Terms and Conditions
Certain features of the Service may also have their own specific terms and conditions that you agree to when you sign up for that particular product, function, or service ("Specific Terms of Service"). A Specific Terms of Service supplements this Agreement, but if any term of this Agreement expressly conflicts with any term of a Specific Terms of Service, the conflicting term in the Specific Terms of Service will control but only with respect to the applicable product, function or service. All other terms and conditions in both this Agreement and the Specific Terms of Service will remain in force.
This Agreement contains an Arbitration provision, which will, with limited exception, require you to submit disputes you have against Scrubfly to binding and final arbitration. You will only be permitted to pursue claims against Scrubfly on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
Types of Users:
Scrubfly has different roles with respect to different types of Users and "you" as used in this agreement will apply to visitors who browse the Service and the Scrubfly website, and individuals who access and use the Service on their own individual behalf and/or on behalf of a company.
Users that are "Healthcare Companies" or "Job Posters":
- If you use the Service to search for employees, post jobs, you are an "Employer" (also sometimes referred to as "Company"or other designation if you signed a paper contract and/or accepted any applicable Specific Terms of Service).
- We may also sometimes refer to an Employer as a "Job Poster"when it is using the Service to post jobs
In addition to the rest of this Agreement, please review the terms of Section 9 carefully if you are using the Service as an Employer.
Users that are "Healthcare Professionals", "Nurses", "Job Seekers", "Prospective Employees" or "Employees":
- If you use the Service to register for job alert emails, upload your credentials, or otherwise search for or apply for jobs, you are a"Job Seeker"
In addition to the other provisions of this Agreement, please review the terms of Section 8 carefully if you are using the Service as a Job Seeker, Healthcare Professional, Nurse, Prospective Employee or Employee.
2. USE OF OUR SERVICE
You may use the Service only if you are at least eighteen (18) years of age and can form a binding contract with Scrubfly, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 18 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by Scrubfly, unless we provide such Users with specific written authorization to re-use the Service. If you use Scrubfly on behalf of a company, organization, or other entity, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity's behalf. You must not be a competitor of Scrubfly or use our Service for reasons that are in competition with Scrubfly or otherwise to replicate some or all of the Service for any reason.
B. SERVICE FUNCTIONALITY
The Service gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts or services for different types of Users. You may never use another User's account without permission.
In some parts of the Service, we may ask for your consent to contact you by telephone. By granting such consent, you authorize Scrubfly to contact you by telephone at the number(s) you have provided, and acknowledge that Scrubfly may do so using an automatic telephone dialing system or an artificial or prerecorded voice. You may revoke consent to be contacted by telephone by emailing [email protected] and including the wording "Revocation of Telephone Consent" in the subject line. Consent to being contacted by telephone is not required as a condition of using the Service or of purchasing any other property, goods, or services from Scrubfly.
By using the Service, you acknowledge that we do not have control over the quality, timing, or legality of the information uploaded to the Service or requested by Users. In addition, you acknowledge that we do not have control over the integrity, responsibility or actions of Job Seekers, Healthcare Professionals, Nurses, Prospective Employees, Employees or Employers.
You acknowledge and agree that Scrubfly may use third party vendors and/or partners to provide the Service (or any portion of the Service) to you and share personal information with such third parties as necessary in order to provide the Service to you and your Employees.
C. USER ACCOUNTS
The information in this section applies to all User accounts ("Account"). You may control your profile information and how you interact with the Service by changing the settings in your Settings page. When creating your Account or uploading information to the Service through your Account, you represent and warrant that you will provide accurate and complete information. You are solely responsible for the activity that occurs on your Account, and you must keep your account password secure. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Scrubfly immediately of any breach of security or unauthorized use of your account. Scrubfly will not be liable for any losses caused by any unauthorized use of your Account.
D. SERVICE RULES
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping"; (ii) using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the Scrubfly servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Scrubfly grants the operators of public search engines revocable permission to use spiders to copy materials from Scrubfly.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information from the Service, except as expressly permitted by the features of the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service (for paid services). We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, commit fraud or other abuse using the Service, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
You are solely responsible for your interactions with other Scrubfly Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Scrubfly shall have no liability for your interactions with other Users, or for any User's action or inaction. Scrubfly shall have no obligation to you to enforce this Agreement against any other User.
