TERMS OF SERVICE AGREEMENT & PRIVACY POLICY

Last updated July 17, 2019

  1. AGREEMENT TO TERMS

1.1       These Terms of Service Agreement and Privacy Policy constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Surgical Specialties, Inc. doing business as All Surgical Solutions (“All Surgical Solutions”, “All Surgical”, “we”, “us”, or “our”), concerning your access to and use of the www.allsurgical.net website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Platform”, the “Website”, or the “Site”). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of service. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

1.2       These Terms of Service Agreement and Privacy Policy between All Surgical Solutions offer “Our Properties,” by accessing our Website, Web App, Online Platform, Services, and Our Content. All Surgical Solutions is an online platform for Healthcare Professionals to provide Professional Services for short-term or Per Diem Job Assignments (the “Healthcare Professional Services” or “Healthcare Services”) and Healthcare Facilities that have a need to recruit Healthcare Professionals to execute the proposed services. “User,” “Users,” “You,” or “Your” refer to all persons who access or use the Website Platform, including but not limited to Healthcare Professionals, Recruiters and Healthcare Facilities. “Healthcare Professional,” “Healthcare Professionals,” or “Technicians” refer to those Surgical Technicians, Sterile Processing Technicians, and other Healthcare Professionals who have created User profiles with All Surgical Solutions through the Website, Web App, and Online Platform to provide Healthcare Services at Healthcare Facilities. “Healthcare Facility,” “Healthcare Facilities,” “Recruiter,” “Recruiters,” or “Clients” refer to those Healthcare Facilities that have created User profiles with All Surgical Solutions via the Website to involve Healthcare Professionals on their behalf.

1.3       Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of service at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of service, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of service to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of service by your continued use of the Site after the date such revised Terms of service are posted.

1.4       The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

1.5       The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

  1. INTELLECTUAL PROPERTY RIGHTS

2.1       Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of service, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

2.2       You verify you have the power to enter personally or on behalf of the business (e.g. Healthcare Facility) into the Terms of Service Agreement and Privacy Policy and that you are named as the User, and to bind that company to the Terms of Service Agreement and Privacy Policy. We reserve the right to terminate, modify, suspend or discontinue any part of the Website, including but not limited to, in our sole discretion and without notice to you: information, data, text, music, sound, photographs, graphics, video, messages or other materials (“Content”), features and/or hours of availability, and we will not be liable to you or to any third party for doing so. We may also, without notice, enforce guidelines for and limit the use of the Website or limit your access to portion or the entire Website.

2.3       We have the right at any moment, at our sole discretion, to alter these Terms and Conditions and/or constraints. The Website, including all of its contents, such as text, images and the HTML used to generate the pages (“Materials” and or “Content”), is considered our “Properties” or that of our suppliers or licensors and are protected by patent, trademark and/or copyright under United States and/or foreign laws. Without the specific written permission of All Surgical Solutions, you may not use, download, upload, duplicate, publish, exhibit, execute, replicate, print, alter, edit, add to, license, post, transmit or allocate any Content from the Website in whole or in part for any public or commercial purpose. If you make use of the Website, other that as provided herein, in doing so you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. We do not grant any license or other authorization to any User of our trademarks, registered trademarks, service marks, copyrightable material or intellectual property by including them on the Website. We have the right to change these rules and/or limitations at any time, in our sole discretion.

2.4       Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

  1. DISCLAIMER OF WARRANTIES & USE OF WEBSITE PLATFORM

3.1       THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND 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 SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

3.2       All Surgical Solutions is an ONLINE PLATFORM that offers Users access to our properties to connect on our Website. Every individual User accessing the Website Platform has the sole responsibility in exercising due diligence when interacting and selecting another User and assuring they are complying with all applicable laws. No written or oral information will be expressed as a guarantee or warranty through means of information, results or advice received through the Website or Platform. If a user becomes discontented with use and functions of the Website and or Platform, the termination of use of the Website and or Platform will be the sole resolve.

3.3       You agree and acknowledge to the fact that you are exclusively accountable to your own personal interactions, or transactions with other Users on our Website and properties. YOU AGREE AND ACKNOWLEDGE THAT ALL SURGICAL SOLUTIONS HAS THE RIGHT (Given that All Surgical Solutions cannot be held accountable for any damages what so ever resulting in interventions of such behaviors) BUT IS NOT OBLIGATED OR LIABLE FOR REGULATING OR MONITOR YOUR INTERACTIONS AND ENCOUNTERS AND OR TRANSACTIONS AND EXCHANGES WITH OTHER USERS WHILE USING OUR WEBSITE PLATFORM INCLUDING: Taking action in finding a remedy to the conflict and monitoring such conflict.

3.4       All Surgical Solutions does not warrant, guarantee or otherwise endorse any services or products provided or offered by on or on the behalf of third parties on or through the Website or Platform. All Surgical Solutions is in no way party to, and is not in relation with negotiations and or transactions between third parties and users.

3.5       Through our ONLINE PLATFORM, independent third party service contractors of medical services (e.g. Surgical Technicians, Sterile Processing Technicians, and other Medical Technicians, Healthcare Professionals and Providers) have access to our online website Platform and properties to fill short-term or Per Diem Staffing Assignments, Job Postings and or Job Proposals. Via our online platform, inclined third party service contractors (“Healthcare Professionals”) can consociate with Users that are third parties that seek to propose contract Per Diem opportunities and or Short-Term Jobs and Assignments to such Healthcare Professionals (“Healthcare Facilities”). In seeking a Healthcare Professional, Every Healthcare Facility or Healthcare Facilities can request a Healthcare Professional on our platform, website or properties and those Proposals will be referred to as a “Job”, “Assignment”, “Proposal, “Posting”, “Job Posting”, “Job Proposal” and or “Job Assignment” hereinafter. For each Job Assignment proposed by the Healthcare Facility or Healthcare Facilities, the Healthcare Professional who accepted the Job Assignment from the platform or website shall execute the Job.

  1. ONLY A PLATFORM FOR USERS

4.1       Our online Platform is intended to ONLY be a means of communicating, contracting, as well as a means of exchanging money between users (Healthcare Facilities and Healthcare Professionals). You accept and acknowledge that All Surgical Solutions is not a party to such contracts and or agreements and further accepts that All Surgical Solutions shall not be responsible for all User contracts and or agreements, with the exception of the stated duty to handle the payment process in accordance with the agreement. You recognize and agree that by submitting or receiving a job Proposal, you join into an arrangement straight with another User.

All Surgical Solutions does not and is not:

  1. Responsible for the provision, acquisition or submission of professional services.
  2. Provide materials, professionaltraining, equipment, or supervision.
  3. Participate in user interactions and agreements.
  4. Have or assume liability for any professional service(s) provided by the Healthcare Professional(s) to or for Healthcare Facility or Healthcare Facilities and its Users.
  5. Have command over the integrity, liability, or actions of any Users.
  6. Have command in regards to the methods, timing, quality, means, legality or failure to provide professional services or any aspect of any user feedback, rating, and review of such service performed and provided.
  1. CLASSIFICATION OF HEALTHCARE PROFESSIONALS

5.1       All Surgical Solutions users acknowledge and agree to hold All Surgical Solutions indemnified, harmless and defended against any and every claim in connection to a Proposal made, not restricted to: allegations of misclassification of a Healthcare Professional as an independent contractor, any obligations resulting from a decision on a Healthcare Professional being misclassified by a Court, Arbitrator, State Agency or any other legislative body (Along with but not restricted to attorney’s fees, taxes, penalties, interest, and charges).

5.2       Any argue that All Surgical Solutions has been the Healthcare Professional’s employer or a professional joint employer, and argues under employment labor legislation such as dismissal of jobs, prejudice in the labor market, abuse or assault, or demands for overtime salaries, sick pay, holidays or vacation pay, pension compensation, pension advantages for employees, unemployment compensation, or any other benefits pertaining to an individual being classified as an employee. Healthcare Professionals and Healthcare Facilities agree conflicts shall be settled entirely between themselves (Healthcare Professional and Healthcare Facility).

