(the "Agreement") is made and entered into between Tap'N'Care Ltd. Toronto, Ontario (" Tap'N'Care " or “We”) and the client/user (the "Client") as of the date Client indicates acceptance of the terms of this Agreement by clicking as indicated below. Client and Tap’N’Care are hereinafter referred to collectively as the "Parties."
Tap'N'Care Website and Mobile App (“Mobile App”) is an online venue that connects independent providers of healthcare services (e.g., healthcare facilities, Families, Careers, or healthcare systems) (each a “Client”) with healthcare professionals (e.g., nurses, personal support Worker, medical technicians) (“Healthcare Professional”), for short-term and relief healthcare staffing positions.
Client may submit a request on the Mobile App or through Our website (“Website”) to Tap'N'Care to fill one or more short-term positions (“Position(s)”) for the provision of healthcare services by a Healthcare Professional (“Services” or “Healthcare Services”), including time, dates, location, type of Healthcare Services, and other Client criteria. Through the Tap’N’Care Mobile App, we will receive a Client's request for a Position to be filled and match the Client with a qualified Healthcare Professional.
Clients are required to create an account and register with Tap'N'Care to use the Mobile App and/or the Website to access the Healthcare Services. When creating an account, clients will be required to provide certain information to establish a username and password.
Client hereby: (a) consents to receive communications, including notifications, from Tap'N'Care in an electronic form or via text message or phone call; and (b) understands and agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Tap'N'Care provides to Client electronically satisfy have the same legal effect that such communications in writing would have.
Tap'N'Care. recruits, interviews, selects, employs (and otherwise engages) Healthcare Professionals qualified to provide the Healthcare Services. Tap'N'Care agrees to assign only fully qualified Healthcare Professionals to Client to provide Client with the Healthcare Services Client chooses through the Mobile App or Website from time to time. Healthcare professionals assigned to Client under this Agreement will provide Healthcare Services as directed by Client in compliance with a patient care plan designated by Client. Client agrees to notify Tap’N’Care of any changes or modification to the Services Client needs. Clients will interact with all Healthcare Professionals in a professional manner and comply with all applicable federal, provincial, and local laws and regulations.
Healthcare professionals assigned to Client will possess the necessary licenses, certificates or other applicable permits needed to perform the services requested by Client and that if any such license, certificate or permit is suspended or revoked during the term of this Agreement, Tap'N'Care will remove the Healthcare Professional from their booking app/website. Healthcare Professionals assigned will:
- Not be considered employees of Client
- Be certified healthcare professionals with a certificate from a recognized educational institution in Canada or hold an equivalent nursing diploma from a recognized post-secondary institution outside of Canada;
- Be a registered practical nurse in good standing with the College of Nurses of Ontario; or any of the medical Certified body a registered Healthcare Professional in good standing with the College of Nurses of Ontario; and or all Medical Certified Body
- Have obtained a screening police background check, which is current for at least one (1) year
Removal of Healthcare Professional
Tap'N'Care acknowledges Client’s right to end a Healthcare Professional’s assignment at any time and to request the immediate removal of the Healthcare Professional from the Facility. The Client may exercise one or both rights when a Healthcare Professional’s performance is unacceptable to the Client or the Healthcare Professional performs in a manner that is unlawful, inconsistent with any Client policy or that is otherwise deemed unacceptable to the Client, with a view towards ensuring the comfort and safety of those persons in the care of the Client and Healthcare Professional. Tap'N'Care shall make its best efforts to provide a replacement Healthcare Professional in a timely manner
Payment. Client shall pay Tap'N'Care an administrative fee of
(a) 20% on the total amount charged for Completed Work if Monies Owed are processed through a credit card on file
(b) 30% if alternative payment arrangements (cheques) are negotiated.
(c) Client shall provide Tap'N'Care with a pre-authorized credit card to satisfy all Monies Owed to Tap'N'Care
(d) Tap'N'Care will charge all Monies Owed to the Client’s credit card within 48 hours of the Completed Work and a receipt for the same will be issued (the “Receipt”).
(e) Any discrepancy or dispute related to the Receipt must be conveyed within 5 days of receiving the same.
(f) In the event the Monies Owed cannot be satisfied by the credit card provided, Tap'N'Care will contact the Client to provide another credit card. If another credit card is not immediately provided, or is provided and cannot satisfy the full amount of Monies Owed, the Client will be considered past due and a fee of 3% per month will be charged on the full amount of the Monies Owed until they are paid.
(g) Monies Owed will be supported by pertinent time sheets or other agreed upon records documenting time worked by Healthcare Professional. h) In the event Tap'N'Care fails to pay Monies Owed when due, or otherwise breaches its obligations under this Agreement, Tap'N'Care may, by notice to Client, suspend the provision of services to Client until the breach is remedied to Tap'N'Care’ s reasonable satisfaction.
(h) The minimum length for any shift shall be 4 hours.
Client acknowledges that Tap'N'Care’ s Healthcare Professional represents an asset of Tap'N'Care. During the Healthcare Professional's employment or engagement with Tap'N'Care. and for a period of 12 months following the termination of the Healthcare Professional's employment or engagement with Tap'N'Care.
Client agrees that it will not, directly or indirectly, induce or attempt to induce any Healthcare Professional to leave the employment of, or terminate services to, Tap'N'Care, or in any way interfere with the relationship between Tap’N’Care. and any Healthcare Professional; provided, that Tap'N'Care may waive this provision and permit Client to hire the Healthcare Professional upon receipt of payment by Client Of a fee in the amount of 30% of the annual salary of such Healthcare Professional or yearly engagement fees received by the Healthcare Professional (the "Conversion Fee").
The Parties expressly agree that Tap'N'Care cancellation policy shall be in full force and effect. A twenty-four-hour notice is required for Client cancellation. If Client cancels with less than a twenty-four-hour notice, Client agrees to pay a four-hour minimum charge.
Limited License to Use Mobile App and Website
The Mobile App and Website, and all materials contained within or made available through the both, including text, graphics, images, code, designs, icons, photographs, video clips, and written and other materials (but excluding Client Content, as defined below) (collectively, “Tap'N'Care Materials”) are protected by copyright, trademark, trade dress, patent, and/or other intellectual property laws, and unauthorized use of the Website and/or Mobile App and Tap'N'Care Materials may violate such laws and these Terms.
The use of the Mobile App and Tap'N'Care Materials are licensed to Client. Subject to Client compliance with these Terms, Tap'N'Care grants Client a limited, non-exclusive, revocable right to install, access, and use the Mobile App and any Tap'N'Care Materials on any mobile device that Client owns to obtain information on and make decisions regarding Healthcare Services.
This license does not allow Client to distribute or make the Mobile App or any Tap'N'Care Materials available over a network or to any other parties.
These Terms also govern any updates or replacements to the Mobile App or Tap'N'Care Materials, unless separate terms accompany such updates or replacements, in which case the separate terms will apply.
Client acknowledges that Tap'N'Care may use the services of third-party contractors, including third-party data centers and cloud providers, in providing the Services using the Mobile App and that the Services, including all data being transmitted, stored, and exchanged regarding the Services and Client use of the Mobile App, are hosted and processed on a network owned and maintained by a third-party service provider.
Client will not do, or authorize or permit any third party to do, any of the following:
- (a) rent, lease, lend, sell, redistribute, sublicense, or otherwise transfer the Mobile App or any Tap'N'Care Materials;
- (b) use the Mobile App or any Tap'N'Care Materials for any purpose other than Clients own use;
- (c) copy, reverse engineer, decompile, disassemble, or attempt to discover the source code for the Mobile App or any Tap'N'Care Materials;
- (d) modify, alter, or create any derivative works of the Mobile App or any Tap'N'Care Materials;
- (e) remove, alter or obscure any copyright, trademark, or other proprietary rights notice on or in the Mobile App or any Tap'N'Care Materials;
- (f) work around any technical limitations in the Mobile App; or
- (g) use the Mobile App or any Tap'N'Care Materials for any purposes for which they are not designed or to develop a similar or competitive product, service, or other offering.
Tap'N'Care may suspend Client access to any portion or all of the Mobile App or Services at any time if Tap'N'Care reasonably determines that:
- (a) there is a threat or attack (including a denial-of-service attack) on, or a security risk to, the Services or Tap'N'Care or its third party’s hosting network or infrastructure;
- (b) an event has occurred or is reasonably likely to occur that may create a risk to the Services or the Client;
- (c) Client is using the Mobile App or our Services for fraudulent or illegal activities or in violation of this Agreement; or
- (d) if Tap'N'Care is prohibited by an order of a court or other governmental agency from providing any part of the Services. an event has occurred or is reasonably likely to occur that may create a risk to the Services or the Client;
Tap'N'Care WILL HAVE NO LIABILITY FOR ANY DAMAGE, LIABILITIES, LOSSES (INCLUDING ANY LOSS OF DATA OR PROFITS) OR ANY OTHER CONSEQUENCES THAT CLIENT MAY INCUR OR EXPERIENCE BECAUSE OF ANY SERVICE SUSPENSION IN ACCORDANCE WITH THIS PARAGRAPH.
Ownership by Tap'N'Care
Subject to the use rights granted under these Terms, as between the parties, Tap'N'Care owns and retains all right, title, and interest in and to the Mobile App, Website, Tap'N'Care Materials, and the Services, its documentation, and all related intellectual property rights. Except for the rights expressly granted in these Terms, no other rights are granted to Client, whether by implication, estoppel, waiver, or otherwise.
Client Content and License
All content that Clients upload, post, transmit, or otherwise make available through the Mobile App or the Services is referred to as “Client Content.” We do not claim ownership of Client Content.
Client hereby grants to Tap'N'Care a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Client Content that Client submit for the purposes described or implied by these Terms.
Client agrees that Client, not Tap'N'Care, are fully and solely responsible for all of Client Content that Client upload, post, transmit, or otherwise make available through the Mobile App or our Services.
Notwithstanding anything to the contrary in these Terms, Tap'N'Care may generate, use, transfer, and/or disclose to third parties Analytics Data to perform data analytics; to monitor, enhance, modify, and improve the Mobile App and/or the Services; to develop new tools, products, services, features, and functionality; and for any other lawful purpose. Tap'N'Care owns and retains all rights to Analytics Data, and no rights are granted to Clients, whether by implication, estoppel, waiver, or otherwise in or to any Analytics Data. “Analytics Data” means information gathered, prepared, computed, originated, or stored by Tap'N'Care resulting from the use of the Mobile App or Tap'N'Care Materials or provision of the Services, provided that any such Analytics Data contains no personally identifiable information and is used only in aggregated or de-identified form.
Client may from time to time voluntarily provide suggestions, enhancements, recommendations, requests for features or functionality, comments or other feedback (“Feedback”) to Tap'N'Care regarding the Mobile App or our Services. Feedback, even if designated as “confidential” or “proprietary” by Client, will not create any confidentiality or other obligation for Tap'N'Care and Client hereby grant Tap'N'Care a royalty-free, fully paid-up, worldwide, transferable, sublicensable, irrevocable, perpetual license to use such Feedback for any purpose without any compensation or other obligation to Client.
During the term of this Agreement, Tap'N'Care shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability insurance and Workplace Safety and Insurance Board insurance, with financially sound and reputable insurers. Upon the Client’s request, Tap'N'Care shall provide the Client with a certificate of insurance from Tap'N'Care insurer evidencing the insurance coverage specified in this Agreement. Tap'N'Care shall provide the client with 20 business day’s advance written notice in the event of a cancellation or material change in Tap'N'Care insurance policies.
Tap'N'Care agrees to indemnify the Client for substantiated liabilities, costs, damages, expenses, including reasonable legal fees which the Client may incur as result of the Services and this Agreement (except to the comparative extent that such claims are a result of the acts of the Client). Without limiting the generality of the foregoing, Tap'N'Care agrees to indemnify and forever save the Client harmless for any Workplace Safety and Insurance Board claims, rate increases and costs of any kind, and any claim related to employment issues, whether union or non-union, which impact or may impact the Client.
Limitation of Liability
IN NO EVENT SHALL Tap'N'Care BE LIABLE TO THE CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT Tap'N'Care HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL Tap'N'Care AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE FEE PAID OR PAYABLE TO Tap'N'Care PURSUANT TO THIS AGREEMENT.
Notwithstanding anything to the contrary in this Agreement, Tap'N'Care may terminate Client’s use of the Services under this Agreement if Client fails to pay any fees when due hereunder and such failure continues for five (5) business days after Client’s receipt of written notice of nonpayment.
Both parties may receive information that is proprietary or confidential to the other party or its affiliated companies and their patients, clients, or customers. Both parties agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than performing under this Agreement or as required by law.
No Third-Party Beneficiaries
This Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Choice of Law
This Agreement and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the province of Ontario, and the federal laws of Canada applicable therein without regard to the conflict of law’s provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the province of Ontario.