These Terms of Service (“Terms”) govern your use of our website (www.calllight.health)and related products and services, including any content or information provided as part of the Site or such related products, services, websites or apps (collectively with the Site, the “Services”), which are owned or operated by Call Light LLC or Call Light Inc. (“Call Light”, “we”, “our” or “us”).
These Terms may apply to the individual healthcare providers offering their services, to the healthcare facilities manager using the Service or to the business or other legal entity user they represent, or all of these entities. If you are using the Site or Services on behalf of a company or other legal entity, you hereby represent and warrant that you have the authority to enter into these Terms on behalf of such entity. By accessing, registering for or using the Services, you: (1) acknowledge that you have read and understand these Terms; (2) agree to be bound by them in their entirety, and (3) are entering into a legally binding agreement with us. As used in these Terms and unless separately identified as applicable to either an individual or entity, “you” and “your” refer to both you individually and the entity on behalf of which you are entering into these Terms.
1. Overview of Services; Disclaimer
1.1. Overview of Services. Call Light provides a digital scheduling platform that permits hospitals, health systems, outpatient clinics, or their facility managers on their behalf (collectively, “Healthcare Facilities”) to schedule shifts for Call Light nurses, registered nurses, advanced practice registered nurses (collectively “Healthcare Providers”) which allows Healthcare Facilities to meet their healthcare provider needs. Call Light allows Healthcare Providers to sign up with the platform where Healthcare Providers can be placed and scheduled to work with a Healthcare Facility. The Call Light scheduling platform can algorithmically match Healthcare Providers to Healthcare Facilities based upon the respective inputs of each party.
1.2. Healthcare Provider Registration. If you are a Healthcare Provider, then this section applies to you and you will be required to undergo Call Light’s credentialing process in order to be placed with a Healthcare Facility. You will be required to provide certain information such as your name, address, date of birth, work history, educational history, Social Security Number, minimum pay rate, ID and password for account registration and financial information for payment processing, and other information that will allow us to identify you (“Healthcare Provider Credentialing Information”). Moreover, you will likely be required to complete healthcare assessment questionnaires, and provide us with your nurse license number. You must agree to a background check and (potentially) a drug screen in order to be placed with a Healthcare Facility. Use of the Services is granted subject to our ability to verify your identity and completion of background check and drug screening. If you do not provide accurate and complete information during the credentialing process, we have the right to prohibit you from using the Service or decline to process the request, in addition to any other rights. If you believe that your Healthcare Provider Credentialing Information or a device that you use to access the Services has been lost or stolen, that someone is using your account without your permission, you must notify us immediately at firstname.lastname@example.org.
1.3. Healthcare Facility Registration. If you are a Healthcare Facility, then this section applies to you and you will be required to provide certain information to register for an account with Call Light. This information may include an ID and password, name, address, financial information for payment processing, and other information that will allow us to identify you (“Healthcare Facility Registration Information”). Use of the Services is granted subject to our ability to verify your identity.
1.4. Booking Process. The Call Light Services will algorithmically match Healthcare Facilities shifts to Healthcare Providers based on the inputs from each party. Further, Healthcare Providers can proactively apply to shifts that have been posted by Healthcare Facilities, or a Healthcare Facility may initiate a booking request for a Healthcare Provider. Healthcare Providers agree to receive notifications via the Services when a booking request has been made for the Healthcare Provider provided such notifications may be adjusted in the Services. If a booking request is accepted, Healthcare Provider understands it will not be able to cancel the booking request. Healthcare Facilities will be able to cancel booking requests. Use of the Services does not guarantee that any booking requests will be sent, accepted or fulfilled.
1.5. Disclaimer. We reserve complete and sole discretion with respect to the operation of the Services. We reserve the right to change terms and warranties without notice. We also reserve the right to withdraw, suspend, or discontinue any functionality or feature of the Services at any time.
