facility's under this agreement.

4. COMMUNICATING THROUGH THE SITE OR THE SERVICES

The provisions of this Section 5 apply to any interaction between Users via the Site or the Services. Users agree to use the communication services available on the Site to communicate with other Users regarding their engagement with each other, including rate negotiations (shift bonuses), discussion of other terms, arrival details to the location, and coordination during shifts.

You are prohibited from using the communication services to post or transmit any unlawful, threatening, libelous, defamatory, obscene, pornographic, illegal, or any material that could constitute conduct that would be considered a criminal offense, could violate the rights of any party, or could otherwise violate any law or give rise to civil or criminal liability.

In all cases, we reserve the right, but are not obligated, to remove any content, message, or transmission you have made for any or no reason, including but not limited to, messages that, in our sole discretion, violate these Terms of Service. We also reserve the right to suspend or permanently deactivate your Account, if we determine, in our sole discretion, that you violate these Terms of Service.

5. QUALIFICATIONS OF HEALTH CARE PROFESSIONALS.

PRN Shift Connect shall follow its standard certification and credential requirements for its Health Care Professionals, which include: verification of current license and/or certification, verification of two work/professional references, verification or current BLS certification, verification of annual two step tuberculosis or chest X-Ray, criminal background check, proof of immunizations/vaccines, proof of physical clearance/exam. 

6. PRN SHIFT CONNECT SMS MESSAGING PROGRAM

If you provide your mobile phone number to PRN Shift Connect and consent to receive SMS messages, you may receive recurring text messages from PRN Shift Connect related to your use of the Services. The PRN Shift Connect SMS messaging program (the “SMS Program”) is operated by PRN Shift Connect. Message frequency varies. Message and data rates may apply. Reply STOP to cancel.

7. WARRANTY DISCLAIMER

Except to the extent that you and PRN Shift Connect have otherwise agreed in writing, you agree not to rely on the Site, the Services, any information on the Site, or the continuation of the Site. The Site and the Services are provided “as is” and on an “as available” basis. PRN Shift Connect makes no representations or warranties with regard to the Site; the Services; work product; textual, audio, and/or visual content and information, and submission of entries for competitions and promotions; or any activities or items related to these Terms of Service. To the maximum extent permitted by applicable law, PRN Shift Connect 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 8 (Termination of Terms of Service) states your sole and exclusive remedy against Clipboard with respect to any defects, non-conformances, or dissatisfaction.

8. LIMITATION OF LIABILITY

Except to the extent that you and PRN Shift Connect have otherwise agreed in writing, PRN Shift Connect 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 Services;
• Delays or disruptions in our Site or Services;
• Viruses or other malicious software obtained by accessing, or linking to, our Site      or Services;
• Glitches, bugs, errors, or inaccuracies of any kind in our Site or Services;
• Damage to your hardware device from the use of the Site or Services;
• The content, actions, or inactions of third parties’ use of the Site or Services;
• Reviews, ratings, suspensions, deactivation, or other action taken with respect to      your Account;
• Your reliance on the quality, accuracy, or reliability of posted shifts, User Profiles, ratings, recommendations, and feedback (including their content, order, and display), composite information, 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.
• In addition, in no event will PRN Shift Connect, 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. These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with these 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.

9. INSURANCE AND SAFETY LAWS.

Facility accepts responsibility for compliance with all relevant safety and health laws and regulations during the period of a Health Care Professional's assignmet under under Facility's supervision. Facility will provide each Health Care Professional with all necessary site-specific training, orientation, equipment and evaluations required by federal, state or local occupational safety laws or rules. Facility will only assign Health Care Professional to work the clinical specialty areas in which they are professionally qualified and orientated to work. 

10. TERMINATION OF TERMS OF SERVICE

1.1 TERMINATION

Except to the extent that you and PRN Shift Connect have otherwise agreed in writing, either of us may terminate these Terms of Service in our sole discretion, at any time, without explanation, upon written notice to the other, except as otherwise provided herein. In the event you properly terminate these Terms of Service, your right to use the Site and Services will be automatically revoked, and your Account will be permanently deactivated. You understand and acknowledge that termination of these Terms of Service (or attempt to terminate these Terms of Service) does not terminate or otherwise impact any obligation to pay outstanding fees. You will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open invoice, whichever is later, to PRN Shift Connect for any Services or such other amounts owed under the Terms of Service.

