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PayLocums Terms of Service

Effective Date: November 4, 2026 | Last Updated: November 4, 2026

IMPORTANT NOTICE: SECTION 22 OF THESE TERMS CONTAINS A BINDING ARBITRATION AGREEMENT, A CLASS ACTION WAIVER, AND A JURY TRIAL WAIVER THAT AFFECT HOW DISPUTES ARE RESOLVED. SECTIONS 17 THROUGH 19 LIMIT PAYLOCUMS' WARRANTIES AND LIABILITY AND REQUIRE YOU TO INDEMNIFY PAYLOCUMS. PLEASE READ THEM CAREFULLY.

1. About These Terms

These Terms of Service (the "Terms") are a binding agreement between PayLocums LLC, a Florida limited liability company ("PayLocums," "we," "us," or "our"), and the business or organization that creates a PayLocums account or signs an order form for the Service ("Customer" or "you"). They govern access to and use of our website at paylocums.com (the "Site"), our web application at app.paylocums.com (the "App"), and all related features, emails, integrations, support, and documentation (together, the "Service").

By clicking to accept these Terms, signing an order form that references them, creating an account, or accessing or using the Service, you agree to these Terms and to our Privacy Policy (available at paylocums.com/privacy), which is incorporated by reference. If you are accepting on behalf of a company or other entity, you represent and warrant that you have authority to bind that entity, and "you" refers to that entity. If you do not have authority, or do not agree, do not use the Service.

If you and PayLocums have signed a separate written order form, master agreement, or similar document (an "Order Form"), that Order Form controls to the extent it expressly conflicts with these Terms. Otherwise, these Terms control.

The Service is intended only for businesses. It is not offered to consumers for personal, family, or household purposes. You must be at least 18 years old to use the Service.

2. Definitions

  • "Authorized User" means an individual whom you authorize to access the Service under your account, such as your employees, officers, and contractors who perform administrative, scheduling, payroll, billing, or recruiting functions for you.
  • "Invited User" means an individual outside your organization whom you or your Authorized Users invite to use limited parts of the Service, such as a clinician entering timesheets or a facility representative reviewing or approving timesheets or invoices.
  • "Users" means Authorized Users and Invited Users together.
  • "Clinician" means a physician, advanced practice provider, or other healthcare professional whose assignments, hours, rates, or credentials are tracked in the Service.
  • "Facility" means a hospital, practice, or other client of yours at which a Clinician performs an assignment, or to which you issue invoices.
  • "Customer Data" means all data, information, documents, and content that you or your Users submit to, upload into, or generate through the Service, including information about your company, Clinicians, Facilities, assignments, timesheets, hours, rates, invoices, and credentials.
  • "Output" means any calculation, report, invoice, timesheet summary, payroll figure, funding schedule, email, reminder, draft, or other material that the Service generates from Customer Data, including material drafted by AI Features.
  • "AI Features" means features of the Service that use artificial intelligence or machine learning, such as drafting reminder messages for human review.
  • "Workspace" means a company workspace within your account. Your account may include multiple Workspaces for different companies or business units.

3. What PayLocums Is, and What It Is Not

PayLocums is a software tool for locum tenens staffing businesses. The Service helps you organize Clinician assignments, collect and approve timesheets, calculate amounts owed to independent-contractor Clinicians, prepare invoices to Facilities (including split billing), optionally record a funding schedule, and send related notices. PayLocums provides software only. You acknowledge and agree that:

