This Terms and Conditions Agreement (“Agreement”) governs Your use of the software and related services provided by RTG Medical MSP LLC dba RTG Medical (hereafter referred to as “RTG”). This is a legal agreement between RTG and yourself and incorporates the Privacy Policy (available at https://msp.rtgmedical.com/legal/privacy). This Agreement governs Your use of and/or access to RTG’s Service (as defined in Section 1.7).

This Agreement applies to all persons and entities who use or access the Service. By clicking “I Agree,” and/or accessing or using the Service on behalf of a Client (as defined in Section 1.3) or Affiliate Partner (as defined in Section 1.1) of RTG, you signify that (a) You are duly authorized to represent the legal entity under which the client operates and any affiliates of the Client or Affiliate Partner who will be using the Service under the Client/Affiliate Partner, (b) You have read and accept the terms of this Agreement on behalf of such legal entity and affiliates, and (c) any references to “You” or “Your” in this Agreement refer to such legal entity, affiliates and all of the employees, consultants and agents of those respective parties. If You do not agree to all terms and conditions of this Agreement, You may not use the Service.

1. Definitions
   1. Affiliate Partner (“AP”) – supplier of Contracted Professionals who is subcontracted with RTG under the applicable Affiliate Partner Subcontractor Agreement and approved to provide Contracted Professionals to Client.
   2. “Authorized User” shall mean an individual Client (as defined in Section 1.3) or Affiliate Partner (as defined in Section 1.1), or the partners, members, employees, temporary employees, and independent contractors of said Client or Affiliate Partner who have been added to the account as users of the Service.
   3. “Client” shall refer to the purchaser of the Service provided by RTG under the applicable Client Agreement and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on Your behalf.
   4. “User Data” shall mean any information You upload or post to the Service and any information You provide to RTG in connection with the Service, including, without limitation, information provided by or about Your Authorized Users.
   5. “Confidential Information” shall mean the User Data and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party’s premises.
   6. “Contracted Professional (“CP”)” – individuals who are employees of an Affiliate Partner and are available to provide services through RTG.
   7. “Service” shall mean any software or services provided by RTG, including but not limited to The Exchange online platform for procurement and management of CP(s).
2. Limited License & Use of the Service
   1. You are granted a non-exclusive, non-transferable, limited license to access and use the Service to assist in the procurement and management of CP(s).
   2. You grant to RTG a non-exclusive, royalty-free right during Your use of the Service, to use the Confidential Information for the sole purpose of performing RTG’s obligations under the Agreement in accordance with the terms of the Agreement.
   3. RTG agrees to use commercially reasonable efforts to ensure the Service is available to You on a twenty-four (24) hour per day, three hundred and sixty-five (365) day per year basis, except for: (a) planned downtime, (b) any unavailability caused by circumstances beyond RTG’s reasonable control, including, but not limited to, acts of God, acts of government, floods, fires, earthquakes, pandemics, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or denial of service attacks, or (c) as necessary to update the Service to ensure its security.
   4. RTG reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs, or installation of upgrades, and will endeavor to provide no less than one business days’ notice prior to any such suspension. Such notice shall be provided to Client/AP in advance through by way of notification within the Service, email or other notification method deemed appropriate by RTG. Further, RTG shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to You, but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, RTG will use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension.
   5. RTG reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that RTG shall provide You with 30-days’ notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Your acceptance of the modification.
3. Access & Security
   1. Only Your Authorized Users are permitted to access and use the Service. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Service.
   2. RTG will provide a secure method of authentication and accessing the Service, and will provide mechanisms that: (a) allow for Authorized User password management, (b) transmit passwords in a secure format, and (c) protect passwords entered for purposes of gaining access to the Service by utilizing password management best practices. You agree to safeguard login credentials and will not disclose passwords to any other person or entity, or permit use by other third parties without first obtaining written consent from RTG, at RTG’s discretion.
   3. You will implement policies and procedures to prevent unauthorized use of usernames and passwords, and will promptly notify RTG upon suspicion that a username and password has been lost, stolen, compromised, or misused.
