Last Updated: May 15, 2025

Terms of Service

• This ShiftKey LLC (“ShiftKey", the "Company", "we" or "us") Terms of Service (this “Agreement”) is made and entered into by and between you, an independent contractor who is a licensed or certified professional in the field of healthcare, and ShiftKey, a technology company that provides a technology platform where Facilities and Professionals, such as yourself, are able find one another for the purposes of engaging in a business to business arrangement whereby the two may contract for services needed by the Facility.

  At various points in this Agreement, we include certain summaries in italic font at the start of a section or sub-section. These summaries are meant to give you some context as you read the rest of the section, but you should read the entire section carefully to understand what you are agreeing to because if there is a difference between the summary and the rest of the section, the non-italicized version will control. Capitalized terms, like “Facilities” and “Professionals” have the meanings defined throughout this Agreement or defined or referenced in Section 17.

  Please read this Agreement carefully before agreeing to it as it is a contract that includes promises you are making in order to use the Platform. This Agreement contains important terms impacting your and our relationship, including limiting our liability to you if something goes wrong, and your and our mutual agreement to resolve all disputes through arbitration and to waive the rights to a jury trial and to bring class or collective claims. By accepting this Agreement, you thereby acknowledge that you have read and understand the Agreement and that your use of the Platform constitutes a continued acknowledgment of your agreement to be bound by this Agreement. If you do not agree to this Agreement, you should not click to accept this Agreement when prompted and you must not access the Site or use the Platform.

Recitals

1. ShiftKey’s Platform and Our Relationship With You
2. Use of the ShiftKey Platform
3. Meeting Licensure and Legal Requirements
4. Financial Terms
5. Cancellation Terms
6. Proprietary Rights; License; Take Down Requests
7. Confidentiality
8. Other Agreements
9. Insurance
10. Representations and Warranties; Disclaimers
11. Indemnification
12. Limits of Liability; Release
13. Termination
14. Miscellaneous Terms
15. Arbitration and Mediation Contract
16. Third-Party Beneficiaries
17. Definitions
18. Contact

Recitals

1. The Platform is a resource you can use, if you so choose, to source potential clients for whom you may want to complete services. You acknowledge that you are acting as an independent contractor operating your own independent business and, as an independent contractor, may independently determine if you provide services to any particular 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.
2. ShiftKey provides certain lead generation services between Facilities that are seeking healthcare services, and you, an independent contractor licensed provider of healthcare services, to potentially provide such healthcare services through the Platform.
3. ShiftKey is a technology services provider that does not provide healthcare services, nor does it employ healthcare professionals who utilize its technology programs or otherwise.
4. The purpose of this Agreement is to set the terms regarding your access to and use of ShiftKey’s Platform and its technology for accessing the Platform, which include: (1) ShiftKey’s online platform located at www.shiftkey.com and all pages accessible through such site; and (2) ShiftKey-branded mobile applications (collectively, the “Site”). 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 Arbitration Contract in Section 15, you must not access or use the Platform.
5. You agree and acknowledge that you are not an employee of ShiftKey or any Facility, you are not covered and not entitled to be covered by any employer health insurance, unemployment insurance, workers compensation, or similar offering in connection with the Healthcare Services; that you are responsible for your own taxes, licensure, training, tools, equipment, and expense; and neither your use of the Platform nor your relationship with ShiftKey establishes any right to unemployment benefits or any other right arising from an employment relationship.
6. You acknowledge that in order to use the Platform you must be 18 or older, be able to enter into a contractual agreement, and have the authority to bind yourself and any entity you represent to this Agreement.

Based on these Recitals, which are hereby incorporated into made a part of this Agreement, you and ShiftKey agree as follows:

We are a technology company that offers a marketplace platform–here’s some information about our relationship, if you use the ShiftKey Platform.

ShiftKey is a technology company, not a healthcare company. We are experts in creating a marketplace, the Platform, for you to connect with Facilities. You are the healthcare services expert.

ShiftKey is a technology company that offers the Platform, which is accessible via the Site. ShiftKey merely provides this Platform for Professionals and Facilities to connect and be able to contract with one another, if they so choose, under whatever terms they choose. ShiftKey’s Platform enables you to connect with and provide proof of Credentials to Facilities, enter into agreements with Facilities to provide services to Facilities, and facilitates invoicing and payments between you and Facilities. Other than providing the Platform, ShiftKey has no involvement in the relationship between you and the Facility. ShiftKey is not a healthcare company, does not employ or supervise any healthcare service professionals, does not provide healthcare services of any kind, and is not affiliated with any of the Professionals or Facilities who use its Platform.

You are an independent contractor and we have a business relationship; you are not an employee or partner of ShiftKey or the Facilities you may agree to complete Shifts for. You ask us to act on your behalf to collect payments from Facilities, but you agree that you cannot represent us for any purpose.

You acknowledge and agree that your use of the Platform creates a direct business relationship between you and ShiftKey. You hereby acknowledge and agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between ShiftKey and you; (b) 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, no joint venture, partnership, or agency relationship exists between ShiftKey and you; and (c) you acknowledge and agree that you are not entitled to and not covered by any benefits, unemployment insurance, workers compensation, or other entitlements you may have if you were an employee of ShiftKey or Facility. You further hereby acknowledge and agree that you have no authority to bind ShiftKey or its Affiliates and you will not hold yourself out as an employee, agent or authorized representative of ShiftKey or its Affiliates.

You are your own boss. ShiftKey does not direct you in how, when, whether, or if you bid on Shifts, accept Shifts, or complete Healthcare Services or any other services.

