Last Updated: June 6, 2022
Terms of Service
This ShiftKey LLC (“ShiftKey” or the “Company”) Terms of Service (this “Agreement”) is made and entered into
by and between you, a self-employed individual or independent contractor who is a licensed healthcare
provider (“you”), and ShiftKey, a technology company that provides a technology platform healthcare
facilities and self-employed or independent contractor health care service providers, such as yourself, to
find one another for the purposes of engaging in a business to business arrangement whereby the two may
contract for services needed by the healthcare facility. ShiftKey’s platform facilitates proof of
credentials and payments from healthcare facilities to self-employed or independent contractor health care
service providers. ShiftKey has no involvement in the relationship between the self-employed or independent
contractor health care service provider and healthcare facility. ShiftKey merely provides this platform for
such parties to connect and be able to contract with one another, if they so choose, under whatever terms
they choose. ShiftKey is not a healthcare facility or an employer, and is not affiliated with any of the
self-employed or independent contractor health care providers or healthcare facilities who use its platform.
You as a self-employed individual or independent contractor for healthcare facilities may independently
determine if you provide services to any particular healthcare facility, when you provide services, the
amount of time you spend providing services in any given day or week, with whom you contract or do not
contract, and the rate at which you will be paid.
ShiftKey provides certain lead generation services between Facilities (as defined in Section 1.3 below)
that are seeking healthcare services, and you, a self-employed individual or independent contractor licensed
provider of healthcare services, to potentially provide such healthcare services through the use of the
Services (as defined in Section 1.6 below).
You acknowledge and agree that ShiftKey is a technology services provider that does not provide
healthcare services nor does it employ healthcare providers who utilize its technology programs.
The purpose of this Agreement is to set the terms regarding your access to and use of ShiftKey’s Services
and its technology programs which includes: (1) ShiftKey’s online platforms locate at www.shiftkey.com and
all pages accessible through such site (“Site”); (2) ShiftKey’s mobile application, and (3) all other related
services available through ShiftKey’s technology (collectively known as the “Platforms”).You acknowledge
and agree that you will read this Agreement carefully before you start to use any of the Platforms.
BY USING THE PLATFORMS AND/OR SERVICES (AS DEFINED IN SECTION 1.6 BELOW), OR BY CLICKING TO ACCEPT OR
AGREE TO THE TERMS OF THIS AGREEMENT WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO
BE BOUND AND ABIDE BY THIS AGREEMENT. IF YOU DO NOT WANT TO BE BOUND TO THIS AGREEMENT, INCLUDING THE
MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS SET FORTH HEREIN, YOU MUST NOT ACCESS OR USE
THE PLATFORMS OR SERVICES.
You also acknowledge that you (a) are 18 years of age or older, (b) reside in the United States, but not
in the State of California or Massachusetts (which are State where ShiftKey does no business), or any of its
territories or possessions, (c) have not been previously suspended or removed from the Platforms, or engaged
in any activity that could result in suspension or removal from the Platforms, (d) do not have more than one
Account, 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. If you are accessing or using the Platforms or Services on
behalf of another person or entity, you represent that you are authorized to accept this Agreement on that
person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other
person or entity violates this Agreement. By using the Platforms and/or Services, you represent and warrant
that you are of legal age to form a binding contract with ShiftKey and meet all of the foregoing eligibility
requirements. If you do not meet all of these requirements, you must not access or use the Platforms or
Based on these aforementioned Recitals, which are hereby incorporated into made a part of this Agreement,
you and ShiftKey agree as follows:
“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 an entity that operates a healthcare facility and/or the entity that provides
healthcare services to patients (including but not limited dentistry, physical therapy,
occupational therapy, respiratory therapy, speech therapy) that is authorized by ShiftKey
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.
“Healthcare Services” means the healthcare services provided by you that are requested, bid on, and
accepted through the Services.
“Services” means the access and use of the Platforms and services and functions related thereto,
including, ShiftKey’s on-demand lead generation and related services that enable you and Facilities to seek,
request, receive, bid on, 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 Section 5 below, 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, bid on, received, approved, accepted, and
fulfilled through the use of the Services.
“Territory” means the city, metro area, and state in the United States of the location of the Facility
at which applicable Shifts are to be fulfilled by self-employed individuals or independent contractors who
are licensed healthcare providers; provided, however, in no event shall any Facility or location for a Shift
be located in the State of California or Massachusetts.
2. Relationship of the Parties
Business Relationship. You acknowledge and agree that your use of the
Platforms and/or Services creates a direct business relationship between you and ShiftKey. Except as
otherwise expressly provided herein with respect to ShiftKey acting as the limited payment collection agent
solely for the purpose of collecting payment from Facilities on your behalf, the relationship between the
parties under this Agreement is solely that of contracting parties. You and ShiftKey each hereby acknowledge
and agree that: (a) this Agreement is not an employment agreement, nor does it create an employment
relationship, between ShiftKey and you; and (b) no joint venture, partnership, or agency relationship exists
between ShiftKey and you.
Agency. You hereby acknowledge and agree that you have no authority to
bind ShiftKey or its Affiliates and you shall not hold yourself out as an employee, agent or authorized
representative of ShiftKey or its Affiliates. Notwithstanding anything to the contrary in this Agreement,
where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of
ShiftKey, you undertake and agree to indemnify, defend (at ShiftKey’s option) and hold ShiftKey and its
Affiliates harmless from and against any claims against or incurred by ShiftKey or any of its Affiliates
that are brought against ShiftKey or any of its Affiliates by any person or entity based on such implied
agency or representative relationship.
Direction; Control. You acknowledge and agree
that, in accordance with this Agreement, you may independently determine the Shifts that you are willing to
accept and, except as otherwise provided in this Agreement, the rate at which you will be paid. ShiftKey
does not, and shall not be deemed to, direct or control you generally or in your fulfillment of any
Healthcare Services during a Shift, including in connection with your provision of Healthcare Services, your
acts or omissions during, or your operation and/or maintenance of any equipment or property used in
fulfilling a Shift. Without limitation of the generality of the foregoing, you acknowledge and agree that
ShiftKey does not have the right or authority to direct or control what actions you perform or how you
perform such actions in providing the Healthcare Services during a Shift. You and ShiftKey acknowledge and
agree that the business relationship between such parties under this Agreement is a temporary, and not
Use of Platforms and Services. Unless such right is earlier terminated,
deactivated, or restricted by ShiftKey in accordance with this Agreement, you retain the sole right to
determine when, where, and for how long you will utilize the Platforms and Services. You retain the option,
via the Platforms to attempt to request, bid on, accept, decline, and/or or ignore a Facility’s request for
Healthcare Services pursuant to a Shift, or to cancel an accepted or approved Shift in accordance with this
Agreement, including the then-current cancellation policies.
Non-Exclusive. You acknowledge and agree that, except as expressly
prohibited pursuant to this Agreement or otherwise prohibited by applicable law or an applicable Facility’s
standards, policies, practices, and procedures, you have complete discretion to provide services or
otherwise engage in other business or employment activities other than the fulfillment of Shifts. For the
sake of clarity, you understand that, except as expressly prohibited pursuant to this Agreement or otherwise
prohibited by applicable law or an applicable Facility’s standards, policies, practices, and procedures, you
retain the complete right to; (i) use other software application services related to lead-generation for the
provision of healthcare services in addition to the Platforms and Services; and (ii) engage in any other
occupation or business other than being a provider of healthcare services.
