TERMS AND CONDITIONS

Last Updated: July 12, 2025

OVERVIEW

These Terms and Conditions (“Terms”) govern your use of the website vivacityperfusion.com (the “Site”) operated by Vivacity Perfusion (“we,” “us,” or “our”). By accessing or using our Site, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access the Site or use our services.

ACCEPTANCE OF TERMS

By visiting our Site, purchasing our services, or engaging with our content, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. These Terms apply to all users of the Site, including browsers, customers, and contributors of content.

ELIGIBILITY

To use our Site and services, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction
• Have the legal capacity to enter into binding agreements
• Not be prohibited from using our services under applicable law
• Provide accurate and complete information when requested

OUR SERVICES

Vivacity Perfusion provides specialized healthcare staffing services, including:

• Perfusion services and staffing
• ECMO (Extracorporeal Membrane Oxygenation) specialist placement
• Temporary, per diem, and locum tenens healthcare staffing
• Related consulting and support services

All services are subject to availability and qualification requirements.

WEBSITE USE

Permitted Use

You may use our Site for lawful purposes related to:

• Learning about our services
• Contacting us for business inquiries
• Submitting applications for employment or services
• Accessing educational content and resources

Prohibited Activities

You may not use our Site to:

• Violate any applicable laws or regulations
• Transmit harmful code, viruses, or malicious software
• Attempt to gain unauthorized access to our systems
• Interfere with the Site’s operation or security
• Harvest or collect user information without consent
• Submit false, misleading, or fraudulent information
• Infringe on intellectual property rights
• Engage in harassment, discrimination, or threatening behavior

INTELLECTUAL PROPERTY

Our Content

All content on this Site, including text, graphics, logos, images, software, and design elements, is owned by Vivacity Perfusion or our licensors and is protected by copyright, trademark, and other intellectual property laws.

User Content

By submitting content to our Site (including applications, comments, or feedback), you grant us a non-exclusive, royalty-free, worldwide license to use, modify, publish, and distribute such content for business purposes related to our services.

Restrictions

You may not:

• Copy, reproduce, or distribute our content without written permission
• Use our trademarks or logos without authorization
• Create derivative works based on our content
• Remove or alter copyright notices or proprietary markings

SERVICE AGREEMENTS

Professional Services

Our staffing and consulting services are provided under separate service agreements that supplement these Terms. Specific terms of engagement, including rates, duration, and responsibilities, are outlined in individual contracts.

Qualification Requirements

All healthcare professionals provided through our services must meet:

• Applicable licensing and certification requirements
• Hospital credentialing standards
• Professional liability insurance requirements
• Background check and screening criteria

PAYMENT TERMS

Service Fees

Payment terms for our services are specified in individual service agreements. Unless otherwise agreed, payment is due within 30 days of invoice date.

Late Payments

Late payments may be subject to interest charges and collection costs as permitted by law.

Disputed Charges

Billing disputes must be reported within 30 days of the invoice date. We will work in good faith to resolve any legitimate billing concerns.

PRIVACY AND DATA PROTECTION

Your privacy is important to us. Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

DISCLAIMERS

Website Availability

We strive to maintain Site availability but do not guarantee uninterrupted access. The Site may be temporarily unavailable due to maintenance, updates, or technical issues.

Information Accuracy

While we make reasonable efforts to ensure accuracy, we do not warrant that all information on the Site is current, complete, or error-free. You should verify important information independently.

Professional Services

Our healthcare professionals are independent contractors or employees who must meet all applicable professional standards. While we conduct thorough screening, we cannot guarantee performance or outcomes.

LIMITATION OF LIABILITY

To the maximum extent permitted by law:

Scope of Limitation

Vivacity Perfusion, our officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Lost profits or revenue
• Business interruption
• Data loss or corruption
• Personal injury (except as required by law)
• Damage to reputation

Maximum Liability

Our total liability for any claim shall not exceed the amount paid by you for our services in the 12 months preceding the claim.

Exceptions

These limitations do not apply to:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Violations of applicable law that cannot be limited
• Gross negligence or willful misconduct

INDEMNIFICATION

You agree to indemnify and hold harmless Vivacity Perfusion and our affiliates from any claims, damages, losses, or expenses (including reasonable attorney fees) arising from:

• Your violation of these Terms
• Your use of our Site or services
• Your violation of any third-party rights
• Any false or misleading information you provide

TERMINATION

By Us

We may terminate or suspend your access to our Site immediately, without notice, for:

• Violation of these Terms
• Illegal or harmful conduct
• Threat to security or integrity of our systems
• Any reason, at our sole discretion

By You

You may stop using our Site at any time. Service agreements may have separate termination provisions.

Effect of Termination

Upon termination, your right to use the Site ceases immediately. Provisions that should survive termination (including intellectual property, liability limitations, and indemnification) will remain in effect.

FORCE MAJEURE

We shall not be liable for any failure to perform our obligations due to circumstances beyond our reasonable control, including but not limited to:

• Natural disasters
• Government actions or regulations
• War, terrorism, or civil unrest
• Pandemics or public health emergencies
• Infrastructure failures
• Labor disputes

GOVERNING LAW AND JURISDICTION

These Terms are governed by the laws of the State of Florida, without regard to conflict of law principles. Any disputes arising under these Terms shall be resolved in the state or federal courts located in St. Johns County, Florida.

DISPUTE RESOLUTION

Informal Resolution

Before filing any formal legal action, you agree to first contact us to attempt to resolve the dispute informally.

Arbitration

For disputes that cannot be resolved informally, you agree to binding arbitration under the rules of the American Arbitration Association, except for claims involving intellectual property or injunctive relief.

Class Action Waiver

You waive any right to participate in class action lawsuits or class-wide arbitration against us.

MODIFICATIONS TO TERMS

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting to the Site. Your continued use of the Site after changes are posted constitutes acceptance of the modified Terms.

We will make reasonable efforts to notify users of material changes through:

• Prominent notice on our Site
• Email notification (if we have your email address)
• Updated “Last Updated” date

SEVERABILITY

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining Terms remain in full force and effect.

ENTIRE AGREEMENT

These Terms, together with our Privacy Policy and any applicable service agreements, constitute the entire agreement between you and Vivacity Perfusion regarding your use of the Site and our services.

CONTACT INFORMATION

If you have questions about these Terms and Conditions, please contact us:

Vivacity Perfusion
Email: contact@vivacityperfusion.com
Phone: 1 (866) 527-8821
Address: 62 Hypolita Street, Suite #7, St. Augustine, FL. 32084
Business Hours: Monday – Friday 8AM – 7PM, Saturday and Sunday – 10AM – 5PM

For legal inquiries, please include “Terms and Conditions” in your subject line.

These Terms and Conditions are effective as of July 12, 2025 and govern all use of vivacityperfusion.com and related services provided by Vivacity Perfusion.