Who we are and what this agreement does
Subject to the terms contained herein, CliniShift US Inc a Delaware corporation with offices located at c/o Arnall Golden Gregory LLP, 1775 Pennsylvania Avenue, NW, Suite 1000, Washington, DC, 20006 (“CliniShift”) grants you a licence to use the CliniShift app, mobile application software (the “App”) and any updates or supplements to it which we may make available from time to time. The App allows you to accept/decline shift requests, upload your availability, sync shifts to your calendar and communicate directly and seamlessly with your chosen hospital. CliniShift uses your location to assist with the clock-in, clock-out process providing you with a pain-free of recording your work hours. By downloading the App and accepting these terms, we will also provide you with ancillary services which may be necessary in order that you can obtain the full benefit of the App (the “Services”).
Your Privacy
We only use any personal data we collect through your use of the App and the Services in the ways set out in our privacy policy. Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the App or any Service may be read or intercepted by others, even if there is a special notice that a transmission is encrypted.
Apple App Store and Google Play Store terms and conditions may apply
The ways in which you can use the App and any associated documentation which we may provide to you from time to time (the “Documentation”) may also be controlled by the relevant app store’s / Google Play’s rules and policies https://play.google.com/intl/en-us_us/about/play-terms.html https://www.apple.com/legal/internet-services/itunes/us/terms.html
Mobile Device Requirements
This CliniShift mobile App requires an iPhone running on iOS 9.0 or above or an Android running on Version 5. Devices are expected to have a minimum of 100mb storage space.
Mobile App Support
Support. If you want to learn more about the App or the Service or have any problems using them, please take a look at our support resources at www.clinishift.com. Our support services include onsite training for App users as part of the on-boarding process, an electronic demonstration video circulated to all users who register with the App via email and a help desk number +353 (0)85 1909246 which is available 24/7. CliniShift also has a helpdesk email which he******@********ft.com for any email inquiries. Please also see our links to available support services within the App.
Contacting us (including with complaints). If you think the App or the Services are faulty or mis described or wish to contact us for any other reason, please email our customer service team at in**@********ft.com or call them on + (646) 229-6479
How we will communicate with you. If we must contact you we will do so by email, by SMS or via the App, using the contact details you have provided to us.
How you may use the App
In return for your agreeing to comply with these terms you may:
• Use and display the App and the Service on such devices for your personal purposes only.
• Use the app to share working availability, accept or decline shift requests, sync shifts to local calendar apps.
• Communicate directly with your chosen hospital via CliniShift private messaging.
• Use the app to track working history, upload timesheets and clock in / out for booked shifts.
• Use the app to manage clinical credentials and specialities.
• Receive and use any free supplementary software code or update of the App incorporating “patches”, corrections of errors and new features as we may provide to you. You have no right to sub-license the App to any third party.
You must be 18 or over to accept these terms and download the App.
You may not transfer the App
We are giving you personally the right to use the App and the Service as set out above. You may not transfer or share the App or Service with any third party, whether for monetary gain or otherwise. If you sell any device on which the App is installed, you must remove the App from it prior to sale. You must not provide any third party your personal CliniShift login credentials.
Change to these terms
We may need to change these terms to reflect changes in law or best practice. We will notify you at least twenty (20) days prior to any change within this agreement. If you do not accept the notified changes you will not be permitted to continue to use the App and the Service.
Mobile App Updates
We may automatically update the App and change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues. If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the App and the Services. The App will always match the description of it provided to you when you downloaded it.
Third Party Phone Use
If you download the App onto any phone or other device not owned by you, you must have the owner’s written permission to do so. You will be responsible for complying with these terms, regardless of whether you own the device or not.
Technical Data Collection
By using the App or any of the services, you agree to us collecting and using technical information about the devices you use to improve our products and to provide any services to you.