3. USER CONTENT
The Service may allow Users to post content that may be viewable by other Users, including job and company information, job postings, application information, logos, trademarks, comments, questions, and other content or information ("User Content").
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you or to any other person; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you submit or post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. If you are an Employer uploading a job posting to the Service, you further agree that such job posting shall not contain any personally identifiable information. Scrubfly reserves the right, but is not obligated, to reject and/or remove any User Content that Scrubfly believes, in its sole discretion, violates these provisions. For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit or post, that the use by Scrubfly of your User Content will not violate any law or infringe the rights of any third party, and that to the best of your knowledge, your User Content and any other information that you provide to us is truthful and accurate.
Scrubfly takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it. You agree that Scrubfly is only acting as a passive conduit for the online distribution and publication of your User Content, and has no obligation to screen job postings, or any other type of content or information. However, Scrubfly may review and not display on, or remove any content from, the Service that (w) violates this Agreement or any other agreement you have with Scrubfly, or violates applicable laws, rules or regulations, (x) is abusive, disruptive, offensive or illegal, (y) violate the rights of, or harms or threatens the safety of, Scrubfly users or members or (z) was purchased by fraudulent credit cards.
You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, or otherwise unsuited to your purpose, and you agree that Scrubfly shall not be liable for any damages you allege to incur as a result of User Content.
4. USER CONTENT LICENSE GRANT
By posting and or otherwise providing any User Content, you expressly grant, and represent and warrant that you have a right to grant, to Scrubfly, a royalty-free, sublicensable (including to other users and in the case of job posting content, transferable, irrevocable, non-exclusive, worldwide license to use, reproduce, adapt, list information regarding, edit, translate, publicly perform, publicly display, and make derivative works of all such User Content in whole or in part, and in any form, media or technology, whether now known or hereafter developed. This license continues even if you stop using our Service, and if you are an Employer, you acknowledge and agree that Scrubfly has no obligation, and may be unable, to remove your job postings (including any intellectual property contained therein) once they have been (i) distributed to Distributors, (ii) listed in search engine results, or (iii) incorporated into fixed media displays of Scrubfly, and in each case (i) to (iii) above, the license grant from you above will be perpetual and irrevocable for such uses. To the extent your User Content is a trademark, trade name, service mark or service name protected by law, the foregoing license also extends to the use by Scrubfly to identify you as a Service User as contemplated by the Service. Further, to the extent you have given Scrubfly the right to access certain User Content that is present on another website or service you own or control, you give Scrubfly the right to scrape such website as required to retrieve such User Content for use on the Service as contemplated in the license grants above.
5. END USER LICENSE GRANT
A. SCRUBFLY SERVICE
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable license to use the Service. Scrubfly reserves all rights not expressly granted herein in the Service and the Scrubfly Content (as defined below). Scrubfly may terminate this license at any time for any reason or no reason.
B. MOBILE SOFTWARE
We make available software to access the Service via a mobile device ("Mobile Software"). To use the Mobile Software you must have a mobile device that is compatible with the Mobile Service. Scrubfly does not warrant that the Mobile Software will be compatible with your mobile device. Scrubfly hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one Scrubfly account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Mobile Software. You acknowledge that Scrubfly may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and Scrubfly or its third party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Scrubfly reserves all rights not expressly granted under this Agreement. If the Mobile Software is being acquired on behalf of the United States Government, then the following provision applies. Use, duplication, or disclosure of the Mobile Software by the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. The Mobile Software originates in the United States, and is subject to United States export laws and regulations. The Mobile Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Software and the Scrubfly Service.
