Terms of Service - IHPs

1.1 SimplyShifts is not a healthcare service provider and does not employ or contract with IHPs (defined below) for the provision of services. The Solutions enable qualified IHPs who are looking for opportunities to provide professional healthcare and other services (“Healthcare Services”) as independent contractors to engage with Healthcare Facilities (defined below) in need of Healthcare Services. For purposes of the Agreement, (i) “Independent Healthcare Professional(s)” or “IHP(s)” means any licensed or certified independent healthcare worker registered with or otherwise utilizing the Solutions to connect with a third-party Healthcare Facility to provide Healthcare Services at or for Healthcare Facilities, including registered nurses, licensed practical nurses, medical technicians, and certified nursing assistants; and (ii) “Healthcare Facility(ies)” means any independent healthcare system or facility (or any vendor management system, managed service provider, or other party acting on behalf of a healthcare system or facility) registered with or otherwise utilizing the Solutions.

1.2 You are an independent contractor offering your services to prospective Healthcare Facilities and are not an employee, partner, representative, agent, joint venturer, or franchisee of SimplyShifts or any Healthcare Facility. You provide Healthcare Services as an independent contractor to the Healthcare Facility under your own name or business name, and not under SimplyShifts’ name. You do not provide Healthcare Services to SimplyShifts or on behalf of SimplyShifts, and you are not an independent contractor of SimplyShifts.

1.3 You are solely responsible for setting your work schedule, providing the tools and instruments necessary to perform your services, and ensuring compliance with all applicable laws and regulations governing your professional practice, including abiding by the standards of licensing boards, certifying authorities, or professional specialty boards governing your practice. SimplyShifts will not provide any tools or supplies to you. SimplyShifts will not, and has no right to: (i) train, supervise, direct, manage, or control you in your performance of any Healthcare Services at any Healthcare Facility or in the manner or means in which you perform that work, (ii) employ, hire, supervise, discipline, or fire you from any Healthcare Services you agree to provide to any Healthcare Facility, or (iii) set your work locations, times, or conditions of work, including work schedules, benefits, or compensation (as applicable). Healthcare Facilities will discuss and address any issues relating to your provision of Healthcare Services, including any service results issues directly with you via the Platform.

1.4 You hereby appoint SimplyShifts as your limited payment agent solely for the purpose of facilitating the collection and processing of payments from Healthcare Facilities for Healthcare Services provided by you. In addition, and notwithstanding anything in this Agreement to the contrary, SimplyShifts may, in its sole discretion, advance and pay to you, on behalf of a Healthcare Facility, the full amount of fees owed by such Healthcare Facility for your performance of HealthCare Services, prior to SimplyShifts' receipt of the corresponding funds from the Healthcare Facility (each, an "Advance Payment"). Any Advance Payment is made by SimplyShifts on behalf of, and in satisfaction of the payment obligation of, the applicable Healthcare Facility to you, and is not a payment by SimplyShifts for Healthcare Services or a loan to you. You acknowledge that the Advance Payments provided you by SimplyShifts may be subject to deductions, setoffs and chargebacks and you bear ultimate responsibility for such amounts, and SimplyShifts may recover such amounts from future payments owed to you under this Agreement. Upon SimplyShifts making any Advance Payment to you, (i) the Healthcare Facility's payment obligation to you for the corresponding Healthcare Services shall be deemed fully satisfied, (ii) you hereby irrevocably assign to SimplyShifts all of your right, title, and interest in and to the corresponding receivable and any related claims, causes of action, and rights of collection against the Healthcare Facility, and (iii) SimplyShifts shall be fully subrogated to all of your rights and remedies against the Healthcare Facility with respect to such amounts. SimplyShifts shall have the sole and exclusive right to invoice, collect, settle, compromise, and enforce payment from the Healthcare Facility in its own name or otherwise, and to retain all amounts so collected. Payment by a Healthcare Facility to SimplyShifts shall be deemed the same as payment made directly to you, and shall fully satisfy the Healthcare Facility’s payment obligation to you for the corresponding services. The parties acknowledge that SimplyShifts is not acting as an escrow agent or trustee, and this limited agency relationship does not create a fiduciary relationship beyond the duties expressly set forth in this paragraph. SimplyShifts may use third-party processors and shall comply with applicable payment network rules and laws, as applicable. You shall comply with all applicable laws and this Agreement relating to the performance of Healthcare Services, including all requirements imposed by law and any Healthcare Facility. This limited agency appointment shall automatically terminate upon termination or expiration of this Agreement, except as necessary to wind down outstanding transactions, including the collection of payments from HealthCare Facilities.

1.5 You understand and agree that SimplyShifts shall not provide you with coverage under any benefit programs, including without limitation, health and disability, insurance, social security, workers’ compensation or unemployment compensation. You further understand that even if you are determined or adjudged to be a common or statutory law employee of SimplyShifts, that (i) you acknowledge and agree that you shall not receive, nor shall you be eligible to receive, any employee benefits from SimplyShifts; (ii) you decline all offers of employee benefits from SimplyShifts; and (iii) you, if permitted by law, and to the full extent permitted by law, waive any and all rights, if any, to all employee benefits. The employee benefits to which this acknowledgment, agreement, declination, and waiver apply include, but are not limited to, the following benefits which may currently, or hereafter, be offered by SimplyShifts (or any of its affiliates, including its parent) under any agreement, plan, program, arrangement, or otherwise: health, sickness, accident, dental, life, disability and accidental death and dismemberment coverage, disability, severance, vacation, and other paid time off, expenses, profit sharing cafeteria plans, pension, 401(k), all other types of retirement plans or programs, and incentive or bonus compensation plans or programs. SimplyShifts also has no responsibility for the payment of your fees, expenses, taxes, benefits, or other contributions, if any.

