Acceptance of the Terms of Use

These terms of use are entered into by and between you and Moonlight Physicians ("Moonlight" or "we" or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of moonlightphysicians.com ("Website"), the Moonlight Physicians Mobile Application (the “App”), including any content, functionality and services offered on or through Website or the App, whether as a guest or a registered user (collectively the Website, App, and functionality and services are the ”Services”).

PLEASE READ THE TERMS OF USE CAREFULLY BEFORE YOU START TO USE THE SERVICES. By creating an account, downloading and using the App, or using the Website, you (A) accept and agree to be bound and abide by these Terms of Use and our Moonlight Privacy Notice, found at moonlightphysicians.com/privacy-notice (“Privacy Notice”), incorporated herein by reference; (B) acknowledge that you have read and understand these Terms Of Use and the Privacy Notice; and (C) represent that you are 18 years of age or older/of legal age to enter into a binding agreement on your own behalf as a Provider or on behalf of your Healthcare Organization, as applicable.

These Terms of Use and Privacy Notice apply only to the Website and App in which they are directly linked and do not apply to any other services provided by us or data or information collected by us online or offline. Other services offered by Moonlight or its third party service providers, for example payment processors, may have their own applicable terms of service or privacy notices.

IF YOU DO NOT WANT TO AGREE TO THESE TERMS OF USE OR THE PRIVACY NOTICE, YOU MUST NOT ACCESS OR USE THE SERVICES.

Your Role

When we use the term “you” in these Terms of Use, we are referring to you in your role in relation to the Services. If you are using the Services in your individual capacity as a medical practitioner or healthcare professional, for example, a physician or nurse (a “Provider”) you are accepting these Terms of Use and the Privacy Notice on your own behalf as an independent contractor seeking to provide your healthcare services on behalf of Healthcare Organizations and not to or on behalf of Moonlight. If you are using the Services in your capacity as a representative of a hospital or other organization what wishes to engage Providers (a “Healthcare Organization”) you are accepting these Terms of Use and the Privacy Notice on behalf of the Healthcare Organization.

You acknowledge and agree that (A) your use of the Services as either a Provider or Healthcare Organization is for the business purposes enabled by the functionality of the Services and for no other purpose; (B) your use of the Services is not in the capacity as either (i) a consumer who uses the Services for personal or household use or (ii) an employee, partner, or joint venturer of Moonlight; (C) the Services provided by Moonlight do not involve the collection and exchange of protected health information (PHI); (D) Moonlight and its Services are not directly used in or involved with providing healthcare services, patient billing, or seeking reimbursement from Medicaid, Medicare, or federal, state, or private insurance plans; and (E) you are solely responsible for your acts and omissions comprising or related to providing healthcare services, patient billing, seeking reimbursement from Medicaid, Medicare, or federal, state, or private insurance plans, and your compliance with all state, federal, and local laws and regulations and all ethical and professional codes and standards as may be applicable to your activities.

As such, the terms “Provider” and “Healthcare Organization” are not used herein to imply that Moonlight is acting in the capacity as a provider or covered entity, as these terms are defined by the Health Insurance Portability and Accountability Act (HIPAA).

Assignments in Your Locum Tenens Relationship

The Services allow Providers and Healthcare Organizations to connect with one another for temporary staffing, commonly referred to as a “locum tenens” relationship.

Through the Services, Healthcare Organizations may search for Providers based on the profile information entered by each Provider, including specialties, state licensure, and availability.

When a Healthcare Organization finds a Provider that it is interested in engaging for a specific assignment, the Healthcare Organization may use the streamlined work proposal process flow and functionality of the Services to quickly generate a proposed agreement to engage the Provider (a “Work Agreement”). The Work Agreement outlines the particulars of the engagement, including the work location, scope of work, daily rate, and assignment schedule.

As the next step, the Healthcare Organization electronically signs and sends the proposed Work Agreement to the Provider, who is notified of the offer. The Provider is then given the opportunity to review the proposed Work Agreement and, if acceptable, electronically sign it in the system.

The Work Agreement incorporates and is subject to these Terms of Use and the Moonlight Privacy Notice. By signing the Work Agreement, you are agreeing to the then current version of the Terms of Use and the Moonlight Privacy Notice for purposes of the engagement.

Financial Transactions. All transactions carried out through the Services are handled directly by third party payment processor, Stripe, through an integration with the Services. To participate in the Services, you will need to create a Stripe Connected Account, which will include entering certain personal information required by Stripe. To enable the ability to make and receive payments, you will also need to enter your financial account information directly into your Stripe Connected Account. Your use of the Stripe Connected Account is subject to the Stripe Terms of Service and other terms referenced therein, which you can find on the Stripe website at stripe.com/legal/connect-account.

No Minors

These Services is offered and available to users who are 18 years of age or older. By using these Services, you represent and warrant that you are of legal age to form a binding contract with Moonlight and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Services.

Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

Accessing the Services and Account Security

We reserve the right to withdraw or amend these Services, and any service or material we provide on the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Services.

• Ensuring that all persons who access the Services through your internet connection are aware of these Terms of Use and comply with them.

To access the Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on the Services is correct, current and complete. You agree that all information you provide to register with these Services or otherwise, including, but not limited to, through the use of any interactive features on the Services, is governed by our Privacy Notice, and you consent to all actions we take with respect to your information consistent with our Privacy Notice.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to these Services or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use

Intellectual Property Rights

The Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Moonlight, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Services for your individual use only, if you are a Provider, or for your use on behalf of a Healthcare Organization, as applicable.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as follows:

• Your computer or mobile device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

• You may store files that are automatically cached by your Web browser for display enhancement purposes.

• You may download a single copy of the App to your mobile device solely for your own personal use, provided you agree to be bound by our end user license agreement for such applications.

• If we provide interactive features with certain content, you may take such actions as are enabled by such features.

You must not:

• Modify copies of any materials from the Services.

• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from these Services.

You must not access or use for any commercial purposes any part of the Services or any services or materials available through the Services.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of the Terms of Use, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Moonlight. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The terms Moonlight, Moonlight Physicians and all related names, logos, product and service names, designs, and slogans are trademarks of Moonlight or its affiliates or licensors. You must not use such marks without the prior written permission of Moonlight. All other names, logos, product and service names, designs, and slogans on this Services are the trademarks of their respective owners.

Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Services:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use.

• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation.

• To impersonate or attempt to impersonate Moonlight, a Moonlight employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).

• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm Moonlight or users of the Services, or expose them to liability.

Additionally, you agree not to:

• Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services.

• Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.

• Use any manual process to monitor or copy any of the material on the Services, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.

• Use any device, software, or routine that interferes with the proper working of the Services.

• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services.

• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.

• Otherwise attempt to interfere with the proper working of the Services.

User Contributions

The Services may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, calendars, messaging functionality, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Services.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose consistent with the Privacy Notice.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.

• All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Moonlight, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Services.

Monitoring and Enforcement; Termination

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Moonlight.

• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.

• Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS MOONLIGHT AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review User Contributions before they are posted on or transmitted through the Services and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Notice.

• Be likely to deceive any person.

• Promote any illegal activity, or advocate, promote, or assist any unlawful act.

• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

• Impersonate any person or misrepresent your identity or affiliation with any person or organization.

• Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.

• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please see contact us using the Contact Options provided at the end of these Terms and Conditions. Your notice should include the following information:

(i) identification of the copyrighted work;

(ii) identification of the alleged infringing material;

(iii) contact information of the person making the claim.

(iv) a statement that the claim is made in good faith.

(v) a statement, made under penalty of perjury, that the claim is accurate and that the person is authorized to make it; and

(vi) a signature of the person making the claim.

Reliance on Information Posted

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.

This Services include content provided by third parties, including materials provided by other users and third-party licensors. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Moonlight, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Moonlight. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Services

We may update the content on this Services from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Services

All information we collect on these Services is subject to our Privacy Notice. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Notice.

Linking to the Services and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part[ without our express [written] consent].

Links from the Services

If the Services contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Services is based in the United States. We provide this Services for use only by persons located in the United States. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER MOONLIGHT NOR ANY PERSON ASSOCIATED WITH MOONLIGHT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER MOONLIGHT NOR ANYONE ASSOCIATED WITH MOONLIGHT REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, MOONLIGHT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL MOONLIGHT, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF MOONLIGHT AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED ONE THOUSAND U.S. DOLLARS. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless Moonlight, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to (A) your acts and omissions comprising or related to providing healthcare services, patient billing, seeking reimbursement from Medicaid, Medicare, or federal, state, or private insurance plans, and your compliance with all state, federal, and local laws and regulations and all ethical and professional codes and standards as may be applicable to your activities; and (B) your use of these Services in violation of these Terms of Use, including, but not limited to, your User Contributions, any use of the Services’ content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Services.

Governing Law and Jurisdiction

All matters relating to the Services and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

Subject to the Arbitration provisions set forth below, any permitted legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida, in each case located in the County of Palm Beach, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. YOU WAIVE ANY AND ALL OBJECTIONS TO THE EXERCISE OF JURISDICTION OVER YOU BY SUCH COURTS AND TO VENUE IN SUCH COURTS.

Arbitration

Any claim for relief of any kind by one party against the other party arising out of or relating to the use of these Services, and any dispute or controversy arising out of or relating to such claim or the breach, interpretation or validity of these Terms of Use or any provision thereof in relation to such claim, shall be first addressed by the parties involved in the dispute in good faith direct discussions after written notice by the claimant to the other party. If the issue is not resolved by direct discussions it shall be determined by binding arbitration in the County of Palm Beach, State of Florida, before one arbitrator, and shall be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Terms of Use, and will be administered by the AAA. The Award shall be reasoned and in writing. Judgment on the award may be entered and enforced in a court having jurisdiction, subject to the Governing Law and Jurisdiction provisions set forth above. The parties shall bear their own costs, fees and expenses in arbitrating any dispute, and shall share equally the fees and costs of the arbitration and the arbitrator. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration, subject to the Governing Law and Jurisdiction provisions set forth above. No demand for arbitration may be made more than one (1) year after the event giving rise to the claim occurred or when sooner barred by the applicable statute of limitations or repose. In no event shall any arbitrator have any authority to modify these Terms of Use, award any types of damages which the parties have waived, released, or agreed not to assert, under these Terms of Use, or award any amount which exceeds any limitations contained in these Terms of Use. The arbitration procedure herein is fully binding, final, and non-appealable, and constitutes the parties’ only recourse for any claim of damages. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS TERMS OF USE, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU FURTHER UNDERSTAND AND AGREE THAT THE PROCEEDINGS AND ALL INFORMATION DISCLOSED OR PERTAINING TO SUCH DISPUTES SHALL BE STRICTLY CONFIDENTIAL AND MAY NOT BE DISCLOSED BY EITHER PARTY EXCEPT AS REQUIRED BY LAW. NOTWITHSTANDING THE FOREGOING, MOONLIGHT MAY DISCLOSE SUCH INFORMATION AS NECESSARY TO SECURE, DEFEND, MAINTAIN, OR IMPROVE THE SERVICES.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by Moonlight of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Moonlight to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Mobile Application Additional Terms

The Terms of Use generally apply to your use of the Moonlight Mobile Application (the “App”) and are supplemented by the additional terms provided in this sub-section.

License Grant. Subject to the terms of the Terms of Service, Moonlight grants you a limited, non-exclusive, and nontransferable license to:

(a) download, install, and use the Application for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the App's documentation and these Terms of Service; and

(b) your use of the Services, including the access, stream, download, and use on such Mobile Device the features, functionality, and content accessible on or through the App, strictly in accordance with the Terms of Service and as this Terms of Service is applicable to such Services.

Reservation of Rights. You acknowledge and agree that the App is provided under license, and not sold, to you. You do not acquire any ownership interest in the App under these Terms of Service, or any other rights thereto other than to use the App in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms of Service. Moonlight and/or its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the App, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Terms of Service.

Export Regulation. The App may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the App to, or make the App accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the App available outside the US.

US Government Rights. The App is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the App as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

Independent Contractors.

You and we and all other users of the Services are independent contractors. Nothing herein contained shall be construed to place the parties in the relationship of partners, joint venturers, employer and employee, or principal and agent and no party shall have any power to obligate or bind the other parties in any manner whatsoever.

Entire Agreement

The Terms of Use and our Privacy Notice, together with each Work Agreement in which the Terms of Use and Privacy are incorporated, constitute the sole and entire agreement between you and Moonlight regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

Contact Options

All feedback, comments, requests for technical support, reports of copyright infringement, and other communications relating to the Services should be sent:

• By email: admin@moonlightphysicians.com.