PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY.
IMPORTANT: THIS BRAND AMBASSADOR PROGRAM AGREEMENT (THIS “AGREEMENT”) CONTAINS A BINDING ARBITRATION CLAUSE AND WAIVER OF THE RIGHT TO JURY TRIALS AND CLASS ACTIONS IN SECTION 10.
BY SUBMITTING AN APPLICATION TO THE CAREREV BRAND AMBASSADOR PROGRAM (THE “PROGRAM”), CHECKING A BOX OR CLICKING A BUTTON MARKED “I AGREE” OR OTHERWISE AFFIRMATIVELY MANIFESTING YOUR INTENT TO BE BOUND BY THIS AGREEMENT, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU UNEQUIVOCALLY AGREE TO BE LEGALLY BOUND EACH AND EVERY TERM AND CONDITION, AND THAT THIS AGREEMENT SHALL BECOME EFFECTIVE ON THE DATE OF YOUR ACCEPTANCE INTO THE PROGRAM.
If you are accepted into the Program, then throughout your participation in the Program, you may display in posts on your social media profiles (“Your Profiles”) a unique, personalized code provided by CareRev to you (“Your Code"). When healthcare professionals who have never applied to or interviewed with CareRev (“New Professionals”) apply to CareRev https://app.carerev.com/registration?marketing_channel=&referral_code= (the “CareRev Site”) using Your Code, you will be eligible to receive a Reward for Qualifying Referrals, each as further defined and described (and subject to the limitations in) Section 3 below.
We periodically modify the terms of this Agreement. We might also choose to replace these terms in their entirety if, for example, the Program changes, ends, or becomes part of an existing program, including our partner programs. Any modifications to the terms of this agreement will be announced in our bi-monthly Brand Ambassador Branded Content Email and will go into effect one week from the date and time it is sent. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING SUCH MODIFICATION AND ANNOUNCEMENT OF CHANGES TO THIS AGREEMENT WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM.
As an independent contractor, nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf.
You will ensure that the information in your Program application and information otherwise associated therewith (including without limitation your email address, mailing address, and other contact information) is at all times complete, accurate, and up-to-date, and will update such information as needed to maintain accuracy. We may send notifications, approvals, and other communications relating to the Program and this Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current. You can update your information by emailing us at: BrandAmbassador@carerev.com
You hereby represent, warrant, and covenant to CareRev as follows:
a) You are at least 18 years of age.
b) You will participate in the Program in accordance with this Agreement.
c) Your participation in the Program, including without limitation your creation, maintenance, or operation of Your Profiles will not violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing).
d) You are lawfully able to enter into this Agreement.
e) You have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement
f) You are not subject to U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the CareRev Site;
g) You will comply with all U.S. export and re-export restrictions, and applicable non-US export and re-export restrictions consistent with U.S. law, that may apply to goods, software, technology, and services.
h) The information you provide in connection with the Program is and shall be accurate and complete at all times.
i) You have public Instagram and Facebook accounts and shall adhere to all applicable terms, rules, and policies governing Your Profiles in connection with your participation in the Program.
j) You shall not create paid advertisements with use of “CareRev”, ”Care.Stat!” or “CareRevolution”, or any other CareRev trademark (or variations or misspellings of any of the foregoing), or create social media accounts that contain any of the foregoing in the page name or username.
k) You shall not share Your Code on any job boards or job websites (including without limitation Indeed, ZipRecruiter, Nurse.com, NurseRecruiter, and Facebook Jobs).
l) You shall not share Your Code on (or as comments to) any of CareRev’s social media posts or channels or on the social media posts, accounts, or channels of any CareRev partners or facilities that staff CareRev professionals.
m) You will comply with this Agreement in your participation of the Program.
n) You will promptly provide us with any information that we request to verify your compliance with this Agreement.
o)When making posts and sharing your Code in connection with your participation in the Program on Your Profiles, you shall include in such posts a disclosure substantively similar to the following: “As a CareRev Brand Ambassador, I earn from qualifying referrals.”
