AGREEMENT BETWEEN EACH USER (INCLUDING ANY REGISTERED USER, TRIAL
2. Ownership of the Site; Restrictions on Use
All pages within the Site and materials made available for download are the property of Bluetree. The Site is protected by United States and international copyright, trademark, and patent laws. The contents of the Site, including without limitation the files, documents, text, photographs, images, audio, video, and any materials accessed through or made available for use or download through the Site (“Content”) may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized or approved by Bluetree, including the provision of services or products to Bluetree, or in connection with a business relationship with Bluetree. You may not frame, utilize framing techniques to enclose, or deep link to, any name, trademark, logo, Content, or other proprietary information (including images, text, page layout, or form) of Bluetree without Bluetree’s express written consent.
You may not use automated systems (e.g., robots, spiders, etc.) to access or “harvest” information from the Site. You agree not to collect personally identifiable information of other users of the Site or to sell or otherwise exploit that information. You agree not to use the Site in any manner that could damage, disable, overburden, or impair the Site.
3. Confidential Information
You acknowledge that the Site and Content include information that is confidential and proprietary to Bluetree (“Confidential Information”). Confidential Information includes Content or information marked as “Confidential” or with a similar label, as well as any other Content or other information that you know, or reasonably should know, is confidential or proprietary to Bluetree. If you are not sure whether Content is Confidential Information, contact an authorized Bluetree employee for clarification and do not disclose such Content to any third party until you receive such clarification. You agree to keep all such Confidential Information strictly confidential and to not disclose any such Confidential Information to any third party without the advance written consent of Bluetree. You agree to treat all Confidential Information with the same care and caution as you would treat your own Confidential Information.
4. Accuracy and Integrity of Information
Although Bluetree attempts to ensure the integrity and accurateness of the Site, it makes no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the Site and Content thereon. It is possible that the Site could include typographical errors, inaccuracies, or other errors, and that unauthorized additions, deletions, and alterations could be made to the Site by third parties. In the event that an inaccuracy arises, please inform Bluetree so that it can be corrected. Any information, Content, service, function, or feature contained on the Site may be discontinued, changed, or updated at any time with or without notice. Additionally, Bluetree shall have no responsibility or liability for information or Content posted to the Site from any third party.
5. Access to Site
6. Submissions, Uploads, and Posts to the Site
If you submit, upload, post, or transmit any information or Content to the Site (“Submissions”), you agree not to submit, upload, post, or transmit (a) anything that is defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, harmful, or otherwise violates any law or rights of any third party; (b) anything that infringes the intellectual property rights of any person or entity or the privacy or publicity rights of another; (c) a virus, Trojan horse, worm, time bomb or other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or information; (d) anything that infringes, violates, or otherwise interferes with any copyright or trademark of another party; or (e) anything that reveals any trade secret, unless you own the trade secret or have the owner’s permission to post it; (f) any screen designs or screen shots of or from Epic software; and (g) any screen shots containing personal health information (“PHI”). Bluetree and its affiliates shall have the perpetual sub-licensable right and license to use, copy, display, perform, distribute, modify, adapt, abridge, exploit, and promote Submissions in any way and in any commercial or non-commercial medium or form without charge. You are responsible for making sure all Submissions that you originate or require are properly backed up so you have ready access thereto in the event of loss, corruption, or interruption. You agree to defend, indemnify, and hold Bluetree harmless from and against all third party claims, damages, and expenses (including reasonable attorneys’ fees) against or incurred by Bluetree, its directors, officers, and employees, arising out of any Submissions you, or any third party using your account, submit, upload, post, transmit, or allow to be posted to the Site.
7. No Duty to Monitor
You agree that Bluetree is not liable for Content that is provided by others. Bluetree has no duty to screen or monitor Content that you or other users may submit, upload, post, transmit, or allow to be posted, but Bluetree does have the right to refuse to post or edit submitted Content. Bluetree reserves the right to remove any Content for any reason at any time.
