Terms of Use - Lotus Connect

(Rev. June 15, 2022)

Welcome to the websites of Lotus Workforce Solutions, LLC and its subsidiaries (collectively “Lotus” or “we”). These Terms of Use (the “Terms”) apply to all websites, portals or pages owned or operated by Lotus, including those accessible through the domains and subdomains: www.lotusconnect.com (collectively, the “Lotus Sites”). Please read the Terms carefully prior to accessing and using the Lotus Sites.

General Uses and Restrictions

By accessing and using the Lotus Sites, you agree on your behalf and on behalf of any entity or person on whose behalf you are accessing the Lotus Sites (collectively, “You”) to abide by the Terms. Lotus permits You to use and access the Lotus Sites for lawful purposes only and only in a manner consistent with the Terms. Your agreement to the Terms is a condition of being granted access to and use of the Lotus Sites. If You do not agree with the Terms, You may not access the Lotus Sites and must exit the Lotus Sites immediately. The Terms apply to all visits and use of the Lotus Sites, as well as to the content, information, recommendations, or services provided or transmitted on or through the Lotus Sites. By using and accessing the Lotus Sites, You represent that You are at least 18 years of age, have the authority to enter these Terms on Your own behalf and on behalf of the organization or entity on whose behalf You are using or accessing the Lotus Sites, and that all information provided by You, including, but not limited to Your identity, contact information, experience, qualifications, available positions, and facility details, is accurate and current. You shall be responsible for any violation of the Terms by You, Your agents, or Your employees.

No Guarantee

Lotus does not guarantee that you will receive any employment or job offers through the Lotus Sites and is neither your employer nor your agent based solely on your usage of the Lotus Sites.

Restricted Sites; Registered Users

Lotus has restricted access to certain portions of the Lotus Sites (collectively the “Restricted Sites”), to users with legitimate Lotus-related business reasons for using such Restricted Sites who have registered with Lotus or to whom Lotus has otherwise provided an account, username or password (the “Registered Users”). You agree that the entirety of the Restricted Sites, including, but not limited to their design, source code, databases, content, and data or materials stored on, generated by, created using, or transmitted through them shall be considered Confidential Information, as defined below. You agree that Your use of, and access to, the Restricted Sites shall be limited only to the extent such access and use directly relates to, or is necessary for, an existing or prospective employment relationship with Lotus or an existing or prospective business relationship or agreement between You and Lotus (the “Permitted Uses”).

You agree any username or password used by You to access Restricted Sites is Confidential Information, as defined below. You agree not to use another Registered User’s username and password nor to allow any other person, other than Your employees or agents, to use the username or password used by You. You are solely responsible for all activity conducted using Your username or password. You will immediately notify Lotus if You become aware of any loss or theft of Your username or password or any unauthorized use of Your username and password. Lotus is not liable for any loss or damage arising from your failure to comply with these obligations. Lotus reserves the right to reset, lock, delete, or suspend Your account or login credentials at any time and for any reason. You shall be responsible for notifying Lotus if Your relationship with any employee or agent who had access to the Restricted Sites is severed so passwords may be updated or accounts disabled.

Push Notifications

If you download the App, you may receive push notifications sent to you outside or inside the App which may include alerts, badges, banners and sounds (“Push Notifications“). If you agree to allow Push Notifications, then the App will generate Push Notifications on your mobile device. You may control the Push Notifications in your device’s settings. Some of the Push Notifications may be related to your location. Your carrier may charge standard data and other fees for use of Push Notifications, and these fees may appear on your mobile bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Push Notifications and certain Push Notifications may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues. You may discontinue Push Notifications in your device’s settings or by deleting the App. We may collect information related to your use of Push Notifications.

Confidential Information

When accessing or using the Restricted Sites, you may be able to upload, download, receive, transmit, view, create, enter, access, post, share, display, or otherwise use or access information, documents, or other material that is confidential in nature (collectively “Confidential Information”). Confidential Information includes, but is not limited to: (i) marketing, job orders, personal identifying information, and other information relating to Lotus’s business, customers, agents, employees, or subcontractors or (ii) private or sensitive information relating to healthcare professionals and other workers provided by Lotus, its affiliates, agents, or subcontractors, such as personnel, medical, financial, credentialing, or other compliance documentation or records. You agree to only use Confidential Information for lawful, Permitted Uses or as otherwise permitted by law. You agree to limit access to Confidential Information to only those employees or agents of Yours who reasonably require access to such information for the Permitted Uses. If You provide any Confidential Information to Your employees or agents, You shall require all such employees or agents to abide by these Terms, as well as any applicable laws or agreements relating to such information. You agree that You will be responsible for any breach of any provision of these Terms by Your employees or agents. You shall take all necessary precautions, but not less than a reasonable standard of care, to protect the confidential nature of the Confidential Information, including, without limitation, reasonable security measures and all precautions You use with respect to Your own confidential information.

