Thank you for visiting the Nomad Site, www.nomadhealth.com (the “Site”) owned and operated by Nomad Health, Inc. (“Nomad,” “we,” or “our”). You should not access or use this Site until you have carefully read and agreed to these terms and conditions, which consist of three sections: (i) terms applicable to all Users of the Site (the “Site Use Terms”), (ii) terms applicable only to Physicians (the “Physician Terms”) and (iii) terms applicable only to Clients (the “Client Terms”). For the avoidance of any doubt, both the Site Use Terms and the Physician Terms apply to the Physicians, and both the Site Use Terms and the Client Terms apply to the Clients. Collectively the Site Use Terms, the Physician Terms and the Client Terms may be referred to as the “Terms”).
Nomad provides the Site, an online platform linking physicians seeking to provide professional services as locum tenentes (the “Physician Services”) and health care facilities seeking to engage physicians to perform the Physician Services on their behalf. “User,” “Users,” “you,” or “your” refer to all persons who access or use the Site, including but not limited to Physicians and Clients. “Physician” or “Physicians” refer to those physicians who registered with Nomad through the Site to provide Physician Services on behalf of Clients. “Client” or “Clients” refer to those health care facilities that registered with Nomad through the Site to engage Physicians to provide Physician Services on their behalf.
The Terms govern the permitted and prohibited access to and uses of the Site and the respective rights of Nomad and the Users with regard to the Site. Nomad provides you with access to and use of the Site subject to your compliance with the Terms. The provisions contained herein supersede all previous notices or statements regarding our Terms.
By visiting the Site, you and other Users agree to the Site Use Terms. If you do not agree to the Site Use Terms, you may not access or use the Site. We may modify the Site Use Terms from time to time without notice to you by posting revised Site Use Terms on the Site with a new effective date. We include the effective date of our Site Use Terms at the top of the Site Use Terms. We encourage you to check our Site frequently to see the current Site Use Terms in effect and any changes that may have been made to them. By visiting the Site following any modifications to the Site Use Terms, you agree to be bound by such modifications.
We may modify the Physician Terms or Client Terms as required by the development of our business and with notice to the respective Physicians or Clients. We include the effective date of our Physician Terms and Client Terms at the top of the respective Physician Terms and Client Terms. Such modifications to the Physician Terms or Client Terms shall take effect, and be binding on Physicians and Clients, respectively, thirty (30) days after such notification.
You agree to comply with all applicable laws, rules and regulations in connection with your access and use of the Site.
Effective Date: March 25th, 2016
By submitting information through the Site you represent that you are a United States resident over the age of 18.
The Site, including all of its contents, such as text, images and the HTML used to generate the pages (“Materials”), is our property or that of our suppliers or licensors and are protected by patent, trademark and/or copyright under United States and/or foreign laws. Except as otherwise provided herein, you may not use, download, upload, copy, print, display, perform, reproduce, publish, modify, delete, add to, license, post, transmit, or distribute any Materials from the Site in whole or in part, for any public or commercial purpose without the specific written permission of Nomad. We grant you a personal, non-exclusive, non-transferable license to access our Site and to use the information contained here. In turn, you grant us a non-exclusive, royalty-free license to use any content you post on the Site for any purpose, subject to the express terms of the Terms.
We reserve the right, for any reason, in our sole discretion and without notice to you, to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, information, data, text, music, sound, photographs, graphics, video, messages or other materials (“Content”), features and/or hours of availability, and we will not be liable to you or to any third party for doing so. We may also impose rules for and limits on use of the Site or restrict your access to part, or all, of the Site without notice or penalty. We have the right to change these rules and/or limitations at any time, in our sole discretion.
a. Specific Prohibited Uses. The Site may be used only for lawful purposes. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Site. Nomad specifically prohibits any use of the Site, and requires all Users to agree not to use the Site, for any of the following:
b. Security Rules. Violations of system or network security may result in civil or criminal liability. Nomad will investigate occurrences and may involve, and cooperate with, law enforcement authorities in prosecuting the User or Users who are involved in such violations. You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, the following:
We control and operate the Site from our offices in the United States, and all information is processed within the United States. We do not represent that Materials on the Site are appropriate or available for use in other locations. Users who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. Without limiting the generality of the foregoing, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
As between you and Nomad, (or other company whose marks appear on the Site), Nomad (or the respective company) is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing on the Site, and is the copyright owner or licensee of the Content and/or information on the Site, unless otherwise indicated.
