1. WHO WE ARE

StaffDNA, LLC ("StaffDNA," "we," "our" or "us") is a trusted leader in the healthcare staffing space, and specializes in travel nurse, travel allied and permanent placement healthcare staffing solutions for public and private healthcare systems across the United States. StaffDNA provides a publicly available website https://Staffdna.com, mobile applications, as well as several social media accounts (our "Sites"), where we provide information about our services, healthcare career opportunities and the healthcare staffing industry (our "Services").

2. THESE TERMS FORM A BINDING LEGAL AGREEMENT

These Terms of Use ("Terms of Use"), together with our Privacy Policy, available at https://staffdna.com/privacy-policy ("Privacy Policy"), constitute a legally binding agreement between you and us. Please read both documents carefully. Your access to and use of our Sites and Services is subject to these Terms of Use, the Privacy Policy and all applicable laws. By accessing or using our Sites or Services in any manner, you agree to be bound by these Terms of Use. If you do not agree to these Terms of Use or the Privacy Policy, you may not use our Sites or Services.

We reserve the right to modify these Terms of Use and our Privacy Policy at any time. We may also change, suspend or discontinue all or any part of the Sites and Services at any time, in our sole discretion.

3. YOUR REPRESENTATIONS

BY USING AND/OR ACCESSING ANY PART OF OUR SITES OR SERVICES, YOU UNCONDITIONALLY AND EXPRESSLY ACKNOWLEDGE, REPRESENT AND AGREE THAT YOU: (A) ARE AT LEAST 18 YEARS OF AGE; (B) HAVE READ AND UNDERSTAND THESE TERMS OF USE AND THE PRIVACY POLICY; (C) UNDERSTAND THAT YOU ARE BOUND BY THESE TERMS OF USE AND THE PRIVACY POLICY; AND (D) WILL COMPLY WITH THESE TERMS OF USE, THE PRIVACY POLICY AND ANY APPLICABLE LAWS AND REGULATIONS.

4. LICENSE TO USE THE SITE AND SERVICES

Subject to these Terms of Use and the Privacy Policy, we grant you a limited, non-transferable license to access and use the functionality, features, content and information provided through our Sites and/or Services for the purposes of obtaining information or Services, communicating with us, providing your reviews and participating in features and promotions we may offer from time to time. You may not use the Sites or Services for any other purpose without first obtaining written permission from us.

We do not endorse any job opportunities or provide any representations or warranties with respect to any job opportunities. It is your responsibility to determine the suitability and desirability of any job opportunities you choose to apply for or pursue.

5. EEO POLICY

StaffDNA is an Equal Opportunity Employer. All qualified applicants will receive consideration of their Submission and for employment without regard to race, color, sex, sexual orientation, gender identity, religion, national origin, disability, veteran status, age, marital status, pregnancy, genetic information, or other legally protected status.

6. ACCOUNT REGISTRATION

If you create an account with us, you will be required to provide certain personal data, such as your name, contact information and professional information. You are solely responsible for all information you provide to us and for maintaining the security of your account credentials. You are responsible for all activity that occurs under your account, whether or not authorized by you. You agree to notify us immediately of any unauthorized use of your account or any other security breach. You agree not to submit false information to us or anyone else through the Sites or Services. By creating an account, you consent to receive periodic communications from us.

7. OWNERSHIP RIGHTS

You expressly acknowledge and agree that StaffDNA and our content providers (as applicable) own all content, trademarks, copyrights and other intellectual property located on and related to the Sites and Services, excepting only the Submissions and User Content described below.

8. YOUR SUBMISSIONS AND USER-GENERATED CONTENT

Users of our Sites may provide personal and professional data to access and use our Services ("Submissions"), including (without limitation) information provided on career applications. Users may also contribute content and other materials on our Sites, including (without limitation) comments, reviews and other materials ("User Content"). If you provide Submissions and/or User Content, you agree to provide only truthful and accurate material that you have the right to provide to us. You retain all rights in and to your Submissions and User Content.

You grant us and our related companies, agents, sublicensees, contractors and assigns ("Licensed Parties"), a license to: (a) use and distribute your Submissions so that we can provide our Services to you; and (b) use your User Content for our business purposes, in our sole discretion.