5.3       The terms of service agreement does not establish a connection of collaboration or registry between the Healthcare Facility or Healthcare Facilities, Healthcare Professional(s), and All Surgical Solutions. It is the responsibility of the Healthcare Facilities or the Healthcare Facility to make their own decision about the Healthcare Professionals they engage in for proposed professional services. Although Healthcare professionals must undergo appropriate credentialing, background checks, phone interviews and other screening processes to build a User Profile, All Surgical Solutions will not make representations and disclaim all related liability associated when Healthcare Facilities contract Healthcare Professionals for a Job Proposal or Job Assignment including :

  1. The suitability, reliability and timeliness of the Healthcare Professional’s professional service provided.
  2. The credentials, background, fitness and reliability of each Healthcare Professional. Healthcare Facilities assume the sole responsibility to appropriately classify Healthcare Professionals as independent contractors or employees on the grounds of applicable legal guidelines.
  3. All Surgical Solutions do not oversee, guide or regulate the Healthcare Professionals Service in any way whatsoever.
  4. All Surgical Solutions shall not determine the working hours and place where the Professional Services are to be performed, nor shall All Surgical Solutions determine the sort or form of compensation to be received for any Job Proposal resulting in a Professional Service.
  5. All Surgical Solutions will not provide instruction for professionals or any facilities, instruments, labor or materials necessary for a specific Proposal.
  6. Will not provide instruction for professionals or any necessary hardware, instruments, workforce, supplies, training needed to satisfy a job Proposal.
  7. Users shall be exclusively liable for all tax returns and payments to be submitted to or provided to any federal, state or local tax authorities in any state with regard to the results of professional services by the Healthcare Professional(s).All Surgical Solutions will not deduct any sum as it does in the scenario of an employee for withholding, unemployment, social security or other taxes.
  8. A Healthcare Professional categorized as an independent contractor shall be free to make and accept Professional proposals to perform Professional Services at any Healthcare Facility that engages the Healthcare Professional.
  1. JOB ASSIGNMENTS & PROPOSALS

6.1       Submitted Job Proposals will be for (1) one Healthcare Professional at a time per Job Assignment (i.e. two Proposals (2) two Healthcare Professionals, two (2) separate Job Proposals must be submitted). Each Job Proposal must outline the details of the Job and or type of Surgical Service(s) expected (e.g. Surgical Technician needed for Plastic Surgery Cases), including, a description of the needed service(s), the desired Skill set for the particular surgical service(s), the desired experience required for the particular service(s), the start and end time of the Job Assignment, the location where the Professional Services will occur, and other information that may be necessary to complete the Job Proposal. Each Proposal that a Healthcare Professional has accepted and has fully performed to the satisfaction of the Healthcare Facility is hereinafter referred to as a “Closed Assignment.” Each Job Assignment Proposal for a Healthcare Professional that occurs on a revolving or regular basis (e.g. every day or certain pre-determined days) is hereinafter referred to as a “Revolving Proposal.”

  1. USER REPRESENTATIONS

7.1       By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of service; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation.

7.2       If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

  1. USER REGISTRATION

8.1       You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

8.2       You must be an Approved User with a valid Approved User Profile on our Website to enter and use our Services (“User”, “Profile”, “User Profile”, “Approved Profile” and “Approved User”). Unapproved Users and or Unapproved Profiles (i.e. Guests) may not be permitted to obtained entry to use our Website except if use is in accordance with the Terms of the Service Agreement. You acknowledge and agree that Our Website, Platform, and Properties are developing to become more efficient and User friendly. Subsequently, you recognize we can improve and or update our Website and Platform with or without disclosure. These developments in our Website may result in the need to update third-party software occasionally to use our Website, Platform, or Properties. You recognize and acknowledge that our Services may differ from device to device in choice and accessibility, resulting from technically limitations.

  1. BUILDING USER PROFILE (TECHNICIAN)

9.1       A User who is a Healthcare Professional may create a User Profile by visiting https://allsurgical.net/create-technician/ .There; you must enter the information requested, such as your first and last name, email address, and create a password. You will be asked to agree with the Terms of Service Agreement and once you enter the requested information and click the “Submit” button, you will then be directed to our platform application, where you must enter more information about your qualifications, experience, and credentials.

9.2       You will be asked to fill in the “My Skills” portion of the application as well as “Rate Your Skills on a Scale of 0 – 5 Scalpels” based off your experience and expertise. “Skills” will be used from herein to reference a Healthcare Professionals (Independent Contractor) skill set, expertise, and experience that are provided on the Healthcare Professionals User Profile; in addition the “Rate Your Skills on a Scale of 0 – 5 Scalpels” will be referred to as the “Scalpel System” or “Scalpel Rating” from herein, the rating of each Healthcare Professionals individual Skills and the system used to gauge such skills (Example: Plastics, Ortho, etc.). These fields are required to be filled in with accurate and true information; this process is pertinent to becoming an “Approved User” on the All Surgical Solutions Platform.

9.3       The “Skills” and “Scalpel Rating” on your User Profile in addition to your experience and expertise can be utilized in negotiating your Healthcare Professional Fee for a Job Proposal or Job Assignment between yourself and Healthcare Facilities. In addition to completing the “My Skills” and “Scalpel System” portion of the application, you will need to attach the necessary credentials and documentation including but not limited to: current Professional Resume, Professional Diploma, National Certification or Licensing, BLS Card, current TB test and or chest X-Ray, background screening information, and or other pertinent documents and licensing required by Healthcare Facilities to perform Professional Services on behalf of the Healthcare Facility. Healthcare Professionals with less than one (1) year relevant experience are required to have the National Certification credential as a Surgical Technologist (CST) in order to be granted access to the Platform. After all the needed information is filled out on the application click the “Save Profile” button on the bottom right of the page. Confirmation email will be sent and you will be notified that your User Profile is under review, and pending a phone appointment to active your User Profile.

  1. PHONE APPOINTMENT & ACTIVATING USER PROFILE (TECHNICIAN)

10.1     Upon entering the data required and accepting the Terms of Service Agreement, a phone call will be made to the phone number provided on your application to perform an appointment screening needed to approve your access and use of your User Profile on our Website. The Phone appointment screening is also in place to verify the authenticity of your “Skills” and “Scalpel Rating” stated on your profile. All Surgical Solutions reserves the right to edit (add or subtract) your “Skills” or “Scalpel Rating” based off the results from the phone screening appointment, resume, job history, and any other information provided on your profile. Upon completion of the phone appointment, the All Surgical Solutions staff will review your User Profile and qualifications to make a decision to grant your User Profile Access to our Website.

10.2     After the review period and successfully completing the phone appointment, and if your User Profile meets the criteria, your User Profile will be granted access to the All Surgical Solutions Website. Once your User Profile is activated you will receive an email confirming your profile has been approved and activated on the All Surgical Solutions Website. After your Phone Screening Appointment, the “My Skills” and “Scalpel Rating” portion of your User Profile cannot be modified unless you send an inquiry to info@allsurgical.net to review the changes. Appropriate updates will be made annually to your current “Scalpel Rating” portion of your User Profile and if you gain additional job experience update your User Profile with an up-to-date professional resume to be reviewed and appropriate modifications can be made to your profile.

  1. VALIDATING HEALTHCARE PROFESSIONAL

11.1     Third party partners are utilized in validating Healthcare Professional’s credentials and background. Credentials and background information such as, criminal history, drug screenings, professional licensing and certifications are validated and screened. Although some of the information may be made and acquired publicly by such organizations, Third party partners or government entities are also utilized in performing verification on Professional’s license and or certification.

  1. BUILDING COMPENSATION PROFILE (TECHNICIAN)

12.1     Once your User Profile has been prescreened and successfully activated and granted access to the All Surgical Solutions Website, you will receive a confirmation email notifying you. In this confirmation email, you will also be provided a link to Stripe (allsurgical.net/app/v2/payment/init.php) to create a profile with Stripe, in order to receive payment for the Professional Services you may perform. Stripe is a Third party vendor used to store bank information and initiate transactions for “Closed Job Assignments” for Professional Services performed (Refer to Healthcare Professional Compensation Process). Stripe is a separate third party entity and is in no way associated in a joint venture with All Surgical Solutions.

