Incite Workforce Solutions Terms and Conditions

Incite Workforce Solutions Program Standard Terms & Conditions

Unless otherwise specified in our contract with you, our standard terms of business are as follows. We reserve the right to amend these terms at any time, and we will do so by sending email updates to the notice-of-record specified in our clients’ contracts. Our emails will indicate which terms have been updated, and absent objection from the client received within 3 business days from the original email, the updated terms will take effect on the fourth business day following the update.

1. Capitalized terms have the same meaning as those specified in the Parties’ Workforce Solutions Program Member Agreement.

2. Credentialing. We credential Providers placed for PRN Services, Contract Services, and Multi-Supplier Management Services Program (MSP) Services as follows:

3. Terms of Payment. All invoices are due and payable within thirty (30) days of receipt. Invoices that remain unpaid 30 days after receipt shall accrue interest at a prorated rate of ten percent (10%) per year. SnapCare shall provide consolidated invoices to Program Member on a weekly basis for all Program products and Services provided. Each invoice shall state with specificity the name, date, and hours reported for each Program Provider that provided services to Program Member, along with the Bill Rate.

4. Payment Disputes. If a dispute arises about an invoice, Program Member shall notify SnapCare immediately of the reason and amount of the dispute and shall pay the undisputed amount pending resolution of the disputed amount. If Program Member discovers that it was improperly billed or charged, or that an invoice is otherwise incorrect, Program Member may dispute the improper and/or incorrect billing or invoice, even after it has already made payment on the invoice; provided, however, that any invoice that is not disputed within sixty (60) days of invoice receipt shall be considered valid and accepted by Program Member. Program Member agrees that in the event of a dispute as to part of an invoice, Program Member shall pay all undisputed amounts on that invoice. All payments to SnapCare shall be made by electronic wire transfer or ACH.

5. Insolvency and Non-Payment. Either Party may terminate this Agreement in the event the other Party becomes insolvent, makes an assignment for the benefit of creditors, or commences liquidation proceedings, or in the event proceedings are initiated by or against a Party under the United States Bankruptcy Code, a Party is unable to perform its duties for a period of thirty (30) days, or a Party applies to any court for protection from its creditors. Notwithstanding anything to the contrary in this Agreement, SnapCare shall have the right to discontinue selling SnapCare Products and Services to Program Member upon prior notice to such Program Member in the event that Program Member fails to meet SnapCare’s standard and customary credit requirements or fails to maintain an acceptable rating during the term of this Agreement or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors or goes into liquidation, has proceedings initiated against it for the purpose of seeking a receiving order or winding up order, or applies to the courts for protection from its creditors.

In addition, if Program Member defaults in its material obligation of payment of an invoice by more than seven (7) days from the due date of the invoice, Program Supplier may remove its Program Providers from their assignments with Program Member without being in default of this Agreement and without penalty or other adverse consequence; provided, however, that Program Supplier shall give no fewer than five (5) days notice, with an opportunity to cure, of its intent to remove the Program Providers prior to removal. In such circumstances, SnapCare may also terminate this Agreement for cause without notice or opportunity to cure other than as required in this subsection.

6. Platform Services and Use. For the duration of the term of their Agreement, and subject to payment for applicable fees, SnapCare grants to Program Member a limited, non-exclusive, non-sublicensable, and non- transferable license to:

a. utilize the cloud-based SnapCare Platform via internet access;

b. download, install, and use the SnapCare Application allowing mobile access to the SnapCare Platform, and to use the Documentation for the Permitted Use during the Term of this Agreement; and

c. access, download, and use the Content and SnapCare IRP Services made available in or otherwise accessible through the SnapCare Platform, strictly in accordance with this Agreement and the terms herein applicable to such Content and SnapCare Services.

