Welcome to the websites of Aya Healthcare, Inc. and its subsidiaries, including Aya Healthcare Services, Inc. (collectively “Aya”). These Website Terms of Use (the “Terms”) apply to all websites, portals or pages owned or operated by Aya, including those accessible through the domains and subdomains: https://ayaconnect.com or http://www.ayahealthcare.com (collectively, the “Aya Sites”). Please read the Terms carefully prior to accessing and using the Aya Sites.

GENERAL USES AND RESTRICTIONS

By accessing and using the Aya Sites, you agree on your behalf and on behalf of any entity or person on whose behalf you are accessing the Aya Sites (collectively, “You”) to abide by the Terms. Aya permits You to use and access the Aya Sites for lawful purposes only and only in a manner consistent with the Terms. Your agreement to the Terms is a condition of Your being granted access to and use of the Aya Sites. If You do not agree with the Terms, You may not access the Aya Sites and must exit the Aya Sites immediately. The Terms apply to all visits and use of the Aya Sites, as well as to the content, information, recommendations or services provided or transmitted on or through the Aya Sites. By using and accessing the Aya Sites, You represent that You are at least 18 years of age, have the authority to enter these Terms on Your own behalf and on behalf of the organization or entity on whose behalf You are using or accessing the Aya Sites, and all information provided by You, including, but not limited to Your identity, contact information, experience, qualifications, available positions, and facility details, is accurate and current. You shall be responsible for any violation by You, Your agents or Your employees of the Terms.

RESTRICTED SITES; REGISTERED USERS

Aya has restricted access to certain portions of the Aya Sites, including its Aya Connect portal at ayaconnect.com, and its application, profile, shift, and other sections of www.ayahealthcare.com (collectively the “Restricted Sites”), to users with legitimate Aya-related business reasons for using such Restricted Sites who have registered with Aya or to whom Aya has otherwise provided an account, user name or password (the “Registered Users”). You agree that the entirety of the Restricted Sites, including, but not limited to their design, source code, databases, content, and data or materials stored on, generated by, created using, or transmitted through them shall be considered Confidential Information, as defined below. You agree that Your use of and access to the Restricted Sites shall be limited only to the extent such access and use directly relates to or is necessary for an existing or prospective employment relationship with Aya or an existing or prospective business relationship or agreement between You and Aya (the “Permitted Uses”).

You agree any user name or password issued to You by Aya is Confidential Information, as defined below. You agree not to use another Registered User’s user name and password nor to allow any other person, other than Your employees or agents, to use the user name or password issued to You. You are solely responsible for all activity conducted using Your user name or password. You will immediately notify Aya if You become aware of any loss or theft of Your user name or password or any unauthorized use of Your user name and password. Aya is not be liable for any loss or damage arising from your failure to comply with these obligations. Aya reserves the right to delete or change a user name or password at any time and for any reason. You shall be responsible for notifying Aya if Your relationship with any employee or agent who had access to the Restricted Sites is severed so passwords may be updated or accounts disabled as appropriate in Aya’s sole discretion.

CONFIDENTIAL INFORMATION

When accessing or using the Restricted Sites, you may be able to upload, download, receive, transmit, view, create, enter, access, post, share, display, or otherwise use or access information, documents, or other material that is confidential in nature (collectively "Confidential Information"). Confidential Information includes, but is not limited to: (i) marketing, job orders, personal identifying information, and other information relating to Aya’s business, customers, agents, employees, or subcontractors or (ii) private or sensitive information relating to healthcare professionals and other workers provided by Aya, its affiliates, agents, or subcontractors, such as personnel, medical, financial, credentialing, or other compliance documentation or records. You agree to only use Confidential Information for lawful, Permitted Uses or as otherwise permitted by law. You agree to limit access to Confidential Information to only those employees or agents of Yours who reasonably require access to such information for the Permitted Uses. If You provide any Confidential Information to Your employees or agents, You shall require all such employees or agents abide by these Terms as well as any applicable laws or agreements relating such information. You shall take all necessary precautions to protect the confidential nature of the Confidential Information, including, without limitation, all precautions You use with respect to Your own confidential information.

