WISDOME STAFF, LLC Terms of Service
WEBSITE TERMS OF SERVICE
Welcome to Wisdome!
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CREATE A BINDING CONTRACT BETWEEN YOU AND Wisdome Staff. FURTHER, THESE TERMS OF SERVICE CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND Wisdome Staff ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE ARBITRATION SECTION (SEE SECTION 21 "AGREEMENT TO ARBITRATE").
2 Wisdome Staff is a matching service to enable connections between professional offices seeking temporary service providers ("Offices") to provide requests for temporary services on a part-time or full-time basis (each, an "Assignment") to individuals with a professional degree or professional background, including without limitation dentists, doctors, dental assistants, similarly qualified individuals ("Professionals"), as specified by Wisdome Staff from time to time. Professionals make available their professional skills to fulfill Offices' Assignment requests in exchange for compensation agreed upon by Professionals and Offices, as discussed in more detail below. Offices and Professionals together are collectively referred to as "Users" and each individually as a "User." You are agreeing to these Terms of Service as either an Office or a Professional and, in either case, as a User.
Each User may receive ratings from other Users based on the Assignment completed hereunder, based on parameters specific to their role as either a Professional or an Office, as further specified in Section 11. Wisdome Staff provides Offices with information about available Professionals to help Offices select Professionals and provides Professionals with information about Offices seeking help from Professionals to help Professionals decide whether to accept Assignments at Offices. An Office may make a decision based on any criteria, including without limitation cost, distance, skill level, job history, Ratings (as defined below) from other Offices, any other information listed in the Professional's Profile (as defined below), or previously completed Assignments on Wisdome Staff. A Professional may accept an offer for Assignment based on any criteria, including without limitation immediacy, rate for the Assignment, distance, Ratings from other Professionals, or any other information listed in the applicable Office's Profile (as defined below)
Wisdome Staff is a marketplace for Offices and Professionals to connect. Wisdome Staff does not employ or retain Professionals and Wisdome Staff does not provide professional services to Offices other than the marketplace Services set forth herein. The Office is the party that contracts with the Professional to complete an Assignment, which may be scheduled through the Website. Wisdome Staff provides a platform for making introductions and placement for Assignments between offices and professionals. Wisdome Staff has no liability to any User with regard to the quality of the Professionals or whether any Office offers suitable Assignments for any Professional.
3 Acceptance of Terms
5 Scope of Services
Wisdome Staff maintains the Website as a service to its visitors, subject to these Terms of Service. You are responsible for obtaining any equipment and Internet service necessary to access the Website and for paying any fees for the equipment and services You select. Wisdome Staff may alter, suspend or discontinue this Website or the Services provided herein, in whole or in part, at any time and for any reason, without providing notice to You. The Website may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons including, without limitation, poor cellular network coverage or cellular network failure. Wisdome Staff may provide access to third party services and products, or to Wisdome's products or services, from time to time, through the Website. You acknowledge that the Website is evolving and that the form and nature of the Website, including the Services accessible via the Website, may change from time to time without notice to You.
7 Access and Use Terms
a Personally Identifiable Information
b You may use this Website as a member of the general public that is not an Office or a Professional without volunteering personally identifiable information. If You are an Office or a Professional, You are required to release personally identifiable information in order to register with Wisdome Staff and to contract with other Users for Assignments. The information that You must disclose in order to register may include, without limitation, Your name and address, e-mail address, telephone number, social security number, recent photographs, geographical location, and billing information, and such other information as determined by Wisdome Staff from time to time such as your professional licensure and the results of any background check ("User Information"), which will be stored under Your ["Account(s)" (or "Profile(s)")] page.
c Login Credentials
d Login credentials will be provided by Wisdome Staff ("Login Credentials") based on the type of access applicable to Your use of the Website (namely, whether You are utilizing our Services as an Office or a Professional). If You are the first User from an Office, Wisdome Staff will provide You with Login Credentials for an administrator (an "Administrator"), and the Administrator may allow other Users from the same Office to create sub-accounts with additional Login Credentials representing that Office. In the event that another individual has signed up to be an Administrator for Your Office erroneously or that You have any issue with the then-current Administrator account or Login Credentials, please contact Wisdome Staff at [firstname.lastname@example.org].