In the event You or any of Your representatives are requested or required by any government or governmental agency or authority to disclose any of the Confidential Information (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, any informal or formal investigation by any government or governmental agency or authority or otherwise), You will notify Lotus promptly in writing so that Lotus may seek a protective order or other appropriate remedy or, in Lotus’s sole discretion, waive compliance with these Terms. You agree not to oppose any action by Lotus to obtain a protective order or other appropriate remedy. In the event that no protective order or other remedy is obtained or Lotus waives compliance with these Terms, You agree to furnish only that portion of the Confidential Information, which You are advised is legally required.

If You discover or are notified of a breach or potential breach of security with respect to any Confidential Information provided or made available by Lotus, You shall immediately: (i) notify Lotus of such breach or such potential breach at the address specified below, (ii) immediately investigate such breach or such potential breach and inform Lotus of the results of such investigation, and (iii) assist Lotus as reasonably necessary to enforce Lotus’s rights and to enable Lotus to comply with any state or federal law requiring the provision of notice of any security breach with respect to the breach.

Notwithstanding any other provision of this Agreement, Confidential Information shall not include any information, data, material, document, patent or idea, which: (i) is within the public domain prior to the time of disclosure or thereafter becomes within the public domain other than as a result of disclosure by You or Your representatives in violation of these Terms; (ii) was, on or before the date of disclosure in Your possession, as shown by You, unless it was acquired by You from a third party who was under an obligation of confidentiality to Lotus; (iii) is acquired by You from a third party not under an obligation of confidentiality to Lotus; or (iv) was independently developed by You without the use of Confidential Information or other breach of these Terms.

Lotus’s Retention of Proprietary Rights

Lotus hereby grants You with a limited, revocable, temporary, non-exclusive, and non-transferable ability to access and use the Lotus Sites in accordance with these Terms. You expressly acknowledge and agree that Lotus transfers no ownership, intellectual property interest, or title in or to the Lotus Sites, the Confidential Information, or any information or data contained therein to You or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Lotus Sites, unless otherwise indicated, are owned, controlled, or licensed by Lotus. You may not copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit the Lotus Sites, Lotus’s name, Lotus’s logo, Lotus’s marks, or any other data or information provided on or through the Lotus Sites in any manner or use the Lotus Sites in any manner not expressly permitted by these Terms.

The Lotus Sites are Copyright © 2022 Lotus Workforce Solutions, LLC. All rights reserved. Your unauthorized use of the Lotus Sites, Confidential Information, Lotus logos, names, or marks, or any other information or data contained therein may violate intellectual property or other proprietary rights laws, as well as other laws, regulations, and statutes.

Compliance with Applicable Laws

You agree to abide by all applicable local, state, national, and international laws, and regulations with respect to Your use of the Lotus Sites or any Confidential Information or other information obtained by You while using the Lotus Sites. The Terms are also subject to any applicable export laws, orders, restrictions, or regulations. You shall not export the Lotus Sites or access or use the Lotus Sites without complying with such laws, orders, restrictions, or regulations.

Prohibited Uses; Your Transmissions

You may not use the Lotus Sites to send, upload, share, email, post, publish, edit, modify, or otherwise transmit material or information, or use information obtained through the Lotus Sites, in any manner that: (i) violates any applicable law or regulations; (ii) is false or misleading; (iii) is defamatory, offensive, obscene, harassing, or discriminatory, including on any basis protected by applicable federal, state or local law; (iv) violates or infringes on the intellectual property or privacy rights of any other person, including but not limited to rights arising from copyrights, trademarks, patents, or a person’s likeness; (v) constitutes unsolicited marketing efforts, including “junk email,” “spam,” or chain letters; (vi) interferes with or disrupts the performance of the Lotus Sites or servers or systems used to host or operate the Lotus Sites, Lotus’s servers or systems,, or the servers or systems of other users of the Lotus Sites; or (vii) attempts to circumvent or misuse the user authentication or security measures of the Lotus Sites.