  1. NOTIFICATIONS (TECHNICIAN)

13.1     Upon Successful completion and activation of your User Profile you will be eligible to receive e-mail notifications, sent to the email provided on your User Profile, of available Job Postings or Job Proposals from Healthcare Facilities that you are qualified for based off Healthcare Facility requirements to accept the Job Proposal. Qualifications to accept Job Proposals are based off your User Profile ratings of your “My Skills” and “Scalpel Rating”. As well as obtaining electronic messages from us (Emails, Text messages or Phone calls) you agree to accept text, emails and phone calls from us on the contact number supplied to us when you built a User Profile. To provide and improve the efficiency of our Website Platform (the information from your profile may be used as described on the Privacy Policy of this Agreement) (Example), we will utilize email, text-message and or a phone call, to notify you of your approved Job Postings and Job Proposal(s) deadline, times and place or of the latest Job Assignment(s) which you might be qualified to accept. You will be able to login into the All Surgical Solutions Website and go to the “Hub” section of the Website to view the details of Job Assignments you reserved and or Job Postings you can accept. You are exclusively liable for all expenses involved in obtaining SMS (Text Messages) from us, along with all other service fees applicable to the receipt of SMS and other methods of communication.

  1. COMPENSATION PROCESS (TECHNICIAN)

14.1     After Healthcare Professionals create a User Profile on the All Surgical Solutions Website and successfully completed the process (Phone Appointment) to have a User Profile activated, Healthcare Professionals will be directed via email containing a link to Stripe to create a profile on the Stripe website to be used in collecting compensation for Professional Services that were performed by the Healthcare Professional (Independent Contractor). After creating an account with stripe, (Stripe account link for Healthcare Professionals allsurgical.net/app/v2/payment/init.php) Healthcare Professionals will have access to a Stripe dashboard that is linked to All Surgical Solutions to receive compensation for Professional Services performed on behalf of Healthcare Facilities.

14.2     After every “Closed Assignment” has been paid by the Healthcare Facility, the Healthcare Professional will receive an email notifying them that compensation is available to collect via the Stripe dashboard. Although Healthcare Facilities are promptly advised to pay for compensation once a Job Posting is deemed to be a “Closed Assignment”, please allow payment to process and clear within three (3) to ten (10) business days. Duration for compensation may vary depending on both Healthcare Professional and Healthcare Facilities financial institutions. Once the payment for compensation has cleared from the Healthcare Facility that posted the job, Healthcare Professionals can collect payment for compensation on the Stripe dashboard (link to stripe dash board to collect compensation allsurgical.net/app/v2/payment/init.php). The information regarding the Healthcare Professionals Bank account, debit card, or other sensitive financial related information required in the process of collecting compensation for Professional Services is saved by Stripe and such bank information is not saved on the All Surgical Solutions Servers or Website. You agree to be governed by the stripe US services agreement which is provided at https://stripe.com/legal by collecting compensation via our Website in addition agree to the All Surgical Solutions Terms of Service Agreement.

                                   

  1. HEALTHCARE PROFESSIONAL ADDITIONAL TERMS & CONDITIONS

15.1     You agree and acknowledge that you will not fail to perform any Proposals you accepted and under any conditions, disrupt or conflict with the operation of our platform in its entirety including contacting other user in regards to inquiries, input, reviews, and user content. You Agree not to access our properties and or use of our Website Platform for and or: To propose any other services other than professional services via our Website Platform; Misrepresent in any manner your identity or ability.

15.2     You agree and accept that we cannot, and do not, ensure that your Professional Services will be demanded and or sought by or engage by a Healthcare Facility to perform Professional Services, or that The Healthcare Facility will not cancel the Proposal if submitted. You recognize and accept that you are not an All Surgical Solutions officer, employee or representative and are not permitted on behalf of All Surgical Solutions to create any representation or contract and that we do not and cannot compensate you for any costs, fees, and or expenses you incur as a consequence of your performance of Professional Services or the use of Website Platform and or Our Properties. You accept and understand that this is not an offer of employment in any form including but not limited to and as: a job (full-time or part-time), a consultant, a contractor, a partnership, collaboration, or a joint venture in any way what so ever between you and us. All Surgical Solutions is not an employment service, employment registry, recruitment agency or an employment organization and does not provide you with employment. You accept and recognize that you do not have obligation and right to any of the advantages and benefits offered to the All Surgical Solutions Staff including employee: insurance, profit sharing or pension advantages – or to engage, either in future or retrospectively with the benefits provided for All Surgical Solution employees (and waive privileges and rights to receive such advantages benefits).

15.3     You acknowledge and agree that for any Proposal you have accepted to the satisfaction of the Medical Facility that submitted the Proposal, you will use your best efforts to execute the Professional Services.  You further agree that you are adequately licensed and have the expertise, Skills, experience, and capacity to fulfill every Job Proposal you accept. The performance of the professional services proposed by using our Website Platform is solely the obligation of the Healthcare Professional providing the proposed service. Healthcare Professionals recognize that they may be subjected, through the performance of the service, to possibly and not in limit to: exposure to dangerous hazardous materials, bio-hazards materials, and that the use of professional services and as such experts (Healthcare Professionals) is their own hazard and risk.

15.4     You recognized that you are an independent contractor, not an employee of All Surgical Solutions. You recognize and accept that you are not protected by any insurance that may be supplied to the All Surgical Solution’s staff, including, without restriction, vehicle insurance, general liability insurance, malpractice insurance, health insurance, occupational accident insurance and or workers compensation insurance. As an independent contractor, you understand and agree that you will be solely liable for the requirement of acquiring and maintaining occupational accident insurance or workers compensation insurance, and or malpractice insurance. All Surgical Solutions does not offer coverage or reimbursement for acquiring such insurance coverage. In particular, you recognize and agree that you will not be covered by any workers benefit insurance coverage that we may provide to All Surgical Solution’s staff in the event that you are hurt while working on and or in the course of performing a Professional Service for a Job Proposal through engagement of the All Surgical Solutions Platform. You acknowledge and accept that All Surgical Solutions shall not cover any overall liability and or vehicle insurance coverage that we may offer the All Surgical Solution’s staff. All Surgical Solutions will not undertake action to protect, indemnify and or compensate you in such situations and specifically denies and rejects such liability for injuries occurring to a third party while you are in the course of performing the Professional Service.

  1. BUILDING USER PROFILE & ACCOUNT (FACILITY)

16.1     A User who is a Healthcare Facility may create a User Profile by visiting https://allsurgical.net/create-facility/ .There; you must enter the information requested, such as your first and last name, email address, and create a password. You will be asked to agree with the Terms of Service Agreement and once you enter the requested information and click the “Submit” button, you will then be directed to our platform. On the platform you will need to complete your “My Profile” section on the Website and fill in with accurate and true information about yourself and the Healthcare Facility you represent with your facility information such as but not limited to: Facility Location, Facility Name, Representative Name, Facility Description, Valid Phone Number, and Email; this process is pertinent to becoming an “Approved User” on the All Surgical Solutions Platform. After all the needed information is filled out on the application click the “Save Profile” button on the bottom right of the page. Once your User Profile has been created All Surgical Solutions will be notified of your User Profile Inquiry and will send you an email confirmation informing you that your User Profile is under review.

  1. VALIDATION & ACTIVATING USER PROFILE (Facility)

17.1     Healthcare Facility must agree to the terms of how Compensation is handled (Refer to the “Healthcare Facility Compensation Terms” for details) to have Healthcare Facility User Profiles successfully activated and have the ability to Post Job Assignments and or Job Proposals. The confirmation email will contain information outlining how payments for Professional Services will be compensated, stating that ALL PAYMENTS for using the All Surgical Solutions Website and Platform will be made through a third party vendor (Stripe). Also within this email you will receive a breakdown of the “Scalpel System” and fees in relation to the level of “Skill” you require for a Job Posting (Refer to “Scalpel System Breakdown”). You acknowledge that you as a Healthcare Facility or Healthcare Facility Representative and as a Profile User will have a valid Credit or Debit Card to pay and provide the agreed compensation for Professional Services. Stripe is a Third party vendor used to store bank information and initiate transactions for Closed Job Assignments for Professional Services performed. Facilities may also elect to create a User profile with stripe directly to streamline the compensation process, by going to the stripe website and creating a profile with stripe.