2. Your Eligibility; Your Responsibility
To be eligible to use the Services, you represent and warrant that you: (i) are at least 18 years of age, or otherwise over the age of majority in the jurisdiction in which you reside; (ii) are not currently restricted from the Services and are not otherwise prohibited from having an account related thereto; (iii) will only maintain one account at any given time; (iv) will only provide accurate information to Call Light; (v) have full power and authority to enter into these Terms and doing so will not violate any other agreement to which you are a party; (vi) will not violate any rights of Call Light or a third party; and (vii) are physically able to perform the duties that are reasonably expected of a Healthcare Provider, and work without restriction.
You assume all responsibility for your use of, and access to, the Services. Accounts are for a single user, company or other legal entity, as applicable. Any multiple-party use, other than individual use on behalf of a company or other legal entity, is prohibited. For example, sharing a login between non-entity individual users is prohibited.
3. Personal Information; Your Content; Your Account
3.1. Accuracy. By registering for our Services, you represent and warrant that all information you submit to us is true, accurate, current and complete and that you will promptly notify us in writing if your information changes. It is your responsibility to keep your account and profile information accurate and updated. We are not responsible for any disputes or claims related to any inaccurate, incomplete, or untimely information provided by you to us.
3.3. Your Account. The account you create and any related profile is owned by us. With regard to your account, you agree to: (i) keep your password secure and confidential; (ii) not permit others to use your account; (iii) not use the accounts of others; (iv) not transfer your account to another party; and (v) notify us of any actual or suspected unauthorized use of your account. You are responsible for any activity occurring under your account.
3.4. Feedback. You may from time to time identify problems, solutions to identified problems, provide suggestions, comments or other feedback related to our Services or otherwise relating to Call Light (“Feedback”) to Call Light. You acknowledge and agree that all Feedback is and shall be given entirely voluntarily and Call Light shall be free to use or disclose such Feedback for any purpose. You further acknowledge and agree that your Feedback does not contain confidential or proprietary information and you are not entitled to any compensation or reimbursement of any kind from Call Light under any circumstances relating to such Feedback.
4. Personal Use; Limited License; Ownership
Subject to the terms and conditions herein, Call Light grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license and right to access the Services through a generally available mobile device, web browser or Call Light authorized Site to view content and information and otherwise use the Services to the extent intended and permitted by the functionality thereof. This license is personal to you, and you may not resell our Services, permit other users access to our Services through your account, or use the Services to host content for others. You may not copy or download any content from the Services except with the prior written approval of Call Light. You acknowledge that, except as otherwise expressly provided, these Terms are solely between you and Call Light.
Furthermore, without the prior written approval of Call Light, you may not distribute, publicly perform or display, lease, sell, transmit, transfer, publish, edit, copy, create derivative works from, rent, sub-license, distribute, decompile, disassemble, reverse engineer or otherwise make unauthorized use of the Services. Any commercial use not expressly authorized is prohibited. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to the Services. Your rights are subject to your compliance with these Terms as well as any other agreements applicable to the Services you are using. The Services provided by Call Light are licensed, not sold. The Services, and all copies of the Services, are owned by Call Light or its third-party licensors and are protected by various intellectual property laws, including, without limitation, copyright and trade secret laws. Call Light reserves all rights not expressly granted to you herein. You agree that you have no right to any Call Light trademark or service mark and may not use any such mark in any way unless expressly authorized by Call Light.
Making unauthorized copies or distribution of Site content or otherwise violating these Terms may result in the termination of your Call Light account, prohibition on use of the Services, and further legal action. Call Light reserves the right to limit your use of or access to the Services, in its sole discretion in order to maintain the performance and availability of the Services and to enforce these Terms of Service.
Call Light is not liable for the loss, corruption, alteration or removal of any content transmitted using our Services. By using our Services, you expressly waive the right to seek damages and agree to hold Call Light harmless for any such loss, alteration, corruption or removal. You acknowledge and agree that you are solely responsible for retaining all records and reconciling all transaction information relating to your use of the Services.