  • Not an employer, staffing agency, PEO, or employer of record. PayLocums is not a staffing agency, recruiter, professional employer organization (PEO), employer of record, co-employer, or joint employer of any Clinician or other worker. PayLocums does not place, hire, supervise, direct, schedule, credential, or control any Clinician, and does not have any contractual relationship with Clinicians or Facilities regarding their assignments. All such relationships are solely between you, your Clinicians, and your Facilities.
  • Not a bank, payment processor, or money transmitter. PayLocums does not receive, hold, transmit, or disburse funds; does not maintain accounts for you or anyone else; and is not a bank, money transmitter, payment processor, payroll service provider that moves funds, escrow agent, or collection agency. All payments to Clinicians and from Facilities are made through your own banks, payment providers, and accounting systems, under your sole control and responsibility.
  • Not a lender or financing provider. Any funding schedule or similar feature is a record-keeping and display tool only. PayLocums does not provide, arrange, broker, guarantee, or advance financing, factoring, or credit of any kind, and is not a party to any financing or factoring arrangement you may have with a third party.
  • Not a tax, legal, accounting, or HR advisor. PayLocums is not a law firm, accountant, tax preparer, or other professional advisor and does not provide legal, tax, accounting, employment, insurance, or financial advice. Information in the Service, from our support team, or from AI Features is for general informational purposes only. You should consult your own qualified advisors.
  • No tax filing or withholding. Unless an Order Form expressly says otherwise, PayLocums does not prepare or file tax returns or information returns (including Forms 1099), and does not calculate, withhold, deposit, or remit any taxes on your behalf. Any figure the Service produces is based solely on the inputs you provide.
  • Not a credentialing verification organization. Any credential tracking or expiration reminder is a convenience feature that relies on information you or your Users enter. PayLocums does not verify licenses, certifications, privileges, malpractice coverage, exclusion lists, or other credentials and does not determine whether any Clinician is qualified or eligible to work.
  • Not a healthcare provider or business associate. The Service is not designed to store patient information, and PayLocums does not act as a covered entity or business associate under HIPAA. See Section 8.

4. Your Responsibilities for Accuracy and Compliance

The Service calculates and presents information based on what you and your Users enter. You are solely responsible for the accuracy, completeness, and legality of all Customer Data and for every decision you make using the Service or its Output. Without limiting the foregoing, you are solely responsible for:

  • Worker classification. Determining whether each Clinician is properly classified as an independent contractor or employee under all applicable federal, state, and local laws, and all consequences of any misclassification. The Service's treatment of a Clinician as a 1099 contractor reflects your designation only and is not a determination or endorsement by PayLocums.
  • Hours, rates, and approvals. The accuracy of all hours, shifts, call time, rates, differentials, expenses, per diems, bill rates, pay rates, and other amounts entered by you, your Clinicians, or Facility representatives, and for reviewing, approving, and correcting timesheets before relying on them. PayLocums does not verify hours worked and is not responsible for timesheet errors, disputes, or fraud by any person.
  • Payroll and invoices. Reviewing every calculation, payment amount, invoice, split-billing allocation, and funding schedule before you pay, bill, or rely on it; making all payments; collecting all receivables; and resolving all disputes with Clinicians and Facilities.
  • Taxes and filings. Issuing any required tax forms, meeting all tax reporting, withholding, and payment obligations, and paying all taxes, penalties, and interest that apply to you or your business.
  • Contracts. Complying with your agreements with Clinicians, Facilities, managed service providers, vendor management systems, lenders, factors, and others.
  • Laws. Complying with all laws that apply to your business and your use of the Service, including laws regarding labor and employment, independent contractors, healthcare staffing, privacy and data protection, electronic communications (including the CAN-SPAM Act and the Telephone Consumer Protection Act), anti-discrimination, and record retention.
  • Notices and consents. Providing all notices to, and obtaining all consents, authorizations, and rights from, Clinicians, Facility representatives, and other individuals that are required for you to submit their information to the Service, invite them to use it, and have PayLocums send them emails on your behalf.
  • Records. Keeping your own copies of records you are required to retain. The Service is not a substitute for your system of record or for your obligations to retain records under law or contract.

PayLocums is entitled to rely on all Customer Data and on all instructions given through your account without independent verification. If an error results from information you or your Users provided, or from your failure to review Output, PayLocums may (but is not required to) help you correct it and will have no liability for the error.