You agree that You are solely responsible for protecting Your Login Credentials from unauthorized use, maintaining the confidentiality of Your Account and password, and You agree to accept responsibility for all activities that occur under Your Login Credentials. You agree to notify us immediately if You believe that any of Your Login Credentials has been or may be used without Your permission so that appropriate action may be taken. You may not (i) create more than one account to access the Website, (ii) share Your Login Credentials with any third party, or (iii) transfer Your account to any third party.
Wisdome Staff is not responsible for any loss or damage caused by, or expense incurred by, You as a result of Your failure to safeguard Your Login Credentials. You agree that You shall not rent, resell, or remarket the Services or provide access to the Website to any third party. Wisdome Staff reserves the right to delist any Assignment from the Website, at any time and in Wisdome Staff's sole discretion. Wisdome Staff may terminate Your Account at any time at Wisdome Staff's sole discretion and with no liability to You. For example, but without limitation, Wisdome may terminate Your Account if You violate these Terms of Service or Wisdome's policies, or otherwise harm Wisdome Staff, LLC’s business interests. You may not be entitled to create a new Account to access the Website if Wisdome Staff has terminated Your prior Login Credentials. Wisdome Staff may also prohibit certain Users from re-registering with the Website, at Wisdome Staff's sole discretion.
e Privacy; Rights in Your Data
g Background Checks
h If You are a Professional, Wisdome Staff has the right, but not the obligation, to verify whether the information displayed in Your Profile is accurate. If You are a Professional, You hereby grant to Wisdome Staff the right to conduct background checks on behalf of any Offices with which you may obtain Assignments through Wisdome Staff to confirm the accuracy of any User Information that is available on Your Profile including without limitation Your name and address, e-mail address, telephone number, photographs, geographical location, billing information, Your degree-granting program(s) and year(s) of graduation, any Assignment experience, any other of Your qualifications, Your credit score and a criminal background check of You (collectively, "Background Checks"). PROFESSIONAL HEREBY GRANTS TO Wisdome Staff THE RIGHT TO CONDUCT A CREDIT CHECK AND A CRIMINAL BACKGROUND CHECK BY REGISTERING WITH THE WEBSITE UPON RECEIVING YOUR EXPLICIT WRITTEN OR ELECTRONIC CONSENT. PROFESSIONAL AGREES AND ACKNOWLEDGES THAT Wisdome Staff RESERVES THE RIGHT TO DISTRIBUTE RESULTING INFORMATION, AS SET FORTH IN THIS PARAGRAPH, TO INTERESTED OFFICES POTENTIALLY SEEKING ASSIGNMENTS FROM YOU. For the avoidance of doubt, Wisdome Staff is under no obligation to conduct Background Checks on Professional, but Wisdome Staff may conduct a Background Check when a Professional first registers with Wisdome Staff or from time to time thereafter as long as such Professional maintains an account with Wisdome Staff.
i Usage by Minors
j Wisdome Staff's Services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. Individuals under the age of 18 can use its Services only in conjunction with and under the supervision of a parent or legal guardian. In such a case, the adult is the User and is responsible for any and all activities of the minor.
k Non-Performance or Incomplete Performance of Assignments
l In the event that a Professional does not perform an Assignment at all or does not perform an Assignment in its entirety and in either case has not provided sufficient advance notice of such non-performance or incomplete performance as agreed to by such Professional and the affected Office or reasonable notice in the absence of such an agreement, the affected Office may notify Wisdome Staff. Wisdome Staff shall include information on such non-performance or incomplete performance of Assignments in Ratings for Professionals. Wisdome Staff reserves the right to institute other sanctions from time to time, and may, in Wisdome Staff's sole discretion, terminate the account of any Professional that repeatedly does not perform Assignments or does not completely perform Assignments that such Professional has agreed to perform without providing sufficient advance notice. For the avoidance of doubt, any information on non-performance or incomplete performance of Assignment in Ratings for Professionals shall be construed as an evaluation of such Professional by the relevant Office and not by Wisdome Staff.