8. Infringement Notices
As provided in the Digital Millennium Copyright Act (DMCA), Bluetree has designated the following individual for notification of potential copyright infringement regarding the Site:
Bluetree Network, Inc.
PO Box 1508
Madison, WI 53701
(608) 729-7355 ted@Bluetreenetwork.com
If you believe any content available through the Site infringes a copyright, please provide the following information to the person identified above (17 U.S.C. Â§ 512):
a. a physical or electronic signature of the copyright owner or authorized agent;
b. identification of the copyrighted work(s) claimed to have been infringed;
c. identification of the material that is claimed to be infringing or to be the subject of the infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
d. information regarding how Bluetree may contact you (e.g., mailing address, telephone number, e-mail address);
e. a statement that the copyright owner or its authorized agent has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
f. a statement that the information in the notification is accurate and made under penalty of perjury, and, if an agent is providing the notification, a statement that the agent is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
9. Disclaimer of Warranties
BLUETREE DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT, OR ANY SITE-RELATED SERVICE, IS PROVIDED “AS IS” ANS “AS AVAILABLE,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT,TITLE/NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. BLUETREE SPECIFICALLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OBTAINED THROUGH THE SITE. BLUETREE DOES NOT WARRANT THE ACCURACY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF THE INFORMATION OBTAINED THROUGH THE SITE.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND HYPERLINKED WEBSITES. BLUETREE DOES NOT WARRANT THAT CONTENT OR INFORMATION CONTAINED WITHIN THE SITE WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY. YOU AGREE THAT BLUETREE SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE SITE, CONTENT, OR INFORMATION CONTAINED WITHIN THE SITE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND OF THE INTERNET.
10. Limitation of Liability Regarding Use of Site
BLUETREE, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AND MEMBERS, AS WELL AS ITS AFFILIATES, VENDORS, LICENSORS, DEALERS, AND ANY THIRD PARTIES MENTIONED ON THE SITE, EXCLUDING YOU TO THE EXTENT YOU ARE NOT ACTING IN ONE OF THE AFOREMENTIONED ROLES, ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, CONTENT, OR INFORMATION CONTAINED WITHIN THE SITE, AND ANY HYPERLINKED WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE,SITE-RELATED SERVICES, AND HYPERLINKED WEBSITES IS TO STOP USING THE SITE AND THOSE SERVICES.
APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
11. Links to Other Sites
Bluetree makes no representations whatsoever about any other website that you may access through the Site. When you access a non-Bluetree website, please understand that it is independent from Bluetree, and that Bluetree has no control over the content on that website. In addition, a hyperlink to a non-Bluetree website does not mean that Bluetree endorses or accepts any responsibility for the content or the use of the linked website. It is up to you to take precautions to ensure that whatever you select for your use or download is free of viruses, worms, Trojan horses, and other destructive programming. If you decide to use or access any of the third party websites linked to the Site, you do this entirely at your own risk.
12. Age of Users
Persons under the age of eighteen (18) may not use the Site
13. Electronic Delivery Statement and Your Consent
You agree that Bluetree may provide to you notices and other information concerning Bluetree or the Site electronically, including notice to any e-mail address that you may provide.
14. International Use
Bluetree makes no representation that Content on the Site is appropriate or available for use in locations outside the United States. If you choose to access the Site from a location outside the U.S., you do so on your own initiative and you are responsible for compliance with local laws.
YOU UNDERSTAND THAT BY USING THE SITE AND/OR ANY SITE SERVICES AND/OR ACCEPTING ANY CONSULTING OPPORTUNITIES OFFERED BY BLUETREE THROUGH THE SITE, THROUGH YOUR SITE ACCOUNT OR OTHERWISE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE AND SITE SERIVCES AND YOU MAY NOT ACCEPT ANY PROJECT OPPORTUNITIES OFFERED BY BLUETREE.
