TERMS OF USE


IMPORTANT!  THESE TERMS OF USE GOVERN YOUR USE OF THIS SITE, WHICH IS PROVIDED BY HEADHUNTER HEALTH EXCHANGE.  BY ACCESSING THIS SITE, YOU ARE INDICATING YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS OF USE.  THESE TERMS OF USE ARE SUBJECT TO CHANGE BY HEADHUNTER HEALTH EXCHANGE AT ANY TIME IN ITS DISCRETION.  YOUR USE OF THIS SITE AFTER SUCH CHANGES ARE IMPLEMENTED CONSTITUTES YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THE CHANGES.  PLEASE CONSULT THESE TERMS OF USE REGULARLY.


1. Access To This Site.   To access this site or some of the resources it has to offer, you may be asked to provide certain registration details or other information.  It is a condition of your use of this site that all the information you provide on this site will be correct, current, and complete.  If HeadHunter Health Exchange believes the information you provide is not correct, current, or complete, HeadHunter Health Exchange has the right to refuse you access to this site or any of its resources, and to terminate or suspend your access at any time.


2. Restrictions On Use.   You may use this site for purposes expressly permitted by this site, which is limited to the posting of healthcare related job vacancies by employers and submission of job candidates for such vacancies by recruiters.  You may not use this site for any other purpose, including any other commercial purpose, without HeadHunter Health Exchange’s express prior written consent.  For example, you may not (and may not authorize any other party to) (i) co brand this site, or (ii) frame this site, or (iii) hyper-link to this site, without the express prior written permission of an authorized representative of HeadHunter Health Exchange.  For purposes of these Terms of Use, “co branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this site or content accessible within this site.  You agree to cooperate with HeadHunter Health Exchange in causing any unauthorized co-branding, framing or hyper-linking immediately to cease.


3. Registration Process.   You may request to register to use this site as either an employer or a recruiter of heath care industry related professions by completing the on-screen registration questionnaire provided on the site.  Upon completion of the on-screen registration questionnaire, your registration information will be sent electronically to the administrator for the site, who will review your registration information and approve or deny you as a registered user for the site.  If the site administrator provisionally approves you to use the site as  a recruiter , you must complete a short telephone training session with a customer service representative.  You will be contacted by the customer service representative via e-mail or telephone to schedule this short training session.  Upon the successful completion of this short training session, you will be authorized to have full access to the site’s features for employers and/or recruiters, as applicable.


4. Proprietary Information.   The material and content accessible from this site, and any other World Wide Web site owned, operated, licensed, or controlled by HeadHunter Health Exchange (the “Content”) is the proprietary information of HeadHunter Health Exchange or the party that provided the Content to HeadHunter Health Exchange, and HeadHunter Health Exchange or the party that provided the Content to HeadHunter Health Exchange retains all right, title, and interest in the Content.  Accordingly, the Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of HeadHunter Health Exchange, except that you may print out a copy of the Content solely for your personal use.  In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content.  Modification or use of the Content except as expressly provided in these Terms of Use violates HeadHunter Health Exchange’s intellectual property rights.  Neither title nor intellectual property rights are transferred to you by access to this site. 


5. Hyper-Links.   This site may be hyper-linked to other sites which are not maintained by, or related to, HeadHunter Health Exchange.  Hyper-links to such sites are provided as a service to users and are not sponsored by or affiliated with this site or HeadHunter Health Exchange.  HeadHunter Health Exchange has not reviewed any or all of such sites and is not responsible for the content of those sites.  Hyper-links are to be accessed at the user’s own risk, and HeadHunter Health Exchange makes no representations or warranties about the content, completeness or accuracy of these hyper-links or the sites hyper-linked to this site.  Further, the inclusion of any hyper-link to a third-party site does not necessarily imply endorsement by HeadHunter Health Exchange of that site.


6. Submissions.   You hereby grant to HeadHunter Health Exchange the royalty-free, perpetual, irrevocable, worldwide, non exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated to HeadHunter Health Exchange through this site (together, the “Submission”), and to incorporate any Submission in other works in any form, media, or technology now known or later developed.  Unless otherwise stated herein, in the Privacy Policy (see below), or on this site, HeadHunter Health Exchange will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future HeadHunter Health Exchange operations. HeadHunter Health Exchange will treat any personal information that you submit through this site in accordance with its PrivacyPolicy.


7. Disclaimer.   You understand that HeadHunter Health Exchange cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties.  You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this site for the reconstruction of any lost data.  HeadHunter Health Exchange does not assume any responsibility or risk for your use of the Internet.
The Content is not necessarily complete and up-to-date and should not be used to replace any written reports, statements, or notices provided by HeadHunter Health Exchange.  Investors, borrowers, and other persons should use the Content in the same manner as any other educational medium and should not rely on the Content to the exclusion of their own professional judgment.  Information obtained by using this site is not exhaustive and does not cover all issues, topics, or facts that may be relevant to your goals. 


YOUR USE OF THIS SITE IS AT YOUR OWN RISK.  THE CONTENT IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED.  HEADHUNTER HEALTH EXCHANGE DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.  HEADHUNTER HEALTH EXCHANGE DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  HEADHUNTER HEALTH EXCHANGE DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE.  THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND HEADHUNTER HEALTH EXCHANGE MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME.  YOU, AND NOT HEADHUNTER HEALTH EXCHANGE, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT.  HEADHUNTER HEALTH EXCHANGE MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.


All of the information in this site, whether historical in nature or forward-looking, speaks only as of the date and time the information is posted on this site, and HeadHunter Health Exchange does not undertake any obligation to update such information after it is posted or to remove such information from this site if it is not, or is no longer, accurate or complete.


8. Limitation On Liability.  HEADHUNTER HEALTH EXCHANGE, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF HEADHUNTER HEALTH EXCHANGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL THE COLLECTIVE LIABILITY OF HEADHUNTER HEALTH EXCHANGE AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO HEADHUNTER HEALTH EXCHANGE FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE.


9. Indemnity.   You will indemnify and hold HeadHunter Health Exchange, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from any breach of these Terms of Use by you, including any use of Content other than as expressly authorized in these Terms of Use.  You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith.  You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this site.


10. Trademarks.   Trademarks, service marks, and logos appearing in this site are the property of HeadHunter Health Exchange or the party that provided the trademarks, service marks, and logos to HeadHunter Health Exchange.  HeadHunter Health Exchange and any party that provided trademarks, service marks, and logos to HeadHunter Health Exchange retain all rights with respect to any of their respective trademarks, service marks, and logos appearing in this site. 


11. Information You Provide.   You may not post, send, submit, publish, or transmit in connection with this site any material that:

•you do not have the right to post, including proprietary material of any third party;
• advocates illegal activity or discusses an intent to commit an illegal act;
• is vulgar, obscene, pornographic, or indecent;
• does not pertain directly to this site;
• threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;
• seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
• infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity;
• violates any law or may be considered to violate any law;
• impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
• advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on this site;
• solicits funds, advertisers or sponsors;
• includes programs which contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
• disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real time activities via this site;
• includes MP3 format files;
• amounts to a ‘pyramid’ or similar scheme;
• disobeys any policy or regulations established from time to time regarding use of this site or any networks connected to this site; or
• contains hyper-links to other sites that contain content that falls within the descriptions set forth above.
HeadHunter Health Exchange reserves the right to monitor use of this site to determine compliance with these Terms of Use, as well the right to remove or refuse any information for any reason.  Notwithstanding these rights, you remain solely responsible for the content of your submissions.  You acknowledge and agree that neither HeadHunter Health Exchange nor any third party that provides Content to HeadHunter Health Exchange will assume or have any liability for any action or inaction by HeadHunter Health Exchange or such third party with respect to any submission.


12. Security.   Any passwords used for this site are for individual use only. You will be responsible for the security of your password (if any).  HeadHunter Health Exchange will be entitled to monitor your password and, at its discretion, require you to change it.  If you use a password that HeadHunter Health Exchange considers insecure, HeadHunter Health Exchange will be entitled to require the password to be changed and/or terminate your account.
You are prohibited from using any services or facilities provided in connection with this site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, HeadHunter Health Exchange reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents.  HeadHunter Health Exchange reserves the right to investigate suspected violations of these Terms of Use.
HeadHunter Health Exchange reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing HeadHunter Health Exchange to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use. 

BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS HEADHUNTER HEALTH EXCHANGE FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY HEADHUNTER HEALTH EXCHANGE DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER HEADHUNTER HEALTH EXCHANGE OR LAW ENFORCEMENT AUTHORITIES.


13. Job Listing Procedure & Pricing Policy.   An employer registered with the site may list healthcare related job vacancies at any time, at no cost to such registered employer.  A listed job vacancy (a “Vacancy”) shall provide the job description, salary range, benefits package, and recruiter’s fee payable by employer to the site upon recruiter completing a job placement for such job by recruiter. 

If an employer’s listing provides for a recruiter’s fee of $15,000 or more, the employer, the recruiter completing the job placement, and the site agree the employer shall pay the recruiter’s fee to the site within forty-five (45) days following the employee’s first day of employment with employer. The fee will be placed in an escrow account. The site will pay to the recruiter fifty (50) percent of the recruiter’s fee at sixty (60) days from the candidate’s first day of employment. The remainder of the recruiter’s fee will be paid by the site to the recruiter following the 90th day following the candidate’s first day of employment with the employer (a “Guarantee Period”) less a management and processing fee equal to twenty (20) percent of the gross recruiter's fee received by the site from the employer.
If an employer’s listing provides for a recruiter’s fee of less than $15,000, the employer, the recruiter completing the job placement, and the site agree the employer shall pay the recruiter’s fee to the site within forty-five (45) days following the employee’s first day of employment with employer. The fee will be placed in an escrow account. The employer, the site, and the recruiter further agree the site is not obligated to pay a recruiter’s fee to the recruiter until the first business day following the 60th day following employee’s first day of employment with the employer (a "Guarantee Period"). At such time, the site shall pay to the recruiter the recruiter’s fee received by the site from the employer, less a website management and processing fee equal to twenty (20) percent of the gross recruiter’s fee received by the site from the employer.
Regardless of the amount of the recruiter’s fee due the site from the employer, the recruiter and the site agree if an employee placed in a position through the site voluntarily leaves employment or is terminated for good cause within a Guarantee Period, the full recruiter’s fee will be refunded to the employer.If the employee placed through HeadHunter Health Exchange leaves during the Guarantee Period, the Recruiter is not entitled to a fee. If the fee has been paid to the Recruiter, the Recruiter is obligated to refund the fee to HeadHunter Health Exchange within 30 days of notice.The employer waives the Guarantee Period and agrees it is inapplicable if employee is terminated from employment with the employer due to layoff for economic reasons, elimination of the position, a substantial change in the job description or reporting structure related to employee’s position with the employer, a change in ownership or control of employer, any change in the compensation schedule for the employee’s position, reassignment of employee to a different position with employer, or any other circumstance beyond the control of the employee which effects employee’s job status or job responsibilities with the employer.  In no event shall the site be obligated to pay to the recruiter the recruiter’s portion of such recruiter’s fee unless the site has first received payment of the full fee from the employer.
If the employer hires a candidate for employment with such employer within  twelve (12) months following such employer’s most recent communication with candidate, employer shall pay to the site an amount equal to 20% of the annual base salary to be paid to such candidate during candidate’s first year of employment with employer, within forty-five (45) days following the candidate’s first day of employment with such employer.


14. Rules of Conduct.   Employers and recruiters agree to the following rules of conduct for use of the site.  In the event an employer or recruiter fails to abide by such rules, the site reserves the right to terminate such employer or recruiter’s use of the site and suspend such employer or recruiter’s user account on the site.
a. Recruiters may not recruit employees from any employer with which such recruiter has placed an employee within the previous twelve (12) months.
b. An employer shall either accept or reject a candidate submitted by a recruiter. If a candidate is accepted and hired then such employer owes a recruiter fee to the site.  If such candidate is rejected by such employer, employer shall owe no recruiter’s fee to the site unless such candidate is hired by such employer within one (1) year following the last communication between such employer and candidate.
c. Recruiters shall, in all instances, contact a job candidate and received such job candidate’s consent to have such job candidate’s name submitted for a position prior to submission of that job candidate’s name by the recruiter for such position.
d. Upon a recruiter initiating job placement services with an employer through the site, all future transactions related to a particular job listing or vacant position between such recruiter and employer shall occur via the site. Any job placements for such job listings or vacant positions occurring between such recruiter and such employer that are not registered through the site will subject such recruiter to liability for twenty (20) percent of any recruiter’s fee paid to such recruiter by such employer.  Such recruiter agrees to pay such amount to the site upon demand.
e. In the event two (2) recruiters submit the same candidate to an employer for a job vacancy posted on the site, the recruiter of record, who will be entitled to the recruiter’s fee from the employer, is the recruiter first submitting such name to the employer using the site’s internal e-mail system.


15. Miscellaneous.   These Terms of Use will be governed and interpreted pursuant to the laws of the State of Florida, United States of America, notwithstanding any principles of conflicts of law.  You specifically consent to personal jurisdiction in the State of Florida in connection with any dispute between you and HeadHunter Health Exchange arising out of these Terms of Use or pertaining to the subject matter hereof.  The parties to these Terms of Use each agree that the exclusive venue for any dispute between the parties arising out of these Terms of Use or pertaining to the subject matter of these Terms of Use will be in the state and federal courts in Gainesville, Florida.  If any part of these Terms of Use is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. These Terms of Use constitute the entire agreement among the parties relating to this subject matter.  Notwithstanding the foregoing, any additional terms and conditions on this site will govern the items to pwhich they pertain.  HeadHunter Health Exchange may revise these Terms of Use at any time by updating this posting.



                                                     ©2008 HeadHunter Health Exchange