Except as otherwise provided herein, use of the Site does not grant you a license to any Content, features or Materials you may access on the Site and you may not modify, rent, lease, lend, sell, distribute or create derivative works of such Content, features or Materials, in whole or in part. No Material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way, except for as specifically allowed in the Site. Any commercial use of the Site is strictly prohibited, except as allowed herein or otherwise approved by us. You may not download or save a copy of any of the Content or screens for any purpose except as otherwise authorized by Nomad. If you make use of the Site, other that as provided herein, in doing so you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. We do not grant any license or other authorization to any User of our trademarks, registered trademarks, service marks, copyrightable material or intellectual property by including them on the Site.
The information on the Site including, without limitation, all site design, text, graphics, interfaces, and the selection and arrangements is protected by law, including copyright law.
Product names, logos, designs, titles, words or phrases may be protected under law as the trademarks, service marks or trade names of Nomad or other entities. Such trademarks, service marks and trade names may be registered in the United States and internationally.
The Nomad logos and service names are trademarks of Nomad (the “Nomad Marks”). Without Nomad’s prior permission, you agree not to display or use the Nomad Marks in any manner. Nothing on the Site should be construed to grant any license or right to use any Nomad Mark without the prior written consent of Nomad.
You may be able to link to third party websites (“Linked Sites”) from the Site. Linked Sites are not, however, reviewed, controlled or examined by Nomad in any way and Nomad is not responsible for the content, availability, advertising, products, information or use of user information or other materials of any such Linked Sites, or any additional links contained therein. These links do not imply Nomad’s endorsement of or association with the Linked Sites. It is your sole responsibility to comply with the appropriate terms of service of the Linked Sites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such Linked Sites and any content contained thereon. In no event shall Nomad be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites. You should direct any concerns to that site’s administrator or Webmaster. Nomad reserves the exclusive right, at its sole discretion, to add, change, decline or remove, without notice, any feature or link to any of the Linked Sites from the Site and/or introduce different features or links to different Users. Permission must be granted by us for any type of link to the Site. To seek our permission, you may write to us at the address below. We reserve the right, however, to deny any request or rescind any permission granted by us to link through such other type of link and to require termination of any such link to the Site, at our discretion at any time.
You agree to defend, indemnify and hold Nomad, its directors, officers, employees, agents and affiliates harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees, in any way arising from, related to or in connection with your use or misuse of the Site, your violation of the Site Use Terms or the posting or transmission of any materials on or through the Site by you, including, but not limited to, any third party claim that any information or materials you provide infringes any third party proprietary right. Physicians and Clients may have separate indemnity obligations pursuant to the Physician Terms or the Client Terms.
YOU UNDERSTAND AND AGREE THAT:
IN NO EVENT SHALL NOMAD, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTION RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES, OR COST OF SUBSTITUTE SERVICES, EVEN IF NOMAD OR ITS REPRESENTATIVE OR SUCH INDIVIDUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF NOMAD TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE SITE USE TERMS OR YOUR ACCESS TO OR USE OF THE SITE EXCEED, IN THE AGGREGATE, $100.00.
If any provision of the Terms is held to be contrary to law, such provision shall be deemed valid only to the extent permitted by law, and all other provisions shall continue in full force and effect. Nomad’s failure to require performance of any provision shall not affect its right to require performance at any time thereafter, nor shall Nomad’s waiver of any breach or default of the Terms constitute a waiver of any subsequent breach or default.
The Terms are enforceable pursuant to and in accordance with the laws of the State of New York. Any dispute arising out of the Terms shall be decided by a court of competent jurisdiction in New York County, New York.
The Terms shall be binding upon, and shall inure to the benefit of, Nomad and the Users and their respective heirs, legal representatives, successors and assigns. Notwithstanding the foregoing, Physicians may not assign any of their rights or delegate any of their duties under the Physician Terms without receiving the prior written consent of Nomad, which may be withheld at Nomad’s sole and absolute discretion.
The subject headings of the sections of the Terms are included for purposes of convenience only and shall not affect the construction of interpretation of any of its provisions.
Except as prohibited by law, any dispute between Nomad and a User (or between Nomad or a User, on the one hand, and any officer, director, employee or affiliate of Nomad or a User, on the other hand) shall be resolved through binding arbitration in New York County, New York under the Federal Arbitration Act. Nothing in this arbitration provision is intended to prevent Nomad or a User from filing charges with state or federal agencies. By using the Site, you agree that Such arbitration shall be conducted on an individual basis only, not a class, collective or representative basis, and you waive right to bring class-wide, collective or representative claims before any arbitrator or in any forum. YOU UNDERSTAND THAT BY AGREEING TO ARBITRATE DISPUTES YOU ARE WAIVING ANY RIGHT THAT YOU MIGHT OTHERWISE HAVE TO A JURY TRIAL. This arbitration provision is not intended to modify or limit the right of Nomad or a User’s right to seek equitable relief, such as an injunction or attachment, through judicial process, which will not be deemed a waiver of the right to demand and obtain arbitration.
By providing any personal information to the Site, all Users, including without limitation Users in the European Union, fully understand and unambiguously consent to the collection and processing of such information in the United States. Any inquiries concerning the Terms should be directed to Nomad at the address below.
The Terms, and any Order (defined below) entered into by you from time to time, constitute the entire agreement between you and Nomad relating to and governing your use of the Site, superseding any prior agreements between you and Nomad.
You agree that no joint venture, partnership, employment, or agency relationship exists between Nomad and you as a result of the Terms or your use of the Site.
Any claim or cause of action you may have with respect to Nomad or the Site must be commenced within one (1) year after the claim or cause of action arose.
Notices to Users may be made via either email or regular mail. The Site may also provide notices of changes to the Site Use Terms or other matters by displaying notices or links to notices to Users on the Site. All notices under the Physician Terms and under the Client Terms must be in writing and will be deemed given when delivered personally or by confirmed facsimile or email, one (1) day after being sent by nationally recognized courier service, or three (3) days after being sent by prepaid certified mail, to the address of Nomad as set below or to such address as such Physician or such Client last provided to the Nomad.
To contact us with any questions or concerns in connection with the Terms or the Site, or to provide any notice under the Terms to Nomad, please click the “Contact Us” link in the footer of the home page.
Effective Date: March 25th, 2016. For the avoidance of any doubt, capitalized terms not otherwise defined herein shall have the meanings given to them in the Site Use Terms.
Physicians who wish to accept Engagements (defined below) through the Site shall have registered an account with Nomad through the Site. Physicians will create an account by (1) entering at least one of several identifiers, including, but not limited to, first and last name or National Provider Identifier; (2) creating a profile or claiming and verifying the information in a pre-populated profile; (3) creating a username and password. A Physician with an active account may suspend his or her account at any time using the account settings page or by contacting Nomad using the “Contact Us” link in the footer of the home page.
Physicians may from time to time accept engagements presented to them through the Site to perform Physician Services for Clients (each, an “Engagement”). For each Engagement, each Physician, in consultation with a Client, shall be responsible for determining (i) such Physician’s fees for his or her Physician Services, including any travel and lodging expenses (the “Physician Fees”), (ii) such Physician’s work schedule and coverage assignments, (iii) such Physician’s number of hours provided, (iv) such Physician’s number of patients served, if appropriate, (v) and other details related to the performance of the Physician Services by such Physician, all of which shall be set forth in an order (the “Order” or “Orders”), which shall be prepared by such Client and effective upon signing by such Client and such Physician. The current template Order is available to view here. Each Physician hereby acknowledges that (x) Nomad is not collecting, exacting, charging or receiving a fee, in cash or in kind, from such Physician for procuring, or attempting to procure, or assisting to procure employment, work or a situation of any kind for such Physician; (y) Nomad may direct such Physician to Clients that have requested that they be regularly introduced to physicians with qualifications like such Physician’s and (z) Nomad may promote such Physician to Clients, even if such Clients have not posted job listings for applicants similar to such Physician.
On a weekly basis, Physicians shall prepare and submit to Nomad through the Site such complete, timely, accurate and legible documentation as may be requested by Nomad to reflect the performance of the Physician Services pursuant to Engagements in such form and containing such detail as requested by Nomad in accordance with the Nomad Policies (as defined below) and applicable Laws (as defined below). Nomad shall use such documentation to populate a time sheet for Physicians (the “Time Sheet”).
Nomad offers occurrence-based medical malpractice insurance to cover the Physician Services rendered by Physicians on behalf of Clients pursuant to the Physician Terms and any Order (the “Nomad Professional Liability Coverage”). The Nomad Professional Liability Coverage shall be provided through the Nomad group policy and shall be with limit amounts of not less than one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) annual aggregate. To the extent that liability under any judgment or settlement regarding the performance of Physician Services by a Physician exceeds these coverage limits, such Physician shall hold Nomad and Clients harmless from the same. Nomad’s obligation to arrange for the Nomad Professional Liability Coverage for a Physician is conditional upon each Physician’s cooperation in completing, verifying and providing accurate and complete underwriting and licensing information to Nomad. Nomad will not provide any other insurance coverage including, but not limited to, any workers compensation insurance, general liability insurance or any other insurance other than the Nomad Professional Liability Coverage.
Each Physician shall comply with (i) all policies, procedures and guidelines of Nomad (the “Nomad Policies”), each as may be adopted or amended by Nomad from time to time, (ii) all federal, state and local laws, regulations and orders (collectively, the “Laws”) applicable to the Physician Terms, any Order and the Physician Services; and (c) all standards of the applicable licensing boards, certifying authorities or professional specialty boards having jurisdiction from time to time (the “Boards”).
Each Physician shall notify Nomad in writing immediately upon the occurrence of any one or more of the following events:
All fees billed by Clients for Physician Services rendered by Physicians pursuant to an Engagement shall be and remain the property of such Clients. The Clients shall have the sole and exclusive right to bill and collect from any and all third-party payors, including Government Health Care Programs, for all Physician Services rendered by Physicians while providing Physician Services for such Clients pursuant to an Engagement. Each Physician hereby irrevocably reassigns to the Clients, as applicable, all receivables and collections with respect to the Physician Services. Physicians shall comply with all Laws pertaining to Government Health Care Program billing and reimbursement and all requirements of any third-party payors contracting with the Clients. Physicians shall prepare, execute and deliver to the Clients such assignments and/or other documents as may be requested by the Clients and necessary or appropriate to effectuate the intent of this Section 9 of the Physician Terms, including, without limitation, Form CMS-855R.
Each Physician acknowledges and agrees that Nomad has provided to such Physician a valued service in presenting such Physician to Clients. In return, to the extent consistent with applicable state law, during the term of any Order and for a period of two (2) years thereafter, no Physician shall solicit or accept either a temporary engagement or permanent position with a Client, or an Affiliate of a Client, that is a party to such Order with such Physician, without the written consent of Nomad. Each Physician further agrees to inform Nomad immediately if contacted by a Client, or an Affiliate of a Client, to perform services directly for a Client or an Affiliate of a Client in violation of this Section 10 of the Physician Terms. For purposes of the Physician Terms, an “Affiliate” of a Client includes, but is not limited to, an organization or person that has any form of direct or indirect business relationship with such Client, any entity comprised of one or more owners of such Client, or any successor to or assignee of such Client.
Nomad and each Physician acknowledge that the performance of Nomad’s obligations under the Physician Terms and any Order does not involve the use or disclosure of protected health information, as defined in 45 C.F.R. § 160.103 (“PHI”). Nomad shall not receive PHI from any Physician, nor create or receive PHI on any Physician’s behalf. Consequently, Nomad and each Physician hereby agree that Nomad is not a “business associate” of any Physician for purposes of the federal Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 and the regulations promulgated thereunder.
In addition to any other obligation of a Physician otherwise to provide indemnification, each Physician agrees to indemnify and hold harmless Nomad, its directors, officers, employees, agents and affiliates from and against any and all claims, damages, losses, liabilities, settlements, attorneys’ fees and expenses (collectively “Claims”) arising out of or resulting from any act or omission of Physician, including without limitation (i) execution or performance of an Order by Physician, (ii) any breach of the Physician Terms or an Order by Physician; or (iii) Physician rendering or failing to render Physician Services, including Claims arising out of or resulting from Physician’s negligence, in whole or in part, without regard to whether or not such Claims are covered by professional liability insurance.
Effective Date: March 25th, 2016. For the avoidance of any doubt, capitalized terms not otherwise defined herein shall have the meanings given to them in the Site Use Terms and the Physician Terms.
Clients who wish to engage Physicians for Engagements through the Site shall have registered an account with Nomad through the Site. Representatives of the Client will create individual accounts by selecting a username and password and associating such accounts with the Client’s facility or facilities. Each representative of the Client must be verified as an employee of the Client by either (a) transmitting a photograph of his or her Client-issued identification badge or (b) receiving an invitation to Nomad from a Client representative who has already been verified as an employee of the Client by other means, including, but not limited to, the mechanism described in (a). Client users may suspend his or her individual account at any time using the account settings page or by contacting Nomad using the “Contact Us” link in the footer of the home page.
Clients may, from time to time, post about opportunities to provide Physician Services on behalf of Client on the Site. Consistent with the Site Use Terms, Clients shall only post true information pertaining to opportunities that are actually available and shall use commercially reasonable efforts to timely remove posts for opportunities that are no longer available.
Clients shall comply, and shall cause all of their employees and agents to comply, with (i) the Laws applicable to the obligations of Clients under the Client Terms and any Order and (ii) the Nomad Policies, each as may be adopted or amended by Nomad from time to time.
If there are any occupational safety hazards or events involving a Physician engaged by Clients pursuant to the Client Terms and any Order, or there is any sentinel event or actual or threatened claim arising out of or relating to the acts or omissions of such Physician, such Clients shall provide Nomad with written notice of such claim immediately, and in no event, ten (10) days after such Clients knew or reasonably should have known of such claim.
Nomad offers the Nomad Professional Liability Coverage to cover the Physician Services rendered by Physicians on behalf of Clients pursuant to the Client Terms and any Order. To the extent that liability under any judgment or settlement regarding the performance of Physician Services by a Physician exceeds these coverage limits, Clients shall hold Nomad and the Physicians harmless from the same. Nomad’s obligation to arrange for the Nomad Professional Liability Coverage for any Physician is conditional upon such Physician’s cooperation in completing, verifying and providing accurate and complete underwriting and licensing information to Nomad.
Each Client represents and warrants the following: Such Client has and shall maintain any and all licenses, permits, registrations, or other certifications necessary to perform its obligations under the Client Terms and any Order and to engage Physicians to provide the Physician Services on behalf of such Client; and Such Client has all requisite power and authority, and has taken all corporate action necessary, to agree to the Client Terms and to perform its duties obligations under the Client Terms.
None of the provisions of the Client Terms are intended to create, nor shall be deemed or construed to create, any relationship between Nomad and any Client other than that of independent parties contracting with each other for the purpose of effecting the provisions of the Client Terms. Each Client acknowledges that (i) Nomad and such Client are not and shall not be construed to be in a relationship of joint venture, partnership or employer-employee, (ii) the Physicians are and shall at all times be independent contractors with respect to such Client in their performance of the Physician Services; (iii) the Physicians are not employees, subcontractors, or agents of Nomad for any purpose; (iv) Nomad is not involved in the practice of medicine and does not have any responsibility for the medical acts of the Physicians providing the Physician Services on behalf of such Client pursuant to the Client Terms and an Order; and (iv) no provision of the Client Terms shall be deemed or construed to mean that Nomad or any employee of Nomad is engaged in the practice of medicine.
NOMAD SHALL HAVE NO LIABILITY TO ANY CLIENT FOR ANY INJURY OR LOSS TO ANY PARTY RELATING TO OR IN ANY WAY ARISING OUT OF THE PHYSICIANS’ PROVISION OF PHYSICIAN SERVICES ON BEHALF OF A CLIENT PURSUANT TO THE CLIENT TERMS OR ANY ORDER OR FOR ANY ACTIONS OF THE PHYSICIANS.
Nomad and each Client shall maintain general liability insurance with customary coverage levels. If either Nomad’s or a Client’s coverage is on a claims made basis, then Nomad or such Client shall (i) maintain such insurance for a period of no less than three (3) years after the last Physician provides Physician Services on behalf of such Client pursuant to the Client Terms or (ii) procure equivalent extended reporting period coverage. Within two (2) business days of Nomad’s request at any time, a Client shall provide evidence of such insurance coverage to Nomad. Within two (2) business days of a Client’s request at any time, Nomad shall provide evidence of such insurance coverage to such Client.
Nomad and each Client acknowledge that the performance of Nomad’s obligations under the Client Terms does not involve the use or disclosure of PHI. Nomad shall not receive PHI from any Client, nor create, receive, maintain or transmit PHI on any Client’s behalf. Consequently, Nomad and each Client hereby agree that Nomad is not a “business associate” of any Client, as defined in 45 C.F.R. §160.103, for purposes of the federal Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 and the regulations promulgated thereunder.
A Client that is a party to an Order shall not, during the term of such Order and for a period of one (1) year thereafter, directly or indirectly, on its own behalf or in the service or on the behalf of others, (i) induce or attempt to induce any director, officer or employees of Nomad to leave Nomad, or (ii) hire, contract or take away or cause to be hired, contracted or taken away any director, officer or employee of Nomad.
In the event that, within two (2) years after a Physician and a Client last communicated via the Site, such Client or any Affiliate of such Client directly (i.e., outside of the Client Terms) employs or retains a Physician introduced to such Client through an Introduction, such Client shall pay to Nomad a reassignment fee equal to ten percent (10%) of the Physician Fees paid by such Client during the first (1st) year that Physician provided Services on behalf of such Client or $50,000, whichever is less (the “Reassignment Fee”). The Reassignment Fee shall be due in full on the first (1st) day such Physician performs services for such Client or an Affiliate of such Client in such capacity. Until the Reassignment Fee is paid by such Client, all services provided by such Physician to Client or an Affiliate of Client shall be treated as provided through this Agreement. For purposes of these Client Terms, an “Introduction” shall be deemed to have occurred when a Physician or Client has initiated contact with the other, regardless of whether the other responds and regardless of whether such contact occurred through the Site or otherwise.
In addition to any other obligation of a Client otherwise to provide indemnification, each Client agrees to indemnify and hold harmless Nomad, its directors, officers, employees, agents and affiliates from and against any and all Claims arising out of or resulting from any act or omission of, by or on behalf of Client, including without limitation (i) execution or performance of an Order by, for or on behalf of Client, or (ii) any breach of the Client Terms or an Order by, for or on behalf of Client.
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