Without limiting PRN Shift Connect’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke or limit access to the Site or Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Services to you if: (i) you breach the letter or spirit of any terms and conditions of these Terms of Service or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or PRN Shift Connect or our affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; (iv) you commence, or have commenced against you, proceedings related to bankruptcy, receivership, reorganization, assignment for the benefit of creditors, or similar legal process that would call into question your ability to pay for the Services, or (v) we are required to by law, legal process, or law enforcement. If your Account is deactivated, you may not use the Site under the same Account or a different Account or re-register under a new Account without PRN Shift Connect’s prior written consent.

You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of a User’s Account status to all Users, including both yourself and other Users.

10.2 SURVIVAL

After these Terms of Service terminate as to you, the provisions of these Terms of Service that expressly or by their nature contemplate performance after such termination will survive and continue in full force and effect. Without limiting any other provisions of these Terms of Service, the termination of these Terms of Service for any reason will not release you or PRN Shift Connect from any obligations incurred prior to such termination or that thereafter may accrue in respect of any act or omission prior to such termination.

10.3 DISPUTES BETWEEN YOU AND PRN Shift Connect - AGREEMENT TO ARBITRATE

All disputes arising out of this agreement shall be submitted to the American Arbitration Association on an individual basis for binding arbitration pursuant to its Consumer Arbitration Rules. The arbitration shall take place remotely by Zoom or an equivalent videoconferencing platform before an arbitrator based in the State of Wisconsin. Attorney’s fees may be awarded to the prevailing party at the discretion of the arbitrator. In no event shall the Arbitrator have the power to alter or amend this agreement or award any relief inconsistent with the provisions herein or unavailable in a court of law. Any arbitration arising from this section shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. § 1 et seq., or, if the FAA is silent, the laws of the State of Wisconsin (without regard to conflict of law principles).

This arbitration provision applies only to disputes arising out of these Terms of Service or your use of the Site. This provision does not apply to disputes arising from any applicable Independent Contractor Agreement, Marketplace Access Agreement, or other contract between you and PRN Shift Connect. To the extent that this provision is inconsistent with any provision in any such agreement, the provisions of that agreement control.

11. GENERAL

11.1 ENTIRE AGREEMENT

These Terms of Service set forth the entire agreement and understanding between you and PRN Shift Connect relating to the subject matter hereof and, except as provided below, cancel and supersede any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, with respect to such subject matter. However, nothing in these Terms of Service shall supersede, amend or modify the terms of any separate agreement(s) between you and PRN Shift Connect relating to services performed or procured using PRN Shift Connect’s marketplace, including, without limitation, any Independent Contractor Agreement or Marketplace Access Agreement.

The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though PRN Shift Connect 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 PRN Shift Connect because of the authorship of any provision of the Terms of Service.

11.2 MODIFICATIONS; WAIVER

No modification or amendment to the Terms of Service will be binding upon PRN Shift Connect unless it is agreed to in a written instrument signed by a duly authorized representative of PRN Shift Connect or posted on the Site by PRN Shift Connect. Email will not constitute a written instrument as contemplated by this Section 10.2. PRN Shift Connect’s failure to act with respect to a breach by you or others does not waive PRN Shift Connect’s right to act with respect to subsequent or similar breaches. PRN Shift Connect does not guarantee it will take action against all breaches of these Terms of Service.

11.3 ASSIGNABILITY

You may not assign the Terms of Service, or any of its rights or obligations hereunder, without PRN Shift Connect’s prior written consent in the form of a written instrument signed by a duly authorized representative of PRN Shift Connect. PRN Shift Connect may freely assign these Terms of Service without your consent. Any attempted assignment or transfer in violation of this Section 10.3 will be null and void.

Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

11.4 SEVERABILITY; INTERPRETATION

If and to the extent any provision of these Terms of Service is held to be illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective only 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.

11.5 FORCE MAJEURE

The parties to these Terms of Service will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period 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 conditions beyond the reasonable control of such party.

11.6 CONSENT TO USE ELECTRONIC RECORDS

In connection with the Site and Services Terms of Use, below, you may be entitled to receive, or PRN Shift Connect may otherwise provide, certain records from PRN Shift Connect or our affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give PRN Shift Connect permission to provide these records to you electronically instead of in paper form. 

11.7 CHOICE OF LAW

These Terms of Service shall be governed by and construed in accordance with the substantive and procedural laws of the state of Wisconsin, without regard to conflict of law principles.