Branding; Equipment. With the exception of any signage required by
applicable law, regulatory authority, requirements related to your Credentials, or an applicable Facility’s
standards, policies, practices, and procedures, ShiftKey shall have no right to require you to: (a) display
ShiftKey’s or any of its Affiliates’ respective names, logos or colors on any of your equipment or property;
or (b) wear a uniform or any other clothing displaying ShiftKey’s or any of its Affiliates’ respective
names, logos or colors. You hereby acknowledge and agree that ShiftKey will not be providing you any
equipment or training that may be necessary to fulfill a Shift for a Facility.
Control. You acknowledge and agree that in providing Services to a
Facility on a Shift, ShiftKey has no authority or control over the Services you provide including the
quality and method of providing such services nor the day-to-day oversight or supervision of your providing
such Services. You further acknowledge and agree that ShiftKey will not provide you with any tools of the
trade or other materials in order for you to perform the work on the Shift.
Use of the ShiftKey Services
ShiftKey Account and Profile Creation.
Registration. You may view portions of the
Services without registering for a ShiftKey
account (“Account”) through the Platforms, but as a condition of using certain aspects of the
Services, including scheduling a Shift, you are required to create an Account by submitting your
name, address, phone number, email address, password, credentials, social security number, driver
license number, alternative names, and completing the ‘Provider Consent to Background Check’ form.
When creating an Account, you shall provide accurate, complete, and current registration
information. Failure to do so shall constitute a breach of this Agreement, which may result in
immediate termination of your Account and use of the Services.
Account Functions. Via your Account, you will
be able to set your preferences, upload your licenses, permits, approvals, authority, registrations,
certifications, credentials, or other authorizations necessary to perform Healthcare Services
(“Credentials”) and other information necessary to use the Services, view Shifts, bid for and accept
Shifts, communicate with ShiftKey and Facilities, submit completed Shift confirmations, and
otherwise manage your Account. You acknowledge and agree that ShiftKey is authorized to provide or
grant Facilities you bid to work for access to view your name, contact information, availability,
Credentials, and any other information that may be necessary in order to bid on, request, accept, or
fulfill a Shift for such Facilities.
Account Maintenance. You are solely
responsible for uploading and maintaining your information in your Account. Failure to maintain
accurate, complete, and current information in your Account may result in restrictions on your
account or account termination.
Unauthorized Use. You are solely
responsible for activity that occurs on your Account and shall be responsible for maintaining the
confidentiality of your password for your Account. You shall never use another person’s Account to
accept a Shift or otherwise. If you discover any unauthorized use of your Account, or other known
Account-related security breach, you must report it to ShiftKey immediately. You agree that you are
responsible for anything that happens through your Account until you terminate or deactivate your
Online Shift Management Program. ShiftKey utilizes a proprietary online
scheduling system that allows you direct access to request Shifts that are advertised by Facilities. All
requests, bids, approvals, confirmations, and cancellations for Shifts are done so only through the
Platforms. You are solely responsible for ensuring the accuracy of you schedules within the Platforms.
Provision of Healthcare Services. When you access the Platforms,
Facility requests for Healthcare Services during potential Shifts may be made available to you on such
Platforms if your Account information indicates that you are available during the time period for such Shift
and indicate you are available to perform Healthcare Services in the Territory of the Facility making such
requests. If you are elect to request information about or bid on a Facility’s Shift request, the Platforms
will allow you to access certain Facility Information, including the Facility’s name, location, and
description of the particular Healthcare Services needed. You shall not contact any Facilities or use any
Facility’s or Facility’s data or information, including any patient-related information, for any reason
other than for the purposes of fulfilling Healthcare Services during a Shift in accordance with applicable
law and the Facility’s standards, practices, policies, and procedures. As between ShiftKey and you, you
acknowledge and agree that you alone, in conjunction with applicable law and the Facility’s standards,
practices, policies, and procedures, and not ShiftKey, shall be responsible for determining the most
effective, efficient and safe manner to perform each instance of Healthcare Services.
Your Relationship with Facilities. You acknowledge and agree that your
fulfillment of a Shift for a Facility creates a direct business relationship between you and the Facility.
ShiftKey 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 Facilities 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 when Facility accepted or approved your fulfillment of
such Shift, unless the additional Healthcare Services are in response to an emergency and necessary to
prevent harm or further damage.
Your Use of the Platforms and Services.
Termination, Deactivation, or Restricted Use.
ShiftKey retains the right to terminate,
deactivate, or otherwise restrict you from accessing or using your Account, the Platforms, and/or
the Services in the event of a violation or alleged violation of this Agreement, including repeated
failures to complete accepted service requests, your disparagement
of ShiftKey or any of its Affiliates, or your act or omission that causes harm to ShiftKey’s or its
Affiliates’ respective brand, reputation or business as determined by ShiftKey in its sole
Prohibited Uses. You may use the Platforms and
Services only for lawful purposes and in accordance with this Agreement. Without limiting the
generality of the foregoing, you agree not to use the Platforms or Services:
In any way that violates any applicable federal, state, local, or international
law, ordinance, rule or regulation (including, without limitation, any laws regarding the
export of data or software to and from the US or other countries);
For the purpose of exploiting, harming, or attempting to exploit or harm minors in
any way by exposing them to inappropriate content, asking for personally identifiable
information, or otherwise;
To send, knowingly receive, upload, download, use, or re-use any material that does
not comply with the content standards set forth in Section 3.6.6 of this Agreement;
To transmit, or procure the sending of, any advertising or promotional material
without our prior written consent, including any "junk mail," "chain letter," "spam," or any
other similar solicitation;
To impersonate or attempt to impersonate ShiftKey, a ShiftKey employee, another
user, or any other person or entity (including, without limitation, by using email addresses
associated with any of the foregoing);
To engage in any other conduct that reasonably restricts or inhibits anyone’s use
or enjoyment of the Platforms or Services, or which, as determined by us, may harm ShiftKey
or users of the Platforms or Services, or expose them to liability or that could damage,
disable, overburden or impair the functioning of our Platforms or Services in any manner;
Reverse engineer any aspect of our Platforms or Services or other services, or do
anything that might discover source code or bypass or circumvent measures employed to
prevent or limit access to any part of our Platforms or Services;
Attempt to circumvent any content-filtering techniques we employ or attempt to
access any feature or area of our Platforms or Services that you are not authorized to
Develop or use any third-party applications that interact with our Platforms or
Services without our prior written consent, including any scripts designed to scrape or
extract data from our Platforms or Services.
Apple iOS. If you use the Platforms on an
Apple phone or mobile device, you and ShiftKey acknowledge that Apple, and Apple’s subsidiaries, are
third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will
have the right (and will be considered to have accepted that right) to enforce this Agreement
against You as a third-party beneficiary of this Agreement. Subject to this Agreement, ShiftKey, not
Apple, is responsible for addressing any claims you may have relating to the Platforms or your
possession or use of the Platforms. In the event of any failure of the Platforms to conform to any
applicable warranty, You may notify Apple, and Apple will refund the purchase price (if any) for the
Platforms to you. To the maximum extent permitted by applicable law, Apple will have no other
warranty obligation whatsoever with respect to the Platforms. In addition, Apple has no obligation
whatsoever to furnish any maintenance and support services with respect to the Platforms. In the
event of any third party claim that the Platforms or your possession and use of the Platforms
infringe that third party’s intellectual property rights, subject to this Agreement, ShiftKey, not
Apple, will be solely responsible for the investigation, defense, settlement and discharge of any
such intellectual property infringement claim.
