Updated September 15, 2023
END USER TERMS OF SERVICE
Your use of the Insight mobile or web application, including their respective software and contents (collectively, the “App”), is subject to the terms and conditions set forth in these End User Terms of Service (the “Terms”). By using the App, you agree to these Terms. If you do not agree with these Terms, you must immediately cease using the App.
PLEASE REVIEW THESE TERMS CAREFULLY BEFORE USING THE APP. THESE TERMS INCLUDE IMPORTANT PROVISIONS, SOME OF WHICH LIMIT YOUR RIGHTS AND GOVERN THE RESOLUTION OF ALL DISPUTES RELATING TO YOUR USE OF THE APP.
1. OWNERSHIP. The App is the confidential and proprietary property of American Health Technology Group, LLC (“we,” “us,” and “our”) and is protected under applicable copyright, patent, trademark, and other proprietary rights. Our clients license the App from us and make it available to you for use in connection with staffing opportunities and placements. You do not, and will not, under any circumstances, acquire any ownership rights or other interest in the App.
2. LIMITED LICENSE.
2.1 License. Subject to these Terms, we grant you a limited, revocable, nonexclusive, and nontransferable license to use the App solely to search for, review, and inquire about open assignments, collect and store documents required to be placed on assignment, and track your assignment history (the “Limited License”). Except for the Limited License, no other license or right is granted to you, and you may not use the App for any other purpose.
2.2 Intellectual Property Rights. Other than the Limited License granted to you, all rights, title, and interest in and to the App, including all rights under U.S. and international intellectual property laws, including copyrights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws, reside solely with us. Nothing within the App should be construed as granting, by implication, estoppel or otherwise, any license or right to use any such intellectual property rights without our prior written consent. Our trademarks may not be used in any way, including in advertising, without our prior written permission.
2.3 Modification; Termination. We may temporarily or permanently modify or discontinue the App or any content or function of the App with or without notice to you. We may terminate your Limited License and access to the App anytime for any reason. You understand and agree that we may also discontinue your ability to access or use the App in connection with any actual or suspected unauthorized or fraudulent use of the App or violation of these Terms. In addition, we may cancel your account and delete all of the content associated with your account at any time and without notice if we deem that you have violated these Terms, the law, or for any other reason. We assume no liability for any information removed from the App. We reserve the right to suspend, restrict, or block your access to your account and seek all remedies available by law and in equity for violations of any of these Terms. You agree that you do not have any rights to the App and that we will not have any liability to you if we discontinue the App or limit or discontinue your ability to access or use the App.
2.4 Duration of License. The Limited License granted to you commences when you first use the App and continues until the App is discontinued, you stop using the App, or we terminate your access to the App, whichever occurs first.
3. LIMITED USE.
3.1 No Minors. You must be at least 18 years of age to use the App. If you are younger than 18 years of age, you cannot use the App.
3.2 Personal Use Only. The App is for your personal use only. You will not allow any third parties to use the App, including, without limitation, any other temporary workers or staffing agencies. In connection with the use of the App, you agree not to sell, license, sublicense, rent, distribute, reproduce, transmit, publicly display, publicly perform, publish, adapt, create derivative works from, or otherwise commercially exploit the App, in whole or in part. You will not allow any third parties to use the App.
3.3 Acceptable Use. You also agree not to use the App for any unauthorized commercial purpose or for any fraudulent or otherwise tortious or unlawful purpose.
3.4 No Sharing of Credentials. You are responsible for ensuring the confidentiality and security of your user account and log-in credentials. You may not share your credentials with any other person or entity whatsoever. We are not liable for any damage or loss you may incur due to someone else using your password or account, either with or without your knowledge or permission. You agree to update and revise your password and contact us immediately if you believe that your password has been lost or stolen, that someone has improperly accessed your account without your permission, or that the security of your account has been compromised in any way.
3.5 Information You Submit. All information you submit to the App must be accurate, truthful, and complete. You may not submit information that is illegal, harassing, hateful, derogatory, pornographic, dishonest, or harmful to others. You may not impersonate any other individual when using or submitting information to the App.
3.6 Compliance with Law; No Alterations to App. You agree to comply with all applicable laws when using the App. You may not edit, alter, abridge, reverse engineer, decompile, decode, decrypt, disassemble, or derive source code from the App or otherwise change the App.