p) You are not affiliated with, shall not affiliate with, and shall not share Your Code in connection with, any network marketing, pyramid selling, or other multi-level marketing companies.
q) You shall not misrepresent CareRev or include Your Code in any offensive or obscene posts or comments on social media channels.
r) You shall conduct yourself in a kind and respectful manner in all interactions with other CareRev brand ambassadors.
s)Except as expressly provided in this Agreement, you will not make any public communication with respect to this Agreement or your participation in the Program without CareRev’s express prior written consent.
t)You will not misrepresent or embellish your relationship with us (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
We do not make any representation, warranty, or covenant regarding the amount of traffic or Qualified Referrals you can expect at any time in connection with the Program, and we will not be liable for any actions you undertake based on your expectations.
For each Qualifying Referral, you will receive: a referral bonus of (a) (i) $250 (for a registered nurse) or (ii) $100 (for a certified nursing assistant) (each, a “Referral Bonus”); and (b) one (1) CareRev reward credit through your CareRev account (each, a “Reward Credit”, and collectively with the Referral Bonus, a “Reward”). A “Qualifying Referral” means a referral by you for which all of the following criteria are met:
(i) a New Professional uses Your Code to apply with CareRev from the CareRev Site or CareRev’s mobile application;
(ii) the New Professional passes all necessary interviews and credentialing and becomes a fully registered CareRev professional (in each case, to CareRev’s satisfaction); and
(iii) the New Professional completes two (2) full shifts (excluding, for the avoidance of doubt, preceptor and orientation shifts) without cancellations.
For example, if a New Professional uses Your Code to register with CareRev, completes their required orientation and preceptor shifts at the hospital or facility they have claimed shifts, and then CareRev verifies that such New Professional has picked up and worked two (2) full shifts at that hospital or facility, you will be eligible to receive the applicable Reward. As a second example, if a New Professional uses Your Code to register with CareRev, completes their required orientation and preceptor shifts at the hospital or facility where they have claimed shifts, and then CareRev verifies that they have picked up one (1) shift but subsequently canceled it, and then picked up and worked one (1) full shift at that hospital or facility, you will NOT be eligible to receive a Reward. For the avoidance of doubt, shifts that would otherwise be eligible to apply towards a Qualifying Referral that is canceled by the facility from which such shift is claimed are not eligible to apply towards a Qualifying Referral, but shall not be grounds for disqualifying a New Professional from working two (2) full shifts toward a Qualifying Referral.
Referral Bonuses shall be in United States Dollars and provided to you via direct deposit in the CareRev mobile application approximately thirty (30) days following the end of each calendar month in which they were earned and verified by CareRev. Reward provided to you, as reduced by all applicable deductions or withholdings, will constitute full settlement of Reward amounts under the Agreement. If any excess Rewards have been provided to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent amounts payable to you under the Agreement or any other agreement between you and us. We may hold accrued Rewards for a reasonable period of time (determined at our sole discretion) to ensure that Rewards are correctly calculated and provided.
We reserve the right to determine, in our sole discretion: (i) whether a referred professional is a New Professional; and (ii) whether to withhold, reverse or void any Qualified Referrals or provision of Rewards if (A) a referred professional does not constitute a New Professional; (B) you have become ineligible as a brand ambassador under this agreement; (C) you have already claimed any form of compensation for the referral of a professional under another CareRev program; (D) CareRev suspects any fraudulent activity or any abuse of the Program; or (E) you have violated the terms of this Agreement.
From time to time, we may, at our sole discretion, offer increased Rewards for particular periods of time. For example, we may notify you that for a period of time all brand ambassadors will earn an extra bonus for all Qualifying Referrals.
