Terms of Service

These Terms of Service (“Terms of Service”) govern your access to and use of the Saile websites (including www.saileapp.com), as well as any mobile app or any other platform, software, and/or system provided by Saile, including any app or platform (collectively, the “Site”), as well as any services offered on or in connection with the Site (collectively, the “Services”). These Terms of Service constitute a legally binding agreement between you and Saile App, Inc. (“we”, “us” or “Saile”).

The terms “User” and “Users” refer to all individuals and other persons who access or use the Services, including, without limitation, any business entities or other organizations that register accounts or otherwise access or use the Services through their respective representatives.

Saile operates an online marketplace, accessible through the Site, that enables third-party clients (each, a “Client”) to post open shifts, gigs, surveys, or consulting tasks at their facilities , and allows independent contractor healthcare providers (each, a “Healthcare Provider”) to view and accept such opportunities at their discretion.

PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, YOUR ATTENTION IS DIRECTED TO THE MUTUAL ARBITRATION PROVISION IN SECTION 9, AS IT REQUIRES THE PARTIES TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL, AND BINDING ARBITRATION. BY SIGNING UP FOR A SAILE ACCOUNT OR BY OTHERWISE USING THE SITE OR THE SERVICES (REGARDLESS OF WHETHER YOU REGISTER AS A USER OF THE SERVICES), YOU ARE AGREEING THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF A BUSINESS ENTITY OR OTHER ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR ORGANIZATION TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR ORGANIZATION TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO BOTH YOU AND THAT ENTITY OR ORGANIZATION.

By accessing or using the Site or Services, you also acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with Saile’s Privacy Policy, which is incorporated into these Terms of Service by reference. You also agree to comply with any additional requirements for Users that are published on the Site. Certain features of our Services may be subject to additional terms and conditions, including the Provider Independent Contractor Agreement and the Master Services Agreement, which are incorporated herein by reference. For the avoidance of doubt, nothing in these Terms of Service shall supersede, amend, or modify the terms of any separate agreement(s) between you and Saile relating to services performed or procured using the Site, including, without limitation, the Provider Independent Contractor Agreement and the Master Services Agreement.

If you do not agree or are unable to agree to be bound by these Terms of Service, do not use the Site or the Services.

Saile reserves the right to amend these Terms of Service at any time by posting the revised Terms of Service on the Site. When changes are made, we will make the revised version available on this webpage, and will indicate at the top of this page the date that revisions were last made. If we make a material change to these Terms of Service, we will notify you by sending notice to the email address associated with your Account (as defined below) and/or by posting a prominent notice on the Site.

Your use of the Site or the Services after the effective date of any changes to these Terms of Service will constitute acceptance by you of such changes.

1. SAILE ACCOUNTS

1. REGISTRATION AND ACCEPTANCE

To access and use certain portions of the Site and the Services, you must register for an account to use the Services and Site (an “Account”). To register for an Account, you must complete a User profile (“Profile”), which you consent to be displayed to other Users. You agree to provide true, accurate, current, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its accuracy and completeness. You agree not to provide any false or misleading information about your identity or location, your business, or the services you or your business provides and to correct any such information that is or becomes false or misleading.

We reserve the right to decline any Account registration for any lawful reason, including considerations related to supply and demand, data maintenance costs, or other legitimate business purposes.

2. ACCOUNT ELIGIBILITY

Saile offers the Site and Services for your business purposes only and not for personal, household, or consumer use. To register for an Account to use the Site and Services, you hereby represent that you:

1. Will use the Site and Services for business purposes only;
2. Are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) in each case who can enter into legally binding agreements;
3. Have not been previously suspended or removed from the Site or the Services, and have not engaged in any activity that could result in suspension or removal from the Site or the Services; and
4. Have full power and authority to enter into these Terms of Service and in so doing will not violate any other agreement to which you are a party.

3. IDENTITY AND ACCOUNT VERIFICATION

When you register for an Account and from time to time thereafter, your Account may be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, your business, and your ability to act on behalf of your business on the Site. You authorize Saile, directly or through third parties, to make any inquiries Saile deems necessary to validate the information you provide, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. During verification, some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored.

4. USERNAMES AND PASSWORDS

When you register for an Account, you will be required to create a username for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your login credentials. You agree not to share your username or password with any person, and, if you are a legal entity who is not a natural person, to only share your login credentials with a person who is authorized to use your Account. You authorize Saile to assume that any person using the Site with your credentials, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the credentials of another User of the Site if (a) you are not authorized to use both or (b) the use would violate the Terms of Service.