4. ACCOUNT AND PASSWORD. You may be required to set up an account in order to access or use some of the features and services within the App. To establish an account, you must complete the account registration process and provide us with the current, complete, and accurate information we request. You have an ongoing responsibility to keep your registration and account information current, accurate, and complete. You will be asked to select a username and password as part of the registration process. Your password has the same effect as your written signature in connection with your account within the App and can be used to access your account information. You are solely and entirely responsible for keeping your username, password, and other account information confidential. You are solely and entirely responsible for any and all activities that occur under your account. We may discontinue or suspend your account in connection with any actual or suspected unauthorized or fraudulent use of your account. We reserve the right to seek all remedies available by law and in equity for violations of any of these Terms, including suspending or blocking your access to your account.
5. RESTRICTION ON YOUR USE OF THE APP. You agree that by accessing or using the App that you will not misuse any function of or content on the App. You may not copy, reproduce, use, or transmit any portion of the App in any form or by any means without our prior written permission. Any misuse or unauthorized use of the App, including any content therein, is prohibited and may violate or infringe upon our rights. Access to and use of secure areas of the App, including password-protected areas, is restricted to authorized users only. If you attempt to access these areas of the App without the proper authorization, you may be subject to civil and criminal proceedings. Violations of system or network security may also result in civil or criminal liability. We will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement in prosecuting users who are involved in such violations. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the App or any activity being conducted on the App.
6. PRIVACY POLICY. Your privacy is important to us. Our Privacy Policy governs the use of information provided to us via the App. Our Privacy Policy also contains information about how we gather information from you and how we share that information. For more information, please refer to our Privacy Policy at https://ahs.staffwithinsight.com/Home/Privacy. We may use and assign all information provided by you in any manner consistent with our Privacy Policy and applicable law.
7. INDEMNIFICATION. You agree to indemnify and defend us and our parent companies, affiliates, clients, partners, and licensees, and our and their respective owners, directors, officers, employees, licensees, and agents against any and all liabilities, losses, claims, and expenses, including reasonable attorney fees, related to your violation of these Terms.
8. WARRANTY DISCLAIMERS. WE DO NOT WARRANT THAT ANY FUNCTION OF THE APP WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE APP IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE APP IS PROVIDED “AS IS,” AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
9. LIABILITY LIMITATIONS. NEITHER WE NOR OUR PARENT COMPANIES, AFFILIATES, CLIENTS, OR LICENSEES WILL BE LIABLE FOR ANY DAMAGES, INJURIES, COSTS, OR EXPENSES OF ANY KIND DIRECTLY OR INDIRECTLY RELATED TO OR ARISING FROM ERRORS, DEFECTS, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR ACCOUNTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT CAUSED BY EVENTS BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, OUTAGES, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO RECORDS WITHIN THE APP OR YOUR ACCOUNT. THESE LIMITATIONS AND EXCLUSIONS OF LIABILITY MAY NOT APPLY TO YOU IF THE GOVERNING LAW DOES NOT ALLOW SUCH LIMITATIONS OR EXCLUSIONS.
10. MODIFICATIONS TO TERMS. You cannot modify these Terms without our written approval. We reserve the right to change these Terms from time to time at our sole discretion and without giving you any advance notice. If we change these Terms, your use of the App will be governed by the version of these Terms then in effect, and your use of the App constitutes your agreement to and acceptance of any changes. Any modifications to these Terms are effective upon posting these updated Terms to the App. You acknowledge and agree that you should periodically review these Terms. We may add new or modified functionality or features to the App that may require your acceptance of new or additional terms before use. If, at any time, you do not agree to any of these Terms because they have changed, then you should not use the App. Our failure to enforce any right under these Terms is not a waiver of such rights.
11. DURATION OF TERMS. These Terms are effective to you when you first use either the Insight web app or mobile app and continue until both the Insight web app and mobile app are discontinued.
12. SEVERABILITY. If any provision of these Terms is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
13. GOVERNING LAW AND DISPUTE RESOLUTION.
13.1 Governing Law. These Terms, the App, your use of the App, the Privacy Policy, and your information obtained or submitted through the App are governed by and will be construed in accordance with the laws of the State of Oklahoma without regard to its conflicts of law provisions except for an issue that the state in which you reside does not allow the application of Oklahoma law. In that instance, the governing law for that issue will be the law of the state in which you reside.