5. Accounts, Users, and Sign-In Security

Account administrators. You will designate one or more Authorized Users as administrators who can manage Workspaces, Users, permissions, integrations, and settings. Actions taken by your administrators are binding on you. You are responsible for granting only the minimum permissions each User needs and for promptly removing access for anyone who should no longer have it.

Passwordless sign-in. The Service uses passwordless sign-in: a one-time code is sent to the User's email address. Access to a User's email account therefore equals access to the Service. You are responsible for (a) ensuring that each User uses an email account that only that User can access, (b) securing your email systems (for example, with multi-factor authentication), (c) prohibiting the sharing of sign-in codes or accounts, and (d) notifying us immediately at legal@paylocums.com if you suspect unauthorized access. You are responsible for all activity that occurs under your account and your Users' credentials, whether or not you authorized it, except to the extent caused by PayLocums' breach of these Terms.

Invited Users. When you invite Clinicians, Facility representatives, or other Invited Users, you are responsible for their use of the Service and for confirming their identity and authority (for example, that a Facility representative is authorized to approve timesheets on the Facility's behalf). An Invited User's approval, submission, or other action in the Service is a matter between you and that individual or the organization they represent. PayLocums does not guarantee that any approval is valid, authorized, or binding on a Facility. Invited Users must comply with Section 7, and we may suspend any Invited User's access at any time.

Multiple Workspaces. If your account includes multiple Workspaces, you are responsible for ensuring that you have the right to manage each company's data in one account, that Users only have access to the Workspaces they should, and that data is entered into the correct Workspace. Each Workspace's company is jointly and severally responsible with you for obligations under these Terms related to that Workspace.

6. Emails and Notifications Sent on Your Behalf

The Service can send transactional and reminder emails (for example, timesheet reminders, approval requests, invoices, and credential-expiration reminders) from notifications@paylocums.com to Clinicians, Facility contacts, and others. These emails are sent on your behalf and at your direction when your Authorized Users trigger or configure them. You are the sender of these messages for purposes of applicable law, and you are responsible for their content, recipients, timing, and compliance with law (including any requirement to have a lawful basis or consent to contact a recipient). You will not use the Service to send marketing, bulk, or unsolicited commercial messages. PayLocums does not guarantee delivery of any email and is not responsible for messages that are delayed, filtered as spam, or not received. We may limit, delay, or block messages that we believe violate these Terms or could harm our sending reputation.

7. Acceptable Use

You will not, and will not permit any User or third party to:

  • use the Service in violation of any law or third-party right, or for any fraudulent, deceptive, or misleading purpose, including falsifying timesheets, hours, rates, invoices, or credentials;
  • upload or transmit Prohibited Data (defined in Section 8);
  • send spam or unsolicited messages, or harass, threaten, or discriminate against any person;
  • access or attempt to access another customer's account or data, or any non-public part of the Service, or probe, scan, or test the vulnerability of the Service without our written permission;
  • interfere with or disrupt the Service, introduce malware, or impose an unreasonable load on our infrastructure;
  • copy, modify, frame, or create derivative works of the Service, or reverse engineer, decompile, or attempt to derive the source code, models, or underlying structure of the Service, except to the extent applicable law expressly permits despite this restriction;
  • use bots, scrapers, crawlers, or other automated means to access or extract data from the Service, except through interfaces we provide for that purpose;
  • use the Service, its Output, or its AI Features to build or train a competing product or any machine learning model, or access the Service to benchmark it for a competitor;
  • sell, resell, rent, sublicense, or provide the Service to third parties as a service bureau, except for the limited access you give Invited Users for your own business;
  • remove or obscure any proprietary notices; or
  • help or encourage anyone to do any of the above.

We may investigate suspected violations and may remove content or suspend access as described in Section 14. We are not obligated to monitor the Service or Customer Data.