You acknowledge and agree that, in accordance with this Agreement, you independently determine the Shifts that you want to bid on and are willing to accept and the rate at which you will be paid. ShiftKey is not authorized to, does not, and will not be deemed to, direct or control you generally or in your fulfillment of any Healthcare Services or during a Shift, including what actions you perform or how you perform such actions or the order you perform them in connection with your provision of Healthcare Services, your acts or omissions during a Shift, or your operation or maintenance of any equipment or property used in fulfilling a Shift. You are solely responsible for your own actions and liable for any errors or omissions by you while performing Healthcare Services.

It’s completely up to you how often or whether you will use the Platform, and you can choose when or if to bid on, accept, or decline requests to complete Shifts.

Unless your access to the Platform is earlier terminated, deactivated, or restricted by you or by ShiftKey in accordance with this Agreement, you retain the sole right to determine when, where, and for how long you will use the Platform. You retain the option, via the Platform, to request, bid on, accept, decline, 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 terms.

ShiftKey does not prohibit you from engaging in any business or employment activities. ShiftKey doesn’t stop you from using any other technology or non-technology methods to connect with healthcare facilities or businesses to perform services for them if you want to.

You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities, including the provision of healthcare services, instead of or in addition to the fulfillment of Shifts through ShiftKey. For the sake of clarity, you understand that, except as expressly prohibited pursuant to this Agreement or otherwise prohibited by Law, you retain the complete right to; (a) use other software application services related to lead-generation for the provision of healthcare services in addition to the Platform; and (b) engage in any other occupation or business, as a provider of healthcare services or otherwise. You acknowledge that each Shift you complete is completed under a separate agreement with the Facility and does not guarantee any continued engagement or indicate a permanent relationship between you and ShiftKey or you and a Facility.

You are never required to wear any clothing or carry any items that include ShiftKey’s logo, and you may only do so if required for legal safety reasons.

ShiftKey does not 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. Only as required by Law, such as laws concerning patient safety, in order to complete a Shift or maintain your Credentials, ShiftKey authorizes you to use ShiftKey Marks on pre-approved items, provided you continue to comply with Section 1.2.

ShiftKey does not provide you with any training or tools you may need to provide Healthcare Services.

You hereby acknowledge and agree that ShiftKey does not and will not provide you any equipment, tools of the trade, other materials, or training that may be necessary to fulfill a Shift.

Like any other website or downloadable application, there are rules about how you can access and use the Platform and Services.

To use the Platform, you agree to certain restrictions. You must provide true and accurate information when you register and update it if anything changes. You're in charge of your own Account.

In order to be eligible to register for a ShiftKey account (“Account”) you must be able to and must represent and warrant that you (a) are 18 years of age or older, (b) can enter into a binding contract, (c) reside or offer services in the continental United States, but not in the States of California, Massachusetts, New Jersey, Oregon (or any other states where ShiftKey does no business), (d) have not had an Account previously deactivated, and have not engaged in activity that could result in an Account deactivation, (e) do not already have one or more Accounts, (f) have full power and authority to enter into this Agreement and in so doing will not violate any other lawful agreement to which you are a party, and (g) be authorized to offer the healthcare services you are offering under any federal, state, or local licensing, credentialing, background or drug screening, or other screening requirements, and be able to prove such authorization. If you are accessing or using the Platform on behalf of another person or entity, you represent that you are authorized to accept this Agreement on behalf of that person or entity and that the person or entity you represent agrees to be held accountable if either you or they violate this Agreement. If you do not meet all of these requirements now or in the future, you must not access or use the Platform.

You may view portions of the Site without registering for an Account, but as a condition of using certain aspects of the Platform, including bidding on a Shift, you must create an Account. In order to create an Account, you must (a) meet the eligibility requirements in Section 2.1.1; (b) submit truthful and verifiable information on your identity and qualifications, including your name, address, phone number, email address, password, Credentials, social security number or other acceptable tax identification number, driver license number, and any alternative names; (c) if applicable, submit information on your business, if it is a separate legal entity, including name, address, phone number, tax identification number; and (d) demonstrate your compliance with the eligibility requirements, such as those in Section 2.1.1, including demonstrating valid Credentials and completing a consent for ShiftKey and Facilities to complete a background check, drug screen, or other documents in order for ShiftKey to confirm your eligibility to offer Shifts. When creating an Account, you agree to provide accurate, complete, and current information and agree to assist ShiftKey as requested to verify the accuracy, completeness, and currency of information. Failure to do so constitutes a breach of this Agreement, which may result in immediate deactivation of your Account and revocation of your authorization to use the Platform.

Via your Account, you are able to set your preferences; upload your licenses, permits, approvals, authority, registrations, certifications, credentials, or other authorizations necessary to perform Healthcare Services (collectively, “Credentials”); and provide other information necessary to use the Platform, view Shifts, bid on Shifts, communicate with ShiftKey and Facilities, submit information necessary to support ShiftKey’s creation of an invoice on your behalf, and for you to otherwise manage your Account. You acknowledge and agree that ShiftKey is authorized to provide or grant Facilities access to view your name, contact information, Credentials, and digital invoices, including details used to support the invoice such as geolocation data, if used, and any other information that may be necessary in order to bid on, request, fulfill, or issue payment for a Shift for such Facilities.

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 deactivation.

