VeeShift

Veeshift Terms of Service

This Terms of Service (the “Agreement”) is made and entered into by and between Veeshift, LLC, a technology company (“Veeshift” or the “Company”), and you, a self-employed individual or independent contractor who is a licensed healthcare provider (“you”) (collectively the “Parties”).

A . Introduction

The Company: The Company is a technology company that provides a technology platform for healthcare companies and self-employed or independent contractor licensed healthcare providers to connect for the purposes of engaging in a business to business arrangement to contract for services needed by the healthcare companies. The Company is not a healthcare company or healthcare facility and is neither affiliated with self-employed or independent contractor healthcare providers nor healthcare companies that use its platform. The Company merely provides a platform to connect under whatever terms they so choose.
You: You are a self-employed individual or independent contractor who is a licensed healthcare provider that independently determines if, when, and who you provide services to through the Company’s platform. You are (a) are 18 years of age or older, (b) reside in the United States, but not in the States of California, Illinois, Massachusetts, Minnesota, Nevada, New Jersey, New York, Oregon, Pennsylvania, Washington, and Wisconsin, (c) have not been previously suspended or removed from the Platform, or engaged in any activity that could result in removal from the Platform, (d) do not have more than one Account on the Platform, and (e) have full power and authority to enter into this Agreement and in so doing will not violate any other agreement to which you are a party.
Purpose: The purpose of this Agreement is to establish the terms regarding your access to and use of the Company’s technology platforms at Veeshift’s Online website which is located at Veeshift.com and other third parties with whom Veeshift and You contract. (the “Platforms”).
Acknowledgments: You acknowledge and agree that you will read this Agreement carefully before you begin using the Platform you will sign the Terms of service Via click to accept or e-sign when onboarding to the platform. By acknowledging this Agreement and using the Platform, you indicate your agreement to be bound by this Agreement and all revisions thereof. This Agreement is applicable to your use of the Platform regardless of how you accessed the Platform. If you do not wish to be bound by this Agreement, including the mandatory arbitration and class action waiver provisions set forth herein, you must not access or use the Company’s Platforms.

B . Definitions

Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest or the majority of the voting rights of such entity.
“Company Data” means all data related to the access and use of the Services hereunder, including all data related to the provision of Shifts via the Services and Facility Information.
“Facility” means a healthcare facility authorized by Veeshift to use the Services for the purpose of obtaining Healthcare Services offered by you.
“Facility Information” means information about a Facility made available to you in connection with such Facility’s request for and use of Healthcare Services which may include the Facility’s name, address, contact information, and a description of a particular service need.
“Licensed Healthcare Provider” means an individual with current licenses as a Certified Nurse Aide (CNA), State Tested Nursing Assistant (STNA), Registered Nurse (RN), Certified Medication Technician (CMT), or Licensed Practical Nurse (LPN).
“Healthcare Services” means the healthcare services provided by you as a licensed healthcare provider, Certified Nurse Aide (CNA), State Tested Nursing Assistant (STNA), Registered Nurse (RN), Certified Medication Technician (CMT), or Licensed Practical Nurse (LPN), that are requested, and accepted through the Platforms.
“Services” means the access and use of the Platforms and services and functions related thereto, including, Veeshift’s on-demand lead generation and related services that enable you and Facilities to seek, request, receive, , approve, accept, reject, and/or fulfill on-demand requests for available self-employed individuals or independent contractors who are licensed healthcare providers to perform healthcare services for Facilities seeking healthcare services; such Services include access to the Platforms and payment services as described in Sections D and H, and related support services and systems, as may be updated or modified from time to time.
“User” is a person who utilizes or accesses Platforms or performs Shifts.
“Shift” is the provision of Healthcare Services by self-employed individuals or independent contractors who are licensed healthcare providers to a Facility in accordance with the description and scope of such Healthcare Services, including the type and nature of such Healthcare Services, the date, time, duration, and location of such Healthcare Services, that are requested, received, approved, accepted, and fulfilled through the use of the Services.