8. Prohibited Data: No Patient Information or Sensitive Identifiers

The Service is not designed or intended to store, and you must not upload or enter, any of the following ("Prohibited Data"):

  • protected health information (PHI) as defined under HIPAA, or any other patient information, including patient names, medical record numbers, diagnoses, treatment details, or any information about the care a Clinician provided to a patient;
  • Social Security numbers, taxpayer identification numbers of individuals, driver's license or passport numbers, or other government-issued identification numbers;
  • bank account numbers, routing numbers, payment card numbers, or other financial account credentials;
  • dates of birth; or
  • any other information that applicable law treats as requiring heightened protection beyond what is reasonable for a business-records application, including biometric data and precise geolocation.

This includes Prohibited Data contained in free-text fields, notes, file names, or uploaded documents (for example, a credential document that displays a Social Security number or date of birth must be redacted before upload). PayLocums has no obligation to identify Prohibited Data, will not enter into a HIPAA business associate agreement, and has no liability for any Prohibited Data you or your Users submit. We may delete Prohibited Data without notice. You will indemnify PayLocums for any claims, fines, or costs arising from Prohibited Data submitted through your account.

9. Customer Data

Ownership. As between you and PayLocums, you own Customer Data. Nothing in these Terms transfers ownership of Customer Data to PayLocums.

License to PayLocums. You grant PayLocums and its service providers a worldwide, non-exclusive, royalty-free license to host, copy, store, process, transmit, display, and otherwise use Customer Data (a) to provide, maintain, secure, support, and improve the Service; (b) to send communications you direct; (c) to prevent or address fraud, security, or technical issues; (d) to comply with law; and (e) as otherwise permitted by these Terms or our Privacy Policy.

Aggregated and De-identified Data. PayLocums may collect and use data about how the Service is used, and may create aggregated or de-identified data from Customer Data that does not identify you, any User, or any individual ("Aggregated Data"). PayLocums owns Aggregated Data and may use it for any lawful purpose, including to operate, analyze, and improve the Service, provided that we do not attempt to re-identify it or disclose it in a form that identifies you or any individual.

Your representations. You represent and warrant that you have all rights, notices, consents, and authorizations necessary to submit Customer Data to the Service and to allow PayLocums to use it as described in these Terms, and that Customer Data and its use as permitted here will not violate any law or the rights of any person.

Personal information; data processing. To the extent Customer Data includes personal information about Clinicians, Facility contacts, or other individuals, you are the business or controller and PayLocums processes that information as your service provider or processor, as described in the Customer Data Processing Terms in our Privacy Policy, which are incorporated into these Terms.

Backups and data loss. We use reasonable measures to protect and back up the Service, but you are responsible for maintaining your own copies of Customer Data that you need. To the extent permitted by law, PayLocums is not responsible for any loss, corruption, or alteration of Customer Data, except to the extent caused by our breach of these Terms, and then subject to Section 19.

10. Security

PayLocums will use commercially reasonable administrative, technical, and physical measures designed to protect Customer Data against unauthorized access, use, or disclosure. However, no method of transmission or storage is completely secure, and PayLocums does not guarantee that Customer Data will be free from unauthorized access, loss, or alteration. PayLocums does not represent that the Service meets any particular industry certification, framework, or regulatory standard. If we become aware of a security incident that results in unauthorized access to Customer Data in our systems, we will notify you without undue delay as described in our Privacy Policy. You are responsible for the security of your own systems, devices, email accounts, and integrations.

11. AI Features

Some features of the Service use artificial intelligence to draft content, such as reminder messages. You acknowledge that:

  • AI-generated Output is produced by probabilistic systems and may be inaccurate, incomplete, outdated, inappropriate, or similar to content produced for others.
  • AI Features draft content for your review; a human at your organization must review, edit as needed, and approve any AI-drafted content before it is sent or relied on. You are solely responsible for any content you choose to send or use, and for decisions made based on it.
  • AI Output is not legal, tax, financial, HR, or professional advice, and must not be used as the sole basis for any decision affecting a person's pay, engagement, credentials, or legal rights.
  • AI Features (such as the in-app assistant and timesheet scanning) are processed by PayLocums' hosting provider, Cloudflare, acting as PayLocums' service provider. Customer Data you include in AI Features will be processed to generate the Output. PayLocums does not use Customer Data to train AI models.
  • PayLocums may change, limit, or discontinue AI Features at any time.