You are solely responsible for all activity that occurs on your Account and are responsible for maintaining the confidentiality and security of your password for your Account. You are solely responsible for maintaining a secure, complex password, and agree that anytime anyone accesses your Account using your user id and password that we are authorized to treat the action on the Account as yours and you are responsible for all such actions. You agree never to use another person’s Account to accept or complete a Shift or allow another person to use your Account to accept or complete a Shift. If you discover any unauthorized use of your Account, or other known Account-related security breach, you must report it to ShiftKey immediately by contacting support. You agree that you are responsible for anything that happens through your Account until you terminate this Agreement or deactivate your Account. Knowingly permitting or failing to report suspected unauthorized use of your Account is a material breach of this Agreement.

ShiftKey’s technology allows you to manage your independent business by bidding on the Shifts you choose. In order for ShiftKey to collect payment on your behalf, the Shift must be agreed to in the Platform in advance.

ShiftKey utilizes a proprietary online system that allows you direct access to bid on and request Shifts that are advertised by Facilities. All requests, bids, approvals, confirmations, and cancellations for Shifts are done only through the Platform. ShiftKey will only process your invoices for Shifts that are bid on and accepted in the Platform prior to completion of the Shift. If you engage directly with a Facility to complete services without the Shift being confirmed in the Platform, you should contact the Facility for payment as ShiftKey does not support Shifts that are not requested and accepted within the Platform. You are solely responsible for managing your bids and Shifts within the Platform.

You agree to use Facility and patient information to provide healthcare services and not for any improper purpose.

When you access the Platform, Facilities' offered Shifts may be visible to you. If you elect to request information about or bid on a Facility’s advertised Shift, you may access certain Facility Information through the Platform, such as the Facility’s name, location, and description of the particular Healthcare Services needed. You agree not to use any Facility Information or data, including any patient-related information, for any reason other than for the purposes of fulfilling Healthcare Services during a Shift in accordance with Law and Facility Standards, unless otherwise agreed between you and the Facility.

If you submit a Shift bid and a Facility accepts it, you are promising to complete the Shift and must do so unless canceled appropriately by you or the Facility. You are personally and solely responsible for the services you provide and agree to only offer and complete services you are legally permitted and able to provide.

You acknowledge and agree that your fulfillment of a Shift for a Facility creates a direct business relationship between you and the Facility, and a contractual agreement between you to complete the Shift unless canceled in advance in accordance with the agreed-upon cancellation terms. ShiftKey is not responsible or liable for the actions or inactions of a Facility or any of its Affiliates, officers, directors, managers, employees, agents, vendors, customers, 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 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 Laws and Facility Standards) regarding any acts or omissions by you, of a Facility, or a third party. You acknowledge and agree that, unless specifically agreed to with 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. As between ShiftKey and you, you acknowledge and agree that you, in conjunction with Law, and not ShiftKey, are responsible for determining the most effective, efficient and safe manner to perform each instance of Healthcare Services.

You agree you will not mis-use the ShiftKey Platform and if you do, you won’t be able to use the Platform anymore.

You agree that ShiftKey has the right to stop you from using the Platform if you violate this Agreement.

ShiftKey retains the right to terminate, deactivate, or otherwise restrict your access or your use of your Account or the Platform in the event of a material violation (including during investigation of an alleged violation) of this Agreement, including but not limited to, repeated failures to fulfill obligations to Facilities to complete a Shift; when necessary to protect patient safety, such as when we become aware of alleged conduct that would jeopardize your license, ability to lawfully offer services, or ability to comply with this Agreement; or your act or omission causes harm to ShiftKey’s or its Affiliates’ respective brand, reputation or business, in each case, as determined by ShiftKey in its sole discretion.

You agree that you won’t mis-use the Platform or break the law when using the Platform.

You may use the Platform only for lawful purposes and in accordance with this Agreement. Without limiting the generality of the foregoing, you agree not to use the Platform in violation, as determined in ShiftKey’s sole discretion, of the following:

1. In any way that violates any Law (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);

2. 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;

3. To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the content standards set forth in Section 2.6.6 of this Agreement;

4. To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation;

5. 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);

6. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which may harm another User, ShiftKey, or the ShiftKey Group, including conduct that is discriminatory, abusive or harassing, or conduct that could expose others to liability or that could damage, disable, overburden or impair the functioning of our Platform in any manner;

7. To reverse engineer any aspect of our Platform or other services, to scrape Facility or other Professional information, or do anything that might reveal source code or bypass or circumvent measures with the intent or result to prevent or limit access to any part of our Platform;

8. To attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Platform that you are not authorized to access; or

9. To develop or use any third-party applications that interact with our Platform without our prior written consent, including any scripts designed to scrape or extract data from our Platform.

Apple Inc. wants to be sure you and we comply with these requirements if you access our Platform through an Apple iOS device.

If you use the Platform on an Apple phone or device, you and ShiftKey acknowledge that Apple Inc., and Apple Inc.’s affiliates, 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 Platform or your possession or use of the Platform. In the event of any failure of the Platform to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the Platform to you. To the maximum extent permitted by Law, Apple will have no other warranty obligation whatsoever with respect to the Platform. In addition, Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Platform. In the event of any third-party claim that the Platform or your possession and use of the Platform 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.

You need to keep your information accurate and up to date. You and other Users may sometimes post or upload information on the Platform and if you do, we may use it in a variety of ways or may disclose it in some circumstances.

Sometimes you might share information with us, and, if you do, you give us rights to use or publish that information. You promise that the information that you share with us is true and you are allowed to share it and post it publicly.