In the event that an Office cancels an Assignment and has not provided sufficient advance notice as agreed to by such Office and the affected Professional(s) or reasonable notice in the absence of such an agreement, the affected Professional(s) may notify Wisdome Staff. Wisdome Staff shall include information on such cancellation of Assignments in its Ratings for Offices. Wisdome Staff reserves the right to institute other sanctions from time to time, and may, in Wisdome Staff’s sole discretion, terminate the account of any Office that repeatedly cancels Assignments that such Office has requested without providing sufficient advance notice.
8 Transactions and Our Fees
9 An Office may submit a request for particular Assignment to Wisdome Staff, free of charge, through the Website together with a range of hourly rates that are acceptable to the Office ("Request for Assignment" or "Request"). When Wisdome Staff receives such a Request from an Office, Wisdome Staff shall search for registered Professionals to find a suitable match based on the type of Assignment requested, as well as hourly rates, availability and expertise. Office may view a portion or all of the Profile, as determined by Wisdome Staff, of potential Professionals and request access to each Professional's Ratings, User Information, and Background Check information, excluding credit checks, without additional charge to Office. Similarly, Professionals may view the Profiles of potential Offices for which they may perform Assignment, along with the Office's Ratings and User Information, without charge. THE RELEASE OF A PROFESSIONAL'S BACKGROUND CHECK INFORMATION REQUIRES THE EXPRESS WRITTEN OR ELECTRONIC CONSENT OF THE PROFESSIONAL WHOSE INFORMATION IS BEING RELEASED. OFFICE SHALL NOT RELEASE SUCH BACKGROUND CHECK INFORMATION WITHOUT SUCH CONSENT.
When an Office submits a Request for Assignment, Office authorizes Wisdome Staff to charge a credit card, ACH or such other payment method as may be accepted by Wisdome Staff from time to time for a deposit of an amount equal to the total payment for the Assignment requested ("Deposit"), which is equal to the number of hours of Assignment Office has requested multiplied by the hourly rate which Office has agreed to pay, with a payroll company which Wisdome Staff has approved in writing (the "Approved Payroll Provider"). Office shall direct the Approved Payroll Provider to directly transfer amounts to Professional based on Professional's hourly rate for services and the number of hours worked by Professional for such Office. Office shall authorize Approved Payroll Provider to pay Wisdome Staff's commission (calculated as a portion of the Deposit as set forth on the Website at the time of Office's selection of the applicable Professional) (the "Commission") upon transfer of the Deposit to Approved Payroll Provider or at any time thereafter. For the avoidance of doubt, the payment from Office to Authorized Payroll Provider of the Commission is not a wage or other income of Professional and is instead a payment for the Services. Office shall require Approved Payroll Provider to transfer to Professional amounts equal to Professional's hourly rate multiplied by the number of hours Professional worked for Office, as Office specifies the number of hours worked by Professional to Wisdome Staff from time to time. Office agrees that Office's sole recourse for any transfer of the Deposit from Approved Payroll Provider shall be against Approved Payroll Provider or Professional, and Office agrees to release Wisdome Staff from any claim related to the transfer of any Deposit to Professional. Professional agrees that Professional's sole recourse for Approved Payroll Provider's refusal to transfer any portion of the Deposit shall be to obtain a written instruction from the Office or an order a court of competent jurisdiction instructing Approved Payroll Provider to transfer such funds to Professional.
An Office's failure to make a Deposit, or to otherwise pay any required fees, shall constitute a material breach of these Terms of Service.