To the fullest extent permitted by law, AI Features and their Output are provided "AS IS," and PayLocums makes no warranty regarding their accuracy, quality, or fitness for any purpose.

12. Third-Party Services and Integrations

The Service may interoperate with third-party products or services that you choose to connect, such as QuickBooks Online (each, a "Third-Party Service"). Third-Party Services are not part of the Service, and PayLocums does not control or endorse them. When you connect a Third-Party Service, you authorize PayLocums to exchange Customer Data with it as needed to provide the integration you enabled, and you are responsible for your relationship with the third-party provider, including compliance with its terms and privacy policy.

PayLocums is not responsible for any Third-Party Service, including its availability, security, data handling, or any changes the provider makes that affect the integration. You are responsible for reviewing all data synced to or from a Third-Party Service (for example, invoices, customers, vendors, or amounts posted to your accounting system) and for correcting any errors. PayLocums does not guarantee that any integration will continue to be available, and may suspend or discontinue an integration at any time. You may disconnect an integration at any time through your account settings or the third party's settings.

13. Fees and Payment

You will pay the fees listed in your Order Form or quote, or as otherwise agreed by the parties in writing (the "Fees").

  • Billing and renewal. Unless an Order Form says otherwise, subscriptions are billed in advance for each monthly billing period and automatically renew for successive periods of the same length unless either party gives notice of non-renewal at least 30 days before the end of the then-current period (or you cancel through the App before renewal, if that option is offered).
  • Payment terms. Invoiced Fees are due within 30 days of the invoice date. If you authorize automatic payment, you authorize us (and our payment processor, if any) to charge your payment method for all Fees when due.
  • Late payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. You will reimburse our reasonable costs of collection, including attorneys' fees. We may suspend the Service if any amount is more than 10 days overdue.
  • Taxes. Fees exclude taxes. You are responsible for all sales, use, value-added, and similar taxes associated with your purchase, other than taxes on PayLocums' net income.
  • No refunds. Except as expressly stated in these Terms or required by law, Fees are non-refundable, including for partial periods, unused Users or Workspaces, and downgrades.
  • Price changes. We may change Fees effective at the start of your next renewal period by giving you at least 30 days' notice.
  • Disputes. You must notify us in writing of any good-faith invoice dispute within 30 days of the invoice date, or the invoice will be deemed accepted.

14. Suspension

We may suspend or limit access to all or part of the Service for you or any User, with or without prior notice, if we reasonably believe that: (a) you or a User have breached these Terms (including Sections 7 or 8); (b) your use poses a security, legal, or operational risk to PayLocums, the Service, or others; (c) there is a threat or attack on the Service, or suspected unauthorized access to your account; (d) any Fees are overdue; (e) suspension is required by law or by a service provider on which we rely; or (f) you have become insolvent or the subject of bankruptcy proceedings. Where practical, we will notify you and limit the suspension to what is reasonably necessary. PayLocums has no liability for any damage, loss, or consequence resulting from a suspension under this Section. Suspension does not relieve you of your obligation to pay Fees.

15. Term and Termination

These Terms begin when you first accept them or use the Service and continue until all subscriptions have ended or these Terms are terminated as provided here.

  • By you. You may stop using the Service at any time and may cancel your subscription effective at the end of the current paid period, as described in Section 13.
  • By either party for breach. Either party may terminate these Terms by written notice if the other party materially breaches them and fails to cure the breach within 30 days after receiving written notice (or 10 days for non-payment).
  • By PayLocums. We may terminate these Terms or any subscription immediately on notice if you breach Sections 7 or 8, if we are required to do so by law, or if we reasonably determine that continuing to provide the Service to you creates legal, security, or reputational risk. We may also terminate for convenience on at least 30 days' notice, in which case we will refund any prepaid Fees for the unused portion of the subscription term as your sole remedy.