The Platform may contain certain functions or features that allow you and other Users to post, submit, publish, display, or transmit to other Users or other persons or on your Account content or materials (collectively, “User Contributions”) on or through the Platform. All User Contributions must comply with the standards set forth in this Section 2.6. Any User Contribution you post to the Platform must be and will be considered non-confidential and non-proprietary. By providing any User Contribution on the Platform, you grant us and our Affiliates, 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 and conditions of this Agreement, including the Privacy Policy.

You represent and warrant that:

1. You own or control all rights in and to your User Contributions and have the right to grant the license granted in this Section 2.6.1;

2. All your User Contributions are true and accurate at the time posted and if they become untrue or inaccurate you will remove or update the User Contributions or close your Account;

3. All your User Contributions do, and will at all times, comply with this Agreement;

4. 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; and

5. 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 Platform.

Sometimes you will share feedback about other Users and other Users may share feedback about you, and you agree that feedback that is shared by or about you may be shared with other Users or third parties either by itself or combined with other feedback.

You acknowledge and agree that Users publish and request ShiftKey to publish on their behalf information on the Platform such as User Contributions, feedback, composite feedback, and information on ratings and qualifications (collectively, “Ratings Information”). Ratings Information is based on data that Users provide to ShiftKey and does not constitute an introduction, endorsement, or recommendation by ShiftKey. You further acknowledge and agree that:

1. ShiftKey is not responsible for verifying Ratings Information and provides it solely for the convenience of Users, but providing false or misleading Ratings Information to ShiftKey violates this Agreement;

2. Ratings Information benefits the Platform and all Users, including you;

3. You specifically request that ShiftKey post Ratings Information about you, including feedback from multiple other Users and data about your usage of the Platform, in a composite format for ease of reference by Facilities that may choose to accept your bids;

4. ShiftKey is not responsible for monitoring, verifying, or censoring feedback provided by other Users; and

5. You will notify ShiftKey of any error or inaccurate statement or information in any Ratings Information, including in composite form, and that if you do not do so, ShiftKey may rely on the accuracy of such information.

We aren’t responsible for the content of User Contributions and we don’t promise to remove User Contributions or Ratings Information that you don’t like, but we may review and remove some User Contributions if we choose to do so.

We have the right, but not the obligation, to:

1. Remove or refuse to post any User Contributions or Ratings Information for any lawful reason, in our sole discretion;

2. 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 2.6.6 of this Agreement; infringes any intellectual property right or other right of any person or entity; threatens the personal safety of users of the Platform or the public; or could create liability for ShiftKey;

3. As permitted by Law, 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 to privacy; and

4. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.

We cooperate with law enforcement and healthcare regulatory bodies, including governmental healthcare supervisory boards and agencies.

We have the right to cooperate fully with any law enforcement or healthcare or regulatory authority’s inquiry, subpoena, warrant, or similar process, or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. You hereby waive and hold harmless ShiftKey, the ShiftKey Group, and each member of the ShiftKey Group, from any claims resulting from any action taken by any member of the ShiftKey Group during, or taken as a consequence of, investigations by a ShiftKey Group member or law enforcement or regulatory authorities. For the avoidance of doubt, “law enforcement or regulatory authorities” includes governmental authorities with the right or obligation to enforce laws, ordinances, rules or regulations concerning health care services or standards or patient safety.

We aren’t responsible for the content posted by Users to the Platform.

We do not undertake to review all User Contributions or any other material before it is posted on the Platform 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 2.6.

All Users are expected to comply with the law and some basic content standards when posting any information to the Platform.

These content standards apply to all User Contributions and use of the Platform. User Contributions must, in their entirety, comply with all Laws. Without limiting the foregoing, User Contributions must not:

1. Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable to a reasonable person;

2. Promote or contain sexually explicit or pornographic material, violence, or unlawful discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, veteran status or other protected status;

3. Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;

4. 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 any Law that otherwise may conflict with this Agreement and the Privacy Policy;

5. Be intended to or likely to deceive any person;

6. Promote any illegal activity, or advocate, promote, or assist any unlawful act;

7. Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other reasonable person;

8. Be misleading about your identity or affiliation with any person or organization, or misrepresent your Credentials, skills, or education or have the effect or attempted effect to impersonate another person or another person’s Credentials;

9. Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising, except as contemplated herein with respect to posting, bidding on, and accepting Shifts; or

10. Give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.

Our role is to provide the Platform, and we can’t promise that any Shifts will be available or that your bid will be accepted for any Shift.

ShiftKey does not guarantee the availability of Shifts or any number of Shifts and does not guarantee that any Facility may accept your bid for any Shift.

You are not obligated to bid on Shifts for any particular Facility and a particular Facility is not obligated to accept your bids or even allow you to bid on its Shifts.

Do Not Return (“DNR”) is a common term used by both you and a Facility to express the disinterest in your completion of another Shift for the Facility. You are never obligated to bid on a Shift at a particular Facility and, should you wish to DNR them, you may simply not bid on one of their Shifts. ShiftKey will never penalize you for failing to bid on a Shift. A Facility may mark your profile as DNR in the Facility’s Account, which will restrict your ability to see or bid on Shifts at that Facility. ShiftKey has no control over a Facility’s DNRs or your decision to bid or not to bid on a Shift.

We are a technology company and will communicate with you electronically based on the information you provide within the Platform, which means you need to agree to receive electronic communications about your use of the Site, though you can opt out of marketing communications.

