Terms of Service
LOYAL ASSISTANT TERMS OF SERVICE
Please read these terms of service carefully, as they create a binding contract between you and Loyal Assistant (“we” or “us”). Further, these terms of service contain an agreement to arbitrate, which requires that you and Loyal Assistant arbitrate certain claims that you may bring against Loyal Assistant as binding, individual arbitration instead of going to court and limits class action claims, unless you opt out of the agreement to arbitrate as described below.
OVERVIEW OF LOYAL ASSISTANT’S PLATFORM
Loyal Assistant is a matching service to enable connections between professional offices seeking temporary service providers ("Offices") to provide requests for temporary services on a part-time or full-time basis (each, an "Assignment") to individuals with a professional degree or professional background, including without limitation dentists, doctors, dental assistants, physician assistants, medical secretaries and other, similarly qualified individuals ("Professionals"), as specified by Loyal Assistant from time to time. Professionals make available their professional skills to fulfill Offices' Assignment requests in exchange for compensation agreed upon by Professionals and Offices, as discussed in more detail below. Offices and Professionals together are collectively referred to as "Users" and each individually as a "User." You are agreeing to these Terms of Service as either an Office or a Professional and, in either case, as a User.
Each User may receive ratings from other Users based on the Assignment completed hereunder, based on parameters specific to their role as either a Professional or an Office. Loyal Assistant provides Offices with information about available Professionals to help Offices select Professionals and provides Professionals with information about Offices seeking help from Professionals to help Professionals decide whether to accept Assignments at Offices. An Office may make a decision based on any criteria, including without limitation cost, distance, skill level, job history, Ratings (as defined below) from other Offices, any other information listed in the Professional's Profile (as defined below), or previously completed Assignments on Loyal Assistant. A Professional may accept an offer for Assignment based on any criteria, including without limitation immediacy, rate for the Assignment, distance, Ratings from other Professionals, or any other information listed in the applicable Office's Profile (as defined below)
The Service is a marketplace platform for enabling connections between Users for the fulfillment of jobs, but Company is not responsible for the performance of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of users, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Users. Company does not have control over the quality, timing or legality of jobs delivered by its Professionals. Company makes no representations about the suitability, reliability, timeliness, or accuracy of the jobs requested and provided by Users identified through the Service whether in public, private, or offline interactions.
These Terms constitute an agreement between Loyal Assistant and you, on behalf of yourself and any Facility. Use of the Loyal Assistant platform means the Facility &Medical professional is bound by these Terms, and every reference in these terms. You represent that you have full power and authority to agree to these Terms on your and the Facility’s behalf and to bind both of you to the Terms. Loyal Assistant may amend the Terms from time to time by providing notice to you. Your continued access or use of the Platform constitutes your consent to be bound by the Terms, as amended.
WHAT SERVICES ENTAIL
Loyal Assistant maintains the Website as a service to its visitors, subject to these Terms of Service. You are responsible for obtaining any equipment and Internet service necessary to access the Website and for paying any fees for the equipment and services You select. Loyal Assistant may alter, suspend or discontinue this Website or the Services provided herein, in whole or in part, at any time and for any reason, without providing notice to You. The Website may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons including, without limitation, poor cellular network coverage or cellular network failure. Loyal Assistant may provide access to third party services and products, or to Loyal Assistant’s products or services, from time to time, through the Website. You acknowledge that the Website is evolving and that the form and nature of the Website, including the Services accessible via the Website, may change from time to time without notice to You.
Service Fees do not include any reimbursement costs or expenses associated with the Services. Payment or reimbursement arrangements for those expenses must be made between you and the Medical Professional directly. Loyal Assistant does not reimburse expenses
PERIODIC SERVICE OPTION
When requesting a Service, Facility may have the option of choosing that the Service be repeated on a regular basis ("Recurrent Service Option"). For example, a Facility may choose that a nurse or other professional be scheduled every two weeks. When a Facility chooses a Recurrent Service, Loyal Assistant will automatically schedule that Recurrent Service to occur on future dates indefinitely at the frequency requested by Facility. Facility's payment will be charged for the Recurrent Service as the Service appointments occur and for any applicable fees. Loyal Assistant cannot guarantee that the same Professional will be scheduled for each Recurrent Service appointment or that Recurrent Service appointments will not be canceled.
MEDICAL PROFESSIONAL’S OPTIONS INVOLVING SERVICE CANCELLATION
If a Medical Professional is unable to make any scheduled appointment and Loyal Assistant receives sufficient advance notification, Loyal Assistant will make the appointment available to other Medical Professionals through the Platform. Loyal Assistant cannot guarantee that a replacement will accept the appointment in sufficient time, and if no replacement is available, you will not be charged for the appointment. You agree to accept Services from any substitute Medical Professional in the event that the scheduled Medical Professional is unable to make the appointment.
FACILITY’S OPTIONS INVOLVING SERVICE CANCELLATION
In the event that a Professional does not perform an Assignment at all or does not perform an Assignment in its entirety and in either case has not provided sufficient advance notice of such non-performance or incomplete performance as agreed to by such Professional and the affected Office or reasonable notice in the absence of such an agreement, the affected Office may notify Loyal Assistant. Loyal Assistant shall include information on such non-performance or incomplete performance of Assignments in Ratings for Professionals. Loyal Assistant reserves the right to institute other sanctions from time to time, and may, in Loyal Assistant’s sole discretion, terminate the account of any Professional that repeatedly does not perform Assignments or does not completely perform Assignments that such Professional has agreed to perform without providing sufficient advance notice. For the avoidance of doubt, any information on non-performance or incomplete performance of Assignment in Ratings for Professionals shall be construed as an evaluation of such Professional by the relevant Office and not by Loyal Assistant.
In the event that an Office cancels an Assignment and has not provided sufficient advance notice as agreed to by such Office and the affected Professional(s) or reasonable notice in the absence of such an agreement, the affected Professional(s) may notify Loyal Assistant. Loyal Assistant shall include information on such cancellation of Assignments in its Ratings for Offices. Loyal Assistant reserves the right to institute other sanctions from time to time, and may, in Loyal Assistant’s sole discretion, terminate the account of any Office that repeatedly cancels Assignments that such Office has requested without providing sufficient advance notice.