Platform Uploads and Posts.
The Platforms may contain certain functions or features that
allow you to post, submit, publish, display, or transmit to other users or other persons
(hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the
Platforms. All User Contributions must comply with the content standards set forth in Section 3.6.6
of this Agreement. Any User Contribution you post to the Platforms will be considered
non-confidential and non-proprietary. By providing any User Contribution on the Platforms, you grant
us and our affiliates and service providers, and each of their and our respective licensees,
successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and
otherwise disclose to third parties any such material for any purpose in accordance with the terms
Your Representations and Warranties.
You represent and warrant that:
22.214.171.124.1. You own or control all rights in and
to the User Contributions and have
the right to grant the license granted above to us and our affiliates and service
providers, and each of their and our respective licensees, successors, and assigns.
126.96.36.199.2. All of your User Contributions do,
and will at all times, comply with this Agreement.
188.8.131.52.3. You understand and acknowledge that
you are responsible for any User Contributions you submit or contribute, and you,
not ShiftKey, have full responsibility for such content, including its legality,
reliability, accuracy, and appropriateness.
184.108.40.206.4. We are not responsible or liable to
any third party for the content or accuracy of any User Contributions posted by you
or any other user of the Platforms.
Notwithstanding anything to the contrary in this Agreement, ShiftKey and its Affiliates
reserve the right to use, share and display your User Contributions, including Facility
ratings and comments, in any manner in connection with the business of ShiftKey and its
Affiliates without attribution to you or your approval.
Monitoring and Enforcement.
We have the right to:
220.127.116.11. Remove or refuse to post any User
Contributions for any or no reason, in our sole discretion.
18.104.22.168. Take any action with respect to any
User Contribution that we deem necessary or appropriate in our sole discretion,
including if we believe that such User Contribution violates this Agreement,
including the content standards set forth in Section 3.6.6 of this Agreement,
infringes any intellectual property right or other right of any person or entity,
threatens the personal safety of users of the Platforms or Services or the public,
or could create liability for ShiftKey.
22.214.171.124. Disclose your identity or other
information about you to any third party who claims that material posted by you
violates their rights, including their intellectual property rights or their right
126.96.36.199. Take appropriate legal action,
including without limitation, referral to law enforcement, for any illegal or
unauthorized use of the Platforms or Services.
188.8.131.52. Terminate or suspend your access to all
or part of the Platforms for any or no reason, including without limitation, any
Without limiting the foregoing, we have the right to cooperate fully with any law
enforcement authorities or court order requesting or directing us to disclose the identity
or other information of anyone posting any materials on or through the Platforms. YOU WAIVE
AND HOLD HARMLESS SHIFTKEY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY
CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A
CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
We do not undertake to review all material before it is posted on the Platforms, and cannot
ensure prompt removal of objectionable material after it has been posted. Accordingly, we
assume no liability for any action or inaction regarding transmissions, communications, or
content provided by any user or third party. We have no liability or responsibility to
anyone for performance or nonperformance of the activities described in this section.
These content standards apply to any and all User Contributions and use of the Platforms.
User Contributions must, in their entirety, comply with all applicable federal, state,
local, and international laws, ordinances, rules and regulations. Without limiting the
foregoing, User Contributions must not:
184.108.40.206. Contain any material that is
defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful,
inflammatory, or otherwise objectionable to a reasonable person.
220.127.116.11. Promote sexually explicit or
pornographic material, violence, or discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age.
18.104.22.168 Infringe any patent, trademark, trade
secret, copyright, or other intellectual property or other rights of any other
22.214.171.124 Violate 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
126.96.36.199 Be likely to deceive any person.
188.8.131.52 Promote any illegal activity, or
advocate, promote, or assist any unlawful act.
184.108.40.206 Cause annoyance, inconvenience, or
needless anxiety or be likely to upset, embarrass, alarm, or annoy any other
220.127.116.11 Impersonate any person, or misrepresent
your identity or affiliation with any person or organization.
18.104.22.168 Involve commercial activities or sales,
such as contests, sweepstakes, and other sales promotions, barter, or advertising.
22.214.171.124 Give the impression that they emanate
from or are endorsed by us or any other person or entity, if this is not the case.
You agree that your use of the Services shall be contingent upon successful completion of a drug screen
analysis and background check, including but not limited to OIG, GSA, EMR, and County Criminal. In
accordance with these terms, you must complete the ‘ShiftKey Background Check Approval’ form. You agree that
you will be responsible for the costs of the background check and that your first two (2) Shifts will be
subject to a withholding of $35.00 each for reimbursement of background and drug screen costs.
ShiftKey does not guarantee the availability of Shifts or any number of Shifts.
Do Not Return (“DNR”) is a term used by both you or the Facility to express the disinterest of having the
you perform another Shift for the Facility. At any time, you or a Facility may request a DNR for whatever
reason they deem necessary.
A “Sentinel Event” is defined as an occurrence in which a patient unexpectedly has loss of life or limb. If
in direct care of a patient who suffers a Sentinel Event, and after any such emergency related to the
Sentinel Event ends, you agree to immediately contact ShiftKey and supply details to the event and its
By creating an Account, you consent to receive electronic communications from ShiftKey (e.g., via email,
text message, or by posting notices to the App). These communications may include operational notices about
your Account and are part of your relationship with ShiftKey. You agree that any notices, agreements,
disclosures or other communications that we send to you electronically will satisfy any legal communication
requirements, including, but not limited to, that such communications be in writing. You should maintain
copies of electronic communications from us by printing a paper copy or saving an electronic copy.
Periodically, ShiftKey may incorporate product updates and new releases with respect to the Platforms or
Services. All such updates and releases shall be governed by this Agreement unless such update or new
release is accompanied by a separate agreement in which case the terms of that agreement will govern. You
may be required to periodically upgrade to a new version of the Platforms or Services or the operating
system of your mobile device. ShiftKey shall not be responsible for your mobile device failing to meet the
applicable hardware or software requirements of the Platforms or Services and you agree that you may have to
procure a new mobile device in order to continue using the Platforms or Services. SHIFTKEY SHALL HAVE NO
OBLIGATION TO CONTINUE TO SUPPORT OR MAKE AVAILABLE PRIOR VERSIONS OF THE PLATFORMS OR SERVICES.
Licensure and Shift Requirements
You acknowledge and agree that at all times, you shall: (a) hold and maintain all Credentials and other any
other authorizations and comply with all requirements applicable to you that are necessary to fulfill
the Shifts you bid on, request, approve, or accept and to provide the Healthcare Services to Facilities
in the Territory for such Shifts; 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
and/or other investigations from time to time in order to qualify to provide, and remain eligible to provide,
Healthcare Services. You acknowledge and agree that ShiftKey reserves the right, at any time in ShiftKey’s
sole discretion, to deactivate or otherwise restrict you from accessing or using the Platforms or Services
if you fail to meet the requirements set forth in this Agreement.