17.2     Unless otherwise negotiated with All Surgical Solutions and a Healthcare Facility Representative, Payments will be made with a valid Credit or Debit card through Stripe. Stripe is a separate third party entity and is in no way associated in a joint venture with All Surgical Solutions. You agree to be governed by the stripe US services agreement which is provided at https://stripe.com/legal by charging or collecting payments via our Website in addition agree to the All Surgical Solutions Terms of Service Agreement. After a Healthcare Facility has agreed to the above terms, and an All Surgical Solutions representative has contacted The Healthcare Facility to verify the understanding of such terms, either by a telephone call or an email, the Healthcare Facility will then have an activated User Profile and may begin to propose Job Postings for Professional Services in accordance to the proposed conditions set by this Terms off Service Agreement.

  1. CREATING NEW JOB POSTING (FACILITY)

18.1     Once a Healthcare Facility has an active User Profile on the All Surgical Solutions Platform, they will have the ability to login and create a “New Job Posting” (New Job button located on the top right of the Website when logged into a Healthcare Professional User Profile) or Job Proposals and have Healthcare Professionals accept Proposed Jobs on behalf of the Healthcare Facility. Healthcare Facilities have the flexibility of setting the requirements and pay rate for a Job Proposal based off but not limited to: Healthcare Professionals qualifications, experience, surgical specialty expertise, and Healthcare Professionals individual “Skills” (Based off individual Healthcare Professionals “Skills” provided on Healthcare Professionals User Profile). The “Skills” required for a Job Proposal set by a Healthcare Facility is used to filter Healthcare Professionals to aid Healthcare Facilities in choosing a qualified Healthcare Professional based off experience, expertise, and pay rate; which is pre-determined by the Healthcare Facilities Job Proposal. The “Skill System” used will be known as the “Scalpel System”, where Healthcare Professionals rate their individual experience or “Skills” on a scale of 0-5 scalpels based off the Healthcare Professionals experience across all applicable surgical specialties on their User Profile (example: Plastics, Ortho, General, etc.). “Skills” will be used from herein to reference a Healthcare Professionals (Independent Contractor) skill set, expertise, and experience that are provided on the Healthcare Professionals User Profile; in addition the “Rate Your Skills on a Scale of 0 – 5 Scalpels” will be referred to as the “Scalpel System” or “Scalpel Rating” from herein, the rating of each Healthcare Professionals individual Skills and the system used to gauge such skills (Example: Plastics, Ortho, etc.).

18.2     Job Postings created by the Healthcare Facility, will only be visible to Healthcare Professionals that possess the qualified “Skills” needed to fill the Job Proposal, based off the requirements and “Skills” set by the Healthcare Facility (Example: Healthcare Facility has a Job Proposal posted for a Professional Service need in Podiatry Surgery. Healthcare Facility sets pay rate at recommended pay rate of $30.00 per hour and a “Scalpel Rating” or “Skill” of three (3), in Podiatry Surgery. The Job Proposal will only be visible to Healthcare Professionals that have a “Skill Rating” of at least three (3) in the “Skill” of Podiatry Surgery on the Healthcare Professionals User Profile. Any Healthcare Professional with a lesser “Skill Rating” for that proposed “Skill” will not have access to accept the Job Proposal

  1. JOB POSTINGS & PROFESSIONAL SERVICES PERFORMED

19.1     Upon creating a Job Posting or Job Proposal for a Professional Service, Healthcare Facilities will then receive email notifications from qualified Healthcare Professionals to perform the Professional Service on behalf of the Healthcare Facility. Healthcare Professionals and Healthcare Facilities can negotiate a higher or lower pay rate based off the individual Healthcare Professionals “Skills”, “Skills Rating” and or other qualifications. Furthermore, when a pay rate has been agreed upon between the Healthcare Professional and the Healthcare Facility, a confirmation email will be sent to both parties confirming the Job Proposal has been accepted and approved. Healthcare Facilities can edit and modify an existing Job Posting, but cannot change the agreed pay rate once both parties accept the rate. After completion of Professional Service by the Healthcare Professional, the Healthcare Professional shall submit the hours for the performed Professional service via the All Surgical Solutions Platform, an email will be sent to the Healthcare Facility to confirm the accuracy of the Healthcare Professionals hours. After the Healthcare Facility confirms the Healthcare Professionals hours both parties will receive an email informing them the Job Assignment is now a “Closed Assignment”. Healthcare Facility will be prompted to pay compensation for the Professional Service and the Healthcare Professional will be updated via email once the payment has been satisfied.

 

  1. SCALPEL SYSTEM BREAKDOWN

20.1     Below is a breakdown of the “Scalpel System” and is used as a guideline for recommended pay rate for a Job Proposal or Posting based off a Healthcare Professionals “Skills” (Healthcare Professionals Skills rating of 0-5 each surgical specialty) and the recommended pay for such professional Services. Healthcare Professionals and Healthcare Facilities have the sole discretion in negotiating a pay rate for a Job Postings, the below breakdown is not a requirement.

Break Down of Scalpel System         Healthcare Professional                   Experience Recommended Healthcare Professional Fee or Pay Rate
          1 Scalpel       Less than 6 moths experience                          $18.00+
          2 Scalpel       6 months – 1 year experience                          $22.00+/-
          3 Scalpel      1-2 years experience                          $30.00+/-
          4 Scalpel      2-3 years experience                          $35.00+/-
          5 Scalpel       3+ years experience                          $38.00+

20.2     By utilizing the “Scalpel System” Healthcare Facilities and Healthcare Professionals can negotiate a Pay Rate for a Professional Service (“Healthcare Professional Fee”) based off “Skills” and requirements of a Job Posting or Proposal. The above breakdown does not include the “All Surgical Solutions Fee” Healthcare Facilities will receive a breakdown of the “All Surgical Fee” in relation to the “Skills” of a job posting upon successfully creating a User Profile.

  1. THIRD-PARTY WEBSITES & CONTENT

21.1     The Site may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us.

21.2     If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of service no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

  1. THIRD PARTY COMPENSATION PROCESSOR

22.1     All Surgical Solutions has Stripe Inc. (“Stripe”) integrated as a third-party payment processing provider for Independent Contractors, including charges for processing fees. If appropriate, Stripe shall file with the Internal Revenue Service the amount payable by submitting Form 1099-MISC as required by legislation. For further data on how we use your private data and exchange it with our third party compensation system, please refer to our Privacy Policy section of this agreement. You agree to be governed by the stripe US services agreement which is provided at https://stripe.com/legal by charging or collecting payments via our Website.

  1. NO BENEFICIARY THIRD PARTY

23.1     Except as expressly supplied for in the Agreement, you recognize and consent to the absence of third party beneficiaries, with the full exception of the arbitration clauses below.

  1. CHARGE TYPES, FEES, & POLICIES

24.1     When a “Job Posting” or “Job Assignment” has been updated to the status of a “Closed Assignment”, The Healthcare Facility that Proposed the “Job Posting” will be charged: for the Healthcare Professional’s execution and completion of the Healthcare Professional Services (“Healthcare Professional Fee”); and a charge for the services provided on part of All Surgical Solutions (“All Surgical Fee” or “All Surgical Solutions Fee”). The overall charge will be a total of the “Healthcare Professional Fee” in addition to the “All Surgical Fee” or the “All Surgical Solutions Fee.” The “All Surgical Fee” or the “All Surgical Solutions Fee” and the “Healthcare Professional Fees” will be known collectively as “Fees”. All “Fees” are to be presented in US dollars unless otherwise noted. You acknowledge that we could adjust and boost the charges at any point in time and for any cause at our sole and full discretion. If we alter the charges, the amended fees will not extend to proposals filed prior to the amendment taking effect.