Bluetree provides health care organizations (collectively “HCOs” and each an “HCO”) with a platform for soliciting consulting services (“Project Services”) from qualified Epic software consultants (“Consultants” and each a “Consultant”) who will work as employees of or subcontractors for Bluetree on projects involving Epic software for electronic health records (the “Projects” and each a “Project”). Project Services may be solicited by the HCOs through the Site or through other mechanisms of transaction and/or information exchange that are maintained, coordinated or administered by Bluetree.
By registering on the Site as a Consultant and accepting the Terms of Service, you will have the chance to accept Consulting Opportunities by agreeing to work as a consultant to perform Project Services, either as an employee of Bluetree or as a subcontractor of Bluetree, for an HCO under a Statement of Work (SOW) that will be posted on the Site or that will be otherwise made available to you by Bluetree. You understand that your acceptance of a SOW does not mean that you have been selected by Bluetree to provide Projects Services. If you accept a SOW (either through the Site or in a writing through some other mechanism) and you are notified by Bluetree that your acceptance of the SOW is confirmed and you have been selected to perform the Project Services under the SOW (which confirmation shall be either through the Site or in a writing through some other mechanism), then the terms of the SOW that you accept will, (i) if you will be an employee of Bluetree, establish the conditions of your employment relationship in connection with providing the Project Services, and (ii) if you will be a subcontractor for Bluetree, become the contract between you and Bluetree for you to act as Bluetree’s subcontractor to perform Project Services.
HCO Terms and Conditions of Use
YOU UNDERSTAND THAT BY USING THE SITE AND/OR ANY SITE SERVICES AND/OR ACCEPTING ANY RETAINER OPPORTUNITIES OFFERED BY BLUETREE THROUGH THE SITE OR THROUGH YOUR SITE ACCOUNT, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE AND SITE SERVICES AND YOU MAY NOT ACCEPT ANY RETAINER OPPORTUNITIES OFFERED BY BLUETREE.
The Site provides health care organizations (collectively “HCOs” and each an “HCO”) with a web-based platform for retaining consulting services (“Project Services”) from qualified Epic software consultants (“Consultants” and each a “Consultant”) who will work as subcontractors for Bluetree on projects involving Epic software for electronic health records (the “Projects” and each a “Project”) that the HCOs post on the Site either as “public” or “private” Projects. HCOs and Consultants who are registered and whose registration has not been terminated will be posted on the Site. All registered HCOs will have access through the Site to information about registered Consultants, and all registered Consultants on the site will have access through the Site to general information about HCOs and the public Projects for which the HCOs desire Project Services. HCOs will have the opportunity to invite Consultants to access private Project posting.
By registering on the Site as an HCO and accepting the Terms of Service, you will have the chance to retain Project Services performed by Consultants who agree to work as subcontractors for Bluetree on Projects that you post on the Site. In connection with posting a Project on the Site, you will post a detailed description of the Project Services desired and the payment that you will make for performing those services (a “Project Service Order”). By accepting a Consultant who has agreed to perform Project Services, the Terms of Service and the Project Service Order become your contract with Bluetree (a Project Contract”) for the Consultant that you accepted to perform the Project Services as Bluetree’s subcontractor.
Consultant’s Role as a Subcontractor
Any Project Services for which you and Bluetree enter into a Project Contract will be performed by the Consultant that you select as a subcontractor for Bluetree. You acknowledge and agree that Bluetree will have the direct relationship with you as the contractor for providing the Project Services required for a Project under a Project Contract, but you and Bluetree acknowledge and agree that the Project Services for the HCO will be provided by the Consultant that you have selected in that Consultant’s capacity as a subcontractor of Bluetree. Even though you are likely, during the course of Project Services being provided, to engage in direct communications with that Consultant concerning the Project, Bluetree will continue to be the independent contractor with whom you have contracted to provide the Project Services. You also understand and agree that in connection with the performance of Project Services on a Project, neither Bluetree nor the Consultant is your employee and that both are independent contractors.
Posting Information and Project Service Orders
You agree that:
1.Bluetree may create a profile or other information page on the Site based on the information that you provide to Bluetree and other publicly available information about you.