C. Contractor Relationship Between the Parties

Relationship Between the Parties: You acknowledge and agree that:

The Company is a technology company that constitutes a qualified marketplace under laws recognizing such platforms for businesses that operate a digital website or application facilitating the provision of services by qualified marketplace contractors to individuals or entities seeking such services.
The Company neither employs you nor provides healthcare services.

This Agreement is not an employment agreement and does not create an employment relationship between the Company and you.

No joint venture, partnership, or agency relationship exists between the Company and you.
The business relationship between the Company and you under this Agreement is a temporary, and not a permanent, relationship.
You have no authority to bind the Company or its affiliates and you shall not hold yourself out as an employee, agent, or authorized representative of the Company or its affiliates.
In performing services or any obligation under this Agreement, you shall be and will remain at all times an independent contractor in fact and law and not an employee of the Company or Facility.

Non-Exclusive: Nothing in this Agreement 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. The Company expects you will provide similar services through other Platforms and Platforms and for other parties. The Company expressly acknowledges you can earn income from other sources and expects you will do so.

Equipment: 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. The Company does not provide any uniforms to you. The Company does not provide expense reimbursement to you.

Direction and Control:

You will choose to accept, how frequently to accept Shifts, the duration of the Shifts acceptable to you, and the manner in which you will provide the services sought.
The Company does not dictate the specific time of performance and does not guarantee you any minimum amount of Shifts.
You can hire employees and independent contractors to provide services relating to completion of Shifts on the Platform.
The Company 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.
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 Agreement.

Taxes and Benefits: You acknowledge and agree that:
1. 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, you are and will be treated as an independent contractor and not as a Company employee. Accordingly, the Company will not withhold any employment taxes from any compensation paid to you under this Agreement, 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 Agreement by you.
2. 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 the Company that is inconsistent with you being an independent contractor (and not an employee) of the Company.
3. You, your affiliate, employee, and subcontractor are not eligible for, nor shall participate in, any Company or Facility 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.
4. 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”). To accomplish this VeeShift has arranged to have $500,000/$1,000,000 aggregate for OAI insurance available through the On-Demand Independent Contractors Association (“ODICA”) and $1,000,000/ $3,000,000 aggregate for Malpractice Insurance. Both coverages are brokered by Bunker Protect. You will be charged a Trust and Safety Fee of $0.60 per hour for providing Services through Veeshift technology platform that may go towards OAI, Malpractice Insurance, and ODICA membership dues. By agreeing to these Terms of Use, you are agreeing to pay this Trust and Safety Fee. If you have your own insurance meeting the thresholds specified herein, please contact Veeshift and the Trust and Safety Fee may be removed.
5. By agreeing to this Terms of Use, you agree to enroll as a member of ODICA. Membership in ODICA is non-transferable and only one membership in ODICA is allowed per eligible person. You agree to abide by ODICA’s bylaws, which are available upon request and may be amended periodically. Nothing herein creates the relationship of employer-employee between member and ODICA. Members of ODICA have access to certain benefits and/or products offered by ODICA. Benefits and/or products are offered at the sole discretion of ODICA, and may vary by availability, vendor or the member’s state of residence. ODICA may change vendors or immediately terminate the benefits and/or products offered without prior notice to members. Termination of membership in ODICA will result in the loss of such benefits and/or products. By agreeing to these Terms of Use, you authorize ODICA to share your information with such third-party vendors on an as-needed basis only.
6. In the event that your actions or the actions of your affiliate, employee, or subcontractor 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 Agreement, you acknowledge and understand that they will not be covered by any general liability or automobile liability insurance coverage that the Company may have, and that the Company is not making any commitment to defend and/or indemnify them in such circumstances, and specifically denies any such obligation.
7. You are required to expeditiously notify Veeshift at [email protected] of any accidents or emergencies that occur while performing Shifts and to cooperate and provide all necessary information related thereto. Notwithstanding, you should not provide or otherwise disclose to Veeshift or its affiliates any personal health information (“PHI”) in violation of any applicable law, including HIPPA.
8. You, your affiliate, employee, and subcontractor 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 the Company or Facility.
9. You, your affiliate, employee, and subcontractor are not entitled to the Company’s workers’ compensation benefits unless workers’ compensation coverage is provided by you or some other entity. In the event that you, your affiliate, employee, or subcontractor are injured while working in the course and scope of a Shift, you acknowledge and understand that they will not be covered by any workers’ compensation insurance coverage that the Company or Facility may provide to its employees.
10. You agrees to indemnify, defend and hold the Company 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 the Company not withholding or remitting employment taxes or contributions relative to compensation paid to you.