  1. CHARGE COSTS & ALL SURGICAL FEES (FACILITY)

25.1     Charge costs and breakdown of fees will be provided to Healthcare Facilities via email upon successful User Profile Account activation. All Surgical Solutions charge fees vary by percentage depending on the final Proposed and agreed Pay Rate (or “Healthcare Professional’s Fee”) for a Job Assignment between Healthcare Facility and Healthcare Professional. Healthcare Facilities will have flexibility on negotiating the Healthcare Professional Fees with the Healthcare Professional based off the level of Skills and experience of the Healthcare Professional needed for the Professional Service. (Unless otherwise stated before the entry of the Job Proposal, if a different “All Surgical Fee” was negotiated between All Surgical Solutions and the Healthcare Facility; that pre negotiated fee will be used in place of the usual pre-calculated “All Surgical Solutions Fee”).

25.2     The Pay Rate that a Healthcare Facility sets for a Professional Service must reflect and correlate with the Skills and Experience being sought for such Professional Services (Example: it is not advised a Healthcare Facility post a Job Posting for a “Scalpel Rating” of “5 Scalpels”, highly experienced seasoned Healthcare Professional but have a low pay rate of only $18.00 an hour). The Charge Costs breakdown of fees that is provided will have a recommended starting pay rate (Refer to “Scalpel System Breakdown” on these terms) for each level of Healthcare Professional based off experience and Healthcare Professional surgical expertise by Surgical Specialty.

25.3    The All Surgical Solutions Fee will be based off the final proposed and final agreed Healthcare Professional’s Fee and the level of the Skills required set by the Healthcare Facility. After a Healthcare Professional and Healthcare Facility agree and approves a Pay Rate for Job Proposal, the Healthcare Professional Fee for that Proposed Professional Service cannot be modified, unless affected by “Surge Fee” (Refer to “Surge Fees”). If “Surge Fee” is applicable, the All Surgical fee will reflect accordingly.

 

  1. SURGE FEES

26.1     Job Proposals that have Healthcare Professionals perform a Professional Service (as Independent Contractors) that span duration in excess of eight (8) continuous hours will be subject to an increase of the hourly Healthcare Professional Fee “Surge Fees”. Job Proposals that exceed eight (8) hours will have a Surge Fee applied that is the sum of one and a half (1.5) times the sum of the negotiated and agreed hourly rate of the Healthcare Professionals Fee. If the Healthcare Professionals Professional Service exceeds twelve (12) continuous hours the Surge Fee applied will be the sum of two (2) times the sum of the negotiated and agreed hourly rate of the Healthcare Professionals Fee.

  1. COMPENSATION PROCESS (FACILITY)

27.1     When a Proposed Job Assignment is deemed as a “Closed Assignment” the Healthcare Facility will receive notification to make a payment on the Closed Assignment. After being directed to the secure payment screen provided by Stripe, the Healthcare Facility will be prompted to enter valid credit card (“Compensation Carrier Account”) information to payment for the Fees and Charges associated with the services provided. Credit card payment information (“Compensation Carrier Account”) is stored by Stripe and not saved on the All Surgical Solutions Server or Website. In the event that a Healthcare Facility wants to handle billing in a different manor, the Healthcare Facility will have to consult with an All Surgical Solutions Representative for alternative options prior to finalizing a User Profile.

  1. TERMINATING A JOB POSTING & TERMINATION FEES

28.1     You may elect to terminate your Job Request (Job Posting) for Healthcare Professional Services at any moment before starting such Requested Professional Services. In the event of  a Terminated Job Request when a Healthcare Professional has agreed to perform the Requested Professional Service on behalf of the Healthcare Facility and the Termination of the Job Requests or Job Posting occurs  during  or  within  24 hours of  the requested Job Posting start time; The Healthcare Facility will incur a “Cancellation Fee” or “Termination Fee” equal to four (4) hours of the negotiated and agreed Healthcare Professionals rate as well as the All Surgical Solutions Fee in accordance to the agreed rate. If the Healthcare Professional has begun or is in course of performing the Professional Service and is dismissed earlier than the estimated requested end of the service time due to and not limited to, shift in case load, canceled cases, facility maintenance, and any other unforeseen events that may possibly occur. The Healthcare Facility will compensate The Healthcare Professional four (4) hours of the negotiated and agreed Healthcare Professional rate as well as the All Surgical Solutions Fee in accordance to the agreed rate. There are no Termination Fees for canceling Professional Requested Services when termination of the Job Request occurs before twenty- four (24) hours of the scheduled Job Posting date and time that the services are to take place. Healthcare Facilities can terminate a job request at any time, but can be subject to a termination fee if the any of the above applies.

  1. REFUND POLICY

29.1     Unless you think All Surgical Solutions made a mistake in collecting your payment(s), kindly email us at the contact information mentioned (info@allsurgical.net). Other than an error being made by All Surgical Solutions, there is no shared or exclusive responsibility to offer reimbursement or credits, but could offer them at our sole option in mitigating circumstances, for example, to rectify any mistakes we have produced in handling compensation. We will do our utmost to rectify any mistakes that take place by us (All Surgical Solutions) and to make us conscious of them.

  1. HEALTHCARE FACILITY ADDITIONAL COMPENSATION TERMS

30.1     During the process of building a User Profile as a Healthcare Facility, you are required to produce a valid credit card or debit card (Visa, MasterCard, or any other widely accepted institution) or automated clearing house account information (“Compensation Carrier” and or “Compensation Carrier Account”). By default we expect and require compensation for fees and professional services to be made in the form of credit card. You acknowledge and agree that the Compensation Carrier agreement regulates your use of the payment specified through the form of credit card through our third party vendor. By posting a Job Proposal, you constitute you are an approved User of the supplied Compensation Carrier Account and you note that we cannot monitor and cancel any charges that might be charged by your bank in connection with our receipt of the charges and fees. You agree to be committed to informing us promptly of any alterations that may be made to your Compensation Carrier Account, including your billing email, and other billing information that maybe used to provide compensation for Professional Services and other associated Fees and Charges.

30.2     “Sales Tax” shall, for the purposes of this Section, be understood as any sales or use of tax as well as all other taxes calculated by sales profits that we may transfer to our Users, (i.e. the responsive sales tax total,) unless the relevant taxing authority imposes any other sales or use tax. When any Healthcare Professional’s services, including our own fees, are party to sales tax under any jurisdiction in accordance with this agreement and you did not submit the appropriate sales tax to All Surgical Solutions, you are liable and will compensate us for any liability or cost we may have incurred in association with those sales taxes and any other associated penalties or interest to the taxing agency in question and you will agree to indemnify us. You are responsible for all transaction and compensation costs and charges payable by Healthcare Facilities for Healthcare Professional Services, other than All Surgical Solutions revenue-based charges. Our fees shall be net of any appropriate sales taxes.

30.3     You agree and acknowledge that compensation for Professional Services and associated fees are due within Seventy-Two (72) hours of a Job Proposal being deemed or marked as a “Closed Assignment” (Completed Assignment) and will be paid in full via our third party payment system within the Seventy-Two (72) hours. You agree and acknowledge that you will not purposely or knowingly, intentionally or unintentionally, fail to pay the Fees for a Closed Assignment. You acknowledge and concur that compensation for Professional Services not paid within the Seventy-Two (72) hour period will be subject to a Five (5) percent (%) late fee on the total due amount, consisting of the Professional Service and the All Surgical Solutions Fees associated with the Professional Service provided. In the event of multiple Late payments on multiple “Closed Assignments”, each Closed Assignment will be handled as separate individual case and will have the Late Fee applied as so. All Surgical Solutions reserves the right to terminate Healthcare Facilities User Profiles for severely late and past due payments. We reserve the right to change our fees and processes for billing and receiving compensation at any moment, either immediately or when posted on our Website or other means of notifications.