Effect of termination. On termination, your right to use the Service ends, and all unpaid Fees become immediately due. For 30 days after termination (the "Export Period"), on request we will make Customer Data available for export in a format we reasonably choose, provided you have paid all Fees. After the Export Period, we have no obligation to retain Customer Data and may delete it, subject to our retention practices described in the Privacy Policy (including retention in backups for a limited period and retention required by law). Sections that by their nature should survive termination will survive, including Sections 3, 4, 8, 9 (as to licenses for Aggregated Data and your representations), 11, 13 (as to unpaid amounts), and 16 through 25.

16. Intellectual Property; Feedback

PayLocums property. PayLocums and its licensors own all rights, title, and interest in and to the Service, including all software, designs, workflows, calculation logic, templates, documentation, AI Features, Aggregated Data, and all improvements and derivatives, and all related intellectual property rights. Except for the limited rights expressly granted in these Terms, no rights are granted to you, and all other rights are reserved. The PayLocums name and logo are trademarks of PayLocums and may not be used without our written permission.

Your right to use the Service. Subject to these Terms and payment of Fees, PayLocums grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during your subscription for your Users to access and use the Service solely for your internal business operations. You may use Output for your internal business purposes and in your dealings with your Clinicians and Facilities.

Feedback. If you or your Users provide suggestions, ideas, or other feedback about the Service, PayLocums may use it for any purpose without restriction or compensation, and you assign to PayLocums all rights in it.

Beta features. We may offer features labeled beta, preview, pilot, early access, or similar ("Beta Features"). Beta Features are optional, may contain errors, may be changed or discontinued at any time, and are provided "AS IS" without any warranty, support commitment, or liability of any kind.

17. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE, ALL OUTPUT, AI FEATURES, BETA FEATURES, AND ALL INFORMATION AND SUPPORT PROVIDED BY PAYLOCUMS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. PAYLOCUMS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, PAYLOCUMS DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) ANY CALCULATION, PAYROLL FIGURE, INVOICE, SPLIT-BILLING ALLOCATION, FUNDING SCHEDULE, REMINDER, OR OTHER OUTPUT WILL BE ACCURATE, COMPLETE, OR SUFFICIENT FOR YOUR PURPOSES; (C) USE OF THE SERVICE WILL CAUSE YOU TO COMPLY WITH ANY LAW, CONTRACT, OR REGULATORY REQUIREMENT; (D) ANY EMAIL WILL BE DELIVERED; (E) ANY THIRD-PARTY SERVICE OR INTEGRATION WILL FUNCTION OR REMAIN AVAILABLE; OR (F) ANY DEFECTS WILL BE CORRECTED. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE AND ITS OUTPUT ARE ACCURATE AND SUFFICIENT FOR YOUR PURPOSES.

The Service depends on third-party infrastructure and providers (for example, hosting, database, email delivery, and integrations), and their changes, outages, or failures may affect the Service. We may perform scheduled or emergency maintenance at any time, during which the Service may be unavailable. No advice or information, whether oral or written, obtained from PayLocums creates any warranty not expressly stated in these Terms.

18. Indemnification

You will defend, indemnify, and hold harmless PayLocums, its members, managers, officers, employees, contractors, agents, successors, and assigns (the "PayLocums Parties") from and against any and all claims, demands, suits, proceedings, investigations, audits, losses, damages, liabilities, judgments, settlements, fines, penalties, taxes, interest, costs, and expenses (including reasonable attorneys' and accountants' fees) arising out of or relating to:

  • Customer Data, including Prohibited Data, and PayLocums' use of or reliance on Customer Data as permitted by these Terms;
  • your or your Users' use of the Service or Output, including any payment, non-payment, overpayment, underpayment, invoice, billing, or funding decision;
  • the classification, engagement, compensation, taxation, credentialing, supervision, or termination of any Clinician or other worker, including any claim that a Clinician is your employee or PayLocums' employee;
  • any dispute between you and any Clinician, Facility, Invited User, lender, factor, managed service provider, or other third party;
  • emails or other communications sent at your direction through the Service;
  • your connection to or use of any Third-Party Service;
  • your or your Users' breach of these Terms or violation of any law or third-party right; or
  • your or your Users' negligence, fraud, or willful misconduct.

PayLocums will give you prompt notice of any claim for which it seeks indemnification (although a delay in notice relieves you of your obligations only to the extent the delay materially prejudices your defense). PayLocums may select its own counsel and control the defense at your expense, or allow you to control the defense with counsel reasonably acceptable to PayLocums. You may not settle any claim without PayLocums' prior written consent unless the settlement unconditionally releases the PayLocums Parties and requires no admission or payment by them.

19. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY PAYLOCUMS PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR ANY TAXES, PENALTIES, INTEREST, FINES, WAGE OR CONTRACTOR-PAYMENT CLAIMS, OR CHARGES IMPOSED ON YOU, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR STATUTE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE PAYLOCUMS PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU ACTUALLY PAID TO PAYLOCUMS FOR THE SERVICE IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

Without limiting the above, the PayLocums Parties will have no liability for any loss arising from: (a) inaccurate, incomplete, or late Customer Data or instructions; (b) your failure to review Output before relying on it; (c) unauthorized access to your account resulting from compromise of a User's email account, device, or sign-in code; (d) actions taken at your or your Users' request; (e) Third-Party Services; (f) Prohibited Data; (g) suspension or termination in accordance with these Terms; or (h) losses you could reasonably have avoided or mitigated. These limitations apply even if any limited remedy fails of its essential purpose. They are an essential basis of the bargain between the parties; the Fees would be substantially higher without them. Some jurisdictions do not allow certain limitations, so some of them may not apply to you, in which case PayLocums' liability will be limited to the fullest extent permitted by law. Nothing in these Terms limits liability that cannot be limited under applicable law, such as liability for PayLocums' own fraud.

Time limit for claims. To the fullest extent permitted by law, any claim against a PayLocums Party arising out of or relating to these Terms or the Service must be brought within one (1) year after the claim arose; otherwise, it is permanently barred.

20. Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). PayLocums' Confidential Information includes non-public features, pricing, and documentation of the Service; your Confidential Information includes Customer Data. The receiving party will use the other party's Confidential Information only to perform under or exercise rights in these Terms, will protect it using at least reasonable care, and will disclose it only to its personnel, contractors, service providers, and advisors who need to know it and are bound by confidentiality obligations. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known to it without restriction, is independently developed, or is rightfully received from a third party without restriction. A party may disclose Confidential Information if required by law, subpoena, or court order, after giving reasonable notice where legally permitted.

21. Changes to the Service and These Terms

Service changes. The Service will evolve. We may add, modify, or remove features or functionality at any time. If we remove material functionality that you have paid for and are actively using, we will give reasonable notice where practical, and, if the change materially reduces the Service, you may terminate the affected subscription and receive a pro-rata refund of prepaid Fees for the unused term as your sole remedy.

Changes to these Terms. We may update these Terms from time to time. We will post the updated Terms with a new "Last Updated" date and, for material changes, will notify your account administrators by email or in the App at least 30 days before the changes take effect. Changes will not apply retroactively. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Service and may cancel your subscription. Terms in a signed Order Form may be changed only by a written amendment signed by both parties.

22. Dispute Resolution; Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.

(a) Informal resolution first. Before starting arbitration or a court action, the party with a dispute must send the other a written notice describing the dispute and the relief sought (to PayLocums at legal@paylocums.com and at our mailing address below). The parties will try in good faith to resolve the dispute informally for at least sixty (60) days after the notice is received. Statutes of limitation are tolled during this period.

(b) Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or the relationship between the parties, including the scope, validity, or enforceability of this Section (a "Dispute"), that is not resolved informally will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, before a single arbitrator. The arbitration will take place in Broward County, Florida, unless the parties agree otherwise, and hearings may be conducted by videoconference. The arbitrator will apply Florida law and these Terms, will issue a reasoned written decision, and may award any relief available in court on an individual basis, subject to the limitations in these Terms. The prevailing party will be entitled to recover its reasonable attorneys' fees and costs. Judgment on the award may be entered in any court of competent jurisdiction. This Section is governed by the Federal Arbitration Act.

(c) Exceptions. Either party may (i) bring an individual action in small claims court for a Dispute within that court's jurisdiction, and (ii) seek temporary, preliminary, or permanent injunctive or other equitable relief in court to protect its intellectual property, Confidential Information, or the security of the Service, or to collect unpaid Fees.

(d) CLASS ACTION AND JURY WAIVER. ALL DISPUTES MUST BE BROUGHT AND RESOLVED ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE, INCLUDING ANY DISPUTE HEARD IN COURT.

(e) Confidentiality and severability. Arbitration proceedings and awards are confidential except as needed to enforce an award or as required by law. If the class action waiver in subsection (d) is found unenforceable as to any claim, that claim must proceed in court as provided in Section 23 and not in arbitration, and the remainder of this Section will still apply to all other claims. If any other part of this Section is found unenforceable, the rest remains in effect.

23. Governing Law and Venue

These Terms and any Dispute are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules, and by applicable U.S. federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For any Dispute that is not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Broward County, Florida, and waive any objection based on inconvenient forum.

24. Website Visitors

If you only browse the Site or submit a request-access or contact form, Sections 7, 16, 17, 19, 22, 23, and 25 apply to your use of the Site, and our Privacy Policy describes how we handle information you submit. Content on the Site is for general information only, may change without notice, and is not an offer or a commitment to provide any feature. Submitting a request-access form does not create an account or obligate PayLocums to provide the Service.

25. General Terms

  • Entire agreement. These Terms, any Order Form, and the documents incorporated by reference (including the Privacy Policy and its Customer Data Processing Terms) are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, proposals, and representations. Any terms in your purchase order, vendor portal, or other business form are void and have no effect, even if accepted or signed by PayLocums.
  • Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. PayLocums may assign these Terms without consent, including to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets. Any prohibited assignment is void.
  • Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship. There are no third-party beneficiaries of these Terms; in particular, no Clinician, Facility, or Invited User has any rights under these Terms.
  • Force majeure. PayLocums is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, government action, internet or utility failures, cyberattacks, and failures or outages of hosting, database, email, or other third-party providers.
  • Notices. We may give notices to you by email to your account administrators, by posting in the App, or by mail. Notices to PayLocums must be sent to legal@paylocums.com with a copy by mail to PayLocums LLC, 1 E Broward Blvd, Ste 1230, PMB 497783, Fort Lauderdale, FL 33301-3330. Email notices are effective when sent; mailed notices are effective on receipt.
  • Electronic communications and signatures. You consent to receive communications, agreements, and notices electronically, and agree that electronic acceptance of these Terms is as binding as a signed writing.
  • Publicity. PayLocums may identify you as a customer, including by name and logo, on its website and in marketing materials, unless you opt out by emailing legal@paylocums.com.
  • Export and sanctions. You will comply with U.S. export control and sanctions laws and will not use the Service in or for the benefit of any embargoed country or sanctioned person.
  • Waiver and severability. A failure to enforce any provision is not a waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the rest of these Terms will remain in effect.
  • Interpretation. Headings are for convenience only. "Including" means "including without limitation." These Terms will not be construed against either party as the drafter.
  • Equitable relief. A breach of Sections 7, 8, 16, or 20 may cause PayLocums irreparable harm for which money damages are inadequate, and PayLocums may seek injunctive relief without posting a bond, in addition to any other remedies.

26. Contact

PayLocums LLC
Email: legal@paylocums.com
Mailing address: 1 E Broward Blvd, Ste 1230, PMB 497783, Fort Lauderdale, FL 33301-3330

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