PRACTICELINK - TERMS OF USE

Introduction

Thank you for using PracticeLink, a career advancement resource for healthcare professionals and organizations. Among other services, PracticeLink provides an online job bank and informational resource related to the healthcare industry located at practicelink.com and operated by PracticeLink, Ltd. to assist physicians and other healthcare providers in finding a new position and furthering their careers and to help healthcare employers locate the right physicians to fill open positions and manage ongoing recruitment processes. PracticeLink’s mission is to help healthcare organizations build the physician teams that heal the communities they serve by connecting job-seeking healthcare professionals and providers with the organizations that need their expertise.

Before you dive in and begin your search, however, there’s important legal terms you need to know. These Terms of Use (these “Terms of Use”) set forth the legally binding conditions that govern i) your use of the Website and its Services, (ii) your subscription or membership with PracticeLink or its Services; (iii) your Account with PracticeLink, if any, and (iv) all web pages, features, functionality, applications, content, and other products and services made available by us on or through the Website. This Website applies to Members, Employers, Search Firms, RPO Providers and Non-Registered Users. Capitalized terms used in these Terms of Use shall have the meanings defined in the text of these Terms of Use or if not defined therein, as defined in Section II below.

Subject to the provisions of these Terms of Use:

If you are an Employer, Search Firm or RPO Provider after you subscribe to PracticeLink as a subscriber you will be able use the Website and the Services outlined in your Employer Contract or Search Firm Contract (collectively, referred to as your “Contract”), as applicable, which include, but may not be limited to (i) creating an Account; (ii) posting job opportunities to the Job Bank, (iii) searching, finding and reviewing Member Profiles; and (iv) utilization of our Recruitment Management System solution. Depending on the Services you subscribe to in your Contract, through the Recruitment Management System solution, you may be able to upload, store and manage Personal Information and Professional Information for candidates and job applicants submitted directly to you or obtained by you through third party sources other than PracticeLink (your “Employer Candidate Data”). To be accepted as an Employer, RPO Provider or Search Firm, you must meet the requirements provided in these Terms of Use, and any other requirements posted on the Website or required by us from time to time. Member Profiles are included in the Member Database in the manner set forth in these Terms of Use and, as may be determined by such Member, from time to time. If you find a Member that matches your needs, you (and not we) are responsible to contact that individual personally and negotiate a mutually acceptable arrangement by which you may engage or employ such Member. Please note, PracticeLink reserves the right, in its sole discretion, to limit the number of emails or other communications you send to Members through the PracticeLink Services.

If you are a Member, you may use the Website to search the Job Bank, create an Account, apply for job positions and participate in other programs, fairs and events, in the manner set forth herein and in the Website. You (not we) will be responsible to negotiate with Employers, RPO Providers and Search Firms who contact you (or who you contact) a mutually acceptable arrangement by which such Employer or RPO Provider may engage or employ you to provide certain services.

Privacy Policy; Additional Terms. These Terms of Use include the terms and conditions set forth herein as well as our Privacy Policy, located at practicelink.com/privacy, and incorporated into these Terms of Use by this reference. Certain areas of the Website and service offerings provided through the Website may be subject to additional terms and conditions posted by us on the Website or otherwise made available by us to you. Your access to and use of the Website and Services is conditioned upon your acceptance of such additional terms and conditions, which are hereby incorporated by reference into these Terms of Use.

Changes to these Terms of Use. We reserve the right to amend these Terms of Use from time to time. Any amendments shall be effective when posted by us on the Website or otherwise made available to you. Your access to and use of the Website after we have modified these Terms of Use shall signify your acceptance of the amended terms. It remains your responsibility to review these Terms of Use regularly to ensure that you are updated as to any changes.

Your Consent and Agreement to these Terms of Use. Please read these Terms of Use carefully. These Terms of Use set forth legally binding terms and conditions. Once you access the PracticeLink Website and click the digital acknowledgment that you accept and agree to these Terms of Use, you’re telling us: (i) you have the right, authority, and capacity to agree to these Terms of Use and perform their obligations; (ii) you’ve read the Terms of Use and you agree to be bound by them; and (iii) you understand these Terms of Use set out binding legal obligations for you. Contingent on these Terms of Use, we will grant you the rights described herein. Note that any future release, update, or addition to the Website will also be subject to these (or the then-current) Terms of Use.

Welcome to PracticeLink. Let your search for your dream practice begin!

Definitions

“You” or “your” refer to you, as in the person who is being presented these Terms of Use for your, or on behalf of your organization, review and acceptance.

“We”, “us”, “our”, and “PracticeLink” refer to PracticeLink, Ltd., the owner and operator of the Website and Services provided by PracticeLink.

“Search Firm” or “Search Firms” refers to third-party companies or entities that recruit physicians and other healthcare providers on behalf of another healthcare facility, but that do not directly employ physicians and have entered into an Search Firm Agreement with PracticeLink. Depending on the service level subscribed to in your Search Firm Contract, Search Firms that register and create an Employer Profile with PracticeLink may post opportunities to the Job Bank and view, track and reply to Candidates who respond to their job postings, and utilize certain function of our Recruitment Management System. Search Firms cannot access the Member Database unless specifically authorized by PracticeLink in their Search Firm Contract.