NO RECRUITMENT ALLOWED
Facility agrees to abstain from active recruitment of Loyal Assistant Professionals. Should a facility wish to hire a Loyal Assistant Professional, Facility shall pay Loyal Assistant a Placement Fee for each professional.
Appointments for Services with Medical Professionals can be scheduled through the Loyal Assistant platform. Your request for Services is only accepted when you receive a confirmation of the scheduled appointment times with a Medical Professional.
TRANSACTIONS, FEES, AND POLICIES
An Office may submit a request for particular Assignment to Loyal Assistant, free of charge, through the Website together with a range of hourly rates that are acceptable to the Office ("Request for Assignment" or "Request"). When Loyal Assistant receives such a Request from an Office, Loyal Assistant shall search for registered Professionals to find a suitable match based on the type of Assignment requested, as well as hourly rates, availability and expertise. Office may view a portion or all of the Profile, as determined by Loyal Assistant, of potential Professionals and request access to each Professional's Ratings, User Information, and Background Check information, excluding credit checks, without additional charge to Office. Similarly, Professionals may view the Profiles of potential Offices for which they may perform Assignment, along with the Office's Ratings and User Information, without charge. THE RELEASE OF A PROFESSIONAL'S BACKGROUND CHECK INFORMATION REQUIRES THE EXPRESS WRITTEN OR ELECTRONIC CONSENT OF THE PROFESSIONAL WHOSE INFORMATION IS BEING RELEASED. OFFICE SHALL NOT RELEASE SUCH BACKGROUND CHECK INFORMATION WITHOUT SUCH CONSENT.
When an Office submits a Request for Assignment, Office authorizes Loyal Assistant to charge a credit card, ACH or such other payment method as may be accepted by Loyal Assistant from time to time for a deposit of an amount equal to the total payment for the Assignment requested ("Deposit"), which is equal to the number of hours of Assignment Office has requested multiplied by the hourly rate which Office has agreed to pay, with a payroll company which Loyal Assistant has approved in writing (the "Approved Payroll Provider"). Office shall direct the Approved Payroll Provider to directly transfer amounts to Professional based on Professional's hourly rate for services and the number of hours worked by Professional for such Office. Office shall authorize Approved Payroll Provider to pay Loyal Assistant’s commission (calculated as a portion of the Deposit as set forth on the Website at the time of Office's selection of the applicable Professional) (the "Commission") upon transfer of the Deposit to Approved Payroll Provider or at any time thereafter. For the avoidance of doubt, the payment from Office to Authorized Payroll Provider of the Commission is not a wage or other income of Professional and is instead a payment for the Services. Office shall require Approved Payroll Provider to transfer to Professional amounts equal to Professional's hourly rate multiplied by the number of hours Professional worked for Office, as Office specifies the number of hours worked by Professional to Loyal Assistant from time to time. Office agrees that Office's sole recourse for any transfer of the Deposit from Approved Payroll Provider shall be against Approved Payroll Provider or Professional, and Office agrees to release Loyal Assistant from any claim related to the transfer of any Deposit to Professional. Professional agrees that Professional's sole recourse for Approved Payroll Provider's refusal to transfer any portion of the Deposit shall be to obtain a written instruction from the Office or an order a court of competent jurisdiction instructing Approved Payroll Provider to transfer such funds to Professional.
An Office's failure to make a Deposit, or to otherwise pay any required fees, shall constitute a material breach of these Terms of Service.
The Office's Credit Card on file with Loyal Assistant will be charged automatically 48 hours following the completion of the work assignment according to the professional's input of time worked if Office does not review and approve the hours worked by the professional within such 48 hour period.
The Office will be charged a minimum of 5 hours if the Office terminates a work assignment for any reason on the same day as the work assignment.
REFUNDS NOT PERMITTED
No refunds or credits will be provided once your credit card has been charged, except that at our sole discretion, refunds or credits may be granted in extenuating circumstances, as a result of specific promotions, or to correct any errors we have made.
SINGLE OR RECURRING APPOINTMENTS
All Service appointments are booked on an individual basis. You may book Loyal Assistant nurses on a recurring, regular basis, such as every day, or on certain days every week. Loyal Assistant will automatically schedule appointments to occur on future dates indefinitely at the frequency agreed by you and Loyal Assistant. Loyal Assistant cannot guarantee that the same Medical Professional will be scheduled for each appointment or that appointments will not be canceled by the Medical Professional. See “Cancellation by You” for information on how to cancel appointments.
INFORMATION REGARDING ASSIGNMENTS
Before a Professional commences an Assignment, Loyal Assistant will provide, or will have the Office provide, to Professional information about the Assignment, including (a) the pay rate and pay date for the Assignment, (b) the start date for the Assignment and estimated duration of the Assignment, (c) whether there is a strike or lockout, (d) whether meals or transportation will be provided by the Office, and (e) the name, address, and phone number of the Office. Unless otherwise specified by Loyal Assistant, Loyal Assistant hereby notifies each Professional that all Assignments provided through the Website require special clothing, tools, licenses and training.
LOYAL ASSISTANT CLIENTS
a. Professional understands and acknowledges that the list of clients that use Professionals referred by Loyal Assistant is a legally protected trade secret, compiled through substantial efforts and expense of Loyal Assistant, and has economic value to Loyal Assistant. Professional agrees to keep this information in strict confidence, and hereby agrees not to use any such trade secret information to solicit any of Loyal Assistant’s clients for herself or himself or any other person, firm or corporation during Professional’s association with Loyal Assistant.
Professional also agrees not to use any trade secret information to solicit any of Loyal Assistant’s clients or continue to perform services for any of Loyal Assistant’s clients for a period of six months following termination of Professional’s association with Loyal Assistant. Nothing in this provision limits Professional’s ability to accept jobs or contract with clients to provide services, other than the clients referred to Professional by Loyal Assistant.
b. Professional is free to sign an agreement with other referral agencies and to seek and perform work for persons not referred by Loyal Assistant.
INTRODUCTORY PHONE CALL
Loyal Assistant may provide Professional with a voluntary introductory phone call session to explain how the Loyal Assistant works, including its administrative policies and procedures.