2. RELATIONSHIP BETWEEN SAILE AND USERS

5. SAILE’S ROLE AS A MARKETPLACE

Saile provides the Site and Services solely to enable Healthcare Providers and Clients to connect and transact directly with each other or with third-party vendors and agencies. Saile does not select shifts for Healthcare Providers or select Healthcare Providers for Clients. Through the Site and Services, Healthcare Providers gain access to Clients seeking their services, and Clients gain access to Healthcare Providers offering relevant services. Users are solely responsible for deciding which opportunities to post or accept on the marketplace. Users are also solely responsible for evaluating and determining the suitability of any shift, Client, or Healthcare Provider.

Saile has no responsibility, whether relating to payment or otherwise, with respect to any shift that is not posted on the Site and confirmed by a Client.

6. USERS ARE INDEPENDENT FROM SAILE

All Healthcare Providers are independent contractors and not employees of Saile. Nothing in these Terms of Service shall be construed to create a partnership, joint venture, franchise, or employment relationship between Saile and any User. Users, including Clients and Healthcare Providers, acknowledge that they have no authority to bind Saile or its affiliates and shall not represent themselves as employees, agents, or authorized representatives of Saile.

Clients are solely responsible for and have complete discretion with regard to their use of and activities on Saile’s marketplace, including which, if any, shifts they post, and actions they take and decisions they make with respect to any Healthcare Providers with whom they connect for shifts. No actions or decisions of a Client shall in any way affect the relationship of Healthcare Providers with Saile, which shall remain that of an independent contractor under all circumstances.

7. NO GUARANTEES BY SAILE

Saile does not make any representations about or guarantee the truth or accuracy of information contained in any User profile or other User content on the Site. You acknowledge, agree, and understand that Saile does not, in any way, supervise, direct, control, or evaluate Healthcare Providers or their work, or Clients or their facilities.

8. Right to Represent and Information Sharing

By creating an account and using Saile, you authorize Saile to act as an intermediary between you and third-party entities, which may include, healthcare facilities, staffing agencies, and credentialing organizations, for the purpose of facilitating your engagement with shifts, verifying professional credentials, and ensuring compliance with applicable regulations. Further, you acknowledge that in connection with any credentialing services made available by Saile on the Site or in connection with the Services, you shall be subject to additional terms and conditions, to be made available to you by Saile through either a Provider Independent Contractor Agreement or Master Services Agreement.

You acknowledge and agree that Saile does not guarantee placement, employment, or any specific shift availability, nor does it act as your employer or agent beyond facilitating your connection to available shifts. You further understand that your information may be retained and disclosed to relevant third parties as necessary to maintain the integrity of the Saile marketplace, comply with legal obligations, and provide services efficiently.

By using Saile, you consent to the sharing of your information with authorized third parties as outlined in this section and as set forth in any additional terms and conditions made available to you by Saile.

3. USER CONDUCT

To ensure the successful operation of the marketplace and a positive User experience, you agree to comply with the following terms. If Saile believes or determines that your Account has violated any of these terms, Saile reserves the right, in its sole discretion, to review, restrict, suspend, or permanently deactivate your Account. For the avoidance of doubt, nothing in this Section 3 supersedes, amends, or modifies any separate agreement between you and Saile, including the Provider Independent Contractor Agreement and the Master Services Agreement.

9. SAFETY AND SUPERVISION BY CLIENTS

1. You acknowledge and agree that you will conduct yourself both on the Site and during any shift booked using Saile’s marketplace in accordance with all applicable laws, regulations, and professional standards, including relating to safety, such as, but not limited to, medication administration, documentation procedures, patient rights, infection prevention, fire and safety, OSHA, and EMR/Charting, where applicable.

2. Healthcare Providers acknowledge and agree to follow Clients’ policies, procedures, and protection protocols. It is the sole responsibility of Clients to monitor and enforce all policies and procedures with Healthcare Providers, both by including such information in Clients’ User profiles on the Site and notifying Healthcare Providers of such information when they arrive and carry out their responsibilities at Clients’ facilities. Saile assumes no liability for any equipment or technology that Clients provide to Healthcare Providers, or for any policies, procedures, protection protocols, or enforcement measures of Clients.

