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TERMS OF USE



Effective Date: March 11, 2021

Welcome to NextShift! NextShift LLC, a Pennsylvania limited liability company, ("NextShift", "we" or "us") owns and operates the websites www.nextshifthealth.com and www.nextshift.com (collectively, the "Site"). These Terms of Use are a legally binding agreement between you ("you") and us concerning your access to and use of the Site. You agree that by using the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, THEN YOU ARE PROHIBITED FROM USING THE SITE.

OUR MATERIALS

The Site and everything on it, including, without limitation, text, photos, videos, graphics and software, (collectively, the "Materials") is owned by or licensed to us. The Site and the Materials are protected by copyright, trademark, trade dress, domain name, patent, trade secret, international treaties and/or other intellectual or proprietary rights and laws of the United States and other countries. You are not authorized to download any content from the Site, including, without limitation, the Materials, and if you do, we will not be responsible in any way for any damage to your computer, device or systems or loss of data resulting from any such download.

Subject to your compliance with these Terms of Use, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Site for your personal and noncommercial use, solely as expressly permitted by these Terms of Use and subject to all of the terms and conditions of these Terms of Use, all applicable laws, and any Additional Terms (as defined below). Any other use of the Site is strictly prohibited. Nothing contained on the Site and/or in the Materials should be interpreted as granting you any license or right to use any of the Materials (other than as provided herein) and/or third-party proprietary content on the Site without our express written permission or the express written permission the relevant third-party owner, as applicable. Any rights not expressly granted herein are reserved by us and our licensors.

PROHIBITED ACTIVITIES

By accessing the Site, you agree to comply with these Terms of Use and all applicable laws, rules and regulations in connection with your use of the Site. Furthermore, you agree not to do or attempt to do any of the following:

- use the Site for any commercial or other purposes that are not expressly permitted by these Terms of Use;

- use the Site in any manner that falsely implies our endorsement, partnership or otherwise misleads others as to your affiliation with us;

- avoid, bypass, remove, deactivate, impair, descramble or attempt, through any means, to circumvent any technological measure implemented by us to protect the Site, or otherwise gain unauthorized access to any part of the Site, computer systems, and/or networks connected to any NextShift server;

- use the Site in any manner that could damage, disable, overburden and/or impair the Site, any NextShift server or the network(s) connected to any NextShift server;

- use the Site in any manner that could interfere with any other party's use and enjoyment of the Site;

- deep-link to, frame or access the Site manually or with any robot, spider, web crawler, extraction software, automated process or device or other means to scrape, copy, or monitor any portion of the Site unless specifically authorized in writing by us;

- create or compile, directly or indirectly, any collection, compilation, database or directory from the Site;engage in any behavior that we deem inappropriate when using the Site;

- engage in any criminal or tortious activity, including, without limitation, fraud, spamming, sending of viruses or other harmful files, copyright infringement, patent infringement or theft of trade secrets or otherwise deleting the copyright or other proprietary rights notice from any of the Materials or from any portion of the Site; or

- disrupt, interfere with or otherwise harm or violate the security of the Site, system resources, accounts, passwords, servers or networks connected to or accessible through the Site or affiliated or linked sites.In the event that we suspect that you engaged in, or attempted to engage in, directly or indirectly, any of the prohibited conduct described above, we reserve the right, but do not have any obligation, to suspend and/or permanently terminate your access to the Site at our sole discretion.

COMMUNICATIONS

When you use the Site, you may be communicating with us electronically. You consent to receive communications from us electronically, such as emails, texts, mobile push notices or notices and messages through the Site, and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.Your voluntary provision of your telephone number (whether a wireless number or otherwise) to us represents your consent that we may contact you by telephone, SMS or MMS messages at that phone number, and your consent to receiving such communications for transactional, operational or informational purposes. When you provide your telephone number to us, you warrant that you are the current subscriber or authorized user of the relevant account. You understand and agree that such messages may be sent using automated technology and/or pre-recorded messages. You may unsubscribe from receiving text messages from us at any time by contacting us as set forth below. Standard data and message rates may apply for SMS and MMS messages, whether you send or receive such messages. Please contact your mobile phone carrier for details.

DISCLAIMER

THE SITE, THE MATERIALS AND ALL OTHER CONTENT ON THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEXTSHIFT DISCLAIMS, WITH RESPECT TO THE SITE, THE MATERIALS AND ALL OTHER CONTENT ON THE SITE, ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEXTSHIFT DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE MATERIALS OR ANY OTHER CONTENT ON THE SITE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE SITE, THE MATERIALS AND ALL OTHER CONTENT ON THE SITE WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. NEXTSHIFT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, THE MATERIALS AND ALL OTHER CONTENT ON THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, CURRENTNESS OR OTHERWISE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO YOU.

NEXTSHIFT WILL NOT BE LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE OF THE SITE FOR ANY REASON WHATSOEVER OR FOR ANY DAMAGES RESULTING, DIRECTLY OR INDIRECTLY, FROM SUCH DELAY OR FAILURE.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NEXTSHIFT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OR DAMAGES WHATSOEVER (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, USE OR OTHER ECONOMIC ADVANTAGE), EVEN IF NEXTSHIFT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF A WARRANTY, CONTRACT, NEGLIGENCE, TORT OR ANY OTHER ACTION OF ANY TYPE THAT IN ANY MANNER ARISES OUT OF OR IN CONNECTION WITH THE SITE OR THE MATERIALS. NEXTSHIFT ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, BROWSING OF OR DOWNLOADING OF ANY MATERIALS FROM THE SITE. AS MAY BE OTHERWISE PROVIDED FOR IN THIS SECTION, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE, WHICH YOU MAY DO AT ANY TIME.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless NextShift, its affiliates, licensors and service providers, and its and their respective officers, directors, members, managers, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any actual or alleged claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including attorneys' fees) arising out of or relating to your violation of these Terms of Use.

THIRD PARTY SITES

The Site may contain links to certain websites and applications that are owned, controlled, developed, sponsored or maintained by third parties and which may be subject to additional terms and conditions ("Third Party Sites"). NextShift does not review, monitor, operate or control Third Party Sites, and NextShift makes no guarantees, representations or warranties as to, and shall have no liability for, the content available on or through or the functioning of any Third Party Sites. By providing access to Third Party Sites, NextShift is not recommending or otherwise endorsing the products or services provided by the sponsors or owners of those Third Party Sites. Your access to and use of Third Party Sites, including, without limitation, providing information, materials or other content to Third Party Sites, is entirely voluntary and at your own risk. NextShift reserves the right to discontinue links to any Third Party Site at any time and for any reason, without notice.

PRIVACY POLICY

We care about the privacy and security of your data. Please review our Privacy Policy carefully. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use by this reference. Please be advised that the Site is hosted in the United States. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

TERMINATION AND VIOLATIONS OF THESE TERMS OF USE

Your rights under these Terms of Use will terminate automatically without notice if you fail to comply with any term of these Terms of Use. We reserve the right, in our sole and absolute discretion, to modify, suspend, or discontinue at any time, with or without notice, the Site (or any part thereof). We will have no liability whatsoever on account of any change to the Site or any suspension or termination of your access to or use of the Site. Upon termination of these Terms of Use for any reason or no reason: (a) your rights to access the Site will terminate and you must immediately cease all use of the Site; and (b) any provision of these Terms of Use that contemplates or governs performance or observance subsequent to termination of these Terms of Use will survive the termination of these Terms of Use. We reserve the right to seek all remedies available at law and in equity for violations of these Terms of Use, including, without limitation, the right to block access to the Site from a particular account, device and/or IP address. You may not assign or transfer these Terms of Use or your rights under these Terms of Use, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms of Use in whole or in part at any time to any entity without your notice or consent. Any purported assignment by you in violation of this section shall be null and void.

CHANGES TO THESE TERMS OF USE

We may change these Terms of Use from time to time and without prior notice to you. If we make a change to these Terms of Use, it will be effective as soon as we post it, and the most current version of these Terms of Use will always be posted under the "Terms of Use" link available on the Site. You agree that you will review these Terms of Use periodically. By continuing to access or use the Site after we post updated Terms of Use, you agree to be bound by the updated Terms of Use, and if you do not agree to the updated Terms of Use, you must stop using the Site. The updated Terms of Use will govern any disputes between you and NextShift, even if the dispute arises or involves facts dated before the "Effective Date" of the updated Terms.

GOVERNING LAW

The offer and acceptance of these Terms of Use is deemed to have occurred in the Commonwealth of Pennsylvania. All matters relating to the Site, the Materials, these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Pennsylvania or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, the Site, the Materials or these Terms of Use shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Pennsylvania in each case located in Philadelphia County, Pennsylvania. Each party hereby waives any and all objections to the exercise of jurisdiction over it by such courts and to venue in such courts.

WAIVER AND SEVERABILITY

Any waiver by NextShift of any term of these Terms of Use must be in writing. Except as otherwise provided in these Terms of Use, if any portion of these Terms of Use is found to be void, invalid or otherwise unenforceable, then that portion shall be deemed to be severable and, if possible, superseded by a valid, enforceable provision that matches the intent of the original provision as closely as possible. The remainder of these Terms of Use shall continue to be enforceable and valid according to the terms contained herein.

CONTACT

The Site is operated by NextShift LLC, 116 Research Drive, Bethlehem, PA 18015.All feedback, comments and other communications relating to the Site or these Terms of Use should be directed to us at the address above or at wecare@nextshift.com.