If You are a Professional, Loyal Assistant has the right, but not the obligation, to verify whether the information displayed in Your Profile is accurate. If You are a Professional, You hereby grant to Loyal Assistant the right to conduct background checks on behalf of any Offices with which you may obtain Assignments through Loyal Assistant to confirm the accuracy of any User Information that is available on Your Profile including without limitation Your name and address, e-mail address, telephone number, photographs, geographical location, billing information, Your degree-granting program(s) and year(s) of graduation, any Assignment experience, any other of Your qualifications, Your credit score and a criminal background check of You (collectively, "Background Checks"). PROFESSIONAL HEREBY GRANTS TO LOYAL ASSISTANT THE RIGHT TO CONDUCT A CREDIT CHECK AND A CRIMINAL BACKGROUND CHECK BY REGISTERING WITH THE WEBSITE UPON RECEIVING YOUR EXPLICIT WRITTEN OR ELECTRONIC CONSENT. PROFESSIONAL AGREES AND ACKNOWLEDGES THAT LOYAL ASSISTANT RESERVES THE RIGHT TO DISTRIBUTE RESULTING INFORMATION, AS SET FORTH IN THIS PARAGRAPH, TO INTERESTED OFFICES POTENTIALLY SEEKING ASSIGNMENTS FROM YOU. For the avoidance of doubt, Loyal Assistant is under no obligation to conduct Background Checks on Professional, but Loyal Assistant may conduct a Background Check when a Professional first registers with Loyal Assistant or from time to time thereafter as long as such Professional maintains an account with Loyal Assistant.
CONSENT TO COMMUNICATE ELECTRONICALLY
If Your email address becomes invalid or electronic Communications are otherwise returned to Loyal Assistant, Loyal Assistant reserves the right to terminate Your account.
USE OF LOYAL ASSISTANT WEBSITE AND MOBILE APPLICATION PLATFORMS
You agree to comply with all applicable laws when using the Loyal Assistant website and mobile application platforms, and you may only use the Platform for lawful purposes. You will not in your use of the Platform cause nuisance, annoyance, inconvenience, or property damage, whether to the Medical Professional or any other party. You will not take any of the following actions with respect to the Platform or the Loyal Assistant Display: reproduce, distribute, license, resell, copy, reverse engineer, mirror, frame, scrape, data mine, spam, access in an unauthorized manner, interfere with, or use to build competitive or similar products.
STANDARDS FOR OFFICES
If and to the extent You use the Website as an Office:
You agree to honor the commitments You make to Professionals via the Website;
You represent and warrant to Loyal Assistant that You are allowed to make purchasing decisions on behalf of Yourself or for the person or entity You represent, and that You will only request Assignments and place orders for Assignments that You have been authorized to request by such person or entity;
You covenant to Loyal Assistant and to any Professional who performs Assignments for You that You will comply with the Health Information Portability and Accountability Act and all applicable associated rules and regulations, as may be amended from time to time, as well as all other applicable laws, rules and regulations;
You represent and warrant to Loyal Assistant, and to any Professional who provides You with Assignments, that any agreements to provide Assignments do not conflict with any agreements You have with third parties and You further covenant that any agreements for You to retain Professional to perform Assignments will not conflict with any agreements You have with third parties;
You acknowledge and agree that Loyal Assistant may display advertisements on the Website or in connection with Your Profile without any payment obligation to You;
You acknowledge and agree that Loyal Assistant disclaims all responsibility for providing You with any specific volume of Professionals to handle Assignments that you post to our Website; and
You further acknowledge and agree that You will comply with all applicable state, federal, and international laws, and assume all responsibility for making payments related to social security, unemployment insurance, disability insurance, or worker's compensation insurance.
If you connect with a professional through Loyal Assistant, all temporary work assignments with that professional must be booked through Loyal Assistant. Any assignment less than 60 days in duration is considered a temporary assignment. Once you have worked with a professional for 60 days through Loyal Assistant, you can hire that professional permanently or pay a finder's fee.
STANDARDS FOR PROFESSIONALS
If and to the extent that You use the Website as a Professional:
You acknowledge and agree that in any matter relating to Your performance under these Terms of Service, including without limitation Your obligations with respect to Loyal Assistant and any Offices for whom You perform Assignments or offer to perform Assignments, You will be acting as an independent contractor within the State of California, Massachusetts, and New Jersey, and as an employee in the remaining United States, and not as Loyal Assistant’s or an Office's agent, franchisee or servant. Accordingly, You will be solely responsible for all costs incurred by You. You shall not hold Yourself out as having authority to make contracts or promises on behalf of any other party.
You represent and warrant to Loyal Assistant that, for the Assignment that You offer to complete for an Office, You have the right to provide such an offer and that You are capable of performing and fit for performing any offers for Assignments that You provide hereunder;
You represent and warrant to Loyal Assistant and to any Office with which You perform Assignments that You have all necessary licenses, professional experience and legal qualifications to perform the Assignments that You agree to do and You maintain a valid insurance policy commensurate with industry standards, to remain in effect during and through the time that You act as an independent contractor in the state of State of California, Massachusetts, and New Jersey, and as an employee in the remaining United States;
You represent and warrant to Loyal Assistant that You will keep all information related to Your Assignment, including without limitation any offers to complete Assignments, up-to-date on the Website by notifying Loyal Assistant of any changes that would affect the accuracy of such information;
You represent and warrant to Loyal Assistant and to any Office with which You perform Assignments that You will identify yourself as an independent contractor in the state of California, Massachusetts, and New Jersey, and and as an employee in the remaining United States of each Office with which You perform Assignments;
You covenant to Loyal Assistant and to any Office with which You perform Assignments that any tax documents that You file or otherwise submit with regard to Assignments shall be consistent with being an independent contractor in the state of California, Massachusetts, and New Jersey, and as an employee in the remaining United States of each Office with which You perform Assignments;
You covenant to Loyal Assistant and to any Office with which You perform Assignments that You will comply with the Health Information Portability and Accountability Act and all applicable associated rules and regulations, as may be amended from time to time, as well as all other applicable laws, rules and regulations;
You hereby grant to Loyal Assistant and its Users the right to distribute Your Information to Offices with which You may complete Assignments, without restriction, and You acknowledge that Your Information may be widely disseminated and viewed by large numbers of people;
You acknowledge and agree that Loyal Assistant may display advertisements on the Website or in connection with Your Profile without any payment obligation to You;
You acknowledge and agree that any relationship You enter into with an Office or with Loyal Assistant will be short-term and will be limited to the extent needed to complete the applicable Assignment. You further acknowledge and agree that Loyal Assistant disclaims all responsibility for providing You with any specific volume of Assignments as a result of a contract that You may enter into with any Party;
You agree to honor the commitment You make to Offices via the Website; and
You further acknowledge and agree that You will comply with all applicable state, federal, and international laws in performing Assignments.
