Terms of Use

1. Acceptance of These Terms

These Terms of Use (“Terms”) are an agreement between you and ClinCover Solutions (“ClinCover,” “we,” “us”) governing your use of the ClinCover physician scheduling platform and our website (together, the “Platform”). By using the Platform, whether you are signing in, viewing a schedule, claiming an open shift, or administering your organization’s account, you accept these Terms and our Privacy Policy. If you do not agree, do not use the Platform.

If your organization has a separate written agreement with us (a “Customer Agreement”) covering the Platform, that agreement governs the relationship between ClinCover Solutions and that organization, and it controls over these Terms wherever the two conflict. These Terms continue to govern your individual use of the Platform.

2. What ClinCover Is

ClinCover is software that gives a healthcare organization one place to see and manage physician and provider coverage across its facilities. It presents the organization’s schedule on a unified calendar, provides an open shift board through which providers can request extra shifts, and gives designated administrators tools to post shifts, review claims, and maintain credential records. It synchronizes automatically with the scheduling system the organization already uses as its system of record.

3. Our Role & Your Organization

ClinCover is a software provider. We do not schedule anyone, employ anyone, or make staffing decisions. Your organization decides who is on its roster, who is an administrator, what the schedule is, which shifts are posted, which claims are approved, and what credential records are maintained. We provide the tools; your organization operates them.

Your access to the Platform exists because your organization granted it, and your organization can change or revoke it at any time. Your employment, contracting, compensation, and staffing relationships are between you and your organization. ClinCover Solutions is not a party to them and has no liability under them.

4. Eligibility & Accounts

• You must be at least 18 years old and able to form a binding contract to use the Platform.
• Accounts are roster-based. You do not create an account yourself. Your organization places your work email address on its roster, and access follows from that.
• Sign-in uses one-time emailed links. There is no password. Anyone with access to your work email inbox can therefore sign in as you, so keep that inbox secure, do not forward sign-in links, and tell your administrator immediately if you believe your email account has been compromised. You are responsible for activity under your sign-in.
• Keep the contact information your organization holds for you accurate and current.

5. Schedule Information

We work hard to keep the Platform current and to detect and halt a bad import rather than publish it, but synchronization can be delayed or interrupted, and information entered upstream can itself be wrong. Do not rely on the Platform alone for a decision with clinical or contractual consequences. When a shift matters, because you are counting on coverage or deciding whether to report for duty, confirm it with your scheduler or administrator. Your obligation to work an assigned shift comes from your arrangement with your organization, not from what this software shows.

6. Open Shifts, Claims & Incentives

• Claiming an open shift is a request, not an assignment. A claim is submitted to your organization’s administrators and takes effect only if and when an administrator approves it. An administrator may decline a claim, and your organization may withdraw or change a posted shift at any time.
• Incentive amounts are your organization’s, not ours. Any incentive or additional pay shown alongside an open shift is information your organization published. ClinCover Solutions does not set, fund, guarantee, or pay it. Payment for any shift you work is made by your organization through its own payroll or contracting process, and is governed by your arrangement with your organization.
• Eligibility to claim a shift is determined from the credential records your organization maintains (Section 7).
• Do not claim a shift you do not intend to work, and follow your organization’s own policies on extra shifts, rest, and duty limits. The Platform does not enforce them for you.

7. Credential Information

Your organization is solely responsible for credentialing and privileging, for verifying licensure and qualifications, and for keeping the records in the Platform accurate and current. If a credential record is wrong, incomplete, or out of date, the Platform’s enforcement will be wrong with it. It can permit a claim it should have blocked, or block one it should have permitted. Nothing in the Platform relieves your organization of its own credentialing, verification, supervision, and regulatory obligations, and nothing in the Platform is a representation by ClinCover Solutions that any person is qualified, licensed, privileged, or appropriate for any assignment.

8. Acceptable Use & Confidentiality

The schedule, roster, and credential information in the Platform is your organization’s confidential business information, and it identifies your colleagues. Use it only for your work with that organization. You agree not to:

• export, copy, publish, or share Platform information outside your organization except as your organization authorizes;
• use another person’s sign-in link or attempt to access an account, facility, or record you have not been granted;
• probe, scrape, disassemble, overload, or interfere with the Platform or its security measures, or attempt to circumvent access controls or credential enforcement;
• enter patient information or protected health information into the Platform (see the Privacy Policy, Section 4);
• submit false claims for shifts, or misrepresent your identity, licensure, or credentials;
• harass, threaten, or discriminate against any other user;
• upload malware, or use the Platform for any unlawful purpose.

9. Your Content

Information you enter into the Platform in the course of your work, such as claims, approvals, notes, and similar entries (“Content”), is handled as your organization’s data under our Customer Agreement with them and our Privacy Policy. You grant ClinCover Solutions the rights necessary to host, store, process, and display that Content solely to operate the Platform for your organization. You represent that your Content is accurate to the best of your knowledge, is yours to submit, and does not include patient information or anyone else’s personal information you have no right to share. We may remove Content that violates these Terms.

10. Intellectual Property & Copyright

The Platform, including its software, design, text, graphics, and trademarks (“ClinCover,” “ClinCover Solutions,” the ClinCover marks, and the tagline “Clinical Coverage. Simplified.”), belongs to ClinCover Solutions or its licensors. Your organization’s names and marks belong to your organization. You may not copy, modify, reverse engineer, or create derivative works from the Platform except as these Terms or a Customer Agreement allow.

We respond to copyright complaints under the Digital Millennium Copyright Act (DMCA). If you believe content on the Platform infringes your copyright, send a notice containing the elements required by 17 U.S.C. § 512(c)(3) to contact@clincover.com. We may remove allegedly infringing content and, for repeat infringers, terminate access.

11. Fees & Billing

The Platform does not take payments from individual users, and there is nothing for you to buy here. Fees for the Platform are agreed between ClinCover Solutions and your organization in its Customer Agreement and are invoiced outside the Platform. Any incentive or shift pay you may earn is paid by your organization, as described in Section 6.

12. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW: THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CLINCOVER DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT SCHEDULE INFORMATION WILL BE COMPLETE, CURRENT, OR ACCURATE. IT ORIGINATES WITH YOUR ORGANIZATION AND ITS SYSTEM OF RECORD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

No clinical, staffing, employment, or legal advice. ClinCover is a scheduling tool. It does not provide medical or clinical advice, does not determine safe staffing levels, does not assess whether coverage is adequate for patient care, and does not provide employment, labor, licensing, or legal advice. All staffing, coverage, credentialing, and clinical decisions are your organization’s, made by qualified people exercising their own professional judgment.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: CLINCOVER WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, DATA, GOODWILL, OR LOST COMPENSATION, ARISING FROM OR RELATED TO THE PLATFORM, WHETHER BASED IN CONTRACT, TORT, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY. THIS INCLUDES CLAIMS ARISING FROM A MISSED, DELAYED, DUPLICATED, OR INACCURATE SCHEDULE ENTRY, A DECLINED OR UNAPPROVED SHIFT CLAIM, OR A CREDENTIAL RECORD SUPPLIED BY YOUR ORGANIZATION. CLINCOVER’S TOTAL AGGREGATE LIABILITY TO YOU AS AN INDIVIDUAL USER ARISING FROM OR RELATING TO THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE AMOUNTS YOU PERSONALLY PAID TO CLINCOVER IN THE TWELVE MONTHS BEFORE THE CLAIM AROSE. THESE LIMITS DO NOT APPLY WHERE PROHIBITED BY LAW, DO NOT LIMIT YOUR ORGANIZATION’S OWN RESPONSIBILITIES, AND DO NOT DISPLACE THE LIABILITY TERMS OF A CUSTOMER AGREEMENT, WHICH GOVERN CLAIMS BY THE ORGANIZATION ITSELF.

14. Indemnification

You agree to defend, indemnify, and hold harmless ClinCover Solutions and its officers, employees, and agents from claims, damages, and expenses (including reasonable attorneys’ fees) arising from your Content, your use of the Platform in violation of these Terms, or your violation of law. This section does not apply to a Customer Organization, whose indemnity obligations (if any) are set out in its Customer Agreement.

15. Dispute Resolution: Arbitration & Class Waiver

• Informal resolution first. Before starting arbitration or litigation, the party with a dispute must send a written description to the other (for ClinCover: contact@clincover.com) and allow 60 days to resolve it in good faith.
• Binding arbitration. Any dispute arising out of or relating to these Terms or the Platform that is not resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its applicable rules, before a single arbitrator. Arbitration will take place, at your election, in the county where you reside, in Florida, or remotely by videoconference. The Federal Arbitration Act governs this section.
• Exceptions. Either party may (a) bring an individual claim in small claims court, or (b) seek injunctive relief in court for infringement or misuse of intellectual property or for unauthorized access to Platform data. Disputes between you and your organization about scheduling, pay, employment, or credentialing are between you and them and are not governed by this section.
• Class action waiver. DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. YOU AND CLINCOVER EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) proceeds in court.
• 30-day opt-out. You may opt out of this arbitration agreement by emailing contact@clincover.com within 30 days of first accepting these Terms, which for most people is the first time you sign in, stating your name, contact information, and intent to opt out. Opting out does not affect any other section of these Terms.

16. Governing Law & Venue

These Terms are governed by the laws of the State of Florida and applicable federal law, without regard to conflict-of-laws rules. For any dispute not subject to arbitration, you and ClinCover consent to the exclusive jurisdiction of the state and federal courts located in Florida. If you use the Platform from another state, you remain responsible for compliance with your local law, and any rights granted by the law of your state of residence that cannot be waived by contract are preserved.

17. Suspension & Termination

Your access ends when your organization removes you from its roster or its Customer Agreement ends. That is the ordinary way access stops, and it is your organization’s decision, not ours. We may additionally suspend or terminate access for violation of these Terms, fraud or security risk, legal requirement, or discontinuation of the Platform.

Data after termination. When an organization’s agreement ends, its data is deleted or de-identified on the schedule described in the Privacy Policy (Section 9) and that agreement. Request any copies you need through your organization before then. Sections that by their nature should survive termination (including 8, 9, 10, 12 to 16, and 18) survive.

18. General Provisions

• Changes. We may update these Terms; material changes will be signaled by the date above and, where appropriate, notice on the Platform or by email. Continued use after the effective date is acceptance.
• Entire agreement. These Terms plus the Privacy Policy (and, for a Customer Organization, its Customer Agreement) are the entire agreement about the Platform.
• Severability. If a provision is unenforceable, the rest remains in effect.
• No waiver. Not enforcing a provision is not a waiver of it.
• Assignment. You may not assign these Terms; ClinCover Solutions may assign them in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.

19. Contact

ClinCover Solutions Legal Team
Email: contact@clincover.com
Florida, United States