13.2 Agreement to Arbitrate. You and we agree that in the event of any dispute relating to these Terms, the App, your use of the App, the Privacy Policy, or your information obtained or submitted through the App (each a “Dispute” and collectively, “Disputes”), you shall first attempt to resolve any such Dispute with us (including our affiliates, parent companies, clients, and licensees, if applicable) through informal negotiations before resorting to any other form of dispute resolution. If these negotiations are unsuccessful, then you and we mutually consent to the resolution by final and binding arbitration of all claims (common law or statutory) regarding Disputes that we may have against you or that you may have against us or our affiliates, parent companies, clients, or licensees. You and we expressly waive the right to have a court or jury trial on any arbitrable claim. However, this agreement to arbitrate does not require arbitration of any claim that under the governing law (after application of Federal Arbitration Act preemption principles) cannot be made subject to a pre-dispute agreement to arbitrate claims.
13.3 Class Action Waiver. Any arbitration or litigation relating to or arising from a Dispute shall occur on an individual basis only. YOU AND WE AGREE THAT ANY ARBITRATION OR LITIGATION SHALL BE IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR A CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AND WE WAIVE THE RIGHT TO INITIATE, PARTICIPATE IN, AND RECOVER THROUGH ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIVE CLAIM FOR ALLEGED VIOLATION OF THE CALIFORNIA PRIVATE ATTORNEYS GENERAL ACT OF 2004 (“PAGA”).
13.4 Arbitration Rules and Location. The Federal Arbitration Act (“FAA”) shall govern all arbitrations. If, for any reason, the FAA does not apply, the arbitration law of Oklahoma shall apply. Any unresolved Disputes will be finally resolved by binding arbitration through the platform provided by New Era ADR, Inc. (https://neweraadr.com and its platform available at http://app.neweraadr.com) (the “New Era Platform”) in accordance with its rules and procedures for Virtual Standard Arbitrations by a professional neutral with substantial experience in resolving commercial disputes (the “Neutral”). The Neutral shall be chosen in accordance with the rules and procedures of the New Era Platform. The arbitration will be virtual and the Neutral shall issue a reasoned decision in accordance with the rules of the New Era Platform. Any court of competent jurisdiction may enter judgment upon the decision, either by (i) confirming the decision or (ii) vacating, modifying, or correcting the award on any ground provided in the FAA or, if the FAA is not applicable, then the arbitration law of Oklahoma.
13.5 Arbitration Fees and Costs. If you commence an arbitration, you will be required to pay New Era ADR, Inc. a $300 filing fee and we will pay the remaining arbitration-related fees and costs. Each party shall pay its own other costs and attorney fees unless the arbitrator rules otherwise. However, you will not be required to pay any fees or costs if such a payment would invalidate this Agreement, and we will instead make that payment. To the maximum extent permitted by law, the arbitrator shall award the prevailing party its costs and reasonable attorney fees; provided, however, that the arbitrator shall at all times apply the law for the shifting of costs and fees that a court would apply to the claim(s) asserted.
13.6 Opt-Out for Small Claims. If a Dispute qualifies for small claims jurisdiction as defined by Oklahoma law, prior to either you or us filing an arbitration, either party may opt-out of the arbitration procedure and pursue resolution of the Dispute in small claims court in the Oklahoma State Courts located in Oklahoma County, Oklahoma. The opting-out party must send written notice to the other party that the opting-out party opts-out of arbitration and will pursue resolution of the Dispute in small claims court in Oklahoma County. The opting-out party must deliver the opt-out notice prior to either party filing an arbitration for the Dispute. If a small claims case is filed, (i) each party consents to personal jurisdiction of the Oklahoma State Courts and service of process in accordance with Oklahoma rules, and (ii) each party will pay their own filing fees and court costs unless otherwise determined by the court. To the maximum extent permitted by law, the court shall award the prevailing party its costs and reasonable attorney fees.
14. RELIEF. If you breach or threaten to breach any of these Terms, we will suffer irreparable damage for which we will have no adequate remedy at law. Accordingly, we may seek injunctive and other equitable remedies to prevent or restrain, temporarily or permanently, such breach or threatened breach, without the necessity of posting any bond or surety, in addition to any other remedy available to us at law or in equity.
15. SURVIVAL. Sections 7 (Indemnification) – 9 (Liability Limitations) and 12 (Severability) – 16 (Entire Agreement) survive any termination or expiration of these Terms.
16. ENTIRE AGREEMENT. These Terms constitute the entire agreement between you and us with regard to its subject matter and supersede all prior negotiations, understandings, and agreements (oral or written) relating to the subject matter of these Terms.
17. CONTACT INFORMATION. If you have any questions or need to contact us regarding any of these Terms or the App, you may email us at helpdesk@staffwithinsight.com.