In the event You or any of Your representatives are requested or required by any government or governmental agency or authority (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, any informal or formal investigation by any government or governmental agency or authority or otherwise) to disclose any of the Confidential Information, You will notify Aya promptly in writing so that Aya may at seek a protective order or other appropriate remedy or, in Aya’s sole discretion, waive compliance with the confidentiality terms. You agree not to oppose any action by Aya to obtain a protective order or other appropriate remedy. In the event that no protective order or other remedy is obtained or Aya waives compliance with the terms of this Agreement, You agree to furnish only that portion of the Confidential Information, which You are advised is legally required.

If You discover or are notified of a breach or potential breach of security with respect to any Confidential Information provided or made available by Aya, You shall immediately: (i) notify Aya of such breach or such potential breach as the address specified below, (ii) immediately investigate such breach or such potential breach and inform Aya of the results of such investigation, and (iii) assist Aya as reasonably necessary to enforce Aya's rights and to enable Aya to comply with any state or federal law requiring the provision of notice of any security breach with respect to the breach.

Notwithstanding any other provision of this Agreement, Confidential Information shall not include any information, data, material, document, patent or idea, which: (i) is within the public domain prior to the time of disclosure or thereafter becomes within the public domain other than as a result of disclosure by You or Your representatives in violation of this Agreement; (ii) was, on or before the date of disclosure in Your possession, as shown by You, unless it was acquired by You from a third party who was under an obligation of confidentiality Aya; (iii) is acquired by You from a third party not under an obligation of confidentiality to Aya; or (iv) was independently developed by the You without the use of Confidential Information or other breach of these Terms.

AYA’S RETENTION OF PROPRIETARY RIGHTS

Aya hereby grants You with the limited and revocable license to access and use the Aya Sites in accordance with these Terms. You expressly acknowledge and agree that Aya transfers no ownership, intellectual property interest, or title in or to the Aya Sites, the Confidential Information, or any information or data contained therein to You or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, "look and feel," and arrangement of any content contained on or available through the Aya Sites, unless otherwise indicated, are owned, controlled, or licensed by Aya. You may not copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit the Aya Sites, Aya’s name, Aya’s logo, Aya’s marks, or any other data or information provided on or through the Aya Sites in any manner or use use the Aya Sites in any manner not expressly permitted by the Terms.

The Aya Sites are Copyright © 2015, 2016 Aya Healthcare, Inc. All rights reserved. Your unauthorized use of the Aya Sites, Confidential Information, Aya logos, names, or marks, or any other information or data contained therein may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes.

COMPLIANCE WITH APPLICABLE LAWS

You agree to abide by all applicable local, state, national, and international laws and regulations with respect to Your use of the Aya Sites or any Confidential or other information obtained using the Aya Sites. The Terms are also subject to any applicable export laws, orders, restrictions, or regulations. You shall not export the Aya Sites or access or use thereto without complying with such laws, orders, restrictions, or regulations

PROHIBITED USES; YOUR TRANSMISSIONS

You may not use the Aya Sites to send, upload, share, email, post, publish, edit, modify, or otherwise transmit material or information, or use information obtained through the Aya Sites, in any manner that: (i) violates any applicable law or regulations; (ii) is false or misleading; (iii) is defamatory, offensive, obscene, harassing, or discriminatory, including on any basis protected by applicable federal, state or local law; (iv) violates or infringes on the intellectual property or privacy rights of any other person, including but not limited to rights arising from copyrights, trademarks, patents, or a person’s likeness; (v) constitutes unsolicited marketing efforts, including "junk email" "spam" or chain letters’; (vi) interferes with or disrupts the performance of the Aya Sites or servers or systems used to host or operate the Aya Sites, or of Aya, or of other users of the Aya Sites; or (vii) attempts to circumvent or misuse the user authentication or security measures of the Aya Sites.

