Terms & Conditions.

This Agreement is entered into between Prosper Medical Staffing ("Company," "We," "Us," or "Our") and the individual or entity accessing the Website ("User," "You," or "Your"). "Website" means ProsperMedicalStaffing.com and all subdomains; "Services" means all staffing, recruitment, and placement services; "Content" means all text, graphics, images, and data; "Personal Information" means any data identifying an individual; "Healthcare Professional" means any licensed clinical or non-clinical worker seeking placement; "Client Facility" means any healthcare organization seeking staffing services. Additional defined terms appear throughout and carry the same meaning wherever used. Headings are for convenience only and do not affect interpretation.

Legally Binding. By using this Website, submitting any form, creating an account, or clicking any "I Agree," "Submit," or similar button, YOU ARE ENTERING INTO A LEGALLY BINDING CONTRACT equivalent to a handwritten signature under the E-SIGN Act (15 U.S.C. § 7001 et seq.) and UETA. You represent you are: (a) at least 18 years of age; (b) legally capable of entering binding agreements; (c) not under any legal disability; and (d) accessing from a jurisdiction where use is lawful. We reserve the right to modify these terms at any time without individual notice beyond Website posting. Continued use following posting of updated terms constitutes acceptance. It is your sole responsibility to review these terms periodically.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Website solely for lawful purposes. You expressly agree NOT to: use the Website unlawfully; reproduce, sell, or exploit any portion without written permission; gain unauthorized access to servers or networks; upload malicious code; collect personal information without consent; impersonate any person or entity; submit false or misleading credentials; use automated tools, bots, scrapers, or similar technologies; interfere with Website integrity or performance; circumvent security measures; use the Website for competitive intelligence gathering; or engage in any activity that could damage, disable, or impair the Website or its users. Any unauthorized use automatically terminates your license and may result in civil and criminal liability. We reserve the right to terminate access at any time, for any reason, without notice.

By using the Website you consent to our collection, use, and sharing of your personal information. We may collect: contact information (name, email, phone, address); professional information (licenses, certifications, employment history); demographic information; usage data, cookies, IP addresses, and browser information; financial and payment information; device identifiers; geolocation data; and any other information you voluntarily provide. Your information may be used to: facilitate placements and credential matching; verify professional credentials; communicate regarding services and opportunities; comply with legal and regulatory obligations; conduct analytics and improve our services; send marketing communications (opt-out available); and fulfill other purposes described herein. To the extent Protected Health Information (PHI) is shared, both parties agree to comply with HIPAA as amended by HITECH. A Business Associate Agreement (BAA) will be executed where required by law. We may share your information with Client Facilities, credential verification services, background check providers, payment processors, and regulatory bodies. We do not sell personal information for marketing purposes. The Website uses cookies and similar tracking technologies. Disabling cookies may impair Website functionality.

You authorize Prosper Medical Staffing and its agents to verify all professional licenses, certifications, references, employment history, and educational background. You represent that all submitted credentials are current, valid, and accurately represented. You authorize background checks including criminal history, OIG/SAM exclusion list checks, sex offender registry searches, and drug screening as required by applicable law and Client Facilities. You will execute a separate written background check authorization form as required. Submission of your profile does not guarantee placement. Specific placement terms, including compensation, duration, and assignment details, will be governed by a separate executed agreement. You agree to maintain strict confidentiality regarding patient information, Client Facility operations, and proprietary information of Prosper Medical Staffing. This obligation survives termination. You agree to promptly notify us of any change in licensure, certification status, or adverse action taken by any licensing authority. Failure to disclose may result in immediate termination and may constitute grounds for legal action.

If accessing the Website on behalf of a Client Facility, you represent and agree that: you have authority to bind your organization to this Agreement; your organization will comply with all applicable federal, state, and local employment laws; your organization will maintain a safe workplace and comply with all OSHA standards; placement details, fees, and specific service terms will be governed by a separate Master Services Agreement (MSA); your organization will protect the confidentiality of Healthcare Professional candidate information; your organization will not discriminate in violation of applicable law; your organization will cooperate with credential verification processes; your organization will provide accurate and complete information regarding open positions and requirements; and your organization will pay all fees in accordance with the applicable fee schedule and MSA terms.

All content, trademarks, service marks, logos, trade names, and other intellectual property displayed on the Website are the exclusive property of Prosper Medical Staffing or its licensors. You are granted no right, title, or interest in any such intellectual property. Unauthorized use, reproduction, or distribution of any Website content is strictly prohibited and may result in civil and criminal liability, including injunctive relief, actual damages, statutory damages up to $150,000 per work infringed, and recovery of attorneys' fees and court costs under applicable intellectual property law.

Prosper Medical Staffing does not guarantee employment, placement, or any particular outcome from use of this Website or its Services. The Website and its Content are provided on an "as is" and "as available" basis without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Website will be uninterrupted, error-free, secure, or free of viruses or other harmful components. To the fullest extent permitted by applicable law, Prosper Medical Staffing shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, loss of data, loss of goodwill, service interruption, computer damage, or system failure, even if advised of the possibility of such damages. Our total cumulative liability shall not exceed the greater of (a) the amount paid by you in the six (6) months preceding the claim or (b) one hundred dollars ($100.00). The Website may contain links to third-party websites. Prosper Medical Staffing is not responsible for the content, privacy practices, or terms of such third-party sites and links do not constitute an endorsement.

You agree to defend, indemnify, and hold harmless Prosper Medical Staffing, its officers, directors, employees, agents, licensors, service providers, and successors from and against any and all claims, liabilities, damages, losses, judgments, costs, and expenses (including reasonable attorneys' fees and court costs) arising from: (a) your use of the Website or Services; (b) your violation of this Agreement; (c) your violation of any third-party rights including intellectual property or privacy rights; (d) any false, inaccurate, or fraudulent information you submit; (e) your violation of any applicable law or regulation; or (f) your negligence, willful misconduct, or fraud. This indemnification obligation shall survive termination of this Agreement.

This Agreement shall be governed by the laws of the State of Texas without regard to conflict of law provisions. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in Collin County, Texas. The arbitrator's decision shall be final, binding, and may be entered as a judgment in any court of competent jurisdiction. YOU EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST PROSPER MEDICAL STAFFING. All disputes must be brought in your individual capacity. Either party may seek emergency injunctive or equitable relief in state or federal courts in Collin County, Texas to protect intellectual property or confidential information without waiving the right to arbitrate. Any claim must be brought within one (1) year of accrual or be forever barred.

This Agreement, together with any applicable placement agreement, MSA, or BAA, constitutes the entire agreement between you and Prosper Medical Staffing regarding Website use. If any provision is held invalid or unenforceable, remaining provisions remain in full force and effect. Failure to enforce any right or provision is not a waiver of that right. You may not assign or transfer any rights under this Agreement without prior written consent of Prosper Medical Staffing. We may assign our rights and obligations without restriction. All legal notices shall be sent in writing via certified mail or email as posted on the Website. Neither party shall be liable for delays or failures resulting from force majeure events. Section headings are for convenience only. Our failure to act with respect to a breach does not waive our right to act with respect to subsequent or similar breaches. The parties have read and understood this Agreement and agree to be bound by its terms.