1.6 You acknowledge and agree that SimplyShifts: (a) is exclusively a technology services provider making the Solutions available to IHPs and Healthcare Facilities to interact, and a limited payment agent as set forth in Section 1.4, (b) is not a party to the actual transaction for Healthcare Services between you and any Healthcare Facility, (c) is not the purchaser, seller or provider of any of your Healthcare Services, and (d) does not provide, assign, refer, or contract with or employ you with respect to the provision of any services you choose to perform. SimplyShifts will not withhold any taxes or prepare W-2 forms for you, but will provide you with an IRS Form 1099, if required by law.

1.7 As an independent contractor, nothing in this Agreement shall interfere with your right to maintain your own clients and business relationships without any restrictions from SimplyShifts or Healthcare Facilities. You are free to offer and provide your services elsewhere, including through competing platforms and to other healthcare facilities. Your relationship with SimplyShifts is non-exclusive. Your relationship with any Healthcare Facilities by virtue of a connection on the Platform is also non-exclusive and project-based, with each individual resource request submitted by a Healthcare Facility and accepted by you (each a “Shift”) constituting a separate project. You are free to market your services or labor to any other entities and on any other platforms you wish, without interference from SimplyShifts. You are not obligated to accept any minimum number of Shifts on the Platform. You will not be penalized for not accepting Shifts that are available on the Platform. Any decision you make to become engaged with a Healthcare Facility by accepting a Shift offered by the Healthcare Facility on the Platform is solely up to you.

2.1 Minimum Age. To use the Solutions, you must be 18 years of age or older and reside in the United States, but not in the states where SimplyShifts does not do business.

2.2 Creating and Safeguarding your Account. To use certain portions of the Solutions, such as browsing and accepting Shifts, you need to create an account (“Account”) or link an existing Account. You agree to provide us with accurate, complete and updated information for your Account. You can access, edit and update your Account through your Account settings on the App. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at security@simplyshifts.com if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. You agree not to create any Account if we have previously removed you, or we previously banned you from any of our Solutions, unless we provide written consent otherwise.

2.3 Requirements. You represent and warrant that at all times you will: (a) hold and maintain current and in effect all licenses, permits, approvals, registrations, certifications, credentials, or other authorizations required by law and that are necessary to perform Healthcare Services to Healthcare Facilities whose Shifts you bid on, request, approve, or accept through the Solutions (collectively “Credentials”); and (b) possess the necessary training, education, expertise and experience to provide such Healthcare Services in a competent, safe, and professional manner with due skill, care and diligence. In order to be eligible to accept Shifts, you must upload to the Platform your current Credentials and other applicable documentation and information necessary for SimplyShifts to confirm your eligibility to accept Shifts. You hereby represent and warrant that all Credentials, documentation and other information you provide as part of your Account are accurate, complete and up to date and that you shall promptly update such Credentials, documentation, and other information as necessary to ensure that they remain accurate, complete, and current at all times throughout the duration of your use of the Account. SimplyShifts reserves the right to independently verify your documentation and information as is reasonably necessary to ensure compliance with all Credentials and other documentation required to provide Healthcare Services.

2.4 Background Checks and Screenings. You consent to the sharing of background check and drug testing results with Healthcare Facilities, including periodic updates. You will also be provided background check and drug testing disclosure form(s) and separate authorization form(s), in which you will authorize SimplyShifts to (1) share the results of your background check(s) and drug testing results with Healthcare Facilities; and (2) re-run your background check(s) as needed and appropriate while you utilize the Solutions. Subject to applicable laws, you also agree to promptly disclose to SimplyShifts in writing if you have any criminal convictions (other than minor fixed penalty parking or speeding offenses) that arise during your use of the Solutions.

2.5 Notice of Disciplinary Actions by Third Parties. You shall promptly notify SimplyShifts in writing immediately of any disciplinary actions, quality assurance proceedings or investigations involving you, including, but not limited to, licensing boards, quality assurance committees, hospitals or other medical facilities and medical societies, and any other proceeding or investigation the result of which might prohibit or otherwise restrict or impair your ability to perform Healthcare Services or fulfill Shifts. In the event any such proceeding or investigation results in you losing any Credential, you agree to immediately notify SimplyShifts, cease using the Solutions, and cancel any pending bids on any Shifts or any accepted Shifts.

2.6 Electronic Communications. By creating an Account, you consent to receive electronic communications from us, including via email, text message, or by posting notices to the App. These communications may include operational notices about your Account or other notices relating to your use of the Solutions. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

2.7 Data Sharing and Privacy Policy. You acknowledge and agree that SimplyShifts is authorized to provide Healthcare Facilities access to view your name, contact information, Credentials, and digital invoices, including details used to support the invoice such as geolocation data, if used, and any other information that may be necessary in order to bid on, request, fulfill, or issue payment for a Shift for such Healthcare Facilities. In addition, our Privacy Policy describes how we handle the information you provide to us when you use the Solutions, including all information and documentation you provide as part of your Account. For an explanation of our privacy practices, please visit our Privacy Policy located at www.simplyshifts.com/privacy, the terms of which are incorporated herein by reference.

2.8 Platform and Healthcare Services User Standards. You acknowledge and agree that you will comply with the Platform and Healthcare Services User Standards attached hereto as Exhibit A. The Platform and Healthcare Services User Standards are intended to promote a safe, respectful, and rewarding experience for all users of the Platform. Your failure to comply with the Platform and Healthcare Services User Standards may result in suspension or termination of your access to or use of the Platform.

3.1 Shifts Acceptance and Completion. Healthcare Facilities post Shifts and other relevant information regarding the Shifts on the Platform, and you may view and claim Shifts for which you are qualified. SimplyShifts does not require you to claim any number of Shifts to maintain an Account on the Platform. You may choose whether and when to claim Shifts, and there is no requirement that you claim Shifts with any minimum frequency. You have control over the Shifts (days and times) you work. SimplyShifts does not require you to claim Shifts in any specific geographic region. Those are instead subject to geographic limitations of your professional licenses, certificates, and credentialing. As such, there is no regularity or permanence in your use of the Platform and its Solutions, or with SimplyShifts, or any Healthcare Facility. Each posted Shift will indicate the nature and type of Healthcare Services requested by the Healthcare Facility, the start and end time of the position, the applicable hourly rate offered for the Shift, the location where the Healthcare Services must be performed, and other information that may be necessary to understand Shift offering and requirements. In the event significant changes are required to be made to a Shift regarding the areas of practice to be executed, you, in consultation with the Healthcare Facilities, are responsible for ensuring said changes are only to areas of practice within your clinical competence. You are free to discuss the Shift with the Healthcare Facility and negotiate your rate of pay directly with the Healthcare Facility. SimplyShifts does not determine any of the details related to the performance of the Healthcare Services at any Healthcare Facility, nor does SimplyShifts track or otherwise control any aspect of the provision of Healthcare Services through the Solutions.

3.2 No Guarantee. SimplyShifts does not guarantee the availability of Shifts or the number of Shifts that may be posted by Healthcare Facilities through the Solutions, and does not guarantee that any Healthcare Facility will accept your bid for any Shift.

3.3 Healthcare Facilities Engagement Status. Healthcare Facilities may place IHPs on special lists as it relates to the IHPs’ ability to claim Shifts with the Healthcare Facilities, including as follows: (i) Priority Status: IHPs may be given priority notification of Shifts posted by Healthcare Facilities, or (ii) Do Not Engage Status: IHPs will not be shown any future Shifts offered by a Healthcare Facility, furthermore, all existing future Shifts, if any, will be canceled and re-advertised to other IHPs. Conversely, you may choose not to return to a Healthcare Facility by not claiming Shifts and by selecting the option “Hide Shifts” on the Healthcare Facility Profile. If you are placed on more than three Do Not Engage lists, your Account may be suspended. SimplyShifts has no input into and no control over a Healthcare Facility’s Favorite or Do Not Engage decisions.

3.4 Branding; Equipment. SimplyShifts does not require you to: (a) display SimplyShifts’ or any of its affiliates’ names, logos, or colors on your equipment or property; or (b) wear any uniform or other clothing bearing SimplyShifts’ or its affiliates’ names, logos, or colors. Notwithstanding the foregoing, and only as required by applicable law or regulation (including applicable patient safety requirements) or as necessary to complete a Shift or maintain your Credentials, SimplyShifts authorizes you to use SimplyShifts’ marks on pre-approved items, provided you continue to comply with Section 1.2. You are not authorized to hold yourself out as an employee or independent contractor of SimplyShifts by virtue of your use of the Platform. Further, you are not authorized to hold yourself out as an employee of any Healthcare Facility at which you perform a Shift.

4.1 No Affiliation. SimplyShifts is not a Healthcare Facility and is not affiliated with any of the Healthcare Facilities who may use the Solutions and who may contract with you. SimplyShifts will not make determinations as to whether you are selected by a Healthcare Facility for a Shift, and also will not exercise any control over the services you provide as an IHP at a Healthcare Facility. SimplyShifts will not provide any training, tools, or equipment that may be needed to perform services at a Healthcare Facility.

4.2 Healthcare Facility Policies. You are solely responsible for observing and complying with all applicable policies of the Healthcare Facility, as determined by the Healthcare Facility, when you provide Healthcare Services, including those relating to patient confidentiality and clinical standards. SimplyShifts does not establish applicable policies of any Healthcare Facility, and is not responsible or liable for the actions or inactions of a Healthcare Facility or any of its personnel in connection with any instructions, directions or other information provided by such Healthcare Facility, your performance of Healthcare Services at such Healthcare Facility, fulfilment of a Shift, or otherwise.

5.1 Advance Payment. For each Shift, SimplyShifts will pay to you the Advance Payment, on behalf of the Healthcare Facility, in accordance with Section 1.4, less any applicable fees, chargebacks, offsets, deductions, or other amounts authorized under this Agreement or otherwise disclosed to you through the Platform. Such Advance Payment is made by SimplyShifts on behalf of the Healthcare Facility and fully satisfies the Healthcare Facility's payment obligation to you for the corresponding Shift. SimplyShifts is not the purchaser or recipient of your Healthcare Services and is not obligated to pay you in its own capacity for such services. The fees paid to you will be based on the fees set by the Healthcare Facility and agreed to by you or the fees negotiated by you with the Healthcare Facility. You will be provided the amount of fees (on an hourly basis) and the required services before you start each claimed Shift. Disbursement of fees will be made automatically to the account you have designated within the Platform no less than twice weekly provided that all time has been accurately submitted in accordance with requirements of the Agreement and the applicable Healthcare Facility. SimplyShifts uses all commercially reasonable efforts to disburse Advance Payments to IHPs in a timely manner, but will not be held liable for disbursement delays caused by (i) bank holidays, (ii) incomplete or incorrect bank information provided, (iii) incomplete Shift confirmations, or (iv) disputed Shifts. SimplyShifts reserves the right to subcontract its obligations under this Section in which case you may be required to accept the terms of a third-party payment platform.

5.2 Financial Institution Information. When registering your Account, you agree to enter your financial institution information and hereby agree that SimplyShifts and/or our third-party payment processor may transfer the amounts due to you from a Healthcare Facility to your financial institution. You are solely responsible for the accuracy of your financial institution information, including your bank account number and routing information. SimplyShifts has no responsibility for any errors in fund transfers or deposits due to inaccurate or incomplete bank account information.

5.3 Time Entry and Verification of Shift. Promptly upon completion of each Shift, you shall input into the Platform the Shift record confirmation indicating the start and end time of the Shift; provided that prior to departing the Healthcare Facility such information is subject to verification by the charge nurse (or equivalent position) of the Healthcare Facility where you performed such Shift. You must monitor such Shift record verification process through the Platform. SimplyShifts shall not have any responsibility to transfer payment to you from the Healthcare Facility for any Shift that was not properly recorded and verified by the Healthcare Facility through the Platform prior to your departure from the Healthcare Facility following completion of the Shift.

5.4 Taxes. You acknowledge and agree that: (a) you are required to complete all tax registration obligations and calculate and remit all tax liabilities and obligations related to your completion of Shifts as required by applicable law or regulation; (b) you are required to provide SimplyShifts with all relevant tax information and forms; and (c) the failure to provide SimplyShifts with all relevant tax information and forms will result in the deactivation of your Account and may result in tax-related back-up withholdings from payments to you. You further acknowledge and agree that you are responsible for the filing and payment of any and all taxes on your own income arising from the performance of Shifts. SimplyShifts will provide you with tax documentation in the form of an IRS Form 1099, as required by applicable Law.

6.1 Healthcare Facility Cancellations. Each Healthcare Facility may, independent of SimplyShifts, adopt a cancellation policy describing the compensation owed in the event a Shift is canceled or shortened (the “Cancellation Policy”). The Cancellation Policy of each Healthcare Facility will be displayed prominently on the applicable Healthcare Facility Shifts page within the App. Cancellation compensation, if any, owed by a Healthcare Facility to you will be billed to the Healthcare Facility by SimplyShifts and paid to you in accordance with Section 5. By claiming a Shift, you are accepting the Cancellation Policy of said Shift. You are solely responsible for ensuring the proper notification settings are enabled in your Account to be notified if there has been a change in any Shift you accept.

6.2 Cancellations by SimplyShifts. You hereby acknowledge that if a Healthcare Facility fails to meet its financial obligations for Healthcare Services performed, SimplyShifts may suspend that Healthcare Facility’s ability to connect with IHPs on the Platform and as a result, one or multiple Shifts posted by a Healthcare Facility may be canceled by SimplyShifts, even if an IHP has already claimed such Shift. Under no circumstances will SimplyShifts be obligated to arrange for payment for Shifts canceled prior to performance due to a Healthcare Facility failing its financial obligations. However, SimplyShifts will use all commercially reasonable efforts to avoid such cancellations and to provide prompt notice of same. For the avoidance of doubt, this Section does not affect SimplyShifts' obligation to advance payment for any Shift that has been performed and verified in accordance with Section 1.4 and Section 5.

7.1 Right to Use Solutions. We hereby permit you to use the Solutions for your individual use only, provided that you comply with the Agreement in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Solutions, we hereby grant you, a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Solutions (and right to download a single copy of the App onto your applicable equipment or device), in each case for the sole purpose of enabling you to use the Solutions as permitted by the Agreement. Your access and use of the Solutions may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Solutions or other actions that we, in our sole discretion, may elect to take.

7.2 Restrictions On Your Use of the Solutions. You may not do any of the following in connection with your use of the Solutions, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or otherwise permit any third party to access or use the Solutions, (b) use the Solutions in the operation of a service bureau or similar service for third parties, (c) decompile, reverse engineer, disassemble, decode the Solutions or attempt to do any of the foregoing, (d) download, modify, distribute, transmit, display, perform, reproduce, duplicate, publish, or create derivative works based on the Solutions, (e) copy, frame, or mirror any part or content of the Solutions, (f) access or use the Solutions in order to build a competitive product or service, (g) access or use the Solutions in any manner that could disable, overburden, damage, disrupt or impair the Solutions or interfere with any other party’s access to or use of the Solutions or use any device, software or routine that causes the same, (h) attempt to gain unauthorized access to, interfere with, damage or disrupt the Solutions, accounts registered to other users, or the computer systems or networks connected to the Solutions, (i) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Solutions, (j) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems, (k) violate any applicable law or regulation in connection with your access to or use of the Solutions, (l) upload, post, store, distribute, transmit, sell, promote, or provide any information, data, or other material in an illegal manner or in a manner that violates or infringes the intellectual property rights or rights to the publicity or privacy of any third party or (m) access or use the Solutions in any way not expressly permitted by the Agreement.

7.3 Use of the App. You are responsible for providing the mobile device, software, wireless plan or Internet connections and/or other equipment or Solutions that you need to download, install and use the App. We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the App or will be available in, or that orders for Healthcare Services can be placed from, any particular geographic location. As part of the Solutions and to update you regarding the status of deliveries, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you in connection with the App (“Push Messages”). You acknowledge that, when you use the App, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings, and can opt in or out of these Push Messages through the Solutions or through your mobile device’s operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply to your access to and use of the App, including your receipt of Push Messages from SimplyShifts.

7.4 Mobile Terms of Service. You may receive text messages from SimplyShifts. By opting in to Shift and platform-related notifications via SMS, you will receive marketing and promotional messages about Shift availability as well as updates and enhancements to the Platform from SimplyShifts. When you text STOP to the long/short code, we will send a final SMS message to confirm that you have been unsubscribed. After that final message, you will no longer receive marketing SMS messages from us unless you re-enroll in the SMS program. If you require help or assistance with your SMS messages, you can text “Help” for additional information or reach out directly at sms-support@simplyshifts.com. Carriers are not responsible for delayed or undelivered messages. Message and data rates may apply for any messages sent or received. Message frequency varies. For more information, please review our Privacy Policy. Data obtained through the SMS program will not be shared with any third parties for their marketing reasons/purpose.

7.5 Mobile Software from the Apple App Store. The following terms and conditions apply to you only if you are using the App from the Apple App Store. To the extent the other terms and conditions of the Agreement are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to your use of the App from the Apple App Store. You acknowledge and agree that the Agreement is solely between you and SimplyShifts, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store’s applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support Solutions with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by the Agreement. You and SimplyShifts acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. You and SimplyShifts acknowledge that, in the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, SimplyShifts, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement. You must comply with applicable third-party terms of agreement when using the App. You and SimplyShifts acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the Agreement as they relate to your use of the App, and that, upon your acceptance of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third-party beneficiary thereof.

8.1 Ownership of the Solutions. The Solutions, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that SimplyShifts and/or its licensors own all right, title and interest in and to the Solutions (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Solutions and its content including, without limitation, the exclusive right to create derivative works.

8.2 Ownership of Trademarks. The name “SimplyShifts” and all related names, logos, product and service names, designs and slogans are trademarks of SimplyShifts or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Solutions are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

8.3 Ownership of Feedback. We welcome feedback, comments and suggestions for improvements to the Solutions (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Solutions or in any such Feedback. All Feedback becomes the sole and exclusive property of SimplyShifts, and SimplyShifts may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to SimplyShifts any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

9.1 Use of Third-Party Materials in the Solutions. Certain Solutions may display, include or make available content, data, information, applications or materials from third parties (“Third-Party Materials”) or provide links to certain third-party websites. By using the Solutions, you acknowledge and agree that SimplyShifts is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party Solutions, Third-Party Materials or third-party websites, or for any other materials, products, or Solutions of third parties. Third-Party Materials and links to other websites are provided solely as a convenience to you.

10.1 Confidential Information. You acknowledge and agree that, in connection with your performance under this Agreement and fulfillment of any Shifts, you may have access to certain non-public, proprietary, or confidential information of SimplyShifts, its affiliates, Healthcare Facilities, or their respective third-party partners (each, a “Disclosing Party”). “Confidential Information” means all information, whether written, oral, electronic, or otherwise, relating to a Disclosing Party’s business, operations, services, patients, personnel, or finances, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

10.2 Ownership of Confidential Information. You hereby acknowledge and agree that, except as otherwise provided in the Agreement: (a) all Confidential Information is the exclusive property of the Disclosing Party; (b) you will not use Confidential Information for any purpose except in furtherance of the Agreement, or, with respect to Healthcare Facility Confidential Information, in bidding on, invoicing, or completing a Shift; (c) you will not disclose Confidential Information to any third party; and (d) you will return or destroy all Confidential Information upon the termination of your Account or at the request of the Disclosing Party.

10.3 Exclusions. Notwithstanding the foregoing, Confidential Information does not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of the Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to applicable law or regulation, court order, subpoena or governmental authority, provided that, whenever not prohibited by applicable law or regulation or the relevant subpoena or court order, the receiving party promptly notifies the Disclosing Party thereof and provides the Disclosing Party a reasonable opportunity to contest or limit such required disclosure at the Disclosing Party’s sole cost.

10.4 Protected Health Information. SimplyShifts and you acknowledge and agree that the parties do not intend for the Solutions to be used to create, receive, maintain, transmit or disclose protected health information, as defined in 45 C.F.R. § 160.103 (“PHI”) to SimplyShifts. Accordingly, IHPs shall not submit, upload, transmit or otherwise make PHI available to SimplyShifts through the Solutions. The parties further acknowledge and agree that, based on the intended use of the Solutions and the restrictions set forth herein, SimplyShifts is not a “business associate” of any IHP for purposes of the federal Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 and the regulations promulgated thereunder.

11.1 Insurance.

1. You agree to maintain, at all times during the term of the Agreement, (i) adequate Occupational Accident Insurance (“OAI Insurance”) which provides levels of coverage that adequately address any injury you may sustain in the course and scope of your fulfilling a Shift or otherwise performing Healthcare Services and (ii) medical professional liability insurance in the amounts of one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) in the annual aggregate to cover you while rendering Healthcare Services on the premises of Healthcare Facilities (“Liability Insurance”).
2. SimplyShifts provides you the option to: (i) purchase OAI Insurance and Liability Insurance that meets the minimum requirements through SimplyShifts at the then-current per-Shift rate, subject to the conditions of the insurance terms made available to you at the time of opting in, or (ii) provide proof of OAI Insurance and Liability Insurance that meets the minimum requirements.
3. If you purchase insurance from SimplyShifts, you agree to promptly report any incidents or accidents. Please refer to “Downloads” in your Account for policy information for insurance coverage you have opted into. Instructions for reporting a claim will be made available in the App.

12.1 Disclaimers.

1. Your access to and use of the Solutions are at your own risk. You understand and agree that the Solutions are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, SimplyShifts, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “SimplyShifts Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The SimplyShifts Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Solutions; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Solutions; (c) the operation or compatibility with any other application or any particular system or device; and (d) whether the Solutions will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from the SimplyShifts Entities or through the Solutions, will create any warranty or representation not expressly made herein.
2. SimplyShifts Entities function as an on-demand lead generation and related services provider only and make no representations, warranties or guarantees as to the actions or inactions of the Healthcare Facilities who may request or receive Healthcare Services from you, and the SimplyShifts Entities do not screen or otherwise evaluate Healthcare Facilities. By using the Platform, you acknowledge and agree that you may be introduced to a third party that may pose harm or risk to you or other third parties. You are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the Platform. Except with respect to SimplyShifts’ obligations as your limited agent for payment collection explicitly described in the Agreement, SimplyShifts Entities expressly disclaim all liability for any act or omission of you, any user or other third party.
3. THE SIMPLYSHIFTS ENTITIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY DOCUMENTATION OR OTHER MATERIALS THAT YOU UPLOAD OR STORE ON OR THROUGH OUR SOLUTIONS.

12.2 Indemnification. You agree to indemnify, defend (at SimplyShifts’ option) and hold harmless, the SimplyShifts Entities from and against any and all liabilities, judgments, awards, losses, costs, expenses (including reasonable legal fees and costs), damages, penalties, fines, fees, social security and other contributions and taxes (collectively, “Claims”) arising out of or related to your breach of this Agreement, your use of the Platform or Solutions, your use of any information obtained from the Platform, your acts or omissions in the performance of Healthcare Services, and your acts and omissions in connection with your fulfilling any Shifts (including, but not limited to, your rights, if any, to pay, overtime, tax contributions, benefits or other compensation).

12.3 Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE SIMPLYSHIFTS ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SOLUTIONS, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOLUTIONS), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THE AGREEMENT OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SOLUTIONS OR THE AGREEMENT AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE SIMPLYSHIFTS ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY AMOUNTS IN EXCESS OF THE AMOUNTS PAID TO YOU FOR YOUR PERFORMANCE OF HEALTHCARE SERVICES FOR SHIFTS ACCEPTED THROUGH THE SOLUTIONS IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.

13.1 This Section 13 constitutes an arbitration agreement (hereafter, “Arbitration Agreement”). For all claims covered by this Arbitration Agreement, you and SimplyShifts waive all rights to bring such claims in court and waive all rights to trial in court before a judge or jury. Instead, except as provided below, SimplyShifts and you (on behalf of yourself and your heirs, spouse, successors, assigns, representatives, and agents) agree all legal disputes and claims between SimplyShifts and you shall be determined exclusively by final and binding individual arbitration.

13.2 Informal Dispute Resolution. SimplyShifts and you prefer to address and resolve concerns directly before resorting to arbitration of Claims (defined below). In this regard, both SimplyShifts and you understand that use of arbitration is a last resort, and both SimplyShifts and you must raise concerns with each other and attempt to resolve any concerns before filing for arbitration. You can raise questions or concerns informally at connect@simplyshifts.com, but, before filing for arbitration of a Claim, we agree to first follow these more formal steps to try to resolve the issue:

Step One: Written Complaint. A party asserting a Claim (the “Claimant”) shall send the party against whom or which the claim is asserted (the “Respondent”) a “Written Complaint” which must include the following information:

• Who is involved: the full name and contact information for the Claimant and Respondent;
• What happened: a short statement of the facts, circumstances, actions, and events giving rise to each Claim;
• The proposed resolution: the amount of money and any other relief sought; and
• IHP information: if the Claimant is you, your IHP identification number, and your signature. If you file a Written Complaint, you should send it to connect@simplyshifts.com.

Step Two: Meeting. The Respondent may request a meeting between the parties at a mutually agreeable date, time, and location to discuss the Written Complaint. If Respondent requests such a meeting in writing within 14 days of the Respondent’s receipt of the Written Complaint, Claimant must attend. The Respondent shall choose whether the meeting will be in person, via video, or via telephone, but Claimant shall have no obligation to attend an in-person meeting unless it can be held within 30 miles of the Claimant’s current residence.

Step Three: Proceed to Arbitration. If a Claim is not resolved to the Claimant’s satisfaction within 30 days after the Respondent’s receipt of a Written Complaint, the Claimant may then file a demand for arbitration as described below. A Claimant may not file an arbitration demand without satisfying these steps and, in filing an arbitration demand, must include a signed attestation that they have complied with these steps. The applicable statute of limitations on any Claim is tolled from the time that a party asserts that Claim by asserting it in Step One through the conclusion of the Meeting in Step Two.

13.3 Arbitration. Except as provided below in Section 13.4, all legal disputes, controversies, or claims between you and SimplyShifts arising out of or relating to your relationship, or termination of your relationship, with SimplyShifts or any SimplyShifts Entity (including application for or termination of your relationship or any background check form or process) or relating in any way to your use of SimplyShifts’ Solutions and/or products (collectively, “Claims”) will be resolved by arbitration. Claims subject to this Arbitration Agreement include claims against any SimplyShifts Entity; any entity with which SimplyShifts Entity is alleged to be a joint or co-employer; or each of their respective clients, customers, owners, directors, officers, employees, or agents, whether current, former, or future, as all these individuals and entities are third-party beneficiaries of this Arbitration Agreement, are entitled to the rights and benefits under it, and may enforce it as if they were parties. The term “SimplyShifts” in this Section 13.3 encompasses these individuals and entities to allow them to obtain the full benefits of this Arbitration Agreement. For the avoidance of doubt, any Healthcare Facility at which you provide Healthcare Services or perform work in connection with SimplyShifts or the Agreement is an intended third-party beneficiary of this Arbitration Agreement. Nothing herein shall be interpreted to suggest any particular entity or person is or will be your employer or joint employer.

13.4 Excluded Claims. The only legal disputes or claims excluded from this Arbitration Agreement are those: (a) constituting sexual harassment or sexual assault disputes as defined by the Federal Arbitration Act (“FAA”) (but if a sexual harassment or assault claim, as defined by the FAA, is brought, all claims other than a sexual harassment or sexual assault claim shall be presented in a proceeding separate from the sexual harassment or sexual assault claims); (b) by you for workers’ compensation benefits, unemployment benefits, or benefits under a plan that provides its own process for dispute resolution; (c) by either you or SimplyShifts seeking only a provisional or injunctive remedy in a court of competent jurisdiction, including on the ground that an arbitration award may be rendered ineffectual without provisional or injunctive relief; (d) for which this Arbitration Agreement would be invalid or prohibited under federal law, or state or local law that is not preempted by federal law; (e) to compel arbitration, or enforce, modify, or vacate an arbitrator’s award; or (f) filed with a federal, state, or local administrative agency such as the Equal Employment Opportunity Commission, National Labor Relations Board, or similar agency, although you knowingly and voluntarily waive the right to file, or participate or obtain relief in, a lawsuit against SimplyShifts filed in a court, except as described herein.

13.5 How to Initiate an Arbitration. A party wishing to initiate arbitration, and only after taking the steps described in Section 13.2 Informal Dispute Resolution, shall prepare a written demand settling for the Claim(s) on the form currently found here and submit the matter to the American Arbitration Association (“AAA”) by emailing it to casefiling@adr.org, upon which an arbitrator shall be selected pursuant to AAA’s selection procedure.

13.6 Arbitrator Authority. Except as described elsewhere in the Agreement and as required by applicable law, the arbitrator shall have the exclusive authority to resolve any dispute regarding the enforceability, applicability, or interpretation of this Arbitration Agreement. The arbitration will be held in or near the city in which you reside. The arbitrator shall apply, and not deviate from, the substantive law of the state in which the claim(s) arose and/or federal law, as applicable, and the statute of limitations for each cause of action if it had been filed in court. The arbitrator shall have the authority to issue subpoenas to compel the production of documents during discovery and the attendance of witnesses at the arbitration hearing and shall render a written award setting forth findings of fact and conclusions of law. Judgment upon the arbitrator’s award may be entered in any court of competent jurisdiction.

13.7 Individualized Arbitration and Class Action Waiver. To the maximum extent permitted by law, the arbitrator is prohibited from (a) consolidating or joining the claims of others, or claims based on alleged legal violations suffered by others, into one proceeding, (b) fashioning a proceeding as a class, collective, joint, or group action involving claims of or legal violations suffered by one or more other claimants, or (c) awarding relief to, on behalf of, or based on the claims of or legal violations suffered by multiple claimants or individuals (subparts (a) through (c) are referred to collectively as “Class Action”). The parties waive any right to proceed in a Class Action. Any dispute concerning the scope or validity of this paragraph shall be decided by a court of competent jurisdiction and not the arbitrator. If a court determines any portion of this paragraph is unenforceable, and if applicable such ruling is upheld on appeal, the portion ruled unenforceable shall be modified or severed to the narrowest extent possible, but under no circumstances will the arbitrator be permitted to hear a Class Action.

13.8 Private Attorneys General Act Claims. The parties intend for this Arbitration Agreement’s requirement of individual arbitration to extend to the fullest extent possible to claims brought pursuant to the California Private Attorneys General Act, Labor Code § 2698 et seq. (“PAGA”) and any similar state statute. To the maximum extent permitted by law, if a claim is pursued under PAGA or similar statute, it must be pursued individually in arbitration. The arbitrator may not allow a PAGA or similar claim to proceed in arbitration except as to an individual claim, and any non-individual claims under PAGA or similar state statute that can proceed in court apart from an individual claim must be stayed while the individual claim proceeds in arbitration. Any dispute concerning the scope or validity of this paragraph shall be decided by a court of competent jurisdiction and not the arbitrator. If a court determines any portion of this paragraph is unenforceable, and if applicable such ruling is upheld on appeal, the portion ruled unenforceable shall be modified or severed to the narrowest extent possible, but under no circumstances will the arbitrator be permitted to hear a PAGA or similar claim on a non-individual basis.

13.9 Costs of Arbitration. In the event that you initiate an arbitration, you will be required to pay applicable fees and costs set forth in the applicable AAA fee schedule in effect at the time of the commencement of the arbitration, which currently can be found at Employment/Workplace_Fee_Schedule, will pay all costs unique to arbitration, including the arbitration fees and expenses required under this Arbitration Agreement. Except as provided in Federal Rule of Civil Procedure 68 or as determined by the arbitrator in accordance with applicable law, each party shall pay its own attorneys’ fees and any costs that are not unique to the arbitration. The arbitrator may award reasonable fees and costs or any portion thereof to the prevailing party to the same extent a court would be entitled to do so, in accordance with applicable law.

13.10 Applicable Rules of Arbitration. The arbitrator shall administer the arbitration according to AAA’s Employment Arbitration Procedures, including its Mass Arbitration Supplementary Rules, currently available at 2025_Employment_Arbitration_Rules and 2024_Supplementary_Rules_Mass_Arbitration (or successor rules), but as modified below (and to the extent that the AAA’s rules are inconsistent with this Arbitration Agreement, this Arbitration Agreement shall govern):

A. Discovery. Due to the simplicity, informality, and expedited nature of arbitration proceedings, and absent a showing of a need in order to adequately pursue a Claim or defense, the parties shall engage only in limited discovery, as follows:

B. FRCP 68. The arbitrator has the authority to enter orders consistent with FRCP 68 and must follow the sections of that rule if a party makes an offer of judgment consistent with that rule.

13.11 Other Terms Applicable to this Arbitration Agreement. This Arbitration Agreement is the complete agreement between the parties on the subjects herein and supersedes any other understandings on such subjects, except that if there is another written arbitration agreement between the parties it shall survive this Arbitration Agreement to the extent it allows for only individual arbitration. No other representations are being relied upon by either party. This Arbitration Agreement cannot be orally modified and shall remain in effect even after the termination of your employment or other association. If any paragraph, phrase, word, or other portion of this Arbitration Agreement (collectively, “Term”) is deemed invalid or unenforceable, such Term shall be modified automatically to the minimum extent necessary to render this Arbitration Agreement valid and enforceable for individual arbitration. Except as otherwise provided elsewhere in the Agreement, if a Term conflicts with a mandatory provision of applicable law that is not preempted by the FAA, or conflicts with the FAA, the conflicting provision shall be severed automatically and the remainder construed to incorporate the mandatory provision. In the event of such modification or severance, the remainder shall not be affected. This Arbitration Agreement shall be construed as a whole, according to its fair meaning, and not for or against any party.

13.12 Termination of Arbitration Agreement. Notwithstanding Section 14.2, this section applies specifically to the Arbitration Agreement. SimplyShifts may terminate the Arbitration Agreement by providing electronic notice to you. Termination of the Agreement shall not be applicable to any Claim pending at the time of termination.

14.1 Updating the Agreement. We may modify the Agreement from time to time in which case we will update the “Last Revised” date at the top of the Agreement. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by push notification, e-mail and/or in the App. However, it is your sole responsibility to review the Agreement from time to time to view any such changes. The updated Agreement will be effective as of the time of posting, or such later date as may be specified in the updated Agreement. Your continued access or use of the Solutions after the modifications have become effective will be deemed your acceptance of the modified Agreement.

14.2 Termination of License and Your Account. If you breach any of the provisions of the Agreement or the Platform and Healthcare Services User Standards, we may immediately suspend, disable or delete your Account and all licenses granted by us hereunder will terminate automatically. If we delete your Account for any suspected breach by you of the Agreement or the Platform and Healthcare Services user Standards, you are prohibited from re-registering for the Solutions under a different name. All sections which by their nature should survive the termination of the Agreement shall continue in full force and effect subsequent to and notwithstanding any termination of the Agreement by SimplyShifts or you. Termination will not limit any of SimplyShifts’ other rights or remedies at law or in equity.

14.3 Injunctive Relief. You agree that a breach of the Agreement will cause irreparable injury to SimplyShifts for which monetary damages would not be an adequate remedy and SimplyShifts shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

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

14.5 Miscellaneous. If any provision of the Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Agreement and shall not affect the validity and enforceability of any remaining provisions. The Agreement and the licenses granted hereunder may be assigned by SimplyShifts but may not be assigned by you without the prior express written consent of SimplyShifts. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Solutions are operated by us in the United States. Those who choose to access the Solutions from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. The Agreement is governed by the laws of Delaware, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 13, or if arbitration does not apply, then the state and federal courts located in Delaware.

14.6 How to Contact Us. You may contact us regarding the Solutions or the Agreement at: 1250 Hancock Street, Quincy, MA 02169, or by e-mail at legal@simplyshifts.com.