Last Modified: October 19 2022 

Acceptance of the Terms of Use 

Welcome to the websites of Medical Staff Holdings, and its subsidiaries (collectively “MSH” or “we”).  These terms of use are entered into by and between You and MSH (hereinafter, “MSH”, “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 all websites, portals or pages owned or operated by MSH, including those accessible through the domains and subdomains: medicalstaff.holdings.com, medicalstaffholdings.com, nurse2nursestaffing.com, tlctravelstaff.com, mynela.com, radlinkstaffing.com, lighthousenursing.com, including any content, functionality, and services offered on or through said domains and subdomains (collectively, the “MSH Sites”), whether as a guest or a registered user. 

Please read the Terms of Use carefully before you start to use the MSH Sites. By using the MSH Sites, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://www.tlctravelstaff.com/privacy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the MSH Sites. 

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 MSH Sites thereafter.  

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

General Uses and Restrictions 

By accessing and using the MSH Sites, you agree on your behalf and on behalf of any entity or person on whose behalf you are accessing the MSH Sites (collectively, “You”) to abide by the Terms of Use. MSH permits You to use and access the MSH Sites for lawful purposes only and only in a manner consistent with the Terms of Use. The Terms of Use apply to all visits and use of the MSH Sites, as well as to the content, information, recommendations, or services provided or transmitted on or through the MSH Sites. By using and accessing the MSH Sites, You represent that You are at least 18 years of age, have the authority to enter these Terms of Use on Your own behalf and on behalf of the organization or entity on whose behalf You are using or accessing the MSH Sites, and that all information provided by You, including, but not limited to Your identity, contact information, experience, qualifications, available positions, and facility details, is accurate and current. You shall be responsible for any violation of the Terms of Use by You, Your agents, or Your employees. 

No Guarantee 

MSH does not guarantee that you will receive any employment or job offers through the MSH Sites and is neither your employer nor your agent based solely on your usage of the MSH Sites. 

Accessing the MSH Sites and Account Security 

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

MSH has restricted access to certain portions of the MSH Sites, including the MSH Connect portal, and its application, profile, shift, and other sections of MSHhealthcare.com (collectively the “Restricted Sites”), to users with legitimate MSH-related business reasons for using such Restricted Sites who have registered with MSH or to whom MSH has otherwise provided an account, username or password (the “Registered Users”). You agree that the entirety of the Restricted Sites, including, but not limited to their design, source code, databases, content, and data or materials stored on, generated by, created using, or transmitted through them shall be considered Confidential Information, as defined below. You agree that Your use of, and access to, the Restricted Sites shall be limited to the extent such access and use directly relates to, or is necessary for, an existing or prospective employment relationship with MSH or an existing or prospective business relationship or agreement between You and MSH (the “Permitted Uses”). 

You agree that all information you provide to register with the MSH Sites or otherwise, including, but not limited to, through the use of any interactive features on the MSH Sites, is governed by our Privacy Policy https://www.tlctravelstaff.com/privacy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.  You agree any username or password used by You to access Restricted Sites is Confidential Information, as defined below. You agree not to use another Registered User’s username and password nor to allow any other person, other than Your employees or agents, to use the username or password used by You. You are solely responsible for all activity conducted using Your username or password. You agree to immediately notify MSH if You become aware of any loss or theft of Your username or password or any unauthorized use of Your username and password. MSH is not liable for any loss or damage arising from your failure to comply with these obligations. MSH reserves the right to reset, lock, delete, or suspend Your account or login credentials, whether provided by You or us, at any time and for any reason, including if, in our opinion, you have violated any provision of these Terms of Use. You shall be responsible for notifying MSH if Your relationship with any employee or agent who had access to the Restricted Sites is severed so passwords may be updated or accounts disabled.  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.   

Confidential Information 

When accessing or using the Restricted Sites, you may be able to upload, download, receive, transmit, view, create, enter, access, post, share, display, or otherwise use or access information, documents, or other material that is confidential in nature (collectively “Confidential Information”). Confidential Information includes, but is not limited to: marketing, job orders, personal identifying information, and other information relating to MSH’s business, customers, agents, employees, or subcontractors or private or sensitive information relating to healthcare professionals and other workers provided by MSH, its affiliates, agents, or subcontractors, such as personnel, medical, financial, credentialing, or other compliance documentation or records. You agree to only use Confidential Information for lawful, Permitted Uses or as otherwise permitted by law. You agree to limit access to Confidential Information to only those employees or agents of Yours who reasonably require access to such information for the Permitted Uses. If You provide any Confidential Information to Your employees or agents, You shall require all such employees or agents to abide by these Terms of Use, as well as any applicable laws or agreements relating to such information. You agree that You will be responsible for any breach of any provision of these Terms of Use by Your employees or agents. You shall take all necessary precautions, but not less than a reasonable standard of care, to protect the confidential nature of the Confidential Information, including, without limitation, reasonable security measures and all precautions You use with respect to Your own confidential information. 

In the event You or any of Your representatives are requested or required by any government or governmental agency or authority to disclose any of the Confidential Information (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, any informal or formal investigation by any government or governmental agency or authority or otherwise), You will notify MSH promptly in writing so that MSH may seek a protective order or other appropriate remedy or, in MSH’s sole discretion, waive compliance with these Terms of Use. You agree not to oppose any action by MSH to obtain a protective order or other appropriate remedy. In the event that no protective order or other remedy is obtained or MSH waives compliance with these Terms of Use, You agree to furnish only that portion of the Confidential Information, which You are advised is legally required. 

If You discover or are notified of a breach or potential breach of security with respect to any Confidential Information provided or made available by MSH, You shall immediately: (i) notify MSH of such breach or such potential breach at the address specified below, (ii) investigate such breach or such potential breach and inform MSH of the results of such investigation, and (iii) assist MSH as reasonably necessary to enforce MSH’s rights and to enable MSH to comply with any state or federal law requiring the provision of notice of any security breach with respect to the breach. 

Notwithstanding any other provision of this Agreement, Confidential Information shall not include any information, data, material, document, patent or idea, which: (i) is within the public domain prior to the time of disclosure or thereafter becomes within the public domain other than as a result of disclosure by You or Your representatives in violation of these Terms of Use; (ii) was, on or before the date of disclosure in Your possession, as shown by You, unless it was acquired by You from a third party who was under an obligation of confidentiality to MSH; (iii) is acquired by You from a third party not under an obligation of confidentiality to MSH; or (iv) was independently developed by You without the use of Confidential Information or other breach of these Terms of Use. 

Intellectual Property Rights 

The MSH Sites 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 MSH, 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.  You expressly acknowledge and agree that MSH transfers no ownership, intellectual property interest, or title in or to the MSH Sites, the Confidential Information, or any information or data contained therein to You or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the MSH Sites, unless otherwise indicated, are owned, controlled, or licensed by MSH. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the MSH Sites, except as follows: 

• Your computer 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 print or download one copy of a reasonable number of pages of the MSH Sites for your own personal, non-commercial use and not for further reproduction, publication, or distribution. 

• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications. 

You must not: 

• Modify copies of any materials from this site. 

• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text. 

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

The MSH Sites are Copyright © 2022 Medical Staff Holdings. All rights reserved. Your unauthorized use of the MSH Sites, Confidential Information, MSH logos, names, or marks, or any other information or data contained therein may violate intellectual property or other proprietary rights laws, as well as other laws, regulations, and statutes. 

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the MSH Sites in breach of the Terms of Use, your right to use the MSH Sites 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 MSH Sites or any content on the MSH Sites is transferred to you, and all rights not expressly granted are reserved by MSH. Any use of the MSH Sites not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws. 

Compliance with Applicable Laws 

You agree to abide by all applicable local, state, national, and international laws, and regulations with respect to Your use of the MSH Sites or any Confidential Information or other information obtained by You while using the MSH Sites. The Terms of Use are also subject to any applicable export laws, orders, restrictions, or regulations. You shall not export the MSH Sites or access or use the MSH Sites without complying with such laws, orders, restrictions, or regulations. 

User Contributions 

The MSH Sites may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards 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 MSH Sites.  

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 MSH Sites, you automatically grant (or warrant that the owner of such rights has expressly granted) us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns a worldwide, perpetual, royalty-free, irrevocable, nonexclusive right and license to use, reproduce, modify, adapt, publish, transmit and distribute such content in any form, medium, or technology now known or later developed. 

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 so-called moral rights in the content have been waived. 

• 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 MSH, 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 MSH Sites. MSH assumes no responsibility for the deletion of or failure to store any posting, transmission, documents, or information stored or submitted on the MSH Sites.  

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, offensive, obscene, harassing, violent, hateful, inflammatory or discriminatory, including on any basis protected by applicable federal, state or local law. 

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

• Violate or infringe on the intellectual property or privacy rights of any other person, including but not limited to rights arising from copyrights, trademarks, patents, or a person’s likeness. 

• Constitute unsolicited marketing efforts, including “junk email,” “spam,” or chain letters. 

• Interfere with or disrupt the performance of the MSH Sites or servers or systems used to host or operate the MSH Sites, MSH’s servers or systems, or the servers or systems of other users of the MSH Sites.   

• Attempts to circumvent or misuse the user authentication or security measures of the MSH Sites. 

• 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 Policy http://www.tlctravelstaff.com/privacy. 

• 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. 

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 MSH Sites or the public, or could create liability for MSH. 

• 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 MSH Sites. 

• Terminate or suspend your access to all or part of the MSH Sites for 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 MSH Sites.  

YOU WAIVE AND HOLD HARMLESS MSH 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 all material before it is posted on the MSH Sites 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. 

Prohibited Uses 

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

• 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 MSH, an MSH 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 MSH Sites, or which, as determined by us, may harm MSH or users of the MSH Sites, or expose them to liability. 

 

Alleged Copyright Violations 

It is the policy of MSH to take appropriate actions under the Digital Millennium Copyright Act and other applicable intellectual property laws. If you become aware of transmissions or postings that violate these rules or believe your copyrighted work has been inappropriately used or made accessible through the MSH Sites, please notify MSH in writing at the address provided below. 

Links to Other Sites 

MSH may provide links, in its sole discretion, to other sites and resources provided by third parties, 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 the MSH Sites, 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 MSH Sites is based in the State of Florida in the United States. We provide the MSH Sites for use only by persons located in the United States. We make no claims that the MSH Sites or any of its content is accessible or appropriate outside of the United States. Access to the MSH Sites may not be legal by certain persons or in certain countries. If you access the MSH Sites 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 MSH Sites 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 MSH SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE MSH SITES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. 

YOUR USE OF THE MSH SITES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE MSH SITES IS AT YOUR OWN RISK. THE MSH SITES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE MSH SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER MSH NOR ANY PERSON ASSOCIATED WITH MSH MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE MSH SITES. WITHOUT LIMITING THE FOREGOING, NEITHER MSH NOR ANYONE ASSOCIATED WITH MSH REPRESENTS OR WARRANTS THAT THE MSH SITES, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE MSH SITES 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 MSH SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE MSH SITES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. 

TO THE FULLEST EXTENT PROVIDED BY LAW, MSH 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 MSH, 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 MSH SITES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE MSH SITES 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. 

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 MSH, its affiliates, officers, directors, employees, agents, licensors, clients, and subcontractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) relating to or arising from: (i) Your use of the MSH Sites, including, but not limited to your User Contributions, (ii) Your violation of these Terms of Use; (iii) Your violation of any third-party rights relating to or arising out of Your use of the MSH Sites, (iv) any use of the MSH Sites’ content, services, and products other than as expressly authorized in these Terms of Use; (v) Your use of any information obtained from the MSH Sites; or (vi)Your violation of any law or regulation relating to, or arising out of, Your use of, or access to, the MSH Sites. 

Changes to the MSH Sites 

We may update the content on the MSH Sites from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the MSH Sites 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 MSH Sites 

All information we collect on the MSH Sites is subject to our Privacy Policy https://www.tlctravelstaff.com/privacy. By using the MSH Sites, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. 

Term and Termination 

The Terms of Use shall take effect immediately upon: Your access to, or use of, the MSH Sites after the Terms of Use are posted or, if you have executed a separate agreement incorporating or referencing these Terms of Use, the effective date of such agreement. The MSH Sites are provided as a convenience to assist MSH in conducting its business. MSH reserves the right to modify, change, or disable the MSH Sites or Your use of, or access to, the MSH Sites, at any time with or without notice. MSH shall not be liable for damages in connection with such terminations, disabling, modifications, or changes. 

You may terminate any of Your obligations under the Terms of Use at any time by ceasing to use the MSH Sites and, if You are a Registered User, by notifying MSH of your desire to terminate Your account. Upon termination, You must destroy all copies of Confidential Information in your possession, custody, or control, except that You may be permitted to obtain a copy of certain Confidential Information to the extent permitted in writing by MSH or where You are legally required to retain such records. 

Notices 

All notices, requests, demands or other communications to MSH shall be made in writing and shall be addressed to: 

Medical Staff Holdings 
Attention: Legal 
3511 West Commercial Boulevard 

Suite 302 

Fort Lauderdale, Florida 33309 

MSH may provide notice to You by posting on the MSH Sites or otherwise contacting You at Your last known email address or last known mailing address. 

Governing Law and Jurisdiction 

All matters relating to the MSH Sites 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 Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida any other jurisdiction). 

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the MSH Sites 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 City of Ft. Lauderdale and County of Broward. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. 

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 MSH SITES 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 MSH 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 MSH 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. 

Entire Agreement 

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and MSH regarding the MSH Sites and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the MSH Sites.   

Miscellaneous 

• You acknowledge that any breach, threatened or actual, of the Terms of Use will cause irreparable injury to MSH, such injury would not be quantifiable in monetary damages, and MSH would not have an adequate remedy at law. You therefore agree that MSH shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of Your obligations under any provision of the Terms of Use. Accordingly, You hereby waive any requirement that MSH post any bond or other security in the event any injunctive or equitable relief is sought by, or awarded to, MSH to enforce any provision of the Terms of Use. 

• You may not assign Your rights or obligations to any other person or entity without MSH’s prior written consent. 

• No joint venture, partnership, employment, or agency relationship exists between you and MSH as result of the Terms of Use or your utilization of the MSH Sites. 

• The headings in the Terms of Use are for convenience or reference only and are not to be considered when construing the Terms of Use.