30.4     By default we expect and require compensation for professional services and fees to be made in the form of credit card through our third party compensation process provider. We can revoke the obligation in the preceding phrase at our sole authority, in which event we will send a bill for the due amount for services performed. In the event that you do not wish to supply us with your Compensation Carrier Account information (Credit Card information), You must speak to an All Surgical Solutions representative to seek this form of billing to have authorization in doing so, and the inquiry must be made and established during the period during the initial phase of building your Healthcare Facility User Profile. We have the ability, at our full discretion, to utilize our own Compensation Carrier Account in replacement in your account for the use of compensation for Professional Services. We only can come to this option after an investigation and review of your credit and economic history to determine if such an option is possible. In effect, if we deem it as an acceptable option, we bill the fees associated for Professional Services to this compensation account on a daily basis (“Daily Bill”) for using our Compensation Carrier Account. You agree to pay each Daily Bill within Three (3) business days from date you receive the Daily bill from us. The Daily bill will be generated after successful complete of Professional Services and will be emailed to the email provided on your User Profile.

  1. PROHIBITED ACTIVITIES

31.1     You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

  1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  2. Use a buying agent or purchasing agent to make purchases on the Site.
  3. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  4. Use the Site to advertise or offer to sell goods and services.
  5. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
  6. Engage in unauthorized framing of or linking to the Site.
  7. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
  8. Make improper use of our support services or submit false reports of abuse or misconduct.
  9. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  10. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
  11. Attempt to impersonate another user or person or use the username of another user.
  12. Sell or otherwise transfer your profile.
  13. Use any information obtained from the Site in order to harass, abuse, or harm another person.
  14. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
  15. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
  16. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
  17. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
  18. Delete the copyright or other proprietary rights notice from any Content.
  19. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  20. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
  21. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
  22. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
  23. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
  24. Use the Site in a manner inconsistent with any applicable laws or regulations.
  1. NON-CIRCUMVENTION AGREEMENT

32.1     In efforts to protect our intellectual properties and continue a prosperous platform, for both Healthcare Professionals and Healthcare Facilities, to connect for purposes of Providing Professional Services and receive compensation for performing such services; you concur that you are using the All Surgical Solutions Platform as an exclusive approach of advocating, creating and obtaining all fees for working with or emerging from your connection with such a group actively or passively. Whenever a Healthcare Professional identifies or is identified via the Platform by any party, will constitute the beginning of the “Retainment Period”. The Retainment Period of a Healthcare Professional will last twelve (12) months from the time the Healthcare Professional is identified on the Platform. You consent to use the Platform for the sole method of making requests and obtaining all transactions and charges related to Professional Services with or resulting from your engagement with that group of Healthcare Professionals, either actively or passively. It is a breach of the Non- Circumvention Agreement that a Healthcare Professional consciously agrees to accept compensation for professional services and or fees outside the construct of our Platform for a Job Assignment or Job Posting requested on our Website. Users may elect to “Withdraw” from the stated responsibility while in the “Retainment Period” and will be subject to a “Withdraw Fee” in the case that a Healthcare Facility wants to convert a Healthcare Professional from the All Surgical Platform into a permanent employee or as a per-diem employee at the Healthcare Facility in question; the “Withdraw Fee” will be calculated as fifteen (15) percent (%) of the predicated annual salary the Healthcare Facility provides the Healthcare Professional. In its sole discretion, All Surgical Solutions can assess whether a User has breached the Non-Circumvention Agreement. All Surgical Solutions may charge your Compensation Carrier Account in the occurrence of a breach including: the withdraw fee, interest, and attorney charges, and any other losses resulting from the breach agreement and or losses incurred during the legal investigation (to the full extent allowed by law). Users may subsequently lose access to our Platform and Website for breach of this agreement.

  1. USER GENERATED CONTRIBUTIONS

33.1     The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, reviews, suggestions, recommendations and or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:

  1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of service.
  3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of service.
  4. Your Contributions are not false, inaccurate, or misleading.
  5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
  7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  8. Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
  9. Your Contributions do not violate any applicable law, regulation, or rule.
  10. Your Contributions do not violate the privacy or publicity rights of any third party.
  11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
  12. Your Contributions do not violate any federal or state law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
  13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
  14. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of service, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of service and may result in, among other things, termination or suspension of your rights to use the Site.

  1. CONTRIBUTION LICENSE

34.1     By posting your Contributions to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, nonexclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

34.2     This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

34.3     We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

34.4     We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

  1. GUIDELINES FOR REVIEWS

35.1     We may provide you areas on the Site to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.

35.2     We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.

  1. SUBMISSIONS

36.1     You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

  1. ADVERTISERS

37.1     We allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Site and any services provided on the Site or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. As an advertiser, you agree that such advertisements are subject to our Digital Millennium Copyright Act (“DMCA”) Notice and Policy provisions as described below, and you understand and agree there will be no refund or other compensation for DMCA takedown-related issues. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

  1. SITE MANAGEMENT

38.1     We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of service; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of service, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

  1. PRIVACY POLICY

39.1     We care about data privacy and security. Please review our Privacy Policy on our website. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of service. Please be advised the Site is hosted in the United States. If you access the Site from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States. Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Site as quickly as is reasonably practical.

  1. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY

40.1  Notifications

40.1(a) We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.

40.1(b) All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by the Notification, a representative list of such works on the Site; (3) identification of the material that is claimed to be infringing or to be the subject of 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; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party 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 (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.

40.2 Counter Notification

40.2(a) If you believe your own copyrighted material has been removed from the Site as a result of a mistake or misidentification, you may submit a written counter notification to [us/our Designated Copyright Agent] using the contact information provided below (a “Counter Notification”). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party’s agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your physical or electronic signature.

40.2(b) If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees. Filing a false Counter Notification constitutes perjury.

Designated Copyright Agent

admin@allsurgical.net

  1. USER AFFAIR & RELATIONSHIP

41.1     You accept and agree that as a condition of the Terms of Service and or your use of the Platform and Website, you agree that there is no joint venture, partnership, employment or job agency relationship between All Surgical Solutions and you.

  1. TERM AND TERMINATION

42.1     These Terms of service shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF SERVICE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF SERVICE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

42.2     If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

  1. MODIFICATIONS AND INTERRUPTIONS

43.1     We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.

43.2     We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of service will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

  1. GOVERNING LAW

44.1     These Terms of service and your use of the Site are governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without regard to its conflict of law principles.

  1. DISPUTE RESOLUTION

45.1  Binding Arbitration

45.1(a) If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU ACKNOWLEDGE AND AGREE BY BEGINNING THE PROCESS TO ARBITRATE DISPUTES YOU ARE WAIVING ANY RIGHT THAT YOU MIGHT OTHERWISE HAVE TO A TRIAL JURY. FURTHERMORE, YOU AND ALL SURGICAL SOLUTIONS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. ALL CLAIMS AND CONFLICTS WITHIN THE BOUNDS OF THIS ARBITRATION AGREEMENT WOULD HAVE TO BE ARBITRATED ON AN INDIVIDUAL PREMISE AND NOT A CLASS BASIS, ONLY INDIVIDUAL RESTITUTION IS OBTAINABLE, AND CLAIMS OF MORE THAN ONE CANNOT BE ARBITRATED OR MERGED WITH  ANY OTHER USER. Without being restricted by law, a binding arbitration procedure in San Bernardino County, California shall resolve any dispute between All Surgical Solutions or the User (and or, between any Agent, Chairman, staff member or associate of All Surgical Solutions or a User) in the scope of the Federal Arbitration Act. You and All Surgical Solutions choose to remedy all claims and arguments by arbitration under this Arbitration Agreement. An arbitrator may grant the same compensation and restitution as a court would on an individual level and shall follow this Arbitration Agreement as a court. This arbitration provision is not meant to alter or restrict the right of All Surgical Solutions or the right of a User to pursue equitable relief via judicial process, such as an injunction or attachment, which will not be considered to be a waiver of the right to pursue arbitration. Despite any clause to the contrary in the Agreement, you concur that if All Surgical Solutions renders any prospective material changes to this Arbitration Agreement, no claim(s) in which you have requested or subsequently awaiting arbitration shall apply. This Arbitration Agreement will survive the termination of your professional affair and or relationship with All Surgical Solutions.

45.1(b) If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in San Bernardino County, California, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of service.