We will not compensate you for the use of your Submissions or User Content, and we reserve the right to remove or delete any Submissions or User Content in our sole discretion. You are responsible for maintaining copies of your own Submissions and User Content in the event they are lost, altered or destroyed.

You represent and warrant that (i) you are solely responsible for all Submissions and User Content you upload or otherwise provide to us, (ii) you own all rights in and to your Submissions and User Content and/or have obtained appropriate rights and permissions from any and all other persons and/or entities who own, manage or otherwise claim any rights with respect to such Submissions and User Content, (iii) the Licensed Parties' use of your Submissions and User Content as described herein will not violate the rights, including but not limited to copyright, trademark, patent, trade secret, privacy, publicity, moral, proprietary or other rights, of any third party, or any law, rule or regulation, and (iv) the Submissions and User Content are not libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive or otherwise unlawful. To the fullest extent allowable by law, you release the Licensed Parties from, and agree to indemnify the Licensed Parties for, all claims, demands and damages of every kind and nature, known and unknown, arising out of or in any way connected with your Submissions and/or User Content that violates this provision.

9. YOUR OBLIGATIONS TO US

In addition to the representations provided above, in exchange for use of the Sites and/or any Services, you represent the following:

• You agree not to create false accounts or to provide false information. You represent and warrant that the contact information and account information you provide is truthful at the time you provide it.
• You are responsible for the security of your account. You agree to choose a strong password and keep it confidential. You are responsible for all activity on your account. If you suspect unauthorized use of your account, contact us immediately.
• You will copy information from the Sites only for your personal, non-commercial purposes.
• You will not otherwise reproduce, modify, distribute, display or otherwise provide access to the Sites or their content.
• You will not use the Sites or the Services in any way that is unlawful or may harm StaffDNA or any other site visitors.
• You will not engage in any of the following activities:
  • Using or submitting any offensive content including, but not limited to, obscene language, obscene references, obscene images, threatening or harassing messages, discriminatory actions, messages, or images, and defamatory statements.
  • Creating a username or providing content that is offensive or violates anyone else's trade secret, copyright, privacy right, publicity right or other intellectual property right.
  • Engaging in activity that is unauthorized advertisement or promotions, including unauthorized solicitation of users of the Sites and/or Services.
  • Collecting personal information of other users of the Sites and/or Services without such user's consent.
  • Engaging in activity that compromises the Sites and/or Services. Such activity may include, but is not limited to hacking, IP attacks, ransomware attacks, spamming, phishing, cancel bots, Trojan horses, and mail bombing or crashing, and transferring any malware to the Sites or other users of the Sites or Services.
  • Allowing unauthorized access, whether intentionally or unintentionally, to the Sites and/or Services.
  • Using the Sites, Services and/or any information or content available through the Sites and/or Services in any manner that is not expressly permitted under these Terms of Use.
  • Interfering or attempting to interfere with the security and/or proper working of the Sites and/or Services.
  • Overlaying, modifying or otherwise altering the Sites and/or Services or their appearance, including without limitation by inserting elements into the Sites or Services or removing, covering or obscuring any content, advertisements or other materials displayed on or through the Sites or Services.
  • Creating or using fake accounts, or using any tools, software or other means to generate fake engagement on the Sites and/or Services, including without limitation artificially liking, sharing, commenting on, re-sharing or otherwise interacting with content, or manipulating any content ranking, recommendation or display algorithms used by the Sites and/or Services.
  • Using any data, content or information obtained from the Sites or Services, including without limitation any Site Data, to develop, build, support, improve or operate any product, service, platform or website that competes with or is substantially similar to the Sites or Services, or to assist any third party in doing so.
  • Selling, licensing, sublicensing, monetizing or otherwise commercializing any data, content or information obtained from the Sites or Services, whether directly or indirectly, including without limitation through data brokers, data aggregators or other intermediaries.
  • Using any data, content or information obtained from the Sites or Services to train, develop, improve or validate any artificial intelligence, machine learning, large language model, neural network or other automated or algorithmic system, whether for commercial or non-commercial purposes, without the prior written consent of StaffDNA.

The license granted to you under these Terms of Use to access and use the Sites and Services shall automatically terminate if you violate any of the restrictions in these Terms of Use. We reserve the right to disclose the identity of anyone posting or transmitting information or materials violating the above prohibitions.

10. RELIANCE ON USER CONTENT, JOB LISTINGS AND THIRD-PARTY CONTENT

The Sites and Services may contain or display User Content, job listings, compensation data, facility information, reviews, ratings and other content or information provided by users, healthcare facilities, advertisers or other third parties (collectively, "Third-Party Content"). StaffDNA does not control, verify, endorse or guarantee the accuracy, completeness, timeliness, reliability or suitability of any User Content, job listings or Third-Party Content made available on or through the Sites or Services. You acknowledge and agree that: (a) any reliance on User Content, job listings or Third-Party Content is at your sole risk; (b) the Service Provider Parties are not responsible or liable for any loss, damage or harm arising from your reliance on such content; (c) job listings and related information, including without limitation compensation ranges, job descriptions, facility details and credentialing requirements, are provided for informational purposes only and may contain errors, omissions or outdated information; (d) the inclusion of any job listing or Third-Party Content on the Sites or Services does not constitute an endorsement, recommendation or guarantee by StaffDNA of any employer, facility, position or opportunity; and (e) you are solely responsible for independently verifying the accuracy and suitability of any User Content, job listing or Third-Party Content before making any decisions or taking any action based thereon. StaffDNA reserves the right, but has no obligation, to monitor, edit or remove any User Content or Third-Party Content at any time, in its sole discretion, without notice.

11. DATA SCRAPING IS EXPRESSLY PROHIBITED

You expressly agree that you will not, and will not permit any third party to, use any software, tool, device, script, robot, crawler, browser plug-in, browser extension or any other automated means or process (collectively, "Scraping Tools") to scrape, copy, extract, harvest, index, mine or otherwise collect any data, content or information from the Sites or Services, including without limitation job listings, candidate data, compensation information, user profiles or any other proprietary data (collectively, "Site Data"), whether directly or through third parties such as search tools, data aggregators or data brokers. Without limiting the foregoing, you shall not:

• Develop, support or use Scraping Tools to access, scrape, copy or download any Site Data or any portion of the Sites or Services;
• Use bots or other unauthorized automated methods to access the Sites or Services, collect Site Data, create accounts, submit applications or otherwise drive inauthentic activity on the Sites;
• Copy, use, display, republish, sell, license or distribute any Site Data obtained from the Sites or Services, whether directly or through third parties, without the prior written consent of StaffDNA and, where applicable, the relevant third-party content owner (such as healthcare facilities, advertisers or other users who may have rights in such content);
• Override any security feature or bypass or circumvent any access controls, rate limits, CAPTCHA protections or other use limits of the Sites or Services;
• Deep-link to the Sites or Services for any purpose without our prior written consent; or
• Interfere with the operation of, or place an unreasonable load on, the Sites or Services, including without limitation through spam, denial of service attacks, viruses or manipulation of algorithms.

Any use of Scraping Tools or any collection of Site Data in violation of this Section constitutes a material breach of these Terms of Use. You acknowledge and agree that any Scraping Tools used in connection with the Sites or Services may become non-operational at any time without notice. In addition to any other rights and remedies available to us at law or in equity, we reserve the right, in our sole discretion and without prior notice, to: (a) immediately terminate or suspend your account and your access to the Sites and Services; (b) render any Scraping Tools non-operational; (c) pursue injunctive or other equitable relief; and (d) seek recovery of all damages, losses, costs and expenses (including reasonable attorneys' fees, which you expressly agree to pay) arising from or related to such violation. You acknowledge that any unauthorized collection or use of Site Data may cause irreparable harm to StaffDNA for which monetary damages would be an inadequate remedy, and you consent to the entry of injunctive relief in favor of StaffDNA without the requirement of posting a bond or other security.

12. ACCESSIBILITY

We are committed to providing an excellent experience for all users, including users with disabilities. You understand and acknowledge, however, that certain features of the Sites may not be fully accessible due to third-party integrations or errors. If you have comments regarding accessibility of any part of the Sites, or would like to report an issue, please email us at privacy@StaffDNA.com. You expressly agree to work with us in good faith to resolve any accessibility concerns and will not assert any claims regarding accessibility unless you have first provided us with written notice of the issue and a thirty (30) day period to remedy it.

13. DISCLAIMERS AND LIMITS ON LIABILITY; WAIVER OF CLASS ACTION RIGHTS; WAIVER OF JURY TRIAL

THE SITES AND SERVICES, AND ALL INFORMATION AND CONTENT AVAILABLE THROUGH THE SITES AND SERVICES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY IMPLIED OR EXPRESS WARRANTY OF ANY KIND (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, SECURITY, CORRECTNESS, ACCESSIBILITY AND NON-INFRINGEMENT). STAFFDNA, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AGENTS, AND SUPPLIERS (COLLECTIVELY THE "SERVICE PROVIDER PARTIES") MAKE NO REPRESENTATION OR WARRANTY REGARDING: (A) THE CONTINUED AVAILABILITY, RELIABILITY, ACCURACY, ACCESSIBILITY, RESULTS OR PERFORMANCE OF THE SITES AND SERVICES; (B) THE EXISTENCE (OR ABSENCE) OF ANY VIRUS, WORM, MALWARE, MALICIOUS CODE OR OTHER DISABLING DEVICES OR CODE FROM ANY SOURCES; (C) THE UNAUTHORIZED ACCESS TO OR USE OF YOUR INFORMATION; (D) ANY TECHNICAL FAILURES (INCLUDING HARDWARE OR SOFTWARE FAILURES); OR (E) LOSS, USE OR MISUSE OF YOUR DATA.

YOUR USE OF THE SITES AND SERVICES IS AT YOUR OWN RISK. YOU AGREE THAT THE SERVICE PROVIDER PARTIES ARE NOT LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES. IN NO EVENT SHALL THE SERVICE PROVIDER PARTIES' TOTAL LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING ATTORNEYS' FEES), WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AMOUNT (IF ANY) PAID BY YOU TO US FOR THE USE OF THE SITES AND SERVICES WITHIN THE PRECEDING TWELVE (12) MONTHS. IF YOU RESIDE IN A JURISDICTION THAT DOES NOT PERMIT THE WAIVER OF CERTAIN WARRANTIES OR THE LIMITATIONS ON DAMAGES DESCRIBED IN THIS SECTION, SOME OF THESE PROVISIONS MAY NOT APPLY TO YOU. YOU AGREE TO PROMPTLY NOTIFY US IN WRITING OF ANY CLAIM YOU BELIEVE YOU HAVE AGAINST ANY OF THE SERVICE PROVIDER PARTIES AND, YOU AGREE THAT IF YOU HAVE ANY CLAIM AGAINST ANY OF THE SERVICE PROVIDER PARTIES, IT MUST BE BROUGHT WITHIN ONE (1) YEAR FROM THE DATE IT ARISES (OR SUCH SHORTER PERIOD UNDER APPLICABLE STATUTES OF LIMITATION), OR SUCH CLAIM SHALL BE DEEMED WAIVED AND RELEASED. YOU FURTHER AGREE TO RESOLVE ANY AND ALL CLAIMS AGAINST THE SERVICE PROVIDER PARTIES ON AN INDIVIDUAL BASIS AND KNOWINGLY WAIVE: (A) YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION AGAINST THE SERVICE PROVIDER PARTIES; AND (B) YOUR RIGHT TO A JURY TRIAL IN ANY DISPUTE WITH THE SERVICE PROVIDER PARTIES.

14. AVAILABILITY

WE CANNOT GUARANTEE THE SITES WILL BE AVAILABLE OR SECURE 100% OF THE TIME BECAUSE PUBLIC NETWORKS, SUCH AS THE INTERNET, OCCASIONALLY EXPERIENCE DISRUPTIONS. ALTHOUGH WE STRIVE TO PROVIDE THE MOST RELIABLE SITES REASONABLY POSSIBLE, INTERRUPTIONS, THIRD PARTY INTERFERENCE AND DELAYS DO OCCUR AND STAFFDNA EXPRESSLY DISCLAIMS ANY LIABILITY FOR DAMAGES RESULTING FROM SUCH PROBLEMS.

15. INDEMNIFICATION

You agree to indemnify, defend and hold harmless the Service Provider Parties and any of our third-party service providers from and against any and all claims, demands, actions, liabilities, fines, penalties and expenses (including reasonable attorneys' fees), whether based on warranty, contract, negligence, strict liability or otherwise, that may arise from: (a) your breach of these Terms of Use; (b) your access to or use of the Sites and/or Services; (c) any infringement of intellectual property rights by you or any third party using your account; and (d) any activity conducted through your account.

16. THIRD-PARTY LINKS

The Sites may contain links to third-party websites. Such links do not constitute an endorsement or sponsorship of those sites or the information, products or services offered on or through the sites. Third-party websites are maintained by persons or organizations over which StaffDNA exercises no control. We disclaim any and all responsibility for the content of, or results arising from your use of, such third-party websites.

17. USE OF ARTIFICIAL INTELLIGENCE

We utilize artificial intelligence, machine learning, automated decision-making tools and related technologies (collectively, "AI Tools") in connection with the operation of our Sites and Services, including without limitation for purposes of candidate matching, content generation, communications, data analysis and user experience optimization. You acknowledge and agree that: (a) AI Tools may be used to process your Submissions and other data you provide through the Sites and Services; (b) outputs generated by AI Tools are provided for informational purposes only and do not constitute professional advice, guarantees of employment or representations of any kind; (c) AI Tools may produce inaccurate, incomplete or biased results, and you are solely responsible for independently verifying any information or recommendations generated by AI Tools; (d) the Service Provider Parties make no representations or warranties regarding the accuracy, reliability or completeness of any AI-generated output; and (e) the Service Provider Parties shall not be liable for any damages, losses or claims arising from your reliance on AI-generated content or outputs. We reserve the right to modify, expand or discontinue our use of AI Tools at any time without notice.

18. COPYRIGHT COMPLAINTS

We respect the intellectual property of others. In accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512 ("DMCA"), if you believe that your copyrighted work has been copied in a way that constitutes copyright infringement, please provide our designated copyright agent with the following information.

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• Description of the copyrighted work that you claim has been infringed;
• The location on the Sites of the material that you claim is infringing;
• Your address, telephone number and e-mail address;
• A statement that your claim of infringement is based on a good faith belief; and
• A statement made under penalty of perjury that the information you have provided is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our designated copyright agent for notice of claims of copyright infringement pursuant to the DMCA can be reached as follows: privacy@StaffDNA.com. Please note that, under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability for damages.

19. CONSENT TO RECEIVE ELECTRONIC NOTIFICATIONS

Electronic communication is the most effective way to provide users of the Sites and/or Services with required or optional notifications and disclosures. Certain state and/or federal laws may require us to send disclosures in paper format unless you have affirmatively consented to electronic delivery. Pursuant to 15 U.S.C. § 7001, you hereby affirmatively consent to receive all notifications and disclosures from us in electronic form only, without requiring a paper copy, and you represent that you have not previously withdrawn such consent. You may withdraw your consent at any time. If you would like to withdraw your consent to receive electronic notifications and/or would like to request a paper copy of any electronic notifications you receive, please contact us at privacy@StaffDNA.com. To receive electronic records, you will need access to a device with Internet connectivity and email software (such as Microsoft Outlook) or access to a web-based email platform, such as Gmail, Yahoo or other electronic mail provider.

20. SEVERABILITY

If any term or provision in these Terms of Use is found to be void, unenforceable or against public policy by a court of competent jurisdiction in a final, non-appealable order, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the provision shall be deemed stricken and the remainder of these Terms of Use shall continue in full force and effect.

21. CONTROLLING LAW AND VENUE

It is understood and agreed that all the construction and interpretation of these Terms of Use and the relationship between the parties shall at all times be governed by and construed in accordance with the internal laws of the State of Texas, without regard to its conflict of laws principles. Any action arising under or relating to these Terms of Use shall be brought exclusively in the courts located in Collin County, Texas. If we successfully enforce or defend our rights under these Terms of Use, we shall be entitled to recover our reasonable attorneys' fees and expenses from you.

22. ENTIRE AGREEMENT

These Terms of Use, together with our Privacy Policy, constitute the entire agreement between the parties with respect to the Sites and Services and supersede all prior and contemporaneous representations, promises, agreements and understandings, whether oral or written.

23. QUESTIONS

If you have any questions about us, the Sites, our Services, our Privacy Policy or these Terms of Use, you may contact us at: