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Terms Of Use

Revision Date: 7 May 2024

1. Scope of Contractual Relationship.

These SHIFTit Terms of Use (“Terms”) governs the access or use of you, the end-user (“you”), from within the United States and its territories and possessions, of the “SHIFTit Marketplace Platform” described herein (inclusive of including any existing or subsequently developed SHIFTit mobile and/or web-based applications (“Applications”)) and any related content or services derived therefrom (collectively, the “Services,” as more fully defined below in Section 3 of these Terms), as made available in the United States and its territories and possessions, by SHIFTit Corp., a Wyoming corporation, and/or any of its subsidiaries, affiliates, officers, and directors, employees, contractors, agents, or representatives (collectively, “SHIFTit”). PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND SHIFTIT. For purposes of these Terms, the words “including” and “include” mean “including, but not limited to.”

For purposes of these Terms, “Medical Professionals” means professionals that provide ancillary services at Facilities, including, without limitation, nurses, therapists, and technicians. For purposes of these Terms, “Healthcare Providers” means healthcare facilities, skilled nursing facilities, clinics, and other similar such medical facilities operated by Medical Professionals. Shiftit provides the SHIFTit Marketplace Platform, a personalized multipurpose digital marketplace that enables Healthcare Providers to conveniently find, request, staff, or otherwise schedule Medical Professionals for shifts at their respective facilities. SHIFTit also allows independent Medical Professionals to register on the SHIFTit Marketplace Platform and make themselves available to Healthcare Providers to address their short-term staffing needs. In order to register as a Medical Professional, SHIFTit requires all Medical Professionals to upload the professional medical licenses, qualifications, and/or certificates required by the Medical Professional’s listed profession on SHIFTit Marketplace Platform. You must decide whether a particular Medical Professional is suited for the needs of your Healthcare Provider. The professional services of Medical Professionals on the SHIFTit Marketplace Platform (“Medical Services”) are provided solely by the Medical Professional; SHIFTit does not provide or warrant Medical Services or the authenticity or accuracy of any professional licenses, qualifications, and/or certificates uploaded by any Medical Professional; SHIFTit recommends that you independently verify with the appropriate professional boards, associations, and/or other organizations issuing all such professional licenses, qualifications, and/or certificates of any Medical Professional you wish to consider engaging for Medical Services.

By accessing or using the SHIFTit Marketplace Platform, any related Applications, and/or the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access the SHIFTit Marketplace Platform, any related Applications, or otherwise use the Services. These Terms supersede any and all prior agreements or arrangements with you regarding the use of the SHIFTit Marketplace Platform, any related Applications, and the Services. SHIFTit may immediately terminate these Terms or any Applications, the SHIFTit Marketplace Platform, and/or Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof at any time for any reason. SHIFTit reserves the right to modify these Terms in its sole discretion by posting any revised terms on its website, located at: https://shiftithealth.com/terms-of-use; in the event SHIFTit posts any new and/or modified Terms on its website, any usage of the SHIFTit Marketplace Platform, any related Applications, and/or the Services by you, or the passing of thirty (30) days from the posting of any new and/or modified Terms without any objection by you to any of the new and/or modified Terms, will constitute acceptance of any and all new and/or revised terms.

IMPORTANT: PLEASE BE ADVISED THAT THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND SHIFTIT CAN BE BROUGHT, INCLUDING THE ARBITRATION AGREEMENT (SEE SECTION 2 BELOW). PLEASE REVIEW THE ARBITRATION AGREEMENT BELOW CAREFULLY, AS IT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH SHIFTIT ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING ARBITRATION. BY AGREEING TO THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS HEREIN AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

2. Arbitration Agreement

(a) Agreement to Binding Arbitration Between You and SHIFTit.

(1) Covered Disputes: Except as expressly provided below in Section 2(b) (“Exceptions to Arbitration.”), you and SHIFTit agree that any dispute, claim, or controversy will be settled by binding individual arbitration between you and SHIFTit, and not in a court of law, so long as the dispute, claim, or controversy arises out of or relates to: (i) these Terms and prior versions of these Terms, or the existence, breach, termination, enforcement, interpretation, scope, waiver, or validity thereof; (ii) your access to or use of the Services at any time; (iii) incidents or accidents resulting in personal injury to you or anyone else that you allege occurred in connection with your use of the Services (including, but not limited to, your use of the SHIFTit Marketplace Platform or the SHIFTit App), regardless of whether the dispute, claim, or controversy occurred or accrued before or after the date you agreed to the Terms, and regardless of whether you allege that the personal injury was experienced by you or anyone else; and (iv) your relationship with SHIFTit. This Arbitration Agreement survives after your relationship with SHIFTit ends.

(2) Class Action and Mass Action Waiver: This Arbitration Agreement precludes you from bringing or participating in any kind of class, collective, coordinated, consolidated, mass, representative, and/or other kind of group, multi-plaintiff, or other joint action against SHIFTit. The parties expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a class, collective, coordinated, consolidated, and/or representative action, and any arbitrator appointed under these Terms will not have any authority to hear, arbitrate, or administer any class, collective, coordinated, consolidated, and/or representative action, or to award relief to anyone but the individual in arbitration. The parties expressly waive the right to seek, recover, or obtain any non-individual relief. The parties further agree that if for any reason a claim does not proceed in arbitration, this Class Action Waiver shall remain in effect, and a court may not preside over any action joining, coordinating, or consolidating the claims of multiple individuals against SHIFTit in a single proceeding.

(b) Exceptions to Arbitration.

Notwithstanding the foregoing, this Arbitration Agreement shall not require arbitration of the following claims: (i) individual claims brought in small claims court so long as the matter remains in such court and advances only on an individual basis; (ii) individual claims of sexual assault or sexual harassment occurring in connection with your use of the Services; or (iii) injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. Such claims may be brought and litigated in a court of competent jurisdiction by you on an individual basis only. The parties’ agreement not to require arbitration in these limited instances does not waive the enforceability of this Arbitration Agreement as to any other provision or the enforceability of this Arbitration Agreement as to any other controversy, claim, or dispute.