45.1(c)             In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

45.2  Restrictions

45.2(a) The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

  1. SEVERABILITY CLAUSE

46.1     In case any provision of the Agreement shall be invalid, illegal or unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, any inability of All Surgical Solutions to implement any clause shall not influence its right to guarantee efficiency thereafter at any moment; neither shall the exemption of any violation or infringement of the Terms by All Surgical Solutions be an exemption of any future violation or infringement. Unless previously agreed by All Surgical Solutions in writing, Users may not delegate their privileges or transfer any of their responsibilities under the healthcare professional terms; such written agreement may be withheld at the full and complete discretion of All Surgical Solutions. The terms are enforceable under the law of the State of California and in compliance with them. A court of qualified authority shall decide any conflict resulting from the Terms by a court in San Bernardino County, CA.

  1. CORRECTIONS

47.1     There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

  1. LIMITATIONS OF LIABILITY

48.1     IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US. PERFORMANCE OF HEALTHCARE PROFESSIONAL SERVICES PROPOSED BY THE USER OF OUR WEBSITE AND PROPERTIES, ARE ENTIRELY THE SOLE RESPONSIBILITY OF THE HEALTHCARE PROFESSIONAL WHO ALSO PROVIDES SUCH SERVICES INCLUDING: MEDICAL ELEMENTS WHICH CAN BE HARMFUL TO HEALTHCARE PROFESSIONALS, AND BY PERFORMING THE PROFESSIONAL SERVICES, THE HEALTHCARE PROFESSIONAL IS AWARE OF THESE POTENTIAL HAZARDS AND RISKS ASSOCIATED WITH PERFORMING THE PROFESSIONAL SERVICE. IN NO OCCURRENCE WILL THERE BE ANY LIABILITY TO ALL SURGICAL SOLUTIONS ANY DAMAGES CAUSED, LOSSES AND LEGAL CLAIMS (WHETHER IT IS IN AGREEMENT OR TORT, ALONG WITH, AND NOT RESTRICTED TO, NEGLECT OR OTHERWISE) EMERGING FROM EITHER THE WEBSITES TERMS OR ACCESS TO OUR WEBSITE, THE CAP ON LIABILITY AND CUMULATIVE COMPENSATION IN REGARDS TO YOUR PETITIONS ARE AS FOLLOWS: THE ENTIRE PAYOUT TO ALL SURGICAL SOLUTIONS IN RELATIONS TO YOUR REQUEST IN AN AMOUNT EQUAL TO ONE (1) YEAR OF THE DURATION OF THE SUM COMPENSATED TO ALL SURGICAL SOLUTIONS DURING SUCH PERIOD PRIOR TO THE ACT OF THE LIABILITY OCCURRENCE TAKING PLACE; RESPONSIBILITY AND LIABILITY FOR NEGLECT ,FORGERY OR FRAUDULENT MISAPPROPRIATION, ANY LIABILITY WILL NOT BE IMPLEMENTED ON ALL SURGICAL SOLUTIONS AND OR ITS SUBSIDIARIES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

  1. INDEMNIFICATION

49.1     You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach of these Terms of service; (4) any breach of your representations and warranties set forth in these Terms of service; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. In order to prevent any uncertainty, this indemnification clause shall also apply to allegations that if an independent contractor or Healthcare Professional had been misclassified, allegations resulting from or linked to such allegations of misclassification, in which case, At our own expense we reserve the right to solely protect and regulate any other issue subject to compensation from you, whereby you collaborate completely with us to uphold all possible defenses. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

  1. USER DATA

50.1     We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

  1. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

51.1     Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

  1. CALIFORNIA USERS AND RESIDENTS

52.1     If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445- 1254.

  1. MISCELLANEOUS

53.1     These Terms of service and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of service shall not operate as a waiver of such right or provision. These Terms of service operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of service is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of service and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of service or use of the Site. You agree that these Terms of service will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of service and the lack of signing by the parties hereto to execute these Terms of service.

  1. WAIVER

54.1     Any waiver or inability on one occasion to implement any clause of the Agreement shall not be considered on any other occasion to be a waiver of any clause or provision.

  1. ENTIRE AGREEMENT

55.1     The terms and conditions and any shifts, job proposals, job postings or requests you may make from time to time represent the entire agreement between you and All Surgical Solutions concerning to and governing your use of the Website, to supersede any previous agreements between you and All Surgical Solutions. This Agreement is the final, complete and exclusive agreement between Users that interact, engage, and otherwise use the Platform and Website.

  1. CONTACT US

56.1     In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us via letter, phone, or e-mail at:

All Surgical Solutions

1900 W Redlands Ave, #13215

San Bernardino, CA 92403-9997

(800) 587-3393

admin@allsurgical.net

PRIVACY POLICY

Last updated July 17, 2019

Including Standard Contractual Clauses

Thank you for choosing to be part of our Platform at www.allsurgical.net (“Company”, “we”, “us”, or “our”). We are committed to protecting your personal information and your right to privacy. If you have any questions or concerns about our policy, or our practices with regards to your personal information, please contact us at info@allsurgical.net.

When you visit our and use our services, you trust us with your personal information. We take your privacy very seriously. In this privacy policy, we describe our privacy policy. We seek to explain to you in the clearest way possible what information we collect, how we use it and what rights you have in relation to it. We hope you take some time to read through it carefully, as it is important. If there are any terms in this privacy policy that you do not agree with, please discontinue use of our and our services.

This privacy policy applies to all information collected through our and or any related services, sales, marketing or events (we refer to them collectively in this privacy policy as the “Services“).

Please read this privacy policy carefully as it will help you make informed decisions about sharing your personal information with us.

 

TABLE OF CONTENTS

  1. WHAT INFORMATION DO WE COLLECT?
  2. WILL YOUR INFORMATION BE SHARED WITH ANYONE?
  3. DO WE USE COOKIES AND OTHER TRACKING TECHNOLOGIES?
  4. IS YOUR INFORMATION TRANSFERRED INTERNATIONALLY?
  5. WHAT IS OUR STANCE ON THIRD-PARTY WEBSITES?
  6. HOW LONG DO WE KEEP YOUR INFORMATION?
  7. DO WE COLLECT INFORMATION FROM MINORS?
  8. WHAT ARE YOUR PRIVACY RIGHTS?
  9. CONTROLS FOR DO-NOT-TRACK FEATURES
  10. DO CALIFORNIA RESIDENTS HAVE SPECIFIC PRIVACY RIGHTS?
  11. DO WE MAKE UPDATES TO THIS POLICY?
  12. HOW CAN YOU CONTACT US ABOUT THIS POLICY?
  1. WHAT INFORMATION DO WE COLLECT?

Personal information you disclose to us

In Short: We collect personal information that you provide to us such as name, address, contact information, passwords and security data, and payment information.

We collect personal information that you voluntarily provide to us when registering at the expressing an interest in obtaining information about us or our products and services, when participating in activities on the (such as posting messages in our online forums or entering competitions, contests or giveaways) or otherwise contacting us.

The personal information that we collect depends on the context of your interactions with us and the, the choices you make and the products and features you use. The personal information we collect can include the following:

Name and Contact Data

We collect your first and last name, email address, postal address, phone number, and other similar contact data.

Credentials

We collect passwords, password hints, and similar security information used for authentication and account access.

Payment Data

We collect data necessary to process your payment if you make compensation payments for services, such as your payment instrument number (such as a credit card number), and the security code associated with your payment instrument. All payment data is stored by our third party payment processor Stripe. You may find their privacy policy link(s) here: https://stripe.com/legal

All personal information that you provide to us must be true, complete and accurate, and you must notify us of any changes to such personal information.

Information automatically collected

In Short: Some information – such as IP address and/or browser and device characteristics – is collected automatically when you visit our Platform.

We automatically collect certain information when you visit, use or navigate the Platform. This information does not reveal your specific identity (like your name or contact information) but may include device and usage information, such as your IP address, browser and device characteristics, operating system, language preferences, referring URLs, device name, country, location, information about how and when you use our and other technical information. This information is primarily needed to maintain the security and operation of our Platform, and for our internal analytics and reporting purposes.