   4. You are responsible for all use of the Service by Your Authorized Users.
   5. All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.
   6. RTG shall maintain commercially reasonable administrative, physical, and technical security measures for protection of the Service and User Data. Except as expressly provided herein, You are solely responsible for User Data and all of Your use of User Data that occurs through Your use of the Service.
   7. In the event of an accidental, unauthorized or unlawful destruction, loss, alteration, disclosure of, or access to personal data (a “Security Breach”), that impacts User Data maintained through the Service, and which is perpetrated by anyone other than Your employees, contractors or agents, upon discovery of such Security Breach, RTG will: (a) initiate remedial actions that are in compliance with applicable local, state, national, and international laws, rules and regulations (“Applicable Law”) and consistent with industry standards; and (b) as required by Applicable Law, notify You of the Security Breach, its nature and scope, the remedial actions RTG will undertake, and the timeline within which RTG expects to remedy the Security Breach. You will be responsible for fulfilling Your obligations under Applicable Law. RTG is not responsible for Security Breach(es) which are perpetrated by Your Authorized Users, affiliate, employee, contractor, or agent, or due to Your failure to maintain Your systems, network, or User Data in a secure manner (“Internal Security Breach”). In the event of an Internal Security Breach, You shall have sole responsibility for initiating remedial actions, and shall notify RTG immediately of the Internal Security Breach and steps You will take to remedy such breach. At its sole discretion, RTG may take any action, including suspension of Your access to the Service, to prevent harm to You, RTG, the Service, or other third parties. You waive any right to make a claim against RTG for losses You incur that may result from RTG’s actions pursuant to an Internal Security Breach.
   8. You agree that RTG may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. RTG, and any third party vendors and hosting partners it utilizes to provide the Service, will: (a) use information security best practices for transmitting and storing User Data, adhering to industry standards; (b) employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability and patch management; and (c) ensure its host facilities maintain industry standards for security and privacy.
   9. The Service may allow You to access or use or integrate with third party providers of products and services (“Third Party Services”). Such Third Party Services are not the “Service” under this Agreement and are not subject to any terms related to the Service or The Exchange, including related warranties, indemnities, service commitments or other obligations. The availability of any Third Party Services through the Service does not imply RTG’s endorsement of or affiliation with the provider. Access to and use of any Third Party Services are subject to the separate terms and conditions required by the providers of the Third Party Services. RTG does not control the Third Party Services and will have no liability to You in connection with any Third Party Service. RTG has no obligation to monitor or maintain any Third Party Service and may replace, disable, or restrict access to any Third Party Service or cancel related integrations at any time, without notice. BY USING OR ENABLING ANY THIRD PARTY SERVICE, YOU EXPRESSLY ACKNOWLEDGE THAT ANY LIABILITY AND REMEDIES RELATED TO A THIRD PARTY SERVICE IS WHOLLY GOVERNED BY THE APPLICABLE THIRD PARTY AGREEMENT AND RTG DISCLAIMS ALL LIABILITY RELATED TO SUCH THIRD PARTY SERVICE.
   10. Certain components of the Service may be subject to open-source software licenses ("Open-Source Components"), which means any software license approved as open-source licenses by the Open-Source Initiative or any substantially similar licenses. To the extent there is conflict between the license terms covering the Open-Source Components and this Agreement, the terms of such licenses will apply in lieu of the terms of this Agreement. To the extent the terms of the licenses applicable to Open-Source Components prohibit any of the restrictions in this Agreement with respect to such Open-Source Component, such restrictions will not apply to such Open-Source Component. To the extent the terms of the licenses applicable to Open-Source Components require RTG to make an offer to provide source code in connection with the Service, such offer is hereby made, and You may exercise it by contacting RTG at msp@rtgmedical.com
4. Intellectual Property
   1. As between the parties, RTG owns and shall retain all right, title and interest in and to (a) the Service (including all modifications, improvements, and/or enhancements thereto, and all documentation related thereto) and all intellectual property rights therein, and (b) all transactional and performance data related to Your use of the Service. RTG may collect, use, and disclose all such transactional and performance data for its business purposes (including software use optimization and product marketing) provided that such use does not reveal Your identity, any of Your Confidential Information or any personally identifiable information that belongs to You.