3. Clients’ appropriate personnel shall supervise Healthcare Providers, and Client will evaluate services provided by Healthcare Providers pursuant to Clients’ own policies, procedures, and standards. Users acknowledge and agree that Saile does not and will not supervise, monitor, or evaluate Healthcare Providers in the performance of their duties and responsibilities at facilities or otherwise.

4. You agree to promptly notify Saile if you become aware of a safety concern or unlawful conduct during a shift posted or booked using Saile’s marketplace.

10. CANCELLATIONS AND “DO NOT RETURN” LISTS

You agree to follow Saile’s Attendance Score for Healthcare Providers’ Accounts (if you are a Healthcare Provider) and Saile’s cancellation terms relating to Client Accounts (if you are a Client). Saile reserves the right to restrict, suspend, and/or deactivate a User’s Account that has canceled or failed to appear for one or more shifts that were posted or booked on the Site.

If at any time you decide that you do not wish to be matched on Saile’s marketplace with any other Saile User in the future, you may add that User to your “Do Not Return” list in your Account. DNRs must be entered in accordance with the terms provided in these Terms of Service. Saile reserves the right to review, restrict, suspend, and/or permanently deactivate a User’s Account that has received one or more DNRs.

11. ACCOUNT REVIEWS

If an  Account engages in suspicious activity, including excessive cancellations or activity otherwise negatively impacting the experience of other Users, Saile reserves the right to place that Account under temporary review. During that temporary Account review period, the Account’s previously booked shifts will not be affected, but the Account may be prohibited from booking or making available additional shifts.

12. CONDUCT ON THE SITE AND USE OF THE SERVICES

Without limiting other terms and prohibitions in these Terms of Service, by using the Site or the Services, you agree that:

1. You will only use the Site or the Services for lawful purposes and in accordance with all applicable laws. You will not use the Services for sending or storing any unlawful material or for deceptive or fraudulent purposes; and you will not engage in conduct that harms or is intended to harm other Users or Saile employees or agents.

2. You will not use another User’s Account or identity or impersonate any person or entity.

3. You will not use the Site or Services to cause nuisance, annoyance, or inconvenience.

4. The information you provide to us when you register for an Account or otherwise communicate with us is accurate, you will promptly notify us of any changes to such information, and you will provide us with whatever proof of identity we may reasonably request.

5. You will maintain the security and confidentiality of your Account password and any other credentials that allow access to the Site or Services.

6. You will not engage in threatening, harassing, racist, sexist, violent, hateful, unlawful, or any other behavior that Saile deems inappropriate (as determined by Saile in its sole discretion) when using the Site or Services.

7. You will not abuse promotional offers, including by redeeming multiple offers simultaneously or creating multiple Accounts to benefit from promotions intended for first-time users of the Site or Services.

8. You will only access the Site or Services using means explicitly authorized by Saile.

9. You will not forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Site or Services.

10. You will not use the Site or Services, or any content accessible through the Services, for any promotional purpose, including but not limited to contacting, advertising to, soliciting, or selling to, any User, unless Saile has given you prior permission to do so in writing.

11. You will not copy or distribute any software, content, or Materials (as defined below) from the Site or Services for republication in any format or medium.

12. You will not compile, directly or indirectly, any content displayed through the Site or Services except for your personal, non-commercial use.

13. You will use the Site and Services only for your own use and will not directly or indirectly resell, license, or transfer the software, Services, or content displayed by the Site or Services to a third party.

14. You will not use the Site or Services in any way that could damage, disable, overburden, or impair any Saile server, or the networks connected to any Saile server.

15. You will not attempt to gain unauthorized access to the Site or Services and/or to any Account, resource, computer system, and/or network connected to any Saile server.

16. You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures Saile may use to prevent or restrict access to the Site or Services or use of the Site or Services or the content therein.

17. You will not deep-link to the Site or use any robot, spider, web crawler, extraction software, or automated process to scrape, copy, index, frame, or monitor any portion of the Site or its content.

18. You will not scrape or systematically retrieve data or content from the Site or Services, including for purposes of creating, training, or developing any artificial intelligence or machine learning tool, model, or system (“AI Tool”), or for data mining, web scraping, or compiling any database (except for public search engine indexing to the extent permitted by Saile).

19. You will report any errors, bugs, unauthorized access methodologies, or any breach of our intellectual property rights that you uncover in your use of the Site or the Services.