“Search Firm Contract” refers to the signed contract that governs the relationship between an Search Firm and PracticeLink for fee based Services and incorporates these Terms of Use and the Privacy Policy.

“Beta Services” means products, services, solutions and applications that may be made available to you to try at your option at no additional fees which are clearly designated as beta, test, limited release, evaluation software or a similar description.

“Candidate(s)” refer to any individual, whether registered as a Member or not, who may be considered for a job position.

“Cookies” refer to small files, containing text or a string of characters, which identify the user of a website and are sent by the website to the user’s device for recordkeeping purposes.

“Employer(s)” refers to any organization or other entity, including, without limitation, hospitals, private practices, educational institutions, and physician practice groups that will directly employ and/or engage a physician or other healthcare provider, and that has entered into an Employer Contract with PracticeLink. Employers may post opportunities to the Job Bank, be authorized to access the Member Database and utilize certain other Services, including the Recruitment Management System pursuant to the terms of its Employer Contract.

“Employer Contract(s)” refers to the signed contract that governs the relationship between an Employer and/or RPO Provider and PracticeLink for fee based Services and incorporates these Terms of Use and the Privacy Policy.

“Employer Profile(s)” refers to the Personal Information and Organization Information Employers, RPO Providers and Search Firms provide to PracticeLink when registering an Account.

“Job Bank” refers to the online collection of job opportunities curated and maintained by PracticeLink on its Website.

“Member” or “Registered Member” refers to an individual who is a Registered User of the job searching, job placement, career advancement and general career consulting and advising Services provided by PracticeLink.

“Member Database” refers to the online collection of Member Profiles that is maintained on the PracticeLink Website and is searchable by authorized Employers, RPO Providers and Search Firms.

“Member Profile(s)” refers to the Personal Information and Professional Information that a Member provides to PracticeLink during the registration process. Depending on the status of your Account, your Member Profile may be viewed by Employers, RPO Providers and Search Firms, as further determined by each of their respective Contracts.

“Non-Registered User(s)” refers to anyone who visits, views, browses and/or otherwise uses the PracticeLink Website without registering as an Search Firm, RPO Provider, Member or Employer.

“Organization Information” refers to information about an Employer, including the type of Employer you are, or if an Search Firm or RPO Provider, you represent, the Employer’s company website, and number of openings and type of positions available.

“Personal Information” refers to the information collected from Members and Employers via the PracticeLink Website when registering Accounts. This information may include: your name, title, address, phone number, degree, Professional Information, Organization Information, citizenship, and email address. This information does not include nor will PracticeLink ask for: your Social Security Number; Individual Taxpayer Identification Number; driver’s license number or state-issued identification card number, or any financial or credit account numbers, including credit card or debit card numbers.

“PracticeLink Account” or “Account(s)” refers to accounts created and maintained for either Member Profiles or Employer Profiles, as applicable.

“PracticeLink Services” or “Services” refers to the products and services offered from time to time by PracticeLink, including without limitation, the Website, Job Bank, Member Database, PracticeLink Magazine, newsletters and guides, Recruitment Management System and other related job search services, recruitment consulting and marketing, candidate lead product offerings and career consulting and advising.

“Professional Information” refers to your area of professional practice and specialty, which may include educational background, employment history and state and/or board licensure and certifications.

“Recruitment Management System” refers to our integrated solution which provides job publishing and marketing features, active candidate database searching, candidate relationship management functions, and applicant tracking system.

“Registered User(s)” refers to someone who visits, views, browses or otherwise uses the PracticeLink Website after having registered a Member Profile or Employer Profile.

“RPO Provider” refers to a third party service provider engaged by an Employer to design, plan, implement and manage its recruitment processes and results. RPO Providers may create Employer Profiles, post job opportunities to the Job Bank and may be authorized to access the Member Database.

“Technology” refers to the Website, and its entire contents, features and functionality, including but not limited to, the Recruitment Management System, Member Database, Job Bank, and all other information, software, hardware, databases, data, digital newsletters, magazines, guides and articles, underlying information, text, displays, user interfaces, images, video and audio, and the design, selection and arrangement thereof.

Use of the PracticeLink Services by Members

You are not required to create a Member Profile in order to use the PracticeLink Website, Job Bank, or Services. PracticeLink offers Non-Registered Users the ability to search the Job Bank without requiring registration via the Website.

Registration. By creating a Member Profile with PracticeLink you agree that all information you submit to us is accurate and truthful. You must register your Account in your own legal name. During the registration process, you will specify your name, email address, phone number and home and/or business address. Assuming that the information you provide is consistent with these Terms of Use, we then grant you a revocable, non-exclusive license to access our Job Bank and use our Services. By providing your Personal Information and/or Professional Information to PracticeLink and by creating a Member Profile and Account, you agree that:

You have read and understand, and agree to comply with and be bound by these Terms of Use and Privacy Policy;

Any Personal Information and Professional Information submitted by you is accurate, and that any such information that you submit to us will be updated to remain truthful, complete and accurate;
PracticeLink may, but is not obligated to, verify your Member Profile, and information provided therein, as necessary;
That your access to and use of the Website does not and shall not violate any applicable laws of the United States or your local jurisdiction, and that you will comply with applicable laws and regulations, including those concerning data privacy and protection, intellectual property, and regulatory compliance;
You will use PracticeLink Website in a respectful manner;
That you are at least 18 years of age or older;
PracticeLink can store and make available your Member Profile to Employers, Search Firms, RPO Providers and other third parties that can assist you in your job search;

PracticeLink can contact you, via e-mail or otherwise, regarding your Member Profile; your experience with our Website, Job Bank, or Services; your job search; our sponsored programs, seminars, and career fairs, or for any reason related to your use of the Website and Services; and

Employers, RPO Providers and Search Firms can contact you regarding your job search or Member Profile.