By sending, uploading, sharing, emailing, posting, publishing, editing, modifying, or otherwise transmitting content to the Aya Sites or submitting any content to or through the Aya Sites or to Aya relating to the Aya Sites (including, documentation, feedback), you automatically grant (or warrant that the owner of such rights has expressly granted), Aya a worldwide, perpetual, royalty-free, irrevocable, nonexclusive right and license to use, reproduce, modify, adapt, publish, transmit and distribute such content on in any form, medium, or technology now known or later developed, including, but not limited to, the Aya Sites. In addition, You warrant that all so-called moral rights in the content have been waived. Aya assumes no responsibility for the deletion of or failure to store any posting, transmission, documents or information stored or submitted on the Aya Sites. Notwithstanding the foregoing, or section 14(h) below, this section is not intended to and does not supersede any applicable laws or separate written agreements between You and Aya that are signed by the CEO of Aya, to the extent such laws or agreements restrict or govern Aya’s use of confidential information provided by You to Aya as part of a business transaction.

Aya is not responsible for screening, policing, editing, or monitoring Your or another Registered User’s transmissions, submissions, and postings. Accordingly, Aya encourages its Registered Users to use reasonable discretion and caution in submitting or reviewing any transmission or posting. Moreover, Aya does not make any representation with respect to, nor does it endorse the accuracy, completeness, timeliness, or reliability of any advice, opinion, statement, or other material displayed, uploaded, or distributed by You or any other Registered User. Nevertheless, Aya reserves the right to delete or take other action with respect to transmissions or postings (or parts thereof) that Aya believes in good faith violate the Terms and/or are, or are potentially, unlawful or harmful to Aya or its products, services, and goodwill.

PRIVACY POLICY

1. Your use of the Aya Sites may be monitored, including to monitor usage levels, collect data and information, and to ensure compliance with applicable laws and agreements. Accordingly, if You access the Aya Sites you acknowledge and consent to Aya’s monitoring, collection and use practices. Please see Aya's Privacy Policy for a summary of its practices in this regard.

ALLEGED COPYRIGHT VIOLATIONS

It is the policy of Aya to take appropriate actions under the Digital Millennium Copyright Act under U.S. Copyright Law and other applicable intellectual property laws. If you become aware of transmissions or postings that violate these rules or believe your copyrighted work has been inappropriately use or made accessible through the Aya Sites, please notify Aya in writing, as provided below.

LINKS TO OTHER SITES

Aya may provide links, in its sole discretion, to other sites on the World Wide Web for your convenience in locating or accessing related information, products, and services. These sites have not necessarily been reviewed by Aya and are maintained by third parties over which Aya exercises no control. Accordingly, Aya expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party Web sites. Moreover, these links do not imply an endorsement with respect to any third party or any Web site or the products or services provided by any third party.

DISCLAIMER

THE AYA SITES AND ALL INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON OR THROUGH THE AYA SITES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. AYA MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE AYA SITES OR IN THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON THE AYA SITES AT ANY TIME AND FOR ANY REASON. YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE AYA SITES. AYA MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE AYA SITES FOR ANY PURPOSE. AYA EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY INCLUDING, BUT NOT LIMITED ANY IMPLIED WARRANTIES UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. AYA ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE AYA SITES WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DEFECT IN OR DISSATISFACTION WITH THE AYA SITES OR ANY INFORMATION THEREIN IS TO CEASE USE OF THE AYA SITES.

MOREOVER, IN NO EVENT SHALL AYA BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE USE OF OR ACESS TO THE AYA SITES OR WITH THE DELAY OR INABILITY TO USE THE AYA SITES WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF AYA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.

NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF AYA FOR ANY REASON WHATSOEVER RELATED TO YOUR USE THE USE OF OR ACESS TO THE AYA SITES AND ALL INFORMATION AND SERVICES THEREIN, OR WITH THE DELAY OR INABILITY TO USE THE AYA SITES, INFORMATION OR SERVICES THEREIN SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY/TO YOU TO/FROM AYA IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE DURING THE THREE MONTHS PRIOR TO THE ACT GIVING RISE TO THE DISPUTE

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Aya, its affiliates, officers, directors, employees, agents, licensors, clients, subcontractors, and harmless from and against any and all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to or arising from: (i) Your use of the Aya Sites, (ii) Your violation of the Terms; (iii) Your violation of any third party rights relating to or arising out of Your use of the Aya Sites, or (iv) Your violation of any law or regulation relating to or arising out of Your use or access to the Aya Site

TERM AND TERMINATION

The Terms shall take effect immediately upon Your access to or use of the Aya Sites. The Aya Sites are provided as a convenience to assist Aya in conducting its business. Aya may terminate the Terms at any time. Aya also reserves the right to modify, change, or disable the Aya Sites, Your access to the Aya Sites or the terms and conditions relating to such use and access, including the Terms and Privacy Policy, at any time and with or without notice to the fullest extent permitted by law. Aya shall not be liable for damages in connection with such terminations, disabling, modifications, or changes

You may terminate the Terms at any time by ceasing to use the Aya Sites, and if You are a Registered User, by notifying Aya of your desire to terminate Your account. All applicable provisions of the Terms as they related to Your pre-termination use will survive the termination. Upon termination, You must destroy all copies of Confidential Information in your possession, custody or control, except that You may be permitted to obtain a copy of certain Confidential Information to the extent permitted in writing by Aya or where You are legally required to retain such records.

NOTICES

All notices, requests, demands or other communications to Aya required under this Agreement shall be made in writing and shall be deemed to have been duly given on the second day after mailing if mailed to the address below by certified mail, postage prepaid or via overnight carrier with delivery confirmation, and properly addressed to:


Aya Healthcare, Inc


Attn: Legal Department


5930 Cornerstone Court West, Suite 300


San Diego, CA 92121

Aya may provide notice to You by posting on the Aya Sites or otherwise contacting You at any last known email or mailing address.

MISCELLANEOUS

  1. The Terms and any claims arising out of or relating to the Terms or Your use of the Aya Sites shall be construed in accordance with and subject to the laws of the State of California, without reference to its conflict of law principles. You hereby consent to the exclusive personal jurisdiction in any state or federal court or arbitral forum located in San Diego, California. If any provision of this Agreement is held to be invalid, void or unenforceable, all other provisions shall remain valid and be enforced and construed as if such invalid provision were never a part of this Agreement. The parties hereto agree that this Agreement will be governed by and construed in accordance with the laws of the State of California without reference to its choice of law rules and as if wholly performed within the State of California. Unless otherwise provided herein, any dispute, controversy or claim arising out of or relating to this Agreement shall be submitted to binding arbitration before the office of Judicial Arbitration and Mediation Services ("JAMS") located in San Diego, California, as the exclusive remedy.
  2. You acknowledge that any breach, threatened or actual, of the Terms will cause irreparable injury to Aya, such injury would not be quantifiable in monetary damages, and Aya would not have an adequate remedy at law. You therefore agree that Aya shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of the Terms. Accordingly, You hereby waive any requirement that Aya post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Aya to enforce any provision of the Terms.
  3. You may not assign Your rights or obligations to any other person or entity without Aya's prior written consent.
  4. No waiver, delay or failure by Aya with respect to any right or provision under the Terms shall be deemed a waiver of any other provision, or constitute a continuing waiver.
  5. If any provision (or part thereof) contained in the Terms is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language.
  6. No joint venture, partnership, employment, or agency relationship exists between you and Aya as result of the Terms or your utilization of the Aya Sites.
  7. The heading the Terms are for convenience of reference only and are not to be considered in construing this Agreement.
  8. The Terms represent the entire agreement between You and Aya with respect to use of the Aya Sites, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Aya that govern Your use of or access to the Aya Sites. No amendments to this Agreement may be made except by a written agreement signed by both the parties. However, in the event You are or were an employee of Aya, the terms of any employment policies or written agreements signed with the requisite authority from Aya’s CEO relating to Your employment with Aya (including any arbitration agreements) shall control to the extent deemed inconsistent with the Terms.