13. INTELLECTUAL PROPERTY

The Site and Services, including all of its contents, design, text, images, proprietary information, as well as any accompanying documentation or other written materials, tangible, or intangible, and all legally protectable elements of the foregoing, including, without limitation, all derivative works, translations, adaptations or variations of same, regardless of the medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, and all intellectual property rights therein but excluding, for the avoidance of doubt, any Trademarks (as defined and described below) (all of the foregoing, individually and collectively, the “Materials”) are the property of Saile or our suppliers, licensors or service providers. You are hereby granted a limited license (without the right to sublicense) to access and use the Materials, solely for your personal, non-commercial use, provided you do not alter or remove any copyright or other proprietary notices. Nothing in these Terms of Service shall be interpreted as granting any license of intellectual property rights to you other than as explicitly set forth in these Terms of Service. Except as otherwise provided herein, you may not use, download, upload, copy, print, display, perform, reproduce, publish, modify, delete, add to, license, post, transmit, or distribute any Materials, in whole or in part, for any public or commercial or competitive purpose or in connection with any AI Tool (as defined below) without our prior written permission. You acknowledge that we may revoke the foregoing limited license at any time for any or no reason and that we will enforce our intellectual property rights to the fullest extent of the law.

As between you and Saile (or our licensors, affiliates, sponsors, or any other third parties), Saile (or the respective licensor, affiliate, sponsor or third party) is the owner and/or authorized user of any trademark (including registered and applied-for trademarks), logo, trade name and/or service mark appearing on the Site or Services (“Trademarks”). You may not use any Trademarks, including the Saile logos and trademarks, in any manner without our express written consent, regardless of whether or not the Trademark is registered.

Saile may, in Saile’s sole discretion, permit you from time to time to submit, upload, publish, transmit, or otherwise make available to Saile and/or other Users content and/or communications using the Site or Services (collectively, “User Content”). Any User Content provided by you remains your property. However, by providing User Content using the Site or Services, you grant Saile a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Saile’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents, and releases necessary to grant Saile the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing, or otherwise making available of such User Content, nor Saile’s use of the User Content as permitted herein will infringe, misappropriate, or violate a third-party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree not to provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Saile in its sole discretion.

14. LINKS TO OTHER SITES

These Terms of Service govern only your use of the Site and Services and do not apply to any other websites, internet-based services, or browser extensions to which the Site or Services may link, including websites and services of partners, suppliers, affiliates, advertisers, and other third parties (collectively, “Third-Party Sites”). Links to Third-Party Sites are provided solely for your convenience and information. Saile does not endorse, monitor, or verify the accuracy, appropriateness, or completeness of any Third-Party Site. If you access any Third-Party Site, you do so at your own risk and are subject to the terms and privacy policies of that Third-Party Site. Saile encourages you to review the terms and policies of any Third-Party Sites you visit.

You understand and agree to release Saile from any and all liability, direct or indirect, and for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, services, information, or other materials on any Third-Party Site.

4. PAYMENT METHODS

In order to use certain of the Services, a User may be required to provide account information for a valid payment method. For the avoidance of doubt, nothing in this Section 4 shall supersede, amend, or modify the terms of any separate agreement(s) between you and Saile relating to services performed or procured using the Site, including, without limitation, the Provider Independent Contractor Agreement and the Master Services Agreement.

You hereby authorize Saile to run credit card authorizations on all credit cards provided by you, to store credit card and banking or other financial details as your method of payment, and to charge your credit card (or any other payment method) for the fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your payment method information.

By providing payment method information through the Site and authorizing payments with the payment method, you represent, warrant, and covenant that:

1.  You are legally authorized to provide such information;
2. You are legally authorized to make payments using the payment method;
3. If you are an employee or agent of a company or person that owns the payment method, then you are authorized by the company or person to use the payment method to make payments on Saile; and
4. Such actions do not violate the terms applicable to your use of such payment method or any applicable law.

When you authorize a payment using a payment method via the Site, you represent and warrant that there are sufficient funds or credit available to complete the payment using the designated payment method. To the extent that any amounts owed under these Terms of Service cannot be collected from your payment method, you are solely responsible for paying such amounts by other means.

Saile is not liable to any User if a transaction is not completed due to limitations imposed by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit associated with your payment method.