By creating an Account, you consent to (a) accept and receive marketing and transactional or operational electronic communications from ShiftKey, Facilities, partners and/or third parties providing services to you or ShiftKey, including via email, text message, multimedia messaging services (“MMS”), chat, calls, or by posting notices on the Site, and (b) receive marketing, transactional or operational communications via push notification or in-app messages in the App. Further, you understand and agree that you may receive communications (e.g., calls, text messages, voice messages, MMS, etc.) that are generated by an automatic telephone dialing system, and which will deliver prerecorded or automated messages, sent by or on behalf of ShiftKey and Facilities. Transactional or operational messages are notices about your Account or your use of the Platform, information about the availability of our services or changes to the Platform, responses to communications initiated by you, updates to this Agreement, and messages relating to customer support (initiated by us or you). 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.

You acknowledge that receiving commercial or marketing communications is not a requirement or condition for you to use the Platform. For purposes of clarity, any message (including text message) or call you may receive from us regarding a Shift, payment, your Account or Credentials, or similar messages are transactional communications, not commercial, marketing, or promotional communications. You may not opt out of transactional communications except for SMS text messages, but if you have concerns about whether a communication is commercial or transactional, you can reach out to us at legal@shiftkey.com.

The opt out options for communications are set out below. If you opt out of receiving communications via one channel, that opt out will only apply to the specific channel for which the opt out is submitted (e.g., if you opt out of receiving email communications, it will not apply to any other channels through which communications can be sent).

For communications that permit opting out (e.g., commercial/marketing messages), there is an opt out mechanism in the messages, such as by responding “STOP” to text messages or clicking on the link to opt out of email messages. You may also opt out of commercial and marketing emails, notifications, and contacts by updating your preferences in the Notification Settings of the App. You may opt out of transactional SMS text messages by responding STOP to the message; you may not opt out of other transactional messages.

We update our Platform from time to time and may make changes to or stop supporting certain features of the Platform or stop supporting older versions altogether.

Periodically, ShiftKey may release product updates and new features with respect to the Platform. All such updates and releases will be governed by this Agreement unless such update or new feature 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 Platform or the operating system of your mobile device. ShiftKey is not responsible for your mobile device failing to meet the applicable hardware or software requirements of the Platform and you agree that you may have to procure a new mobile device in order to continue using the Platform. ShiftKey has no obligation to continue to support or make prior versions of the Platform, including earlier versions of downloadable applications, available.

At all times that you are using the Platform, you must continue to be able to lawfully provide Healthcare Services, including maintaining credentials, providing sufficient evidence of your credentials, passing required screenings, and remaining in good standing with nursing boards and similar oversight agencies.

You must always have the necessary licenses and meet legal requirements to fulfill Shifts you agree to complete. You also promise that you have the right level of training and experience to provide healthcare services safely and professionally.

You acknowledge and agree that, at all times, in addition to at the time of account creation described in Section 2.1.2, you will: (a) hold and maintain all Credentials and other any other authorizations required by Law 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 Region for such Shifts; and (b) possess the appropriate and current level of training, education, expertise and experience to provide such Healthcare Services in a competent, safe, and professional manner with due skill, care and diligence.

You need to provide current documents that show that you comply with the prior section (Section 3.1) and you agree that Healthcare Facilities can see them in order to evaluate your bid on a Shift and for their records of their own compliance with laws.

In addition to your agreement to supply documents at the time of Account creation, you agree that to demonstrate your compliance with all requirements in Section 3.1, you must upload to the Platform 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, request, accept, or approve, prior to your fulfillment of any such Shifts. ShiftKey will be, upon request, entitled to review such Credentials from time to time, and your failure to provide timely or maintain any of the foregoing, in complete, accurate, current, and valid form, constitutes 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. If you authorize or instruct a third party to provide us with a Credential on your behalf, you authorize us to treat any such Credential we receive as authentic, correct, and approved by you, and you further agree to promptly review such Credential and immediately inform us if it is not authentic, correct, or current. We do not redact any Credentials or other documents that you upload to the Platform or otherwise provided to us, even if they contain personal information, and any documents uploaded or provided by you is done so at your own risk. ShiftKey may use any such documents or information in accordance with the Privacy Policy.

As required by law, you agree that you can pass a drug screen and background check from time to time.

You understand and agree that various Laws require healthcare professionals to pass a drug screen and background check, and that in order to use the Platform to market Healthcare Services to Facilities or bid on Shifts, you (a) certify that you can pass a drug screen, if required, and background check at all times during your use of the Platform, and (b) agree that from time to time you may be required to successfully complete a drug screen analysis and background check, including but not limited to OIG, GSA, EMR, and federal, state and county criminal records checks. In accordance with these terms, in order to continue to use or continue to use the Platform, you must complete the consent to background check authorization form and any state specific consent form(s) (as applicable) in order to continuing using the Platform. If you decline to complete such authorizations, you will not be able to continuing using the Platform.

If you can no longer lawfully or competently offer Healthcare Services, you must tell us and stop using the Platform.

There may be certain circumstances that arise that limit your ability to offer Healthcare Services, such as losing or being unable to renew any required Credential, becoming listed on any abuse or neglect registry, being charged with or convicted of a crime that is disqualifying under applicable Law, or otherwise becoming unable to lawfully or competently offer services in the care settings in which you offer them through the Platform. If you become unable to continue to lawfully or competently offer Healthcare Services through the Platform, you agree to immediately notify ShiftKey, cease using the Platform, cancel any pending bids on any Shifts or any accepted Shifts, and request ShiftKey’s assistance to do the foregoing if needed.