D. Use of Platform

Registration: In order to schedule Shifts and otherwise use the Platform, you are required to register with Veeshift and execute this Agreement. Registration requires you to submit your name, contact information (including address, phone number, and email address), proof of current credentials, and work history. You are also required to create a username and password and verify that you are over eighteen (18) years of age.
1. Background Check and Drug Screen: You will be required to successfully complete a drug screen, TB testing, OIG registry, background checks, other investigations pursuant to applicable law in order to sign-up for the Facility’s Shifts. Veeshift will arrange for you to complete the screen, testing, and/or check with a third-party service provider for a fee at your expense. You will also be required to complete relevant consent and authorization forms. Please contact [email protected] to get assistance. Veeshift will charge you $71.00 for the costs of completing the investigations, which will be deducted after your first two (2) completed Shifts $35.50 per shift pursuant to applicable law.
2. Vaccination and Immunizations: You will be required to provide up-to-date proof of COVID-19 vaccination and other proof of immunizations pursuant to applicable law and Facility requirements in your state in order to sign-up for the Facility’s Shifts.
3. Credentials: You are required to provide Veeshift current and up-to-date proof of credentials. You are solely responsible for keeping current, valid, and accurate, all required Credentials necessary to provide Healthcare Services for Shifts. Veeshift may, but is not required to, notify you when such Credentials or other requirements are approaching expiration. Upon expiration of any of the foregoing (i.e., professional license, CPR, immunizations, etc.) any then scheduled Shifts may be cancelled, without any payment to you, by the Facility and/or your access to the Platform limited, restricted, or deactivated until all up-to-date Credentials and other requirements are received and verified by VeeShift.
4. Registration Maintenance: You are solely responsible for uploading and maintaining your information in your Registration. Failure to maintain accurate, complete, and current information in your Registration may result in restrictions to accessing the Platform or termination.
Sign-Up for Shifts: Once registration is completed, you shall have access to sign-up for Shifts with Facilities. Veeshift uses a proprietary online scheduling system that allows you direct access to request Shifts that are advertised by Facilities. All requests, confirmations, and cancellations for Shifts are done so only through the Platform. By the Facility confirming your request for a Shift, you enter into an agreement with the Facility to perform services during that Shift, and the Shift will no longer be available to other Healthcare Service Providers to request.
Time Recording: For accepted Shifts, you must submit and verify your time-clock information through the Platforms within 2 calendar days of completing the Shift. The Facility will confirm the information prior to processing payment for Healthcare Services.
Cancellation:

You may cancel any request for a specific Shift prior to acceptance of such Shift by the applicable Facility. Once you are approved or accepted for a specific Shift, you agree to use your best efforts to perform services during the specific Shift. However, should you need to cancel an approved or accepted Shift, you must cancel your Shift through the Platforms. Failure to notify a Facility that you intend to cancel an approved or accepted Shift 24-hours in advance will be recorded as Unauthorized Cancellation (“UC”). If you have UC rates in excess of 15% of your confirmed Shifts, you will be in breach of the Agreement and Veeshift may terminate, deactivate, or otherwise restrict you from accessing or using the Platforms.

Without authorization of the Facility for your confirmed Shift, failure to show up after one (1) hour of your confirmed Shift start time or leave early one (1) hour from your confirmed Shift will be recorded as a No Show (“NS”). If you have three (3) NSs, you will be in breach of the Agreement and Veeshift may terminate, deactivate, or otherwise restrict you from accessing or using the Platforms.