You understand that as an independent contractor you may not be covered by the Office's workers' compensation insurance policy within the United States excluding the state of California, Massachusetts, and New Jersey. You agree and acknowledge that you are solely responsible for providing your own workers' compensation insurance coverage and you have no expectation of coverage under the Office's coverage within the United States excluding the state of California, Massachusetts, & New Jersey.
CIRCUMSTANCES THAT YOU CAN REACTIVATE YOUR ACCOUNT
Provided that You deleted Your Account or You allowed Your Account to lapse by not using Your Account for a sufficiently long period, You may reactivate Your Account by following the process set forth by Loyal Assistant from time to time, during a time period established by Loyal Assistant from time to time following the deletion or deactivation of Your Account. If Your Account may no longer be reactivated, Loyal Assistant may, in its discretion, permit You to create a new account.
In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by Loyal Assistant of that third party or of any product or service provided by a third party. Likewise, a link to a non- Loyal Assistant website does not imply that Loyal Assistant endorses or accepts any responsibility for the content or use of such website. Loyal Assistant does not endorse, warrant or guarantee any product or service offered by any third party through an online messaging service or link accessible through this Website and will not be a party to or in any way monitor any transaction involving any third party providers of products or services. As with the purchase of a product or service through any medium or in any environment, You are responsible for exercising appropriate judgment and caution.
CONTACT BY LOYAL ASSISTANT
You agree that Loyal Assistant and facility may contact you by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with a Loyal Assistant account, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any property, goods or services. You also understand that you may opt out of receiving text messages from Loyal Assistant at any time by contacting Support@LoyalAssistant.com. If you do not choose to opt out, Loyal Assistant may contact you as outlined in its User Privacy Statement, located at http://www.loyalassistant.com/privacy-policy
CHOICE OF LAW: CALIFORNIA
These Terms are governed by and construed in accordance with the laws of the State of California, U.S.A., without giving effect to any conflict of law principles.
Loyal Assistant makes no representations that information on this Website is appropriate or available for use outside the United States. If You choose to access this Website from outside the United States, You do so on Your own initiative and at Your own risk and You agree and acknowledge that You are responsible for complying with all applicable United States laws as well as Your local laws and regulations. If You transact business through this Website with a party that is located outside the United States, You agree and acknowledge that You do so voluntarily, that You are responsible for complying with all applicable United States laws as well as any local laws and regulations that may impact Your transaction, and You understand that Loyal Assistant disclaims all responsibility related to such transaction.
You shall not use or disclose any proprietary or confidential information with which You obtain or otherwise gain access to as a result of Your access to or usage of the Website or Services. All information regarding an Assignment between the Professional and an Office who sent such Assignment, whether or not in writing, of a private, secret or confidential nature concerning the Office's business or financial affairs (collectively, "Proprietary Information") is and shall be the exclusive property of such Office. By way of illustration, but not limitation, Proprietary Information may include the contents of an Assignment, products, product improvements, product enhancements, processes, methods, techniques, negotiation strategies and positions, projects, developments, plans (including business and marketing plans), research data, financial data (including sales costs, profits, pricing methods), personnel data, computer programs (including software used pursuant to a license agreement), customer, prospect and supplier lists, and contacts at or knowledge of customers or prospective customers of the Office, and patient healthcare records and You will not disclose any Proprietary Information to any person or entity other than the applicable Office or use the same for any purposes (other than in the performance of Your duties as stipulated in the Assignment) without written approval by an officer of such Office, unless and until such Proprietary Information has become public knowledge without Your fault. While fulfilling the obligations of an Assignment for the Office, a Professional will use his/her best efforts to prevent unauthorized publication or disclosure of any of the Office's Proprietary Information. Professional agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible or intangible material containing Proprietary Information, whether created by such Professional or others, which shall come into his/her custody or possession, shall be and are the exclusive property of Office to be used by Professional only in the performance of his/her duties for the Office and shall not be copied or removed from Office's premises except in the pursuit of the business of Office as required to perform an Assignment.
Professional agrees that the only communication with the Office's customers or patients is to schedule and confirm appointments (if requested in the Assignment) and to perform the Assignment. Professionals are prohibited from directly or indirectly contacting such customers or patients after the completion of the Assignment and shall not circumvent the Office or Loyal Assistant in any way. For example, Professionals may not provide business cards, flyers, website addresses or other contact information to any customer or patient of Office.
Loyal Assistant may require You to agree to an additional non-disclosure agreement prior to sharing certain other information with You. Any such non-disclosure agreement between You and Loyal Assistant shall apply to information shared in connection with the Website or Services, unless otherwise provided in such non-disclosure agreement.
DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY, & INDEMNITY
Loyal Assistant disclaims all responsibility for any interactions, correspondences, transactions, and other dealings that You have with any third parties including without limitation Offices or Professionals found on or through the Website (including on or via linked websites or advertisements). Any such interactions, correspondences, transactions, and other dealings are solely between You and the third party (including without limitation issues related to the content of third party advertisements, payments, delivery of Assignment or Services). Under no circumstances will Loyal Assistant be responsibility for any loss or damage caused by Your reliance on information in any Content on this Website. It is Your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through this Website. You are responsible for seeking the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other Content.
