(Version 8/3/2023) 

1. Application of T&Cs.  Upon engagement of MGV by execution of an electronic quote, Client has agreed to be bound by the Terms & Conditions contained herein (the “T&C’s”).

2.  Use of the Platform and Site Profiles.  The interactive map-based career exploration platform (the “Platform”) available to Members of the Association contains basic profiles developed from public data and proprietary data for geographic locations where Association Members are employed providing a consolidated view of the total employment market (“Site Profiles”).  MGV populates the Platform with Site Profiles for no charge.  Verified employers shall have the ability to edit and brand affiliated Site Profiles.  Members who “follow” a Site Profile shall be notified of material modifications to a Site Profile. Association Members have the ability to make an inquiry through the Platform about employment opportunities available at any Site Profile location which will enable an affiliated employer to accept an introduction to the inquiring Member under a separate fee arrangement (a “Referral”).  Employers are not, however, required to participate in Referrals.

3. Site Profile Upgrades.  Employers may purchase a subscription to upgrade Site Profiles to support direct recruiting and development of a talent pipeline.  Any upgrades shall be reflected in a Purchase Order. Member Referral services are provided free of charge and are not subject to success fees for all upgraded Site Profiles.  Enhanced Site Profiles are available to Client, including Hiring Profiles and Networking Profiles.  Hiring Profiles are designed to support locations that are actively recruiting. Each Hiring Profile is highlighted and searchable as and supports unlimited job profiles so long as the Hiring Profile accurately reflects the primary employment location of each opportunity. Hiring Profiles include Client branding and direct Member engagement via messaging.  Networking Profiles are designed to build a bench for future hiring, or support opportunistic hiring or simply to build and maintain Client’s brand. Networking Profiles come with all the features of Hiring Profiles with the exclusion of job profiles. They are highlighted and searchable as Networking. Client can maintain Networking Profiles for all CRNA employment locations to develop a future candidate pipeline. 

4. Authorization and Disclosure.  Client represents and warrants it has due authority to manage any Site Profile that it claims and agrees to use the Platform only for the promotion of its internal or contractually managed career opportunities. Client agrees to engage with Members sourced through Platform for the sole purpose of current and future hiring or contracting needs. Selling, sharing, or disclosing Member data accessed through the Platform for any reason other than the reasons specifically set forth herein is strictly prohibited. 

5.  Third-Party Recruiters.  Recruitment and Locums Tenens firms are prohibited from claiming Site Profiles without prior permission from the authorized employer. In the event a Site Profile claim is contested by the employer of record or another third-party recruiter, MGV will require written authorization from the employer affiliated with the Site Profile in question.  MGV is under no obligation to cancel any agreement with the Client or to make refunds in the event Client loses authorization to claim a Site Profile.  

6. Compliance.  Client is solely responsible to ensure that content provided to MGV and/or uploaded to Site Profiles, Hiring Profiles, and Job Profiles comply with applicable laws, rules and regulations, is accurate and does not infringe, misappropriate and violate any intellectual property or data privacy rules, trademark rights, employment or anti-discrimination laws.

7.  Term and Termination.  Client agrees that its engagement with MGV shall commence on the date the electronic quote is signed and will remain in effect for the period of time purchased from the date it was signed. Month to Month Subscription Agreements shall commence on the date the electronic quote is signed and first monthly payment is received and will automatically renew for successive 30- day increments unless employers notify MGV of its intent not to renew at least 7 days prior to the end of current term. Client’s engagement with MGV may be terminated for any reason upon mutual written agreement or by either MGV or Client in the event of a material breach of these T&C’s. MGV shall be under no obligation to reimburse Client for unused services following termination or expiration hereunder.

8.  Disclaimer.  MGV works to ensure the accuracy and integrity of information provided on the Platform. All information provided on the Platform is provided “as is” and MGV is not responsible to verify such information and makes no representation regarding its accuracy or completeness. MGV does not participate in the interviewing or hiring process and does not make any representations or guarantees about the accuracy or completeness of the qualifications or suitability of any parties using the Platform and specifically disclaims any guarantees regarding a party’s success in using the Platform to identify or hire employees.

9. Arbitration.  Any dispute related to between MGV and the Client which cannot be resolved to the Parties mutual satisfaction within forty-five (45) days after notice of such dispute shall be resolved by binding arbitration conducted in Denver, Colorado, in accordance with the United States Arbitration & Mediation Rules Association. The arbitrator’s decision shall be final and binding and judgment may be entered thereon. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with arbitrator’s award, the other party is entitled to costs of suit including a reasonable attorney’s fee for having to compel arbitration or defend or enforce the award.

10.  Governing Law.  These T&C’s and the agreement between the Client and MGV governed by these T&C’s shall be governed by the laws of the State of Colorado without regard to conflicts of laws principles.  

11. Indemnification .  Client shall indemnify, defend and hold harmless MGV and its Affiliates, employees or directors from any and all costs, expenses, damages, judgments and liabilities (including reasonable attorneys’ fees) incurred by or rendered against MGV or its Affiliates, employees or directors in any third-party claim made resulting from a breach by Client of these T&C’s or its negligence or willful misconduct.

12.  Payment Terms. Payment by check, ACH or wire are due within thirty (30) days of the date of the invoice. Late payments will be subject to a 1.5% interest charge. MGV reserves the right to deactivate any and all MGV products or services purchased including access to the Platform or Site Profiles until past due payments are received in cleared funds. MGV will not be responsible to refund amounts paid to MGV for any unused products or services. Subscriptions on monthly or quarterly billing will be paid via ACH or credit card set up at the time of signed engagement. 

13.  Entire Agreement.  These T&C’s and Association’s Privacy Policy of which Client has had access to, contains the entire agreement between MGV and Client with respect to the subject matter hereof and thereof and supersedes all prior agreements and undertakings between MGV and Client. No course of prior dealings between MGV and Client or their predecessors shall be relevant to supplement or explain any terms used herein.

14.  Assignment. Neither Client nor MGV may assign the obligations under any engagement without the prior written consent of the other party.

15.  Attorneys’ Fees. In the event of any dispute relating to the engagement between MGV and Client or these T&C’s that is handled subject to Section 9, the prevailing party in any such arbitration shall be entitled to an award of reasonable attorneys’ fees and costs.

16. Definitions.  Capitalized terms used herein that are not otherwise defined, shall have the following definitions:

MGV: MedGeo Ventures, LLC, a Colorado limited liability company.

Client: the party electing to engage MGV by signing MGV’s electronic quote, which also binds Client to these T&C’s.