To ensure your compliance with all requirements in Sections 4.1 above, you must upload to the Platforms or
otherwise provide to ShiftKey, in a form reasonably satisfactory to ShiftKey, written evidence and
sufficient verification of all such Credentials and other documentation and information necessary to fulfill
any and all Shifts you bid on, requests, accepts, or approves, prior to your fulfillment of any such Shifts.
ShiftKey shall, upon request, be entitled to review such Credentials from time to time, and your failure to
provide or maintain any of the foregoing, in complete, accurate, current, and valid form, shall constitute a
material breach of this Agreement. ShiftKey reserves the right to independently verify your documentation
and information from time to time in any way ShiftKey deems appropriate in its reasonable discretion. You
agree that any documentation regarding your Credentials or other information that is provided to ShiftKey on
your behalf shall be deemed authorized by you. WE DO NOT REDACT ANY CREDENTIALS OR OTHER DOCUMENTS OR
INFORMATION THAT CONTAIN PERSONAL INFORMATION THAT ARE UPLOADED TO A PLATFORM OR OTHERWISE PROVIDED TO US
AND ANY DOCUMENTS UPLOADED OR PROVIDED BY YOU ARE DONE SO AT YOUR OWN RISK. ANY SUCH INFORMATION MAY BE USED
Status of Required Documentation.
You are solely responsible for keeping current, valid, and accurate, all required Credentials or other
requirements necessary to provide Healthcare Services for Shifts bid on, requested by, accepted, approved,
or fulfilled by you. ShiftKey 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 Account may be limited, restricted, or deactivated from accessing, bidding on,
requested, accepting, or approving any future Shifts until all up to date Credentials and other requirements
are received and verified by ShiftKey. Prior to reactivation, restoration, or otherwise return of the
foregoing functions and Services, ShiftKey may require additional updated documentation and/or information
from you (i.e. updated W-9’s). ShiftKey reserves the right to not reactivate your Account or use of the
Services until all such required documentation and information is received and verified by ShiftKey.
Notice of Disciplinary Action.
You agree to notify ShiftKey immediately of any disciplinary or quality assurance proceedings or
investigations involving you, including, but not limited to, licensing boards, quality assurance committees,
hospitals or other medical facilities and medical societies, and any other proceeding or investigation the
result of which might prohibit or otherwise restrict or impair your ability to perform Healthcare Services
and/or fulfill Shifts. You further agree to promptly notify ShiftKey in the event any such proceedings or
investigations are pending or are instituted, whether or not such proceedings are related to professional
services you performed for a Facility using the Services.
Shift Fee Calculation and Your Payment.
Prior to accepting a Shift, you are entitled to set the hourly rate that you wish to be paid during the
Shift (“Bid Rate”). On the Site, you may bid for Shifts by inputting your Bid Rate, the times that you are
available, and your geographic location. If a facility chooses you for a Shift, you will be paid the Bid
Rate for as many hours you work (“Bid Fee”) subject to any adjustments pursuant to this Agreement and/or the
Cancellation Charges provisions in Section 5.3. The Revenue Sharing Fee (as defined below) plus the Bid Fee
will be the total fee charged to the Facility (“Shift Fee”). Bid Fees are subject to change due to any
adjustments or extensions requested by the Facility after the Shift has been accepted by the Provider. After
an adjusted estimate, and at the Provider’s sole discretion, the Bid Fee shall be agreed to by the Provider
and the Facility. You acknowledge and agree that the Bid Fee, including any agreed upon adjustment, is the
only payment you will receive in connection with each Shift. You: (i) appoint ShiftKey as your limited
payment collection agent solely for the purpose of accepting the Bid Fee, and, depending on the Territory
and/or if requested by you, applicable taxes and fees from the Facility on your behalf via the payment
processing functionality facilitated by the ShiftKey Services; and (ii) agree that payment made by Facility
to ShiftKey (or to an Affiliate of ShiftKey acting as an agent of ShiftKey) shall be considered the same as
payment made directly by Facility to you. You shall always have the right to request that ShiftKey, on your
behalf: (i) charge a fee that is less than the pre-arranged Bid Fee; or (ii) negotiate, at your request, a
Bid Fee that is lower than the prearranged Bid Fee (each of (i) and (ii) herein, a “Negotiated Fee”).
ShiftKey shall consider all such requests from you in good faith. If you have separately agreed with
ShiftKey that other amounts may be deducted from the Bid Fee prior to remittance to you – including the $70
fee that will be split over your first two Shifts for fees initially incurred by ShiftKey on your behalf for
background checks – the order of any such deductions from the Bid Fee shall be determined exclusively by
ShiftKey (as between you and ShiftKey).
Revenue Sharing Fee.
In consideration of ShiftKey’s provision of the Services for your use and benefit hereunder, you agree to
allow ShiftKey to collect a service fee on a per Shift basis calculated on a variable percentage of the
Shift Fee as provided to you via email or otherwise made available electronically by ShiftKey from time to
time for the applicable Facility or Territory (“Revenue Sharing Fee”). In the event regulations applicable
to the Territory in which you fulfill a Shift require taxes to be calculated on the Shift Fee, ShiftKey
shall calculate the Revenue Sharing Fee based on the Shift Fee net of such taxes. ShiftKey reserves the
right to change the Revenue Sharing Fee at any time in ShiftKey’s discretion and ShiftKey will provide you
with notice in the event of such change. Continued use of the Services after any such change in the Revenue
Sharing Fee calculation shall constitute your consent to such change.
You acknowledge and agree that Facilities may, up to two (2) hours prior to the scheduled start of any Shift
that you have accepted and scheduled through the Platform, elect to cancel such Shift without incurring any
financial liability. In the event that a Facility cancels an accepted and scheduled Shift within two (2)
hours of the scheduled start time indicated in the applicable Shift listing or if the Facility cancels a
Shift after you have arrived and begun fulfilling such Shift but prior to you having made contact with any
patients, you will be compensated by Facility for the greater of (a) two (2) hours and (b) the total number
of hours actually worked, at the applicable rate. If the Facility cancels the Shift after you have made
contact with patients on behalf of the Facility, you shall be compensated by Facility for the greater of (a)
four (4) hours and (b) the total number of hours actually worked, at the applicable. You agree that the
foregoing payments are the only payments, if any, that you will be entitled to receive as a result of a
Facility cancelling a Shift.
Shift Verification Prior to Payment.
Upon completion of any Shift, you shall submit to ShiftKey a properly completed and error free Shift record
confirmation, in a form reasonably satisfactory to the Facility, for the Facility’s approval. You must
monitor such Shift record verification process through ShiftKey’s online Shift management program on the
Platforms. Any Shift completed that was not scheduled and verified through the Platforms will not be paid or
payable by or through ShiftKey.
Timely Recordation of Shifts.
You have up to fifteen (15) days following the completion of any Shift to submit Shift records to ShiftKey
for approval from the Facility and payment.
Methods of Payment.
ShiftKey facilitates payments to you from the Facility for Healthcare Services you provide during Shifts via
a pay card or Automated Clearing House (“ACH”) deposit.
ShiftKey makes payments via direct wire Monday – Friday onto a Rapid! PayCard. The initial fee you
pay for such card is $7.95 and $12.50 if you require a replacement card. For each time that you are
pursuant to this Agreement via a Rapid! PayCard, there is a $2.95 per transaction fee to load the
ACH deposit payments are distributed each Monday following the Sunday through Saturday workweek.