Notwithstanding the forgoing, Members may limit access to or viewing of his or her Member Profile by Employers, Search Firms and RPO Providers in accordance with the functions of the Website and Services; however, unless and until you have deactivated your Account, PracticeLink may still contact you in accordance with these Terms of Use.

Account Credentials. You are solely responsible in all respects for all use of and for protecting the confidentiality of your unique PracticeLink password. You agree to notify us immediately of any unauthorized use of your password or other credentials for your Account and any other suspected breach of security regarding the Website. If you discover or believe that your Account has been accessed or used without your authorization, please contact us at helpdesk@PracticeLink.com. PracticeLink is not liable for and you hereby release PracticeLink from any liability for any loss or damage arising from the unauthorized use of your password and credentials. You are responsible for all activity on and use of your Account, and you may not assign or otherwise transfer your Account to any other person or entity.

Equipment. You are responsible for obtaining access to the PracticeLink Website, Job Bank, or Services and for having all the equipment necessary to do so, even if that means you incur fees from a third party (such as an Internet Service Provider), including telephone, equipment, airtime, or Internet Service Provider charges.

Use of the PracticeLink Services by Employers, RPO Providers and Search Firms

Registration. If you are an Employer, RPO Provider or Search Firm, you are required to create an Employer Profile in order to post job opportunities to the Job Bank and to search the Member Database. Pursuant to the terms of your Contract, your access to and viewing of the Member Database may be limited to certain Members based on your particular employment needs, or in the case of Search Firms, prohibited entirely. In addition, PracticeLink reserves the right, in its sole discretion, to limit the number of emails or other communications you send to Members through the PracticeLink Services. Depending on the terms of your Contract you may also upload, store and manage your Employer Candidate Data, and use and access other features of the Recruitment Management System. Search Firms cannot access the Member Database unless specifically authorized by PracticeLink in their Search Firm Contract. By creating an Employer Profile with PracticeLink, you agree that all information you submit to us is accurate and truthful. Assuming that the information you provide is consistent with these Terms of Use, your Contract, and any other applicable contract, we then grant you (pursuant to the terms of your Contract) a revocable, non-exclusive license to access our Website and use our Services. By providing your Personal and Organization Information to PracticeLink and by creating an Employer Profile, you agree that:

You have read and understand, and agree to comply with and be bound by these Terms of Use and Privacy Policy;
Any Personal Information and Organization Information submitted by you is accurate, and that any such information that you submit to us will be updated to remain, truthful, complete and accurate;
PracticeLink may, but is not obligated to, verify your Employer Profile, as necessary;
Your access to and use of the Website does not and shall not violate any applicable laws of the United States or your local jurisdiction, and that you will comply with applicable laws and regulations, including those concerning data privacy and protection, phone and email solicitation, intellectual property, and regulatory compliance;
PracticeLink can share and make available your Organizational Information and Personal Information (if any) to Members, Candidates and other Non-Registered Users using the PracticeLink Website;
PracticeLink can share your job postings with other websites and job fairs managed by third parties;
You are at least 18 years of age or older;
You will use PracticeLink Website and Services in a respectful manner;
PracticeLink can contact you regarding your Employer Profile; your experience with our Website and Services; any sponsored programs, fairs or seminars, the Job Bank or for any reason related to your use of the Website and Services; and
Members and Non-Registered Users can contact you regarding their job searches.

Account Credentials. You are solely responsible in all respects for all use of and for protecting the confidentiality of your unique PracticeLink password. You agree not to provide, transfer or otherwise disclose your password to any third party, or otherwise allow access to your Account by any third party. You agree to notify us immediately of any unauthorized use of your password or other credentials or Account and any other suspected breach of security regarding the Website. If you discover or believe that your Account has been accessed or used without your authorization, please contact us at helpdesk@PracticeLink.com. PracticeLink is not liable for and you hereby release PracticeLink from any liability for any loss or damage arising from the unauthorized use of your credentials. You are responsible for all activity on and use of your Account, and you may not assign or otherwise transfer your Account to any other person or entity.

Equipment. You are responsible for obtaining access to the PracticeLink Website, Job Bank, or Services and for having all the equipment necessary to do so, even if that means you incur fees from a third party (such as an Internet Service Provider), including telephone, equipment, airtime, or Internet Service Provider charges.

Employer Candidate Data.

1. Depending on your subscription level under the Employer Contract and/or any Beta Services we offer (described below), you may have the ability to upload, manage and store Employer Candidate Data on and through our Website and Services. You acknowledge and agree that any Employer Candidate Data uploaded and stored on and through the Website and Services is accurate and truthful. You retain ownership of all Employer Candidate Data, provided, however, you acknowledge and agree that PracticeLink shall have the right to use, store and disclose such Employer Candidate Data in accordance with these Terms of Use and the Privacy Policy. For purposes of clarification, and notwithstanding anything contained herein to the contrary, “Employer Candidate Data” shall not include any Candidate data previously obtained or owned by PracticeLink, or independently developed by PracticeLink without the use of any such data provided or uploaded by you.

1. You hereby grant to PracticeLink a non-exclusive, fully paid, perpetual, world-wide and irrevocable license to use, store and process the Employer Candidate Data, solely for its internal business purposes, and to compile, combine, enhance or incorporate such Employer Candidate Data with or into other similar data and information available, derived or obtained from other PracticeLink databases, clients, customers, licensees or users of the Website (collectively, such compiled, combined, enhanced or incorporated data and information shall be referred to as "Aggregated Data”) solely for its internal business purposes. PracticeLink will be the owner of all right, title and interest in and to Aggregated Data. Your grant of the license to copy, aggregate, process, use and display Employer Candidate Data shall survive the expiration or termination of any Employer Contract, Beta Services, these Terms of Use and the Privacy Policy. For purposes of clarification, and notwithstanding anything contained herein to the contrary, the parties acknowledge and agree that only PracticeLink and you will have access to and rights to view and use your Employer Candidate Data. No other Employer, RPO Provider, Search Firm, Member or Non-Registered User will have access to or rights to view or use your Employer Candidate Data.

1. In connection with the grant of the license described above, you acknowledge and agree that by using our Website and Services to upload, manage and store Employer Candidate Data, you hereby grant to PracticeLink any and all consent and authority that may be required therefor, including, without limitation all express consent by the subject of such Employer Candidate Data. In furtherance of the foregoing, you hereby represent and warrant to us that you have obtained all necessary permissions and consents from the subject of the Employer Candidate Data to (i) upload, store and manage his or her Employer Candidate Data on the Website; (ii) grant PracticeLink a license to use, store and disclose his or her Employer Candidate Data in accordance with these Terms of Use, the Privacy Policy and any other additional terms and conditions posted by us on the Website; and (iii) allow PracticeLink to contact or otherwise communicate with him or her in accordance with these Terms of Use, the Privacy Policy and any other additional terms and conditions posted by us on the Website. If you do not have the appropriate consents or permissions from the individual subjects of your Employer Candidate Data, you should not upload or store any such Employer Candidate Data with, through or on the Website.

1. In addition to any other indemnification obligations contained in these Terms of Use, you agree to defend, indemnify and hold harmless PracticeLink, its affiliates, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to (i) any claim by an individual subject of your Employer Candidate Data related to, arising out of or associated with your use, storage and management of his or her Employer Candidate Data on the PracticeLink Website (ii) any claim by an individual subject of your Employer Candidate Data related to, arising out of or associated with our storage, maintenance and use of such subject’s Employer Candidate Data; and (iii) your violation of the representations and warranties made with respect to the consents and permissions associated with the Employer Candidate Data.

Beta Services. From time to time, we may make Beta Services available to you at no charge. You may choose to try such Beta Services or not in your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered “Services” under these Terms of Use, however, all restrictions, our reservation of rights and your obligations concerning the Services, and use of the Website, shall apply to your use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of termination by PracticeLink or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service. If you have supplied, stored, uploaded or managed any Personal Information, Organization Information or Employer Candidate Data on the Website in connection with any such Beta Services, upon termination of the Beta Service offering you will have the right to (i) request such data and information in accordance with Section XIII B of these Terms of Use, or (ii) enter into an Employer Contract for a particular Service offered by PracticeLink for the storage, maintenance, and management of such data, if available and offered by PracticeLink.

Limitation of Our Services.

PracticeLink is a searchable online database of job postings and candidates, allowing registered users the ability to search and review the Job Bank, Employer Profiles, Member Profiles and Member Database and contact them personally regarding their posting and/or services. PracticeLink does not employ any Candidates. You, if you are an Employer, are the potential employer of the Candidate whom you engage, and you are responsible for compliance with all applicable employment and other laws in connection with any employment or contract relationship you establish with a Candidate (such as applicable payroll, tax and minimum wage laws).

You understand that PracticeLink does not verify the qualifications of Employers, RPO Providers, Search Firms or Members using or located on the Website, except as otherwise provided in these Terms of Use, nor do we evaluate or control in any ongoing manner exchanges between you and such users. We have no control over and assume no responsibility for the conduct, whether online or offline, of users of the Website. It is possible that other users may post offensive or inappropriate content, and that you may view or be involuntarily exposed to such offensive or inappropriate content. We do not approve of such conduct. However, we are not responsible for the content or conduct of other users of the Website, and shall have no liability for any actions or inaction taken in connection therewith. We make no representations or warranties, express or implied, as to the content submitted by users, and shall have no obligation to modify or remove inaccurate or inappropriate content.

