OnCall4Care Terms of Service

1) The OnCall4Care Networking Platform

The OnCall4Care Networking Platform provides a marketplace where, among other things, self-employed professionals, or independent contractor (“Contractor”) who seek employment and Local Healthcare Facilities/State Organizations (“Facilities”) who are seeking to find on-demand professional talent can easily locate each other to book shifts with one another. Those using the OnCall4Care Networking Platform are collectively referred to herein as (“Users,”) As a User, you authorize OnCall4Care to match and/or re-match you with Contractors or Facilities based on factors such as your location, the radius of your location, your profession, your professional specialty, required licensure, User preferences, membership status, regulatory or other third-party requirements, user statistics, and platform efficiency, and to cancel an existing match based on the same or other considerations. Any decision by a User to offer or accept Employment Services is a decision made in the User’s sole discretion. A separate agreement is formed between the Contractor and the Facilities when the Contractor accepts the Facilities Services offered. As used herein, “Excluded Individuals” means any individual who is registering to use the OnCall4Care Networking Platform or whose use of the OnCall4Care Networking Platform is on behalf of an organization contracted with OnCall4Care, except as a Contractor or Facilities.

In certain markets, Contractors may have the option to work in modalities outside of healthcare (e.g., elderly sitting, children sitting, etc.) or be offered other services through the OnCall4Care Platform or its subsidiaries. In some markets, some of these programs and/or other services are owned and operated by OnCall4Hire, LLC, or its subsidiaries. In other markets, some of these programs and/or other services are owned or operated by third parties.

In any case, your use of OnCall4Care Services through the OnCall4Care Platform may be subject to additional agreements between you and OnCall4Care as applicable to the particular service in the particular market (“Supplemental Agreements”). Please review any applicable Supplemental Agreements carefully. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF A SUPPLEMENTAL AGREEMENT, YOU MAY NOT USE ONCALL4CARE SERVICES IN SUCH MARKET. In the event of any conflict between this Agreement and the terms and conditions of any Supplemental Agreement, the terms of this Agreement shall control, unless such Supplemental Agreement specifically states otherwise.

2) Modification to the Agreement

OnCall4Care reserves the right to modify the terms and conditions of this Agreement, and such modifications shall be binding on you only upon your acceptance of the modified Agreement. OnCall4Care reserves the right to modify any information on pages referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the OnCall4Care Networking Platform after any such changes shall constitute your acceptance of such changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable).

3) Eligibility

The OnCall4Care Networking Platform may only be used by individuals who have the right and authority to enter into this Agreement and are fully able and competent to satisfy the terms, conditions, and obligations herein. By becoming a User, you represent and warrant that you are at least 18 years old. The OnCall4Care Networking Platform is not available to Users who have had their User account temporarily or permanently deactivated. You may not allow other persons to use your User account, you agree that you are the sole authorized user of your User account, and you may not use your User account on behalf of any third party, except as otherwise expressly permitted by OnCall4Care. To use the OnCall4Care Networking Platform, each User shall create a User account. Each person may only create one User account, and OnCall4Care reserves the right to deactivate any additional or duplicate accounts. Your participation in certain OnCall4Care programs and use of certain OnCall4Care services may be subject to additional eligibility requirements as determined by OnCall4Care.

4) Charges – Bonuses Charges

As a User, you understand that request or use of OnCall4Care Services or Third-Party Services may result in charges (“Charges”) to you and/or Facilities, if applicable. Charges to Contractors and/or Facilities, if applicable, for Services include Fees and Bonuses (defined below) and other applicable fees, surcharges, and taxes. In the event regulations applicable to a territory in which you fulfill a shift that requires taxes to be withheld OnCall4Care shall calculate and withhold such taxes. Pricing may vary based on the type of service you request (e.g., Normal Daily Pay, Late Call-In, Holiday, Hazardous or Pandemic Pay, etc.). You are responsible for reviewing the price quoted within the OnCall4Care Platform and shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof.

For clarity, OnCall4Care does not charge a fee for individual Users to access the OnCall4Care Networking Platform, but retains the right to charge for individual Users, if applicable, a fee or any other Charge for accessing or using OnCall4Care Services or Third-Party Services made available through the OnCall4Care Networking Platform.

5) Contractor Payments

If you are a Contractor, you will receive payment for your participation in Shift Services pursuant to the terms of the Contractor Addendum, which shall form part of this Agreement between you and OnCall4Care.

6) OnCall4Care Communications

By entering into this Agreement or using the OnCall4Care Networking Platform, you agree to receive communications from us, our affiliates, or our third-party partners, at any of the phone numbers provided to OnCall4Care by you or on your behalf, and also via email, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from OnCall4Care, its affiliated companies and/or Facilities Partners may include but are not limited to: operational communications concerning your User account or use of the OnCall4Care Networking Platform, OnCall4Care Services or Third-Party Services updates concerning new and existing features on the OnCall4Care Networking Platform, communications concerning marketing or promotions run by us or our third-party partners, and news concerning OnCall4Care and industry developments. If you change or deactivate the phone number you provided to OnCall4Care, you agree to update your User account information to help prevent us from inadvertently communicating with anyone who acquires your old number. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY MANAGE ALL OF THIS FROM THE NOTIFICATION SETTINGS PAGE ON YOUR PROFILE. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE ONCALL4CARE NETWORKING PLATFORM OR RELATED SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM ONCALL4CARE (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU MAY MANAGE ALL OF THIS FROM THE NOTIFICATION SETTINGS PAGE ON YOUR PROFILE; HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE ONCALL4CARE NETWORKING PLATFORM OR RELATED SERVICES. WHEN YOU OPT OUT TEXTS OR CALLS, YOU MAY RECEIVE A ONE-TIME OPT-OUT CONFIRMATION TEXT MESSAGE. NO FURTHER MESSAGES WILL BE SENT TO YOUR MOBILE DEVICE, UNLESS INITIATED BY YOU. FOR COMMUNICATION SERVICE SUPPORT OR ASSISTANCE, PLEASE VISIT OUR HELP CENTER.

7) Your Information

Your Information is any information you provide, publish or post, and any information provided on your behalf, to or through the OnCall4Care Networking Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any OnCall4Care-related Facebook, Twitter, or other social media posting) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the OnCall4Care Networking Platform, OnCall4Care Services, and participation in any other Third-Party Services. Our collection and use of personal information in connection with the OnCall4Care Networking Platform, OnCall4Care Services, and any other Third-Party Services is as provided in OnCall4Care’s Privacy Policy. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current, and complete Information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable OnCall4Care to use your Information for the purposes described in the Privacy Policy and this Agreement, or to otherwise improve the OnCall4Care Networking Platform, OnCall4Care Services, or an other Third-Party Services you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. OnCall4Care does not assert any ownership over your Information; rather, as between you and OnCall4Care, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights, or other proprietary rights associated with your Information.

8) Promotions, Referrals, and Loyalty Programs

OnCall4Care, at its sole discretion, may make available promotions, referral programs and loyalty programs with different features to any Users or prospective Users. OnCall4Care reserves the right to withhold or deduct credits or benefits obtained through a promotion or program in the event that OnCall4Care determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion or program terms or this Agreement. OnCall4Care reserves the right to terminate, discontinue, modify, or cancel any promotions or programs at any time and in its sole discretion without notice to you.

OnCall4Care’s referral program may provide you with incentives to refer your friends and family to become new Users of the OnCall4Care Platform in your country (the “Referral Program”). Your participation in the Referral Program is subject to this Agreement and the additional Referral Program rules.

9) Restricted Activities

With respect to your use of the OnCall4Care Networking Platform, OnCall4Care Services, and your participation in the Third-Party Services you agree that you will not:

1. impersonate any person or entity;
2. stalk, threaten, or otherwise harass any person, or carry any weapons;
3. violate any law, statute, rule, permit, ordinance or regulation;
4. interfere with or disrupt the OnCall4Care Networking Platform or the servers or networks connected to the OnCall4Care Networking Platform;
5. post Information or interact on the OnCall4Care Networking Platform, OnCall4Care Services or Third-Party Services in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
6. use the OnCall4Care Networking Platform in any way that infringes any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
7. post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of the OnCall4Care Networking Platform or any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
8. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the OnCall4Care Platform;
9. “frame” or “mirror” any part of the OnCall4Care Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other website for any purpose;
10. modify, adapt, translate, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the OnCall4Care Networking Platform;
11. rent, lease, lend, sell, redistribute, license, or sublicense the OnCall4Care Platform or access to any portion of the OnCall4Care Networking Platform;
12. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, copy, access, acquire information, generate impressions, or clicks, input or store information, search, monitor any portion of the OnCall4Care Platform, or in any way reproduce or circumvent the navigational structure or presentation of the OnCall4Care Platform or its contents;
13. link directly or indirectly to any other websites;
14. transfer, lend, or sell your User account, password and/or identification, or any other User’s Information to any other party;
15. use a false email address or other identifying information, impersonate, or misrepresent any person or entity, or your affiliation with any person or entity, or otherwise omit, misrepresent, or mislead as to the origin or source of any entity accessing the OnCall4Care Networking Platform;
16. discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity or expression, physical or mental disability, medical condition, marital status, age or sexual orientation;
17. violate any of the Referral Program rules if you participate in the Referral Program;
18. commercialize the Networking Services, Third-Party Services, or our OnCall4Care Services without an agreement directly with OnCall4Care;
19. misuse or abuse the Networking Services, Third-Party Services, or our OnCall4Care Services in violation of eligibility requirements as determined by OnCall4Care;
20. violate OnCall4Care’s Policy Against Sexual Assault, Misconduct, and Harassment;
21. circumvent any measures implemented by OnCall4Care to prevent or address violations of this Agreement; or
22. cause any third party to engage in the restricted activities above.

Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security or violation of this Agreement, you agree to notify us immediately. You agree that you are responsible for anything that happens through your User account until your account is terminated or deactivated.

10) Contractor Healthcare Representations, Warranties and Agreements

Contractors providing Shift Services as a Healthcare Professional on the OnCall4Care Platform, you represent, warrant, and agree that:

1. You acknowledge and agree that OnCall4Care is a technology services platform and does not provide healthcare services nor does it employ healthcare providers or healthcare facilities.
2. You acknowledge and agree that your use of the OnCall4Care Networking Platform and/or OnCall4Care Services creates a direct business relationship between you and OnCall4Care. Except as otherwise expressly provided herein with respect to OnCall4Care acting as a payment broker solely for the purpose of collecting payment from Facilities on your behalf. The relationship between the two parties under this Agreement is solely that of contracting parties. You and OnCall4Care each acknowledge and agree that: (1.) this Agreement is not an employment agreement, nor does it create an employment relationship, between OnCall4Care and you; and (2.) no joint venture, partnership, or agency relationship exists between OnCall4Care and you.
3. You acknowledge and agree that your acceptance of a shift for a Facility creates a direct business relationship between you and the Facility. OnCall4Care is not responsible or liable for the actions or inactions of a Facility or any of its Affiliates, officers, directors, managers, employees, agents, or patients in relation to you or your activities at the Facility’s location, in connection with your acceptance of any shift, or otherwise. You shall have the sole responsibility for any obligations or liabilities to Facilities or third parties that arise from your provision of Healthcare Services in acceptance of a shift for such Facility. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance and licensing that meets the requirements of all applicable laws and Facility standards, practices, policies, and procedures) regarding any acts or omissions by you, of a facility, or a third party. You acknowledge and agree that, unless specifically consented to by a Facility, you may not perform any additional Healthcare Services during a scheduled shift, other than the Healthcare Services identified by the Facility for the applicable shift when Facility accepted or approved your acceptance of such shift, unless the additional Healthcare Services are in response to an emergency and necessary to prevent harm or further damage.
4. You acknowledge and agree that at all times, you shall: (1) hold and maintain all Credentials and any other authorizations and comply with all requirements applicable to you that are necessary to fulfill the shifts you request, approve, or accept and to provide the Healthcare Services to Facilities in the Territory for such shifts; and (2) possess the appropriate and current level of training, expertise and experience to provide such Healthcare Services in a competent, safe, and professional manner with due skill, care and diligence. You acknowledge and agree that you may be subject to certain background checks and/or other investigations from time to time in order to qualify to provide, and remain eligible to provide, Healthcare Services. You acknowledge and agree that OnCall4Care reserves the right, at any time in OnCall4Care’s sole discretion, to deactivate or otherwise restrict you from accessing or using the Platform or Services if you fail to meet the requirements set forth in this Agreement.
5. You agree that your use of the OnCall4Care Services shall be contingent upon successful completion of a drug screen analysis and background check, including but not limited to OIG, GSA, EMR, and County Criminal. In accordance with these terms, you must complete the ‘OnCall4Care Background Check Approval’ form. You agree that you will be responsible for the reimbursement cost of the background check & drug screening and that your first two (2) shifts will be subject to a withholding of $45.00 each for said reimbursement cost.
6. OnCall4Care uses a third-party service provider to perform background screenings. You acknowledge and agree that we may share any information you provide us with third-party background check service providers so that we may obtain a full and accurate background screening. Submitting the Provider Consent to Background Check form is material to this Agreement and you may be denied use of the Services if a complete and accurate form, satisfactory to OnCall4Care is not submitted by you to OnCall4Care.
7. You are solely responsible for keeping current, all valid, and accurate, required Credentials or other requirements necessary to provide Healthcare Services for shifts requested by, accepted, approved, or fulfilled by you. OnCall4Care may, but is not required to, notify you when such Credentials or other requirements are approaching expiration. Upon expiration of any credentials (i.e. professional license, CPR, immunizations, etc.), then scheduled shifts may be cancelled, without any payment to you, by the Facility and/or your Account may be limited, restricted, or deactivated from accessing, requesting, accepting, or approving any future shifts until all Credentials and other requirements are received and verified by OnCall4Care. Prior to reactivation, restoration, or otherwise return of the foregoing functions and Services, OnCall4Care may require additional updated documentation and/or information from you (i.e. updated W-9’s). OnCall4Care reserves the right to not reactivate your Account or use of the Services until all such required documentation and information is received and verified by OnCall4Care.
8. You agree to notify OnCall4Care immediately of any disciplinary or 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 and/or fulfill shifts. You further agree to promptly notify OnCall4Care in the event any such proceedings or investigations are pending or are instituted, whether or not such proceedings are related to professional services you performed for a Facility using the Services.
9. When you access the Platform, if a Facility has requested Healthcare Services for shift(s) on days and times that you are also available for said shift(s) and you indicate you are available to perform Healthcare Services in the Territory of the Facility, therefore, making yourself available for a request and you select to request information about a Facility’s shift, the Platform will allow you to access certain Facility Information, including the Facility’s name, location, and description of the particular Healthcare Services needed. You shall not contact any Facilities or use any Facility’s Data or Facility’s information, including any patient-related information, for any reason other than for the purposes of fulfilling Healthcare Services during a shift in accordance with applicable law and the Facility’s standards, practices, policies, and procedures. As between OnCall4Care and you, you acknowledge and agree that you alone, in conjunction with applicable law and the Facility’s standards, practices, policies, and procedures, and not OnCall4Care, shall be responsible for determining the most effective, efficient, and safe manner to perform each instance of Healthcare Services.
10. You agree to maintain, at all times during the term of this Agreement, adequate insurance which provides levels of coverage that may adequately address any injury you may sustain in the course and scope of your fulfilling a shift (“Occupational Accident Insurance” or “OAI”) and insurance which provides levels of coverage that may address malpractice liability (“Malpractice Insurance”). OnCall4Care requires that you maintain: OAI insurance and Malpractice Insurance. OnCall4Care provides you the option to: (1) purchase OAI and Malpractice Insurance, which meets the minimum requirements, through OnCall4Care at the then current rate per shift or (2) You provide and show proof of OAI and Malpractice Insurance, which meets the minimum requirements. OnCall4Care may maintain insurance related to your provision or fulfillment of shifts as determined by OnCall4Care in its reasonable discretion, provided that OnCall4Care is not required to provide you with any specific insurance coverage (including, but not limited to, defense of claims) for any loss to you. You are required to promptly notify OnCall4Care of any accidents or other incidents that occur while performing shifts and to cooperate and provide all necessary information related thereto. Notwithstanding anything to the contrary herein, when providing the OnCall4Care with such notification, you shall not provide or otherwise disclose to OnCall4Care or its Affiliates any PHI in violation of any applicable law, including HIPAA.
11. You hereby represent and warrant that: (1) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (2) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; (3) you are a trained healthcare provider in the practice of providing healthcare services; (4) you are capable of performing the services required by the shifts you choose to request, bid on, and/or accept; and (5) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all Credentials and other governmental or regulatory authorizations necessary to perform (i) shifts pursuant to this Agreement, and (ii) Healthcare Services to third parties in the Territory generally.
12. This Agreement is personal to you and is not assignable or transferable by you except with OnCall4Care’s prior written consent. Any assignment in violation of this Section shall be null and void. OnCall4Care may assign, transfer, or delegate this Agreement or any or all of its rights or obligations under this Agreement without consent.

11) Intellectual Property

All intellectual property rights in and to the OnCall4Care Networking Platform shall be owned by OnCall4Care absolutely and in their entirety. These rights include database rights, inventions and patentable subject-matter, patents, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the OnCall4Care Networking Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of OnCall4Care. OnCall4Care shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. Except for the explicit license grants hereunder, nothing in this Agreement shall be construed to transfer ownership of or grant a license under any intellectual property rights.

ONCALL4CARE and other OnCall4Care logos, designs, graphics, icons, scripts, and service names are registered trademarks, trademarks, or trade dress of OnCall4Care in the United States and/or other countries (collectively, the “OnCall4Care Marks”). If you provide Networking Services as a Contractor or a Facility Member User, OnCall4Care grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the OnCall4Care Marks solely on the OnCall4Care stickers/decals, and any other OnCall4Care-branded items provided by OnCall4Care directly to you in connection with providing the Networking Services (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license, or sublicense with respect to any of the rights granted hereunder without OnCall4Care’s prior written permission, which it may withhold in its sole discretion. The OnCall4Care logo (or any OnCall4Care Marks) may not be used in any manner that is likely to cause confusion, including but not limited to: use of a OnCall4Care Mark in a domain name or OnCall4Care referral code, or use of a OnCall4Care Mark as a social media handle or name, avatar, profile photo, icon, favicon, or banner. You may identify yourself as a Contractor and/or a Facility on the OnCall4Care Networking Platform, but may not misidentify yourself as OnCall4Care, an employee of OnCall4Care, or a representative or agent of OnCall4Care.

You acknowledge that OnCall4Care is the owner and licensor of the OnCall4Care Marks, including all goodwill associated therewith, and that your use of the OnCall4Care logo (or any OnCall4Care Marks) will confer no interest in or ownership of the OnCall4Care Marks in you but rather inures to the benefit of OnCall4Care. You agree to use the OnCall4Care logo strictly in accordance with OnCall4Care’s Brand Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that OnCall4Care determines to be nonconforming or otherwise unacceptable.

You agree that you will not: (1) create any materials that use the OnCall4Care Marks or any derivatives of the OnCall4Care Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by OnCall4Care in writing; (2) use the OnCall4Care Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the OnCall4Care Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair OnCall4Care’s rights as owner of the OnCall4Care Marks or the legality and/or enforceability of the OnCall4Care Marks, including, challenging or opposing OnCall4Care’s ownership in the OnCall4Care Marks; (4) apply for trademark registration or renewal of trademark registration of any of the OnCall4Care Marks, any derivative of the OnCall4Care Marks, any combination of the OnCall4Care Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the OnCall4Care Marks; (5) use the OnCall4Care Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.

You agree you will not rent, lease, lend, sell, or otherwise redistribute the OnCall4Care Marks, or manufacture, produce, print, sell, distribute, purchase, or display counterfeit/inauthentic OnCall4Care Logo, Trademarks, or other OnCall4Care Marks or (including but not limited to signage, stickers, apparel, or decals) from any source other than directly from OnCall4Care.

Violation of any provision of this License may result in immediate termination of the License, in OnCall4Care’s sole discretion, a takedown request sent to the appropriate ISP, or social media platform, and/or a Uniform Domain-Name Dispute-Resolution Policy Proceeding (or equivalent proceeding). If you create any materials (physical or digital) bearing the OnCall4Care Marks (in violation of this Agreement or otherwise), you agree that upon their creation OnCall4Care exclusively owns all right, title, and interest in and to such materials, including any modifications to the OnCall4Care Marks or derivative works based on the OnCall4Care Marks or OnCall4Care copyrights. You further agree to assign any interest or right you may have in such materials to OnCall4Care, and to provide information and execute any documents as reasonably requested by OnCall4Care to enable OnCall4Care to formalize such assignment.

OnCall4Care respects the intellectual property of others and expects Users to do the same. If you believe, in good faith, that any materials on the OnCall4Care Networking Platform infringe upon your copyrights, please view our Copyright Policy for information on how to make a copyright complaint.

12) Disclaimers

The following disclaimers are made on behalf of OnCall4Care, our affiliates, subsidiaries, parents, successors, and assigns, and each of our respective officers, directors, employees, agents, and shareholders.

OnCall4Care does not provide screening services, and OnCall4Care is not a pre-interview service. OnCall4Care does not evaluate or screen Facilities. It is up to the Facilities to decide whether the Contractor is suitable to conduct business with for a shift(s) contacted through the OnCall4Care Networking Platform, and it is up to the Contractor to decide whether or not to accept a shift from a Facility contacted through the OnCall4Care Networking Platform. We cannot ensure that a Contractor or Facility will complete an arranged shift. We have no control over the quality or safety of the Contractor or the Facility’s ultimate Services. Any safety-related feature, process, policy, standard, or other effort undertaken by OnCall4Care in our Community Guidelines is not an indication of any employment or agency relationship with any User.

The OnCall4Care Networking Platform is provided on an “as is” basis and without any warranty or condition, express, implied, or statutory. We do not guarantee and do not promise any specific results from use of the OnCall4Care Networking Platform, OnCall4Care Services and/or the Third-Party Services, including the ability to provide or receive the shifts at any given location or time. OnCall4Care reserves the right, for example, to limit or eliminate access to the OnCall4Care Networking Platform for Contractors to the Networking Services, Third-Party Services, OnCall4Care Services in specific geographic areas and/or at specific times based on commercial viability, public health concerns, or changes in law. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

We do not warrant that your use of the OnCall4Care Networking Platform, OnCall4Care Services or Third-Party Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the OnCall4Care Networking Platform will be corrected, or that the OnCall4Care Networking Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity, availability, accuracy, completeness, and reliability of the OnCall4Care Platform, OnCall4Care Services or Third-Party Services, including with respect to mapping, navigation, estimated times of arrival, and routing services. You are responsible at all times for your times of arrival, ensuring that you arrive to the accurate location for your shift, your conduct and the consequences of your conduct while using the OnCall4Care Platform.

We cannot guarantee that each Contractor or Facility is who he or she claims to be. Please use common sense when using the OnCall4Care Networking Platform, OnCall4Care Services and Third-Party Services, including looking at the photos of the Contractor or verifying the physical address of the Facility you are to report to for your shift. Please note that there are also risks of dealing with underage persons or Contractors acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the OnCall4Care Networking Platform by persons under the age of 18 in violation of this Agreement due to that Contractor submitting fraudulent ID and/or paperwork. We encourage you to communicate directly with each potential Contractor prior to engaging in an arranged shift.

OnCall4Care is not responsible for the conduct, whether online or offline, of any User of the OnCall4Care Networking Platform, OnCall4Care Services or Third-Party Services. You are solely responsible for your interactions with other Users. We do not procure insurance for, nor are we responsible for, personal belongings left in the car, hotel or Facility by Contractor. By using the OnCall4Care Networking Platform, OnCall4Care Services and Third-Party Services you agree to accept such risks and agree that OnCall4Care is not responsible for the acts or omissions of Users on the OnCall4Care Networking Platform, OnCall4Care Services, or participating Third-Party Services.

You are responsible for the use of your User account and OnCall4Care expressly disclaims any liability arising from the unauthorized use of your User account.

It is possible for others to obtain information about you that you provide, publish or post to or through the OnCall4Care Networking Platform (including any profile information you provide), send to other Users, or to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the OnCall4Care Networking Platform or through OnCall4Care Services, or Third-Party Services. Please carefully select the type of information that you post on the OnCall4Care Networking Platform or through the OnCall4Care Services, or Third-Party Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).

Opinions, advice, statements, offers, or other information or content concerning OnCall4Care or made available through the OnCall4Care Networking Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the OnCall4Care Networking Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the OnCall4Care Networking Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.

Location data provided by the OnCall4Care Networking Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate, or incomplete location data may lead to death, personal injury, property or environmental damage. Neither OnCall4Care, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the OnCall4Care Networking Platform. Any of your Information, including geolocational data, you upload, provide, or post on the OnCall4Care Networking Platform may be accessible to OnCall4Care and certain Users of the OnCall4Care Networking Platform.

OnCall4Care advises you to use the OnCall4Care Networking Platform with a data plan with unlimited or very high data usage limits, and OnCall4Care shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the OnCall4Care Networking Platform.

As a Contractor, you may be able to use "OnCall4Care Nav built by Google" while providing our Services on the OnCall4Care Networking Platform. Contractors and Facilities may also use Google Maps while using the OnCall4Care Networking Platform. In either case, you agree that Google may collect your location data when the OnCall4Care Networking Platform is running in order to provide and improve Google's services, that such data may also be shared with OnCall4Care in order to improve its operations, and that Google's terms and privacy policy will apply to this usage.

OnCall4Care shall not be in breach of this Agreement nor liable for failure or delay in performing obligations under this Agreement if such failure or delay results from events, circumstances or causes beyond its reasonable control including (without limitation) natural disasters or acts of God; labor disputes or stoppages; war; government action; epidemic or pandemic; chemical or biological contamination; strikes; riots; acts of domestic or international terrorism; quarantines; national or regional emergencies; or any other cause, whether similar in kind to the foregoing or otherwise, beyond the party’s reasonable control. All service dates under this Agreement affected by force majeure shall be tolled for the duration of such force majeure. The parties hereby agree, when feasible, not to cancel but reschedule the pertinent obligations as soon as practicable after the force majeure condition ceases to exist.

13) Indemnity

You will indemnify and hold harmless and, at OnCall4Care’s election, defend OnCall4Care including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders (collectively, the “Indemnified Parties”) from and against any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the OnCall4Care Networking Platform, OnCall4Care Services, Third-Party Services, and participation in the Collective Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, Contractors, Facilities, Residents/Patients, other motorists, and pedestrians, as a result of your own interaction with such third parties; (3) any allegation that any materials or Information that you submit to us or transmit through the OnCall4Care Networking Platform or to us infringes, misappropriates, or otherwise violates the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of a motor vehicle or passenger vehicle and/or (5) any other activities in connection with the OnCall4Care Networking Platform, OnCall4Care Services or Third-Party Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. You will not, without OnCall4Care’s prior written consent, agree to any settlement on behalf of any Indemnified Party which includes either the obligation to pay any monetary amounts, or any admissions of liability, whether civil or criminal, on the part of any Indemnified Party.

14) Limitation of Liability

IN NO EVENT WILL ONCALL4CARE, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “ONCALL4CARE” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE ONCALL4CARE NETWORK PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE ONCALL4CARE NETWORK PLATFORM, ONCALL4CARE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ONCALL4CARE NETWORK PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE SHIFTS OR THIRD-PARTY SERVICES WITH THIRD-PARTY PROVIDERS, BUT YOU AGREE THAT ONCALL4CARE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SHIFTS OR THIRD-PARTY SERVICES SET FORTH IN THIS AGREEMENT. FOR CLARITY AND WITHOUT LIMITING THE FOREGOING, ONCALL4CARE HAS NO RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR RELIANCE ON THESE SHIFTS, OR THIRD-PARTY SERVICES SET FORTH IN THIS AGREEMENT OR ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTY PROVIDER. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

15) Term and Termination

This Agreement is effective upon your acceptance of this Agreement. This Agreement may be terminated: (a) by User, without cause, upon seven (7) days’ prior written notice to OnCall4Care; or (b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement, including but not limited to any breach of Section 9 or Section 10(a-i) of this Agreement. In addition, OnCall4Care may terminate this Agreement or deactivate your User account immediately in the event: (1) you are no longer eligible to qualify as a User; (2) you no longer qualify to provide Services as a licensed Contractor under applicable law, rule, permit or regulation; (3) you fall below OnCall4Care’s star rating or cancellation threshold; or (4) OnCall4Care has the good faith belief that such action is necessary to protect the safety of the OnCall4Care community or third party affiliates, provided that in the event of a deactivation pursuant to (1)-(4) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to OnCall4Care’s reasonable satisfaction prior to OnCall4Care permanently terminating the Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner (within 30 days) and to OnCall4Care’s satisfaction, this Agreement will not be permanently terminated. Sections 2, 6, 7 (with respect to the license), 11-12, 13-18, and 20 shall survive any termination or expiration of this Agreement.

16) Dispute Resolution and Arbitration Agreement

1. Agreement to Binding Arbitration Between You and OnCall4Care.

   YOU AND ONCALL4CARE MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act (“FAA”); but if the FAA is inapplicable for any reason, then this Arbitration Agreement is governed by the laws of the State of Texas, without regard to choice of law principles. This Arbitration Agreement survives after the Agreement terminates or your relationship with OnCall4Care ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and OnCall4Care, including our affiliates, subsidiaries, parents, successors, and assigns, and each of our respective officers, directors, employees, agents, or shareholders. This Arbitration Agreement also applies to claims between you and OnCall4Care’s service providers, including but not limited to background check providers and payment processors; and such service providers shall be considered intended third-party beneficiaries of this Arbitration Agreement. This Arbitration Agreement also applies to claims between you and OnCall4Care’s Facilities, including affiliates, subsidiaries, parents, successors, and assigns, and each of their respective officers, directors, employees, agents, or shareholders. OnCall4Care Facilities shall also be considered intended third-party beneficiaries of this Arbitration Agreement.

   Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND ONCALL4CARE. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the OnCall4Care Networking Platform, the OnCall4Care Services, OnCall4Care promotions, gift card, referrals or loyalty programs, the OnCall4Care Tablet, any other goods or services made available through the OnCall4Care Networking Platform by OnCall4Care or a third-party provider, your relationship with OnCall4Care, the threatened or actual suspension, deactivation or termination of your User Account or this Agreement, background checks performed by or on OnCall4Care’s behalf, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by OnCall4Care, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act of 1974 (except for individual claims for employee benefits under any benefit plan sponsored by OnCall4Care and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability, or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.

   BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND ONCALL4CARE ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

2. Prohibition of Class Actions and Non-Individualized Relief.

   YOU UNDERSTAND AND AGREE THAT YOU AND ONCALL4CARE MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND ONCALL4CARE BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION (B) SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST ONCALL4CARE, WHICH ARE ADDRESSED SEPARATELY IN SECTION 17(C).

   The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims.

   Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of the Class Action Waiver may be resolved only by a court and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable with respect to any Claim or any particular remedy for a Claim (such as a request for public injunctive relief), then that Claim or particular remedy (and only that Claim or particular remedy) shall be severed from any remaining claims and/or remedies and may be brought in a court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims or remedies to the fullest extent possible.

3. Representative PAGA Waiver.

   Notwithstanding any other provision of this Agreement or the Arbitration Agreement, to the fullest extent permitted by law: (1) you and OnCall4Care agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) for any claim brought on a private attorney general basis, including under the California PAGA, both you and OnCall4Care agree that any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “representative PAGA Waiver”). Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability, or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from this Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (iii) any such representative PAGA or other representative private attorneys general act claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Claims, the Parties agree that litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.

4. Rules Governing the Arbitration.

   Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. Copies of these rules can be obtained at the AAA’s website (www.adr.org) (the “AAA Rules”). Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding. The parties may select a different arbitration administrator upon mutual written agreement.

   As part of the arbitration, both you and OnCall4Care will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision which shall explain the award given and the findings and conclusions on which the decision is based.

   The arbitrator will decide the substance of all claims in accordance with applicable law and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Contractors or Users but is bound by rulings in prior arbitrations involving the same Contractors or Users to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be challenged in a court of competent jurisdiction.

5. Arbitration Fees and Awards.

   The payment of filing and arbitration fees will be governed by the relevant AAA Rules subject to the following modifications:

   1. If OnCall4Care initiates arbitration under this Arbitration Agreement, OnCall4Care will pay all AAA filing and arbitration fees.
   2. With respect to any Claims brought by OnCall4Care against a Contractor, or for Claims brought by a Contractor against OnCall4Care that: (A) are based on an alleged employment relationship between OnCall4Care and a Contractor; (B) arise out of, or relate to, OnCall4Care’s actual deactivation of a Contractor’s User account or a threat by OnCall4Care to deactivate a Contractor’s User account; (C) arise out of, or relate to, OnCall4Care’s actual termination of a Contractor’s Agreement with OnCall4Care under the termination provisions of this Agreement, or a threat by OnCall4Care to terminate a Contractor’s Agreement; (D) arise out of, or relate to, Fees (as defined in this Agreement, including OnCall4Care’s commission on the Fees), bonuses, or average hourly wages owed by OnCall4Care to a Contractor for Shift Services, other than disputes relating to referral bonuses, other OnCall4Care promotions, or consumer-type disputes, or (E) arise out of or relate to background checks performed in connection with a user seeking to become a Contractor (the subset of Claims in subsections (A)-(E) shall be collectively referred to as “Contractor Claims”), OnCall4Care shall pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court), including the regular and customary arbitration fees and expenses (to the extent not paid by OnCall4Care pursuant to the fee provisions above). However, if you are the party initiating the Professional Claim, you shall be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state in which you provide Networking Services to Facility Users, unless a lower fee amount would be owed by you pursuant to the AAA Rules, applicable law, or subsection (e)(1) above. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. For purposes of this Section 16(e)(2), the term “Contractors” shall be deemed to include both Contractors and Contractor applicants who have not been approved to accept shifts.
   3. Except as provided in Federal Rule of Civil Procedure 68 or any state equivalents, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).
   4. At the end of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to you if you prevail, to the extent authorized by applicable law.
   5. Although under some laws OnCall4Care may have a right to an award of attorneys' fees and non-filing fee expenses if it prevails in an arbitration, OnCall4Care agrees that it will not seek such an award unless you are represented by an attorney or the arbitrator has determined that the claim is frivolous or brought for an improper purpose (as measured by the standards of Federal Rule of Civil Procedure 11(b)).
   6. If the arbitrator issues you an award that is greater than the value of OnCall4Care’s last written settlement offer made after you participated in good faith in the optional Negotiation process described in subsection (i) below, then OnCall4Care will pay you the amount of the award or U.S. $1,000, whichever is greater.

6. Location and Manner of Arbitration.

   Unless you and OnCall4Care agree otherwise, any arbitration hearings between OnCall4Care and a Facility User will take place in the county of your billing address, and any arbitration hearings between OnCall4Care and a Contractor will take place in the county in which the Contractor provides Shift Services. If AAA arbitration is unavailable in your county, the arbitration hearings will take place in the nearest available location for a AAA arbitration. Your right to a hearing will be determined by the AAA Rules.

7. Exceptions to Arbitration.

   This Arbitration Agreement shall not require arbitration of the following types of claims: (1) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction; (2) a representative action brought on behalf of others under PAGA or other private attorneys general acts, to the extent the representative PAGA Waiver in Section 16(c) of such action is deemed unenforceable by a court of competent jurisdiction under applicable law not preempted by the FAA; (3) claims for workers’ compensation, state disability insurance and unemployment insurance benefits; (4) claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA; and (5) individual claims of sexual assault or sexual harassment in connection with the use of the OnCall4Care Networking Platform, OnCall4Care Services, or Networking Services. Where these claims are brought in a court of competent jurisdiction, OnCall4Care will not require arbitration of those claims. OnCall4Care’s agreement not to require arbitration of these claims does not waive the enforceability of any other provision of this Arbitration Agreement (including without limitation the waivers provided in Section 16 (b)), or of the enforceability of this Arbitration Agreement as to any other dispute, claim, or controversy.

   Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board (“NLRB”), or Office of Federal Contract Compliance Programs, or similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration However, should you bring an administrative claim, you may only seek or recover money damages of any type pursuant to this Arbitration Provision, and you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint, except for a complaint issued by the NLRB. Should you participate in an NLRB proceeding, you may only recover money damages if such recovery does not arise from or relate to a claim previously adjudicated under this Arbitration Provision or settled by you. Similarly, you may not recover money damages under this Arbitration Provision if you have already adjudicated such claim with the NLRB. Nothing in this Agreement or Arbitration Agreement prevents your participation in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision.

8. Severability.

   Except as otherwise provided in the severability provisions in subsections (b) and (c) above, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed, and the remainder of the Arbitration Agreement shall be given full force and effect.

9. Optional Pre-Arbitration Negotiation Process.

   Before initiating any arbitration or proceeding, you and OnCall4Care may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by you and OnCall4Care. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or as this could violate HIPAA non-discoverable as a result of its use in the negotiation.

10. Binding Effect; Third-Party Beneficiaries.

    This Arbitration Agreement shall be binding upon and shall include any claims brought by or against any third parties, including but not limited to your spouses, heirs, third-party beneficiaries and permitted assigns, where their underlying claim(s) arise out of or relate to your use of the OnCall4Care Platform, or OnCall4Care Services. To the extent that any third-party beneficiary to this Agreement brings claims against a party, those claims shall also be subject to this Arbitration Agreement.

17) Confidentiality

You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to OnCall4Care’s business, operations and properties, information about a User made available to you in connection with such User’s use of the OnCall4Care Networking Platform, which may include a User’s name, work/home location, contact information and photo (“Confidential Information”) disclosed to you by OnCall4Care for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties, and you agree not to store separate and outside of the OnCall4Care Networking Platform any Confidential Information obtained from the OnCall4Care Networking Platform. As a Contractor and a Facility User, you understand that some of the Confidential Information you receive may be protected by federal and/or state confidentiality laws, such as the Health Information Portability and Accountability Act of 1996 (“HIPAA”), governing the privacy and security of protected health information (“PHI”). Notwithstanding anything to the contrary herein, you hereby agree that you may gain access to as a result of providing Healthcare Services under this Agreement and that you will comply with all applicable laws regarding and related to the handling of, access to, and dissemination and destruction of protected health information (“PHI”), as that term is defined under applicable law, including the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). Notwithstanding anything to the contrary herein, you hereby agree and acknowledge that you shall not upload to any Platform or otherwise provide to OnCall4Care or its Affiliates any PHI that would violate applicable law, including HIPAA.

You understand that any violation of the Agreement’s confidentiality provisions may violate HIPAA or state confidentiality laws and could result in civil or criminal penalties against you. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of OnCall4Care to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to OnCall4Care with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by OnCall4Care or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of OnCall4Care; becomes known to you, without restriction, from a source other than OnCall4Care without breach of this Agreement by you and otherwise not in violation of OnCall4Care’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to OnCall4Care to enable OnCall4Care to seek a protective order or otherwise prevent or restrict such disclosure.

18) Relationship with OnCall4Care

As a Contractor on the OnCall4Care Networking Platform, you acknowledge and agree that your use of the OnCall4Care Networking Platform creates a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and OnCall4Care expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and OnCall4Care; and (2) no joint venture, franchisor- franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind OnCall4Care, and you undertake not to hold yourself out as an employee, agent, or authorized representative of OnCall4Care.

OnCall4Care does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Services, your acts, or omissions. You retain the sole right to determine when, where, and for how long you will utilize the OnCall4Care Networking Platform. OnCall4Care does not, and shall not be deemed to, unilaterally prescribe specific dates, times of day, or any minimum number of hours for you to utilize the OnCall4Care Networking Platform. You retain the option to accept or to decline or ignore a Facilities request for Shifts via the OnCall4Care Networking Platform, or to cancel an accepted request for a shifts via the OnCall4Care Networking Platform, subject to OnCall4Care’s then-current cancellation policies. OnCall4Care does not, and shall not be deemed to, require you to accept any specific request for shifts as a condition of maintaining access to the platform. Apart from any State credentialing required by law or permit/licensing or requirements, OnCall4Care shall have no right to require you to: (a) display OnCall4Care’s names, logos or colors on your vehicle(s); or (b) wear a uniform or any other clothing displaying OnCall4Care’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Services or otherwise engage in any other business or employment activities, including but not limited to providing services similar to the Employment Services to other companies, and that OnCall4Care does not, and shall not be deemed to, restrict you from engaging in any such activity.

19) Third-Party Services

In addition to connecting Contractors with Facility Users, the OnCall4Care Networking Platform may enable Users to provide services or receive services from other third parties. For example, Contractor Users may be able to use the OnCall4Care Networking Platform to find or be introduced to tax preparers and licensed CPA’s to help plan and prepare their 1099 tax returns or facilities have the right to identify Contractors for full-time employment or provide a Contractor the opportunity for employment on the facilities per diem team without paying OnCall4Care a “Placement Fee” or “Finder’s Fee” as stated in Section (4. Charges) of this agreement. This Agreement between you and OnCall4Care governs your use of the OnCall4Care Networking Platform in connection with the Third-Party Services. In addition, you understand that the Third-Party Services may also be subject to terms and pricing of the third-party provider (collectively, the “Third-Party Terms”) which will govern your relationship with such third-party provider, as applicable. You agree that OnCall4Care is not responsible and may not be held liable for the Third-Party Services or the actions or omissions of the third-party provider. Such Third-Party Services may not be investigated, monitored, or checked for accuracy, appropriateness, or completeness by OnCall4Care, and OnCall4Care is not responsible for any Third-Party Services accessed through the OnCall4Care Networking Platform.

In the event of a conflict in the terms of any Third-Party Terms and this Agreement, the terms of this Agreement shall control with respect to OnCall4Care and your agreements with OnCall4Care herein, and the limitations of liability set forth in Section 15 above shall also apply to the third-party provider. The Dispute Resolution and Arbitration Agreement provisions in Section 17 above shall apply instead of any terms in any Third-Party Terms for all purposes except with respect to claims that are solely against the third-party provider.

20) General

Except as provided in Section 16, this Agreement shall be governed by the laws of the State of Texas without regard to choice of law principles. This choice of law provision is only intended to specify the use of Texas law to interpret this Agreement and is not intended to create any other substantive right to non-Texans to assert claims under Texas law whether by statute, common law, or otherwise. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by OnCall4Care, in our sole discretion by providing notice to you. You may not assign this Agreement without OnCall4Care’s prior written approval. Any purported assignment by you in violation of this Section 20 shall be void. Except as explicitly stated otherwise, any notices to OnCall4Care shall be given by certified mail, postage prepaid and return receipt requested to OnCall4Care, L.L.C., 11816 Inwood Rd, #1065, Dallas, Texas 75244. Any notices to you shall be provided to you through the OnCall4Care Networking Platform or given to you via the email address or physical address you provide to OnCall4Care during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches, any such waiver shall be in writing. This Agreement sets forth the entire understanding and agreement between you and OnCall4Care with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.

If you have any questions regarding the OnCall4Care Networking Platform, OnCall4Care Services, or Networking Services, please contact us through our Help Center.

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE THAT MY USE OF THE PLATFORMS AND/OR SERVICES IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. End.