The Office's Credit Card on file with Wisdome Staff will be charged automatically two (2) business days following the completion of the work assignment according to the professional's input of time worked if Office does not review and approve the hours worked by the professional within such two (2) business day time period.
The Office will be charged a minimum of 4 hours if the Office terminates a work assignment for any reason on the same day as the work assignment.
In order for an Office to use an Approved Payroll Provider's payment processing services, the Office must enter into a merchant services agreement ("MSA") with the Approved Payroll Provider and its sponsoring bank. When an Office creates an account with the Website, Wisdome Staff will provide a weblink to the MSA with the then-current Approved Payroll Provider or will otherwise provide the MSA to the Office. By accepting these Terms of Service, Office agrees: (a) that Office has downloaded or printed the MSA, and (b) that Office has reviewed and agrees to the MSA. Please note that Wisdome Staff is not a party to the MSA and that Office, Approved Payroll Provider and Approved Payroll Provider's sponsoring bank are the three parties to the MSA, Wisdome Staff has no obligations or liability to Office under the MSA. If you have questions regarding the MSA, please contact Braintree at 877.434.2894.
10 Wisdomestaff.com is Only a Marketplace for Offices and Professionals
11 Wisdome Staff is a communications platform for enabling connections between Offices seeking Professionals for the completion of short-term Assignments and Professionals seeking Offices at which to complete short-term Assignments. Upon receiving an Office Request for Assignment through the Website, Wisdome Staff will use good faith efforts to match Offices to Professionals based on the nature of the Assignment, qualifications hourly rates and geographic proximity to the Assignment. Wisdome Staff disclaims any responsibility for selecting particular Professionals to perform Assignments and Office understands and agrees that the decision to use any Professional or no Professional is solely Office's. Wisdome Staff disclaims all responsibility for the accuracy of any information listed in a Professional's Profile, for any information or material circumstances that may have changed since Wisdome Staff conducted Background Checks in the event that Wisdome Staff did so, for the inaccuracy or incompleteness of any Background Checks that Wisdome Staff conducts, for Wisdome Staff's failure to conduct Background Checks, and for any Profile information upon which Wisdome Staff may rely in matching Offices to Professionals. Office agrees and acknowledges that Office has no obligation to choose Professionals to perform Assignments, and that Office's decision to contract with a Professional is solely at Office's own risk.
Except to the extent, if any, that Wisdome Staff serves as a communications platform between Offices and Professionals, that Wisdome Staff suggests potential Professionals to Offices for the performance of Assignments, and that Wisdome Staff provides information about hourly rates, Wisdome Staff does not take part in the interaction between Offices and Professionals. Wisdome Staff does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any Assignments delivered by Professionals, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Users. Wisdome Staff makes no representations about the suitability, reliability, timeliness, or accuracy of the Assignments requested and provided by Users identified through Wisdome Staff whether in public, private or offline interactions. Wisdome Staff cannot Wisdome Staff that Users are who they claim to be. Wisdome Staff does not assume any responsibility for the accuracy or reliability of this information or any information exchanged between Users through Wisdome Staff.
WHILE Wisdome Staff USES GOOD FAITH EFFORTS TO CONFIRM THAT EACH user ON Wisdome Staff WEBSITE IS A LEGITIMATE PROFESSIONAL WITH THE QUALIFICATIONS SPECIFIED BY SUCH PROFESSIONAL AND THAT EACH OFFICE HAS A GENUINE NEED FOR THE ASSIGNMENTS SUCH OFFICE REQUESTS, Wisdome Staff IS NOT ABLE TO PROVIDE ANY ASSURANCES REGARDING THE TRUSTWORTHINESS OF PROFESSIONALS OR OFFICES AND THE INFORMATION THEY PROVIDE VIA Wisdome Staff’s WEBSITE. WHEN INTERACTING WITH OTHER USERS YOU SHOULD EXERCISE CAUTION AND COMMON SENSE TO PROTECT YOUR PROPERTY AND WORK ENVIRONMENT, JUST AS YOU WOULD WHEN INTERACTING WITH OTHER PERSONS WHOM YOU DO NOT KNOW. NONE OF Wisdome Staff, Wisdome Staff's AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF Wisdome Staff’s SERVICES. Wisdome Staff, Wisdome Staff’s AFFILIATES AND Wisdome Staff’s LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES.