YOU ACKNOWLEDGE THAT THE WEBSITE AND ALL SERVICES, TEXT, IMAGES, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THIS WEBSITE ARE PROVIDED "AS IS" AND ARE BASED IN PART ON ASSIGNMENTS, OR OFFERS FOR ASSIGNMENTS, PROVIDED BY OFFICES, AND INFORMATION ABOUT PROFESSIONALS, WHICH ARE NOT OR MAY NOT BE VERIFIED BY LOYAL ASSISTANT, AND THAT ANY ASSIGNMENT ESTABLISHED THROUGH THE USE OF THE WEBSITE IS AT YOUR SOLE RISK AND DISCRETION. LOYAL ASSISTANT, LOYAL ASSISTANT’S SUPPLIERS AND LOYAL ASSISTANT’S LICENSORS ARE NOT LIABLE OR RESPONSIBLE FOR ANY RESULT GENERATED THROUGH THE USE OF THE WEBSITE. EXCEPT AS SET FORTH IN THIS SECTION, LOYAL ASSISTANT PROVIDES NO OTHER WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, NONE OF LOYAL ASSISTANT, ITS AFFILIATES OR LICENSORS WARRANT THAT: (I) THE INFORMATION AVAILABLE ON THIS WEBSITE IS FREE OF ERRORS; (II) THE FUNCTIONS OR SERVICES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF CONTENT) PROVIDED BY THIS WEBSITE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (III) DEFECTS WILL BE CORRECTED, OR (IV) THIS WEBSITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WITHOUT LIMITING THE FOREGOING, NONE OF LOYAL ASSISTANT, ITS AFFILIATES OR LICENSORS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS, QUALITY OR CONTENT OF ANY SERVICES, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICE.
None of Loyal Assistant, Loyal Assistant’s affiliates or Loyal Assistant’s licensors is responsible for the conduct, whether online or offline, between Offices and Professionals.
None of Loyal Assistant, Loyal Assistant’s affiliates or Loyal Assistant’s licensors guarantee that any of Your personal information, including without limitation User Information provided by You, results on any Background Checks that Loyal Assistant and its affiliates and licensors conduct on You, as well as Ratings submitted by other Users about Your performance, whether accurate or not, will not be misappropriated, intercepted, deleted, destroyed, or used by others.
Loyal Assistant will make commercially reasonable efforts to secure its Website from mischief, understanding, however, that Loyal Assistant may rely on information provided to it by Users and contained in their Profiles, and that mistakes and security breaches such as hacking can nonetheless occur. User acknowledges and agrees that Loyal Assistant will bear no liability to User for any matter or claim arising from the foregoing.
IN NO EVENT SHALL LOYAL ASSISTANT BE LIABLE TO ANY USER OF THIS WEBSITE OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THE WEBSITE OR ANY INFORMATION CONTAINED THEREON, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF LOYAL ASSISTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
YOU AGREE AND ACKNOWLEDGE THAT LOYAL ASSISTANT’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS OF SERVICE, THE WEBSITE, THE CONTENT, OR SERVICES REQUESTED OR RENDERED BETWEEN PROFESSIONAL AND OFFICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE COMMISSIONS RETAINED HEREUNDER BY LOYAL ASSISTANT IN THE THEN-PRIOR THREE (3) MONTH PERIOD.
By using this Website or our Services, You agree to indemnify, hold harmless and, at Loyal Assistant’s option, defend Loyal Assistant and its officers, directors and agents from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to attorneys' fees, resulting directly or indirectly from a claim by a third party that arises in connection with Your use of this Website or Services or from the performance or non-performance of any Assignments by You or Your Counterparty.
LOYAL ASSISTANT’S LIMITED INVOLVEMENT & RELEASE OF LIABILITY
The Website is only a venue for connecting Users, and except to the extent, if any, that Loyal Assistant serves as a communications platform between Users, connects potential Professionals and Offices for the performance of Assignment, Loyal Assistant does not take part in the interaction between Offices and Professionals. As a result of Loyal Assistant’s limited involvement in the actual contact between Office and Professional, in the event that You have a dispute with one or more Users, You hereby release Loyal Assistant, and Loyal Assistant’s officers, directors, agents, investors, subsidiaries, and contractors from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Loyal Assistant expressly disclaims any liability or claims that may arise between Users of its Website.
If You are a California resident, You waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
EXCLUSIONS FOR SOME JURISDICTIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
In order to use most aspects of the Services, you must register for and maintain an active personal user Services account ("Account"). You must be at least 18 years of age to obtain an Account. Account registration requires you to submit to Loyal Assistant certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method supported by Loyal Assistant. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Loyal Assistant in writing, you may only possess one Account.
RIGHTS TO PLATFORM
The Platform and all associated rights are Loyal Assistant’s property or the property of Loyal Assistant’s licensors. Nothing in the Usage Policy or the Terms shall conveyor grant to you any rights except for the limited license granted above.
RIGHT TO MONITOR
Loyal Assistant has the right, but not the obligation, to monitor Content submitted to the Website through an online messaging or Rating system to assess compliance with these Terms of Service and any other applicable rules that Loyal Assistant may establish. Loyal Assistant has the right in Loyal Assistant’s sole discretion to edit or remove any material submitted to or exchanged in any online messaging system or Ratings system provided through this Website. Without limiting the foregoing, Loyal Assistant has the right to remove any material that Loyal Assistant, in its sole discretion, finds to be in violation of these Terms of Service or otherwise objectionable, and You are solely responsible for the Content that You post to this Website.
PRIVACY & RIGHTS
RESPONSIBILITIES FOR LICENSES AND PERMITS
It shall be the sole responsibility of Professional to make application for and pay fees for any business licenses and/or permits, where required by state or local law, ordinance or regulation, for conducting the services to be performed by Professional.
SENSITIVE PERSONAL INFORMATION
You may use this Website as a member of the general public that is not an Office or a Professional without volunteering sensitive personal information. If You are an Office or a Professional, You are required to release sensitive personal information in order to register with Loyal Assistant and to contract with other Users for Assignments. The information that You must disclose in order to register may include, without limitation, Your name and address, e-mail address, telephone number, social security number, recent photographs, geographical location, and billing information, and such other information as determined by Loyal Assistant from time to time such as your professional licensure and the results of any background check ("User Information"), which will be stored under Your Profile.
THIRD PARTY WEBSITES
This Website may contain links to non- Loyal Assistant websites that are provided to You as a convenience. Any outside website accessed from the Website is independent from Loyal Assistant, and Loyal Assistant has no control over the content of such websites. Loyal Assistant is not responsible for the content of any linked website or for any loss or damage incurred in connection with Your use of such links or dealings with the operators of such non- Loyal Assistant websites.
OUR PAYMENT PROCESSOR
NO THIRD PARTY BENEFICIARIES
You acknowledge and agree that, except as otherwise expressly provided in the Agreement, there shall be no third party beneficiaries in to the Agreement.
You are prohibited from manipulating, by any means, the price of any Services offered on the Website (including without limitation through the use of an alias or decoys or by placing false offers for the sale or purchase of Assignments). Furthermore, You shall not disrupt or otherwise interfere in any way with another User's participation on the Website.
PROHIBITED CONDUCT WITH THE WEBSITE OR MOBILE APPLICATION
You shall not disturb or interfere with the operation of the Website or Mobile Application in any manner including without limitation by imposing an unreasonable or disproportionate burden on the network, software or hardware infrastructure of the Website.
Loyal Assistant may immediately terminate our agreement, as evidenced by these Terms, or the offering of the Platform or any portion thereof, at any time for any reason, through notice as provided below.
CONDUCT THAT IS NOT ALLOWED
In connection with Your accessing the Website, Services, or Loyal Assistant’s online messaging service, Rating system, or any other Service provided through the Website, You shall abide by the following standards of conduct. You shall not, and will not authorize or facilitate any attempt by another person, to use the Website or any messaging service, Ratings system or other Service to:
Transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by Loyal Assistant;
Circumvent or manipulate Loyal Assistant’s fee structure, the billing process, or fees owed to Loyal Assistant or to the Professional;
Manipulate the price of any Assignment or interfere with other Users' Assignments;
Use a name or language that Loyal Assistant, in its sole discretion, deems offensive;
Post false, inaccurate, misleading, defamatory, or libelous content (including without limitation personal information);
Post hateful or racially or ethnically objectionable Content;
Post Content which infringes another's copyright, trademark or trade secret;
Post unsolicited advertising or unlawfully promote products or services;
Take any action that may undermine the Ratings system when it becomes available (such as displaying, importing or exporting Ratings information off of the Website or using it for purposes unrelated to Loyal Assistant);
Harass, threaten or intentionally embarrass or cause distress to another User or entity;
Impersonate another User;
Exploit children under 18 years of age;
Engage in disruptive activity such as sending multiple messages in an effort to monopolize a messaging forum;
Introduce viruses, worms, Trojan horses and/or harmful code into the Website;
Obtain unauthorized access to any computer system or Confidential Information through the Website;
Transfer Your Loyal Assistant Profile (including Ratings) and Login Credentials to another party without Loyal Assistant’s consent;
Harvest or otherwise collect information about Users, including email addresses, without their consent;
Invade the privacy of any person, including without limitation posting personally identifying or otherwise private information about a person without their consent (or their parent's consent in the case of a child under 18 years of age);
Solicit personal information from children under 18 years of age;
Violate any federal, state, local, or international law or regulation; or
Encourage conduct that would constitute a criminal or civil offense.
LICENSE TO USE
PROFESSIONAL’S SOLE DISCRETION & CONTROL
Professional represents that she or he has the qualifications, ability, skills and experience to perform all services to be rendered to client(s) without the advice, control or supervision of Loyal Assistant. Professional shall be solely responsible for satisfactory performance of services to be rendered to the facility and shall receive no assistance, training, direction or control from Loyal Assistant. Professional shall have sole discretion and control of the work and the manner in which it is performed. If Professional requires additional direction or instruction, Professional should ask facility for assistance.
Login accessibility will be provided by Loyal Assistant ("Login Accessibility") based on the type of access applicable to Your use of the Website (namely, whether You are utilizing our Services as an Office or a Professional). If You are the first User from an Office, Loyal Assistant will provide You with Login Accessibility for an administrator (an "Administrator"), and the Administrator may allow other Users from the same Office to create sub-accounts with additional Login Accessibility representing that Office. In the event that another individual has signed up to be an Administrator for Your Office erroneously or that You have any issue with the then-current Administrator account or Login Accessibility, please contact Loyal Assistant at Support@LoyalAssistant.com
You agree that You are solely responsible for protecting Your Login Accessibility from unauthorized use, maintaining the confidentiality of Your Account and password, and You agree to accept responsibility for all activities that occur under Your Login Accessibility. You agree to notify us immediately if You believe that any of Your Login Accessibility has been or may be used without Your permission so that appropriate action may be taken. You may not (i) create more than one account to access the Website, (ii) share Your Login Accessibility with any third party, or (iii) transfer Your account to any third party.
Loyal Assistant is not responsible for any loss or damage caused by, or expense incurred by, You as a result of Your failure to safeguard Your Login Accessibility. You agree that You shall not rent, resell, or remarket the Services or provide access to the Website to any third party. Loyal Assistant reserves the right to delist any Assignment from the Website, at any time and in Loyal Assistant’s sole discretion. Loyal Assistant may terminate Your Account at any time at Loyal Assistant’s sole discretion and with no liability to You. For example, but without limitation, Loyal Assistant may terminate Your Account if You violate these Terms of Service or Loyal Assistant’s policies, or otherwise harm Loyal Assistant’s business interests. You may not be entitled to create a new Account to access the Website if Loyal Assistant has terminated Your prior Login Accessibility. Loyal Assistant may also prohibit certain Users from re-registering with the Website, at Loyal Assistant’s sole discretion.
USAGE NOT FOR MINORS
Loyal Assistant’s Services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. Individuals under the age of 18 can use its Services only in conjunction with and under the supervision of a parent or legal guardian. In such a case, the adult is the User and is responsible for any and all activities of the minor.
