CTRL+Shift Privacy Policy

Thank you for your interest in Ctrl Shift, LLC (“Ctrl Shift,” “we,” or “us”) and our website at https://ctrlshiftapp.com, along with our related websites, networks, mobile Platforms, and other services provided by us (collectively, the “Platform”). These Terms of Use (“Terms”) govern your use of the Ctrl Shift’s proprietary nurse scheduling platform on your mobile device or via your web browser on your computer. The Platform is licensed, not sold, to you. These terms are legally binding between you and Ctrl Shift regarding your use of the Platform.

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING ANY PART OF THE PLATFORM, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE PLATFORM, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, AND CTRL SHIFT’S PRIVACY POLICY AND AN ARBITRATION AGREEMENT THAT MANDATES BINDING INDIVIDUAL ARBITRATION (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE UNDER, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE PLATFORM.

1.Introduction

A.Purpose: The purpose of these Terms is to establish the terms regarding your access to and use of the Ctrl Shift Platform.
B.Ctrl Shift: Ctrl Shift provides access to a technology platform for licensed hospitals, nursing facilities, rehabilitation centers, and other health care facilities (collectively “Clients”) and Nurse Providers and Direct Service Professionals (collectively “Healthcare Service Providers”) to connect with each other for the purposes of engaging in a business-to-business arrangement for the provision of healthcare or nursing services (“Healthcare Services”) (“Specified Purpose”). Ctrl Shift is not a Medical Office and is neither affiliated with self-employed or independent contractor Healthcare Service Providers nor Clients that use its Platform. Ctrl Shift merely provides a platform for Clients and Healthcare Service Providers to connect under whatever terms they so choose.
You:You seek to provide Healthcare Services to Clients as an independent contractor. You independently determine which Clients you want to engage with, when you want to engage with the Clients, and what Healthcare Services you want to provide through Ctrl Shift’s platform. You are (a) are 18 years of age or older, (b) have not been previously suspended or removed from the Platform, or engaged in any activity that could result in removal from the Platform, (c) do not have more than one Account on the Platform, (d) you reside in the United States, (e) graduated from a nursing program and met all applicable legal requirements to providing such 2 | P a g e I n d e p e n d e n t C o n t r a c t o r A g r e e m e n t C t r l + S h i f t Healthcare Services, and (e) have full power and authority to enter into these Terms and in so doing will not violate any other agreements to which you are a party.
D. Acknowledgements: You must read, agree to, and accept all of the terms and conditions contained in these Terms to use Ctrl Shift’s Platform. By browsing, using, signing up for, downloading, or otherwise accessing any part of Ctrl Shift’s Platform, or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms. If you do not want to agree to these Terms, you must not browse, access or otherwise use Ctrl Shift’s Platform.

2.Relationship Between the Parties: You acknowledge, warrant, and agree that:

A. All Healthcare Services undertaken by you and that you agree to provide to a third party health care facility client (“Clients”) through the Ctrl Shift marketplace are done so as independent contractors to the Clients. You are not an employee, agent, or legal representative of Client. Ctrl Shift neither employs you nor provides Healthcare Services, Ctrl Shift is a technology platform that simply provides you with access to opportunities to provide services to platform Clients. You further agree that any “supervision” required by a doctor or physician assistant in your role is strictly regulatory in nature and does not impact your role as an independent contractor providing services to Clients.
B. Ctrl Shift is a technology company that constitutes a qualified marketplace under laws recognizing such platforms for businesses that operate a digital website or Platform facilitating the provision of services by qualified marketplace contractors to individuals or entities seeking such services.
C. These Terms are not an employment agreement and do not create an employment relationship or contract relationship between Ctrl Shift and you.
D. No joint venture, partnership, or agency relationship exists between Ctrl Shift and you.
E. The business relationship between Ctrl Shift and you under this Terms is a temporary, and not a permanent relationship that allows you to use the Ctrl Shift platform to identify contract opportunities.
F. You have no authority to bind Ctrl Shift or its affiliates and you shall not hold yourself out as an employee, agent, or authorized representative of Ctrl Shift, its affiliates or Clients.
G. You are an independent contractor, for all purposes, including but not limited to the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, income tax withholding requirements and all other federal, state and local laws, rules and regulations. Accordingly, Ctrl Shift will not withhold any employment taxes from any compensation paid to you under this 3 | P a g e I n d e p e n d e n t C o n t r a c t o r A g r e e m e n t C t r l + S h i f t Terms, and you will be solely responsible for the reporting and payment of all federal, state, and local taxes or contributions imposed or required under unemployment insurance, social security, medical insurance, income tax or other applicable laws, rules or regulations with respect to the performance or rendering of services through the Platform and/or under this Terms by you.
H. You will not take any position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Ctrl Shift that is inconsistent with you being an independent contractor providing services to Client through the use of the Ctrl Shift platform.
I. Nothing in this Terms is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) you from engaging in any other business activities, services or projects that are separate and distinct from any business activities that you may conduct through the Platform. Ctrl Shift expects you will provide similar services through other platforms and for other parties. Ctrl Shift expressly acknowledges you can earn income from other sources and expects you will do so.
J. Unless you and the Client agree otherwise, you will provide all equipment, labor, and materials that may be needed to perform any Healthcare Services pursuant to an engagement entered into on the Platform (“Shift”). Ctrl Shift does not provide any uniforms to you, nor is any uniform required. Ctrl Shift does not provide expense reimbursement to you, instead you are responsible for all expenses incurred in providing your contract services to Clients.
K. Direction and Control