2.You will post on the Site a Project Service Order for each Project for which you want to retain a Project Services through the Site.
3.You will post on the Site, or post a link on the Site, to every ancillary or supplemental document or agreement that applies to a Project Service Order, such as, without limitation: general terms and conditions or a master services agreement that you require Bluetree and/or any subcontractor to comply with (any such ancillary or supplemental document or agreement being referred to herein as “Ancillary Terms”).
4.Any Ancillary Terms that are not posted on the Site as set forth above shall not be applicable to a Project Service Order or any Project Contract resulting from it.
5.If you and Bluetree agree to any exceptions to the application of certain provisions of any Ancillary Terms, whether those exceptions apply to Project Service Orders, generally, or to a specific Project Service Order, you will post such exceptions on the Site and such excepted provisions will not be part of a Project Service Order.
6.Bluetree will make accessible to Consultants your public Project postings and postings of Project Service Orders for public Projects, including any Ancillary Terms or exceptions related to those Project Service Orders.
7.Bluetree will make accessible only to Consultants that you invite your private Projects and postings of Project Service Orders for private Projects.
8.Bluetree may make certain portions of the Site accessible to the general public, including the disclosure that you are registered as an HCO on the Site and any publicly available information about you, but information available to the general public will not include Project postings.
Project Service Order Requirements
You agree that any Project Service Order on the Site will:
1.Establish all relevant objectives and specifications of the Project and the Project Services and the criteria for determining successful performance of the Project Services.
2.Establish the compensation for Project Services that you will pay and reimbursements for out-of-pocket expenses incurred in connection with the performance of Project Services (“Project Reimbursements”) that you will pay.
3.Incorporate by reference any Ancillary Terms applicable to the Project Service Order, and if a Project Service Order fails to incorporate Ancillary Terms, such Ancillary Terms shall not apply.
Creation of Project Contract
You and Bluetree agree that:
1.The acceptance through the Site by a Consultant of a Project Service Order and your confirmation of that acceptance creates a Project Contract between you and Bluetree for the performance by that Consultant, acting as a subcontractor of Bluetree, of the Project Services set forth in the Project Service Order.
2.The Terms of Service in effect at the time a Project Contract is created are incorporated into the Project Contract by reference and form a part of the Project Contract. In addition, the Terms of Service, generally, create a separate contract between you and Bluetree with respect to the terms and conditions of your use of the Site and Site Services.
3.You may not terminate a Project Contract unless there is a breach or default by Bluetree or the Consultant of a material term or condition of a Project Service Order or any applicable Ancillary Terms, and then you may only terminate a Project Contract if you give written notice to Bluetree of the breach or default and there has not been a remedy of the breach or default within 15 days of that notice.
4.If you terminate a Project Contract for a breach or default by Bluetree or the Consultant, you will owe Bluetree only compensation for Project Services performed, and for Project Reimbursements accrued, through the date of a termination.
5.You are not required to accept performance of the Project Services by anyone other than the Consultant that accepted your Project Service Order. However, in the event such Consultant terminates its performance prior to completion of the Project Services or Bluetree terminates the Consultant prior to its completion of the Project Services, and provided that the Project Contract is not then in breach or default for a failure in the performance of Project Services, you will post on the Site a Project Service Order for the completion of the Project Services by another Consultant and you will in good faith consider entering into a Project Contract for completion of the Project Services by any qualified Consultant who accepts such Project Service Order if the Project is public, and you will in good faith consider inviting and accepting qualified Consultants to complete the Project Services if the Project is private.
6.Any written notices to Bluetree required under any Project Contract will be given by e-mail to Bluetree’s account representative assigned to you by Bluetree and indicated on your private account registration information accessible by you on the Site, and such notices will be deemed given when received at the e-mail address of the account representative. Any written notices to you required under any Project Contract will be given by e-mail to your HCO Account Administrator designated by you and indicated by you on your private account registration information, and such notices will be deemed given when received at the e-mailaddress of the HCO Account Administrator.