RATINGS, HOW THEY WORK, & LOYAL ASSISTANT’S RESPONSIBILITY
As a User of the Website, You agree and acknowledge that You may rate (on the Website) the performance of Counterparties whom with You transact business, and You understand that the Counterparties may rate Your performance (collectively or individually, "Ratings") on the Website as well. Professionals may be rated on various parameters including without limitation the quality of the Assignment performed, timeliness and professionalism. Offices may be rated on various parameters including without limitation payment history and professionalism. Loyal Assistant will not release Users' Ratings for the viewing of the general public or for any Users that have not registered with the Website. Users can access Ratings only if and when Loyal Assistant provides Ratings as part of the information that a User is looking for in deciding to engage with a Counterparty. At that time, Loyal Assistant will reveal Professional Ratings, Profile information, and Background Check information, excluding credit checks, to Offices, and will reveal Office Ratings and Profile information to Professionals.
Any Ratings that are provided by Counterparties are solely the evaluation or rating of such Counterparty. Loyal Assistant disclaims any responsibility for the accuracy or quality of any Ratings.
User acknowledges and agrees that Loyal Assistant reserves the right, without prior notice and in its sole discretion, to decide whether the content of Ratings violate these Terms of Service for any reason. If Loyal Assistant believes that Your Ratings contain inappropriate Content, Loyal Assistant may remove the Content of such Ratings, in whole or in part, and/or terminate Your access to Loyal Assistant’s Services. Loyal Assistant reserves the right to remove any Ratings, in whole or in part, from Loyal Assistant’s Website at any time and its Loyal Assistant’s sole discretion. If the content of such Ratings are found to be defamatory or legally actionable in a court of law, the User(s) responsible for posting such content will be held exclusively responsible, and Loyal Assistant will bear no responsibility.
Loyal Assistant is not responsible or liable for the conduct of Users or for views, opinions and statements expressed in Content submitted for public display through its Website, such as through an online messaging system, or for Content that is privately displayed to registrants of the Website, such as Ratings of Offices and Professionals. Loyal Assistant does not prescreen information exchanged in online messaging systems or listed in Office and Professional Ratings. With respect to such messaging systems and Ratings systems, Loyal Assistant acts as a passive conduit for distribution and Loyal Assistant is not responsible for the Content contained therein. Any opinions, advice, statements, services, offers, or other information in Content expressed or made available by Users of an online messaging system or Ratings system are those of the respective author(s) or distributor(s) and not of Loyal Assistant. Loyal Assistant neither endorses nor guarantees the accuracy, completeness, or usefulness of any such Content. Loyal Assistant is responsible for ensuring that Content submitted to this Website is not provided in violation of any copyright, trade secret or other intellectual property rights of another person or entity. You shall be solely liable for any damages resulting from infringement of copyrights, trade secret, or other intellectual property rights, or any other harm resulting from Your uploading, posting or submission of Content to this Website.
RESPONSIBILITIES FOR TAXES
Loyal Assistant is only a venue for connecting Offices that require short-term Assignments with Professionals who can provide such Assignments. You are solely responsible for understanding and evaluating any tax liability related to the request or delivery of Assignments through the Website, and for determining the need to report any Assignments pursuant to the requirements of local, state, or federal law. Loyal Assistant cannot and does not offer tax advice to Users nor does Loyal Assistant provide any tax documentation to Users; Loyal Assistant recommends that You consult with a tax advisor for such advice and documentation. You are solely responsible for any taxes arising from Your use of the Website, any Content contained therein, and for the Services that You request or perform therein, excluding Loyal Assistant’s income.
Professionals who are U.S. citizens or other U.S. persons (as defined in IRS Form W-9 or IRS Form W-4) are required to provide a completed IRS Form W-9 in all United States excluding the state of California, Massachusetts, and New Jersey and are required to provide a completed IRS Form W-4 in the State of California, Massachusetts, and New Jersey, to be updated annually, or upon any change in the Professional's tax status and/or change in the Professional's name or TIN. Other Users are required to provide the data necessary to complete the necessary tax reporting forms, to be updated annually, or upon any change in the Users' tax status. Neither Approved Payroll Provider nor Loyal Assistant are required to make any payments to a Professional who has not provided the foregoing information.
Office and Professional shall be responsible for creating and filing any tax documents.
Users exclusively and solely agree to comply with applicable state, federal, and international laws, and to assume all responsibility for making payments related to any state or federal, income taxes, payroll and withholding taxes, social security taxes, unemployment insurance taxes, Medicare taxes, disability insurance or taxes, or worker's compensation insurance or taxes. Loyal Assistant disclaims any responsibility for the foregoing, and Professional and Office each agree to indemnify and hold Loyal Assistant harmless against such taxes or contributions. As used herein "taxes" shall mean all taxes, charges, fees, encumbrances, liens, customs, duties or other assessments, however denominated, including any interest, penalties, additions to tax or additional taxes that may become payable in respect thereof, imposed by the United States government, any state, local or foreign government, or any agency or political subdivision of any such government.
DATA NETWORK DEVICE AND CONNECTION
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Loyal Assistant does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
LOYAL ASSISTANT DOES NOT PROVIDE BENEFITS
In all United States excluding the State of California, Massachusetts, and New Jersey, Loyal Assistant is not the employer of Professional, and will not provide to Professional any employee benefits including, without limitation, Unemployment Insurance, State Disability Insurance, Social Security and Workers Compensation Benefits.
RESPONSIBILITY, LIABILITY, WORKER CLASSIFICATION, AND WITHHOLDINGS
COMPANY DOES NOT PERFORM MEDICAL SERVICES AND DOES NOT EMPLOY INDIVIDUALS IN ALL UNITED STATES EXCLUDING THE STATE OF CALIFORNIA, MASSACHUSETTS, AND NEW JERSEY TO PERFORM SAID SERVICES. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.
Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Company. Each User acknowledges that Company does not, in any way, supervise, direct, or control a Professional’s work performed in any manner. Company does not set a Professional’s work hours or location of work. Company will not provide any equipment, labor or materials needed for a particular Job. Company does not provide any supervision to Users.
The Loyal Assistant Platform is not an employment service and Company is not an employer of any User in all states within the United States excluding California, Massachusetts, and New Jersey. As such, Company is not responsible for and will not be liable for any tax payments or withholding, including but not limited to unemployment insurance, social security, disability insurance or any other applicable federal or state withholdings in connection with your use of Users’ services in all states within the United States excluding California, Massachusetts, and New Jersey.
You agree to indemnify, hold harmless and defend Company from any and all claims that a Professional was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that a Professional was misclassified as an employee(including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that Company was an employer or joint employer of a Professional, any claims under any applicable employment-related laws, such as, without limitation, those relating to employment termination, employment discrimination, harassment or retaliation, as well as, without limitation, any claims for unpaid wages, withholdings, overtime pay, failure to provide meal and rest breaks, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.
DISPUTE RESOLUTION IS ARBITRATION
RESOLUTION: BINDING ARBITRATION
You (Facility or Medical Professional) and Loyal Assistant agree to resolve any dispute, controversy or claim, past, present, or future, between you and Loyal Assistant ("Dispute") through final and binding arbitration ("Arbitration Agreement"), except those Disputes excluded below. YOU UNDERSTAND THAT NEITHER YOU OR Loyal Assistant WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL, except as expressly excluded below. This Arbitration Agreement shall be governed by the Federal Arbitration Act and evidences a transaction involving commerce. The arbitration will be commenced and conducted before a single arbitrator under the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website (www.adr.org). Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If you are unable to pay such costs, Loyal Assistant will pay all arbitration fees and expenses. Each party will pay the fees for his/her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The arbitrator will make a decision in writing. Additionally, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. However, the preceding sentence shall not apply to the "Waiver of Right to Participate in Class Action" described below.
DISPUTES THAT ARE EXCLUDED
The following Disputes are excluded from this Arbitration Agreement: (1) any injunctive or other equitable relief on an individual basis in a federal or state court with respect to the actual or threatened infringement, misappropriation or violation of a party's intellectual property or proprietary rights;(2) individual claims in small claims court; or (3) any claim that an applicable federal statute expressly states cannot be arbitrated.
WAIVER OF RIGHT TO PARTICIPATE IN CLASS ACTION
You agree that any arbitration or other dispute proceedings will be limited to the Dispute between the Company and you. YOU ACKNOWLEDGE AND AGREE THAT YOU AND Loyal Assistant ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and the Company otherwise agree, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. Regardless of anything else in this Arbitration Agreement and/or the applicable AAA Rules or AAA Consumer Rules, the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator. If this specific paragraph is held unenforceable, then the entirety of “Dispute Resolution; Arbitration” shall be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
RULES FOR ARBITRATION PROCESS
A party who wishes to arbitrate a Dispute covered by this Arbitration Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the Dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The location of the arbitration proceeding shall take place in the city or county where you reside, unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator's decision/award.
You, the Facility and Loyal Assistant agree that, except as provided under “Waiver of Right to Participate in Class Action,” if any portion of this section entitled "Dispute Resolution Is Arbitration " is found illegal or unenforceable, that portion will be severed and the remainder of “Dispute Resolution Is Arbitration” will be given full force and effect.
INTELLECTUAL PROPERTY RIGHTS; RESTRICTIONS
A. Website and Content
You agree and acknowledge that the Website and Services, including without limitation all of the content on this Website, including without limitation the images, graphics, information, text, Ratings, data, links, as well as the underlying software, network and systems that support this Website and Services and other material accessible through the Website or Services (“Content”) is solely and exclusively owned by or under license to Loyal Assistant and is protected by applicable trademark, copyright, or other rights. As such, You agree that You shall not (1) create or operate any platform, site or business that is based in whole or in part on this Website or the Services, (2) copy, reproduce, modify, create derivative works, publish, distribute, transmit, publicly display or post on any other website or to any third party any Content without the prior written consent of Loyal Assistant on a case by case basis, or (3) reverse engineer, decompile, disassemble, modify, distribute, reproduce, republish or sell in any form or by any means, in whole or in part, any of the Content, (4) use a spider, web crawler or similar method to copy or extract Content. Subject to Your compliance with these Terms of Service, Loyal Assistant hereby grants to You a non-transferable, non-sublicensable, non-exclusive, revocable, and limited right to access and use the Website and its Content solely for Your internal business purposes as an Office or personal use as a Professional.
The Content may contain typographical errors, other inadvertent errors, or inaccuracies. Loyal Assistant reserves the right to make changes to document names and content, descriptions or specification, or other information, without obligation to issue any notice of such changes.
You may view, copy, download, and print Content that is available on this Website or through the Services, subject to the following conditions:
- You may only use the Content for internal informational purposes in compliance with all laws and regulations that apply to You. You may not reproduce or transmit any part of this Website or its Content in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose.
- You may not modify, alter, or prepare derivative Assignments based on the Content, or distribute copies of or publicly perform or display the Content, including without limitation by posting the Content on any network computer or distributing the Content on or in any media.
- You may not remove copyright, trademark, and other proprietary notices from the Content.
Nothing contained within this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Website or any Content displayed on this Website, except: (a) as expressly permitted by these Terms of Service; or (b) with Loyal Assistant’s prior written permission or the permission of the third party that owns the trademark or copyright of the Content displayed on this Website
B. Content Ownership and License
C. Copyright Infringement; Notice and Take Down Procedures
If You believe that any Content on this Website infringes Your copyright, You may request that such Content be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information:
- identification of the copyrighted work that You believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work;
- identification of the Content that You believe to be infringing and its location, including a description of the Content, and its Website location or other pertinent information that will help Loyal Assistant to locate such Content;
- Your name, address, telephone number, and email address;
- a statement that You have a good faith belief that the complained of use of the material is not authorized by the copyright owner, its agent, or the law;
- a statement that the information in Your claim is accurate; and
- a statement that “under penalty of perjury,” You declare that You are the lawful copyright owner or are authorized to act on the owner’s behalf.
Loyal Assistant reserves the right to terminate and/or temporarily disable the accounts of Users who repeatedly infringe the intellectual property rights, including without limitation copyrights, of others.
These Terms of Service constitute the whole agreement between, or, as appropriate, among, the Parties relating to the subject matter herein. Loyal Assistant may, at Loyal Assistant’s sole discretion, revise these Terms of Service at any time by updating this posting and providing reasonable notice to You.
NOTICE & CONTACT
Please address all legal notices and contact Support@LoyalAssistant.com.
You may not assign these Terms without Loyal Assistant’s prior written approval. Loyal Assistant may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Loyal Assistant’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall been forced to the fullest extent under law. Loyal Assistant’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Loyal Assistant in writing.