WE DO NOT HAVE CONTROL OVER THE QUALITY, TIMING, OR LEGALITY OF THE SERVICES ACTUALLY DELIVERED BY ANY CANDIDATES, NOR OF THE INTEGRITY, RESPONSIBILITY OR ACTIONS OF EMPLOYERS OR CANDIDATES. WE DO NOT REFER, ENDORSE OR RECOMMEND EITHER EMPLOYERS OR CANDIDATES NOR DO WE MAKE ANY REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, OR QUALITY OF THE SERVICES PROVIDED BY THE CANDIDATES OR THE INTEGRITY, RESPONSIBILITY OR ACTIONS OF EMPLOYERS OR CANDIDATES WHETHER IN PUBLIC, PRIVATE OR OFFLINE INTERACTIONS.

Profile Verification.

By registering an Employer Profile or Member Profile, you authorize PracticeLink, and acknowledge that for purposes of promoting the safety and integrity of PracticeLink and its Services, PracticeLink reserves the right, but not the obligation, to utilize third party service providers to verify on an ongoing basis that your registration data is accurate and that the representations and warranties made herein addressing legal matters such as complaints, arrests, etc., are also true ("Verification Checks"). These third parties may use data from a variety of sources, under a variety of circumstances, for these site safety purposes including, without limitation, information from state licensing, accreditation and certification programs, national criminal databases, sex offender registries, certain media streams, terrorist watch lists, criminal and fugitive watch lists, fraud watch lists, law enforcement reports, and other data.

You agree that PracticeLink may take such action in response to Verification Checks as it deems appropriate in its sole discretion, including without limitation suspending and/or terminating your Account, should it determine that you have violated any representation or warranty or any other provision of these Terms of Use or are otherwise unsuitable for PracticeLink.

You also hereby represent, understand and expressly agree that PracticeLink does not have control over or assume any responsibility for the quality, accuracy, or reliability of the information included in a Verification Check. We do not typically communicate the results of a Verification Check to any third party, though we reserve the right to do so for law enforcement or other safety-related purposes.

BY AGREEING TO THESE TERMS, YOU AGREE TO ALLOW PRACTICELINK TO PERFORM THE VERIFICATION CHECKS DESCRIBED ABOVE. NO FURTHER CONSENT FROM YOU IS REQUIRED FOR THESE VERIFICATION CHECKS TO BE PERFORMED.

You expressly acknowledge that PracticeLink has no obligation to perform Verification Checks, on any users. To the extent PracticeLink performs such checks on certain Employers and/or Members, the checks are limited and should not be taken as complete, accurate, up-to-date or conclusive evidence of the accuracy of any information those users have provided or of their eligibility to use the Website or provide and employment or job postings.

Prohibited Activity

You are only entitled to use the PracticeLink Website and Services for lawful purposes and in accordance with these Terms of Use, the Privacy Policy, and any other applicable contracts, laws, or regulations, including your Contract if you are an Employer, RPO Provider or Search Firm. In the event there is any inconsistency between these Terms of Use and the terms of another applicable contract, that contract will supersede the Terms of Use.

Except as expressly provided in these Terms of Use, you agree to not, and to not allow any third party to:

Access or attempt to access the Technology by any means other than through the PracticeLink user interface;
Attempt to circumvent or overcome any protection measures intended to restrict access to any portion of the PracticeLink Website, Job Bank, Member Database or Technology;
Monitor the availability, performance, or functionality of the Technology;
Use the Technology for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
Use the Technology in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries, including the U.S. Foreign Corrupt Trade Practices Act, and the U.S. Export Administration Act), or (except with our consent) in any manner that could damage, disable, overburden, or impair it;
Use the Technology to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail", "chain letter" or "spam" or any other similar solicitation;
Use the Technology to impersonate or attempt to impersonate PracticeLink, a PracticeLink employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing);
Use the Technology to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm PracticeLink or users of the Website or expose them to liability;
Interfere with the operation or hosting of the PracticeLink Website, Job Bank, Member Database, or Technology, including but not limited to violating or attempting to violate any security feature, place malware or similar harmful code into the Website, Job Bank, Member Database or Technology, or link to websites or other applications that contain malware or similar harmful code;
Overload, overwhelm, or carry out a denial-of-service attack on, or otherwise prohibit the proper function of, the PracticeLink Website, Job Bank, Member Database or Technology;
Interfering or attempting to interfere with service to any user, host, or network, including, without limitation, submitting to the Website a virus, Trojan horse, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, overloading the Website, or “flooding,” “spamming,” “mail bombing,” or “crashing” the Website;
Introduce software, automated agents, or scripts to the PracticeLink Website, Job Bank, Member Database or Technology so as to produce multiple accounts; generate automated searches, requests, or queries; or access, collect, intercept, strip, scrape, or mine information or data from, or in transit to or from, the PracticeLink Website, including any software that reads areas of RAM or streams of network traffic, unless specifically authorized by PracticeLink;
Systematically retrieve data or other information from the PracticeLink Website, Member Database or Job Bank to create or compile a collection, compilation, database, or directory, whether by manual methods, web robots, or otherwise, unless specifically authorized by PracticeLink;
Use reverse looking-up, tracing or seeking to trace any information on any other user of or visitor to the Website or any other customer of PracticeLink, including any Account not owned by you, to its source, or exploit the Website or information made available or offered by or through the Website, in any manner in which the purpose is to reveal or misuse any information, including but not limited, to Personal Information, other than your own information, as provided by the Website.
License, sublicense, sell, rent, convey, pledge as security, lend, loan, lease, transfer, assign, reproduce, or distribute to a third party the PracticeLink Website, Job Bank, Member Database, Technology, or your rights to either, or otherwise encumber the rights and licenses granted hereunder;
Copy, record, republish, download, display, post, save, disclose, modify, store, co-brand, alter, or transmit in any form or by any means any part of the PracticeLink Website, Job Bank, Member Database, or Technology, or create compilations or derivative works of the PracticeLink Website, Job Bank, or Technology or any part thereof;
Dissemble, decompile, reverse-compile, translate, adapt, reverse-engineer, or otherwise attempt to derive any part of the PracticeLink Website, Job Bank, or Technology or its method of operation;
Access the PracticeLink Website, Job Bank, Member Database or Technology in order to build similar or competitive websites, platforms, or services; or
Use, display, mirror, or frame any part of the PracticeLink Website, Job Bank, Member Database or Technology, including archives, layout, design, or proprietary information contained therein or on any related webpage or form without our express written consent.
Generate, facilitate or send, via email, phone or other means, messages to Members or other Registered or Non-Registered Users in an excessive (as determined in PracticeLink’s sole discretion) or harassing manner, or to such users who have asked not to be contacted.