(c) Rules and Governing Law.

For disputes arising in or arbitrations to be located in California pursuant to these Terms, the arbitration will be administered by ADR Services, Inc. (“ADR”) in accordance with ADR’s Arbitration Rules (the “ADR Rules”) in effect at the time that the claim is brought, unless the parties agree otherwise in writing. The ADR Rules are available at www.adrservices.com or by searching for “ADR Arbitration Rules” using a service such as www.google.com or www.bing.com. The arbitration shall be heard by one arbitrator (the “Arbitrator”) selected in accordance with the ADR Rules.

For arbitrations to be located outside of California pursuant to these Terms (or for disputes arising in California if ADR cannot or will not administer the arbitration), the parties shall be required to meet and confer to select a neutral arbitration provider. Such an arbitration provider shall have operations in the state in which the arbitration is to be located pursuant to these Terms. Once the parties mutually agree upon a neutral arbitration provider or an arbitrator provider is appointed under 9 U.S.C. § 5 (applicable only if the parties fail to agree on an arbitration provider), the ensuing arbitration shall commence pursuant to the rules of the designated arbitration provider, and an Arbitrator shall be appointed. Regardless of the chosen arbitration provider, the Arbitrator must be either: (1) a retired judge; or (2) an attorney licensed to practice law in the state where the arbitration is conducted.

Any dispute, claim, or controversy arising out of or relating to incidents or accidents resulting in personal injury (including but not limited to sexual assault or harassment claims) that you allege occurred in connection with your use of the Services, whether before or after the date you agreed to the Terms, shall be governed by and construed in accordance with the laws of the state in which the incident or accident occurred.

(d) Process.

Pre-Arbitration Dispute Resolution and Notification. The parties agree that, before either party demands arbitration against the other, the parties will personally meet and confer, via telephone or in-person meeting, in a good-faith effort to directly resolve any claim covered by this Arbitration Agreement. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall be scheduled to occur within 60 days of the effective date of the notice. To notify SHIFTit that you intend to initiate an informal dispute resolution conference, such notice must be sent via certified mail to: SHIFTit, Corp., Attn: Legal Department, 8484 Wilshire Blvd., Suite 215 Beverly Hills, CA 90211, and it must include the name, the telephone number(s) and email address(es) associated with the SHIFTit account at issue (if any), and a description of the claim(s). Engaging in an informal dispute resolution conference is a condition precedent that must be fulfilled before initiating arbitration.

Initiating Arbitration. In order to initiate arbitration following the conclusion of the informal dispute resolution process, a party must provide the other party with notice of its intent to initiate arbitration under these terms and file the demand for arbitration with a suitable arbitration provider in accordance with these Terms. A party initiating an arbitration against SHIFTit must send the written demand for arbitration to: SHIFTit, Corp., Attn: Legal Department, 8484 Wilshire Blvd., Suite 215 Beverly Hills, CA 90211. Additionally, a party initiating arbitration against SHIFTit must send an electronic version of the as-filed demand for arbitration to SHIFTit, via email to: filed-arbitration-demands@SHIFTit.health.

Unless you and SHIFTit agree otherwise, the arbitration will be conducted in the state of California. Your right to a hearing will be determined by the applicable arbitration provider’s rules. Judgment on the arbitration award may be entered in any court of competent jurisdiction. An arbitrator’s decision shall be final and binding on all parties. The arbitrator may award reasonable costs incurred in the arbitration to the prevailing party in accordance with the law(s) of the state in which arbitration is held. With the exception of the provisions governing payment of arbitration costs set forth above, your responsibility to pay any filing, administrative, and arbitrator fees will be solely as set forth in the applicable arbitration provider’s rules and in an amount up to the amount you would be required to pay if you filed a claim in court.

CALIFORNIA PAGA INDIVIDUAL ACTION REQUIREMENT. By using the SHIFTit Marketplace Platform or any Applications, all Healthcare Providers, Medical Professionals, and SHIFTit, agree to arbitrate California Private Attorney General Act (“PAGA”) claims on an individual basis only. Therefore, any claim by under PAGA to recover civil penalties or other relief from alleged violations must be arbitrated under this Agreement. The arbitrator is without authority to preside over any PAGA claim brought on behalf of other putative aggrieved employees or other claim joined by or consolidated with another person’s or entity’s PAGA claim. Notwithstanding anything herein to the contrary, any dispute between the parties referenced herein regarding whether this California PAGA Individual Action Requirement is unenforceable, unconscionable, illegal, void, or voidable shall be submitted for resolution to a court of competent jurisdiction. This

California PAGA Individual Action Requirement clause will be severable from this Agreement if there is a final judicial determination that it is invalid, unenforceable, unconscionable, void, or voidable. In such case, the PAGA action must be litigated in a civil court of competent jurisdiction — not in arbitration — but the portion of the PAGA Individual Action Requirement that is enforceable will be enforced in arbitration.

3. The Marketplace Platform & Services

The SHIFTit Martetplace Platform is an online venue that connects Medical Professionals who are willing to fill short-term staffing positions with Healthcare Providers seeking to contract with Medical Professionals for short-term staffing positions for the provisioning of Medical Services. Among other things, SHIFTit Marketplace Platform enables you to discover and receive: (i) services rendered by SHIFTit that facilitate your requests to independent third-party Medical Professionals and Healthcare Facilities, for purposes of, requesting, staffing, and scheduling of Medical Professionals to provide Medical Services, and enabling Medical Professionals to register and make themselves available to Healthcare Providers to be scheduled for their staffing needs; (ii) related personalized content, including features, recommendations, and advertisements for products or services tailored to your needs and interests; and (iii) any supporting services, including payment processing and customer support. Unless otherwise agreed to by SHIFTit in a separate written agreement with you, the Services are made available solely for your personal use.

YOU ACKNOWLEDGE THAT YOUR ABILITY TO USE THE SHIFTIT MARKETPLACE PLATFORM, ANY RELATED APPLICATIONS, AND/OR THE SERVICES, AND IF APPLICABLE, TO COMMUNICATE WITH MEDICAL PROFESSIONALS AND HEALTHCARE PROVIDERS IN CONNECTION WITH THE USE OF SHIFTIT MARKETPLACE PLATFORM AND SERVICES, DOES NOT ESTABLISH SHIFTIT AS A HEALTHCARE PROVIDER OR MEDICAL PROFESSIONAL. FOR AVOIDANCE OF DOUBT, SHIFTIT, THE SHIFTIT MARKETPLACE PLATFORM, AND/OR ANY RELATED APPLICATIONS, ARE NOT A HEALTHCARE PROVIDER OR MEDICAL PROFESSIONAL (AS DEFINED IN THESE TERMS), AND DO NOT PROVIDE ANY MEDICAL SERVICES (AS DEFINED IN THESE TERMS). THE USE OF SHIFTIT MARKETPLACE PLATFORM IS ONLY OPEN TO HOLDERS OF REGISTERED ACCOUNTS FOR THE SHIFTIT MARKETPLACE PLATFORM AND NOT TO THE GENERAL PUBLIC. YOU ACKNOWLEDGE THAT HEALTHCARE PROVIDERS AND MEDICAL PROFESSIONALS ARE NOT ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, EMPLOYEES, OR CONTRACTORS OF SHIFTIT.

(a) License to Use Applications, Services, and the SHIFTit Marketplace Platform.

Subject to your compliance with these Terms, SHIFTit grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Applications on your personal device solely in connection with your use of the SHIFTit Marketplace Platform and the Services; and (ii) access and use any content, information, and related materials that may be made available through the Services, including the SHIFTit Marketplace Platform and any related Applications, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by SHIFTit and SHIFTit licensors.

(b) Restrictions on License.

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the SHIFTit Marketplace Platform, any related Applications, and/or the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the SHIFTit Marketplace Platform, any related Applications, and/or the Services except as expressly permitted by SHIFTit; (iii) decompile, reverse engineer or disassemble the SHIFTit Marketplace Platform, any related Applications, and/or the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion the SHIFTit Marketplace Platform, any related Applications, and/or the Services; (v) cause or launch any programs or scripts for the purpose of unduly burdening or hindering the operation and/or functionality of any aspect of the SHIFTit Marketplace Platform, any related Applications, and/or the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the SHIFTit Marketplace Platform, any related Applications, and/or the Services or its related systems or networks.

(c) No Other Agency, Endorsement, or Sponsorship.

SHIFTit does not provide and is not responsible for any advice, information, products, or Medical Services from any Medical Professional or Healthcare Provider. Neither Healthcare Providers nor Medical Professionals are employees, contractors, agents, or representatives of SHIFTit, nor is SHIFTit the employee, employer, contractor, agent, or representative of any Medical Professional or Healthcare Provider. Any reference to any services, products, or other information by trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement or sponsorship by SHIFTit. The provisioning of all Medical Services by a Healthcare Provider or Medical Professional by you through the SHIFTit Marketplace Platform, any related Applications, and/or the Services, is governed by an agreement between the Healthcare Provider or Medical Professional and you for those specific services.

(d) Third-Party Services and Content.

The SHIFTit Marketplace Platform, any related Applications, and/or the Services may be made available or accessed in connection with third-party services and content (including advertising) that SHIFTit does not control. Once you click on a link to third-party services or content, you will be subject to the terms and conditions and privacy policy of that website, destination, or third-party service provider. SHIFTit will not warn you that you have left the SHIFTit Marketplace Platform, any related Applications, and/or the Services, or that you are subject to the terms and conditions (including privacy policies) of another website, destination, or third-party service provider. You use all links on third-party websites and advertisements at your own risk, as these are not part of the SHIFTit Marketplace Platform, any related Applications, and/or the Services, and are not controlled by SHIFTit. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party services and content. SHIFTit does not endorse such third-party services and content, and in no event shall SHIFTit be responsible or liable for any products or services of such third-party providers.

SHIFTit uses a third party for payment processing, Stripe (see https://stripe.com) (“Payment Processor”). By using the SHIFTit Marketplace Platform, any related Applications, and/or the Services, you agree to the terms, conditions, and privacy policy currently in use by the Payment Processor with respect to processing any payments made by you for the Services.

(e) App Stores.

You acknowledge and agree that the availability of the SHIFTit Marketplace Platform, any related Applications, and/or the Services may be dependent on the third-party from which you received the Application’s license, e.g., the Apple or Google app stores, or other similar such platforms for purchasing, downloading, and installing applications on devices (“App Store”). You acknowledge and agree that these Terms are between you and SHIFTit and not with any App Store, and that SHIFTit is responsible for the provisioning of the SHIFTit Marketplace Platform, any related Applications, and/or the Services as described in these Terms. However, if you downloaded an Application from an App Store, the company providing any particular App Store and its parents or subsidiaries, if any, are third-party beneficiaries of these Terms. Upon your acceptance of these Terms, any such owner of an App Store you have used shall have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. These Terms incorporate by reference any end-user license agreements applicable to any App Store used by you to receive the Application’s license, for purposes of which, you are “the end-user.” In the event of a conflict between any such App Store terms and these Terms, these Terms will control.

(f) Ownership.

The SHIFTit Marketplace Platform, any related Applications, and/or the Services and all rights therein are and shall remain SHIFTit property or the property of SHIFTit licensors. Neither these Terms nor your use of the SHIFTit Marketplace Platform, any related Applications, and/or the Services convey or grant to you any rights in or related to the SHIFTit Marketplace Platform, any related Applications, and/or the Services, except for the limited license granted above. You agree that you will not use SHIFTit trademarks, service marks, or trade dress or any similar names, marks, or trade dress (“SHIFTit Marks”), aside from use incidental to your use of the SHIFTit Marketplace Platform, any related Applications, and/or the Services, without express, written permission from SHIFTit. This prohibition on using SHIFTit Marks includes, but is not limited to, use in domain names, websites, and social media accounts.

4. Access and Use of the Services

(a) User Accounts.

In order to use most aspects of the SHIFTit Marketplace Platform, any related Applications, and/or the Services, you must register for and maintain an active personal user Services account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. You cannot register for or maintain an Account if you have previously been banned from accessing or using the SHIFTit Marketplace Platform, any related Applications, and/or the Services, or if you are determined to have breached these Terms at any time. Account registration requires you to submit to SHIFTit certain personal information, such as your name, address, mobile phone number, and age, as well as at least one valid payment method supported by SHIFTit. For more information regarding SHIFTit’s use of your personal information, please see our Privacy Notice, located at: https://shiftithealth.com/privacy-policy. You agree that you are responsible for the accuracy of and will maintain accurate, complete, and up-to-date information in your Account, including a valid phone number, address, payment method, and, if applicable, any required documents relating to professional licensing or other qualifications. SHIFTit, using primary or secondary sources including state licensure boards, will verify your education, professional licenses, certifications, and/or other professional credentials as applicable and appropriate for the Medical Services to be provided. You authorize SHIFTit to perform the verification measures described herein and any other measures necessary in relation to establishing an Account and providing Medical Services for any Healthcare Provider. Your failure to comply with these Terms (including policies and supplemental terms), including, without limitation, your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the SHIFTit Marketplace Platform, any related Applications, and/or the Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by SHIFTit in writing, you may only possess one Account.

(b) Additional Requirements for Healthcare Provider Accounts.

In addition to the requirements set forth in Section 4(a) above, Healthcare Providers must provide additional information and meet the following requirements:

  • Proof of any required state and/or federal licensing and/or qualifications for the type of Medical Services offered and/or requested by the Healthcare Provider

  • Facility/Company name and contact information

  • Payment/credit card information

  • Proof of applicable insurance as required under these Terms

  • Any other requirements and/or additional information requested by SHIFTit

SHIFTit reserves the right to now allow you to establish an Account, accept a request on or otherwise use the SHIFTit Marketplace Platform, or take any other action permitted under applicable law, based on its evaluation of the results of any checks or verifications performed pursuant to these Terms.

(c) Text Messaging and Telephone Calls.

You agree that SHIFTit and its subsidiaries, representatives, affiliates, officers, and directors may contact you by telephone or text message (including by an automatic telephone dialing system and/or with an artificial or pre-recorded voice) at any of the phone numbers provided by you or on your behalf in connection with your Account, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any property, goods, or Services. You also understand that you may opt out of receiving text messages from SHIFTit at any time by replying “STOP” using the mobile device that is receiving the messages or by mailing SHIFTit a written request to opt-out pursuant to the requirements of Section 7(g) (“Notice.”). If you do not choose to opt out and send effective notice to SHIFTit to opt out, SHIFTit may contact you as outlined in its Privacy Notice. You agree that SHIFTit may contact you using any of the phone numbers you provided in connection with your Account (including via text or voice-recorded message) or your email address in the case of any suspected fraud or unlawful activity. SHIFTit may, without further notice or warning and in its sole discretion, monitor or record telephone conversations that it has with you, or anyone acting on your behalf or otherwise relating to the SHIFTit Marketplace Platform, any related Applications, and/or the Services, for the business purposes of quality control, training, and to otherwise protect its rights. SHIFTit may, without further notice or warning and in its sole discretion, access, store, use, and disclose the messages, call transcripts, and any other data related to calls, messages, or other similar such communications.

(d) User Content.

SHIFTit may, in its sole discretion, permit you from time to time to submit, upload, publish, or otherwise make available to SHIFTit through the SHIFTit Marketplace Platform, any related Applications, and/or the Services, certain textual, audio, and/or visual content and information, and/or submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property; however, by providing User Content to SHIFTit, you grant SHIFTit a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the SHIFTit Marketplace Platform, any related Applications, and/or the Services, and any SHIFTit business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents, and releases necessary to grant SHIFTit the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing, or otherwise making available of such User Content, nor SHIFTit’s use of the User Content as permitted herein will infringe, misappropriate, or violate a third-party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by SHIFTit in its sole discretion, whether or not such material may be protected by law. SHIFTit may, but shall not be obligated to, review, monitor, and remove User Content, at SHIFTit’s sole discretion and at any time and for any reason, without notice to you.

(e) Prohibited Conduct On SHIFTit Applications, SHIFTit Marketplace Platform, and the SHIFTit website.

You may not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or architectural framework for the SHIFTit Marketplace Platform, any related Applications, and/or the Services (except to the extent specifically permitted by applicable law). You may not access, download, monitor, or copy any information or content contained on or in the SHIFTit Marketplace Platform, any related Applications, and/or the Services, through automated or artificial means (including but not limited to: screen and database scraping, spiders/bots/crawlers or other such similar processes, whether manual or automatic), or in any way obtain or attempt to obtain any content or information through any means that SHIFTit does not intentionally make available through the SHIFTit Marketplace Platform, any related Applications, and/or the Services. You may not use or attempt to use the SHIFTit Marketplace Platform, any related Applications, and/or the Services through any means not explicitly and intentionally made available to you, including, but not limited to, attempting to gain unauthorized access to any portion of the SHIFTit Marketplace Platform, any related Applications, and/or the Services, or any other systems related to the same. You may not use or access the SHIFTit Marketplace Platform, any related Applications, and/or the Services in any manner that could damage, disable, overburden, or the SHIFTit Marketplace Platform, any related Applications, and/or the Services, or that could interfere with the rights of or otherwise harm SHIFTit. SHIFTit reserves the right and has sole discretion to determine what usage(s) of the SHIFTit Marketplace Platform, any related Applications, and/or the Services are appropriate, and SHIFTit may take necessary actions to ensure that the SHIFTit Marketplace Platform, any related Applications, and/or the Services are not used in a manner expressly prohibited above or any other use determined by SHIFTit to be an inappropriate use of the same.

(f) Non-Circumvent.

Notwithstanding any other provision of these Terms, you, whether as a user seeking to use the SHIFTit Marketplace Platform, any related Applications, and/or the Services to locate a Medical Professional, or as Medical Professional seeking to use the SHIFTit Marketplace Platform, any related Applications, and/or the Services to market your own Medical Services, you hereby agree to not circumvent or otherwise misappropriate the SHIFTit Marketplace Platform, any related Applications, and/or the Services by, outside the scope and means of the SHIFTit Marketplace Platform, any related Applications, and/or the Services, scheduling and/or contracting for Medical Services or additional Medical Services from any Healthcare Provider or Medical Professional which you contacted on the SHIFTit Marketplace Platform, any related Applications, and/or the Services, whether directly or indirectly.

(g) User Feedback.

As SHIFTit respects your rights to your ideas, you agree that you will not submit any confidential ideas, information, or suggestions in any form to SHIFTit or any of its affiliates. For any ideas, information, or suggestions you do submit, regardless of what your communication regarding your submissions says, you understand that your submissions are voluntary, and the following terms shall apply to your submissions: (i) your submissions and their contents, including any intellectual property created by those contents, will automatically become the property of SHIFTit, without any compensation to you; (ii) SHIFTit has no obligation to review your submissions; (iii) SHIFTit may implement and distribute any portion of your submissions and their contents for any purpose in any way, without any compensation to you; and (iv) SHIFTit has no obligation to keep your submissions confidential.

(h) Network Access and Devices.

You are responsible for obtaining the data network access necessary to use the SHIFTit Marketplace Platform, any related Applications, and/or the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the SHIFTit Marketplace Platform, any related Applications, and/or the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the SHIFTit Marketplace Platform, any related Applications, and/or the Services and any updates thereto. SHIFTit does not guarantee that the SHIFTit Marketplace Platform, any related Applications, and/or the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the SHIFTit Marketplace Platform, any related Applications, and/or the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

5. Payment and Cancellation

(a) Payment.

You understand that use of the SHIFTit Marketplace Platform, any related Applications, and/or the Services may result in charges to you for the Medical Services provided or Medical Services you receive from Healthcare Providers or Medical Professionals through the SHIFTit Marketplace Platform (“Charges”). SHIFTit will enable your payment of the applicable Charges for Medical Services provided or Medical Services received through your use of the SHIFTit Marketplace Platform, any related Applications, and/or the Services. Charges will include applicable taxes where required by law. To the extent applicable, any and all amounts payable under these Terms are exclusive of any value-added, sales, use, excise, and other similar such taxes; you are solely responsible for paying all applicable taxes. Charges may include other applicable fees such as Platform fees (including but not limited to an access fee charged to Healthcare Providers and Medical Professionals using the platform to obtain or provide Medical Services thereon), service fees, incomplete Medical Services return fees, cancellation fees, government-mandated fees (if applicable), estimated or actual overtime hours provided, and/or surcharges. Further, you acknowledge and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand or due to other marketplace factors such as COVID hazard pay. All Charges and payments will be enabled by SHIFTit using the preferred payment method designated in your Account, after which you will receive a receipt. If your primary Account payment method is determined to be expired, invalid, or otherwise not able to be charged, you agree that SHIFTit may use a secondary payment method in your Account, if available. In the event that there is no valid payment method designated in your Account, you will be unable to procure or provide Medical Services through the SHIFTit Marketplace Platform or any related Applications until a valid payment method is added to your Account. Charges paid by you are final and non-refundable, unless otherwise determined by SHIFTit. As between you and SHIFTit, SHIFTit reserves the right to establish or adjust Charges for any or all Medical Services obtained through the use of the SHIFTit Marketplace Platform, any related Applications, and/or the Services at any time. SHIFTit will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. Certain Accounts may from time to time receive promotional offers and discounts that may result in different amounts charged for the same or similar Medical Services obtained through the use of the SHIFTit Marketplace Platform, any related Applications, and/or the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the SHIFTit Marketplace Platform, any related Applications, and/or the Services, or the Charges applied to you. Promotional offers and discounts are subject to change or withdrawal at any time and without notice. You may elect to cancel your request for Medical Services at any time prior to the commencement of such Medical Services, in which case you may be charged a cancellation fee on behalf of the Healthcare Provide or Medical Professional whose services were the subject of your cancellation request.

Base wages paid to Medical Professionals are entirely at the discretion of the Health Care Provider. SHIFTit does not establish wages paid to Medical Professionals. In additional to the wages paid to the Medical Professional, SHIFTit will charge fees to the Health Care Provider for use of the SHIFTit Marketplace Platform; these fees will be established by SHIFTit at the time a Health Care Provider posts a shift to the SHIFTit Marketplace Platform, and can be changed in SHIFTit’s discretion with 30 days’ notice to the Health Care Provider. SHIFTit will collect payment of those charges from you on the Medical Professional’s behalf as their limited payment collection agent, and payment of the Charges shall be considered the same as payment made directly by you to the Medical Professional. In such cases, you retain the right to request lower Charges from a Medical Professional for Medical Services received by you from such Medical Professional at the time you receive such Medical Services, and Charges you incur will be owed to the Medical Professional. SHIFTit will consider in good faith any request from a Medical Professional to modify the Charges for a particular Medical Service. This payment structure is intended to fully compensate a Medical Professional, if applicable, for the Medical Services obtained in connection with your use of the Services. There also may be certain Charges you incur that will be owed and paid directly to SHIFTit and/or its affiliates. For the avoidance of doubt, SHIFTit does not charge a fee for you to access the SHIFTit Marketplace Platform, any related Applications, and/or the Services, but SHIFTit may charge you a fee or any other Charge for accessing Medical Services made available through the SHIFTit Marketplace Platform or any related Applications. Even if not indicated on the SHIFTit Marketplace Platform, any related Applications, and/or the Services, you understand that the fees for Medical Services displayed through the SHIFTit Marketplace Platform, any related Applications, and/or the Services, may differ from the fees offered or published by Medical Professionals or Healthcare Providers for the same Medical Services and/or from the fees available for similar Medical Services at other websites or mobile applications. If you think a correction should be made to any Charges you incur, you must let SHIFTit know in writing within thirty (30) days of the date the Charge posted to your method of payment on file for your Account, or you waive your right to later dispute the amounts charged. SHIFTit will have no further responsibility with respect to refunding or canceling said Charge.

When you create an account, you may be required to provide valid credit card information or automated clearinghouse (“ACH”) information. By providing any such credit card and/or payment information, you hereby authorize SHIFTit and its third-party payment processor to immediately charge your credit card and/or account for all charges due to SHIFTit, and you hereby agree that no additional notice or consent is required. SHIFTit cannot control, and hereby disclaims all liability associated with, any fees that may be charged by your bank in relation to the collection of payments to SHIFTit. You agree to immediately notify SHIFTit of any changes in your payment information, including but not limited to your billing address used for payment hereunder. You acknowledge that SHIFTit is facilitating payments between a Health Care Provider and a Medical Professional for services rendered by the Medical Professional.

Medical Professionals will receive, from SHIFTit, the applicable service fees due to the Medical Professional for Medical Services rendered in conjunction with a shift accepted by the Medical Professional through the SHIFTit Marketplace Platform, less a fee designated within the SHIFTit Marketplace Platform for access to and use of the SHIFTit Marketplace Platform. You will enter your current bank account information when you create your account, and you agree that SHIFTit and its third-party payment processors may transfer to such bank account any applicable service fees you are owed, less the fee due to SHIFTit, if any, with respect to each completed shift that you perform where you provide Medical Services to a Healthcare Provider after accepting a shift posted on the SHIFTit Marketplace Platform.

(b) Termination or Cancellation of Account.

SHIFTit reserves the right to terminate, block, or suspend, with or without notice to you, your access to and use of the SHIFTit Marketplace Platform in the event of: i) your failure to make any payment when due under these Terms, or ii) your breach of these Terms. Any such termination, blockage, or suspension will be without prejudice to any other rights or remedies available to SHIFTit under these Terms or applicable laws. You may request that SHIFTit delete your account to use the SHIFTit Marketplace Platform and/or any of your information pursuant to the policies and procedures of the SHIFTit Privacy Policy.

6. Disclaimers; Limitation of Liability; Indemnity; Insurance; HIPAA

(a) Disclaimer.

THE SHIFTIT MARKETPLACE PLATFORM, ANY RELATED APPLICATIONS, AND/OR THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SHIFTIT DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, SHIFTIT MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY OF SERVICE, SUITABILITY, OR AVAILABILITY OF THE SHIFTIT MARKETPLACE PLATFORM, ANY RELATED APPLICATIONS, AND/OR THE SERVICES, OR ANY MEDICAL SERVICES PROVIDED OR RECEIVED THROUGH THE USE OF THE SHIFTIT MARKETPLACE PLATFORM, ANY RELATED APPLICATIONS, AND/OR THE SERVICES, OR THAT THE SHIFTIT MARKETPLACE PLATFORM, ANY RELATED APPLICATIONS, AND/OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SHIFTIT DOES NOT GUARANTEE OR WARRANT THE QUALITY OF MEDICAL SERVICES, SUITABILITY, SAFETY, OR ABILITY OF MEDICAL PROFESSIONALS OR HEALTHCARE PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SHIFTIT MARKETPLACE PLATFORM, ANY RELATED APPLICATIONS, AND/OR THE SERVICES, AND ANY MEDICAL SERVICES PROVIDED OR RECEIVED FROM HEALTHCARE PROVIDERS OR MEDICAL PROFESSIONALS IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. SHIFTIT DOES NOT CONTROL, MANAGE, OR DIRECT ANY HEALTHCARE PROVIDERS OR MEDICAL PROFESSIONALS. NEITHER HEALTHCARE PROVIDERS NOR MEDICAL PROFESSIONALS ARE ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, EMPLOYEES, OR CONTRACTORS OF SHIFTIT. SHIFTIT DOES NOT CONTROL, ENDORSE, OR TAKE RESPONSIBILITY FOR ANY USER CONTENT OR THIRD-PARTY CONTENT MADE AVAILABLE OR LINKED TO BY THE SHIFTIT MARKETPLACE PLATFORM, ANY RELATED APPLICATIONS, AND/OR THE SERVICES. SHIFTIT CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SHIFTIT MARKETPLACE PLATFORM, ANY RELATED APPLICATIONS, AND/OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Information appearing on the SHIFTit Marketplace Platform, any related Applications, and/or the Services, is intended solely as a general educational aid. It is not intended as medical or healthcare advice, or to be used for medical diagnosis or treatment, for any individual problem. It is also not intended as a substitute for professional advice and services from a Medical Professional or Healthcare Provider. Your use of the SHIFTit Marketplace Platform, any related Applications, and/or the Services are subject to the additional disclaimers and caveats that may appear throughout the SHIFTit Marketplace Platform, any related Applications, and/or the Services. SHIFTit assumes no responsibility for any consequence relating directly or indirectly to any action or inaction you take based on the information, Medical Services, or other material available on the SHIFTit Marketplace Platform, any related Applications, and/or the Services. While SHIFTit strives to keep the information on the SHIFTit Marketplace Platform, any related Applications, and/or the Services, accurate, complete, and up to date, SHIFTit cannot guarantee, and will not be responsible for, any damage or loss related to the accuracy, completeness, or timeliness of any such information.

(b) Limitation of Liability.

SHIFTIT SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE, RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SHIFTIT MARKETPLACE PLATFORM, ANY RELATED APPLICATIONS, AND/OR THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF SHIFTIT, EVEN IF SHIFTIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SHIFTIT SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY, OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SHIFTIT MARKETPLACE PLATFORM, ANY RELATED APPLICATIONS, AND/OR THE SERVICES, OR YOUR INABILITY TO ACCESS OR USE THE SHIFTIT MARKETPLACE PLATFORM, ANY RELATED APPLICATIONS, AND/OR THE SERVICES; OR (ii) ANY MEDICAL SERVICES, TRANSACTIONS, OR OTHER RELATIONSHIP BETWEEN YOU AND ANY MEDICAL PROFESSIONAL OR HEALTHCARE PROVIDER, EVEN IF SHIFTIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SHIFTIT SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND SHIFTIT’S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT MEDICAL PROFESSIONALS AND HEALTCHARE PROVIDERS PROVIDING MEDICAL SERVICES REQUESTED THROUGH THE SHIFTIT MARKETPLACE PLATFORM, ANY RELATED APPLICATIONS, AND/OR THE SERVICES, MAY OFFER CAREGIVING SERVICES OR PEER-TO-PEER CAREGIVING SERVICES, AND MAY NOT BE PROFESSIONALLY LICENSED. YOU ACKNOWLEDGE THAT MEDICAL PROFESSIONALS AND HEALTCHARE ARE NOT OSTENSIBLE AGENTS, APPARENT AGENTS, ACTUAL AGENTS, EMPLOYEES, OR CONTRACTORS OF SHIFTIT. THE SERVICES MAY BE USED BY YOU TO REQUEST MEDICAL SERVICES WITH MEDICAL PROFESSIONALS OR HEALTCHARE PROVIDERS, BUT YOU AGREE THAT SHIFTIT HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY HEALTHCARE STAFFING NEEDS, WHETHER PROVIDED OR NOT PROVIDED TO YOU BY MEDICAL PROFESSIONALS OR HEALTHCARE PROVIDERS, OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS. THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER ANY OF YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, SHIFTIT LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON THE SHIFTIT CHOICE OF LAW PROVISION SET FORTH BELOW.

(c) Limitations of Actions Brought Against SHIFTit. You agree that any claim or cause of action brought against SHIFTit pursuant to these Terms and arising out of your use of the SHIFTit Marketplace Platform, any related Applications, the Services, any Medical Services, or these Terms must be filed within one (1) year after such claim or cause of action arose, or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary, unless such limitation is prohibited by law in the jurisdiction governing your use of these Terms.

(d) Indemnification by Professional.

All Medical Professionals, by using the SHIFTit Marketplace Platform or any Applications, hereby agree to indemnify, hold harmless, and defend SHIFTit, its affiliates and their respective trustees, officers, agents, and employees from any claim, action, investigation, or proceeding (“Claim”) arising out of or related to any Medical Services performed in connection with a request for such services through the SHIFTit Marketplace Platform, including but not limited to: (i) any Claim that you were misclassified as an independent contractor; (ii) any liabilities arising from a determination by a court, arbitrator, government agency, or other body that you were misclassified (including, but not limited to taxes, penalties, interest, and attorney’s fees); (iii) any Claim that SHIFTit was your employer or joint employer, including Claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment, or retaliation; (iv) any Claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, workers’ compensation benefits, unemployment benefits, or any other employee benefits; (v) any Claims related to violations of Federal Privacy Regulations or any other state or federal laws applicable to fulfillment of any Medical Services; (vi) any Claims related to withholding or payment of taxes or contributions, including penalties and interest; and (vii) any Claims related to the provisioning of Medical Services, including personal injury, death, property damage or any of actions or inactions in the performance of such Medical Services. Further, all Medical Professionals and SHIFTit hereby agree to indemnify and hold the other party from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any claim, demand, or action brought against the other party by a third party alleging that the other party’s gross negligence caused or contributed to such claim, demand, or action.

(e) Indemnification by Healthcare Provider.

(f) Occupational Accident Insurance / Professional Malpractice Insurance.

Medical Professionals and Healthcare Providers must add SHIFTit as a named additional insured on any and all applicable occupational and/or professional malpractice insurance as required for the type of Medical Services generally provided by the Medical Professional or Healthcare Provider, and submit proof of insurance showing SHIFTit as an additional insured by emailing such proof of insurance to SHIFTit at: insurance@SHIFTit.health. Medical Professionals and Healthcare Providers using the SHIFTit Marketplace Platform, any related Applications, and/or the Services, hereby agree to indemnify SHIFTit and any of its shareholders, officers, directors, employees, contractors, agents, representatives, parents, subsidiaries, affiliates, or any other similar such related party, from: (i) any and all claims and causes of action arising from or relating to any deficiency in the Medical Professional’s or Healthcare Provider’s insurance coverage required under these Terms, (ii) failure of a Medical Professional or Healthcare Provider to obtain insurance as required under these Terms, and/or (iii) any misrepresentation, falsification of documents, or other such fraudulent representation of any Medical Professional or Healthcare Provider pertaining to the acquisition and/or maintenance of insurance coverage as required under this Terms.

(g) HIPAA

As of the revision date of these Terms, a mutual HIPAA Privacy Agreement is entered into by and between each party to these Terms. Each party recognizes that, in the course of their business relationship, that they will from time to time act as either a “Covered Entity” or Business Associate,” each with the meaning as defined in 45 CFR 160.103, as the case may be. This HIPAA Privacy Agreement will remain in effect for the duration of these Terms and will apply to all of the Medical Services delivered by any Business Associate pursuant to these Terms. In the event Business Associate creates, receives, maintains, or otherwise is exposed to personally identifiable or aggregate patient or other medical information defined as Protected Health Information (“PHI”) in the Health Insurance Portability and Accountability Act of 1996 or its relevant regulations (“HIPAA”) and otherwise meets the definition of Business Associate as defined in the HIPAA Privacy Standards, Business Associate will:

  • Recognize that HITECH (the Health Information Technology for Economic and Clinical Health Act of 2009) and the regulations thereunder (including 45 C.F.R. Sections 164.308, 164.310, 164.312, and 164.316), apply to a business associate of a covered entity in the same manner that such sections apply to the covered entity;

  • Not use or further disclose the PHI, except as permitted by law;

  • Not use or further disclose the PHI in a manner that had the Covered Entity done so, would violate the requirements of HIPAA;

  • Use appropriate safeguards (including implementing administrative, physical, and technical safeguards for electronic PHI) to protect the confidentiality, integrity, and availability of and to prevent the use or disclosure of the PHI other than as provided for by this Agreement;

  • Comply with each applicable requirements of 45 C.F.R. Part 162 if the Business Associate conducts Standard Transactions for or on behalf of the Covered Entity;

  • Report promptly to the Covered Entity any security incident or other use or disclosure of PHI not provided for by this Agreement of which Business Associate becomes aware;

  • This Agreement serves to ensure that any subcontractors or agents who receive or are exposed to PHI (whether in electronic or other format) are explained the Business Associate obligations under this paragraph and agree to the same restrictions and conditions;

  • Make available PHI in accordance with the individual’s rights as required under the HIPAA regulations;

  • Account for PHI disclosures for up to the past six (6) years as requested by Covered Entity, which shall include:(i) dates of disclosure, (ii) names of the entities or persons who received the PHI, (iii) a brief description of the PHI disclosed, and (iv) a brief statement of the purpose and basis of such disclosure;

  • Make its internal practices, books, and records that relate to the use and disclosure of PHI available to the U.S.Secretary of Health and Human Services for purposes of determining Customer’s compliance with HIPAA; and

  • Incorporate any amendments or corrections to PHI when notified by Customer or enter into a Business AssociateAgreement or other necessary Agreements to comply with HIPAA.

Notwithstanding any other provision of this Agreement, Covered Entity may immediately terminate this Agreement if it determines that Business Associate breaches any term in this Agreement. Alternatively, Covered Entity may give written notice to Business Associate in the event of a breach and give Business Associate five (5) business days to cure such breach. Covered Entity shall also have the option to immediately stop all further disclosures of PHI to Business Associate if Covered Entity reasonably determines that Business Associate has breached its obligations under this Agreement. In the event that termination of this Agreement and the Agreement is not feasible, Business Associate hereby acknowledges that the Covered Entity shall be required to report the breach to the Secretary of the U.S. Department of Health and Human Services, notwithstanding any other provision of this Agreement or Agreement to the contrary.

Upon the termination of this Agreement, unless otherwise directed by Covered Entity, Business Associate shall either return or destroy all PHI received from the Covered Entity or created or received by Business Associate on behalf of the Covered Entity in which Business Associate maintains in any form. Business Associate shall not retain any copies of such PHI. Notwithstanding the foregoing, in the event that Business Associate determines that returning or destroying the PHI is infeasible upon termination of this Agreement, Business Associate shall provide to Covered Entity notification of the condition that makes return or destruction infeasible. To the extent that it is not feasible for Business Associate to return or destroy such PHI, the terms and provisions of this Agreement shall survive such termination or expiration and such PHI shall be used or disclosed solely as permitted by law for so long as Business Associate maintains such Protected Health Information.

7. Other Provisions

(a) Choice of Law.

These Terms shall be governed by and construed in accordance with the laws of the state in which your dispute arises, without regard to the choice or conflict of law principles of any jurisdiction, except as may be otherwise provided in the Arbitration Agreement in Section 2 above or in supplemental terms applicable to your region. This Choice of Law provision applies only to the interpretation of these Terms, and these provisions shall not be interpreted as generally extending any state’s law to you if your dispute did not arise in that state. Any dispute, claim, or controversy arising out of or relating to incidents or accidents resulting in personal injury (including but not limited to sexual assault or harassment claims) that you allege occurred in connection with your use of the SHIFTit Marketplace Platform, any related Applications, the Services and/or any Medical Services, whether before or after the date you agreed to the Terms, shall be governed by and construed in accordance with the laws of the state in which the incident or accident occurred.

(b) Choice of Forum.

Any dispute, claim, or controversy arising out of or relating to these Terms or the existence, breach, termination, enforcement, interpretation, or validity thereof shall be brought exclusively in the state and federal courts of the state of California, claim or controversy arose, notwithstanding that other courts may have jurisdiction over the parties and subject matter, except as may be otherwise provided by the Arbitration Agreement above or in supplemental terms applicable to your region. Notwithstanding the foregoing, any dispute, claim, or controversy arising out of or relating to incidents or accidents resulting in personal injury (including but not limited to sexual assault or harassment claims) that you allege occurred in connection with your use of the SHIFTit Marketplace Platform, any related Applications, the Services, and/or any Medical Services, whether before or after the date you agreed to the Terms, shall be brought exclusively in the state or federal courts in the State of California, notwithstanding that other courts may have jurisdiction over the parties and subject matter, and except as may be otherwise provided in the Arbitration Agreement above or in supplemental terms applicable to your region, to the extent permitted by law. The foregoing Choice of Law and Choice of Forum provisions do not apply to disputes governed by the Arbitration Agreement in Section 2 of these Terms.

(c) Claims of Copyright Infringement.

Claims of copyright infringement should be sent to SHIFTit at the contact information listed in the SHIFTit Copyright Terms located at:  https://www.shiftithealth.com/copyright-policy for the designated address and additional information.

(d) Assignment, Severability, Waiver.

You may not assign these Terms without SHIFTit’s prior written approval. SHIFTit may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of SHIFTit equity, business, or assets; or (iii) a successor by merger. Any purported assignment by you in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, SHIFTit, or any Medical Professional or Healthcare Provider as a result of these Terms or use of the SHIFTit Marketplace Platform, any related Applications, the Services, and/or the Medical Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced to the fullest extent under law. SHIFTit’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by SHIFTit in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of these Terms.

(e) Remedies. 

In order to avoid irreparable injury to SHIFTit, in the event of any breach or threatened breach by you of the provisions of these Terms, SHIFTit shall be entitled to seek an injunction and/or other equitable relief restraining such breach. Nothing in these Terms shall be construed as prohibiting SHIFTit from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of monetary damages from you.

(f) Electronic Signatures and Agreements. 

You acknowledge and agree, whether located in the SHIFTit Marketplace Platform, any related Applications, and/or the Services, that by clicking on a button labeled “SUBMIT,” “DOWNLOAD,” “I ACCEPT,” or any similar such links as may be designated by SHIFTit to accept the terms and conditions of these Terms, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms. Pursuant to any applicable statutes, regulations, rules, ordinances, or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SITE OR SERVICES OFFERED BY SHIFTIT. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

(g) Notices.

All notices to you under these Terms will be deemed given when delivered via e-mail to the email address associated with your Account. All notices to SHIFTit under these Terms will be deemed given when postmarked and mailed via certified mail to:

SHIFTit, Corp.

8484 Wilshire Blvd. Ste. 215

Beverly Hills, CA 90211