Facilities may cancel an otherwise accepted Shift through the Platforms. If Facilities cancel an accepted Shift within two (2) hours of the start of said Shift, and you contact Veeshift at [email protected] within 48-hours, Veeshift will process payment for the value of a quarter of the assigned Shift that was cancelled by the Facility.
Unauthorized Use: 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 Veeshift immediately. You agree that you are responsible for anything that happens through your username/password until you terminate or deactivate your Account with Veeshift.

E. Intellectual Property Rights

The Platform and its entire contents, features and functionality 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 the Company, 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 only, as permitted by this Agreement. 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 applications 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 to make any use of material on the Platform other than that set out in this section, please address your request to [email protected].

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 the Company. Any use of the Platform not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark, and other laws.

The marks of the Company, its logo, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. 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.

F. Interactions Between You and Healthcare Companies on the Platform

You acknowledge and agree that your fulfillment of a Shift creates a direct business relationship between you and the Facility. The Company 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 fulfillment of any Shift, or otherwise.
You shall have the sole responsibility for any obligations or liabilities to Healthcare Companies or third parties that arise from your provision of Healthcare Services in fulfillment 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, unless the additional Healthcare Services are in response to an emergency and necessary to prevent harm or further damage.
The Company is not responsible for any Facility’s communication with or subsequent relationship with you. The Company disclaims all responsibility for the accuracy of information, including personal information or information made available in Shift request. Neither the Company nor any of our affiliates, agents, directors, employees, suppliers, investors, or licensors will be liable for any claim, injury, or damage arising in connection with your use of the Platform.
Failure by you to fulfill your agreed service remains your respective responsibility and not the responsibility of the Company.
Dispute Resolution: Veeshift tries to make sure that Facilities are happy with the Services provided by You during Shifts, but we understand that this is not always going to be the case. When a Facility is not satisfied with your Services that are provided during a Shift, and such dissatisfaction is reported to Veeshift within twenty (20) days of the completed Shift, we may, at our discretion, issue a refund or adjust the Shift Fee, and any components thereof, for such Shift. As a result, this may affect the amount paid to You. We call these instances “Shift Disputes.” A Shift Dispute includes, but is not limited to, the following: (a) when You are incapable of or unwilling to adequately perform the Services agreed to for the Shift; (b) when You inaccurately verify the hours worked for a given Shift into the Platforms, and, as a result, was or may be overpaid for the Shift; (c) if during the Shift, You did not comply with safety or health standards that were required given the nature of the particular Shift or otherwise fail to comply with applicable law or the applicable Facility’s standards, policies, practices, an procedures governing in the fulfillment of such Shift. If a Facility submits a Shift Dispute, Veeshift will investigate the matter. After we receive a Shift Dispute, we will contact you for you to provide any information regarding the matter.

G. Licensure and Certifications

You acknowledge and agree that at all times, you shall: (a) hold and maintain all Credentials and other any other authorizations or requirements applicable to you that are necessary to fulfill the Shifts you sign-up for on the Platform; and (b) 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, drug screen, TB testing, fingerprinting, OIG registry, and/or other investigations from time to time in order to qualify to provide, and remain eligible to provide, Healthcare Services per the requirements of certain Facilities and applicable law. You acknowledge and agree that the Company reserves the right, at any time to terminate, deactivate, or otherwise restrict you from accessing or using the Platforms if you fail to meet the requirements set forth in this Agreement.

