Terms of Service Agreement

These Terms of Service (“Terms of Service”) govern your access to and use of the Clipboard Health websites (including clipboardhealth.com, clipboard.health, and hcp.clipboard.health) and the Clipboard Health mobile applications (collectively, the “Site”), 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 Twomagnets LLC d/b/a Clipboard Health and our affiliate Clipboard Health LLC (collectively, “we”, “us” or “Clipboard”).

The terms “User” and “Users” 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. 

Clipboard 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 Clipboard 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 Clipboard’s 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. CLIPBOARD 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 Clipboard Account for any lawful reason.

1.2 ACCOUNT ELIGIBILITY

Clipboard offers the Site and Services for your business purposes only and not for personal, household, or consumer use. To register for an Account to use the Site and Services, you hereby represent that you: (a) will use the Site and Services for business purposes only; (b) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business)who can enter into legally binding agreements; (c) have not been previously suspended or removed from the Site or the Services, or engaged in any activity that could result in suspension or removal from the Site or the Services; and (d) have full power and authority to enter into these Terms of Service and in so doing will not violate any other agreement to which you are a party.

1.3 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.

1.4 IDENTITY AND ACCOUNT VERIFICATION

When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, your business, and your ability to act on behalf of your business on Clipboard’s marketplace. You authorize Clipboard, directly or through third parties, to make any inquiries Clipboard deems necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. During verification some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored.

1.5 USERNAMES AND PASSWORDS

When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password. You agree not to share your username or password with any person, and, if you are a legal entity who is not a natural person, to only share your username and password with person(s) who are authorized to use your Account. You authorize Clipboard to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to do so or (b) the use would violate the Terms of Service.

2. RELATIONSHIP BETWEEN CLIPBOARD AND USERS

2.1 CLIPBOARD’S ROLE AS A MARKETPLACE

Clipboard merely makes the Site and Services available to enable Professionals and Clients to find and transact directly with each other. Clipboard 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 Clipboard’s marketplace. In addition, Users alone are responsible for evaluating and determining the suitability of any shift, Client or Professional. 

Clipboard 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 CLIPBOARD

All Professionals shall be independent contractors of Clipboard. No Professional will be an employee of Clipboard. 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 Clipboard and a User. Users, including, without limitation, Clients and Professionals, acknowledge they have no authority to bind Clipboard or its affiliates and they shall not hold themselves out as an employee, agent or authorized representative of Clipboard or any its affiliates.

Clients are solely responsible for and have complete discretion with regard to their use of and activities on Clipboard'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 Clipboard, which shall remain that of an independent contractor under all circumstances.

2.3 NO GUARANTEES BY CLIPBOARD

Clipboard 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 Clipboard does not, in any way, supervise, direct, control, or evaluate Professionals or their work, or Clients or their Facilities. 

3. MARKETPLACE TERMS

To help ensure the successful operation of Clipboard’s marketplace and the positive experience of Users, you agree to abide by the following terms (“Marketplace Terms”). In the event that we believe or determine that your Account has violated any of our Marketplace Terms, or that your use of the Marketplace otherwise threatens the health or safety of any individual, violates any applicable law or regulation, or threatens the integrity of the Marketplace, Site, and/or Services, we reserve the right to review, restrict, suspend, and or/permanently deactivate your Account at our sole discretion.

Without limiting other terms and prohibitions in these Terms of Service, by using the Site or the Services, you agree that:

(a) You will only use the Site or the Services for lawful purposes and in accordance with all applicable laws, including relating to copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights.  You will not use the Services for sending or storing any unlawful material or for deceptive or fraudulent purposes; and you will not engage in conduct that harms or is intended to harm other Users or Clipboard employees or agents.

(b) You will not use another User’s account or identity or impersonate any person or entity.

(c) You will not use the Site or Services to cause nuisance, annoyance or inconvenience. 

(d) The information you provide to us when you register for an Account or otherwise      communicate with us is accurate, you will promptly notify us of any changes to such information, and you will provide us with whatever proof of identity we may reasonably request.

(e) You will keep secure and confidential your Account password or any other identification credentials we provide you that allow access to the Site or Services.

(f) You will not engage in threatening, harassing, racist, sexist, violent, hateful, unlawful, or any other behavior that Clipboard deems inappropriate (as determined by Clipboard in its sole discretion) when using the Site or Services.

(g) You will not abuse our promotional system, including by redeeming multiple offers or coupons at once or by opening multiple Accounts to benefit from offers or promotions available only to first-time users of the Site or Services.

(h) You will only access the Site or Services using means explicitly authorized by Clipboard.

(i) You will not forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Site or Services.

(j) You will not use the Site or Services, or any content accessible through the Services, for any promotional purpose, including but not limited to contacting, advertising to, soliciting or selling to, any User, unless Clipboard has given you prior permission to do so in writing.

(k) You will not copy or distribute the software used by Clipboard, the Site, or the Services or any content displayed through the Site or Services for republication in any format or media.

(l) You will not compile, directly or indirectly, any content displayed through the Site or Services except for your personal, noncommercial use.

(m) You will use the Site and Services only for your own use and will not directly or indirectly resell, license or transfer the Software, Services or content displayed by the Site or Services to a third party.

(n) You will not use the Site or Services in any way that could damage, disable, overburden or impair any Clipboard server, or the networks connected to any Clipboard server.

(o) You will not attempt to gain unauthorized access to the Site or Services and/or to any Account, resource, computer system, and/or network connected to any Clipboard server.

(p) You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures Clipboard may use to prevent or restrict access to the Site or Services or use of the Site or Services or the content therein.

(q) You will not deep-link to the Site or access the Site manually or with any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy, index, frame, or monitor any portion of the Site or any content on the Site.

(r) You will not scrape or otherwise conduct any systematic retrieval of data or other content from the Site or Services.

(s)You will report any errors, bugs, unauthorized access methodologies or any breach of our intellectual property rights that you uncover in your use of the Site or the Services.

(t) Clipboard may, in Clipboard’s sole discretion, permit you from time to time to submit, upload, publish, transmit or otherwise make available to Clipboard and/or other Users content and/or communications using the Site or Services (collectively, “User Content”). Any User Content provided by you remains your property. However, by providing User Content using the Site or Services, you grant Clipboard a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Clipboard’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

(u) You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Clipboard the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor Clipboard’s use of the User Content as permitted herein will infringe, misappropriate or violate a third-party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

(v) You agree not to provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Clipboard in its sole discretion, whether or not such material may be protected by law. Clipboard may, but shall not be obligated to, review, monitor, and remove User Content, at Clipboard’s sole discretion and at any time and for any reason, without notice to you.

(w) You agree to abide by any such other terms, restrictions, or prohibitions as Clipboard may, in its sole discretion, from time to time publish and/or modify on the Site.

4. PAYMENT METHODS

In order to use certain of the Services, a User must provide account information for at least one valid payment method.

You hereby authorize Clipboard to run credit card authorizations on all credit cards provided by you, to store credit card and banking or other financial details as your method of payment, and to charge your credit card (or any other payment method) for the fees and any other amounts owed under the Terms of Service. 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. Credit terms are provided by Clipboard at its sole discretion and may be modified or revoked at any time, without prior notice. Clipboard 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 Site and authorizing payments with the payment method, you represent, warrant, and covenant that: (a) you are legally authorized to provide such information; (b) you are legally authorized to make payments using the payment method; (c) if you are an employee or agent of a company or person that owns the payment method, then you are authorized by the company or person to use the payment method to make payments on Clipboard; 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 Site, you 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.

Clipboard is not liable to any User if Clipboard 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.

5. 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, 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.

6. WARRANTY DISCLAIMER

Except to the extent that you and Clipboard 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. Clipboard 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, Clipboard 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.

7. LIMITATION OF LIABILITY

Except to the extent that you and Clipboard have otherwise agreed in writing, Clipboard 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 Clipboard, 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.

8. TERMINATION OF TERMS OF SERVICE

8.1 TERMINATION

Except to the extent that you and Clipboard 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 Clipboard for any Services or such other amounts owed under the Terms of Service.

Without limiting Clipboard’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 Clipboard 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 Clipboard’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available payment method to pay for any amounts owed by you to the extent permitted by applicable law.

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.

8.2 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 Clipboard from any obligations incurred prior to such termination or that thereafter may accrue in respect of any act or omission prior to such termination.

9.0 DISPUTES BETWEEN YOU AND CLIPBOARD - 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 Delaware. 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 Delaware (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 Clipboard. To the extent that this provision is inconsistent with any provision in any such agreement, the provisions of that agreement control.

10. GENERAL

10.1 ENTIRE AGREEMENT

These Terms of Service set forth the entire agreement and understanding between you and Clipboard 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 Clipboard relating to services performed or procured using Clipboard’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 Clipboard 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 Clipboard because of the authorship of any provision of the Terms of Service.

10.2 MODIFICATIONS; WAIVER

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

10.3 ASSIGNABILITY

You may not assign the Terms of Service, or any of its rights or obligations hereunder, without Clipboard’s prior written consent in the form of a written instrument signed by a duly authorized representative of Clipboard. Clipboard 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.

10.4 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.

10.5 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.

10.6 PREVAILING LANGUAGE AND LOCATION

The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.

10.7 CONSENT TO USE ELECTRONIC RECORDS

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

10.8 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 Delaware, without regard to conflict of law principles.