Terms of Service

1. About Carelynk and the Service

Carelynk Go is the facility-facing mobile application of the Carelynk platform. Carelynk operates a technology platform that connects healthcare facilities and organizations (“Facilities”) with qualified healthcare professionals (“Workers”) for shift-based and other work opportunities. Through Carelynk Go, your organization can post shifts, manage scheduling, and engage Workers.

Carelynk is a workforce, scheduling, credential, and staffing platform. Carelynk is not a healthcare or clinical provider, does not deliver patient care, and does not create, hold, or process patient clinical records.

Carelynk acts as an intermediary that facilitates connections, scheduling, and related administration. Carelynk is not the employer of Workers and is not a party to any engagement or care relationship between your organization, a Worker, and your patients or residents. Nothing in these Terms creates an employment, partnership, joint-venture, or agency relationship between you and Carelynk.

2. Definitions

• Facility / Customer — the organization that uses the Service to post shifts and engage Workers, on whose behalf you act.
• Authorized User — an individual the Facility permits to access and use the Service on its behalf.
• Worker / Healthcare Professional — an individual who offers professional services and accepts shifts through the Carelynk platform.
• Shift / Assignment — a work opportunity the Facility posts on the Platform.
• Content — information, documents, and materials uploaded to or made available through the Service.

3. Eligibility and authority

The Service is for organizational use by Facilities. By accepting these Terms, you represent that you are an Authorized User with authority to bind your organization to these Terms, and that your organization is legally able to engage Workers in its jurisdiction. The Facility is responsible for the acts and omissions of its Authorized Users under the Service.

4. Accounts and security

You agree to provide accurate organization and Authorized User information and keep it current. The Facility is responsible for managing its Authorized Users, for safeguarding all login credentials, and for activity under its account. Notify us promptly of any unauthorized access. We may suspend or close accounts used in breach of these Terms or where required to protect the Service or its users.

5. Facility responsibilities

When using the Service, the Facility agrees to:

• post accurate shift details, rates, requirements, and location information;
• engage Workers in compliance with applicable employment, labour, occupational health and safety, human-rights, and licensing laws;
• provide a safe working environment and the supervision and information Workers need to perform safely;
• make its own decisions about whether to engage a Worker, and independently verify suitability beyond the information surfaced by the Platform;
• use the Service only for legitimate staffing purposes for your organization.

Carelynk provides information and tools to assist staffing decisions but does not guarantee the conduct, suitability, qualifications, or performance of any Worker. Engagement decisions and their consequences are the Facility’s responsibility.

6. Worker personal information and confidentiality

Through the Service, the Facility and its Authorized Users access personal information about Workers (such as names, contact details, credentials, and shift history). You agree to:

• use Worker personal information solely to evaluate, schedule, engage, and manage Workers through the Platform;
• keep it confidential, limit access to those who need it, and protect it with appropriate safeguards;
• comply with applicable privacy law, including PIPEDA, in your handling of that information;
• not sell, repurpose, or disclose Worker personal information except as necessary for the engagement or as required by law.

These obligations continue after your use of the Service ends with respect to information you obtained through it.

7. Fees, billing, and payment

The Facility agrees to pay the fees and charges applicable to its use of the Service and to the shifts it fills through the Platform, as presented to you before a commitment is made and as set out in any order or agreement between your organization and Carelynk. Unless otherwise agreed, invoices are payable on the terms stated on the invoice, and amounts are exclusive of applicable taxes, which the Facility is responsible for. Carelynk may revise fees on a prospective basis with reasonable notice. Overdue amounts may be subject to interest and to suspension of the Service.

8. Acceptable use

The Facility and its Authorized Users agree not to:

• use the Service for any unlawful, fraudulent, or harmful purpose;
• share account access with unauthorized persons or misrepresent identity or authority;
• copy, modify, distribute, sell, lease, sublicense, or commercially exploit the Platform except as expressly permitted;
• reverse engineer, decompile, or attempt to derive the source code of the Platform, except where this restriction is prohibited by law;
• scrape, harvest, or systematically extract data, or access the Service through unauthorized automated means;
• remove or obscure proprietary notices or interfere with the security or operation of the Service.

9. Licence to use the Service

Subject to these Terms, Carelynk grants the Facility a limited, revocable, non-exclusive, non-transferable licence to access and use the Service for its internal staffing purposes. All rights not expressly granted are reserved.

10. Intellectual property

The Platform and its contents, features, and functionality are owned by Carelynk or its licensors and protected by Canadian and international intellectual property laws. The Facility retains ownership of the Content it submits and grants Carelynk a licence to host, use, and process that Content as needed to operate and improve the Service as described in these Terms and the Privacy Policy.

11. Feedback

If you provide suggestions or feedback about the Service, you agree that Carelynk may use it without restriction or obligation to you, to operate and improve the Service.

12. Privacy and use of data

Our handling of personal information is described in the Carelynk Privacy Policy for Carelynk Go, which forms part of these Terms. By using the Service you acknowledge that operational data generated through use of the Platform — such as shifts, postings, scheduling, attendance, response times, and fill outcomes — may be used by Carelynk to operate, evaluate, and improve the Service and to develop new features, including analytics and predictive staffing tools, in accordance with the Privacy Policy and applicable privacy law.

Research use — waiver of liability and indemnity. Where your non-identifiable data are used for research purposes, the limitation of liability and indemnity clauses contained within these Terms of Service (including Sections 16 and 17) are waived with respect to any harms suffered or liabilities incurred as a result of any research activities. This waiver remains in effect until any such dataset is destroyed.

13. Third-party services

The Service may integrate or link to third-party services (for example, mapping and payment providers), which are governed by their own terms. Carelynk is not responsible for third-party services, and your use of them is at your discretion.

14. Service availability and changes

We may modify, suspend, or discontinue all or part of the Service and may provide updates from time to time. We aim to give reasonable notice of material changes that affect you, but the Service is provided on an ongoing, evolving basis and we do not guarantee uninterrupted availability.

15. Disclaimers

Except as expressly stated and to the extent permitted by applicable law, the Service is provided on an “as is” and “as available” basis without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Carelynk is a technology intermediary and does not warrant the conduct, suitability, or performance of any Worker, and does not warrant that the Service will be uninterrupted or error-free.

16. Limitation of liability

To the maximum extent permitted by applicable law, Carelynk and its directors, officers, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, data, or goodwill, arising out of or related to the Service. To the maximum extent permitted by law, Carelynk’s total aggregate liability arising out of or related to the Service will not exceed the total fees paid by the Facility to Carelynk in the twelve (12) months before the event giving rise to the claim. These limits do not apply to liability that cannot be limited under applicable law. This limitation is subject to the research-use waiver set out in Section 12.

17. Indemnification

The Facility agrees to indemnify and hold harmless Carelynk and its affiliates from any claim or demand, including reasonable legal fees, arising out of the Facility’s breach of these Terms, its misuse of the Service, its engagement or supervision of Workers, its handling of Worker personal information, or its violation of any law or third-party right. This indemnity is subject to the research-use waiver set out in Section 12.

18. Term and termination

These Terms remain in effect while the Facility uses the Service. Either party may terminate in accordance with any order or agreement between the parties. We may suspend or terminate access for breach of these Terms or where reasonably necessary to protect the Service or its users. Provisions that by their nature should survive termination (including confidentiality, intellectual property, fees accrued, disclaimers, limitation of liability, and indemnification) will survive.

19. Changes to these Terms

We may update these Terms from time to time. If a change is material, we will provide reasonable advance notice before it takes effect, with an updated effective date. Continued use of the Service after a change takes effect means the Facility accepts the updated Terms.

20. Governing law and dispute resolution

These Terms are governed by the laws of the Province of Nova Scotia and the federal laws of Canada applicable there, without regard to conflict-of-laws rules.

The parties will first attempt to resolve any dispute through good-faith negotiation for at least sixty (60) days. Failing resolution, the dispute will be subject to the exclusive jurisdiction of the courts of the Province of Nova Scotia, and the parties consent to that jurisdiction and venue. Either party may seek urgent injunctive or equitable relief from a court of competent jurisdiction.

21. General

These Terms, together with the Privacy Policy and any order or agreement between the parties, are the entire agreement regarding the Service and supersede prior agreements on that subject. If any provision is unenforceable, it will be limited or severed to the minimum extent necessary and the remainder will stay in effect. Failure to enforce a provision is not a waiver. The Facility may not assign these Terms without our consent; we may assign them in connection with a reorganization, merger, or sale of assets. Headings are for convenience only.

22. Contact us

Questions about these Terms can be sent to info@carelynk.ca or by mail to Carelynk Inc., 208 Charles Road, Timberlea, Nova Scotia, B3T 1N4, Canada.