Intellectual Property and Proprietary Rights

Technology.

The Technology is owned by PracticeLink and is protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

PracticeLink hereby grants you a personal, non-exclusive, non-transferable, limited license to access and use the Technology, and the software embodied in the Technology solely as provided to you by PracticeLink and solely in connection with and solely during the term of your use of the Website and Services; provided that certain portions of the Website are restricted to those persons who have been assigned passwords by PracticeLink or its designees. Such license and these Terms of Use permit you to use the Website for your use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.
If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
To the extent we link to social media networks in connection with the Website, e.g., Facebook, Google +, Pinterest, Twitter, LinkedIn and other social media networks, you may take such actions as are enabled by such features.

You must not:

Modify copies of any materials from this Website.
Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of these Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by PracticeLink. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The PracticeLink name, and all related names, logos, product and service names, designs and slogans are trademarks of PracticeLink or its affiliates. In addition, the names of other companies and products mentioned on the Website and/or third party trade names and logos displayed on the Website may be the trademarks of their respective owners. Nothing contained on the Website or in these Terms of Use should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any PracticeLink trademark or third party trademarks displayed on the Website without the written permission of PracticeLink or such third party that may own or holds the right, title and interest in other trademarks displayed on the Website.

Copyright Policy. PracticeLink respects the copyrights of third parties. You may not use the Website to post, modify, distribute, or reproduce any copyrighted works without authorization or to otherwise infringe the copyrights of a third party. It is our policy to terminate the Accounts of users who repeatedly infringe the copyrights of others upon receipt of proper notification by the copyright owner or its legal agent. If you believe that your copyrighted work has been posted or used on the Website in a manner that constitutes copyright infringement, please provide Our Copyright Agent (defined below) with written notice containing the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed; (ii) identification of the copyrighted work (or in the case of multiple works, a representative list of such works) claimed to have been infringed; (iii) identification of the material that is claimed to be infringing, and the location of that material; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the information in the notification is accurate, and that you are authorized to act on behalf of the owner of the copyright interest that allegedly is infringed. Our “Copyright Agent” for notice of claims of copyright infringement may be reached by mail at: 1034 S. Brentwood Blvd. Suite 2200, St. Louis, MO 63117

Use Outside the Borders of the United States

Although PracticeLink intends for its Registered and Non-Registered Users to be located within the United States of America, our Website and Job Bank can be accessed worldwide and may contain references to information that extend beyond the United States’ territorial boundaries. We make no representation that materials on the Website are appropriate or available for use in locations outside the United States. While your Personal Information will be processed in conformance with our Privacy Policy and these Terms of Use, our processing and handling of your Personal Information may occur in countries with different laws regarding your privacy. By using PracticeLink and providing any Personal Information, you consent to the transfer of electronic data and personal information from your country to a country that may have different privacy laws.

Using our Website and Services in other locations other than the United States may not be appropriate given foreign laws and regulations. If you use our Website or Services outside of the United States, you are responsible for complying with those foreign laws and regulations. We reserve the rights to limit the availability of the Website and Services to any person, geographic area, or jurisdiction it so desires at any time in our sole discretion and to limit the quantities of any such Service that we provide.

Links from the Website

The Website may contain links to other websites and resources provided by third parties. These links are provided for your convenience only. These links include links contained in advertisements, including banner advertisements and sponsored links. The use of links to third party websites does not constitute or imply any affiliation with any of the third party websites or the owners thereof, and we do not endorse any such websites. We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Interruption of Our Services

We are constantly trying to improve the quality of the PracticeLink experience. To that end, we reserve the right to interrupt, modify, suspend, discontinue, or add to our Website and Services without notice. We hope, of course, that these interruptions are minimal, but, by consenting to these Terms of Use, you agree that PracticeLink won’t be liable to you or to any third party for the interruption, modification, suspension, discontinuance, or addition to our Website or Services.

Reliance on Information Posted.

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by PracticeLink, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of PracticeLink. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Termination or Deletion of Account.

Termination by Us. We reserve the right to terminate your use of the Website at any time and for any reason or no reason, with or without prior notice to you, including if you violate any provision of these Terms of Use (including, in our sole discretion, the excessive contacting by email or other means of Members), or use the Website in a manner for which it is not intended to be used. These Terms of Use will survive and remain in effect even after such termination. Furthermore, PracticeLink also reserves the right, in its sole discretion, to remove your profile and/or any content posted by or about you from the Website, and/or to terminate your Account, for any reason or no reason, with or without notice. If we terminate your Member Profile, we have no obligation to notify you of the reason, if any, for such termination. If we terminate your Employer Profile or Contract, we will provide you notice in accordance with the terms of your Contract, and you may have the rights to your Employer Candidate Data in accordance with Section XIII. B. below.

Termination By Employers, RPO Providers and Search Firms. Employers, RPO Providers and Search Firms may terminate their Accounts and Employer Profiles in accordance with their Contract. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. Upon request by you made within 30 days after the effective date of termination or expiration of your Contract, we will make Employer Candidate Data available to you for export or download. After such 30-day period, we will have no obligation to maintain or provide any Employer Candidate Data, and will thereafter delete or destroy all copies of your Employer Candidate Data in our systems or otherwise in our possession or control, unless legally prohibited. Notwithstanding the foregoing, unless otherwise prohibited by applicable law, we retain the right to keep an archived copy of Employer Candidate Data for our records and internal business purposes, but will not publicly display or otherwise provide the Employer Candidate Data to third parties.

Termination by Members. If at any time you determine you no longer require our Services and wish to change the status your Account and/or information contained in your Member Profile, please contact any member of our team at (800) 776-8383 (select Option 2) or email us at helpdesk@PracticeLink.com. If you choose to deactivate your Account, we will deactivate your Account and login information and will remove your Member Profile from the Website. Unless otherwise prohibited by applicable laws, following deactivation of your Account, we may, however, retain an archived copy of your Personal Information and Professional Information for our records and internal business purposes, but will not publicly display or otherwise provide your Personal Information to third parties.

DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF USE, USE OF OUR WEBSITE AND SERVICES IS AT YOUR OWN RISK, AND IT IS OFFERED ON AN “AS–IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, PERSONAL INJURY, OR PROPERTY DAMAGE THAT RESULTS FROM THE USE OF THE WEBSITE AND SERVICES AND/OR DOWNLOADING OF MATERIAL THROUGH OUR WEBSITE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRACTICELINK DISCLAIMS AND MAKES NO, AND YOU DISCLAIM ANY RELIANCE ON, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR REPRESENTATIONS, FOR A PARTICULAR PURPOSE, MERCHANTABILITY, ACCURACY, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT.

PRACTICELINK AND OUR SUPPLIERS OR PROVIDERS DO NOT WARRANT THAT THE PRACTICELINK WEBSITE WILL MEET YOUR REQUIREMENTS, EXPECTATIONS, OR NEEDS, OR OPERATE UNINTERRUPTED, TIMELY, SECURELY, OR WITHOUT ERROR. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PRACTICELINK WEBSITE WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, SAFE, OR FREE OF MALWARE OR OTHER HARMFUL CODE, OR THAT ANY ERRORS OR DEFECTS IN THE PRACTICELINK WEBSITE OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR EMPLOYEES, PROVIDERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THESE TERMS OF USE.

LIMITATION ON LIABILITY. UNDER NO CIRCUMSTANCES SHALL PRACTICELINK, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THIS WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THIS WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THIS WEBSITE OR SUCH OTHER WEBSITES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF EVEN IF PRACTICELINK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PRACTICELINK IS NOT LIABLE TO YOU OR TO THIRD PARTIES FOR ANY DAMAGE, HARM, INJURY OR CLAIM THAT ARISES FROM YOUR USE OF ANY PRODUCTS OR SERVICES ACQUIRED THROUGH OUR WEBSITE. WE ARE NOT LIABLE FOR ANY FAILURE OF THE GOODS OR SERVICES OF PRACTICELINK OR OF ANY THIRD PARTY. WE ARE NOT RESPONSIBLE IN ANY WAY FOR DAMAGES CAUSED BY THIRD PARTIES WHO MAY USE OUR WEBSITE OR SERVICES.

IN THE EVENT OF ANY PROBLEM WITH THE PRACTICELINK WEBSITE OR ANY CONTENT THEREIN, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE PRACTICELINK WEBSITE. IN THE EVENT OF ANY PROBLEM WITH THE PRODUCTS OR SERVICES THAT YOU HAVE ACQUIRED ON OR THROUGH THE PRACTICELINK WEBSITE, YOU AGREE THAT YOUR SOLE REMEDY, IF ANY, IS FROM THE MANUFACTURER OF SUCH PRODUCTS OR SUPPLIER OF SUCH SERVICES, IN ACCORDANCE WITH SUCH MANUFACTURER’S OR SUPPLIER’S WARRANTY. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. TO THE EXTENT THAT APPLICABLE LAW RESTRICTS THIS RELEASE OF LIABILITY, YOU AGREE THAT WE ARE ONLY LIABLE TO YOU FOR THE MINIMUM AMOUNT OF DAMAGES THAT THE LAW RESTRICTS OUR LIABILITY TO (IF SUCH A MINIMUM EXISTS).