(1) Mobile Software from Apple App Store. The following applies to any Mobile Software you acquire from the Apple App Store or its successors ("Apple App Store-Sourced Software") as operated by Apple Inc. or one of its affiliates ("Apple"): To the extent the other terms and conditions of the Agreement are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect the Apple App-Store Software. You acknowledge and agree that this Agreement is solely between you and Scrubfly, not Apple, and that Apple has no responsibility for the Apple App-Store Software or content thereof. Your use of the Apple App-Store Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple App-Store Software. In the event of any failure of the Apple App-Store Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple App-Store Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple App-Store Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Scrubfly as provider of the software. You and Scrubfly acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple App-Store Software or your possession and/or use of the Apple App-Store Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple App-Store Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to Scrubfly as provider of the Apple App-Store Software. You acknowledge that, in the event of any third party claim that the Apple App-Store Software or your possession and use of that Apple App-Store Software infringes that third party's intellectual property rights, Scrubfly, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and Scrubfly acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of this Agreement as relates to your license of the Apple App-Store Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the Apple App-Store Software against you as a third party beneficiary thereof.
(2) Mobile Software from Google Play. If you acquire any Mobile Software from Google Play (or its successors) operated by Google, Inc. or one of its affiliates ("Google"), then to the extent of any conflict between (a) the Google Play Terms of Service and the Google Play Business and Program Policies or such other terms which Google designates as default end user license terms for Google Play (all of which together are referred to as the "Google Play Terms), and (b) the other terms and conditions in this Agreement, the Google Play Terms shall apply with respect to your use of any Mobile Software that you acquire from Google Play. Scrubfly and you hereby acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by Scrubfly or you (or any other user) under this Agreement or the Google Play Terms.
6. OUR PROPRIETARY RIGHTS
The Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content (the, "Scrubfly Content"), and all Intellectual Property Rights related thereto, are the exclusive property of Scrubfly and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under, any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the Scrubfly Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
You agree that any feedback, comments, or suggestions you may provide regarding Scrubfly or the Service are entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
7. PAID SERVICES
A. BILLING POLICIES
Certain aspects of the Service may be provided for a fee or other charges applied to Healthcare Companies. If you elect to use paid features of the Service, you agree to the pricing and payment terms for the applicable Service, as both sides agreed in Service Agreement.
Scrubfly may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. We may also provide certain services via our third party partners and you agree, that your use of such third party services is subject to the contractual (including payment) terms presented by such third parties should you wish to use their services. You further agree that Scrubfly has no responsibility for such third party services and your use of such services is entirely at your own risk. Any change to the fees for paid services shall become effective in the billing cycle following notice of such change to you as provided in this Agreement.
B. NO REFUNDS
You may cancel your User account at any time after 90 days of such request; however, there are no refunds for cancellation. In the event that Scrubfly suspends or terminates your account or this Agreement for your breach of this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.
All fees and payment terms will be discussed in detail, prior Service Agreement signature.
C. PAYMENT INFORMATION; TAXES
All information that you provide in connection with a purchase or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes relating to such purchases or other monetary transaction interactions.
If at any time Scrubfly is required by a taxing authority to pay any taxes not previously collected from you, you will promptly submit such taxes (including applicable penalties and interest, if any) to Scrubfly upon written notice.
Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by Scrubfly in collecting delinquent amounts, except where the delinquent amounts are due to billing inaccuracies.
8. PROVISIONS SPECIFIC TO USERS THAT ARE JOB SEEKERS, PROSPECTIVE EMPLOYEES, OR NURSES
The provisions of this Section 8 of the Agreement are specific to Users that use the Service as Job Seekers, Prospective Employees or Employees.
A. JOB APPLICATIONS
As a Job Seeker, you can (i) use the Service to search for jobs, (ii) apply for jobs ("Job Applications") that are listed on the Service ("Job Listings"), (iii) receive job alert notifications ("Job Alerts"). You have to Accept job to submit a Job Application through your mobile device.
Please note that once you have submitted a Job Application your information will be shared with the Employer that posted the Job Listing. You should therefore ensure that the information you provide is complete and accurate, and only contains information you are comfortable sharing with Employers.
B. INTERACTIONS WITH EMPLOYERS
You are solely responsible for your interactions with Employers that you contact, or that contact you. Please note that there are risks, including but not limited to the risk of physical harm, that may arise when dealing with strangers, including persons who may be acting under false pretenses. You should therefore use caution with regard to the information you elect to share as part of your User Profile or in a Job Application or resume that you provide through the Service. Only list the contact information that you are comfortable disclosing to Employers and other Users of the Service.