H. Financial Terms

Payment Calculation: The Company pays you the Hourly Rate advertised to you by the Facility on the Platform and agreed to by you. The Company reserves the right to change the terms of payment from time to time. If the Company changes its payment structure or implements other payment-related charges for use of the Platform, we will give you advance notice of these changes.
Method of Payment: Veeshift facilities payments to you from the Facility for Healthcare Services you provide during Shifts. Veeshift provides payment Weekly. You have the option of being paid by: (1) automatic deposit or (2) pay card, which will require you to be charged a one-time set up fee of $10.00.
Overpayment. In the event that you are paid more for any Shift than is called for by the Shift Fee, as adjusted pursuant to this Agreement due to any inaccuracies on a Shift record confirmation, as a result of a Shift Dispute, or otherwise, whether through clerical or technological error or otherwise, you agree and understand that Veeshift may recover the amount of overpayment through deduction(s) from future payments for other Shifts or any other legal means available to Veeshift. Unless you and Veeshift otherwise agree in writing to a series of smaller deductions in specified amounts, any such deduction(s) will be equal to, but never exceed, the amount of the overpayment.
Cancellation Charges. You acknowledge and accept the cancellation charges specified in Section D.
No Additional Payment. You acknowledge and agree that, for the mutual benefit of the parties, Veeshift and its Affiliates may include the use of your information in accordance with the Privacy Policy. You acknowledge and agree such advertising or marketing does not entitle you to any payments or additional monetary amounts beyond the payments or amounts expressly set forth in this Agreement.
Taxes. You acknowledge and agree that you are required to complete all tax registration obligations and calculate and remit all tax liabilities related to your completion of Shifts as required by applicable law. You further acknowledge and agree that you are responsible for the filing and payment of any and all taxes on your own income arising from the performance of Shifts.

I. Confidentiality

Confidential Information: You hereby acknowledge and agree that in the performance of this Agreement and fulfilling of any Shifts you may have access to or may be exposed to, directly or indirectly, confidential information of the Company, its Affiliates, Facilities, or related third parties ("Confidential Information"). Confidential Information includes Company Data, Facility Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that has been designated as being proprietary or confidential by the disclosing party or owner of such information or of which you should reasonably know that it should be treated as confidential.
Ownership of Confidential Information: You hereby acknowledge and agree that, except as otherwise provided in this Agreement,: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) you shall not use Confidential Information for any purpose except in furtherance of this Agreement; (c) you shall not disclose Confidential Information to any third party; and (d) you shall return or destroy all Confidential Information, upon the termination of your Account or at the request of the disclosing party (subject to applicable law and, with respect to the Company, its internal record-keeping requirements).
Exclusions: Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure at disclosing party’s sole cost.
Protected Health Information: Notwithstanding anything to the contrary herein, you hereby agree and acknowledge 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”), that you may gain access to as a result of providing Healthcare Services under this Agreement. Notwithstanding anything to the contrary herein, you hereby agree and acknowledge that you shall not upload to any Platform or otherwise provide to the Company or its Affiliates any PHI that would violate applicable law, including HIPAA.

J. Privacy

You acknowledge and agree to the Company’s Privacy Policy https://www.veeshift.com/privacy-policy incorporated herein, which provided information on how the Company collects, uses, and discloses information through the Platform. The Company reserves the right to modify its privacy policy from time to time, in its discretion.

K. Warranties and Disclaimers

You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; (c) you are a trained certified and licensed healthcare provider in the practice of providing healthcare services; (d) you are capable of performing the services required by the Shifts on the Platform you choose to sign-up; and (e) 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 pursuant to this Agreement, and Healthcare Services to third parties.
You hereby acknowledge and agree that your use and access to the platform is at your own risk and on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. The Company and its affiliates do not guarantee the (1) availability of Shifts on the Platform or the result of any healthcare services; or (2) use of the platform will be uninterrupted or error free. You acknowledge and agree that the platform may be unavailable at any time and for any reason. The Platform may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. The Company and its affiliates are not responsible for any delays, delivery failures or other damages, liabilities or losses resulting from such problems.
The Company does not make representations, warranties, or guarantees as to the actions or inactions of the Facilities who may request or receive healthcare services from you and the Company and its affiliates do not screen or otherwise evaluate Facilities. By using the platform, you acknowledge and agree that you may be introduced to a third party that may pose harm or risk to you or other third parties. You are advised to take reasonable precautions with respect to interactions in connection with the platform.
The Company and its affiliates expressly disclaim all liability for any act or omission of you to the fullest extent provided by law. The Company will not be liable for any loss or damage caused by a distributed denial-of service attack, virus, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the platform. The Company makes no warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the platform. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