Using the Website, Professional may request information on the average hourly rate for the Assignments that Professional is offering, based on characteristics of Assignments as determined by Wisdome Staff from time to time. Likewise, Office may request information on the average hourly rate for the Assignments that Office requesting, based on characteristics of Assignments as determined by Wisdome Staff from time to time. ANY INFORMATION ON AVERAGE HOUR RATES FROM Wisdome Staff IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, AND Wisdome Staff DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND ACCURACY.
12 Intellectual Property Rights; Restrictions
a Website and Content
b You agree and acknowledge that the Website and Services, including without limitation all of the content on this Website, including without limitation the images, graphics, information, text, Ratings, data, links, as well as the underlying software, network and systems that support this Website and Services and other material accessible through the Website or Services ("Content") is solely and exclusively owned by or under license to Wisdome Staff and is protected by applicable trademark, copyright, or other rights. As such, You agree that You shall not (1) create or operate any platform, site or business that is based in whole or in part on this Website or the Services, (2) copy, reproduce, modify, create derivative works, publish, distribute, transmit, publicly display or post on any other website or to any third party any Content without the prior written consent of Wisdome Staff on a case by case basis, or (3) reverse engineer, decompile, disassemble, modify, distribute, reproduce, republish or sell in any form or by any means, in whole or in part, any of the Content, (4) use a spider, web crawler or similar method to copy or extract Content. Subject to Your compliance with these Terms of Service, Wisdome Staff hereby grants to You a non-transferable, non-sublicensable, non-exclusive, revocable, and limited right to access and use the Website and its Content solely for Your internal business purposes as an Office or personal use as a Professional.
The Content may contain typographical errors, other inadvertent errors, or inaccuracies. Wisdome Staff reserves the right to make changes to document names and content, descriptions or specification, or other information, without obligation to issue any notice of such changes.
You may view, copy, download, and print Content that is available on this Website or through the Services, subject to the following conditions:
i You may only use the Content for internal informational purposes in compliance with all laws and regulations that apply to You. You may not reproduce or transmit any part of this Website or its Content in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose.
ii You may not modify, alter, or prepare derivative Assignments based on the Content, or distribute copies of or publicly perform or display the Content, including without limitation by posting the Content on any network computer or distributing the Content on or in any media.
iii You may not remove copyright, trademark, and other proprietary notices from the Content.
c Nothing contained within this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Website or any Content displayed on this Website, except: (a) as expressly permitted by these Terms of Service; or (b) with Wisdome Staff’s prior written permission or the permission of the third party that owns the trademark or copyright of the Content displayed on this Website
d Content Ownership and License
f Copyright Infringement; Notice and Take Down Procedures
g If You believe that any Content on this Website infringes Your copyright, You may request that such Content be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information:
i identification of the copyrighted work that You believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work;
ii identification of the Content that You believe to be infringing and its location, including a description of the Content, and its Website location or other pertinent information that will help Wisdome Staff to locate such Content;
iii Your name, address, telephone number and email address;
iv a statement that You have a good faith belief that the complained of use of the material is not authorized by the copyright owner, its agent, or the law;
v a statement that the information in Your claim is accurate; and
vi a statement that "under penalty of perjury," You declare that You are the lawful copyright owner or are authorized to act on the owner's behalf.
h Wisdome Staff’s agent for copyright issues relating to this Website is: c/o Wisdome Staff, LLC, 244 Fifth Ave, Ste. K236, New York, NY 10001. In an effort to protect the rights of copyright owners, Wisdome Staff maintains a policy for the termination, in appropriate circumstances, of Users of this Website who are repeat infringers. Wisdome Staff’s agent for copyright issues relating to this Website is: c/o Wisdome Staff, LLC , 244 5th Ave K236, NY, NY 10001. In an effort to protect the rights of copyright owners, Wisdome Staff maintains a policy for the termination, in appropriate circumstances, of Users of this Website who are repeat infringers.
Wisdome Staff reserves the right to terminate and/or temporarily disable the accounts of Users who repeatedly infringe the intellectual property rights, including without limitation copyrights, of others.
13 Prohibited Conduct
a No Interference with The Website
b You shall not disturb or interfere with the operation of the Website in any manner including without limitation by imposing an unreasonable or disproportionate burden on the network, software or hardware infrastructure of the Website.
c No Manipulation
d You are prohibited from manipulating, by any means, the price of any Services offered on the Website (including without limitation through the use of an alias or decoys or by placing false offers for the sale or purchase of Assignments). Furthermore, You shall not disrupt or otherwise interfere in any way with another User's participation on the Website.
e No Unauthorized Conduct
f In connection with Your accessing the Website, Services, or Wisdome Staff’s online messaging service, Rating system, or any other Service provided through the Website, You shall abide by the following standards of conduct. You shall not, and will not authorize or facilitate any attempt by another person, to use the Website or any messaging service, Ratings system or other Service to:
i Transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by Wisdome Staff;
ii Circumvent or manipulate Wisdome Staff's fee structure, the billing process, or fees owed to Wisdome Staff or to the Professional;
iii Manipulate the price of any Assignment or interfere with other Users' Assignments;
iv Use a name or language that Wisdome Staff, in its sole discretion, deems offensive;
v Post false, inaccurate, misleading, defamatory, or libelous content (including without limitation personal information);
vi Post hateful or racially or ethnically objectionable Content;
vii Post Content which infringes another's copyright, trademark or trade secret;
viii Post unsolicited advertising or unlawfully promote products or services;
ix Take any action that may undermine the Ratings system when it becomes available (such as displaying, importing or exporting Ratings information off of the Website or using it for purposes unrelated to Wisdome Staff);
x Harass, threaten or intentionally embarrass or cause distress to another User or entity;
xi Impersonate another User;
xii Exploit children under 18 years of age;
xiii Engage in disruptive activity such as sending multiple messages in an effort to monopolize a messaging forum;
xiv Introduce viruses, worms, Trojan horses and/or harmful code into the Website;
xv Obtain unauthorized access to any computer system or Confidential Information through the Website;
xvi Transfer Your Wisdome Staff Profile (including Ratings) and Login Credentials to another party without Wisdome Staff’s consent;
xvii Harvest or otherwise collect information about Users, including email addresses, without their consent;
xviii Invade the privacy of any person, including without limitation posting personally identifying or otherwise private information about a person without their consent (or their parent's consent in the case of a child under 18 years of age);
xix Solicit personal information from children under 18 years of age;
xx Violate any federal, state, local, or international law or regulation; or
xxi Encourage conduct that would constitute a criminal or civil offense.
15 You shall not use or disclose any proprietary or confidential information with which You obtain or otherwise gain access to as a result of Your access to or usage of the Website or Services. All information regarding an Assignment between the Professional and an Office who sent such Assignment, whether or not in writing, of a private, secret or confidential nature concerning the Office's business or financial affairs (collectively, "Proprietary Information") is and shall be the exclusive property of such Office. By way of illustration, but not limitation, Proprietary Information may include the contents of an Assignment, products, product improvements, product enhancements, processes, methods, techniques, negotiation strategies and positions, projects, developments, plans (including business and marketing plans), research data, financial data (including sales costs, profits, pricing methods), personnel data, computer programs (including software used pursuant to a license agreement), customer, prospect and supplier lists, and contacts at or knowledge of customers or prospective customers of the Office, and patient medical or dental records and You will not disclose any Proprietary Information to any person or entity other than the applicable Office or use the same for any purposes (other than in the performance of Your duties as stipulated in the Assignment) without written approval by an officer of such Office, unless and until such Proprietary Information has become public knowledge without Your fault. While fulfilling the obligations of an Assignment for the Office, a Professional will use his/her best efforts to prevent unauthorized publication or disclosure of any of the Office's Proprietary Information. Professional agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible or intangible material containing Proprietary Information, whether created by such Professional or others, which shall come into his/her custody or possession, shall be and are the exclusive property of Office to be used by Professional only in the performance of his/her duties for the Office and shall not be copied or removed from Office's premises except in the pursuit of the business of Office as required to perform an Assignment.
Professional agrees that the only communication with the Office's customers or patients is to schedule and confirm appointments (if requested in the Assignment) and to perform the Assignment. Professionals are prohibited from directly or indirectly contacting such customers or patients after the completion of the Assignment and shall not circumvent the Office or Wisdome Staff in any way. For example, Professionals may not provide business cards, flyers, website addresses or other contact information to any customer or patient of Office.
Wisdome Staff may require You to agree to an additional non-disclosure agreement prior to sharing certain other information with You. Any such non-disclosure agreement between You and Wisdome Staff shall apply to information shared in connection with the Website or Services, unless otherwise provided in such non-disclosure agreement.
16 Relationships Among Professional, Office and Wisdome Staff, LLC
a Status as Independent Contractor
b User agrees and acknowledges that any transaction into which such User enters through the Services for the receipt or delivery of Assignment will create an independent contractor relationship between such User, Wisdome Staff and the other User(s) party to such agreement. User agrees that in any matter relating to Professional's performance under these Terms of Service, including the Professional's obligations with respect to Wisdome Staff and any Offices for whom the Professional completes Assignments or offers to complete Assignments, the Professional will be acting as an independent contractor, and nothing in these Terms of Service will be construed as creating a partnership, joint venture, or employer-employee relationship, nor will Professional be construed as Wisdome Staff’s or an Office's employee, agent, franchisee or servant. User also agrees that in any matter relating to Services among Office or Professional and Wisdome Staff, Wisdome Staff will be acting as an independent contractor to Wisdome Staff’s Users and nothing in these Terms of Service will be construed as creating a partnership, joint venture, or employer-employee relationship, nor will Wisdome Staff be construed as Office or Professional's employee, agent, franchisee or servant.
Professional will perform Assignments according to a manner and means of Professional's own choosing, or as agreed upon between Professional and Office. Office will, at its sole expense, provide any tools or other equipment required to perform the applicable Assignment. Each Professional and Office shall maintain a valid insurance policy commensurate with industry standards, to remain in effect during and through the time that such Party acts as an independent contractor with regard to other Users under these Terms of Service.
Wisdome Staff disclaims any responsibility for determining whether a Professional is an independent contractor or employee of Office, and in the event that such a dispute arises between Office and Professional, Office and Professional are responsible for determining the status of Professional under applicable law or regulation.
c Professional-Specific Representations
d If and to the extent that You use the Website as a Professional:
i You acknowledge and agree that in any matter relating to Your performance under these Terms of Service, including without limitation Your obligations with respect to Wisdome Staff and any Offices for whom You perform Assignments or offer to perform Assignments, You will be acting as an independent contractor, and not as Wisdome Staff's or an Office's employee, agent, franchisee or servant. Accordingly, You will be solely responsible for all costs incurred by You. You shall not hold Yourself out as having authority to make contracts or promises on behalf of any other party.