i.You determine in your sole discretion the Shifts that you desire to request and/or accept from Clients on the Platform. You are not required to request or accept a minimum number of Shifts per month.
ii. Ctrl Shift does not dictate the specific time of performance and does not guarantee you any minimum amount of Shifts.
iii. Ctrl Shift shall not provide you with any mandatory training with regard to services provided and will have no control over the manner in which Healthcare Services are provided.
iv.You shall at all times comply with any and all laws, ordinances, statutes, executive orders and regulations, federal, state, county and municipal, insofar as applicable to your performance of services under this Terms
v.If during any Shift, Client does not reasonably find the quality of the services appropriate or to meet the Client’s expectations, Client is solely responsible for addressing these issues with you, including, but not limited to intentional or unintentional dereliction of duties, negligence, or loss of 4 | P a g e I n d e p e n d e n t C o n t r a c t o r A g r e e m e n t C t r l + S h i f t facility privileges, as determined by Client in its sole discretion. Client may request to Ctrl Shift that you not be permitted to view future Shifts at Client.
vi. Ctrl Shift reserves the right to cancel Shifts if a Healthcare Service Provider is unable to perform due to medical condition of any kind. While we respect your privacy and will not directly inquire about your medical status, we encourage prompt notification if circumstances arise where you may not be able to fulfill the requirements of the Shift you have accepted. Please note that in cases of cancellation of a Shift regardless of the reason, Ctrl Shift is not responsible for payment or compensation because no work was performed. Your continued use of Ctrl Shift’s Platform constitutes your agreement with this disclosure and our Terms and Conditions.

L. Insuranc

i.You are not eligible for, nor shall participate in, any Ctrl Shift or Client pension plan, health or disability plan, health insurance, general liability insurance, and automobile liability insurance or other insurance or fringe benefit plan of any kind.
ii. Occupational Accident Insurance: You agree to maintain, at all times during the term of this Terms, adequate insurance which provides levels of coverage that may adequately address any injury you may sustain in the course and scope of your fulfilling an Shift (“Occupational Accident Insurance” or “OAI”). Ctrl Shift provides you the option to: (1) purchase OAI, which meets the minimum requirements, through Ctrl Shift, brokered by P&G Brokerage, Inc. or (2) You provide and show proof of OAI, which meets the minimum requirements. You will be charged a Safety Fee of $3.75 per eight hour Shift or $5.75 for a 12-hour shift for providing Healthcare Services through Ctrl Shift’s Platform that may go towards OAI. By agreeing to these Terms, you are agreeing to pay this Safety Fee. If you have your own insurance meeting the thresholds specified herein, please contact Ctrl Shift and the Safety Fee may be removed. Please contact Kristen Ziel to show proof of your personal OAI or workers compensation coverage of $1,000,000 per accident, $2,000,000 aggregate or more if you choose to opt out of purchasing OAI through Ctrl Shift.
iii.Malpractice Insurance: You agree to maintain, at all times during the term of this Terms, adequate insurance which provides levels of coverage that may adequately address any third party (patient) malpractice claim in the course and scope of fulfilling a Shift (“Medical Malpractice”) through the Ctrl Shift Platform. Ctrl Shift provides coverage brokered by P&G Insurance. You will be assessed a Safety Fee per Shift based on your profession type if you do not provide proof of malpractice insurance. By agreeing to these Terms, you are agreeing to pay this Safety Fee.
iv.In the event that your actions cause an injury to a third party while they are working in the course and scope of providing services during a Shift or other activities covered by this Terms, you acknowledge and understand that they will not be covered by any general liability or automobile liability insurance coverage that Ctrl Shift may have, and that Ctrl Shift is not making any commitment to defend and/or indemnify them in such circumstances, and specifically denies any such obligation.
v.You are required to expeditiously notify Ctrl Shift at 718-534-3340 of any accidents or emergencies that occur while performing Healthcare Services and to cooperate and provide all necessary information related thereto regardless of whether you purchase OAI or Malpractice insurance through Ctrl Shift or not. Notwithstanding, you should not provide or otherwise disclose to Ctrl Shift or its affiliates any personal health information (“PHI”) in violation of any applicable law, including HIPPA.
vi.You are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by you or some other entity and you are obliged to pay federal and state income tax on any money pursuant to your contractual relationship with Ctrl Shift or Client.
vii.You agree to indemnify, defend and hold Ctrl Shift harmless from any costs, expenses, penalties or damages (including attorney’s fees) arising from your failure to properly pay such taxes or contributions and/or Ctrl Shift not withholding or remitting employment taxes or contributions relative to compensation paid to you.