You will tell ShiftKey if you are under investigation or disciplinary action by a licensing board or similar entity that may impact your licensure.

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 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 Platform. Finally, if such proceeding or investigation results in you losing any necessary Credential, you agree to immediately notify ShiftKey, to cease using ShiftKey, to cancel any pending bids on any Shifts or any accepted Shifts, and to request ShiftKey’s assistance to do the foregoing if needed. Please also refer to Section 9 concerning the filing of a medical malpractice claim.

This Section covers getting paid for Shifts, setting your own rate, and the fees ShiftKey charges for using the Platform. It also explains what you need to do for ShiftKey to make an invoice for you, how Facilities approve those invoices, and what happens if there's a disagreement.

When you bid on a Shift and it's accepted, your Shift payment is calculated based on your bid. We bill the Facility for you and act on your behalf to invoice and collect your payment.

Before agreeing to complete a Shift, you set the rate you want to charge, called the “Bid Rate. ” You can place a Bid by entering this rate on a Shift posted by a Facility and you will see, at that time, the total estimated fee for the Shift, called the “Bid Fee”, which is your estimated payment for the Shift. ShiftKey will automatically invoice the Facility for you upon completion of the Shift as described in Section 4.3.

If you or any other Professional bids on a Shift, the Facility can see the profiles and Credentials for all Professionals and can pick a Professional among those who bid. If the Facility selects you, you'll be paid the Bid Fee for completing the Shift based on the actual Shift details. If a Facility cancels a Shift without sufficient notice, it will pay you a Cancellation Fee (see Section 5) instead of a Bid Fee.

ShiftKey facilitates your payment by acting as your agent for purposes of invoicing and collecting the fee from the Facility. The total cost to the Facility is the combination of the Bid Fee and the Revenue Sharing Fee (described below), called the “Shift Fee.” The Bid Fee is the only payment you’ll receive for each Shift. ShiftKey may charge you certain fees, which will appear as deductions from your Bid Fee, as outlined in the agreement in Sections 4.5 and 4.6.

In order to use the Platform to receive payments, you hereby: (a) appoint ShiftKey as your limited payment collection agent solely for the purpose of accepting the Bid Fee, and, depending on the Region or if requested by you, applicable taxes and fees from the Facility on your behalf via the payment processing functionality facilitated by ShiftKey; and (b) agree that payment made by a Facility to ShiftKey (or to an Affiliate of ShiftKey acting as an agent of ShiftKey) is the same as payment made directly by Facility to you and fully discharges the Facility from its obligation to pay you for the Shift. You acknowledge and agree that you are only paid the Bid Fee for completed Shifts on a per-Shift basis, that it is customary in the industry to calculate Bid Fees on an hourly-rate basis, and you are not entitled to any hourly wage, regular salary, overtime, regular minimum payment pay, or other compensation of any kind.

Here we explain how ShiftKey charges its fee to the Facility, and how we may change the fee we charge.

In consideration of ShiftKey’s provision of the Platform 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 Bid Fee ("Revenue Sharing Fee"). In the event regulations applicable to the Region in which you fulfill a Shift require taxes to be calculated on the Shift Fee, ShiftKey calculates the Revenue Sharing Fee based on the Shift Fee net of such taxes. ShiftKey reserves the right to change the Revenue Sharing Fee (excluding previously placed Bid Fees) at any time in ShiftKey’s discretion.

To get your Bid Fee payment, you need to invoice the Facility. We’ll make and send this invoice for you, as long as you give us all the necessary information.

You authorize ShiftKey to generate and submit invoices on your behalf to Facilities to charge such Facilities for the Bid Fee (the “Invoice”). In order to ensure accurate invoicing, you agree that upon completion of any Shift, you will timely provide sufficient information in a form acceptable to ShiftKey to support the Invoice creation (“Invoice Support”). If available to you, you may use digital invoicing by enabling location services on your mobile device to check in and check out of the Shift on the ShiftKey application, which will act as Invoice Support. You also have the option to upload a properly completed and error free Shift confirmation, in a form reasonably satisfactory to the Facility, for the Facility’s approval. You must monitor the Invoice verification process through the Platform. Any Shift completed that was not scheduled and verified through the Platform will not be paid or payable through the ShiftKey Platform.

You must provide information for ShiftKey to create an invoice within 15 days, and all information provided must be accurate.

You have up to fifteen (15) days following the completion of any Shift to provide Invoice Support, which will then be used to create an invoice that we submit on your behalf to the Facility and payment. You acknowledge and agree that it is your obligation to accurately record each Shift you complete, and all details of any Shift and submit accurate Invoice Support. In some cases, the Facility has agreed that the Invoice will be automatically approved, however, the Facility may later dispute the Invoice (see Section 4.7). As described in Section 4.6.6, you are responsible and agree to return any amounts paid to you in error or as a result of your inclusion of misinformation in any Invoice Support. If the failure to provide accurate information is or reasonably appears to be, in ShiftKey’s sole discretion, an intentional attempt to invoice a Facility for a greater Bid Fee than you are entitled to, then such failure is a material breach of this Agreement.

Except in rare circumstances, you get to choose how you want to get your payments from Facilities. How you choose will decide when you get paid and if you get each payment on its own or combined with others.

ShiftKey facilitates payments to you from the Facility for Healthcare Services you provide during Shifts via a ShiftKey Wallet, Automated Clearing House (“ACH”) deposit, Direct-to-Debit, or such other optional methods as we may make available to you. Except for ACH, ShiftKey may change the costs and types of payment methods offered from time to time. Depending on the choices you make about receiving your funds, each payment from a Facility may be paid singly, as with ShiftKey Wallet, or combined with other Facility payments into, for example, a single ACH deposit.