Like many businesses, we also collect information through cookies and similar technologies.

  1. WILL YOUR INFORMATION BE SHARED WITH ANYONE?

In Short: We only share information with your consent, to comply with laws, to provide you with services, to protect your rights, or to fulfill business obligations.

We may process or share data based on the following legal basis:

Consent: We may process your data if you have given us specific consent to use your personal information in a specific purpose.

Legitimate Interests: We may process your data when it is reasonably necessary to achieve our legitimate business interests.

Performance of a Contract: Where we have entered into a contract with you, we may process your personal information to fulfill the terms of our contract.

Legal Obligations: We may disclose your information where we are legally required to do so in order to comply with applicable law, governmental requests, a judicial proceeding, court order, or legal process, such as in response to a court order or a subpoena (including in response to public authorities to meet national security or law enforcement requirements).

Vital Interests: We may disclose your information where we believe it is necessary to investigate, prevent, or take action regarding potential violations of our policies, suspected fraud, situations involving potential threats to the safety of any person and illegal activities, or as evidence in litigation in which we are involved.

More specifically, we may need to process your data or share your personal information in the following situations:

Vendors, Consultants and Other Third-Party Service Providers

We may share your data with third party vendors, service providers, contractors or agents who perform services for us or on our behalf and require access to such information to do that work. Examples include: payment processing, data analysis, email delivery, hosting services, customer service and marketing efforts. We may allow selected third parties to use tracking technology on the Platform, which will enable them to collect data about how you interact with the over time. This information may be used to, among other things, analyze and track data, determine the popularity of certain content and better understand online activity. Unless described in this Policy, we do not share, sell, rent or trade any of your information with third parties for their promotional purposes.

Business Transfers

We may share or transfer your information in connection with, or during negotiations of, any merger, sale of company assets, financing, or acquisition of all or a portion of our business to another company.

Third-Party Advertisers

We may use third-party advertising companies to serve ads when you visit the Platform. These companies may use information about your visits to our Website(s) and other websites that are contained in web cookies and other tracking technologies in order to provide advertisements about goods and services of interest to you.

Affiliates

We may share your information with our affiliates, in which case we will require those affiliates to honor this privacy policy. Affiliates include our parent company and any subsidiaries, joint venture partners or other companies that we control or that are under common control with us.

Business Partners

We may share your information with our business partners to offer you certain products, services or promotions.

  1. DO WE USE COOKIES AND OTHER TRACKING TECHNOLOGIES?

In Short: We may use cookies and other tracking technologies to collect and store your information.

We may use cookies and similar tracking technologies (like web beacons and pixels) to access or store information. Specific information about how we use such technologies and how you can refuse certain cookies is set out in our Cookie Policy.

  1. IS YOUR INFORMATION TRANSFERRED INTERNATIONALLY?

In Short: We may transfer, store, and process your information in countries other than your own.

If you are accessing our from outside the United States, please be aware that your information may be transferred to, stored, and processed by us in our facilities and by those third parties with whom we may share your personal information (see ” WILL YOUR INFORMATION BE SHARED WITH ANYONE? ” above), in and other countries.

If you are a resident in the European Economic Area, then these countries may not have data protection or other laws as comprehensive as those in your country. We will however take all necessary measures to protect your personal information in accordance with this privacy policy and applicable law.

  1. WHAT IS OUR STANCE ON THIRD-PARTY WEBSITES?

In Short: We are not responsible for the safety of any information that you share with third-party providers who advertise, but are not affiliated with, our websites.

The may contain advertisements from third parties that are not affiliated with us and which may link to other websites, online services or mobile applications. We cannot guarantee the safety and privacy of data you provide to any third parties. Any data collected by third parties is not covered by this privacy policy. We are not responsible for the content or privacy and security practices and policies of any third parties, including other websites, services or applications that may be linked to or from the . You should review the policies of such third parties and contact them directly to respond to your questions.

 

  1. HOW LONG DO WE KEEP YOUR INFORMATION?

In Short: We keep your information for as long as necessary to fulfill the purposes outlined in this privacy policy unless otherwise required by law.

We will only keep your personal information for as long as it is necessary for the purposes set out in this privacy policy, unless a longer retention period is required or permitted by law (such as tax, accounting or other legal requirements). No purpose in this policy will require us keeping your personal information for longer than two (2) years.

When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.

  1. DO WE COLLECT INFORMATION FROM MINORS?

In Short: We do not knowingly collect data from or market to children under 18 years of age.

We do not knowingly solicit data from or market to children under 18 years of age. By using the , you represent that you are at least 18 or that you are the parent or guardian of such a minor and consent to such minor dependent’s use of the . If we learn that personal information from users less than 18 years of age has been collected, we will deactivate the account and take reasonable measures to promptly delete such data from our records. If you become aware of any data we have collected from children under age 18, please contact us at info@allsurgical.net.

  1. WHAT ARE YOUR PRIVACY RIGHTS?

In Short: You may review, change, or terminate your account at any time.

If you are resident in the European Economic Area and you believe we are unlawfully processing your personal information, you also have the right to complain to your local data protection supervisory authority.

You can find their contact details here:

http://ec.europa.eu/justice/data-protection/bodies/authorities/index_en.htm

Account Information

If you would at any time like to review or change the information in your account or terminate your account, you can:

Upon your request to terminate your account, we will deactivate or delete your User Profile account and information from our active databases. However, some information may be retained in our files to prevent fraud, troubleshoot problems, assist with any investigations, enforce our Terms of Use and/or comply with legal requirements.

Opting out of email marketing: You can unsubscribe from our marketing email list at any time by contacting us using the details provided below. You will then be removed from the marketing email list – however, we will still need to send you service related emails that are necessary for the administration and use of your account. To otherwise opt-out, you may:  email us at admin@allsurgical.net

  1. CONTROLS FOR DO-NOT-TRACK FEATURES

Most web browsers and some mobile operating systems and mobile applications include a Do-Not-Track (“DNT”) feature or setting you can activate to signal your privacy preference not to have data about your online browsing activities monitored and collected. No uniform technology standard for recognizing and implementing DNT signals has been finalized. As such, we do not currently respond to DNT browser signals or any other mechanism that automatically communicates your choice not to be tracked online. If a standard for online tracking is adopted that we must follow in the future, we will inform you about that practice in a revised version of this privacy policy.

  1. DO CALIFORNIA RESIDENTS HAVE SPECIFIC PRIVACY RIGHTS?

In Short: Yes, if you are a resident of California, you are granted specific rights regarding access to your personal information.

California Civil Code Section 1798.83, also known as the “Shine The Light” law, permits our users who are California residents to request and obtain from us, once a year and free of charge, information about categories of personal information (if any) we disclosed to third parties for direct marketing purposes and the names and addresses of all third parties with which we shared personal information in the immediately preceding calendar year. If you are a California resident and would like to make such a request, please submit your request in writing to us using the contact information provided below.

If you are under 18 years of age, reside in California, and have a registered account with the Platform, you have the right to request removal of unwanted data that you publicly post on the . To request removal of such data, please contact us using the contact information provided below, and include the email address associated with your account and a statement that you reside in California. We will make sure the data is not publicly displayed on the Platform, but please be aware that the data may not be completely or comprehensively removed from our systems.

  1. DO WE MAKE UPDATES TO THIS POLICY?

In Short: Yes, we will update this policy as necessary to stay compliant with relevant laws.

We may update this privacy policy from time to time. The updated version will be indicated by an updated “Revised” date and the updated version will be effective as soon as it is accessible. If we make material changes to this privacy policy, we may notify you either by prominently posting a notice of such changes or by directly sending you a notification. We encourage you to review this privacy policy frequently to be informed of how we are protecting your information.

  1. HOW CAN YOU CONTACT US ABOUT THIS POLICY?

If you have questions or comments about this policy, you may contact at us via letter, phone, or email at:

All Surgical Solutions

1900 W Redlands Ave, #13215

San Bernardino, CA 92403-9997

(800) 587-3393

admin@allsurgical.net