3.Arrangement Between the Parties

A. Healthcare Service Providers: You acknowledge that you are an independent contractor operating as a self-employed individual who uses Ctrl Shift’s Platform to offer and provide Healthcare Services to Clients. You acknowledge and agree that Ctrl Shift has no responsibility for, control over, or involvement in the scope, nature, quality, character, timing or location of any work or Healthcare Services performed by you. However, Ctrl Shift requires you to prove your appropriate credentials, including but not limited to, current and active license, Occupational Accident Insurance, and Malpractice Insurance, before being allowed to use the Ctrl Shift Platform.
B. Insurance. At all times during the term of this Terms, Ctrl Shift shall, provide Client with proof of Occupational Accident Insurance and Malpractice Insurance provided by independent Healthcare Service Providers providing Healthcare Services to the Client on Client’s request.
C. Relationship Between Ctrl Shift and Client: You agree that nothing under this Terms is intended, nor shall be construed, to create a partnership, employer- 6 | P a g e I n d e p e n d e n t C o n t r a c t o r A g r e e m e n t C t r l + S h i f t employee relationship, or joint venture between Ctrl Shift and Client. Neither party nor their respective agents, employees, or independent contractors shall have any authority to bind the other party without the other party’s express written consent.
D. Platform: Ctrl Shift grants to you, a non-exclusive, non-transferable license for you to engage in a business-to-business arrangement to provide Healthcare Services in strict accordance with these Terms, which is incorporated herein by reference.
E. Sign-Up for Shifts: Once registration is completed:
1. i. Ctrl Shift platform allows you direct access to request or book Shifts that are advertised by Clients. By the Client confirming your request for a Shift, you enter into an agreement with the Client to perform Healthcare Services during that Shift and will receive a confirmation of the Shift through the Platform.
2. ii. All invitations, requests, confirmations, and cancellations for Shifts are done so only through the Platform.
3. iii. You and the Client negotiate the rate for the provision of Healthcare Services during a Shift (“Shift Rate”). You may directly request the Client increase the posted rate, which the Client may accept or reject for any reason.
F. Healthcare Service Providers Representations and Warranties: You acknowledge, understand, represent and warrant:
1. i.You are not currently excluded, debarred, or otherwise ineligible to participate in the federal health care programs as defined in 42 USC § 1320a-7b(f) (the “Federal Healthcare Programs”) or any state healthcare programs; Have not been convicted of a criminal offense related to the provision of healthcare items or services but have not yet been excluded, debarred, or otherwise declared ineligible to participate in the Federal Healthcare Programs or any state healthcare programs; Are not, to the best of its knowledge, under investigation or otherwise aware of any circumstances which may result in you being excluded from participation in the Federal Healthcare Programs or any state healthcare programs. This shall be an ongoing representation and warranty during the term of this Terms, and You shall immediately notify Ctrl Shift of any change in the status of the representations and warranty set forth in this section. Any breach of this section shall give Ctrl Shift the right to terminate this Terms immediately for cause.
2. ii.You maintain the confidential nature of Client and PHI information at all times in accordance with governing law. For purposes of this provision, “confidential” information means non-public information about either party 7 | P a g e I n d e p e n d e n t C o n t r a c t o r A g r e e m e n t C t r l + S h i f t or its employees or agents that is disclosed or becomes known to the other party as a consequence of or through its performance of Healthcare Services, including, but not limited to, matters of a business nature, such as bill rates, requests for placement, costs, profits, margins, markets, sales, business processes, information systems, and any other information of a similar nature.
3. iii.All information that you provide to Ctrl Shift is true and accurate, and you will maintain that information up to date. You will provide Ctrl Shift with whatever proof of identity Ctrl Shift may reasonably request. You will keep secure and confidential your account password or any identification Ctrl Shift provides you which allows access to the Platform.
4. iv.You are solely responsible for activity that occurs with your username/password and shall be responsible for maintaining the confidentiality of your password. You shall never use another person’s Account to accept a Shift or otherwise. If you discover any unauthorized use of your username/password, or other known security breach, you must report it to Ctrl Shift immediately. You agree that you are responsible for anything that happens through your username/password until you terminate or deactivate your Account with Ctrl Shift.
5. v.You agree that all laws, licenses, certifications, rules, and regulations required of you to act in the field of nursing and provide Healthcare Services are up to date and honored in accordance with the requirements of your state. You agree and understand that each time you accept an Shift, you warrant that your applicable licenses and certifications are active and current. It is your responsibility to maintain current and active licenses. You agree that you will carry your license with you during the performance of Healthcare Services secured through the Ctrl Shift Platform.
6. vi.Non-Circumvention: You will not use the Ctrl Shift Platform to identify Clients or associated employees to complete offline transactions that circumvent your receipt of payment through the Platform for the provision of Healthcare Services. You may not authorize others to use your user status, and you may not assign or otherwise transfer your user account to any other person or entity without the express written authorization of Ctrl Shift.
7. vii.You shall at all times comply with all applicable state, federal, and local laws while using the Ctrl Shift Platform and performing Healthcare Services.
G. Ctrl Shift Duties: You acknowledge and understand:
1. i.Ctrl Shift provides you with access to the Platform, in accordance with these Terms. While most information and documentation will be contained and 8 | P a g e I n d e p e n d e n t C o n t r a c t o r A g r e e m e n t C t r l + S h i f t viewable through the Platform, Ctrl Shift may, in its reasonable discretion, and upon reasonable request by the Client, provide the Client or government with such information as the Client or government may require from time to time.
2. ii.Ctrl Shift requires you to provide proof of current and active license, Occupational Accident Insurance, and Malpractice Insurance, before being allowed to use the Ctrl Shift Platform to offer services to Clients, as required. Ctrl Shift further requires you to successfully pass a background check or provide proof of a current and active nursing license, or any other state or federal regulatory requirement.
3. iii.Notwithstanding anything to the contrary herein, Ctrl Shift has no authority or control over the Healthcare Services you provide during a Shift or otherwise, including the quality and method of providing such Healthcare Services or the day-to-day oversight or supervision of your provision of such Healthcare Services. Ctrl Shift does not and will not provide you with any tools, equipment, or uniforms for the performance of Healthcare Services.