5. COMMUNICATING THROUGH THE SITE OR THE SERVICES

This Section 5 applies to all communications between Users via the Site or Services. Users agree to use the communication services available on the Site to communicate regarding their engagements, including rate negotiations, terms, arrival details, pre-work requirements, and shift coordination.

You are prohibited from using the communication services to post or transmit any unlawful, threatening, libelous, defamatory, obscene, pornographic, illegal, or any material that could constitute conduct that would be considered a criminal offense, could violate the rights of any party, or could otherwise violate any law or give rise to civil or criminal liability.

In all cases, we reserve the right, but are not obligated, to remove any content, message, or transmission you have made for any or no reason, including but not limited to, messages that, in our sole discretion, violate these Terms of Service. We also reserve the right to suspend or permanently deactivate your Account, if we determine, in our sole discretion, that you violate these Terms of Service.

6. WARRANTY DISCLAIMER

EXCEPT AS OTHERWISE AGREED IN WRITING BETWEEN YOU AND SAILE, YOU AGREE NOT TO RELY ON THE SITE, THE SERVICES, ANY INFORMATION ON THE SITE, OR THE CONTINUED AVAILABILITY OF THE SITE. THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SAILE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SITE OR SERVICES, INCLUDING ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING, DATA SECURITY, OR UNINTERRUPTED ACCESS, OR ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION PROVIDED THROUGH THE SITE OR SERVICES. SAILE DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS, INFORMATION, OR MATERIALS, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH THE SITE OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAILE DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 8 (TERMINATION OF TERMS OF SERVICE) STATES YOUR SOLE AND EXCLUSIVE REMEDY AGAINST SAILE WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

7. LIMITATION OF LIABILITY AND INDEMNITY

15. LIMITATION OF LIABILITY

EXCEPT TO THE EXTENT THAT YOU AND SAILE HAVE OTHERWISE AGREED IN WRITING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SAILE, ITS PAST, PRESENT, OR FUTURE PARENTS, SUBSIDIARIES AND AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE   LIABLE, AND YOU AGREE NOT TO HOLD US RESPONSIBLE, FOR, ANY DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF SERVICE, INCLUDING, BUT NOT LIMITED TO:

•  YOUR USE OF OR YOUR INABILITY TO USE OUR SITE OR SERVICES;
•  DELAYS OR DISRUPTIONS IN OUR SITE OR SERVICES;
•  VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING, OR LINKING TO, OUR SITE OR SERVICES;
•  GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN OUR SITE OR SERVICES;
•  DAMAGE TO YOUR HARDWARE DEVICE FROM THE USE OF THE SITE OR SERVICES;
•  THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES USING THE SITE OR SERVICES;
•  REVIEWS, RATINGS, SUSPENSIONS, DEACTIVATIONS, OR OTHER ACTIONS TAKEN WITH RESPECT TO YOUR ACCOUNT;
•  YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF POSTED SHIFTS, USER PROFILES, RATINGS, RECOMMENDATIONS, AND FEEDBACK (INCLUDING THEIR CONTENT, ORDER, AND DISPLAY), COMPOSITE INFORMATION, OR METRICS FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SITE; AND
•  YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THE TERMS OF SERVICE.

IN NO EVENT SHALL SAILE, ITS PAST, PRESENT, OR FUTURE PARENTS, SUBSIDIARIES, AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES, INCLUDING LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THESE LIMITATIONS APPLY TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION IN CONNECTION WITH THESE TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OF ANY CLAIM OR DISPUTE MUST BE PROVIDED WITHIN ONE YEAR OF ITS ACCRUAL OR IT IS FOREVER WAIVED AND TIME BARRED.

SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

16. INDEMNITY

You agree to defend, indemnify, and hold harmless Saile and its past, present, and future parents, subsidiaries, affiliates, and their respective directors, officers, employees, agents, and service providers from any and all losses, claims, liabilities, damages, demands, costs, and expenses, including reasonable attorneys’ fees, arising from or related to your use of the Site or Services, your violation of these Terms of Service, or any User Content you provide, including any third-party claim that your information or materials infringe any third-party proprietary right. This defense and indemnification obligation survives termination of these Terms of Service and your use of the Site or Services. Saile may, at its option, assume control of the defense or settlement of any such claims.