L. Indemnification

You shall indemnify, defend, and hold the Company, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) any claim based on any alleged misuse of the Platform by you (including by any of your affiliate, employee, or subcontractor), or a claim that any User Data infringes the copyright, trademark, or patent rights of any third party; (b) any alleged conduct which would constitute a breach of the representations and warranties of you set forth herein, or other breach of this Agreement; (c) violation of applicable law by you or your affiliate, employee, or subcontractor; (d) any claim based on the negligent or intentional acts by you or your affiliate, employee, or subcontractor; (e) your alleged misuse of the Platform; (f) your content you submit, post, or transmit through the Platform, and (g) 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 a Facility, and any claim that the Company 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.
Further, you shall indemnify, defend, and hold the Company, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with your employment, retention, engagement or use of an affiliate, employee, or subcontractor to provide any work/services in connection with the performance of services hereunder, including but not limited to: (1) any claim that you misclassified any of your affiliate, employee, or subcontractor (under the Fair Labor Standards Act, the Internal Revenue Code, state wage and hour law or any other law); and (2) any claim that the Company was an employer or joint employer of any of your affiliate, employee, or subcontractor under any employment or other law, including, but not limited to, the Fair Labor Standards Act, any state wage and hour law, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family Medical Leave Act and the National Labor Relations Act.

M. Limitations on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR ITS 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 WEBPLATFORMS 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 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. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED, UNLESS NOT PERMITTED BY APPLICABLE LAW.

N. Termination

The term of this Agreement shall commence on and be effective as of the date of this Agreement is first accepted by you and will continue until this Agreement is terminated in accordance with the terms and conditions herein.
Except as otherwise provided herein, you can terminate this Agreement with or without cause by providing prior written notice to the company of such termination at [email protected]. Any termination of the Agreement 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 a Facility as of the time Veeshift receives your notice of termination.
Notwithstanding anything to the contrary in this Agreement, the company may terminate or deactivate your Account and/or terminate this Agreement immediately, with respect to you in the event you are in violation of this Agreement, including but not limited to (a) having UC rates in excess of 15% of your confirmed Shifts, (b) being incapable of or unwilling to adequately perform the Services agreed to for the Shift; (c) inaccurately verifying the hours worked for a given Shift into the Platforms; (d) not complying with safety or health standards that were required given the nature of the particular Shift or otherwise fail to comply with applicable law or the applicable Facility’s standards, policies, practices, and procedures governing in the fulfillment of such Shift; (e) having expired licensure; (f) failure to pass investigations described in Section D; (g) having 3 NSs of your confirmed Shifts.

