Terms and Conditions

    These Terms of Use (“Terms” or “Agreement”) applies to all visitors and users of this Website and the resources made available through it, each of whom is defined and deemed a “Professional” below for all purposes set forth herein, irrespective of the visitor/user’s personal status, intentions, and/or qualifications. These Terms govern all interactions with TangoShift LLC (“TangoShift”), as the operator of this Website and its resources and are made and entered into by and between the visitor and TangoShift, a technology platform (the “Platform”) provider that can be accessed via http://www.TangoShift.com and any other TangoShift digital application, including without limitation all pages accessible through such domain (collectively the “Website”).

    All rights of TangoShift hereunder are also the rights of TangoShift’s agents, representatives, employees, contractors (including Providers as defined below), affiliates, licensees, successors, and assigns (collectively the “TangoShift Parties”),and shall apply to TangoShift and the TangoShift Parties both on the Platform and in any interaction off of the Platform (including without limitation by telephone, email, or other means of communication). The term “Party” shall refer to any of TangoShift, the TangoShift Parties, and Professional, and the term “Parties” shall refer to TangoShift, the TangoShift Parties, and Professional collectively.

    The intended visitor to the Website and user of the Platform, i.e. Professional, is a health professional who lawfully and accurately holds himself or herself out (or plans to hold himself out) to multiple healthcare organization clients as a self-employed independent contractor. The Platform is intended to enable Professional to identify opportunities to render services (“Services”) to healthcare providers including without limitation, healthcare facilities, health professional organizations, home health agencies, hospices, and therapy providers (each a “Provider” and, collectively, “Providers”) and allows Providers to identify, engage, and utilize independent contractor Professionals to provide Services in a business-to-business relationship. Through the Platform, Professional can (a) submit proof of licensing, certification, or other credentials; (b) identify potential opportunities to render Services (each episode of services referenced constituting an “Assignment”); (c) apply for, receive, accept, reject, modify, and fulfill requests to provide services via assignment(s); and (d) receive payment from Providers for Services rendered in each Assignment.

  • Agreement to Terms of Use

    • This governs Professional’s use of the Website and the Platform from any location. It also applies to Professional’s use of all features, applications, content, downloads and/or other services TangoShift owns and controls and makes available through the Website, regardless of how Professional accesses or uses them, whether via computer, mobile device or otherwise. By using the Website, Professional acknowledges and accepts the Website’s Privacy Policy and consent to the collection and use of Professional’s data in accordance with the Privacy Policy. By interacting with and/or using the Website, Professional signifies Professional’s assent and agreement to these Terms of Use. If Professional does not agree to these Terms, please do not use the Website.

    This Agreement is divided into three parts. Part A explains all of the terms that govern Professional’s use of the Website and creation of an account to utilize the Platform. Part B explains all of the terms that govern Professional’s use of the Platform. Part C contains additional legal terms, including provisions that limit TangoShift’s liability to Professional and require individual arbitration for any potential legal dispute. To use the Services, Professional must accept all of the terms of this Agreement.

    Each time Professional uses the Website, the Terms below, and any applicable additional terms then posted apply, so Professional should check back each time Professional returns for any updates.

    To utilize the Platform (as described more fully below), Professional must create an account. In conjunction with creating an account and utilizing the Platform, Professional agrees to receive electronic communications from TangoShift (including without limitation via email, text message, or the Website) regarding the account or the Platform). Professional agrees that any notices, agreements, disclosures or other communications that TangoShift sends to Professional electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. Periodically, TangoShift may update the Website and/or Platform. All such updates and releases shall be governed by this Agreement unless such update or new release is accompanied by a separate agreement in which case the terms of that agreement will govern. TangoShift shall have no duty to support Professional’s hardware, software, or prior versions of the Website or Platform.

  • Professional may only use the content on the Website and Platform in connection with Professional’s permitted activities on the Website and Platform and not in an offline environment or in connection with another site or service.
  • Except as set forth in the Privacy Policy that applies to the Website, TangoShift does not have a confidential, fiduciary, or any other special relationship by virtue of Professional’s use of the Website or Professional’s communications to TangoShift through or related to the Website.
  • Professional consent to TangoShift’s Privacy Policy and TangoShift’s practices detailed in them.
  • TangoShift is providing the Website to Professional on an “as-is” basis, without any warranty of any kind, and TangoShift’s liability to Professional in connection with Professional’s use of the Website is very limited. Many other limitations and disclaimers relate to Professional’s use of the Website.
  • Changes to Terms of Use

    • TangoShift has the right to change or add to the terms of this Agreement at any time by posting the amended Agreement on the Website. Any use of TangoShift’s Website or Platform after TangoShift’s publication of any such changes shall constitute Professional’s acceptance of the Terms as modified. However, any dispute that arose before the modification shall be governed by the Terms (including the binding individual arbitration clause) that was in place when the dispute arose.

PART A. Terms Governing Use of the Website

  • Age Limitations

    • The Website and Platform are intended and only suitable for individuals 18 years of age and above. Some of the content on the Website may not be appropriate for children. Children under the age of 13 are not permitted to use the Website. TangoShift strongly recommends that children between the ages of 13 and 17 ask their parent’s or guardian’s permission before viewing TangoShift’s Website. TangoShift hereby disclaims all liability for use by individuals under the age of 18.

  • Information on the Website is Not Professional Advice.

    • All data, information, text, graphics, links, and other material on the Website are provided as a convenience to Website visitors. The information provided on the Website is for general informational and educational purposes only. The information provided on the Website is not intended to serve as legal or other professional advice. Also, the use of the Website does not automatically entitle or guarantee Professional any Assignments.

    TangoShift does not warrant that the information contained in the Website is complete, accurate, current or reliable. TangoShift makes no representations or warranties, express or implied. This information is not intended to be, nor should it be considered, professional legal advice.

  • Restricted Use

    • Professional may use the Website and Platform only to the extent that Professional obeys all laws, rules, and regulations applicable to Professional’s use of the Website.

  • Professional’s Privacy

    • Upon acceptance of these Terms, Professional confirms that Professional has read, understood, and accepted TangoShift’s Online Privacy Policy.

  • Transactions

    • If Professional wishes to utilize the Platform to render or be paid for Assignment(s) (each a “Transaction”), TangoShift, Provider or the third-party provider of the service will request certain information from Professional that is applicable to Professional’s Transaction, including, without limitation, credit card and other payment information. By supplying such information, Professional grants TangoShift the right to provide such information to third parties for purposes of facilitating the completion of Transactions initiated by Professional or on Professional’s behalf. Professional represents and warrants that Professional has the legal right to use any payment mechanism used in connection with any transaction on the Platform.

    Descriptions or images of, or references on the Website do not imply TangoShift’s endorsement of any particular Providers or Assignment(s). TangoShift reserves the right, without prior notification, to change such descriptions or references. Verification of information may be required prior to contracting. TangoShift is not responsible for errors in the rates or descriptions of any Assignment(s).

  • Monitoring

    • TangoShift has no obligation to monitor any related Websites, chats, discussion boards or any other materials that Professional or third parties transmit or post on or to the Website or related Websites, if any. Professional acknowledges and agrees that TangoShift has the right (but not the obligation) to monitor the Website, discussion boards, the chats, and the materials Professional transmit or post; to alter or remove any such materials (including, without limitation, any posting to a chat or discussion board); and to disclose such materials and the circumstances surrounding their transmission to any third party in order to operate the Website properly, to protect ourselves, TangoShift’s sponsors, and TangoShift’s other clients and visitors, and to comply with legal obligations or governmental requests.

  • Copyright Notice

    • The Website is owned and operated by TangoShift. The entire contents and design of the site are protected by U.S. and international copyright law. All rights regarding the Website and materials contained on the Website are either owned by TangoShift, are licensed to it, or are used with permission. TangoShift and its licensors retain and reserve all proprietary rights to the contents of the Website.

    Professional may not copy, republish, upload, post, display, transmit, or frame any of these materials without prior written consent from TangoShift. Professional may link to, view, download, use, display and print a single copy of the materials found on the Website only for personal, noncommercial, and informational purposes as long as: (1) Professional does not alter or modify the materials in any way; (2) Professional include all applicable copyright, trademark and other notices and disclaimers; and (3) Professional does not use the materials in a way that suggests an association with TangoShift or an affiliated entity. All such copies must include, at a minimum, the following copyright notice: “Copyright TangoShift © 2023. All rights reserved.” Any other use of the Website or the information contained here is strictly prohibited. TangoShift may terminate the above license at any time for any reason. If Professional breaches any of these terms, Professional’s license terminates immediately and automatically and without notice. Upon the termination of this license Professional must stop using this site, including all content, and return or destroy all copies, including electronic copies, of the content in Professional’s possession or control.

  • Copyright Infringement – DMCA Notice

    • The Digital Millennium Copyright Act (the “DMCA”) provides remedies for copyright holders who believe in good faith that material appearing on the Internet infringes their rights under copyright law. If Professional believes in good faith that content or material on the Website infringes a valid copyright owned by Professional, Professional or Professional’s agent may send TangoShift a notice requesting that the material be removed, or access to it blocked. This request should be sent to: info@tangoshift.com

    The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or the subject of infringing activity; (d) the name, address, telephone number, and email address of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If Professional believes in good faith that a notice of copyright infringement has been wrongly filed against Professional, the DMCA permits Professional to send TangoShift a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the Website should be sent to the address above.

  • Trademark Notice

    • TangoShift names and logos and all related product and service names, design marks, and slogans are the trademarks or service marks of TangoShift. All rights are reserved. Professional is not authorized to use any TangoShift name or mark in any advertisement, publicity or in any other commercial manner without prior written consent of TangoShift. All other trademarks appearing on the Website are the property of their respective owners.

  • Security

    • TangoShift has implemented technical and organizational measures designed to secure Professional’s personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, TangoShift cannot guarantee that unauthorized third parties will never be able to defeat those measures or use Professional’s personal information for improper purposes. Professional acknowledges that Professional provides Professional’s personal information at Professional’s own risk.

  • Content Management

    • All content that is published, uploaded, or otherwise contributed to the Website and Platform must comport with applicable laws and regulations. TangoShift prohibits and Professional agrees to contribute any content that violates the legal rights of any party, is deceptive (including the misrepresentation of a person’s identity), promotes illegal activity, or that is offensive, indecent, defamatory, harassing, violent, discriminatory (on the basis of race, gender, ethnicity, religion, nationality, age, disability, or sexual orientation) or otherwise objectionable to a reasonable person.

  • Pictures

    • It is the TangoShift’s policy to obtain any required permission for use of the pictures included in the Website. In the event a picture has been included for which permission was not granted, it is through inadvertence and the picture will be removed upon receipt of notice. Please submit such request at info@TangoShift.com.

PART B: Terms Governing Use of the Platform

  • Professional Representations and Warranties

    • Professional hereby represent and warrants that the following are true and correct and a condition of accessing and using the Platform and will notify TangoShift immediately in the event the following cease to be true and correct:

  • Professional is over 18 years of age and is a resident of the United States, outside of the States of California, New York, and Massachusetts (in which TangoShift does not do any business) and has full power and authority to enter into the Agreement and provide Services contracted via the Platform as an independent contractor.
  • Professional has never been removed, suspended, or other restricted from the use of the Platform, and has not engaged in any conduct that would be a basis for removal, suspension, or restriction.
  • Professional will maintain only one account and will only input information on Professional’s own behalf.
  • Professional is duly licensed, certified, or otherwise credentialed as necessary to provide the scope of services that Professional seeks to provide, without restriction, and will, upon request, provide proof of such licensure, certification, or credentialing;
  • Professional is self-employed in Professional’s own business entity and provides services to multiple clients on an independent contractor basis, and is capable of performing the Services required by the Assignments for which Professional applies or accepts;
  • Professional will comply at all times with all laws and regulations, and will deliver only those Services that Professional is qualified to provide in a safe, competent, and appropriate manner with appropriate care and skill.
  • Professional is solely responsible for all content inputted or uploaded to the Platform, including the reliability, accuracy, completeness, and appropriateness thereof.
  • Professional understands and acknowledges that TangoShift is merely a provider of a technology platform and not a Provider and is neither employing nor contracting Professional directly, but instead merely facilitating, via the Platform, Professional’s opportunity and/or opportunities to connect with Provider(s) on the terms agreed to by and between Professional and Provider(s);
  • Professional authorizes TangoShift to share Professional’s data for the purposes of the Platform and grants TangoShift and the TangoShift Parties all licenses necessary for operation of the Platform and operations of TangoShift, including without limitation any evaluations, reviews, or other information shared relating to Professional.
  • Professional understands that Professional and the Provider(s) with whom Professional contracts via the Platform are solely responsible for agreeing on the Services to be provided, the rate of payment, and the scheduling of such time as Professional may work with Provider(s).
  • Professional’s use of the Platform and delivery of Services to Providers does not violate any other contract or limitation to which Professional is subject (and no third party has any rights in Professional’s delivery of Services), and Professional has not and will not enter into any agreement that would violate this Agreement.

    • The obligations of this Section include Professional’s duty to notify TangoShift immediately upon Professional’s becoming aware of any investigation or activity related to allegations of professional misconduct, malpractice, or otherwise potentially affecting Professional’s ability to deliver Services.

  • Parties’ Relationship

    • Professional acknowledges and agrees that the Parties’ relationship is limited to Professional’s use of the Website and Platform exclusively with respect to TangoShift acting as the agent of Professional for the limited purposes of licensing the Platform for Professional’s use and collecting payment as Professional’s agent for Professional’s Services rendered via each Assignment. The Parties acknowledge and agree that: (a) this Agreement is strictly an independent contractor relationship and not an employment agreement, nor does it create an employment relationship, between TangoShift (or any TangoShift Party) and Professional; and (b) no joint venture or partnership relationship exists between TangoShift and Professional. Professional hereby acknowledges and agrees that Professional has no authority to bind TangoShift. Professional shall not hold himself or herself out as an employee, agent or authorized representative of TangoShift. Professional acknowledges and agrees that, in accordance with this Agreement, Professional shall independently determine the Assignment(s) that Professional is willing to accept and, except as otherwise provided in this Agreement, the rate at which Professional will be paid. TangoShift shall not be deemed to direct or control Professional generally or Professional’s fulfillment of any Services during an Assignment, including in connection with Professional’s provision of Services or Professional’s acts or omissions during any Assignment. Without limitation of the generality of the foregoing, Professional acknowledges and agrees that TangoShift does not have the right or authority to direct or control what actions Professional performs or how Professional performs such actions in providing the Services during an assignment. Barring any limitation imposed by TangoShift in accordance with this Agreement, Professional retains the sole right to determine when, where, and for how long Professional will utilize the Platform and Services. Professional retains the option, via the Platform, to attempt to request, applied for, accept, decline, and/or ignore a Provider’s request for Services pursuant to an assignment, or to cancel an accepted or approved Assignment in accordance with this Agreement, including the then-current cancellation policies.

  • Platform Account

    • As a condition of accessing the Platform, Professional agrees to create a single account (with user name and confidential password) that accurately and completely identifies Professional’s current information, including without limitation Professional’s name, address, email address, telephone number, social security number, driver’s license number, other credentials (including without limitation Professional’s license(s), certification(s), permit(s), and authorization(s) for particular functions and responsibilities), and schedule availability. Failure to provide accurate, complete, and current information shall constitute a breach of this Agreement, which may result in immediate termination of Professional’s account and use of the Platform. As a further condition of use of the Platform, Professional agrees to complete any documentation (including without limitation governmental forms, such as W-9s) and undergo any background check(s) or other verification or assessment process that the Platform or Providers may require from time to time, including without limitation any third party-provided screening or investigative service. Professional agrees to respond to requests to update Professional’s account and provide supplemental information in a timely manner. TangoShift shall have sole discretion as to the sufficiency of documentation and information provided, and may request additional documentation or information as it deems appropriate. Professional is exclusively responsible for maintaining the confidentiality of Professional’s account. Professional agrees not to use the account of another person or to use another person’s personal data for the purposes of applying for, accepting, or fulfilling an Assignment.

  • Platform Usage

    • Professional may use the Professional’s Platform account: (a) to upload and publish appropriate data as detailed above; (b) to view, apply for, and accept potential Assignments; (c) to communicate with TangoShift and Providers; (d) to verify acceptance of Assignments; (e) to complete Assignments; (f) to submit to TangoShift confirmation of the completion of Assignments; (g) to receive payments from Provider(s); and (h) as otherwise appropriate to perform the above functions. Professional agrees, as further detailed in the Privacy Policy, that TangoShift is authorized to share and allow access to Professional’s data with Provider’s in connection with the process of application, offering, and accepting proposed Assignments. Professional agrees not to circumvent the Platform (e.g. by directly communicating with Provider concerning a potential Assignment outside the Platform or otherwise using information from the Platform for purposes of securing work outside the Platform).

  • Professional’s Direct Business Relationship with Providers

    • Professional agrees that each Assignment between Professional and a Provider constitutes an independent and direct business relationship between Professional and Provider, and that TangoShift has no responsibility for the acts or omissions of any Provider or any Provider officer, director, agent, representative, employee, contractor, successor, or assign. Professional is responsible to meet requirements of law, including maintenance of independent contractor status, appropriate insurance, and licensing and other credential’s necessary for Professional to render services. Professional agrees not to exceed the scope of services agreed during an assignment except as necessary to respond to an emergency or prevent harm or damage.

  • TangoShift Rights

    • TangoShift reserves the right to, and Professional agrees that, at any time, TangoShift may:

  • Decline to permit a Professional to utilize the Platform for any reason or no reason;
  • Remove any post or part thereof of data posted to the Platform for any reason or no reason;
  • Decline a Professional’s post(s) to the Platform for any reason or no reason;
  • Share Professional data to third parties alleging or investigating violations of law or regulations (consistent with TangoShift’s Privacy Policy), including without limitation pursuant to judicial or law enforcement subpoena; and
  • Take such other action, including without limitation reporting or referral to law enforcement or regulatory bodies, in response to any illegal or unauthorized use of the Platform or other violation of law or regulations.
  • Platform Payment

    • In using the Platform, Professional shall independently determine how much Professional wishes to be paid for Professional’s work. Professional acknowledges that TangoShift does not set pricing but merely facilitates payment at the market rate agreed to by and between Professional and Provider. The Platform enables Professional to review offers, propose modifications, and accept or reject A ssignments at pricing agreed to by and between Professional and Provider. TangoShift facilitates Provider’s payment of Professional for confirmed, completed, and verified Assignment(s) (the “Assignment Fee”) subject to any fees, deductions and/or adjustments pursuant to the terms of this Agreement or as otherwise agreed between Professional and Provider. In connection with facilitating the payment of the Assignment Fee, Professional, in accordance with applicable law, hereby grants TangoShift a special power of attorney and appoints TangoShift as Professional’s true and lawful agent and attorney-in-fact, and TangoShift hereby accepts such special power of attorney and appointment (the “Power of Attorney”), for the limited purposes of (a) submitting a bill in Professional’s name and on Professional’s behalf for reimbursement from Provider; (b) receiving and holding all amounts received from Provider on Professional’s behalf; (c) to effectuate any required deductions (including any amounts required by law, including without limitation any tax liabilities) and/or adjustments thereto; and (d) to transmit payments to Professional. Professional agrees that TangoShift may determine the potential methods of transmission of funds, whether by Automated Clearing House (“ACH”) or otherwise. Upon request, Professional shall execute and deliver such additional documents or instruments as may be necessary to evidence or effect the Power of Attorney. The Power of Attorney shall expire upon the termination of this Agreement or as otherwise determined by either Party. Professional acknowledges and agrees that the Assignment Fee, including any agreed upon fee, adjustment and/or deduction, is the only payment Professional will receive in connection with each Assignment. Professional acknowledges that all payments are subject to TangoShift’s deduction of the licensing fees charged for services provided in operating the Platform and performing all work related thereto. TangoShift shall disclose the licensing fee upon request.

  • Assignment Documentation

    • Within seven (7) days of completion of any Assignment, Professional shall submit to TangoShift via the Platform a confirmation of performance of the Assignment, including completed and accurate documentation as requested.

  • Overpayments

    • From to time, a Provider may notify TangoShift that payment to a Professional exceeded the correct amount owed and that the Professional is responsible to return funds via the Platform to Provider (“Overpayment”). An Overpayment may also occur due to a technical error by TangoShift or through the use of the Platform. In any such instance(s) of Overpayment, Professional authorizes TangoShift to (a) investigate in the manner TangoShift deems appropriate; (b) reach findings; and (c) notify Professional of its determination. In such event that TangoShift determines that an Overpayment occurred, Professional agrees to repay the Overpayment amount and acknowledges that TangoShift is authorized to recover the Overpayment through offsetting or deduction(s) from future payments for other Assignments or any other legal means available to TangoShift. Unless Professional and TangoShift otherwise agree in writing to a series of smaller deductions in specified amounts, any such deduction(s) will be equal to, but never exceed, the amount of the Overpayment.

  • Cancellations

    • Professional acknowledges and agrees that both Professional and Providers may accept and then cancel assignments after acceptance and scheduling without incurring any financial liability, provided that any cancellation must occur at least __ hours (the “Required Notice Period”) before the scheduled start of the Assignment. Professional may cancel any request or bid for a specific Assignment prior to acceptance and/or approval of such Assignment by the applicable Provider. Once Professional is approved or accepted for a specific Assignment, Professional must communicate any cancellations directly with the Provider. Failure to provide notice of cancellation with the Required Notice Period may result in suspension or deactivation of Professional’s Platform account or termination of Professional’s right to use the Platform. In the event that a Provider cancels an accepted and scheduled Assignment within less than the Required Notice Period, Professional will be compensated for two (2) hours of work as if provided or by the actual amount of time spent travelling and working (if greater).

  • Assignment Disputes

    • From time to time, a dispute may arise between Professional and a Provider concerning some aspect of Professional’s performance (including without limitation timeliness, completeness, or professionalism or disputation of the time spent by Professional) or regarding Provider’s failure to issue payment. In any such instances, Professional authorizes TangoShift to (a) investigate in the manner TangoShift deems appropriate; (b) reach findings; (c) notify Professional of its determination; and (d) adjust the Assignment Fee as TangoShift in its sole discretion deems appropriate (including, if appropriate, refund or cancel payment of an Assignment Fee).

  • Insurance

    • At all times during the term of this Agreement, Professional agrees to maintain adequate professional liability insurance (at a minimum level of $1,000,000 per occurrence/$3,000,000 aggregate) to address any professional liability claims. In addition, as an independent contractor, Professional is responsible to maintain Occupational Accident Insurance to address any potential workplace injury in the event of an Assignment. Professional acknowledges that neither TangoShift nor any TangoShift Party (including without limitation Provider) shall be responsible to provide insurance coverage for Professional. Professional agrees to provide proof of insurance upon request. Professional shall notify TangoShift promptly of any incidents in the course of Assignments that may generate potential insurance claims.

PART C: Additional Legal Terms

  • Release

    • Profesisonal hereby releases TangoShift and the TangoShift Parties, to the fullest extent permitted by law, from liability, responsibility, claims, demands, and damages (including actual, special, consequential, and punitive) of every kind and nature, whether known or unknown, arising out of Professional’s review of the Website, use of the Platform, delivery of Services, and any other act or omission related to the Website, Platform, Assignment(s), or Services.

  • Disclaimer of Warranties

    • To the maximum extent permitted by appliable law, the Website and Platform are provided and made available without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by Professional from TangoShift, the TangoShift Parties, or through the Website or Platform will create any warranty not expressly stated herein. Without limiting the foregoing, TangoShift and the TangoShift Parties do not warrant that the content is accurate, reliable or correct; that the Website or Platform will meet Professional’s requirements; that the Website or Platform will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Website or Platform is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Website or Platform is downloaded at Professional’s own risk and Professional will be solely responsible for any damage to Professional’s property or loss of data that results from such download.

  • Indemnity

    • By visiting the Website and using the Platform, Professional agrees to indemnify, defend, and hold harmless TangoShift and the TangoShift Parties from and against all claims, actions, demands, liabilities, judgments, settlements, costs, losses, damages, tax assessments, penalties, interest and expenses (including, without limitation, reasonable attorneys’ fees) arising out of any direct, indirect, incidental, consequential, special, exemplary, punitive or any other claim Professional may incur in connection with (a) Professional’s use of the Website or the Platform, (b) Professional’s breach of this Agreement; or (c) any act or omission by Professional (and/or Professional’s agent or representative) whether whether in performance of Assignment(s) or otherwise, including, without limitation, any claims for defamation, violation of publicity or privacy, copyright or trademark infringement resulting from Professional’s submissions of any content, tagged content or other materials, any economic harm, lost profits, damages to business, data or computer systems, or any damages resulting from reliance on any content or resulting from any interruptions, work stoppages, computer failures, deletion of files, errors, omissions, inaccuracies, defects, viruses, delays or mistakes of any kind, even if Professional has previously advised TangoShift of the possibility of such claim.

  • Limitation of Liability and Damages

    • The user’s sole remedy for dissatisfaction with the Website or the Platform is to stop using the Website and/or Platform. Professional agrees that under no circumstance shall any of TangoShift or the TangoShift Parties be liable for any damage resulting from Professional’s use or inability to use the Website or Platform or any content or communications contained therein. This limitation of liability prevents Professional from asserting claims against TangoShift or the TangoShift Parties based on warranty, contract, tort, strict liability, and any other legal theory, and covers all losses and claims of any type including, without limitation, direct or indirect, special, incidental, reliance, consequential, exemplary, and punitive damages, personal injury/wrongful death, lost profits, or damages resulting from lost data or business interruption. Professional’s maximum recovery shall be limited to fees charged by TangoShift for use of the Platform in the previous twelve (12) months.

  • Non-Disparagement

    • Professional agrees not to disparage TangoShift or the Platform and not to interfere with the business of TangoShift or the Platform.

  • Disputes

    • If a dispute of any kind arises, TangoShift wants to understand and address Professional’s concerns quickly and to Professional’s satisfaction. Please contact TangoShift at hr@tangoshift.com with any dispute. If TangoShift cannot resolve Professional’s concerns, TangoShift agrees to an informal and inexpensive dispute resolution process requiring individual arbitration. “Disputes” between Professional and TangoShift, including TangoShift Parties, are defined for the purposes of these Terms to include any claim, controversy, or dispute (whether involving contract, tort, equitable, statutory, or any other legal theory) between Professional and TangoShift including, but not limited to, any claims relating in any way to these Terms (including its breach, termination, or interpretation), any other aspect of TangoShift’s relationship, TangoShift advertising, and any use of TangoShift services.

  • Binding Individual Arbitration

    • Professional and TangoShift agree to arbitrate all Disputes. Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. Any arbitration under this agreement will only be on an individual basis; class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not permitted, and Professional is waiving Professional’s rights to have Professional’s case decided by a jury and to participate in a class action against TangoShift or any of the TangoShift Parties. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by JAMS, Inc. according to this provision and the applicable arbitration rules for that forum. Consumer claimants (individuals whose transaction is intended for personal, family, or household use) may elect to pursue their claims in their local small-claims court rather than through arbitration. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. If Professional is a consumer bringing a claim relating to personal, household, or family use, any arbitration hearing will occur within the county or parish where Professional resides. Otherwise, any arbitration hearing will occur in _________ County, ___________, or another mutually agreeable location, or a location ordered by the arbitrator. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. If Professional prevails on any claim for which Professional is legally entitled to attorney’s fees, Professional may recover those fees from the arbitrator. For any claim where Professional is seeking relief, TangoShift will not seek to have Professional pay its attorney’s fees, even if fees might otherwise be awarded, unless the arbitrator determines that Professional’s claim was frivolous. For purposes of this arbitration provision, references to Professional and TangoShift also include respective subsidiaries, affiliates, agents, employees, predecessors, successors, and assigns.

  • Jurisdiction

    • Information provided on TangoShift’s Website is not targeted to users in any particular locality nor is it intended to constitute the doing of business in any jurisdiction.

    The Website is a service provided by TangoShift and does not constitute any contact with any jurisdiction outside the State of ____________. Use of the Website is prohibited in any jurisdiction having laws that would void this Agreement in whole or essential part or which makes accessing the Website illegal. Users in such jurisdictions visit and use the Website entirely at their own risk. Note: the essential parts of this Agreement include, without limitation, the exclusive remedy provisions and the warranty disclaimers.

    This Agreement is entered into and performed in the State of ___________, United States of America. It is governed by and shall be construed under the laws of _________, exclusive of any choice of law or conflict of law provisions.

  • Confidentiality

    • Professional hereby acknowledges and agrees that, in the use of the Website and Platform and the performance of this Agreement and fulfilling of any Assignments, Professional may have access to or may be exposed to, directly or indirectly, confidential information of TangoShift (“Confidential Information”). Confidential Information excludes any information: (a) is or becomes part of the public domain through no act or omission on the part of Professional or Professional’s agents or representatives; (b) was possessed by Professional prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to Professional by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided that Professional notifies TangoShift and provides a reasonable opportunity to contest or limit such required disclosure. Professional hereby acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of TangoShift; (b) Professional shall not use Confidential Information for any purpose except for purposes of fulfilling this Agreement and performing Assignments; (c) Professional shall not disclose Confidential Information to any third party; and (d) Professional shall delete all Confidential Information upon the termination of this Agreement.

  • Requests for Information

    • If Professional contacts TangoShift and request information about TangoShift’s Website or Platform, TangoShift will use Professional’s email or postal address to provide the information Professional requested. Professional agrees that TangoShift may use and share information Professional provides TangoShift as described in TangoShift’s Online Privacy Policy.

  • Limitation on Time to Initiate a Dispute

    • Unless otherwise required by law, an action or proceeding by Professional relating to any Dispute must commence within one year after the cause of action accrues.

  • Links to Other Websites

    • TangoShift’e Website may contain links to third party Websites as a convenience to Professional. The inclusion of any Website link does imply an approval, endorsement, or recommendation by TangoShift. Professional agrees that Professional accesses any such Website at Professional’s own risk, and that the site is not governed by the terms and conditions contained in these Terms. TangoShift expressly disclaims any liability for these Websites. Please remember that when Professional uses a link to go from TangoShift’s Website to another Website, TangoShift’s Online Privacy Policy is no longer in effect. Professional’s browsing and interaction on any other Website, including those that have a link on TangoShift’s Website, is subject to that Website’s own rules and policies.

  • Downloadable Files and Email

    • TangoShift cannot and does not guarantee or warrant that email or files available for downloading from its Website will be free of viruses or other code that may contaminate or destroy data on Professional’s computer. Professional is responsible for implementing sufficient protective procedures and checks to maintain the accuracy of Professional’s data for maintaining a data back-up or other means for the reconstruction of any lost data. TangoShift does not assume any responsibility or risk for damage to Professional’s computer or its files related to Professional’s use of the Website or Services.

  • License

    • The Platform and all of its contents, features, and functionality are the intellectual property of TangoShift (and the TangoShift Parties) and their coding, functionality, and non-public aspects are trade secrets. TangoShift is granting a limited, non-exclusive, non-transferable, non-assignable, revocable license to Professional to use the Website and Platform subject to all of the terms and conditions stated herein. The sole lawful and permitted uses are to visit the Website and access and use the Platform to explore, evaluate, accept, and perform Assignments. Any other use of the Website or Platform constitutes a breach of this Agreement. No right, title, or interest in or to the Webiste or Platform or anything therein is transferred. All rights not expressly granted by this Agreement are reserved by TangoShift. Professional shall not, and shall not allow any other person or entity to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party Professional’s use of or access to the Platform; (b) modify, reverse engineer, or make derivative works based upon the Platform; (c) improperly use the Platform, including by scraping, extracting, linking, framing, mirroring or other use of Platform data; (d) use the Platform for communications other those intended and necessary to explore, evaluate, accept, and perform Assignments; (e) gain or attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the servers on which the Platform are stored, or any server, computer, database, system or network connected to the Platform; (f) use the Platform in a manner that violates federal, state, local, or international laws, regulations, or requirements, (g) misidentify the Professional’s identity or misrepresent any person as a TangoShift representative, another Professional, or any other inaccurate identification; or (ghotherwise attempt to interfere with the functioning of the Platform. Professional agrees not to use or reference TangoShift and TangoShift Party name(s), logo(s), trademarks, and other intellectual property except as explicitly permitted.

  • Term and Termination

    • This Agreement shall be in effect as of the date of Professional’s first visit to the Website and first use of the Platform for a term of one year from the date of acknowledgment by Professional. The Agreement shall renew thereafter automatically for additional one year terms provided that Professional is continuing to use the Platform and Professional’s Platform Account. Professional and TangoShift may terminate the Agreement at any time with or without cause by notice via the Platform.

  • Assignment

    • Professional may not assign any rights or obligations under this Agreement without TangoShift’s prior written consent. TangoShift may assign all or part of this Agreement.

  • Entire Agreement

    • This Agreement, including all Supplemental Terms and the Privacy Policy, constitutes the entire agreement and understanding between Professional and TangoShift with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter.

  • No Third Party Beneficiaries.

    • Except as expressly provided otherwise, there are no third party beneficiaries to this Agreement (excluding the TangoShift Parties) and nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.

  • Survival

    • All sections of this Agreement which, by their nature are designed to survive expiration or termination of this Agreement, including, but not limited to, indemnity and limitation of liability clauses, shall survive.

  • Waiver

    • No waiver of any of these terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

  • Notices

    • Professional agrees that TangoShift may provide any and all notices to Professional by e-mail, via the Platform as well as by any other reasonable method. Any notice delivered by Professional to TangoShift under this Agreement shall be delivered by contacting TangoShift via the Platform or via info@TangoShift.com.

  • Severability

    • If any of the provisions of this Agreement are held unenforceable by a court or other tribunal of competent jurisdiction, then those provisions shall be limited or eliminated to the minimum extent necessary to allow the remainder of this Agreement to retain its full force and effect.

  • Entire Agreement; Amendment

    • This Agreement constitutes the entire agreement between Professional and TangoShift applicable to its subject matter. It may not be modified except as described elsewhere in this Agreement.

  • Conflicting Terms

    • Anything on the Website inconsistent or in conflict with the terms of this Agreement is superseded by the terms of this Agreement.

  • Non-Discrimination

    • TangoShift does not discriminate on the basis of sex, color, race, national origin, religion, gender, gender identity, marital status, age, or sexual orientation.

  • Force Majeure

    • The failure of TangoShift to comply with this Agreement because of an act of God, war, fire, riot, terrorism, pandemic, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of TangoShift, shall not be deemed a breach of this Agreement. If TangoShift fails to act with respect to Professional’s breach or anyone else’s breach on any occasion, TangoShift is not waiving its right to act with respect to future or similar breaches.

  • Contact Information

    • Please contact TangoShift with any questions or concerns regarding this Agreement at: info@TangoShift.com

    PROFESSIONAL HEREBY ACKNOWLEDGES THAT PROFESSIONAL HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES THAT PROFESSIONAL USE OF THE PLATFORM SHALL COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY THIS ACKNOWLEDGEMENT, PROFESSIONAL AGREES TO BE BOUND AND ABIDE BY THIS AGREEMENT. IF PROFESSIONAL DOES NOT AGREE WITH ANY TERM OF THIS AGREEMENT, PROFESSIONAL SHALL NOT ACCESS OR USE THE WEBSITE OR PLATFORM AND SHALL NOT RENDER SERVICES VIA THE PLATFORM.