To the maximum extent permitted by applicable law, you hereby release and waive all claims against Saile and its past, present or future parents, subsidiaries, and affiliates or any of their respective directors, officers, employees, agents or content or service providers from any and all liability for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising out of or in any way connected with your use of the Site or Services.

8. TERMINATION OF TERMS OF SERVICE

17. TERMINATION

Except to the extent that you and Saile have otherwise agreed in writing, either of us may terminate these Terms of Service in our sole discretion, at any time, without explanation, upon written notice to the other, except as otherwise provided herein. In the event you properly terminate these Terms of Service, your right to use the Site and Services will be automatically revoked, and your Account will be permanently deactivated. You understand and acknowledge that termination of these Terms of Service (or attempt to terminate these Terms of Service) does not terminate or otherwise impact any obligation to pay outstanding fees. You will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open invoice, whichever is later, to Saile for any Services or such other amounts owed under the Terms of Service.

Without limiting Saile's other rights or remedies, we may, but are not obligated to, temporarily or permanently revoke or limit access to the Site or Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Services to you if:

1. You breach the letter or spirit of any terms and conditions of these Terms of Service or any other provisions of the Terms of Service;

2. We suspect or become aware that you have provided false or misleading information to us;

3. We believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Saile or our affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or

4. We are required to by law, legal process, or law enforcement.

If your Account is deactivated, you may not use the Site under the same Account or a different Account or re-register under a new Account without Saile’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available payment method to pay for any amounts owed by you to the extent permitted by applicable law.

You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of a User’s Account status to all Users, including both yourself and other Users.

18. SURVIVAL

After these Terms of Service terminate as to you, the provisions of these Terms of Service that expressly or by their nature contemplate performance after such termination will survive and continue in full force and effect. Without limiting any other provisions of these Terms of Service, the termination of these Terms of Service for any reason will not release you or Saile from any obligations incurred prior to such termination or that thereafter may accrue in respect of any act or omission prior to such termination.

9. ARBITRATION, GOVERNING LAW, JURISDICTION, AND VENUE

Please read this Section 9 carefully as it affects your legal rights. This Section provides for resolution of most Claims (defined below) through individual arbitration rather than court trials or class actions. Arbitration is more informal than litigation, uses a neutral arbitrator instead of a judge or jury, and involves more limited discovery. Arbitration awards are final and binding and subject to only limited judicial review. This Section also contains class action and jury trial waivers. The class action waiver waives all rights to proceed in any class, collective, consolidated, private attorney general, or representative action in arbitration or litigation, to the fullest extent permitted by law.

19. ARBITRATION

1. Agreement to Arbitrate. You and Saile agree that, except as provided below, any dispute, controversy, or claim arising, or that has arisen, out of or relating in any way to these Terms of Service, including any statutory, common law, or other types of claim, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory (a “Claim”) will be determined by binding individual arbitration or in small claims court, in accordance with this Section 9. This agreement to arbitrate does not cover any claims that cannot be compelled to arbitration as a matter of applicable law, including claims for sexual harassment or sexual assault and certain administrative claims with local, state, or federal government agencies. In addition, nothing in these Terms of Service shall be deemed to excuse a Party from bringing an administrative claim before any agency in order to fulfill the Party’s obligation to exhaust administrative remedies before making a claim in arbitration. Notwithstanding the above, to the extent a Party wishes to pursue a Claim after the administrative proceedings have concluded (or wishes to appeal an administrative decision), and those further proceedings would ordinarily be heard in a court, the Party must resolve those further proceedings through arbitration or in small claims court under these Terms of Service, and not in state or federal court. You understand and fully agree that by entering into this agreement to arbitrate you are giving up your right to have a trial by jury, and are giving up your normal rights of appeal following the rendering of a decision except as applicable law provides for judicial review of arbitration proceedings. You and Saile anticipate that by entering into these Terms of Service, each party will gain the benefits of a speedy and less expensive dispute resolution procedure. Both you and Saile agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. This arbitration provision shall survive termination of these Terms of Service and/or the termination of your relationship with Saile.