   2. You shall not, at any time, take or cause any action, which would be inconsistent with or tend to impair the intellectual property rights of RTG or its licensors. You shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to use the Service to: (a) upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, fraudulent, obscene, threatening, abusive, hateful, contains viruses, or is otherwise objectionable as reasonably determined by RTG; (b) attempt to decipher, decompile, delete, alter or reverse engineer any of the Service; (c) duplicate, make derivative works of, reproduce or exploit any part of the Service; or (d) rent, lease, distribute, or resell the Service, or access or use the Service for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Service.
   3. You retain all right, title and ownership interest in and to User Data. RTG has no right, title or interest in any personally identifiable information contained in or related to User Data. RTG shall not access or disclose User Data except: (a) to provide services through the Service or otherwise fulfill its obligations under this Agreement, (b) as compelled by Applicable Law, (c) as User expressly authorizes in writing, or (d) to prevent or address service or technical problems, or at Your express request in connection with customer support matters. In the event RTG is compelled by Applicable Law to disclose User Data, RTG will provide You with notice thereof, (in advance, if possible) if permitted by Applicable Law.
   4. To the extent You provide any suggestions, enhancement requests, recommendations, comments, or other feedback (“Feedback”) about the Service, the Feedback will not be considered confidential or proprietary, and RTG may use and include any such Feedback to improve the Service, or for any other purpose. Accordingly, if You provide Feedback, You agree that RTG shall own all such Feedback, and RTG and its affiliates, licensees, clients, partners, third-party providers, and other authorized entities may freely use, license, reproduce, distribute, and otherwise commercialize the Feedback in the Service or other related technologies. You hereby assign all rights in such Feedback to RTG.
   5. Unless otherwise agreed to, during the Term of this Agreement, RTG may disclose Client/AP’s name as a customer of RTG. You hereby grant RTG the right to display Client/AP’s name, company, and logo in RTG’s marketing materials and on RTG’s public website, in each case in accordance with any branding guidelines You may provide to RTG.
5. Confidentiality
   1. The parties acknowledge that You and RTG occupy a position of confidence with respect to each other’s Confidential Information. Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.
   2. RTG and any third party vendors and hosting partners it utilizes to provide the Service shall hold User Data in strict confidence and shall not use or disclose User Data except (a) as required to perform their obligations under this Agreement or as explicitly permitted by this Agreement; (b) in compliance with Section 5.3 of this Agreement, or (c) as otherwise authorized by You in writing.
   3. RTG reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter. If RTG is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then RTG will provide You with prompt written notice (to the extent permitted by law) prior to such disclosure so that the You may seek a protective order or other appropriate relief. Subject to the foregoing sentence, RTG may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.
6. Disclaimer
   1. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RTG DOES NOT GUARANTEE ANY RESULTS FROM USING THE SERVICE. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN OPTION AND RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES, GUARANTEES, CONDITIONS OR TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PURPOSE OR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM RTG, ITS EMPLOYEES, OR AGENTS, OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY, GUARANTEE, TERM OR CONDITION NOT EXPRESSLY STATED HEREIN.
   2. NOTHING IN THIS AGREEMENT SEEKS TO EXCLUDE ANY CONDITION, WARRANT OR GUARANTEE THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
   3. RTG makes no warranty that the Service when provided to You in digital or electronic format will be compatible with Your computer and/or other equipment, or that the Service will be secure or error free. Nor does RTG make any warranty as to any results that may be obtained from the use of the Service. Nothing in this Section 6.3 shall modify RTG’s obligations under Section 3 above (“Security & Access”) or Section 5 above (“Confidentiality”).
   4. RTG hereby disclaims all warranties of any kind related to Your hardware or software.
7. Indemnity
   1. ​​​​​​​To the maximum extent permitted by applicable law, You agree to defend, indemnify and hold harmless RTG and its subsidiaries, and their respective directors, officers, board members, employees, agents, successors and assigns, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to all legal fees and expenses) arising from: (i) Your use of and access to the Service, including any data or content transmitted or received by Authorized Users; (ii) Your violation of any term of this, including without limitation breach of any of the representations and warranties herein; (iii) Your violation of any third-party rights, including without limitation any right of privacy or Intellectual Property Rights; (iv) any claims or damages that arise as a result of User Data; (v) Your intentional or willful misconduct, or negligence.