Although Scrubfly requests that Employers maintain the confidentiality of the Job Applications and they receive through the Service, Scrubfly cannot and does not guarantee that the information you provide to Employers through the Service as part of a Job Application will be held in confidence or properly secured by each applicable Employer. In addition, Scrubfly takes no responsibility and assumes no liability for any Job Listing that any Employer posts, sends or provides via the Service. You agree that Scrubfly is not responsible or liable for the conduct of any Employer.
9. PROVISIONS SPECIFIC TO USERS THAT ARE EMPLOYERS
The provisions of this Section 9 of the Agreement are specific to Users that use the Service as Employers.
A. EMPLOYERS USING THE JOB POSTING PORTION OF THE SERVICE
If you are an Employer, you agree that you will not use the Service to post or promote any position that: contains inaccurate, false, or misleading information; includes any screening requirement or criterion in connection with a job posting where such requirement or criterion is not an actual and legal requirement of the posted job; contains content that violates applicable laws. When using the Service, you are responsible for ensuring that your use of the Service is in compliance with applicable law.
B. EMPLOYER JOB POSTINGS
If you create an Employer Account to post a job opening, we will make reasonable efforts to distribute your job posting You are solely responsible for interviewing, performing background and reference checks on, verifying information provided by, and selecting an appropriate candidate.
C. AUTHORIZED USERS
As an Employer, you are responsible for all activity, acts or omissions of any of your personnel that have an Account to use the Service (each, an "Authorized User") and you agree to abide by the following rules:
- Ensure that Accounts are not shared between your personnel or with any other third parties
- Ensure that Accounts are not sold or licensed; you will not charge, or receive payment, in cash or in kind, from any individual or entity for use of, or access to, any portion of the Service
- Ensure that Authorized Users comply with this Agreement, and promptly notify Scrubfly of any suspected or alleged violation of this Agreement including any unauthorized use of any password or account or any other known or suspected breach of security
- Cooperate with Scrubfly with respect to: (i) investigation by Scrubfly of any suspected or alleged violation of this Agreement and (ii) any action by Scrubfly to enforce this Agreement. Scrubfly may suspend or terminate an Authorized User's access to the Service in the event that Scrubfly reasonably determines that such Authorized User has violated this Agreement or appears likely to do so.
D. REMOVAL OF JOB LISTINGS
You acknowledge and agree that Scrubfly may, with no liability or penalty, remove any Job Listing, content, communication or information posted, which in the sole judgment of Scrubfly, violates or may violate this Agreement, applicable laws, rules or regulations; third party terms, or may adversely affect Scrubfly; is false, inaccurate, misleading, deceptive, fraudulent, libelous, defamatory, immoral, offensive, obscene, pornographic, disruptive, threatening, abusive or illegal; or which may violate or lead to the violation of the rights of, or harms or threatens the safety and privacy of any third party.
Scrubfly cares about the integrity and security of your personal information. We cannot, however, guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
11. THIRD-PARTY LINKS AND SERVICES
You agree to defend, indemnify and hold harmless Scrubfly and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties herein; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vi) any other party's access and use of the Service with your account or log-in information.
You will reimburse us for all losses, damages, costs and expenses (including court costs and reasonable legal fees) caused by the negligence or willful misconduct of you or your employees, contractors or agents including, but not limited to, failure to maintain confidentiality of personal information, the sending of any personal information over the Internet without encryption or without other appropriate security protections, or breach of any agreement, representation, warranty or covenant herein.