5. Acceptable Use Policy
You agree to comply with all applicable laws and regulations in connection with your use of the Services. You may not use our Services to post or transmit any illegal material, including without limitation any transmissions that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law or regulation. In particular, the following is a representative, non-exhaustive list of acts that are prohibited:
Call Light enforces a zero-tolerance SPAM policy regarding information transmitted through our network. Call Light may determine in its sole discretion whether any transmissions are considered SPAM. SPAM includes, but is not limited to, the following:
You agree not to use the Services for the purpose of recruiting for another website or service that offers competing functionality to the Services.
6. Copyright Protected Materials
Call Light respects the intellectual property rights of others and expects that you do the same. It is our policy to terminate, in appropriate circumstances, the accounts of subscribers who infringe the copyrights of others. You may not upload, download, post, publish, transmit, reproduce, or distribute in any way, files, material, information, software or other material obtained through the Services that is protected by copyright or other proprietary right or derivative works with respect thereto, without obtaining permission of the copyright owner or other right holder. Call Light has the right, but not the obligation, to remove from the Services any files, material, information, software or other material Call Light believes is or may be, in its sole discretion, infringing or otherwise in violation of the rights of others.
If you believe in good faith that your copyright has been infringed, please provide a written communication regarding such belief to: email@example.com.
7. Right to Restrict or Terminate Access
Call Light may deny or restrict your access to all or part of the Services without notice in its reasonable discretion if it deems that you have engaged in any conduct or activities that Call Light in its reasonable discretion believes violates the letter or spirit of any of these Terms. If Call Light denies or restricts your access to the Services because of such a violation, you shall have no right to obtain any refund or credit for the fees you have paid or fees you are owed.
In addition to the restrictions mentioned above, Healthcare Providers may be temporarily or permanently restricted from all or a part of the Services if:
In the event that these Terms or the Services are terminated or restricted, for any reason or no reason, you acknowledge and agree that you will continue to be bound by these Terms. Following termination or restriction, you shall immediately cease use of the Services and any license granted to you under any agreement related to your use of the Services shall immediately terminate. Upon termination, Call Light reserves the right to delete all of your content, data, and other information stored on Call Light’s servers. Call Light will not be liable to you or any third party as a result of the termination or restriction of these Terms or the Services or for any actions taken by Call Light pursuant to these Terms as a result of such action. Without limiting the generality of the foregoing, Call Light will not be liable to you or any third party for damages, compensation, or reimbursement relating to your use of the Services, or the termination, or restriction, thereof.
You may terminate these Terms by terminating your use of the Services and any related account. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Services. Termination of these Terms or the Services does not relieve you from your obligation to pay Call Light any amounts owed to Call Light.
Access to our Services and to certain online transactions may involve the use of identification numbers, passwords, payment accounts or other individualized nonpublic information (“Private Documentation”). You acknowledge and agree that you are solely responsible for protecting your Private Documentation and other personal information and for the consequences of not protecting such information and data. You shall use your best efforts to prevent unauthorized use of our Services, your account, or of any Private Documentation, and shall promptly report to Call Light any suspected unauthorized use or other breach of security. You shall be responsible for any unauthorized use of your account or privacy Documentation until we receive written notice of a breach of security and a request to block further access for such information. Call Light shall not be liable for any unauthorized use of payment accounts.