Using ACH deposit is free. ACH deposits are distributed each Tuesday and will include payments for any unpaid Shifts that were verified by 1:00pm CST on Monday. Invoices verified or approved after 1:00 CST on Monday, regardless of when the Shift was completed, will be paid the following Tuesday. If you have a garnishment or court withholding order, such as for child support or tax levy, you may be required to use ACH deposit in order to facilitate deductions or withholdings.

ShiftKey offers, through its partner, a digital business bank account and linked debit Mastercard powered by Branch (“ShiftKey Wallet”). You can use your debit card to pay for purchases anywhere Mastercard is accepted (subject to certain restrictions, local laws, and regulations). It is free to create a ShiftKey Wallet and obtain a debit card, but there are certain charges and fees incurred for certain uses as described in more detail here. Your ShiftKey Wallet account may have limited functionality before you receive your first Bid Fee payment through ShiftKey.

You may choose to use direct-to-debit which is a payment method that links to your already existing bank account via a debit card (“Direct-to-Debit”). There is a fee to use Direct-to-Debit described here.

From time to time, we may add, change, or remove methods for you to receive payments from Facilities and there may be a fee associated with such methods. If applicable, the fees or changed fees for such methods will be clearly displayed to you on the Platform before you elect the payment method.

We'll charge you some fees for using the Platform. If you choose to buy insurance or certain services, there might be extra charges. Sometimes, we might have to withhold or deduct some of your money because the law says so, or because you agreed to it in our Terms of Service

You hereby expressly authorize ShiftKey to charge the following amounts as deductions from your Bid Fee prior to remittance to you:

ShiftKey charges a fee, the “Platform Safety Fee”, to Professionals that used to offset the costs associated with the systems and services used to ensure the safety of the ShiftKey Platform for all users and may include but is not limited to, costs associated with background checks, drug screens (if applicable), verification of credentials, and fraud detection and prevention.

As described in Section 9, you agree to maintain certain insurances. You may provide your own insurance and if you provide proof of insurance, this section does not apply. If you do not provide a certification of insurance, you may purchase insurances offered from time to time by ShiftKey and described here , in which case you agree that ShiftKey may charge you the associated fees by deducting them from your payments.

If you elect to use a payment method that is subject to a fee (see Section 4.5), you agree to pay the fee for the use of such payment method, if any. There is no fee to use ACH deposits.

From time to time, ShiftKey may offer other services at a rate clearly disclosed to you on the Platform. If you elect to purchase such services or offerings, you agree to pay the charges as stated.

From time to time, ShiftKey may be required by Law to withhold certain funds from your Bid Fee due to, e.g., court orders concerning judgments, unpaid taxes, child support, or similar, or due to withholding tax obligations.

In the event that you are paid more for any Shift than was agreed for the Shift, such as as a result of a Shift Dispute, due to 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. If the Bid Fees owed to you do not exceed the amount of the deduction amount, or otherwise in ShiftKey’s discretion, ShiftKey may make a series of smaller deductions in specified amounts, any such deduction(s) from one or more consecutive payment to you will be the lesser of (a) the amount of the payment due to you, or (b) the amount of the overpayment or the amount of the remaining overpayment after prior deductions.

The order of deductions of any such charges or withholdings from the Bid Fee shall be determined exclusively by ShiftKey, except as required by Law.

Sometimes there is a dispute about a Bid Fee or Shift Fee raised either by you or the Facility. If there is a dispute, we will try to resolve it amicably, but will always reverse an overpayment whether due to error or fraud.

When a Facility or Professional has an issue with the services provided during a Shift or a payment after a Shift, ShiftKey will attempt to help resolve the dispute (each a “Shift Dispute”). A Shift Dispute can be initiated by a Professional or a Facility, and includes, but is not limited to, the following: (a) when the Professional was incapable of or unwilling to adequately perform the services agreed to for the Shift; (b) when the Facility believes that Professional overcharged for the Shift, and (c) the Professional believes the Facility underpaid for the Shift. If the Professional or the Facility submits a Shift Dispute, ShiftKey will conduct a reasonable, in our view, investigation of the matter. After we receive a Shift Dispute, we may contact the Professional or the Facility to provide any information regarding the matter. We may attempt to come to an agreement between the Facility and you concerning the Shift payment. Regardless of whether an agreement is reached, if we determine that you overbilled the Facility, whether fraudulently or in error, the amount paid to you will be reduced, a deduction will be made from a future payment from that or a different Facility, or we will pursue recovery directly from you. You hereby authorize us to deduct overpaid amounts, either in a single deduction or multiple deductions, in each case at our sole discretion, from future payments without any further authorization.

After you are paid the Bid Fee, you should review the records carefully and let us know if there is any error. If you don’t review within five business days, you waive your rights.

After your Invoice is paid, a receipt will be available to you on the Platform or emailed to you. Receipts include the breakdown of amounts charged to the Facility for the Shift(s), your Bid Fee, and may include specific information about you, including your name and 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 Platform. Absent such a notice, neither the Facility nor ShiftKey is 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 otherwise owed to you by the Facility pursuant to this Agreement. If a Facility does not agree to correct any reported error, it will be treated as a Shift Dispute as described in Section 4.7.

You authorize us to display your information to Facilities on your behalf and to attract new and existing Facilities to spend or increase their use of the Platform.