ii You represent and warrant to Wisdome Staff that, for the Assignment that You offer to complete for an Office, You have the right to provide such an offer and that You are capable of performing and fir for performing any offers for Assignments that You provide hereunder;
iii You represent and warrant to Wisdome Staff and to any Office with which You perform Assignments that You have all necessary licenses, professional experience and legal qualifications to perform the Assignments that You agree to do and You maintain a valid insurance policy commensurate with industry standards, to remain in effect during and through the time that You act as an independent contractor;
iv You represent and warrant to Wisdome Staff that You will keep all information related to Your Assignment, including without limitation any offers to complete Assignments, up-to-date on the Website by notifying Wisdome Staff of any changes that would affect the accuracy of such information;
v You represent and warrant to Wisdome Staff and to any Office with which You perform Assignments that You will identify yourself as an independent contractor of each Office with which You perform Assignments;
vi You covenant to Wisdome Staff and to any Office with which You perform Assignments that any tax documents that You file or otherwise submit with regard to Assignments shall be consistent with being an independent contractor of each Office with which You perform Assignments;
vii You covenant to Wisdome Staff and to any Office with which You perform Assignments that You will comply with the Health Information Portability and Accountability Act and all applicable associated rules and regulations, as may be amended from time to time, as well as all other applicable laws, rules and regulations;
viii You hereby grant to Wisdome Staff and its Users the right to distribute Your Information to Offices with which You may complete Assignments, without restriction, and You acknowledge that Your Information may be widely disseminated and viewed by large numbers of people;
ix You acknowledge and agree that Wisdome Staff may display advertisements on the Website or in connection with Your Profile without any payment obligation to You;
x You acknowledge and agree that any relationship You enter into with an Office or with Wisdome Staff will be short-term and will be limited to the extent needed to complete the applicable Assignment. You further acknowledge and agree that Wisdome Staff disclaims all responsibility for providing You with any specific volume of Assignments as a result of a contract that You may enter into with any Party;
xi You agree to honor the commitment You make to Offices via the Website; and
xii You further acknowledge and agree that You will comply with all applicable state, federal, and international laws in performing Assignments.
xiii You understand that as an independent contractor you may not be covered by the Office's workers' compensation insurance policy. You agree and acknowledge that you are solely responsible for providing your own workers' compensation insurance coverage and you have no expectation of coverage under the Office's coverage.
e Office-Specific Representations
f If and to the extent You use the Website as an Office:
i You agree to honor the commitments You make to Professionals via the Website;
ii You represent and warrant to Wisdome Staff that You are allowed to make purchasing decisions on behalf of Yourself or for the person or entity You represent, and that You will only request Assignments and place orders for Assignments that You have been authorized to request by such person or entity;
iii You covenant to Wisdome Staff and to any Professional who performs Assignments for You that You will comply with the Health Information Portability and Accountability Act and all applicable associated rules and regulations, as may be amended from time to time, as well as all other applicable laws, rules and regulations;
iv You represent and warrant to Wisdome Staff, and to any Professional who provides You with Assignments, that any agreements to provide Assignments do not conflict with any agreements You have with third parties and You further covenant that any agreements for You to retain Professional to perform Assignments will not conflict with any agreements You have with third parties;
v You acknowledge and agree that Wisdome Staff may display advertisements on the Website or in connection with Your Profile without any payment obligation to You;
vi You acknowledge and agree that Wisdome Staff disclaims all responsibility for providing You with any specific volume of Professionals to handle Assignments that you post to our Website; and
vii You further acknowledge and agree that You will comply with all applicable state, federal, and international laws, and assume all responsibility for making payments related to social security, unemployment insurance, disability insurance, or worker's compensation insurance.
viii You are required to hire professionals through Wisdome Staff for all temporary work assignments. Any assignment less than 90 days in duration is considered a temporary assignment. You may hire the professional permanently and add them to your pay-roll only after engaging the professional through Wisdome Staff for a total of 40 hours.
g Cancellation Policy
i You will be charged a $50 usage fee if you advertise a work assignment and there are available candidates willing to perform the work assignment and you do not select any of the available