2. Class, Collective, and Representative Action Waiver. You agree that you may bring Claims against Saile only in your individual capacity and not as a plaintiff or class member in any purported class, collective, private attorney general, consolidated, or representative proceeding, except as otherwise provided under applicable law. You waive the right to assert or participate in any class, representative, or collective claims against Saile in court, arbitration, or any other proceeding, as well as the right to receive money or any other relief from any class or collective claims against each other in any forum. Each of you and Saile shall only submit their own individual claims against the other and will not seek to represent the interests of any other person. The Arbitrator shall have no jurisdiction or authority to adjudicate any class, representative, or collective claim, or to consolidate different arbitration proceedings with or join any other party to an arbitration between you and Saile. If any portion of this Section 9 is found to be unenforceable or unlawful in any respect or for any reason, or with respect to any particular Claim, then the relevant portion of this Section 9 shall be severed from this arbitration agreement. Any such severance shall have no impact whatsoever on the remainder of this Section 9, and this arbitration agreement will still be fully enforceable as to any and all Claims, which must be resolved in arbitration, unless either you or Saile elects the small claims option under Section 9(e). To the extent that any Claim is deemed to be non-arbitrable, or a court finds that a Claim must proceed on a class, collective, consolidated, or representative basis, that Claim must be litigated in a civil court of competent jurisdiction and not in arbitration, and you and Saile agree that litigation of all such Claims shall be stayed, and any applicable statutes of limitations tolled, pending the outcome of any individual Claims in arbitration.

3. Notice of Claim. Before electing to seek arbitration or filing in small claims court, you must give Saile written notice of any Claim within the applicable statute of limitations for the type of Claim(s) asserted (the “Notice of Claim”). Any Notice of Claim provided to Saile by you must be sent to Saile at [email protected]. Any Notice of Claim provided to you by Saile will be sent to your current residential address on file with Saile, if any. The Notice of Claim must: (i) include the contact information (including name, address, email address and telephone number), (ii) identify and describe the nature of all Claims asserted and the facts upon which such Claims are based and (iii) provide a detailed description of the relief sought, including a good faith calculation for it. You agree that, after a Notice of Claim is sent but before either you or Saile initiate arbitration or file a claim in small claims court against the other, you will personally meet with Saile, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Claim covered by this arbitration agreement. You agree to participate in the conference personally, and Saile agrees to have a company representative participate in the conference. If either you or Saile is represented by counsel with respect to any Notice of Claim, that counsel may participate in the conference as well. The statute of limitations and any filing fee deadlines shall be tolled while you and Saile engage in the informal dispute resolution process required by this paragraph. If the you and Saile do not reach an agreement to resolve the Claim within sixty (60) days after the Notice of Claim is received, you or Saile may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filing a Claim in small claims court. You agree that you may not commence any arbitration or file a Claim in small claims court unless you have complied with this provision and made a good faith effort to resolve your Claim directly with Saile during that time.

4. Arbitration Procedures. The arbitration will be conducted by the AAA before a single AAA Arbitrator under the AAA’s rules, which are available at www.adr.org, except as modified by this Agreement or otherwise agreed between you and Saile. Arbitration shall be held in the county in which you have entered into this contract (or at another mutually agreed location) before a single Arbitrator. The Arbitrator will be selected by mutual agreement of you and Saile or, if you and Saile are unable to agree on an Arbitrator, using the following procedure: (i) the AAA will send the you and Saile a list of ten candidates; (ii) if you and Saile cannot agree on an arbitrator from the list, each of you and Saile shall return its list to the AAA within 10 days, striking all unacceptable candidates and ranking the remaining candidates in order of preference; (iii) the AAA shall appoint as Arbitrator the candidate with the highest aggregate ranking; (iv) if this procedure does not result in any mutually acceptable candidates, AAA shall send a second list of ten candidates and you and Saile shall repeat steps (ii) and (iii); and (iv) if the second round of this procedure still does not result in any mutually acceptable candidates, the AAA may exercise its discretion in appointing the Arbitrator. The Arbitrator shall have exclusive authority to resolve any dispute relating to the validity, enforceability, or scope of these Terms of Service and the arbitrability of any dispute between you and Saile with the exception of Section 9(b), which is to be determined by a court of competent jurisdiction and not by the Arbitrator. The Arbitrator shall permit discovery sufficient to permit a full and fair exploration of the issues consistent with the streamlined nature of arbitration and shall provide you and Saile with a reasoned written decision explaining his or her factual and legal findings and conclusions. Any arbitral award determination shall be final and binding upon you and Saile and subject to judicial review pursuant to the law applicable to judicial review of arbitration proceedings. The award shall be binding only among you and Saile and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. Saile will pay all costs unique to arbitration, including the Arbitrator’s fees and any portion of your AAA filing fee that exceeds the filing fee for a civil action in court. Saile will not seek to recover its attorneys’ fees and costs in arbitration from you unless the Arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Judgment on the Arbitrator’s award may be entered in any court of competent jurisdiction.