ShiftKey works hard to make sure that Facilities are happy with the services provided by licensed healthcare
providers during Shifts, but we understand that this is not always going to be the case. When a Facility is
not satisfied with a licensed healthcare provider’s services that are provided during a Shift, and such
dissatisfaction is reported to ShiftKey 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 licensed
healthcare provider, such as yourself. We call these instances “Shift Disputes.” A Shift Dispute includes,
but is not limited to, the following: (a) when the licensed healthcare provider was incapable of or
unwilling to adequately perform the services agreed to for the Shift; (b) when the licensed healthcare
provider inaccurately inputs the hours worked for a given Shift into the ShiftKey system, on any Shift
record confirmation or otherwise, and, as a result, was or may be overpaid for the Shift; (c) if during the
Shift, the licensed healthcare provider did not comply with safety or health standards that were required
given the nature of the particular Shift or otherwise fails to comply with applicable law or the applicable
Facility’s standards, policies, practices, an procedures governing applicable to Provider in the fulfillment
of such Shift. If a Facility submits a Shift Dispute, ShiftKey will investigate the matter. After we receive
a Shift Dispute, we will contact you for you to provide any information regarding the matter.
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
ShiftKey may recover the amount of overpayment through deduction(s) from future payments for other Shifts or
any other legal means available to ShiftKey. Unless you and ShiftKey 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.
As part of the Services, ShiftKey provides you a system through the Platforms for the submission of Shift
record confirmations for which receipts are then submitted by ShiftKey, on your behalf, to Facilities for
Shifts completed. Upon your completion of a Shift for a Facility, and your successful submission of a Shift
record confirmation in accordance with this Agreement, ShiftKey prepares an applicable receipt and issues
such receipt to the Facility via email on your behalf. Such receipts are also provided to you via email or
are available through the Platforms. Receipts include the breakdown of amounts charged to the Facility for
the Shifts and may include specific information about you, including your name, contact information, as well
as a description of the Healthcare Services provided. You must notify ShiftKey, in writing, of any and all
errors or inaccuracies in any such receipt within five (5) business days after the earlier of ShiftKey
emailing you the applicable receipt or making the applicable receipt available to you on the Platforms.
Absent such a notice, ShiftKey shall not be liable to you for any mistakes in or corrections to the receipt
or for recalculation or disbursement of the Bid Fee or any payments that may be owed to you by the Facility
pursuant to this Agreement.
No Additional Amounts.
You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing,
ShiftKey and its Affiliates may seek to attract new Facilities to use the Services and to increase existing
Facilities’ use of the Services. Such advertising and marketing may include the use of your information in
you to any payments or additional monetary amounts beyond the payments or amounts expressly set forth in
You acknowledge and agree that you are required to: (a) complete all tax registration obligations and
calculate and remit all tax liabilities and/or obligations related to your completion of Shifts as required
by applicable law; and (b) provide ShiftKey with all relevant tax information. 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.
Cancellation by You.
You may cancel any request or bid for a specific Shift prior to acceptance and/or approval of such Shift by
the applicable Facility. Once you are approved or accepted for a specific Shift, you must communicate any
cancellations directly with the applicable Facility. Failure to perform an accepted and approved shift may
result in deactivation of your account.
Cancellation by Facility.
You acknowledge and agree that Facilities may cancel an otherwise scheduled Shift in accordance with the
terms, conditions, and payment obligations, if any, found in Section 5.3 of this Agreement.
Notification of Cancelled Shift.
Shift cancellations are done solely through our Platforms. You should ensure proper notification settings
are enabled in your Account to be notified if there has been a change in an approved or accepted Shift or
if a Shift on which you have bid or requested has been approved, accepted, or modified by the applicable
Facility. ShiftKey is not responsible for your notification settings (i.e. text messages, emails, etc.) or
the receipt of any notifications. You acknowledge and agree that you alone, and not ShiftKey, are
responsible for enabling proper notification settings and ensuring your accurate and current contact
information is in your Account. Additionally, you alone are responsible for ensuring the accuracy of your
Shift schedules and availability on the Platforms and the status and fulfillment of all Shifts for which you
have requested and/or bid and for which an applicable Facility has accepted or approved.
Proprietary Rights; License
Subject to the terms and conditions of this Agreement, ShiftKey hereby grants you, during the term of this
Agreement, a limited non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable license
during the term of this Agreement to: (a) access and use the Platforms on your personal device(s) solely in
connection with your use of the Services and (b) access and use of content, information, and related
materials that may be made available through the Platforms solely in connection with your use of the
Services. No right, title, or interest in or to the Platforms or any content on the Platforms is transferred
to you, and all rights not expressly granted are reserved by the ShiftKey. Any use of the Platforms not
expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark,
and other laws.
You shall not, and shall not allow any other person or entity to: (a) license, sublicense, sell, resell,
transfer, assign, distribute or otherwise provide or make available to any other party your use of or access
to the Platforms or Services in any way; (b) modify or make derivative works based upon the Platforms or
Services; (c) improperly use the Platforms or Services, including creating internet “links” to any part of
the Platforms, “framing” or “mirroring” any part of the Platforms on any other websites or systems, or
“scraping” or otherwise improperly obtaining data from Platforms; (d) reverse engineer, decompile, modify,
or disassemble the Platforms, except as allowed under applicable law; or (e) send spam or otherwise
duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to,
access or use the Platforms or Services to: (i) design or develop a competitive or substantially similar
product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or
cause to be launched on or in connection with the Platforms an automated program or script, including web
spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server
requests per second, or unduly burden or hinder the operation and/or performance of the Platforms; (iv)
attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platforms, the
servers on which the Platforms are stored, or any server, computer, database, system or network connected to
the Platforms; or (v) otherwise attempt to interfere with the proper working of the Platforms.
The Platforms and each Platform’s entire contents, features, and functionality (including but not limited to
Company Data and all other information, software, text, displays, images, video, and audio, and the design,
selection, and arrangement thereof), including all intellectual property rights therein, are, and shall
remain, owned by ShiftKey, its Affiliates, 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. Neither this Agreement nor your use of the Platforms or Services
conveys or grants to you any rights in or related to the Platforms, Services, Company Data, or other of the
foregoing tangible or intangible property of ShiftKey, its Affiliates, licensors, or other providers, except
for the limited license granted above. Other than as specifically permitted by ShiftKey in connection with
your use of the Services, you are not permitted to use or reference in any manner ShiftKey’s, its
Affiliates’, or their respective licensors’ respective company names, logos, products and service names,
trademarks, service marks, trade dress, copyrights or other indicia of ownership, alone and in combination
with other letters, punctuation, words, symbols and/or designs (the “ShiftKey Marks and Names") for any
commercial purposes. You agree that you will not try to register or otherwise use and/or claim ownership in
any of the ShiftKey Marks and Names, alone or in combination with other letters, punctuation, words, symbols
and/or designs, or in any confusingly similar mark, name or title, for any goods and services.
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 ShiftKey, 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 ShiftKey, its internal record-keeping requirements).
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 ShiftKey or
its Affiliates any PHI that would violate applicable law, including HIPAA.
Information About You and Your Visits to the Platforms.
for information about how ShiftKey collects, uses, and discloses information through the App. We reserve the
ShiftKey uses a third party service provider to perform background screenings. You acknowledge and agree
that we may share any information you provide us with third party background check service providers so that
we may obtain a full and accurate background screening. Submitting the Provider Consent to Background Check
form is material to this Agreement and you may be denied use of the Services if a complete and accurate
form, satisfactory to ShiftKey, submitted by you to ShiftKey.
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”). ShiftKey requires that you maintain: OAI insurance and
Malpractice Insurance. ShiftKey provides you the option to: (1) purchase OAI and Malpractice Insurance, which
meets the minimum requirements, through ShiftKey at the then current rate per shift or (2) You provide and show
proof of OAI and Malpractice Insurance, which meets the minimum requirements.
ShiftKey may maintain insurance related to your provision or fulfillment of Shifts as determined by ShiftKey
in its reasonable discretion, provided that ShiftKey is not required to provide you with any specific
insurance coverage (including, but not limited to, defense of claims) for any loss to you. You are required
to promptly notify ShiftKey of any accidents or other incidents that occur while performing Shifts and to
cooperate and provide all necessary information related thereto. Notwithstanding anything to the contrary
herein, when providing the ShiftKey with such notification, you shall not provide or otherwise disclose to
ShiftKey or its Affiliates any PHI in violation of any applicable law, including HIPAA.
Representations and Warranties; 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
healthcare provider in the practice of providing healthcare services; (d) you are capable of performing the
services required by the Shifts you choose to request, bid on, and/or accept; 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 (i) Shifts pursuant to
this Agreement, and (ii) Healthcare Services to third parties in the Territory generally.
Disclaimer of Warranties.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOUR USE AND ACCESS TO THE PLATFORMS AND OF THE SERVICES IS AT YOUR
OWN RISK AND ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED. SHIFTKEY AND ITS AFFILIATES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT YOUR ACCESS TO OR USE OF
THE PLATFORMS AND/OR SERVICES: (A) WILL BE UNINTERRUPTED OR ERROR FREE; OR (B) WILL RESULT IN ANY REQUESTS
FOR HEALTHCARE SERVICES OR SHIFTS. SHIFTKEY AND ITS AFFILIATES FUNCTION AS AN ON-DEMAND LEAD GENERATION AND
RELATED SERVICES PROVIDER ONLY AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR
INACTIONS OF THE FACILITIES WHO MAY REQUEST OR RECEIVE HEALTHCARE SERVICES FROM YOU, AND SHIFTKEY AND ITS
AFFILIATES DO NOT SCREEN OR OTHERWISE EVALUATE FACILITIES. BY USING THE PLATFORMS AND/OR SERVICES, YOU
ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER
THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD
PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE PLATFORMS AND/OR SERVICES. NOTWITHSTANDING SHIFTKEY’S
APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF YOU FOR THE PURPOSE OF ACCEPTING PAYMENT FROM USERS
ON YOUR BEHALF AS SET FORTH IN SECTION 5 ABOVE, SHIFTKEY AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY
FOR ANY ACT OR OMISSION OF YOU, ANY USER OR OTHER THIRD PARTY.
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED
DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER
EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORMS OR ANY
SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORMS OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON
ANY WEBSITE LINKED TO IT.
NEITHER SHIFTKEY NOR ANY PERSON ASSOCIATED WITH SHIFTKEY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT
TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORMS. WITHOUT
LIMITING THE FOREGOING, NEITHER SHIFTKEY NOR ANYONE ASSOCIATED WITH SHIFTKEY REPRESENTS OR WARRANTS THAT THE
PLATFORMS, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORMS WILL BE ACCURATE,
RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORMS OR THE SERVER(S)
THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY
SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORMS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PERMITTED BY LAW, SHIFTKEY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
No Service Guarantee.
SHIFTKEY AND ITS AFFILIATES DO NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE PLATFORMS AND/OR SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORMS AND/OR SERVICES MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY
REASON (e.g., DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE PLATFORMS AND/OR SERVICES MAY
BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC
COMMUNICATIONS, AND SHIFTKEY AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR
OTHER DAMAGES, LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS.
YOU SHALL INDEMNIFY, DEFEND (AT SHIFTKEY’S OPTION) AND HOLD HARMLESS SHIFTKEY AND ITS AFFILIATES AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL
LIABILITIES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES (INCLUDING REASONABLE LEGAL FEES), DAMAGES,
PENALTIES, FINES, FEES, SOCIAL SECURITY CONTRIBUTIONS AND TAXES (COLLECTIVELY, “CLAIMS”) ARISING OUT OF OR
RELATED TO YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE PLATFORMS, INCLUDING, BUT NOT LIMITED TO, YOUR
USER CONTRIBUTIONS, ANY USE OF A PLATFORMS’ CONTENT, SERVICES, AND PRODUCTS OTHER THAN AS EXPRESSLY
AUTHORIZED IN THIS AGREEMENT, YOUR USE OF ANY INFORMATION OBTAINED FROM A PLATFORM, AND YOUR ACTS AND
OMISSIONS IN CONNECTION WITH YOUR FULFILLING ANY SHIFTS PURSUANT TO THIS AGREEMENT. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING AS A USER, YOU ARE RESPONSIBLE FOR YOUR OWN MEDICAL DECISIONS AND ACTIONS AND
HEREBY AGREE TO INDEMNIFY SHIFTKEY AND SHALL HOLD SHIFTKEY HARMLESS FOR ANY CLAIMS AGAINST OR INCURRED BY
SHIFTKEY, INCLUDING ANY CLAIMS THAT MAY HAVE BEEN CONTRIBUTED TO BY SHIFTKEY’S OWN NEGLIGENCE, IN WHOLE OR
IN PART, ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF YOUR RENDERING OR FAILING TO RENDER
HEALTHCARE SERVICES IN ACCORDANCE WITH GOVERNING LAWS AND APPLICABLE PROFESSIONAL STANDARDS.
Limits of Liability; Release
Limitation of Liability.
TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, NONE OF SHIFTKEY, ITS AFFILIATES, OR THEIR LICENSORS,
SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS SHALL NOT BE LIABLE UNDER, RELATED TO, OR
ARISING OUT OF THIS AGREEMENT, YOUR USE, OR INABILITY TO USE, THE PLATFORMS OR SERVICES, ANY WEBSITES LINKED
TO A PLATFORM, ANY CONTENT ON A PLATFORM OR SUCH OTHER WEBSITES FOR ANY OF THE FOLLOWING, WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PERSON OR ENTITY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES: (i) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES
OF ANY TYPE OR KIND; OR (ii) YOUR OR ANY THIRD PARTY’S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR
LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. EXCEPT FOR SHIFTKEY’S OBLIGATIONS TO
PAY AMOUNTS DUE TO YOU PURSUANT TO SECTION 5 ABOVE, BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS
CONTAINED IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO EVENT SHALL THE LIABILITY OF SHIFTKEY ITS
AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS UNDER, RELATED
TO, OR ARISING OUT OF THIS AGREEMENT, YOUR USE, OR INABILITY TO USE, THE PLATFORMS OR SERVICES, ANY WEBSITES
LINKED TO A PLATFORM, ANY CONTENT ON A PLATFORM OR SUCH OTHER WEBSITES, EXCEED THE AMOUNT OF SERVICE FEES
ACTUALLY PAID TO OR DUE TO SHIFTKEY HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT
GIVING RISE TO SUCH CLAIM.
To the fullest extent permitted by applicable law, you release ShiftKey and the other ShiftKey Parties from
responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and
nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related
to disputes between users and the acts or omissions of third parties.
The term of this Agreement shall commence on, and be effective as of, the date this Agreement is first
accepted by you as set forth herein and will continue until this Agreement is terminated in accordance with
the terms and conditions hereof.
Except as otherwise provided herein, you can terminate this Agreement with or without cause by providing
prior written notice to ShiftKey of such termination. 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 ShiftKey receives your notice of termination. ShiftKey
may terminate this Agreement at any time upon prior written notice to you. Notwithstanding anything to the
contrary in this Agreement, ShiftKey may terminate or deactivate your Account and/or terminate this
Agreement immediately, without notice, with respect to you in the event you are in violation of this
Effect of Termination.
Notwithstanding anything to the contrary herein, Sections 2, 5, 7, 8, 9, 11, 12, 13, 15.2, 15.3, 16.5,
16.7, 16.8, 16.9, 16.11 and 17 of this Agreement shall survive the termination of this Agreement.
ShiftKey does not discriminate on the basis of sex, color, race, national origin, religion, gender, gender
identity, marital status, age, or sexual orientation.
We may revise and update this Agreement from time to time in our sole discretion. In the event ShiftKey
revises or updates the terms and conditions of this Agreement, or any Supplemental Terms (as defined below),
at any time, such modifications shall be binding on you only upon your acceptance of the modified Agreement.
Your continued use of the Platforms and/or Services following the posting or emailing of the revised
Agreement shall constitute your acceptance of and agreement with such revisions and updates. We will notify
you of any changes by posting the updated Agreement on the Platforms or by emailing you in accordance with
Section 15.9 of this Agreement. Updated versions of the Agreement will never apply retroactively and the
updated Agreement will give the exact date they go into effect. Significant changes, as determined by
ShiftKey in its sole reasonable discretion, will go into effect no less than thirty (30) days after we
notify you. You are expected to check this page frequently so you are aware of any changes, as they are
binding on you.
Changes to the Platforms.
We may update the content on the Platforms from time to time, but their content is not necessarily complete
or up-to-date. Any of the material on a Platform may be out of date at any given time, and we are under no
obligation to update such material.
ShiftKey may, in its sole reasonable discretion, determine that supplemental terms will apply to your use of
the Platforms and/or Services, such as use policies or terms related to certain features and functionality,
which may be modified from time to time by ShiftKey in accordance with this Agreement (“Supplemental
Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in
addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this
Agreement in the event of a conflict.
Waiver and Severability.
No waiver by ShiftKey of any term or condition set out in this 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
ShiftKey to assert a right or provision under this Agreement shall not constitute a waiver of such right or
provision. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction
to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to
the minimum extent such that you and ShiftKey shall remain bound by all other provisions hereof.
This Agreement is personal to you, and is not assignable or transferable by you except with ShiftKey’s prior
written consent. Any assignment in violation of this Section 15.6 shall be null and void. ShiftKey may
assign, transfer, or delegate this Agreement or any or all of its rights or obligations under this Agreement
Entire Agreement; Interpretation.
agreement and understanding between you and ShiftKey with respect to its subject matter and replaces
and supersedes all prior or contemporaneous agreements or undertakings regarding such subject
matter. The recitals are a part of this Agreement.
In this Agreement: (a) the words “including” and “include” mean “including, but not limited to.” (b)
the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder”
refer to this Agreement as a whole; (d) each definition herein includes the singular and the plural
and any reference to the singular in this Agreement shall also include the plural and vice versa;
and (e) each reference herein to any gender includes the masculine, feminine and neuter where
appropriate. The headings in this Agreement are for reference only and shall not affect the
interpretation of this Agreement.
No Third Party Beneficiaries.
Except as expressly provided otherwise, there are no third party beneficiaries to this Agreement and nothing
contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary
Any notice delivered by ShiftKey to you under this Agreement will be delivered by (a) email to the email
address designated by you such notices in your Account or (b) by posting on the Platforms or on a portal
that is available to you through a Platform. Any notice delivered by you to ShiftKey under this Agreement
shall be delivered by contacting ShiftKey at
email@example.com or by mail to
ShiftKey LLC, Attn: Provider Support, 5221 North O'Connor Boulevard, Suite 1400, Irving, TX 75039.
State Specific Terms.
There may be additional state specific rights and obligations relating to the provision of the Services.
Such rights and obligations shall supersede any terms to the contrary otherwise contained in this Agreement.
You acknowledge and agree that you are responsible to know the applicable laws that govern the Healthcare
Services you perform in fulfillment of a Shift.
ShiftKey is based in the State of Texas in the United States. We provide the Platforms and Services for use
only by persons located in the United States, with the exception of the State of California or
Massachusetts. We make no claims that the Platforms or any of their content is accessible or appropriate
outside of the United States or in the State of California or Massachusetts. 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.
The failure of ShiftKey to comply with this Agreement because of an act of God, war, fire, riot, terrorism,
pandemic, earthquake, actions of federal, state or local governmental authorities or for any other reason
beyond the reasonable control of ShiftKey, shall not be deemed a breach of this Agreement. If ShiftKey fails
to act with respect to Your breach or anyone else’s breach on any occasion, ShiftKey is not waiving its
right to act with respect to future or similar breaches.
Arbitration of Disputes; Choice of Law; Venue; Forum.
