Terms of Service

01The agreement

These Terms of Service (the Terms) are a contract between LaborRx Corporation (LaborRx, we, us) and the organization that signs an order form or creates a facility account (the Customer, you). They cover the LaborRx web application, the LaborRx staff app for iOS and Android, the agency API and any related support (together, the Service).

An order form, a business associate agreement or another document signed by both parties can add to or change these Terms. If documents conflict, the signed document wins, then these Terms, then any policy linked from the Service.

By using the Service, or by letting your staff use it, you accept these Terms on behalf of your organization. If you do not have that authority, do not use the Service.

02Accounts and roles

The Customer owns its facility accounts and decides who gets access. The Service has roles for executives, administrators, schedulers and staff, and each role sees only what the Customer has set it to see. The Customer is responsible for assigning roles correctly and for removing access when someone leaves.

Each person must use their own credentials. Shared logins are not allowed. The Customer must tell us without delay at support@laborrx.ai if it believes an account has been used without authorization.

Nurses and aides use the staff app under an account that their facility created for them. The facility, not LaborRx, is their employer or contracting party. Nothing in the Service creates an employment relationship between LaborRx and any user.

03The Customer's responsibilities

The Customer is responsible for:

• the accuracy of the data it enters or imports, including census, positions, budgets, availability and staff records;
• complying with the labor, wage and hour, overtime, licensing and staffing laws that apply to its facilities, including federal and state requirements for skilled nursing facilities;
• the decisions it makes with the Service, such as approving a shift pickup, sending a shift to an agency or publishing a schedule;
• obtaining any consents it needs from its staff before adding them to the Service;
• keeping its own records and backups where a law or a regulator requires them.

The Service supports scheduling and labor decisions. It does not make them for you, and it is not a substitute for your own judgment, your policies or your legal advice.

04The staff app

The staff app lets nurses and aides see their schedule, pick up open shifts, request time off, call off a shift and message their facility. Every pickup, time off request and call off is subject to the facility's own rules and approvals as configured by the Customer. A request shown as pending in the app is not a confirmed change until the facility approves it.

Push notifications depend on the device, the operating system and the network. The Customer should not rely on a notification as the only way to reach a person about a shift.

The staff app is for adults who work for or with the Customer. It is not for anyone under 18.

05Agencies and the agency API

When the Customer's rules allow it, the Service can post an open shift to the staffing agencies the Customer has connected. The Customer chooses which agencies, when a shift can be sent and in what order. LaborRx is not a staffing agency, does not employ agency workers and is not a party to any contract, invoice or dispute between the Customer and an agency.

An agency that connects through the agency API gets access only to the shifts the Customer sends it and must use the API under the documentation and the credentials we issue. We can revoke API credentials that are shared, abused or used outside the documentation.

06Protected health information

The Service is built for staffing and labor data: who works where, when and at what cost. It does not need patient records to work, and the Customer agrees not to enter protected health information (PHI) where the Service does not ask for it, for example in chat messages or free text notes.

If the Customer's use of the Service involves PHI under HIPAA, the parties will sign a business associate agreement (BAA) before that use starts. The BAA governs PHI and takes precedence over these Terms for that data.

07Fees and payment

Fees are set in the order form and are charged per facility for the subscription term. Unless the order form says otherwise, we invoice annually in advance, invoices are due within 30 days, and amounts are in US dollars and exclude taxes. The Customer is responsible for sales, use and similar taxes other than taxes on our income.

If an invoice is more than 30 days late, we may charge interest of 1.5% per month or the maximum allowed by law, whichever is lower, and, after written notice, suspend the Service until the balance is paid. Fees are nonrefundable except where these Terms say otherwise.

We may change fees for a renewal term by giving notice at least 60 days before the term renews.

08Acceptable use

The Customer and its users may not:

• use the Service to violate a law, a regulation or someone else's rights;
• upload malicious code, probe or test the security of the Service without written permission, or interfere with other customers' use;
• resell, sublicense or offer the Service to third parties, or use it to build a competing product;
• scrape or bulk export data through means other than the export features and the API we provide;
• use the chat to harass anyone, or send messages that are unlawful or discriminatory.

We may remove content or suspend a user that breaks these rules. Where it is practical, we will tell the Customer first.

09Customer data

The Customer owns the data it and its users enter into the Service (Customer Data). The Customer gives LaborRx a license to host, process, display and transmit Customer Data as needed to provide the Service, to support the Customer and as the Customer otherwise instructs.

We may create aggregated, deidentified data from the use of the Service, for example staffing benchmarks across facilities, provided that it cannot reasonably be used to identify the Customer, a facility or a person. We own that aggregated data.

The Customer can export its Customer Data through the Service during the term and for 30 days after it ends. After that period we delete Customer Data from live systems within 60 days, and from backups within the backup cycle, unless a law requires us to keep it.

How we handle personal information is described in our Privacy Policy.

10Availability, support and changes

We aim to keep the Service available 24 hours a day and will tell the Customer in advance about planned maintenance where we can. Service levels, if any, are set in the order form.

Support is available by email at support@laborrx.ai and through the help button in the Service during US business hours. We may improve, add to or change features over time; we will not remove a core function of the Service during a paid term without a reasonable alternative.

11Intellectual property

LaborRx owns the Service, its software, design, documentation and all improvements, including anything we build based on feedback. The Customer gets a limited, nonexclusive, nontransferable right to use the Service during the term in line with these Terms. No other rights are granted.

The Customer may give us feedback, and we may use it without any obligation to the Customer.

12Confidentiality

Each party will keep the other party's confidential information private, use it only for the purposes of this agreement and protect it with at least reasonable care. Confidential information does not include information that is public, that the receiving party already had, or that it developed independently.

A party may disclose confidential information when a law or a court requires it, after giving the other party notice where that is allowed. These obligations last for three years after the agreement ends, and for Customer Data for as long as we hold it.

13Warranties and disclaimers

We warrant that the Service will perform materially as described in its documentation. If it does not, and we cannot fix the problem within a reasonable time after notice, the Customer may end the affected subscription and receive a refund of prepaid fees for the remaining term.

Except for that warranty, the Service is provided as is. We do not warrant that it will be error free or uninterrupted, or that it will meet every legal requirement that applies to the Customer. Staffing outcomes, labor costs and compliance remain the Customer's responsibility.

14Limitation of liability

To the extent the law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits or revenue, even if told they were possible.

Each party's total liability under this agreement is limited to the fees the Customer paid to LaborRx in the 12 months before the event that gave rise to the claim. These limits do not apply to a party's indemnification obligations, to a breach of confidentiality or to the Customer's payment obligations.

15Indemnification

LaborRx will defend the Customer against a third party claim that the Service, used as allowed, infringes a US patent, copyright or trademark, and will pay the resulting damages and costs. If such a claim is likely, we may modify the Service, obtain a license or, as a last resort, end the subscription and refund prepaid fees for the remaining term.

The Customer will defend LaborRx against a third party claim arising from Customer Data, from the Customer's use of the Service in breach of these Terms or the law, or from the Customer's staffing, employment or agency decisions, and will pay the resulting damages and costs.

The party seeking defense must give prompt notice, let the other party control the defense and settlement, and cooperate reasonably.

16Term, suspension and termination

The subscription runs for the term in the order form and renews for the same period unless either party gives notice at least 30 days before the term ends.

Either party may end this agreement if the other party materially breaches it and does not cure the breach within 30 days of written notice. We may suspend access right away if the Service is being used in a way that threatens its security or other customers, and will restore access once the issue is resolved.

When the agreement ends, the Customer's right to use the Service stops, the Customer exports its data as described in section 9, and the sections that by their nature should survive (including fees owed, confidentiality, liability and indemnification) continue to apply.

17Governing law and disputes

This agreement is governed by the laws of the State of Illinois, without regard to its conflict of law rules. The parties will first try to resolve a dispute by talking, escalating to an executive on each side within 30 days of notice.

If that fails, the dispute will be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association in Lincolnwood, Illinois, before a single arbitrator. Either party may seek an injunction in court to protect its intellectual property or confidential information. The parties waive a jury trial to the extent the law allows.

18Changes to these Terms

We may update these Terms. If a change materially reduces the Customer's rights, we will give notice at least 30 days before it takes effect, by email to the account owner and by a notice in the Service. The change applies at the start of the next renewal term, or earlier if the Customer agrees in writing.

19Contact

Legal notices: support@laborrx.ai