Terms of Use

These Terms of Use govern your use of the websites and mobile applications operated by Skillport Inc., a Delaware corporation doing business as OpusRoster ("OpusRoster", "we", "us", "our") — together, the "Platform".

By using the Platform, you agree to these Terms. If you create an account or use a feature governed by a separate agreement, additional terms apply and will be presented for acceptance. The Facility User Agreement and the Independent Contractor User Agreement govern the facility-specific and contractor-specific matters they address, including booking, work, cancellation and payment terms. If documents conflict, the applicable user agreement governs that specific facility or contractor matter to the extent of the conflict, unless that agreement states otherwise. The Privacy Policy describes how we handle personal information and is incorporated by reference for that purpose.

1. What OpusRoster is#

OpusRoster operates two services.

OpusRoster Nexus lets healthcare facilities post shifts, and lets independent licensed professionals — RosterPros — claim and work them.

OpusRoster Jobs is a job board carrying roles across all industries. Businesses post roles; job seekers apply.

We operate the Platform as a technology service for job listings, staffing coordination, shift scheduling, timekeeping and related administrative workflows. RosterPros provide services as independent contractors under the applicable Independent Contractor User Agreement, subject to applicable law and the actual working relationship. OpusRoster does not itself provide healthcare services, supervise clinical care, or replace a facility's clinical systems. We do not set the rates facilities pay, and we do not direct how work is performed at a facility. Facilities and RosterPros remain responsible for their respective obligations under applicable law and their separate agreements.

OpusRoster may support individual, as-needed, recurring and longer-term shift bookings, depending on the features available and the terms of a particular booking. Confirmed booking details and the applicable user agreements govern dates, times, location, rates, cancellation conditions and other assignment requirements. A recurring or longer-term booking does not guarantee additional hours or assignments beyond the commitments expressly confirmed in the booking or agreed in writing.

OpusRoster is not a substitute for a facility's electronic health record, clinical documentation system, medication administration record or other clinical systems. Unless expressly stated in a separate written agreement, OpusRoster does not provide clinical charting or medication administration functionality. Facilities are responsible for their clinical systems and care procedures. RosterPros must follow the facility's applicable policies, training, access controls and documentation procedures. You must not enter or transmit patient or resident information through OpusRoster except where the relevant feature and use are expressly authorised and permitted by applicable law.

2. Using the Platform without an account#

You may browse the job board without an account. Applying to a role, posting a role, posting a shift and claiming a shift each require an account and the additional terms that go with it.

3. Accounts#

You must be at least 18 years old and legally able to enter into a contract.

Information you give us must be true, current and complete. You are responsible for your sign-in credentials and for everything done through your account, and you must tell us promptly if you believe your account has been used without your authorisation.

You may not create an account for anyone else, and you may not let anyone else use yours. Organisations may create accounts for their own people using the roles the Platform provides, and are responsible for what those people do.

4. Acceptable use#

You must not:

• give false information about your identity, your organisation, your qualifications or your authority;
• post work you have no authority to post, or that you do not intend to fill;
• attempt to reach another account, or any data you are not entitled to;
• scrape, copy or redistribute Platform content at scale;
• interfere with the operation or security of the Platform;
• use the Platform to discriminate unlawfully, to harass anyone, or for any unlawful purpose.

We may remove content, and suspend or close accounts, for breach of this section.

5. Content you provide#

You keep ownership of what you upload. You grant us a licence to host, store, reproduce and display it as needed to operate the Platform and provide the service to you, and to share it with the parties your account terms describe. That licence ends when the content is deleted, except where we must retain it by law or to keep the records your account terms describe.

You are responsible for having the right to provide what you provide.

6. Our intellectual property#

The Platform, its software, design and content are ours or our licensors'. You may use them only in order to use the service. The OpusRoster name and marks may not be used without our written permission.

Where a listing names another organisation or shows its mark, that is to identify whose role it is, and implies no relationship between that organisation and us.

7. Roles published elsewhere#

Some roles on the job board are supplied by businesses or published on their own systems. Listings may change, expire, be filled, or contain information supplied by a third party. We do not guarantee that a listing is accurate, current or available, or that it will result in an interview or a job offer. Where an application takes you to a business's own website or system, that business handles the application under its own processes and privacy practices; we do not receive the application through that external process and do not control how it is handled.

We may remove or correct listings, restrict access, or investigate reports of suspected fraud or misuse. Please report suspicious, misleading or unauthorised listings to support@opusroster.com. Where listings or job information are obtained from third-party sources, we display them only to the extent permitted by applicable law and any applicable source terms.