13. NO WARRANTY
SCRUBFLY DOES NOT GUARANTEE ANY RESULTS FROM USING THE SERVICE. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN OPTION AND RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ANY INFORMATION, DOCUMENTS, OR MATERIAL THAT MAY BE POSTED ON, OR AVAILABLE THROUGH, THE SERVICE ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO REPLACE OR BE A SUBSTITUTE FOR ANY PROFESSIONAL FINANCIAL, MEDICAL, LEGAL, TAX, INSURANCE, COMPLIANCE, OR OTHER ADVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SCRUBFLY OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, SCRUBFLY, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN OPTION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
SCRUBFLY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A USER OR THIRD PARTY THROUGH THE SCRUBFLY SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND SCRUBFLY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND A USER OR THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
SCRUBFLY DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO, BUT IS NOT LIMITED TO, THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPPA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW. SCRUBFLY SPECIFICALLY DISCLAIMS THAT SCRUBFLY IS ANY MANNER ACTING AS, OR AGREES TO WARRANT ANY COMPLIANCE WITH THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 ("ERISA") OR OTHERWISE THAT SCRUBFLY IS A FIDUCIARY, TRUSTEE, 'ADMINISTRATOR' OR 'NAMED FIDUCIARY' UNDER ANY CLIENT OR CLIENT ADMINISTERED, AUTHORIZED USER EMPLOYEE BENEFIT PLAN.
14. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SCRUBFLY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL SCRUBFLY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCRUBFLY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; (VII) USER CONTENT OR (VIII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY. IN NO EVENT SHALL SCRUBFLY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO SCRUBFLY HEREUNDER OR USD $10, WHICHEVER IS LESSER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SCRUBFLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
15. AGREEMENT TO ARBITRATE
A. BINDING ARBITRATION
This Section 17 is referred to in this Agreement as the "Agreement to Arbitrate". Unless you opt-out pursuant to the opt-out procedures set forth below, you agree that any and all disputes or claims that have arisen or may arise between you and Scrubfly or its affiliates, whether relating to the Service, this Agreement (including any alleged breach thereof), or otherwise (each a "Dispute"), shall be resolved exclusively through final and binding arbitration, rather than a court in accordance with the terms of this Agreement to Arbitrate. Your rights will be determined by a neutral arbitrator, not a judge or jury. YOU UNDERSTAND THAT ABSENT THIS AGREEMENT TO ARBITRATE, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), including the AAA's Supplementary Procedures for Consumer-Related Disputes, each available at www.adr.org, or such other alternative dispute resolution body and arbitration rules that may be mutually agreed upon by you and Scrubfly. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and Scrubfly may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.
You and Scrubfly agree that any arbitration shall be limited to the Dispute between Scrubfly and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) 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.
C. EXCEPTIONS TO INFORMAL NEGOTIATIONS AND ARBITRATION
You and Scrubfly agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or Scrubfly intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.
D. 30 DAY RIGHT TO OPT OUT
You have the right to opt-out and not be bound by the arbitration provisions set forth in Section 17 above by sending written notice of your decision to opt-out to the Scrubfly contact information listed at the bottom of this Agreement. The notice must be sent to Scrubfly within thirty (30) days of your registering to use the Service or agreeing to these terms, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.
A. GOVERNING LAW AND LOCATION
The Service is controlled and operated by Scrubfly from within the United States of America. Scrubfly makes no representations that the Service or the materials available via the Service, are appropriate or available for use in other locations outside of the United States. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with all United States of America laws as well as local laws, if and to the extent local laws are applicable.
You agree that the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Scrubfly, either specific or general, in jurisdictions other than California. This Agreement and any Disputes shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. An arbitrator shall not be bound by rulings in prior arbitrations involving different Users, but is bound by rulings in prior arbitrations involving the same User to the extent required by applicable law. All arbitration and other litigation in a court of competent jurisdiction of any dispute between you and Scrubfly related to this Agreement shall be located in Los Angeles County, California.
You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Scrubfly without restriction.
C. RELATIONSHIP OF THE PARTIES
Nothing in this Agreement shall be construed as making either party the partner, joint venturer, employer, contractor or employee of the other. Neither party shall have, or hold itself out to any third party as having any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound.
D. NOTIFICATION PROCEDURES
Scrubfly may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Scrubfly in its sole discretion. Scrubfly reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Scrubfly is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
E. ENTIRE AGREEMENT/SEVERABILITY
This Agreement, together with any amendments and any additional agreements you may enter into with Scrubfly in connection with the Service, shall constitute the entire agreement between you and Scrubfly concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
F. NO WAIVER
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Scrubfly's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
If you have any questions about this Agreement, the practices of this site, or your dealings with this website, please contact us at [email protected].