Program Member, on behalf of itself and its users of the SnapCare Platform, agrees that, unless otherwise agreed in writing and signed by an authorized SnapCare agent, it is strictly prohibited from:

d. copying the SnapCare Platform;

e. modifying, translating, adapting, or otherwise creating derivative works or improvements, whether or not patentable, of the SnapCare Platform;

f. reverse engineering, disassembling, decompiling, decoding, or otherwise attempting to derive or gain access to the source code of the SnapCare Platform or any part thereof;

g. removing, deleting, altering, or obscuring any trademarks or any copyright, trademark, patent, or other Intellectual Property Rights from the SnapCare Platform, including any copy thereof;

h. renting, leasing, lending, selling, sublicensing, assigning, distributing, publishing, transferring, or otherwise making available the SnapCare Platform, or any features or functionality of the SnapCare Platform, to any third party for any reason; and

i. removing, disabling, circumventing, or otherwise creating or implementing any workaround to any copyright protection, rights management, or security features in or protecting the SnapCare Platform.

Program Member also acknowledges and agrees that:

j. the SnapCare Platform is provided under a license, and Program Member does not, and will not, acquire any ownership interest in the SnapCare Platform under this Agreement, or any other rights thereto other than to use the SnapCare Platform in accordance with the license granted, and subject to all terms, conditions, and restrictions in this Agreement; and

k. SnapCare reserves and shall retain its entire right, title, and interest in and to the SnapCare Platform, including all copyrights, trademarks, and other Intellectual Property Rights therein or relating thereto, except as expressly granted in this Agreement. SnapCare also reserves the right to terminate Client’s license to use the SnapCare Platform or any portion thereof, at any time, with or without notice. Upon termination of the license, all rights granted to Client under this Agreement will terminate immediately, and Client must cease all use of the SnapCare Platform and delete all copies of the SnapCare Platform from all devices; and

l. SnapCare may from time to time in its sole discretion develop and provide updates to the SnapCare Platform. Updates may also modify or delete in their entirety certain features and functionality. Program Member agrees that SnapCare has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of the SnapCare Platform. For use of the SnapCare Platform via the SnapCare Application, and based upon the mobile device being used to access the SnapCare Platform, either: (a) the SnapCare Platform will automatically download and install all available Updates; or (b) notice or a prompt will be given to download and install available Updates. To the extent that Program Member utilizes the SnapCare Application to access the SnapCare Platform, Client agrees to download and install all Updates and acknowledges and agrees that the SnapCare Platform or portions thereof may not properly operate via the SnapCare Application should Program Member fail to do so. Program Member further acknowledges and agrees that all Updates will be deemed part of the SnapCare Platform and be subject to all terms and conditions herein.

7. Permanent Placement Services. Prior to a Presented Candidate starting employment with Program Member, Program Member shall provide SnapCare all information necessary for calculating the Placement Fee for the Presented Candidate. If SnapCare does not receive timely fee calculation information, SnapCare may reasonably estimate the Candidate’s compensation and invoice Program Member for the corresponding Placement Fee. This amount will be the Placement Fee owed by Program Member until SnapCare receives complete and correct fee calculation information.

8. Terms and conditions applicable to MSP Services. Program Member agrees to require its other healthcare staffing agencies (each, a “Program Supplier” or “Program Agency”) who they request to become suppliers in the Program to utilize technology services as required for administration of this Program.

9. Disclaimer And Limitation Of Liability. The SnapCare Platform is provided to Program Member “as is” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, SnapCare expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the expressly SnapCare Platform, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice. Without limitation to the foregoing, SnapCare provides no warranty or undertaking, and makes no representation of any kind, that the SnapCare Platform will meet Program Member’s requirements, achieve any intended results, be compatible, or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards or be error-free, or that any errors or defects can or will be corrected.

To the fullest extent permitted by applicable law, in no event will SnapCare have any liability arising from or related to Program Member’s use of or inability to use the SnapCare Platform or the background content and services for: personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, business interruption, computer failure or malfunction; any other consequential, incidental, indirect, exemplary, special, or punitive damages; or direct damages in amounts that in the aggregate exceed the amount actually paid by Program Member for use of the SnapCare Platform. The foregoing limitations will apply whether such damages arise out of breach of contract, tort (including negligence), or otherwise and regardless of whether such damages were foreseeable, or Program Member was advised of the possibility of such damages.

10. Independent Contractors and Subcontractors. SnapCare and Program Member are independent contractors and neither Party, nor any of their employees, staff, agents, officers, or directors shall be construed to be the agent, fiduciary, employee, or representative of the other. To the extent necessary to fulfill its obligations under the Parties’ Agreement, SnapCare may engage and contract with subcontractors to provide Services to Program Member, and will hold such subcontractors to the same standards and terms as required in this Agreement. The provision of Program Providers or other services by subcontractors will not result in additional fees or increased rates to Program Member. Any subcontract between SnapCare and a subcontractor shall provide that the subcontractor accepts responsibility and is primarily responsible for its personnel, and shall provide at least the same level of protections for SnapCare and Program Member as those set forth in this Agreement.

11. Binding Effect; Assignment. The Parties’ Agreement shall be binding upon and inure to the benefit of SnapCare and Program Member and each of their respective successors and permitted assigns. This Agreement shall not be assigned by any Party hereto without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed); provided, however, that no consent shall be required in the event of an assignment by either Party of this Agreement to an affiliate or pursuant to a merger, consolidation or sale or disposition of all or substantially all of the assets of such Party.

12. Force Majeure. Either of the Parties shall be excused from the performance of any obligation under this Agreement if and for so long as and only to the extent that the non-performance of such obligation occurs by reason of any act of God, including but not limited to fire, flood, storm, earthquake, epidemic, war, national emergency, act of terrorism or natural disaster. In such event, the Parties agree to use their commercially reasonable efforts to resume performance as soon as reasonably possible under the circumstances giving rise to the Party’s failure to perform, provided, however, if performance is not restored within thirty (30) calendar days, either Party may terminate this Agreement without penalty.

13. Counterparts. The Parties’ Agreement and any amendments to that Agreement may be executed in any number of counterparts, including by facsimile signature or other electronic signature, each of which shall be deemed to be an original, but all of which, when taken together, shall constitute one and the same agreement.

14. Survival. Any covenants intended to be performed subsequent to the termination of this Agreement, along with any representations and warranties made herein and any other provisions which by their terms are intended to survive termination, shall survive termination of this Agreement.

15. Intellectual Property. Neither Party shall use the names, logos, symbols or description of the business or activities of the other Party in any promotional, informational, or marketing materials or public communication or disclosure without in each instance obtaining the prior written consent of the person or entity owning the rights thereto except in connection with job postings applicable to Program Member’s facilities. Each Party reserves all right, title, and interest in and to its patents, copyrights, trade secrets, know-how, and other intellectual property used, disclosed, or made available under or in connection with this Agreement. Each Party reserves all right, title, and interest in and to its company, product, and service names, logos, brands, trademarks, service marks, trade dress, and other proprietary designations (collectively, “Marks”). All use of a Party’s Marks is and shall remain subject to such Party’s reasonable quality control and brand usage guidelines. All goodwill arising from use of a Party’s Marks shall inure exclusively to such Party’s benefit.

16. Severability. In the event that any one or more of the provisions contained in the Parties’ Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, in whole or in part, the validity of the remaining provisions shall not be affected and the remaining portion of any provision held to be invalid, illegal or unenforceable shall in no way be affected, prejudiced or disturbed thereby.

17. Amendment or Modification; Waiver. The Parties’ Agreement may be amended or modified only by a written agreement executed by all of its Parties. The Parties may extend the time for the performance of any of the obligations or other acts of any other Party hereto, waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or waive compliance with any of the covenants, agreements or conditions contained herein. Any agreement on the part of a Party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed by the Party granting such waiver. Such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or future failure.

18. Press Releases. Each Party covenants and agrees that such Party shall not issue any press release or other public statement regarding the business arrangement set forth herein without the prior written consent of the other Party.