8. Privacy#

Our handling of personal information is described in our Privacy Policy, at opusroster.com/privacy, which forms part of these Terms.

9. Availability#

We aim to keep the Platform available, but we do not guarantee that it will be uninterrupted or error-free. We may change, add or remove features, and will give reasonable notice where we can.

10. Suspension, termination and account deletion#

You may stop using the Platform at any time.

You may ask for your account to be deleted from within the mobile app, from your account settings on the web where that is offered, or by emailing support@opusroster.com. When you do, your access ends and your personal details and uploaded files are removed, except for the records we are required to keep. Our Privacy Policy describes what is removed, what is retained and for how long.

Closing or deleting an account does not cancel outstanding payment obligations, confirmed bookings, or obligations that survive termination under an applicable user agreement.

We may suspend or restrict your access where these Terms are breached, where we are required to, or where we reasonably believe that continuing would expose someone to harm or us to liability. Your account terms govern what happens to your account and to any amounts owed.

RosterPros are not required to purchase a subscription to use the contractor mobile app or to claim shifts. Facility fees, any paid platform features, and payment arrangements for completed work are governed by the applicable Facility User Agreement, Independent Contractor User Agreement, confirmed booking terms, and any payment-provider terms presented to the relevant user. Where a facility pays a RosterPro through payment functionality provided by the Platform, those agreements describe the payment flow, timing, fees, disputes and each party's responsibilities. Nothing in these Terms changes a party's rights or obligations under those agreements or applicable law.

11. Disclaimers#

The Platform is provided "as is" and "as available". To the fullest extent permitted by law, we disclaim implied warranties, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

OpusRoster provides technology that facilitates job listings, staffing coordination, shift scheduling, timekeeping and related administrative workflows. Unless expressly agreed in writing, OpusRoster does not provide healthcare services, supervise clinical care, or guarantee employment, a listing's accuracy or availability, or any particular work assignment. Facilities and RosterPros remain responsible for their respective legal obligations, professional qualifications, workplace requirements, clinical responsibilities and performance of accepted assignments. Nothing in these Terms excludes or limits any responsibility or liability that cannot lawfully be excluded or limited.

12. Limitation of liability#

To the fullest extent permitted by law, neither party will be liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue or lost data, except where such liability cannot lawfully be excluded or limited.

To the fullest extent permitted by law, our total liability arising out of or relating to these Terms or your use of the Platform will not exceed the greater of (a) the total amounts you paid directly to OpusRoster for the Platform in the twelve months before the event giving rise to the claim, or (b) US$100. This limit is subject to applicable law and does not apply where liability cannot lawfully be limited.

Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited. Nothing in this section changes any payment obligation or right to compensation expressly set out in an applicable user agreement or required by law, including amounts we hold and owe to a RosterPro for work performed. The enforceability and scope of these limits may vary by jurisdiction.

13. Indemnity#

To the extent permitted by applicable law, you will indemnify and hold us harmless from third-party claims, losses, liabilities and reasonable expenses (including reasonable legal fees) to the extent arising from your breach of these Terms, your misuse of the Platform, content you provide, or your violation of applicable law or another person's rights. This section does not require you to indemnify us for losses caused by our own conduct to the extent such indemnification is prohibited by law.

14. Changes to these Terms#

We may change these Terms. We will post the new version with its date, and where the change is material we will tell account holders by email or in the Platform. Changes take effect thirty (30) days after they are posted, except changes required by law and changes that are more favourable to you, which may take effect immediately. Continuing to use the Platform after a change takes effect means you accept the new version.

15. Governing law and disputes#

These Terms, and any dispute arising out of or relating to them or to your use of the Platform, are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.

The state and federal courts located in the State of Delaware have exclusive jurisdiction over any such dispute, and you and we each consent to the personal jurisdiction of those courts and waive any objection based on venue or inconvenient forum. Nothing in this section prevents either party from seeking injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Before filing a claim, each party agrees to notify the other in writing and to try in good faith to resolve the matter for thirty (30) days.

16. General#

These Terms, read together with any account terms that apply to you and with our Privacy Policy, are the entire agreement between you and us about your use of the Platform.

If any provision is held unenforceable, the rest remains in force and the unenforceable provision is applied to the greatest extent permitted. A failure to enforce a provision is not a waiver of it.

You may not assign these Terms. We may assign them to an affiliate, or in connection with a merger, acquisition or sale of assets.

Notices to you go to the email address on your account. Notices to us go to the address in section 17.

Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between you and us.

17. Contact#

Skillport Inc., doing business as OpusRoster 346 Whipple Road Tewksbury, MA 01876 United States

support@opusroster.com

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Skillport Inc. is a Delaware corporation.