In furtherance of the foregoing and for the avoidance of doubt, no Rewards shall be due to you:
a) for referrals that occur in connection with a violation of this Agreement, or any other terms, conditions, specifications, statements, or policies applicable to the Program;
b) for referrals that occur after termination of this Agreement;
c) with respect to professionals who are referred to the CareRev Site through any advertisement that you purchased through participation in bidding or auctions on keywords, search terms, or other identifiers that include the word “CareRev”, ”Care.Stat!” or “CareRevolution”, or any other CareRev trademark (or variations or misspellings of any of the foregoing);
d) with respect to professionals who are referred to the CareRev Site or CareRev’s mobile application by a link generated or displayed on a search engine, search portal, sponsored advertising service, other search or referral service, or other sites that participate in any of the foregoing (including without limitation Google, Yahoo or Bing);
e) with respect to professionals who are referred to the CareRev Site or CareRev’s mobile application by a link that sends users indirectly thereto via an intermediate site, without requiring the professional to click on a link or otherwise take affirmative action on such intermediate site; or
f) for any other referrals that involve or relate to non-compliance with applicable terms and conditions to the CareRev Site or CareRev’s mobile application.
We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any Rewards due to you under this Agreement. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we reserve the right (in addition to any other rights or remedies available to us) to hold any Rewards accrued by you in connection with the Program until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
You acknowledge and agree that CareRev’s professionals do not become your professionals by virtue of your participation in the Program. You agree to not handle or address any contact with any CareRev professionals, and, if contacted by any of CareRev professionals for a matter relating to CareRev, you will state that those professionals must follow contact directions on the CareRev Site to address customer service issues by email firstname.lastname@example.org or text (415) 562-7238.
Either you or we may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination.
You can provide termination notice by emailing us at: email@example.com
Without limiting the foregoing, we may terminate this Agreement and/or suspend your account immediately upon written notice to you for any of the following:
a) you have breached or threaten to breach any part of this Agreement; ==
b) we believe that we may face potential claims or liability in connection with your participation in the Program;
c) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Program;
d) your participation in the Program has been used for deceptive, fraudulent or illegal activity;
e) we believe that we are or may become subject to tax collection requirements in connection with this Agreement or the activities performed by either party under this Agreement;
f) we have previously terminated this Agreement with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason;
g) we have terminated the Program as we generally make it available to participants; or
Upon termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Agreement; provided that Section 6 and Section 11 of this Agreement will survive the termination of this Agreement. No termination of this Agreement will absolve you of any liability for any breach of, or liability accruing under, this Agreement prior to termination. Upon termination of this Agreement, any and all of your rights to receipt of Rewards hereunder shall cease immediately (other than with respect to Rewards accrued for the period prior to such termination, unless such termination is due to your breach of this Agreement). If we terminate this Agreement due to your breach, you shall not be entitled to any Rewards otherwise accrued by you under this Agreement from the date of occurrence of such breach.
THE PROGRAM, THE CAREREV SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE CAREREV SITE, LINK FORMATS, CONTENT, OUR AND OUR AFFILIATES’ DOMAIN NAMES, TRADEMARKS, AND LOGOS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR PROFILES OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED REFERRALS, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE PROGRAM. NOTHING IN THIS SECTION WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL AMOUNT OF REFERRAL BONUSES ACTUALLY EARNED BY YOU UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE, OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR PROFILES (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR PROFILES OR ANY MATERIALS THAT APPEAR ON YOUR PROFILES, INCLUDING THE COMBINATION OF YOUR PROFILES OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR PROFILES OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR PROFILES, (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT, OR (E) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
YOU AND WE AGREE TO ATTEMPT TO INFORMALLY RESOLVE DISPUTES: In the event that there is any dispute relating to this Agreement and the Program, you and we both agree that the party alleging the dispute shall send to the other party a written notice describing the dispute (“Notice of Dispute”). You and we both agree that prior to initiating any claim for arbitration or other legal proceedings, that you and we shall attempt to informally resolve such dispute for a period of thirty (30) days following the receipt by the non-claiming party of the Notice of Dispute.