By sending, uploading, sharing, emailing, posting, publishing, editing, modifying, or otherwise transmitting content to the Lotus Sites or submitting any content to or through the Lotus Sites or to Lotus relating to the Lotus Sites (including, documentation, feedback), you automatically grant (or warrant that the owner of such rights has expressly granted), Lotus a worldwide, perpetual, royalty-free, irrevocable, nonexclusive right and license to use, reproduce, modify, adapt, publish, transmit and distribute such content in any form, medium, or technology now known or later developed. In addition, You warrant that all so-called moral rights in the content have been waived. Lotus assumes no responsibility for the deletion of or failure to store any posting, transmission, documents, or information stored or submitted on the Lotus Sites. Notwithstanding the foregoing, this section is not intended to and does not supersede any applicable laws or separate written agreements between You and Lotus that are signed by the managing member of Lotus, to the extent such laws or agreements restrict or govern Lotus’s use of confidential information provided by You to Lotus as part of a business transaction.

Lotus is not responsible for screening, policing, editing, or monitoring Your or another Registered User’s transmissions, submissions, and postings. Accordingly, Lotus encourages its Registered Users to use reasonable discretion and caution in submitting or reviewing any transmission or posting. Moreover, Lotus does not make any representation with respect to, nor does it endorse the accuracy, completeness, timeliness, or reliability of any advice, opinion, statement, or other material displayed, uploaded, or distributed by You or any other Registered User. Nevertheless, Lotus reserves the right to delete or take other action with respect to transmissions or postings (or parts thereof) that Lotus believes in good faith violate the Terms or are potentially, unlawful, or harmful to Lotus, its products, services, or goodwill.

Privacy Policy

Your use of the Lotus Sites may be monitored, including to monitor usage levels, collect data and information, and to ensure compliance with applicable laws and agreements. Accordingly, if You access the Lotus Sites you acknowledge and consent to Lotus’s monitoring, collection and use practices. Please see Lotus’s Privacy Policy for a summary of its practices in this regard.

Alleged Copyright Violations

It is the policy of Lotus to take appropriate actions under the Digital Millennium Copyright Act and other applicable intellectual property laws. If you become aware of transmissions or postings that violate these rules or believe your copyrighted work has been inappropriately used or made accessible through the Lotus Sites, please notify Lotus in writing at the address provided below.

Links to Other Sites

Lotus may provide links, in its sole discretion, to other sites on the World Wide Web for your convenience. These sites have not necessarily been reviewed by Lotus and are maintained by third parties over which Lotus exercises no control. Accordingly, Lotus expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites. Moreover, these links do not imply that Lotus has endorsed any third party, any third-party website, or the products or services provided by any third party.

Disclaimer

THE LOTUS SITES AND ALL INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON OR THROUGH THE LOTUS SITES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. LOTUS MAY MAKE MODIFICATIONS AND/OR CHANGES TO THE LOTUS SITES OR TO THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON THE LOTUS SITES AT ANY TIME AND FOR ANY REASON. YOU ASSUME THE SOLE RISK OF MAKING USE OF AND/OR RELYING ON THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE LOTUS SITES. LOTUS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE LOTUS SITES FOR ANY PURPOSE. LOTUS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. LOTUS ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE LOTUS SITES WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DEFECT IN, OR DISSATISFACTION WITH, THE LOTUS SITES OR ANY INFORMATION THEREIN IS TO CEASE USE OF THE LOTUS SITES.

MOREOVER, IN NO EVENT SHALL LOTUS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE USE OF, OR ACCESS TO, THE LOTUS SITES OR THE DELAY OR INABILITY TO USE THE LOTUS SITES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF LOTUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE LOTUS SITES IS TO STOP USING THE LOTUS SITES.

NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF LOTUS FOR ANY REASON WHATSOEVER RELATED TO YOUR USE OF, OR ACCESS TO, THE LOTUS SITES AND ALL INFORMATION AND SERVICES THEREIN, OR WITH THE DELAY OR INABILITY TO USE THE LOTUS SITES, INFORMATION, OR SERVICES THEREIN, SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights.

Indemnification

You agree to defend, indemnify, and hold harmless Lotus, its affiliates, officers, directors, employees, agents, licensors, clients, and subcontractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to or arising from: (i) Your use of the Lotus Sites, (ii) Your violation of the Terms; (iii) Your violation of any third-party rights relating to or arising out of Your use of the Lotus Sites, or (iv) Your violation of any law or regulation relating to, or arising out of, Your use of, or access to, the Lotus Sites.

Term and Termination

The Terms shall take effect immediately upon: Your access to, or use of, the Lotus Sites after the Terms are posted or, if you have executed a separate agreement incorporating or referencing these Terms, the effective date of such agreement. The Lotus Sites are provided as a convenience to assist Lotus in conducting its business. Lotus reserves the right to modify, change, or disable the Lotus Sites or Your use of, or access to, the Lotus Sites, at any time with or without notice. Lotus shall not be liable for damages in connection with such terminations, disabling, modifications, or changes.

In addition, Lotus reserves the right to modify or terminate the Terms at any time upon reasonable notice to You. You agree that Lotus may provide reasonable notice of such modifications by posting the new or modified terms (the “Modified Terms”) on the Lotus Sites and specifying an effective date that is at least 10 days after the date the Modified Terms are initially posted. You agree that if You continue to use the Lotus Sites without written objection to Lotus, You shall be considered to have accepted the Modified Terms as of the effective date stated therein. Such Modified Terms shall apply prospectively only. If the Terms are terminated or modified, these Terms shall apply only to pre-termination or pre-modification use, access, actions, or omissions.

You may terminate any of Your obligations under the Terms at any time by ceasing to use the Lotus Sites and, if You are a Registered User, by notifying Lotus of your desire to terminate Your account. Upon termination, You must destroy all copies of Confidential Information in your possession, custody, or control, except that You may be permitted to obtain a copy of certain Confidential Information to the extent permitted in writing by Lotus or where You are legally required to retain such records.

Notices

All notices, requests, demands or other communications to Lotus shall be made in writing and shall be addressed to:

Lotus Workforce Solutions, LLC
Attention: Legal
5930 Cornerstone Court West, Suite 300
San Diego, CA 92121

Lotus may provide notice to You by posting on the Lotus Sites or otherwise contacting You at Your last known email address or last known mailing address.

MISCELLANEOUS

The Terms and any claims arising out of or relating to the Terms or Your use of the Lotus Sites shall be governed by and construed in accordance with the laws of the State of California, without reference to its conflict of law principles. You hereby consent to the exclusive personal jurisdiction in any state or federal court or arbitral forum located in San Diego, California. If any provision of the Terms is held to be invalid, void, or unenforceable, all other provisions shall remain valid and be enforced and construed as if such invalid provision were never a part of the Terms. Unless otherwise provided herein, any dispute, controversy or claim arising out of or relating to this Agreement shall be submitted to binding arbitration before the office of Judicial Arbitration and Mediation Services (“JAMS”) located in San Diego, California, as the exclusive remedy.
You acknowledge that any breach, threatened or actual, of the Terms will cause irreparable injury to Lotus, such injury would not be quantifiable in monetary damages, and Lotus would not have an adequate remedy at law. You therefore agree that Lotus shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of Your obligations under any provision of the Terms. Accordingly, You hereby waive any requirement that Lotus post any bond or other security in the event any injunctive or equitable relief is sought by, or awarded to, Lotus to enforce any provision of the Terms.
You may not assign Your rights or obligations to any other person or entity without Lotus’s prior written consent.
No waiver, delay, or failure by Lotus with respect to any right or provision under the Terms shall be deemed a waiver of any other provision or constitute a continuing waiver.
No joint venture, partnership, employment, or agency relationship exists between you and Lotus as result of the Terms or your utilization of the Lotus Sites.
The headings in the Terms are for convenience or reference only and are not to be considered when construing the Terms.
The Terms represent the entire agreement between You and Lotus with respect to use of the Lotus Sites. The Terms supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and Lotus that govern Your use of, or access to, the Lotus Sites. In the event You are or were an employee of Lotus, the terms of any employment policies or written agreements signed with the requisite authority from Lotus’s managing member relating to Your employment with Lotus (including any arbitration agreements) shall control to the extent deemed inconsistent with the Terms.

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