Indemnity. You agree to indemnify, defend, and hold harmless, to the fullest extent allowed by law, PracticeLink and its owners, parent corporation, shareholders, officers, contractors, assigns, licensees, successors in interest, directors, employees, agents, operators, affiliates, and licensors in regards to any and all claims, allegations, demands, damages, obligations, losses, liabilities, costs, debts, disbursements, and expenses – including settlement amounts and attorneys’ fees – arising out of or resulting from your use of the PracticeLink Website; the Personal Information you place in the PracticeLink Job Bank and any claimed damage it may have caused to a third party; your violation of these Terms of Use; your breach of any representations, warranties, or covenants set forth herein; your violation of any rights of a third party, including privacy rights and, without limitation, any trademark, copyright, patent, trade secret, or other intellectual property or proprietary rights; or your violation of any Applicable Laws or regulations. You further agree not to settle any such matter without our prior written consent. We reserve the right, at your expense, to assume the exclusive defense and control in any matter in which you are required to indemnify us, and we may require you to pay for any attorney of our choice to defend us. You also agree to cooperate with our defense of these claims.

In all instances, we retain the right to participate, at our own expense, in the defense of any such matters. We will make reasonable efforts to notify you of any such indemnified matter upon becoming aware of it. We may elect to settle any indemnified matter and you will be liable for those damages as if we had proceeded to trial. These provisions survive the cancellation, expiration, suspension, or termination of your access to and use of our Website, Job Bank, or Services.

Miscellaneous

No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in the Terms of Use, there shall be no third-party beneficiaries to the Terms of Use.

Data Breach. While PracticeLink employs security measures to maintain data security, data breaches can occasionally happen, even to the most secure of systems. In the event of such a situation, PracticeLink will, in compliance with any applicable federal and state data breach laws, endeavor to timely notify all users whose Personal Information PracticeLink knows or has irrefutable reason to believe was accessed by an unauthorized person.

Individualized Contracts and Changes. PracticeLink will from time to time negotiate different terms and conditions with individual Employers or Search Firms that do not conform to the standard contractual terms. PracticeLink reserves the right to selectively modify, in whole or in part, the terms for individual Employers and Search Firms, without special communication to any third parties.

Equal Opportunity. PracticeLink is an Equal Opportunity Employer and does its best to monitor behaviors and recruiting practices of our users as related to their use of our Services and Website, though we cannot be liable or responsible for our user’s specific actions. All Employers, Search Firms, and others using the Website and Services for employers and recruiting professionals can be found at https://www.eeoc.gov/eeoc/initiatives/e-race/bestpractices-employers.cfm. Users with questions concerning their compliance with the best practices and laws set by the EEOC are encouraged to contact them at https://www.eeoc.gov/contact.

Force Majeure. You agree that we are not responsible to you for anything that PracticeLink may otherwise be responsible for if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, or shortage of materials.

Choice of Law. The Terms of Use shall be governed by the laws of West Virginia. The offer and acceptance of the Terms of Use is deemed to have occurred in West Virginia.

Arbitration. Any and all disputes arising from your use of the PracticeLink Website, Job Bank, or Services (including disputes regarding the interpretation and scope of this clause, or even whether this dispute has to be arbitrated at all) will exclusively be settled through binding and confidential arbitration. Arbitration will be subject to the Federal Arbitration Act instead of state arbitration law. The arbitration will be conducted by a panel consisting of a single commercial arbitrator appointed by the American Arbitration Association (“AAA”), and will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator so decides, the Supplementary Procedures for Consumer Related Disputes.

Assignment. You may not assign your rights or obligations under this Terms of Use to any other party without our prior written consent. We may assign our rights or obligations under this Terms of Use to any other party at our sole discretion.

Entire Agreement. Unless we later reach some other separate agreement with you, these Terms of Use make up the complete and exclusive agreement between us regarding your access to and use of our Website, Member Database, Job Bank, and Services. The Terms of Use supersede any prior agreements, proposals, or communications, oral or written, between you and PracticeLink relating to your use of our Services.

Severability. In the event that a provision of these Terms of Use is found to be unlawful, in conflict with another provision in the Terms of Use, or otherwise unenforceable, the remainder of the Terms of Use will continue to be enforceable as though it had been entered into without the unenforceable provisions being included in it. If two or more provisions of this Terms of Use are deemed to conflict with each other’s operation, PracticeLink has the sole right to decide which provision remains in force.

Non-Waiver. We reserve all rights permitted to us under these Terms of Use as well as under any applicable law. Our non-enforcement of any particular provision or provisions of this Terms of Use or of any applicable law shall not be construed as a waiver of our right to enforce that same provision or provisions under the same or different circumstances at any time in the future.

Notice Regarding Amendments to the Terms of Use. To best keep you informed regarding any amendments, changes, or revisions to the Terms of Use, we may provide you with notices through email, postings on the Site, or other notification methods. Your continued use of the PracticeLink Website after the publication of such amendments constitutes your acceptance of our amended Terms of Use.

Contact Us. If you have any questions or concerns about these Terms of Use, please contact us by sending an email to helpdesk@PracticeLink.com

These Terms of Use were updated on May 5, 2018.