All Notices of Dispute to CareRev shall be in writing and sent by personal delivery registered or certified mail (return receipt requested) or overnight air express (or courier shipment outside of the U.S.) if such services actually provide proof of mailing, to:
51 West 52nd Street
New York, NY 10019
YOU AND WE BOTH AGREE TO ARBITRATE: In the event that a dispute is not resolved within the foregoing thirty (30) day period, then you and CareRev agree to resolve any claims relating to this Agreement through final and binding arbitration.
WHAT IS ARBITRATION? Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. If any provision of this Section is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced.
ARBITRATION PROCEDURES: The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through JAMS. Any dispute, controversy, or claim arising out of or relating to these Terms shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures in front of one arbitrator. If there is a conflict between JAMS Rules and the rules set forth in this Agreement, the rules set forth in this Agreement will govern.
The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at http://www.jamsadr.com or 1-800-352-5267. To initiate arbitration, you or CareRev must do the following:
1. Write a demand for Arbitration. The demand must include a description of the claim and the amount of damages sought to be recovered. You can find a copy of a "Demand for Arbitration" at www.jamsadr.com;
2. Send three copies of the "Demand for Arbitration", plus the appropriate filing fee to your local JAMS office or to JAMS, 401 B Street, Suite 2100, San Diego, CA 92101; and3.
3. Send one copy of the "Demand for Arbitration" to the other party.
Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules. Each party will bear their own costs of arbitration unless the arbitrator directs that bearing such costs would be an undue burden and, in that case, we will pay for your portion of the arbitration administrative costs (but not your attorneys’ fees). Arbitration shall be held in the United States in San Diego, California under California law without regard to its conflict of laws provisions. If traveling to San Diego, California is a burden, you may participate in the arbitration by phone or via document submission to the fullest extent allowable by the arbitrator. The arbitration may award on an individual basis the same damages and relief as a court (including injunctive relief). Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
AUTHORITY OF ARBITRATOR: Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Diego, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS' Streamlined Arbitration Rules and Procedures. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and this Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding.
NO CLASS ACTIONS: You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
WAIVER OF JURY TRIAL: THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and CareRev in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND WE WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING TO ACCEPT THIS AGREEMENT TO ARBITRATE.
SMALL CLAIMS OPTION: You and CareRev agree that if a claim is within the jurisdiction of a small claims court, either party may choose to take the claim to that court instead of arbitration as follows: (a) The parties may take their claims to small claims court without first filing with the JAMS. (b) After a case is filed with JAMS, but before the arbitrator is formally appointed to the case by the JAMS, a party can send a written notice to the opposing party and the JAMS that it wants the case decided by a small claims court. After receiving this notice, the JAMS will administratively close the case. (c) After the arbitrator is appointed, if a party wants to take the case to small claims court and notifies the opposing party and the JAMS, it is up to the arbitrator to determine if the case should be decided in arbitration or if the arbitration case should be closed and the dispute decided in small claims court.
CHOICE OF LAW/FORUM SELECTION: In any circumstances where this Section permits the parties to litigate in court, this Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law rules. You further expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located in the Southern District of California.
You acknowledge and agree that (a) we and our affiliates may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement, (b) we and our affiliates may at any time (directly or indirectly) operate sites or applications that are similar to or compete with Your Profiles, (c) our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement, and (d) any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement can be made, taken, or given in our sole discretion and are only effective if provided in writing by our authorized representative.
You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
Any information relating to us or any of our affiliates that we provide or make accessible to you in connection with the Program that is not known to the general public or that reasonably should be considered to be confidential (including without limitation the terms of this Agreement), is our “Confidential Information,” and will remain our exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection with your participation will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party (other than your affiliates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties.
Nothing contained in this Agreement should be understood as granting you any rights in and to any of our trademarks, service marks, logos, or other intellectual property owned by us or by any third party.
No delay, failure, or default by us will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond our reasonable control, including, without limitation, the interruption or discontinuance of services provided by third parties in connection with the Program.
If you have any questions, please email firstname.lastname@example.org or call us at (415) 223-9964.