5. Small Claims Option. Either you or Saile can seek to have a Claim resolved in small claims court if all the requirements of the small claims court are satisfied. Either you or Saile may seek to have a Claim resolved in small claims court in the county in which you have entered into this contract, and you may also bring a Claim in small claims court in the Superior Court of Delaware, County of Delaware. If a Claim qualifies for small claims court, but you or Saile commence an arbitration proceeding, you and Saile agree that either party may elect instead to have the Claim resolved in small claims court, and upon written notice of a party’s election, the American Arbitration Association (“AAA”) will administratively close the arbitration proceeding. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator.

6. Relief Available in Arbitration. Unless you or Saile seek to have a Claim resolved in small claims court, the Arbitrator shall determine all issues of liability on the merits of any Claim asserted by you or Saile and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual Claim. To the extent that you or Saile prevails on a Claim and seeks public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. You agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claim in arbitration. Before a court of competent jurisdiction issues any public injunctive relief, it shall review the factual and legal findings of the arbitration award on which any injunction would issue with no deference to the Arbitrator.

7. Arbitration Fees. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. You are required to pay the AAA’s initial filing fee, but Saile will reimburse you for this filing fee at the conclusion of the arbitration to the extent it exceeds the fee that you would have to pay to file a complaint in federal or state court in the county in which you receive these Terms of Services or in the State of Delaware, whichever amount is greater. If the Arbitrator finds that either your Claim or the relief sought in your Demand for Arbitration was frivolous, was brought for an improper purpose, or otherwise violates the standards set forth in Federal Rule of Civil Procedure 11(b), then the payment of all fees will be governed by the AAA Rules and Saile will not reimburse your initial filing fee. You agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to you or Saile and you and Saile waive any objection to such fee modification.

20. GOVERNING LAW, JURISDICTION, AND VENUE

To the fullest extent permitted by law, these Terms of Service and all related documents, including all schedules and all matters arising out of or relating to these Terms of Service, whether in contract, tort, or statute, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.

Notwithstanding the foregoing, the dispute resolution provisions in Section 9 shall be governed by the Federal Arbitration Act.

Except where prohibited by law and except for claims that are heard in accordance with Section 9, above, any claims arising out of or relating in any way to these Terms of Service that for whatever reason are not required to be arbitrated or filed in small claims court will be litigated exclusively in the state or federal court in Delaware. You and Saile all consent to venue and personal jurisdiction in Delaware, and waive any claim that such courts constitute an inconvenient forum.

10. GENERAL

21. ENTIRE AGREEMENT

These Terms of Service set forth the entire agreement and understanding between you and Saile relating to the subject matter hereof and, except as provided below, cancel and supersede any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, with respect to such subject matter. However, notwithstanding the foregoing, nothing in these Terms of Service shall supersede, amend, or modify the terms of any separate agreement(s) between you and Saile relating to services performed or procured using Saile’s marketplace, including, without limitation, any Provider Independent Contractor Agreement or the Master Services Agreement.

The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Saile drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Saile because of the authorship of any provision of the Terms of Service.

22. MODIFICATIONS; WAIVER

No modification or amendment to the Terms of Service will be binding upon Saile unless it is agreed to in a written instrument signed by a duly authorized representative of Saile or posted on the Site by Saile. Email will not constitute a written instrument as contemplated by this Section 10.2. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of these Terms of Service.

23. ASSIGNABILITY

You may not assign the Terms of Service, or any of its rights or obligations hereunder, without Saile’s prior written consent in the form of a written instrument signed by a duly authorized representative of Saile. Saile may freely assign these Terms of Service without your consent. Any attempted assignment or transfer in violation of this Section 10.3 will be null and void.

Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

24. SEVERABILITY; INTERPRETATION

If and to the extent any provision of these Terms of Service is held to be illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective only as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

25. FORCE MAJEURE

The parties to these Terms of Service will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.

26. PREVAILING LANGUAGE AND LOCATION

The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.

27. CONSENT TO USE ELECTRONIC RECORDS

In connection with the Site and Services, you may be entitled to receive, or we may otherwise provide, certain records from Saile or our affiliates or service providers, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.