YOU AND SHIFTKEY RESPECTIVELY AGREE TO WAIVE THE RIGHT TO SEEK REMEDIES IN COURT, INCLUDING ANY RIGHT TO A
JURY TRIAL. YOU AND SHIFTKEY AGREE THAT ANY DISPUTE BETWEEN OR AMONG THEM OR THEIR SUBSIDIARIES, AFFILIATES
OR RELATED ENTITIES ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, WILL BE RESOLVED IN
ACCORDANCE WITH A TWO-STEP DISPUTE RESOLUTION PROCEDURE INVOLVING: (1) STEP ONE: NON-BINDING MEDIATION, AND
(2) STEP TWO: BINDING ARBITRATION UNDER THE FEDERAL ARBITRATION ACT, 9 U.S.C. SECTION 1 ET. SEQ., OR STATE
LAW, WHICHEVER IS APPLICABLE. ANY SUCH MEDIATION OR ARBITRATION HEREUNDER SHALL BE CONDUCTED IN ANY FORUM
AND FORM AGREED UPON BY THE PARTIES OR, IN THE ABSENCE OF SUCH AN AGREEMENT, UNDER THE AUSPICES OF THE JAMS
(F/K/A THE JUDICIAL ARBITRATION AND MEDIATION SERVICE) (“JAMS”) PURSUANT TO THE THEN CURRENT COMPREHENSIVE
ARBITRATION RULES & PROCEDURES (A COPY OF WHICH IS AVAILABLE THROUGH JAMS’ WEBSITE, WWW.JAMSADR.ORG) (THE
“JAMS RULES”). YOU MAY ALSO CALL JAMS AT 1-800-352-5267 IF THERE ARE ANY QUESTIONS CONCERNING THE
ARBITRATION PROCESS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE JAMS RULES, THE MEDIATION PROCESS (STEP
ONE) MAY BE ENDED BY EITHER PARTY TO THE DISPUTE UPON NOTICE TO THE OTHER PARTY THAT IT DESIRES TO TERMINATE
THE MEDIATION AND PROCEED TO THE STEP TWO ARBITRATION; PROVIDED, HOWEVER, THAT NEITHER PARTY MAY SO
TERMINATE THE MEDIATION PROCESS PRIOR TO THE OCCURRENCE OF AT LEAST ONE (1) MEDIATION SESSION WITH THE
MEDIATOR. NO ARBITRATION SHALL BE INITIATED OR TAKE PLACE WITH RESPECT TO A GIVEN DISPUTE IF THE PARTIES
HAVE SUCCESSFULLY ACHIEVED A MUTUALLY AGREED TO RESOLUTION OF THE DISPUTE AS A RESULT OF THE STEP ONE
MEDIATION. THE MEDIATION SESSION(S) AND, IF NECESSARY, THE ARBITRATION HEARING SHALL BE HELD IN THE STATE OF
TEXAS OR ANY OTHER LOCATION MUTUALLY AGREED BY THE PARTIES. THE ARBITRATION (IF THE DISPUTE IS NOT RESOLVED
BY MEDIATION) WILL BE CONDUCTED BY A SINGLE JAMS ARBITRATOR, MUTUALLY SELECTED BY THE PARTIES, AS PROVIDED
FOR BY THE JAMS RULES. IF REQUIRED BY LAW, THE COMPANY WILL BE RESPONSIBLE FOR THE JAMS CHARGES, INCLUDING
THE COSTS OF THE MEDIATOR AND ARBITRATOR, OTHERWISE THE PARTIES WILL SHARE SUCH CHARGES EQUALLY. YOU AND
SHIFTKEY AGREE THAT THE ARBITRATOR SHALL APPLY THE SUBSTANTIVE LAW OF THE STATE OF TEXAS (WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS WHETHER OF THE STATE OF TEXAS OR ANY
OTHER JURISDICTION THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF
TEXAS) TO ALL STATE LAW CLAIMS AND FEDERAL LAW TO ANY FEDERAL LAW CLAIMS, AND THAT DISCOVERY SHALL BE
CONDUCTED IN ACCORDANCE WITH THE JAMS RULES OR AS OTHERWISE PERMITTED BY LAW AS DETERMINED BY THE
ARBITRATOR. THE ARBITRATOR’S AWARD SHALL CONSIST OF A WRITTEN, REASONED STATEMENT AS TO THE DISPOSITION OF
EACH CLAIM AND THE RELIEF, IF ANY, AWARDED ON EACH CLAIM. YOU UNDERSTAND THAT THE RIGHT TO APPEAL OR TO SEEK
MODIFICATION OF ANY RULING OR AWARD BY THE ARBITRATOR IS LIMITED UNDER STATE AND FEDERAL LAW. ANY AWARD
RENDERED BY THE ARBITRATOR WILL BE FINAL AND BINDING, AND JUDGMENT MAY BE ENTERED ON IT IN ANY COURT OF
COMPETENT JURISDICTION IN TEXAS, AT THE TIME THE AWARD IS RENDERED OR AS OTHERWISE PROVIDED BY LAW.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGREEMENT TO ARBITRATE SET FORTH IN THIS SECTION 16 COVERS ALL
GRIEVANCES, DISPUTES, CLAIMS OR CAUSES OF ACTION THAT OTHERWISE COULD BE BROUGHT IN A FEDERAL, STATE OR
LOCAL COURT OR AGENCY UNDER APPLICABLE FEDERAL, STATE, OR LOCAL LAWS, ARISING OUT OF OR RELATING TO YOUR
BUSINESS RELATIONSHIP WITH SHIFTKEY (OR THE SEPARATION THEREOF), INCLUDING ANY CLAIMS YOU MAY HAVE AGAINST
THE SHIFTKEY OR AGAINST ITS OFFICERS, DIRECTORS, SUPERVISORS, MANAGERS, EMPLOYEES, OR AGENTS IN THEIR
CAPACITY AS SUCH OR OTHERWISE. THE CLAIMS COVERED BY THE AGREEMENT TO ARBITRATE IN THIS SECTION 16 INCLUDE
CLAIMS FOR BREACH OF ANY CONTRACT OR COVENANT (EXPRESS OR IMPLIED), TORT CLAIMS, CLAIMS FOR COMPENSATION
DUE, AND CLAIMS FOR VIOLATION OF ANY FEDERAL, STATE, LOCAL OR OTHER GOVERNMENTAL LAW, STATUTE, REGULATION,
YOU EXPRESSLY INTEND AND AGREE THAT: (I) CLASS ACTION AND REPRESENTATIVE ACTION PROCEDURES SHALL NOT BE
ASSERTED, NOR WILL THEY APPLY, IN ANY ARBITRATION PURSUANT TO THIS AGREEMENT; (II) YOU AND SHIFTKEY WILL NOT
ASSERT CLASS ACTION OR REPRESENTATIVE CLAIMS AGAINST THE OTHER IN ARBITRATION OR OTHERWISE; AND (III) YOU
AND SHIFTKEY SHALL ONLY SUBMIT THEIR OWN, INDIVIDUAL CLAIMS IN ARBITRATION AND WILL NOT SEEK TO REPRESENT
THE INTERESTS OF ANY OTHER PERSON. FURTHER, YOU AND SHIFTKEY EXPRESSLY INTEND AND AGREE THAT ANY CLAIMS BY
YOU SHALL NOT BE JOINED, CONSOLIDATED, OR HEARD TOGETHER WITH CLAIMS OF ANY OTHER PERSON.
BY CONSENTING TO THIS AGREEMENT, YOU EXPRESSLY REPRESENT THAT: (I) YOU HAVE BEEN GIVEN THE OPPORTUNITY TO
FULLY REVIEW AND COMPREHEND THIS AGREEMENT; (II) YOU UNDERSTAND THE TERMS OF THIS AGREEMENT AND FREELY AND
VOLUNTARILY CONSENT TO BE BOUND TO THIS AGREEMENT; AND (III) YOU FULLY UNDERSTAND AND AGREE THAT THE YOU ARE
GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO YOU BY CIVIL COURT ACTIONS, INCLUDING THE RIGHT TO A JURY
NOTHING CONTAINED IN THIS SECTION 16 SHALL RESTRICT EITHER PARTY FROM SEEKING TEMPORARY OR PRELIMINARY
INJUNCTIVE RELIEF IN A COURT OF LAW. FURTHER, FOR THE AVOIDANCE OF DOUBT, THE PARTIES AGREE THAT, NOTHING
HEREIN, NOR ANYTHING IN THE JAMS RULES, SHALL PERMIT ANY ARBITRATOR TO DETERMINE THE ARBITRABILITY OF ANY
APPLICATION FOR TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF. FINALLY, ANY QUESTIONS REGARDING THE
ENFORCEABILITY OF THIS PROVISION SHALL BE WITHIN THE EXCLUSIVE JURISDICTION OF THE ARBITRATOR TO DECIDE.
ShiftKey Contact Information.
If you have any questions regarding this Agreement, please contact us at
firstname.lastname@example.org or by mail at the
Attention: ShiftKey Provider Support
5221 North O'Connor Boulevard Suite 1400
Irving, TX 75039
I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THIS AGREEMENT, AND AGREE THAT MY USE OF THE PLATFORMS
AND/OR SERVICES IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS