Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "your") and Expanential, Inc. (doing business as "Expa") ("Expa", "we", "us" or "our") governing your use of our websites, including www.expahealth.com, mobile applications, products, services and platform (collectively, the "Expa Platform").

By using the Expa Platform in any way, including creating an account, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Expa Platform.

Please read these Terms carefully as they contain important information about your legal rights, remedies and obligations, including various limitations and exclusions, and a dispute resolution/arbitration/class action waiver provision.

1. About Expa Expa operates a two-sided marketplace platform connecting healthcare employers ("Employers") with healthcare clinicians ("Clinicians") for recruitment and hiring purposes. Through the Expa Platform, Employers can find and evaluate potential Clinician candidates that match their needs, and Clinicians can make their profiles and qualifications available to interested Employers.
2. Changes to Terms We may update these Terms from time to time at our sole discretion. When we make changes, we will revise the "Last Updated" date at the top of the Terms. We encourage you to frequently review the Terms. Your continued use of the Expa Platform after any changes to the Terms constitutes your acceptance of the revised Terms.
3. Account Creation and Responsibilities

   Employers: To access Employer services on the Expa Platform, you must create an account. You agree to provide accurate and complete information and keep it updated. You are solely responsible for activity under your account.

   Clinicians: Clinicians may browse the Expa Platform without an account, but must create one to be considered by Employers for potential positions. You agree your profile and application information is accurate and updated.

   You agree not to share your account credentials or access the Expa Platform using another's credentials. You will promptly notify us of any unauthorized use of your account.

4. Use of the Expa Platform

   Permitted Use: You may only use the Expa Platform for its intended purpose of facilitating recruitment and hiring between Employers and Clinicians.

   Restrictions: You agree not to:

   • Use the Expa Platform for any illegal, harmful, unauthorized or unethical purposes
   • Violate intellectual property, privacy, publicity or other rights
   • Transmit viruses, malware or disruptive code
   • Interfere with the Expa Platform's operation
   • Attempt to gain unauthorized access to systems or networks
   • Scrape, copy or misuse any data from the Expa Platform
5. Recruitment Process

   Employers: You may post job opportunities and position requirements on the Expa Platform. Expa's technology will surface potentially matched Clinician candidates for your consideration based on your criteria.

   Clinicians: Expa's technology will alert you to potential opportunities from Employers that appear to match your profile. You may then indicate interest or apply for those roles through the Expa Platform. Employers will conduct interviews and evaluations through the Expa Platform.

6. Employer Obligations

   As an Employer, you agree:

   • To comply with all applicable laws and regulations in your recruitment activities
   • Not to discriminate unlawfully against Clinician candidates
   • To provide full, accurate and non-misleading information about positions
   • To conduct yourself professionally and ethically
   • To maintain any required licenses and credentials
   • To promptly pay all fees owed to Expa
7. Clinician Obligations

   As a Clinician, you agree:

   • To comply with all applicable laws and regulations
   • To provide full, accurate and non-misleading information in your profile
   • To conduct yourself professionally and ethically
   • To maintain all required licenses, credentials and certifications
   • To promptly update your profile if any information changes
8. Credential Verification

   Clinicians: You authorize Expa to verify the credentials and qualifications in your profile, including licenses, certifications, employment history and background checks to the extent permitted by law. You agree to provide consents and documentation to facilitate this.

   Employers: You acknowledge credential verification is for informational purposes only. Expa does not guarantee completeness or accuracy of verifications. You remain responsible for evaluating candidate qualifications.

9. Hiring and Employment

   Expa is not involved in any employment relationship between Employers and Clinicians. If you hire a Clinician through the Expa Platform, the employment terms are solely between you and the Clinician. Expa is not responsible for either party's acts or omissions.

10. Payment

    Employer Fees: Employers agree to pay Expa the applicable fees and charges for accessing and using the Expa Platform and related services as posted on the platform. Expa reserves the right to change its fees upon notice.

    Payment Processing: You authorize Expa to charge the payment method you provide for any fees owed. Expa uses third-party payment processors subject to their terms and conditions.

11. User Content

    Definition: "User Content" means any information, data, text, software, music, sound, photos, graphics, video or other materials you upload or transmit through the Expa Platform.

    License: You grant Expa a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, distribute, modify, publicly perform and display the User Content in connection with operating the Expa Platform.

    You represent and warrant that you have all necessary rights to the User Content and its submission does not violate any laws or third-party rights.

12. Third Party Services and Links

    The Expa Platform may contain links to third-party websites or resources. Expa does not endorse and is not responsible for any third-party sites or services. Your interactions with them are at your own risk.

13. Intellectual Property

    The Expa Platform and its entire contents, features and functionality including text, software, graphics, photos, videos, logos, and all intellectual property rights are owned by Expa or its licensors and are protected by copyright, trademark, patent and other laws.

    Subject to these Terms, Expa grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Expa Platform. No rights are granted to copy, modify, reproduce, license, sell or distribute any part of the Expa Platform.

14. Prohibited Conduct

    You agree not to:

    • Circumvent, disable or interfere with any Expa Platform security features
    • Access the Expa Platform by any means besides the user interfaces provided
    • Impersonate any person or entity or provide false information
    • Reproduce, distribute, display, sell or create derivative works from the Expa Platform
    • Decompile, reverse engineer or disassemble any part of the Expa Platform
    • Remove any copyright, trademark or other proprietary rights notices
15. Term and Termination

    These Terms are effective upon your acceptance as described above. They will remain in effect as long as you use the Expa Platform unless terminated earlier by you or Expa. Expa may terminate these Terms and disable your access due to your breach of these Terms upon notice.

    Certain provisions, including provisions protecting intellectual property rights, indemnity obligations and limitations of liability will survive termination.

16. Disclaimer of Warranties

    The Expa Platform is provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind. EXPA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT.

    EXPA DOES NOT WARRANT UNINTERRUPTED OR SECURE ACCESS TO THE PLATFORM, THAT DEFECTS WILL BE CORRECTED, THAT DATA OR INFORMATION WILL BE RETAINED, OR THAT THE PLATFORM WILL BE ERROR-FREE.

17. Limitation of Liability

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EXPA, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF THE EXPA PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EXPA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPA'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE EXPA PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU ACTUALLY PAID EXPA FOR SERVICES IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) $500.

    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE LIMITATIONS SET FORTH IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

18. Indemnification

    You agree to indemnify, defend and hold harmless Expa, its affiliates, officers, directors, employees, agents, licensors and partners from and against any claims, liabilities, losses, damages, judgments, awards, costs and expenses (including reasonable attorneys' fees) arising out of or related to (a) your use of the Expa Platform, (b) any User Content you upload or transmit, (c) your violation of these Terms, or (d) your violation of any rights of another.

19. Dispute Resolution and Arbitration

    Please read this section carefully as it affects your rights.

    Most disputes between you and Expa will be resolved through binding individual arbitration per the terms of this provision. You and Expa both agree to give up the right to have disputes resolved in court by a judge or jury except for certain types of disputes explained below.

    This arbitration agreement is governed by the Federal Arbitration Act. It survives after these Terms expire or your relationship with Expa ends. Any arbitration under this agreement will only be on an individual basis. Class arbitrations and class actions are not permitted.

    The arbitration will be conducted by the American Arbitration Association under its Commercial Arbitration Rules. The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

    You can decline this agreement to arbitrate by contacting Expa and opting out within 30 days of first accepting these Terms.

    There are only two exceptions to this agreement to arbitrate:

    1. You and Expa may litigate disputes in small claims court if they qualify for small claims treatment.
    2. You or Expa may seek injunctive relief in court to stop unauthorized use or abuse of the Expa Platform or intellectual property rights.

    No class actions: You may only resolve disputes with Expa on an individual basis, and you may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action.

    Arbitration procedures: Before initiating arbitration, a party must first send a written notice of the dispute providing a brief description and the requested relief. The parties shall then try to negotiate an informal resolution. If no resolution is reached within 60 days after notice, the party initiating dispute can file for arbitration.

20. Governing Law

    These Terms and any disputes will be governed by the laws of the State of Delaware without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

21. Severability

    If any part of these Terms is determined to be invalid or unenforceable, that provision will be severed, and the remaining Terms will remain valid and enforceable.

22. Entire Agreement

    These Terms constitute the entire agreement between you and Expa regarding your use of the Expa Platform and supersede any prior agreements or understandings, whether written or oral.

23. No Third Party Beneficiaries

    These Terms do not confer any rights, remedies or benefits upon any third party.

24. Contacting Expa

    You may contact us with any questions relating to these Terms or the Expa Platform at [email protected].