CAPYEAR TERMS OF USE

These Terms of Use (the “Agreement”) apply to visitors (“you” or “your”) to the capyear.co, jobs.capyear.co, academy.capyear.co, and similar websites (collectively the “Site”). The Site is owned and operated by Parlez Holdings LLC, doing business as CapYear (“CapYear” or “we,” “us,” or “our”). We offer the Site from our location in Baltimore, Maryland. By accessing the Site, you agree to the provisions of this Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING ANY SERVICES OR PURCHASING ANY PRODUCTS/SERVICES. IF YOU DO NOT AGREE WITH THIS AGREEMENT OR ANY OTHER OF OUR POLICIES, YOU SHOULD NOT USE THE SERVICES OR PURCHASE ANY PRODUCTS/SERVICES.

SERVICES. The Site enables users to: (a) review jobs for candidates for healthcare jobs posted by employers; (b) show candidate availability to employers; (c) sign up for programs offered by CapYear; and/or (d) sign up to access CapYear content/training in connection with the application process for admission to a graduate medical education program or other professional development. The Site may offer users the ability to obtain other products/services. CapYear does not employ candidates and CapYear will have no responsibility for the payment of any employment taxes, Medicare/Social Security withholding, or any other benefit/cost associated with a candidate that an employer employs. CapYear will also have no responsibility to any party for the content of any materials posted on the Site by any party.

DUTIES OF USERS OF THE SITE. You agree that any information submitted through the Site will be accurate and complete and will comply with any rules and regulations that CapYear may put in place from time to time concerning submission format and content. You agree to comply with any and all applicable local, state and federal laws, statutes, rules, regulations, ordinances and other provisions of law applicable to your respective conduct and interactions through the Site and with any other party. You further agree not to make direct contact outside the Site to arrange for a candidate to become employed for a posted job without paying CapYear for fees due hereunder or otherwise take any action to circumvent CapYear in connection with jobs posted on the Site. CapYear is designed for candidates who are enrolled in or are recent graduates of accredited bachelors degree programs in the United States whose actions and experience have demonstrated a reasonable commitment to starting a career in healthcare. CapYear will review candidates who have registered on the Site and at its sole discretion has the right to remove profiles or rescind access to the site without notice.

FEES. Users of the Site using the job posting functionality will pay CapYear such fees as specified on the Site or as agreed with CapYear, as amended from time-to-time. If you enroll in CapYear content/training options, you agree to pay the applicable subscription fees for such content/training made available by CapYear in accordance with the rates set by CapYear, as amended from time-to-time. Fees for other products/services may be added by CapYear from time to time. All fees are non-refundable.

MEDICAL RECORDS AND CONFIDENTIALITY. CapYear will have no access to and in no event with any party attempt to provide to CapYear any health/treatment information that would be subject to confidentiality restrictions concerning medical records; including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH”) and the regulations promulgated thereunder by the United States Department of Health and Human Services. You will be responsible for your own respective compliance with HIPAA, HITECH, and similar data privacy requirements.

UPDATES AND FUNCTIONALITY. From time to time, we may make updates to the Site. You acknowledge that our Site is provided over the Internet and mobile networks and so the quality and availability may be affected by factors outside our reasonable control. Accordingly, we do not accept any responsibility for any connectivity issues that you may experience when using the Site. In addition, you acknowledge and agree that you (and not us) are responsible for obtaining and maintaining all telecommunications, broadband and computer hardware, equipment, and services needed to access and use the Site, and for paying any data charges that may be charged to you by your network provider in connection with your use of the Site.

PERMITTED USE. You agree to use the Site only for purposes that are permitted by this Agreement and in compliance with all applicable laws, regulations, and generally accepted practices or guidelines in the relevant jurisdictions. You may only use the Site for your non-exclusive, non-assignable, non-transferable, and limited use, and no other purposes. You will not (and will not attempt to):

Gain unauthorized access to our computer system or engage in any activity that interferes with the performance of, or impairs the functionality or security of the Site, our services, our networks, and/or our computer systems;
Access the Site through any automated means or with any automated features or devices (including use of scripts or web crawlers);
Access or collect any personally identifiable information, including any names, email addresses, or other such information for any purpose, including, without limitation, commercial purposes;
Reproduce, duplicate, copy, sell, trade, or resell any aspect of the Site for any purpose; and
Reproduce, duplicate, copy, sell, trade, or resell any products or services bearing any trademark, service mark, trade name, logo, or service mark owned by us in a way that is likely or intended to confuse the owner or authorized user of such marks, names or logos.
Post any content that violates any rules or regulations we put in place from time to time.
Post any content that violates the rights of any other users or any other third party.
Post or introduce any harmful code or features.
Post any obscene or otherwise offensive or disrespectful material.
Post any material that we deem offensive or disrespectful to other users.

You use this Site at your own risk. You agree that you will be personally responsible for your use of this Site and all of your communication and activity on the Site. If we determine, in our sole discretion, that you engaged in prohibited activities, were not respectful of other users, or otherwise violated this Agreement, we may remove any or all of the material you post and/or deny you access to this Site on a temporary or permanent basis, and any decision to do so is final.