4. Intellectual Property Rights

The Platform and its entire contents, features and functionaIndlity including but not limited to all information, software, text, data, displays, images, video and audio, and the design, selection and arrangement thereof (“Our Property”), are owned by Ctrl Shift, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

Subject to the terms and conditions herein, we grant you the non-exclusive, limited, revocable right to access and use the Platform solely to the extent necessary for the Specified Purpose identified in Section 1, as permitted by these Terms. We reserve all other rights. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit Our Property or any of the material on our Platform, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by Your Web browser for display enhancement purposes.
If we provide desktop, mobile, or other Platforms for download, you may download a single copy to your computer or mobile device solely for your own personal, non- commercial use.

You must not delete or alter any copyright, trademark, or other proprietary rights notices from Our Property. You must not access or use for any commercial purposes other than the Specified Purpose any part of the Platform or any Services or materials available through the Platform. If you wish 9 | P a g e I n d e p e n d e n t C o n t r a c t o r A g r e e m e n t C t r l + S h i f t to make any use of material on the Platform other than that set out in this section, please address your request to coo@ctrlshiftapp.com.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms, your right to use the Platform will cease immediately and You must, at our option, return or destroy any copies of the materials You have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by Ctrl Shift. Any use of the Platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

The marks of Ctrl Shift, its logo, and all related names, logos, product and service names, designs and slogans are trademarks of Ctrl Shift or its affiliates or licensors. You must not use such marks without the prior written permission of Ctrl Shift. All other names, logos, product and service names, designs and slogans on this Platform are the trademarks of their respective owners, and each owner retains all rights in its marks. Any use of marks displayed on the Platform will inure solely to the benefit of their respective owners.

5. Billing and Payment Terms

A. Payment: Ctrl Shift or an affiliate facilitates payments to you from the Client for Healthcare Services you provide during Shifts. Ctrl Shift charges Clients for both your Shift Rate, as agreed between You and the Client, and the Ctrl Shift booking fee for Healthcare Service Providers, which is agreed between Ctrl Shift and Client (“Booking Fee”), upon Shift confirmation. You acknowledge and agree this payment structure fully compensates you for the Healthcare Services you provide Client.
B. Payment Form: You will be paid by ACH. Payments are processed by Viventium, and you must agree to their terms and conditions prior to using Ctrl Shift’s Platform.
C. Confirmation of Healthcare Service Providers’ Hours: Upon completion of an Shift, you are required to submit a record confirming your completion of the Shift through the Platform. Client is required to electronically confirm the Shift hours worked by you recorded through the Platform within 24 hours of the completed Shift. Unchanged hours for confirmed Shifts will be auto-approved. Undisputed or auto-approved hours for completed Shifts after one (1) day of the completed Shift are deemed correct and payable according to these terms.
D. Instant Payment: If you opt for instant payment, payment will be based on the Shift Hours recorded through the Platform’s clock-in and clock-out functionality at the start and end of each Shift. Client or supervisor confirmation is not required for instant payment. If instant payment is not selected, or if Shift Hours are not properly recorded through the Platform, payment will be processed in the regular weekly payroll cycle.
E. Cancellation Policy
1. i.Once you accept a Shift, you have committed to put your best efforts forward to complete the Shift. The Client is counting on you so you should not request or accept a Shift unless you are reasonably certain that you can be there. Any Shift you cancel with less than 2 days or 48 hours until the Shift start time will result in a penalty on your account, resulting in a temporary account restriction.
2. ii.Not showing up for a Shift you are confirmed for and not notifying the Client within 24 hours of the start of the Shift that you are unable to fulfill your temp contract is commonly referred to as a “No-call, No-Show”. Performing a “No Call, No Show” is a breach of this Terms. Performing a 3 “No-Call, No-Shows” will result in you being blocked from the Platform.
3. iii.In the event of a total Client office closure, which results from causes beyond the reasonable control of the Client, including, and not limited to infrastructural emergencies that deem the entire workforce inoperable (general building malfunctions, electrical, gas, and water damage), you will be paid out 25% of your Shift Rate and the Client will receive a 75% refund of the rate. The Ctrl Shift Booking Fee will still be paid in full.
4. iv.If Client elects to cancel their request for Healthcare Services from you between 48-24 hours before the Shift, you will still be paid 25% of the Shift Rate for the inconvenience and loss of work.
5. v.If the Client elects to cancel their request for Healthcare Services from you within 24 hours before a Shift you will still be paid 100% of the Shift Rate for inconvenience and loss of work as you may not be able to otherwise find work during the same time slot.

6. HIPAA: You acknowledge and agree that Client has the discretion to require you to sign a Business Associate Terms (“BAA”) should you have access to the personal health information (“PHI”) of Client’s patients. However, you understand and agree that Ctrl Shift provides access to a technology platform and does not provide Healthcare Services and Ctrl Shift does not have any access to PHI of Client’s patients

7. Limitations on Liability

A. IN NO EVENT WILL CTRL SHIFT, THEIR AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEB PLATFORMS LINKED TO IT, ANY CONTENT ON THE SERVICE OR SUCH OTHER SERVICES OR ANY SERVICES OR ITEMS OBTAINED OR TRANSACTED THROUGH THE PLATFORM OR SUCH OTHER SERVICES, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL 11 | P a g e I n d e p e n d e n t C o n t r a c t o r A g r e e m e n t C t r l + S h i f t OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY, WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IN NO EVENT SHALL CTRL SHIFT’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED U.S. DOLLARS (US $500).
B. CTRL SHIFT’S PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE HEALTHCARE SERVICES WITH CLIENTS, BUT YOU AGREE THAT CTRL SHIFT HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES PROVIDED BY YOU OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
C. THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER CLIENT’S RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

8. Termination

A. The term of these Terms shall commence on and be effective as of the date these Terms are first accepted by you and will continue until these Terms are terminated in accordance with the terms and conditions herein.
B. Except as otherwise provided herein, you can terminate these Terms with or without cause by providing prior written notice to Ctrl Shift of such termination. Any termination of the Terms in accordance with the foregoing shall be effective as of the date of the later of (a) the date on which you delete and deactivate your Account and (b) the day after you have completed your last Shift that has already been scheduled and accepted by Client as of the time Ctrl Shift receives your notice of termination.
C. Notwithstanding anything to the contrary in these Terms, Ctrl Shift may deactivate your Account and/or terminate these Terms immediately, with respect to you in the event you are in violation of these Terms as determined in the sole discretion of Ctrl Shift:
i. Fails to obtain and provide a valid and active Healthcare Service Providers’ license;
ii. Fails to obtain a satisfactory background check, including not being currently excluded, debarred, or otherwise ineligible to participate in the Federal Healthcare Programs or listed on the OIG Exclusion List;
iii. Provides false or inaccurate information on the Platform about your identity, credentials, and/or hours performing Healthcare Services;
iv. Uses the Platform in any manner or for any purpose other than as expressly provided in these Terms, including but not limiting to using the Platform in an unlawful or fraudulent purpose;
v. Takes any action that may unreasonably encumber the Platform’s infrastructure, including actions that damage, disable, overburden, impair or interfere with any other user’s use of the Site, including but not limited to introducing viruses, worms, time bombs, Trojan horses, malicious code, or other malware to the Site;
vi. Resells, assigns, sub-licenses, discloses, distributes, or otherwise transfers or makes available the Platform in any form, in whole or in part, to any third party;
vii. Violates the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy;
viii. Submits, uploads to, distributes through or otherwise posts to the Platform any material that is libelous, defamatory, threatening, abusive, obscene, indecent, harassing, discriminatory, violent, hateful, inflammatory, scandalous, obscene, pornographic, unlawful or that encourages a criminal offense, or otherwise objectionable;
ix. Endangers patient safety or otherwise provides Healthcare Services in a way that violates federal, national, local, state, foreign, or international laws;
x. Uses the Platform for any reason not explicitly authorized by these Terms, including commercial solicitation purposes or any purpose in violation of the Non-Circumvention Section herein;
xi. Creates more than one account, use another member’s account, or use the Platform if Ctrl Shift has previously deactivated your account;
xii. Falsifies information in your account, including your name, location, licensure, insurance, payment instrument information, credentials, or qualifications;
xiii. Violates the Confidentiality obligations herein;
xiv. Ctrl Shift receives a complaint by Clients, Ctrl Shift employees, or other Healthcare Service Providers that Healthcare Service Provider engaged in 13 | P a g e I n d e p e n d e n t C o n t r a c t o r A g r e e m e n t C t r l + S h i f t conduct that a reasonable person would find threatening, abusive, obscene, indecent, harassing, violent, profane, hateful, inflammatory, scandalous, obscene, pornographic, unlawful or that encourages a criminal offense, or otherwise objectionable;

9. Indemnification

A. By entering into these Terms and providing the Healthcare Services to Clients, you agree, to the fullest extent permitted by applicable law, that you shall defend, indemnify and hold Ctrl Shift, their licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys, assigns and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with you providing Healthcare Services inconsistently with your classification as an independent contractor, including but not limited to the following claims:
1. i.based on alleged breach of any term of these Terms, representations, and warranties of you set forth herein,
2. ii.based on violation of any applicable law or regulation;
3. iii.based on violation of any rights of any third party, including Clients;
4. iv.based on negligent or intentional acts;
5. v.based on your content you submit, post, or transmit through the Platform,
6. vi.related to any Shift, including any claims by any third party or government agency that you were misclassified as an independent contractor or employee of Client, and any claim that Ctrl Shift was an employer or joint employer of you and/or any of your affiliate, employee, or subcontractor, and related legal claims under any employment laws; or
7. vii.based a claim that any User Data infringes the copyright, trademark, or patent rights of any third party.

10. Miscellaneous

A. Nondiscrimination: Ctrl Shift does not discriminate on the basis of sex, color, race, national origin, religion, gender, gender identity, marital status, age, sexual orientation, or any other applicable federal, state, or local protected class.
B. Headings: Headings are used in these Terms for reference only and shall not be considered when interpreting these Terms.
C. Modifications: Except as provided in the standalone Arbitration Agreement, incorporated herein, and with the exception of claims already asserted in arbitration, Ctrl Shift reserves the right to change the Terms at any time in our sole business 14 | P a g e I n d e p e n d e n t C o n t r a c t o r A g r e e m e n t C t r l + S h i f t discretion. Updated versions of the Terms will never apply retroactively and the updated Terms will give the exact date they go into effect. If the modifications to the Terms constitute a material change, in Ctrl Shift’s good faith reasonable judgment, Ctrl Shift will notify you Via email or posting notice Via Platform. If you do not agree to any amendment of the Terms, you must immediately stop using the Platform. Your continued use of the Platform after any modification to the Terms constitutes acceptance of the amended Terms.
D. Survival: Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, and 10 will survive any termination of these Terms.
E. Notices: Any notice or other communication required or permitted by these Terms to be given to a party shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service, or mailed by U.S. registered or certified mail (return receipt requested), or sent via facsimile (with receipt of confirmation of complete transmission) to the party at the party's address or facsimile number written below or at such other address or facsimile number as the party may have previously specified by like notice. If by mail, delivery shall be deemed effective 3 business days after mailing in accordance with this Section 11.E.
1. (1) Ctrl Shift
2. 117 Ditmas Ave, Brooklyn, NY 11218
3. Attention: Pearl Landau
4. (2) If to Healthcare Service Providers, to last address of Healthcare Service Providers provided in writing to Ctrl Shift.
F. Waiver and Severability: No waiver by Ctrl Shift of any term or condition set forth in the Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Ctrl Shift to assert a right or provision under the Terms shall not constitute a waiver of such right or provision. The invalidity of any one or more of the words, phrases, sentences, clauses, or sections contained in these terms shall not affect the enforceability of the remaining portions of these terms or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, or sections contained in the Terms shall be declared invalid or unenforceable by a court of competent jurisdiction, or an arbitrator as applicable, the Terms shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted. If such invalidity is caused by scope, length of time, or size of area, or any or all of the foregoing, the otherwise invalid or unenforceable provision will be considered to be reduced to such scope, time, or area, which would cure such invalidity and render it valid and enforceable.
G. Assignability: The Terms and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third party without our prior written consent in our sole discretion. Any purported assignment, transfer or delegation without such consent will be null and void. Ctrl Shift may assign or otherwise transfer or delegate the Terms (including any rights or obligations hereunder), including to any purchaser of Ctrl Shift’s business, from time-to-time in our sole discretion. These Terms will be binding upon and inure to the benefit of the parties’ successors and permitted assigns.
H. Governing Law: Other than the Arbitration Agreement, which shall be governed by the Federal Arbitration Act, these Terms shall be governed by the laws of the State of New York without regard to conflicts of law rules.

Entire Agreement:

Ctrl Shift Contractor – Arbitration Agreement (United States)

This Arbitration Agreement (“Agreement”) will govern how Healthcare Service Providers (“You” and “Your” and “Healthcare Service Provider”), an independent contractor seeking to provide Healthcare Services, Ctrl Shift, LLC (“Ctrl Shift”), Ctrl Shift affiliates, and Clients seeking Healthcare Services, can bring claims against each other for Your use of Ctrl Shift’s proprietary nurse scheduling platform (“Platform”). Agreement will with limited exception, require You and Ctrl Shift to submit claims against each other to binding and final arbitration on an individual basis. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Contractor Terms of Use between You and Ctrl Shift.

THE FEDERAL ARBITRATION ACT (9 U.S.C. § 1 ET SEQ.) APPLIES TO THIS AGREEMENT, WHICH COMMENCES THE MUTUAL OBLIGATIONS BY CTRL SHIFT, CTRL SHIFT AFFILATES, CLIENTS, AND YOU TO ARBITRATE DISPUTES. ALL DISPUTES COVERED BY THIS AGREEMENT WILL BE DECIDED BY A SINGLE ARBITRATOR THROUGH FINAL AND BINDING ARBITRATION AND NOT BY WAY OF COURT OR JURY TRIAL.

A. CLAIMS COVERED BY THE AGREEMENT: This Agreement is intended to be as legally permissible, and, except as they otherwise provide, apply to all claims or controversies, past, present, or future, that otherwise would be resolved in a court of law or before a forum other than arbitration. Except as they otherwise provide, these Agreement apply to any dispute that Ctrl Shift, any Client utilizing the Platform, or any other Ctrl Shift affiliate, may have against You or that You may have against Ctrl Shift, Ctrl Shift affiliate, any Client utilizing the Platform, and/or any of their, past, present, or future: (i) officers, directors, shareholders, employees, members, agents, clients, customers or facilities utilizing the Ctrl Shift Platform; (ii) parents, subsidiaries, affiliates; (iii) benefit plans or the plans’ sponsors, fiduciaries, administrators, affiliates or agents; and (iv) successors or assigns. Each and all of which the individuals and entities listed in (i) – (iv) above may enforce these Terms as a direct or third-party beneficiary.

Except as they otherwise provide, this Arbitration Agreement applies, without limitation, to claims based upon or related to the Terms, Your classification as an independent contractor, Your provision of Healthcare Services, Your use of the Platform, any payments received by You through the Platform or arising out of or relating to the acceptance or performance of Healthcare Services arranged through the Platform, the termination of these Terms, and all other aspects of Your relationship (or the termination of its relationship) with Ctrl Shift, any other Ctrl Shift affiliate, past, present or future, whether arising under federal, state or local statutory and/or common law.

The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the validity, scope, applicability, enforceability, or waiver of this Agreement including, but not limited to any claim that all or any part of this Agreement is void or voidable.

B. LIMITATIONS ON HOW THIS AGREEMENT APPLIES AND CLAIMS NOT COVERED BY THIS AGREEMENT: The following claims are not covered under this 17 | P a g e I n d e p e n d e n t C o n t r a c t o r A g r e e m e n t C t r l + S h i f t Agreement: (i) Your compensation benefits, state disability insurance benefits or unemployment insurance benefits; however, this Agreement applies to discrimination or retaliation claims based upon seeking such benefits; and (ii) disputes that an applicable federal statute expressly states cannot be arbitrated or subject to a pre-dispute agreement, including disputes that may not be subject to pre-dispute agreement under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act.

Nothing in this Agreement prevents You from making a report to or filing a claim or charge with a governmental agency, and nothing in this Agreement prevents the investigation by a government agency of any report, claim or charge otherwise covered by these Agreement. Nothing in this Agreement prevents or excuses a party from exhausting administrative remedies by filing any charges or complaints required by any governmental agency before bringing a claim in arbitration. Ctrl Shift, Client, and other Ctrl Shift affiliates, will not retaliate against You for filing a claim with an administrative agency. This Agreement also does not prevent or prohibit You in any way from reporting, communicating about, or disclosing claims for discrimination, harassment, retaliation, or sexual abuse.

Either party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief. The court to which the Platform is made is authorized to consider the merits of the arbitrable controversy to the extent it deems necessary in making its ruling, but only to the extent permitted by applicable law. All determinations of final relief, however, will be decided in arbitration.

C. ARBITRATION PROCEDURES: The arbitration will be administered by the American Arbitration Association (“AAA”), and except as provided in these Terms, will be under the then current Commercial Arbitration Rules of the AAA (“AAA Rules”) (the AAA Rules are available via the internet at www.adr.org/commercial or by using a service such as Google to search for “AAA Commercial Arbitration Rules”); provided, however, if there is a conflict between the AAA Rules and this Agreement, this Agreement shall govern. Unless the parties jointly agree otherwise, the Arbitrator must be an attorney licensed to practice law in the state in which the arbitration is convened, or a retired judge from any jurisdiction. In the event, however, either party asserts a claim or claims that include a covered ERISA claim, the parties agree the Arbitrator must be a retired federal judge from any jurisdiction. Unless the parties jointly agree otherwise, the arbitration will take place in or near the city and in the state where You were last engaged by a Client on the Ctrl Shift Platform.

The Arbitrator will be selected as follows: The AAA will give each party a list of 11 arbitrators (who are subject to the qualifications in the preceding paragraph) drawn from its panel of arbitrators. Each party will have ten (10) calendar days to strike all names on the list it deems unacceptable. If only one common name remains on the lists of all parties, that individual will be designated as the Arbitrator. If more than one common name remains on the lists of all parties, the parties will strike names alternately from the list of common names by telephone conference administered by AAA, with the party to strike first to be determined by a coin toss conducted by 18 | P a g e I n d e p e n d e n t C o n t r a c t o r A g r e e m e n t C t r l + S h i f t AAA, until only one remains. If no common name remains on the lists of all parties, the AAA will furnish an additional list of 11 arbitrators from which the parties will strike alternately by telephone conference administered by AAA, with the party to strike first to be determined by a coin toss conducted by AAA, until only one name remains. That person will be designated as the Arbitrator. If the individual selected cannot serve, AAA will issue another list of 11 arbitrators and repeat the alternate striking selection process. If the AAA will not administer the arbitration or is unwilling to administer the arbitration consistent with this Agreement, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted to appoint a neutral Arbitrator, who shall act under this Agreement with the same force and effect as if he or she had been specifically named herein.

The Arbitrator may award any remedy to which a party is entitled under applicable law, but remedies will be limited to those that would be available to a party in their individual capacity for the claims presented to the Arbitrator, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. Unless otherwise agreed in writing by the parties, the Arbitrator shall apply the substantive federal, state, or local law applicable to the claims asserted. The Federal Rules of Evidence shall apply to the proceeding. Either party may file dispositive motions, including without limitation a motion to dismiss and/or a motion for summary judgment, and the Arbitrator will apply the standards governing such motions under the Federal Rules of Civil Procedure.

The Arbitrator will issue an award by written opinion within thirty (30) days from the date the arbitration hearing concludes or the post-hearing briefs (if requested) are received, whichever is later. The opinion will be in writing and include the factual and legal basis for the award. Judgment on the award issued by the Arbitrator may be entered in any court of competent jurisdiction. Either party may seek correction, confirmation or vacatur in a court of competent jurisdiction as provided by the Federal Arbitration Act.

D. NOTICE OF ARBITRATION DEMAND, COOLING OFF PERIOD, AND INFORMAL SETTLEMENT CONFERENCE: Ctrl Shift, Client, other Ctrl Shift affiliates, and You agree that the party initiating the claim must make a written demand for arbitration of the claim to the other party no later than the expiration of the statute of limitations (deadline for filing) that the law prescribes for the claim. The demand for arbitration shall identify the claims asserted, the facts upon which such claims are based, and the relief or remedy sought. The demand for arbitration must be signed by the party making the demand for arbitration (You personally or authorized representative of Ctrl Shift, Client, or other applicable Ctrl Shift affiliate). Written demand for arbitration to Ctrl Shift must be sent to the addresses in Section 11. The Arbitrator will resolve all disputes regarding the timeliness or propriety of the demand for arbitration and apply the statute of limitations that would have applied if the claim(s) had been brought in court.

The parties mutually agree that after a party initiates the claim by making a written demand for arbitration to the other, unless otherwise mutually agreed to in writing by both parties, neither party will submit the demand to AAA for thirty (30) days after the demand is made (“Cooling Off Period”). During the Cooling Off Period, the parties may attempt in good faith to resolve the 19 | P a g e I n d e p e n d e n t C o n t r a c t o r A g r e e m e n t C t r l + S h i f t claim. The parties may also mutually agree to extend the Cooling Off Period. During the Cooling Off Period, either party may request an informal meeting to discuss in good faith a potential informal resolution of the dispute, without the need to go forward in an arbitration (“Informal Settlement Conference”). If timely requested, the Informal Settlement Conference will take place at a mutually agreeable time by telephone or videoconference. You and Ctrl Shift representative must personally participate; any counsel representing You or Ctrl Shift, Client, or other Ctrl Shift affiliates, also may participate. The requirement of personal participation in an Informal Settlement Conference may be waived only if You and Ctrl Shift, Client, and other applicable Ctrl Shift affiliate, agree in writing. At the end of the Cooling Off Period or if an Informal Settlement Conference is timely requested, 30 days after completion of the Informal Settlement Conference, and unless the parties have resolved the claim, the demand for arbitration will be submitted to AAA for administration by the party initiating the claim. The AAA’s address is as follows: American Arbitration Association, Case Filing Services, 1101 Laurel Oak Road, Suite 100, Voorhees, NJ 08043. The AAA’s current address and/or email address also may be found on its web site at www.adr.org. Unless otherwise prohibited by applicable law, an arbitrator and/or AAA is without authority to accept or administer any arbitration demand unless and until the parties have complied with the demand for arbitration process and Cooling Off Period.

E. CLASS, COLLECTIVE, AND OTHER REPRESENTATIVE ACTION WAIVERS (“CLASS ACTION WAIVER”): Ctrl Shift, You, Client, and other Ctrl Shift affiliates mutually agree that by entering into this Agreement, You waive Your right to have any dispute or claim brought, heard, or arbitrated as a class, collective, and/or other representative action to the maximum extent permitted by law, and an arbitrator will not have any authority to hear or arbitrate any such class, collective, or other representative action. You also waive Your right to receive notice of any class, collective, or other representative action that may be filed. Notwithstanding any other clause contained in this Agreement the AAA Rules, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or other representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective, or other representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

F. ARBITRATION FEES AND COSTS: You and Ctrl Shift shall follow the AAA Rules applicable to initial filing fees, but You will not be responsible for any portion of those fees in excess of the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. Ctrl Shift, Client, or applicable Ctrl Shift affiliate, shall pay any remaining portion of the initial fee and will pay all costs and expenses unique to arbitration, including without limitation the Arbitrator’s fees. Each party will pay for its own costs and attorneys’ fees, if any, except that the Arbitrator may award reasonable fees and costs to the prevailing party as provided by law or contract. The Arbitrator will resolve any disputes regarding costs/fees associated with arbitration.

G. SANCTIONS: To the extent allowed by applicable law and if the claim(s) or counterclaim(s) brought by either party in arbitration allow for imposition of sanctions, the Arbitrator may award either party its reasonable attorneys’ fees and costs, including reasonable expenses associated with production of witnesses or proof, upon a finding that the claim or counterclaim was frivolous or brought solely to harass You, Ctrl Shift, Client, or another Ctrl Shift affiliate.

H. CONSTRUCTION AND ENFORCEMENT OF THIS AGREEMENT: This is the complete agreement of the parties about arbitration of covered disputes. Any contractual disclaimers Ctrl Shift, Client, other applicable Ctrl Shift affiliate, has in any handbooks, other agreements, or policies do not apply to these Agreement. Unless this Agreement is not entered into, deemed void, unenforceable, or invalid in their entirety, You, Ctrl Shift, Client, and other applicable Ctrl Shift affiliate, expressly agree that this Agreement supersedes and takes priority over any other agreement between the parties. If a court determines the Federal Arbitration Act does not apply to a particular dispute or to one or both parties, the parties agree that the arbitration law of the jurisdiction where the arbitration will take place will apply. This Agreement will survive the termination of Your access to Ctrl Shift’s Platform.

You have the right to consult with counsel of Your choice concerning this Agreement and to be represented by counsel at any stage during the arbitration process. If any provision of this Agreement is found to be invalid, unenforceable, unconscionable, void or voidable, in whole or in part, that provision will be severed or modified and such adjudication will not affect the validity of the remainder of the Agreement. All remaining provisions will remain in full force and effect.

YOU HAVE CAREFULLY READ AND UNDERSTAND THESE MUTUAL TERMS TO ARBITRATE AND AGREE TO THEIR TERMS. BY SIGNING THIS AGREEMENT PHYSICALLY, OR ELECTRONICALLY THROUGH DOCUSIGN OR OTHER ELECTRONIC MEANS, YOU ARE AGREEING TO AND ACCEPTING THE ARBITRATION AGREEMENT, AND CTRL SHIFT, CLIENT, YOU, AND OTHER APPLICABLE CTRL SHIFT AFFILIATES, ARE GIVING UP RIGHTS TO A COURT OR JURY TRIAL AND AGREEING TO ARBITRATE CLAIMS AND DISPUTES COVERED BY THE AGREEMENT.