Location Data
Certain Services including the GPS tracker, will make use of location data sent from your devices. If you use these services, you provide your consent to CliniShift, our affiliates’ and licensees’ to transmit, store, collect, maintain, process and use your location data to provide and improve location-based products and services. You may disable location data collection by disabling the location settings on your mobile device.
External Links
The App or any Service may contain links independent external websites which are not provided by CliniShift. CliniShift is not responsible for and have not checked and approved their content or their privacy policies (if any). You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them. License Restrictions In consideration of CliniShift making the App available to you, you agree that you will:
• except during permitted sharing not rent, lease, sub-license, loan, provide, or otherwise make available, the App or the Services in any form, in whole or in part to any person without prior written consent from CliniShift;
• not copy the App, Documentation or Services, except as part of the normal use of the App or where it is necessary for back-up or operational security;
• not translate, merge, adapt, vary, alter or modify, the whole or any part of the App, Documentation or Services nor permit the App or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the App and the Services on devices as permitted in these terms;
• not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App or the Services nor attempt to do any such things, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding the limitation. such actions cannot be prohibited because they are necessary to decompile the App to obtain the information necessary to create an independent program that can be operated with the App or with another program (“Permitted Objective”), and provided that the information obtained by you during such activities:
• is not disclosed or communicated without the Licensor’s prior written consent to any third party to whom it is not necessary to disclose or communicate it to achieve the Permitted Objective; and
• is not used to create any software that is substantially similar in its expression to the App;
• is kept secure; and
• is used only for the Permitted Objective;
• comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the App or any Service.
Acceptable Use
You must:
• not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the App, any Service or any operating system.
• not infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service, including by the submission of any material (to the extent that such use is not licensed by these terms).
• not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service.
• not use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users.
• not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.
Intellectual Property
All intellectual property rights in the App, the Documentation and the Services throughout the world belong to us (or we are licensed to use) and the rights in the App and the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the App, the Documentation or the Services other than the right to use them in accordance with these terms. If we suspect that our intellectual property rights in the App, Documentation or Services are being infringed or are about to be infringed, we reserve the right to terminate your access to the App.
Responsibility for Loss or Damage
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
Limitations to the App and the Services. Although we make reasonable efforts to update the information provided by the App and the Service, we make no representations, warranties or guarantees, whether express, statutory or implied, that such information is accurate, complete or up to date.
Our liability for loss or damage suffered by you. To the extent permitted by law, we are not liable to you (whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise) in connection with this Agreement for any direct, special or consequential loss or damage, howsoever arising. Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise in connection with this Agreement shall not exceed $50.
Please back-up content and data used with the App. We recommend that you back up any content and data used in connection with the App.
We are not responsible for events outside our control. If our provision of the Services or support for the App or the Services is delayed by an event outside our control, we will contact you as soon as possible to inform you and we will take steps to minimise the effect of the delay.
Agreement Termination
We may end your rights to use the App and Services at any time by contacting you if you have broken these terms. If we end your rights to use the App and Services:
• You must stop all activities authorised by these terms, including your use of the App and any Services.
• You must delete or remove the App from all devices in your possession and immediately destroy all copies of the App which you have and confirm to us that you have done this.
• You may be at any time blocked from using the app and services by a hospital administrator. This is purely based on the discretion of hospital users.
Agreement Transfer
We may transfer our rights and obligations under these terms to another organisation. We will always notify you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. You may only transfer your rights or your obligations under these terms to another person if we agree in writing.
Third Parties
No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms. If a court finds part of the contract illegal, the remainder of the contract will still be valid Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
Enforcement Delay
If we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
Legal Proceedings
This EULA shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of Delaware, without regard to conflicts of laws provisions thereof. Any legal action or proceeding relating to this EULA shall be brought exclusively in courts located in Delaware and each party consents to the jurisdiction thereof. The prevailing party in any action to enforce this EULA shall be entitled to recover costs and expenses including, without limitation, attorneys’ fees. This EULA is made within the exclusive jurisdiction of the United States, and its jurisdiction shall supersede any other jurisdiction of either party’s election.