CONSENT TO RECORDING/DISPLAY/PUBLICATION. If you participate in one of our programs, you agree that such program may be recorded. You consent to the recording (both audio and video) and you agree that CapYear may use such recording in any medium for CapYear’s business purposes and may display/publish such recording. You acknowledge and agree that CapYear will not be obligated to you for any royalties or any other consideration in connection with the recording, the use of the recording, and any display/publication of the recording. If you post jobs on the Site, you agree that CapYear may post an employer’s name/logo on the Site and advertise and promote employers that post jobs on the Site and the related positions in other marketing channels (for example: social media, print media, etc.).

DISCLAIMER. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY (A) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE SITE AND ITS CONTENT, INCLUDING THE INFORMATION, DATA, SOFTWARE, OR PRODUCTS CONTAINED THEREIN, OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. THE SITE AND ALL CONTENTS THEREIN AND COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS AND YOUR USE OF THE SITE IS AT YOUR OWN RISK.

LIMITATION OF LIABILITY. You agree that in no event shall we be liable to you, or any third party, for any lost profits, incidental, consequential, punitive, special, or indirect damages arising out of or in connection with the Site or this Agreement, even if advised as to the possibility of such damages, regardless of whether the claim for such damages is based in contract, tort, strict liability or otherwise. This limitation on liability includes, but is not limited to, any (i) errors, mistakes, or inaccuracies in any content on the Site or for any loss or damage of any kind incurred by you as a result of your use of or reliance on such content; (ii) the transmission of any bugs, viruses, Trojan horses or the like which may infect your equipment, failure of mechanical or electronic equipment; (iii) unauthorized access to or use of the Site or our secure servers and/or any personal information and/or financial information stored therein; or (iv) theft, operator errors, strikes or other labor problems or any event outside of our control.

INDEMNIFICATION. You agree to indemnify and hold Parlez Holdings LLC, and its subsidiaries, affiliates, officers, directors, agents, and employees, harmless from and against any suit, action, claim, demand, penalty, or loss, including attorneys’ fees, arising out of and/or related to your use of the Site; any products/services you obtain; any breach by you of this Agreement; your violation of any law, regulation, order or other legal mandates; or the rights of any third party.

CHANGES. We reserve the right to update and revise this Agreement at any time. You will know if this Agreement has been revised since your last visit to the Site by referring to the "Last Revised Date" date at bottom of this page. Your use of our Site constitutes your acceptance of this Agreement as amended or revised by us from time to time, and you should, therefore, review this Agreement posted on the Site regularly.

FORCE MAJEURE. We are not liable for any delays caused by circumstances beyond our control, e.g., general labor disputes, extreme weather, acts of war, fire, pandemics, lightning, terrorist attacks, changed governmental orders, technical problems, defects in power/communications networks, or other circumstances outside of our control.

TERM AND TERMINATION. This Agreement becomes effective the date that you first access the Site and remains effective until terminated consistent with the terms herein. We may terminate your access to services at any time upon notice to you (by email to your email address in our records). You may terminate your access to services by providing 10 days’ advance written notice to us. Violations of this Agreement may result in the immediate termination of your access to the Site. Such restrictions may be temporary or permanent. All disclaimers, limitations of liability, indemnities, and rights of ownership and licenses to Parlez Holdings LLC shall survive any termination.

ELECTRONIC COMMUNICATIONS. When you visit the Site or send us emails, you are communicating with us electronically. In so doing, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communication is in writing.

MISCELLANEOUS.

a. Assignment. This Agreement may not be assigned by you without the prior written consent of CapYear.

b. Amendments; Waivers. No amendment, modification, or waiver of any provision of this Agreement shall be binding unless in writing and signed by CapYear and the party against whom the operation of such amendment, modification, or waiver is sought to the enforced. No delay in the exercise of any right shall be deemed a waiver thereof, nor shall the waiver of a right or remedy in a particular instance constitute a waiver of such right or remedy generally.

c. Notices. Any notice or document required or permitted to be given under this Agreement shall be deemed to be given on the date such notice is (i) for notices from CapYear to you, sent to your email address in CapYear’s records; or (ii) for notices from you to CapYear, deposited with a commercial overnight delivery service, to CapYear at: 212 Woodlawn Road, Baltimore, MD 21210; or such other address or addresses as CapYear may designate from time-to-time by notice satisfactory under this section.

d. Governing Law/Venue. This Agreement shall be governed by the internal laws of the State of Maryland without giving effect to the principles of conflicts of laws. Venue for any disputes will be in the state or federal courts located in Baltimore City, Maryland.

e. Binding Effect. This Agreement shall inure to the benefit of the respective heirs legal representatives and permitted assigns of each party, and shall be binding upon the heirs, legal representatives, successors and assigns of each party. Any individual agreeing to the terms of this Agreement on behalf of an entity or other organization represents and warrants that such individual is duly authorized to act for such entity/organization and the obligations hereunder will be those of such entity/organization.

f Titles and Captions. All articles, section and paragraph titles and captions contained in this Agreement are for convenience only and are not deemed a part of the context hereof.

g. Pronouns and Plurals. All pronouns and any variations thereof are deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the persons may require.

h. Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect to such subject matter.

i. Severability. If any provision of this Agreement shall be declared invalid or illegal for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provisions had not been contained herein.

j. Cumulative Rights/Remedies. All rights and remedies available to each party under this Agreement shall be cumulative and in addition to any other rights or remedies to which such party may be entitled at law or in equity.

CONTACTING US. For general questions, complaints, or inquiries, kindly send an email to us at: careteam@capyear.co.

Last updated: December 2022

Northwestern Medicine

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