7.You will be responsible for monitoring that all individuals being given access to the Site through your account have been authorized by you to have access. Bluetree will identify in your private account registration information individuals who have been given passwords to access and edit information and engage in communications through your account on the Site. Anyone who you allow access to your account on the Site will be deemed to be acting as your agent on your behalf in connection with all matters on the site, including without limitation, posting Projects, Project Service Orders, Ancillary Terms and other posted materials, communications with Consultants, and entering into Project Contracts through the acceptance of Consultants. All activities on the Site engaged in by individuals having access to your account will be binding upon you.
Payments for Project Services and Project Reimbursements
By entering into a Project Contract for Project Services to be performed by a Consultant as a subcontractor of Bluetree, you agree that:
1.You will pay all compensation for Project Services and pay all Project Reimbursements to the extent and in the manner agreed to by you in your Project Service Order:
2.You will make pay the compensation for Project Services and Project Reimbursement directly to Bluetree.
3.Unless otherwise provided for in an a Project Service Order or Ancillary Terms, compensation for Project Services and Project Reimbursements will be invoiced to you by Bluetree periodically (but not less than monthly) in such manner and at such frequency as Bluetree determines.
Bluetree’s Disclaimer of Liability
By entering into a Project Contract and accepting Project Services to be performed by a Consultant as a subcontractor of Bluetree, you and Bluetree agree that:
1.Bluetree is not liable for any loss, cost, tax, interest, penalty, expense or other damage or claim, including reasonable attorneys’ fees (“Losses”) that you may sustain arising out of the performance by a Consultant of Project Services (including but not limited to negligent performance and non-performance of Project Services and misconduct).
2.You will not seek indemnification from, or take any legal action against Bluetree, to recover any Losses that you may sustain arising out of the performance by a Consultant of Project Services (including but not limited to negligent performance andnon-performance of Project Services and misconduct).
3.The forgoing numbered paragraphs 1 and 2 supersede anything to the contrary with respect to the subject matter of those paragraphs that may be contained in any Ancillary Agreement or in any other agreement between you and Bluetree, whether the Ancillary Agreement or such other Agreement was entered into before or after the creation of a Project Contract.
4.In consideration of your agreements in numbered paragraphs 1, 2 and 3 of this Section, if requested by you, Bluetree will assign to you any rights or claims that it has against a Consultant, as Bluetree’s subcontractor, for Losses arising from the Consultant’s performance of Project Services (including but not limited to negligent performance and non-performance of Project Services and misconduct), and upon such an assignment, any claims that you have against Bluetree for Losses arising out of a Project Contract are released by you.
5.In the event that any of paragraphs numbered 1, 2, 3 or 4 of this Section are determined by a court of competent jurisdiction to be unenforceable by Bluetree and you make claims against Bluetree for Losses sustained by you arising out of a Project Contract, Bluetree will have no liability to you for indirect, consequential or punitive damages and your Losses that may be recovered against Bluetree are limited to the amounts paid by you for Project Services under the Project Contract.
6.Any insurance that a Consultant has covering the Consultant and its activities shall satisfy any insurance requirements of your Project Service Order to the same extent as if Bluetree maintained such insurance directly, provided that Consultant can deliver to you a certificate or other evidence to your satisfaction that verifies such insurance coverage.
Limitations on Liability
You agree that:
1.Any claims made by you for Losses that you incur arising from the performance (or negligent or non-performance) of Project Services will be limited to the amount paid by you for the performance of those Project Services.
2.Any claims made by you for Losses that you incur arising from the performance (or negligent or non-performance) of Project Services will not include any special, incidental, consequential or punitive damages.
Restrictions on Hiring Consultants Outside of Site
You and Bluetree each agree that:
1.During the period beginning when you are first registered on the Site as an HCO and ending six months after your registration on the Site as an HCO has terminated (the “Hiring Restriction Period”), you will not hire as an employee or retain directly as an independent contractor any Consultant who is then registered on the Site or whose registration on the Site as a Consultant terminated not less than six months prior to such hiring or retainer by you (a “Restricted Consultant”) if the Restricted Consultant ever performed Project Services for you as a subcontractor of Bluetree or if you ever exchanged communication with the Restricted Consultant through the Site.
2.If you do hire or retain a Restricted Consultant in violation of numbered paragraph 1 of this section, above, then you will pay to Bluetree as liquidated damages (the “Liquidated Damages”) 10% of (a) the total amount of the first year’s salary or projected wages that the Restricted Consultant will earn if he or she is hired as an employee or (b) the total amount of the projected compensation that you will pay the Restricted Consultant for services performed during the one-year period after retainer if the Restricted Consultant is retained by you as an independent contractor.
3.The restriction set forth in numbered paragraph 1 of this section, above, and the payment of Liquidated Damages will not apply to your hiring of a Restricted Consultant as an employee or your retainer of a Restricted Employee as an independent contractor if such Restricted Employee performed services for you, directly or as subcontractor of someone other than Bluetree, prior to any communication that you had with the Restricted Consultant through the Site or the performance by the Restricted Consultant of Project Services for one or your Projects.
4.The restriction set forth in numbered paragraph 1 of this section, above, and the payment of Liquidated Damages will not apply to any services performed for you by a Restricted Consultant if the Restricted Consultant either (a) performs the services as a subcontractor of a person or entity that is not directly or indirectly controlled by the Restricted Consultant and such person or entity is not a competitor of Bluetree or (b) performs the services directly as a contractor for you but such services were arranged by a person or entity that is not directly or indirectly controlled by the Restricted Consultant and such person or entity is not a competitor of Bluetree. A “competitor of Bluetree” means, for purposes of this paragraph, a person or entity who facilitates or engages in electronic health records consulting using a web-based platform for establishing relationships between consultants and health care organizations, but does not include facilitating or engaging in such consulting through traditional non-web-based means of establishing the consulting relationships.
5.Liquidated Damages will be paid in full by you within 30 days of your hiring or retainer of a Restricted Consultant, and will not be reduced even if you terminate the Restricted Consultant’s employment within one year of hiring or terminate your independent contractor relationship with the Restricted Consultant before the expiration of one year. However, you agree that if the salary or wages that you pay to the Restricted Consultant as your employee during the first year, or the payments for services that you make to the Restricted Consultant as an independent contractor during the first year, exceed the amounts projected on which the Liquidated Damages were based, then you will pay, within 30 days of the end of that one-year period, any additional Liquidated Damages that would result from a calculation based on of the amount of the actual payments received by the Restricted Consultant.
6.The Liquidated Damages are Bluetree’s sole remedy for Losses to Bluetree resulting from your violation of numbered paragraph 1. Such Losses would otherwise be difficult to determine and you agree that they are liquidated damages and are not a penalty.
7.You will notify Bluetree during the Hiring Restriction Period if you hire as an employee or retain as an independent contractor any person who you know or have reason to believe was ever registered as a Consultant on the Site.
8.A Restricted Consultant will, for purposes of interpreting this section, include any of the principals and owners of an entity that is a registered Consultant on the Site.
9.If a you owe Bluetree any Liquidated Damages because you retained a Restricted Consultant as an independent contractor (rather than hiring as an employee), then Bluetree will make a commercially reasonable effort to obtain from the Restricted Consultant a written affirmation that such payment made by you to Bluetree can be credited to any obligations you owe the Restricted Consultant for its services, but such commercially reasonable effort will not include the payment to a Restricted Consultant of any sum of money or the taking or any legal action against the Restricted Consultant to obtain such affirmation.
You agree that:
1.The Terms of Service are a contract between you and Bluetree that is separate and distinct from a Project Contract. Notwithstanding anything to the contrary contained in a Project Service Order or an Ancillary Agreement, any claims between you and Bluetree arising out of a Project Contract will be governed, construed, interpreted, and enforced in accordance with the laws of the State of Wisconsin without regard to conflict of laws thereof. You and Bluetree both hereby irrevocably consent and submit to the exclusive jurisdiction, with respect to matters arising out of either a Project Contract or the Terms of Service, of the circuit court for Dane County, Wisconsin, and the federal court for the Western District of Wisconsin, and waive any objection to venue in such courts.
2.The agreement between you and Bluetree arising out of the Terms of Service may be terminated at any time and for any reason (a) by your termination of your registration as an HCO on the Site or (b) by Bluetree’s termination of your registration as any HCO on the Site. Any obligations that have already arisen under the Terms of Services at the time of such a termination will survive and not terminate, and no termination of the Terms of Service will terminate a Project Contract that exists at the time of such termination.
3.You may not assign, delegate or subcontract any of your rights, duties or obligations under the Terms of Service or under a Project Contract without the prior written consent of Bluetree, except that you may assign either such agreement in connection with an acquisition by another of substantially all of your operations or in connection with a merger to which you are a party, provided the assignee assumes all of your duties and obligations under such agreement. Bluetree may not assign, delegate or subcontract any of its rights, duties or obligations under the Terms of Service or under a Project Contract without your consent, except that Bluetree may assign either such agreement in connection with an acquisition by another of substantially all of its operations or in connection with a merger to which it is a party, provided the assignee assumes all of Bluetree’s duties and obligations under the Terms of Service or Project Contract. Notwithstanding any term or provision of any Ancillary Agreement or a Project Contract that may prohibit or limit the subcontracting of services, you expressly consent, without the necessity of further action, to the performance of Project Services by Consultant as a subcontractor of Bluetree.
4.A waiver by either party of any term or condition of the Terms of Service or any Project Contract in any instance will not be deemed or construed to be a waiver of such term or condition by that party for the future or for any subsequent breach.
5.The Terms of Service and any Project Contract constitutes the entire understanding of the parties with respect to its subject matter and may not be modified or terminated except in a writing signed by both parties.
6.The federal Electronic Signatures in Global and National Commerce, 15 USC 7001, et.seq., will apply to this the Terms of Service and any Project Contract and the transactions arising under either of them.
7.The Terms of Service and any Project Contract are binding upon and for the benefit of the parties, and their respective successors, executors, heirs and permitted assigns.
Company reserves the right to modify this Policy at any time and will do so from time to time. Each modification shall be effective upon its posting to the Site. Your continued use of the Site following any such modification constitutes your acceptance of any changes to this Policy. It is therefore important that you review this Policy regularly. If you have any questions concerning this Policy please contact Company email@example.com.
2. Information Company Collects About You
When you access the Site from a computer, mobile phone, or other device, Company may collect information from that device about your browser type, location, and IP address, as well as the pages you visit.
Company may retain the details of connections or transactions you make on the Site.
Company may collect information about you from what other Users provide to Company in their Content. Some of this information may contain personal information.
3. Information You Provide to Company
While using the Site you may provide text, files, images, photos, videos, location data, or any other materials (collectively “Content”) to Company by uploading, posting, or publishing the Content on the Site. Frequently, Content you place on the Site will contain a picture of your face.
When you interact with others on the Site you may provide other information about yourself such as political or topical views, religious affiliation, or marital status. Please use care when disclosing private information to other Users of the Site.
Company may also collect information from ads you click on when using the Site. Company may also keep track of links you click on in e-mails you receive from Company. This is done to increase the relevancy of the ads you see.
Use of the Site is based on you posting Content. Some of this Content is placed in a public forum. Any information in a public forum is accessible by anyone, including people who are not members of the Site. Please keep this in mind when posting Content on the Site. You may also interact directly with other Users of the Site. Please be aware they may share information you give them with other Users you may not know. They may also share the information outside the Site without your prior approval. Company does not have control over the actions of its Users and accepts no responsibility or liability for their actions. Company does not require Users to undergo a screening process and Company makes no representations or warranties as to the truthfulness of information Users provide. Please keep this fact in mind when using the Site.
4. How Company Uses Your Personal Information
Company uses the information you are required to provide to become a member in order to insure you are over the age of thirteen (13). The Site is not meant to be used by anyone under the age of thirteen (13). Company may also use your age information to be sure you receive an age appropriate experience while using the Site. If you think someone has submitted information from someone under thirteen (13), contact Company and it will remove the information as soon as possible.
Company will use the information it collects to provide services and features to you. Company will also use the information to measure and improve the Site, and to provide you with customer support.
Company may contact you with service-related announcements from time to time. You may opt-out of all communications except essential updates. Company may include Content in the e-mails it sends to you.
Company may use information about you that Company collects from other Users to supplement information in your account. This includes activities like accepting Jobs posted on the Site, interactions between Clients and Consultants, or other related activities.
Company allows other Users to use contact information they have about you, such as your e-mail address, to find you.
Certain software applications and applets transmit data to Company. Company may not make a formal disclosure if it believes its collection of and use of the information is the obvious purpose of the Site or its related application. If it is not obvious that Company is collecting or using such information, Company will disclose its collection to you the first time you provide the information.
Company may use the information it collects to prevent potential illegal activities. Company also uses a variety of methods to detect and address anomalous activity and screen content to prevent abuse.
5. How Company Shares Your Information
Company shares your information with third parties when it believes the sharing is permitted by you, reasonably necessary to offer its services, or when legally required to do so. Company will not share your information with third parties in a way it thinks violates your privacy. The following are examples of how Company shares your information, however, this list is informative, not exhaustive.
a. When you invite a User to join the Site the invitation will contain information that will allow the User to identify you. The invitation may contain information about other Users the User might know.
b. Certain information you provide to Company will be shared by using the Site’s search function. This allows other Users to locate your profile and it allows new Users to find Users they know on the Site.
c. Company provides some public information to search engines. This information allows search engines to locate the Site. It also allows people to locate you on the Site using a major search engine. This does not mean all information you post on the Site may be accessed using a search engine.
e. Company may disclose information pursuant to subpoenas, court orders, or other requests (including criminal and civil matters) if it has a good faith belief that the response is required by law. This may include requests from jurisdictions outside of the United States if Company has a good faith belief that the response is required by law under the local laws in that jurisdiction, is applicable to users from that jurisdiction, and is consistent with generally accepted international standards.
f. Company may disclose analyzed data in the form of purchasing trends or statistical data. No personally identifiable attributes will be attached to this disclosure.
6. Business or Asset Transfer or Sale
Company may be sold, sell, or buy businesses or assets of businesses, or merge with another business. In such transactions, personal information generally is one of the transferred business assets. Also, in the event that Company, a line of business of Company, or substantially all the assets of Company are transferred, personal information may well be one of the transferred assets. Company will make a reasonable effort to provide notice on the Site and to notify you via e-mail to the most recent e-mail address that you have provided to Company of any such change in ownership or control of your personal information.
Company shall take reasonable steps to protect personal information from loss, misuse, unauthorized access, disclosure, alteration, or destruction. Company has in place appropriate physical, electronic, and managerial procedures to safeguard and secure personal information. Company cannot guarantee the security of information on or transmitted via the Internet.
8. Data Integrity
Company shall only process personal information in a way that is compatible with and relevant to the purpose for which it was collected or has been authorized. To the extent necessary for those purposes, Company shall take reasonable steps to ensure that personal information is accurate, complete, current, and reliable for its intended use.
Company will allow you access to your personal information and allow you to correct, amend, or delete inaccurate information. For access requests please contact firstname.lastname@example.org. Access will not be allowed where the burden or expense of providing access would be disproportionate to the risks to your privacy or where personal rights other than your own would be violated.
Unless stated otherwise, Company’s current Policy applies to all information that Company has about you and your account.
By using the Site, you consent to having your personal information and data transferred to and processed in the United States.