Actual service coverage, speeds, locations and quality may vary. Call Light will attempt to provide the Services at all times, except for limited periods for maintenance and repair. However, the Services may be subject to unavailability for a variety of factors beyond our control including emergencies, third-party service failures, transmission, equipment or network problems or limitations, interference, signal strength, and may be interrupted, limited or curtailed. Delays or omissions may occur. We are not responsible for data, messages or pages lost, not delivered, delayed or misdirected because of interruptions or performance issues with the Services or communications services or networks. We may impose usage or Services limits, suspend the Services, or block certain kinds of usage in our sole discretion to protect users or the Services. The accuracy and timeliness of data received is not guaranteed.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. ALL SITE CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, NONINFRINGEMENT, AVAILABILITY OR ACCURACY OF INFORMATION. CALL LIGHT DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE, WILL MEET YOUR REQUIREMENTS OR WILL OPERATE IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. CALL LIGHT DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, CALL LIGHT’S WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE NOT FAULT TOLERANT AND ARE NOT DESIGNED OR INTENDED FOR USE AS A “CRITICAL CONTROL APPLICATION” IN MEDICAL EMERGENCIES OR HAZARDOUS “LIFE AND DEATH” ENVIRONMENTS REQUIRING MEDICAL EXPERTISE AND/OR FAIL-SAFE PERFORMANCE, SUCH AS DIRECT LIFE SUPPORT MACHINES, ACUTE CARE SETTINGS, OR IN OPERATING ENVIRONMENTS THAT ARE RELATED TO THE DIRECT DELIVERY OF CARE, IN WHICH THE FAILURE OR IMPROPER USE OF THE SERVICES COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL DAMAGE. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT CALL LIGHT CANNOT BE HELD LIABLE FOR ANY HEALTH CARE OR RELATED DECISIONS MADE BY YOU OR A HEALTH CARE FACILITY OR PROVIDER.
10. Limitation of Liability
UNDER NO CIRCUMSTANCES WILL CALL LIGHT, ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS OR OTHER THIRD PARTY PARTNERS (“CALL LIGHT PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. YOUR SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICES.
A CALL LIGHT PARTY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID CALL LIGHT FOR YOUR USE OF THE SERVICES IN THE PRIOR THREE (3) MONTHS (FOR CLARITY, THIS ONLY INCLUDES THE MARK-UP PAID TO CALL LIGHT, NOT THE TOTAL GROSS AMOUNT PAID TO CALL LIGHT) ; AND (B) THE SUM OF TEN THOUSAND (10,000) US DOLLARS, EXCEPT WITHIN MATTERS COVERED BY INDEMNIFICATION (SEE SERVICE AGREEMENT).
SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY. IN SUCH STATES OR JURISDICTIONS, CALL LIGHTS’ LIABILITY TO YOU SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY CALL LIGHT TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN SECTIONS 9 AND 10 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
11. Dispute Resolution
Excluding claims for injunctive or other equitable relief, for any claim where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties. The arbitration shall be conducted by telephone, online or be solely based on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. Any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.
12. Electronic Notices and Disclosures
You acknowledge and agree that Call Light may provide notices and other disclosures to you electronically by posting such notices or other disclosures on Call Light’s website, by texting your phone number or by emailing it to you at any email address provided to Call Light by you. Such notices or other disclosures shall be considered received by you following the posting on the website, a text message, or twenty-four (24) hours following the email being sent to you, as applicable. Any such electronic notice or other disclosure shall have the same effect and meaning as if it had been provided to you as a paper copy.
13. Changes to the Terms
We may add to, change or remove any part of these Terms, at any time without prior notice to you other than listing of a later effective date than the one set forth at the top of these Terms. Such modification shall be effective immediately upon posting at the Site. As your next visit to the Site or use of the Services may be governed by different Terms, we encourage you to look for a new effective date on these Terms when you visit the Site or use the Services. It is your responsibility to check these Terms periodically for changes. If we make any material changes to these Terms, we will endeavor to provide registered users with additional notice of any changes, such as at your e-mail address of record or when you log-in to your account.
Your use or continued use of the Services following the posting or notice of any changes to these Terms or any other posted policies shall constitute your acceptance of the changed Terms or policies.
14. Third-Party Content and Services
15.1. Linked Third Party Sites. The Services may make available third-party resources such as but not limited to property websites, landing pages, and other third-party sites over which Call Light has no control. Call Light is not responsible for the accuracy, completeness, functionality, usability, availability or merchantability of any content provided by third-party resources. The use of such third-party resources is strictly at Client’s own risk. Call Light is not responsible for the availability of external sites or resources, does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. Call Light will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, products or other materials available on or through any such site or resource.
15.2 Integrated Third-Party Services. The Services may contain features designed to interoperate with products, applications, or services not provided by Call Light (each, a “Third Party Service”). To use such features, you may need to directly obtain access to such Third-Party Service from its provider, and in some cases may be required to grant Call Light access to your account(s) on such Third-Party Service.
15.3 Permissions; Disclaimer. If Call Light chooses to use a Third Party Service with the Services, You grants Call Light permission to allow the Third Party Service and its provider to access any data (including, without limitation, data that may constitute non-public personal information) provided to Call Light in connection with the Services as required for the interoperation of that Third Party Service with the Services. Call Light is not responsible for any disclosure, modification or deletion of such data resulting from access by any Third-Party Service or its provider. Any acquisition by Call Light of a Third-Party Service, and any exchange of data between Call Light and any Third Party Service or its provider, is solely between Call Light and the applicable third-party provider. Call Light does not warrant or support Third Party Service or other third-party products or services, whether or not they are designated by Call Light as operable with the Services or otherwise. Further, Call Light cannot guarantee the continued availability of any Services features that interoperate with Third Party Service, and may cease providing them without entitling you to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Service ceases to make the Third Party Service available for interoperation with the corresponding Services features in a manner acceptable to Call Light.
The text messages will be coming from a third-party source (Twilio) within our system.
Regarding messages you will be receiving and all communication methods via texts/short code:
15.1. Entire Agreement. These Terms, along with any rules, guidelines, or policies published on the Call Light homepage constitute the entire agreement between Call Light and you with respect to your use of our Services. If there is any conflict between the Terms and any other rules or instructions posted on the Services, the Terms shall control. No amendment to these Terms by you by shall be effective unless acknowledged in writing by Call Light. Notwithstanding the foregoing, Call Light reserves the right, in its sole discretion, to modify these Terms or the policies referenced herein at any time as set forth above.
15.2. Governing Law. These Terms shall be governed by, and construed in accordance with, the laws of the state of Minnesota. Subject to the arbitration provisions above, exclusive venue for any action arising out of or in connection with this agreement shall be in Minnesota. The parties each hereby consent to the jurisdiction and venue in Minnesota and waive any objections to such jurisdiction and venue.
15.3. Equitable Relief. Notwithstanding the foregoing, you agree that Call Light shall be entitled to apply for injunctive remedies or other equitable relief in any jurisdiction. Subject to any applicable law to the contrary, you agree that any cause of action arising out of or related to the use of our Services must be commenced within six (6) months after the cause of action accrues, or such action will be permanently barred. If any portion of these Terms is found to be unenforceable or invalid for any reason, that provision will be limited or eliminated to the minimum extent necessary so that the rest of these Terms will otherwise remain in full force and effect.
15.4. Assignment. You may not assign your rights or obligations under these Terms without the prior written consent of Call Light. Call Light’s failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Services.
15.5. Headings. All headings included in these Terms are included for convenience only, and shall not be considered in interpreting these Terms. These Terms do not limit any rights that Call Light may have pursuant to any intellectual property laws or any other laws.
15.6. Remedies. All rights and remedies available to Call Light, pursuant to this Agreement or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to Call Light. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, or any other materials issued in connection therewith, or exploitation of the Services or any data or other material used or displayed through the Services. Except as otherwise expressly set forth herein, there shall exist no right of any person, other than you and Call Light, to claim a beneficial interest in these Terms or any rights occurring by virtue of these Terms. No independent contractor relationship, partnership, joint venture, employer-employee or franchise relationship is created by these Terms.
If you have any questions, complaints, or claims, you may contact Call Light at firstname.lastname@example.org.