   2. RTG will provide You with prompt notice of any indemnifiable event or loss. You will undertake, at Your own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to RTG. RTG reserves the right to participate in the defense of the claim, suit, or proceeding, at RTG’s expense, with counsel of RTG’s choosing.
8. Limitation of Liability
   1. Except in the case of a violation by RTG of its obligations under Section 3 above (“Access & Security”) and Section 5 above (“Confidentiality”), RTG shall not be liable for and You waive the right to claim any loss, injury, claim, liability, or damage of any kind resulting in any way from the Service provided to You by RTG.
   2. CLIENT AgreeS THAT THE total liability of RTG to CLIENT for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any causes, including attorney’s fees and costs, arising out of or related to this Agreement, shall not exceed the total amount paid by CLIENT to RTG under the applicable Client Agreement during the twelve (12) month period prior to the event giving rise to such claim, loss, cost or damage.
   3. CLIENT/AP AGREES THAT RTG IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT.
   4. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER RTG HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY RTG TO CLIENT OR THE COMPENSATION OFFERED TO AP, AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
   5. Client/AP will solely be responsible for any damage and/or loss of User Data contained in Your technology which occurs as a result of Your electronic equipment and/or Your computer system.
9. TERM OF AGREEMENT
   1. Unless otherwise terminated pursuant to this Section 9, this Agreement will remain in effect for as long as Client or AP has an active Client Agreement or Affiliate Partner Subcontractor Agreement with RTG which includes access to the Service (the “Term”).
   2. RTG in its sole discretion has the right to suspend or discontinue providing the Service to You without notice for actions that are (a) in material violation of this Agreement and (b) constitute an Internal Security Breach (as defined in Section 3.7).
   3. If (i) Authorized Users use the Service to materially violate this Agreement in a way that does not constitute an Internal Security Breach; (ii) RTG provides You with commercially reasonable notice of this violation; (iii) RTG uses commercially reasonable efforts to discuss and resolve the violation with You; and (iv) despite the foregoing, the violation is not resolved to RTG’s reasonable satisfaction within thirty (30) days of such notice, then RTG reserves the right to suspend access to the Service.
10. Miscellaneous
    1. Notification Procedures. RTG may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to You via email notice, written or hard copy notice, or through conspicuous posting of such notice on RTG’s websites, as determined by RTG in its sole discretion. RTG reserves the right to determine the form and means of providing notifications to You. RTG is not responsible for any automatic filtering by You or Your network provider may apply to email notifications RTG sends to the email address(es) provided by You.
    2. Entire Agreement. This Agreement represents the entire and integrated Agreement between RTG and Authorized Users and governs Authorized User’s use of the Service, superseding any prior agreements between Authorized Users and RTG (including, but not limited to, any prior versions of this agreement).
    3. Modifications. RTG reserves the right to amend this Agreement. In the event of material changes to the Agreement, RTG will notify You, by email, or by other reasonable means of these changes prior to their enactment. Your continued use of the Service after reasonable notice will be considered acceptance of any new terms.
    4. Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of Nebraska. Any action or proceeding brought by either party to enforce this Agreement shall be brought solely and exclusively in the state or federal courts located in Dodge County, Nebraska. The parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts and waive all defenses to such jurisdiction and venue.
    5. Assignability. Neither this Agreement, nor any responsibilities or obligations under this Agreement, may be assigned, delegated, or transferred by either party without the prior written consent of the other party. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
    6. Force Majeure. Neither party will be responsible for failure or delay in performance of this Agreement if the failure is due to labor disputes, strikes, riot, war, terrorism, acts of God, pandemic, or any other cause beyond the control of the nonperforming party,
    7. Validity of Terms. If any term or provision of this Agreement shall be held void, illegal, unenforceable, or in conflict with any law of federal, state, or local government having jurisdiction over this Agreement, the validity of the remaining terms and provisions of this Agreement shall not be affected.
    8. Waiver. The failure of either party to enforce at any time any of the provisions of this Agreement shall not be construed as a waiver of such provisions or of the right of such party thereafter to enforce any such provisions.
    9. Survival. The provisions of this Agreement that should, by their nature survive termination and/or expiration, shall and do survive such termination and/or expiration.