O. Arbitration Agreement and Class Action Waiver

Limitation on Time to File Claims: ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED, UNLESS SUCH BAR IS NOT PERMITTED BY APPLICABLE LAW.
How This Arbitration Agreement and Class Action Waiver Applies: You and Veeshift mutually agree to resolve any and all covered justiciable disputes between the Parties exclusively through final and binding individual arbitration instead of a court or jury trial. You also understand and agree that this Arbitration Provision and Class Action Waiver applies to any disputes that You may have with Veeshift, including Veeshift’s licensors, clients, customers, Facilities, and agents all of which are deemed third party beneficiaries of this provision. This Arbitration Agreement and included Class Action Waiver is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and evidences a transaction involving commerce. This Arbitration Agreement and Class Action Waiver applies to any and all claims arising out of or relating to the Terms, Your classification as an independent contractor, Yours provision of services, Your use of the Platforms, any payments made or received by You through the Platforms or arising out of or relating to the acceptance or performance of services arranged through the Platforms, the termination of these Terms, and all other aspects of the Your relationship (or the termination of its relationship) with Veeshift, past, present or future, whether arising under federal, state or local statutory and/or common law, which Veeshift may have against You or which You may have against Veeshift and its owners, officers, employees or agents, including but not limited to Veeshift. You and Veeshift agree that the mutual obligations to arbitrate disputes provide adequate consideration for this Arbitration Agreement and Class Action Waiver.
Additionally, except as these Terms otherwise provide, the Arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the validity, applicability, enforceability, unconscionability, or waiver of these Terms, including, but not limited to any claim that all or any part of these Terms is void or voidable. However, as stated in the “Class and Collective Action Waivers” section below, the preceding sentence does not apply to the Class Action Waiver. Additionally, the first sentence of this paragraph does not apply to any claims under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act.
If any claim(s) not covered under this Agreement above are combined with claims that are covered under this Agreement, to the maximum extent allowed under applicable law, the covered claims will be arbitrated and continue to be covered under this Agreement.
Limitations on How This Agreement Applies: The following claims are not covered under these Terms: (i) Your compensation benefits, state disability insurance benefits or unemployment insurance benefits; however, these Terms apply 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 arbitration agreement, including disputes that may not be subject to pre-dispute arbitration agreement under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act.
Nothing in these Terms prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, National Labor Relations Board, Occupational Safety and Health Administration, or law enforcement authorities. Nothing in these Terms prevents the investigation by a government agency of any report, claim or charge otherwise covered by these Terms. This Arbitration Agreement and Class Action Waiver also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by these Terms. Nothing in these Terms prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Veeshift will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy in accordance with applicable law, and any such application shall not be deemed incompatible with or waiver of this agreement to arbitrate. The court to which the application 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.
Starting the Arbitration. If either party initiates arbitration, the initiating party must notify the other party in writing via U.S. Mail, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include: (1) the name and address of the party seeking arbitration; (2) a statement of the legal and factual basis of the claim; and (3) a description of the remedy sought. Any demand for arbitration by You must be delivered to Veeshift at Veeshift LLC 400 Boulevard of the Americas, Lakewood, NJ 08701, Suite 303. The arbitrator will resolve all disputes regarding the timeliness or propriety of the demand for arbitration.
Class, Collective, and Other Representative Action Waivers (“Class Action Waiver”): Veeshift and You mutually agree that by entering into this Arbitration Agreement, both waive their 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 Arbitration Agreement or the AAA Rules, as defined below and incorporated herein by reference, 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.
You agree and acknowledge that entering into this Arbitration Agreement and Class Action Waiver does not change Your status as an independent contractor in fact and in law, that You is not an employee of Veeshift and that any disputes in this regard shall be subject to arbitration as provided in this Arbitration Agreement and Class Action Waiver.
Except as otherwise stated in this Arbitration Agreement and Class Action Waiver, any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), subject to the following:
The arbitration shall be heard by one arbitrator selected in accordance with the AAA Rules. Unless the parties agree otherwise, the arbitrator shall be an attorney experienced in the law in the underlying dispute and licensed to practice law in the state in which the arbitration is convened, or a former judge from any jurisdiction. The arbitrator shall have authority to decide gateway issues, including arbitrability.
The location of the arbitration proceeding will be in the county and state where You last performed services for Veeshift, unless You and Veeshift agree in writing otherwise.
Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that they will equally split all of the Arbitrator’s fees and costs. Each party will pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a claim which affords the prevailing party attorneys’ fees, the Arbitrator may award reasonable fees to the prevailing party as provided by law. If the law (including the common law) of the jurisdiction in which the arbitration is held requires a different allocation of arbitral fees and costs for this Arbitration Agreement to be enforceable, then such law will be followed, and any disputes in that regard will be resolved by the Arbitrator.
The Arbitrator may issue orders (including subpoenas to third parties in accordance with any applicable federal or state law) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party in his or her individual capacity is entitled under applicable law and which would otherwise be available in a court of law but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.
Either party may file motions to dismiss and/or motions for summary judgment and the Arbitrator will apply the standards of the Federal Rules of Civil Procedure governing such motions.
The Arbitrator’s reasoned decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the arbitrator’s decision or award in any court having jurisdiction.
The AAA Rules may be found at www.adr.org or by searching for “AAA Commercial Arbitration Rules” using a service such as www.Google.com or www.Bing.com.
This Arbitration Agreement and Class Action Waiver is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Agreement. In the event any portion of this Arbitration Agreement and Class Action Waiver is deemed unenforceable, the remainder of this Arbitration Agreement and Class Action Waiver will be enforceable. This Arbitration Agreement survives after the termination of the Client Terms, Terms and/or after You ceases any assignment and/or relationship with Veeshift. This Arbitration Agreement and Class Action Waiver also will continue to apply notwithstanding any change in Your responsibilities, position, or title, or if You transfers companies. Notwithstanding any contrary language in the Terms or in any Veeshift policy or other agreement, this Arbitration Agreement and Class Action Waiver may not be modified or terminated absent a writing signed (electronically or otherwise) by both You and an authorized representative of Veeshift.
Your Right to Opt Out of Arbitration: You may opt out from this Arbitration agreement and Class Action Waiver within 30 days after you first accept begin using the Veeshift Platform by writing to Veeshift at Veeshift LLC 400 Boulevard of the Americas, Lakewood, NJ 08701, Suite 303. Please state that you are opting out of this Arbitration Agreement and Class Action Waiver and provide your name and address. If you opt out of this Arbitration Agreement and Class Action Waiver within the 30-day period, neither you nor Veeshift will be required to arbitrate disputes and may instead litigate those disputes without regard to this Arbitration Agreement and Class Action Waiver. Should you not opt out of this Arbitration Agreement and Class Action Waiver within the 30-day period, you and Veeshift shall be bound by the terms of this Arbitration Agreement and Class Action Waiver. You have the right to consult with counsel of your choice concerning this Arbitration Agreement and Class Action Waiver. You will not be subject to retaliation if you exercise your right to opt-out of this Arbitration Agreement and Class Action Waiver.

P. Miscellaneous

Nondiscrimination: The Company 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.
Modification: The Company may modify the Agreement at any time, in its sole discretion. Updated versions of the Agreement will never apply retroactively and the updated Agreement will give the exact date they go into effect. If the modifications to the Agreement constitute a material change, in the Company’s good faith reasonable judgment, the Company will notify you Via email or posting notice Via App/platform. If you do not agree to any amendment of the Agreement, you must immediately stop using the Platform. Your continued use of the Platform after any modification to the Agreement constitutes acceptance of the amended Agreement. However, any changes to the Arbitration Agreement, Section O, will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Platform.
Choice of Law: All matters relating to the Platform and this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the state of where You provide Healthcare Services without giving effect to any choice or conflict of law provision or rule.
Geographic Restrictions: The Company provides the Platform for use only by persons located in the United States. The Company makes no claims that the Platforms or any of their content is accessible or appropriate outside of the United States or in every state. Access to any Platform may not be legal by certain persons or in certain countries or states. If you access a Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Force Majeure: In no event will we be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside our reasonable control. Without limitation of the foregoing, in the absence of our gross negligence or willful misconduct we will not be liable for any damages arising from the acts of hackers or similar bad actors interfering with the Platform or using or disclosing any of your User Content.
Waiver and Severability: No waiver by the Company of any term or condition set forth in the Agreement 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 the Company to assert a right or provision under the Agreement 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 Agreement shall be declared invalid or unenforceable by a court of competent jurisdiction, or an arbitrator as applicable, the Agreement 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.
Entire Agreement: The Agreement, our Privacy Policy, and any supplemental agreements incorporated into this Agreement constitute the sole and entire agreement between you and the Company with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform.
Assignment: The Agreement 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. The Company may assign or otherwise transfer or delegate the Agreement (including any rights or obligations hereunder), including to any purchaser of the Company’s business, from time-to-time in our sole discretion. This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns.

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