You acknowledge and agree that ShiftKey may display your information in accordance with the Privacy Policy in order to enable you to promote your services to current and potential Facilities and, for our mutual benefit, to attract new Facilities to use the Platform and to increase existing Facilities’ use of the Platform. You acknowledge and agree any such advertising or marketing does not entitle you to any payments or additional monetary amounts to which you are not otherwise entitled.

As an independent licensed professional, you are responsible for your own taxes, business registrations, and similar obligations.

You acknowledge and agree that: (a) you are required to complete all tax registration obligations and calculate and remit all tax liabilities and obligations related to your completion of Shifts as required by Law; (b) you are required to provide ShiftKey with all relevant tax information and forms; and (c) the failure to provide ShiftKey with all relevant tax information and forms will result in the deactivation of your Account and may result in tax-related back-up withholdings from payments to you. 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. ShiftKey will provide you with tax documentation in the form of a Form 1099, as required by applicable Law.

This part talks about how and when a Shift agreement can be canceled, whether it's the Facility or you who wants to cancel the Shift.

You acknowledge and agree that the terms in this Section 5 apply to cancellations by you or Facilities. You and the Facility are free to agree to different terms.

You acknowledge and agree that you may cancel the agreement to complete any Shift through the Platform before the Default Cancellation Period. The “Default Cancellation Period” is the period during which you can cancel on the Site and is generally up to twenty-four (24) hours before the scheduled start of the Shift, but in some cases may be up to two (2) hours before the scheduled start. If it is within the Default Cancellation Period, you may contact the Facility directly and request a mutual agreement to cancel the Shift. You understand and agree that your cancellation history or composite data will be shared with Facilities at the time you place a bid in order to give the Facility sufficient information to evaluate your bid and other Professionals’ bids, including as a combined metric. Further, if you fail to complete a Shift or cancel it then you may be liable to the Facility for breach of contract and the repeated failure to complete a Shift or repeated cancellations may result in the deactivation of your Account.

Facilities may cancel the agreement to complete any Shift that you have agreed to complete through the Platform prior to two (2) hours before the scheduled start of the Shift without incurring any financial liability. In the event that a Facility cancels an agreed-upon 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, you will be compensated two (2) hours by Facility or if you worked longer than two (2 hours), then the total number of hours actually worked, at the Bid Rate (such payment, as applicable, the “Cancellation Fee”). If the Facility cancels the Shift after the Professional has made contact with patients on behalf of the Facility, the Facility shall be obligated to pay a fee in an amount equal to the greater of (a) four (4) hours and (b) the total number of hours actually worked by the Professional, at the applicable. If you have had patient contact and believe the Cancellation Fee should have been for four (4) hours, you should contact customer service.

Except as provided in this Section 5, Shift agreement cancellations are done solely through our Platform. You should ensure proper notification settings are enabled in your Account to be notified if there has been a change in an accepted Shift or if a Shift on which you have bid or requested has been 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 Platform and the status and fulfillment of all Shifts for which you have requested or bid and for which an applicable Facility has accepted or approved.

We created the ShiftKey Platform and we own it and our content. We agree to let you use it, also called giving you a license, on certain conditions that are explained here.

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 Platform on your electronic device(s), and (b) access and use of content, information, and related materials that may be made available through the Platform. 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 ShiftKey. 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.

You agree not personally to allow and not to allow any other person or entity to:

1. License, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party your use of or access to the Platform in any way;

2. Modify or make derivative works based upon the Platform;

3. Improperly use the Platform, including creating internet “links” to any part of the Platform, “framing” or “mirroring” any part of the Platform on any other websites or systems, or “scraping” or otherwise improperly obtaining data from Platform;

4. Reverse engineer, decompile, modify, or disassemble the Platform, except as allowed under Law;

5. Send spam or otherwise duplicative or unsolicited messages;

6. Design or develop a competitive or substantially similar product or service;

7. Copy or extract any features, functionality, or content thereof;

8. Launch or cause to be launched on or in connection with the Platform 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 or performance of the Platform;

9. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the servers on which the Platform are stored, or any server, computer, database, system or network connected to the Platform; or

10. Otherwise attempt to interfere with the proper working of the Platform.

Even though you’re using our Platform, we still own it. Our trademarks are ours too, and you can only use them if and how we explicitly say you can.

The Platform and the 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 will remain, owned by ShiftKey or the ShiftKey Group, 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 Platform conveys or grants to you any rights in or related to the Platform, Company Data, or other of the foregoing tangible or intangible property of ShiftKey or the ShiftKey Group, except for the limited license granted above.

Other than as specifically permitted by ShiftKey in connection with your use of the Platform, you are not permitted to use or reference in any manner ShiftKey or the ShiftKey Group 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 designs (the “ShiftKey Marks”) for any commercial purposes. You agree that you will not try to register or otherwise use or claim ownership in any of the ShiftKey Marks and Names, alone or in combination with other letters, punctuation, words, symbols or designs, or in any confusingly similar mark, name or title, for any goods and services. Without limitation, the ShiftKey Marks include:

If you see something on the Platform that you think belongs to you and you want us to remove it, here is how you can ask us to take it down.

ShiftKey complies with the Digital Millennium Copyright Act, 17 U.S.C. § 512 (“DMCA”). If any person, whether a User or otherwise, believes that content on the Platform violates their copyright and want to request its removal, please email Legal@ShiftKey.com with the information outlined in section 512(C)(3) of the DMCA or to request instructions on how to submit a take-down request. ShiftKey has appointed its General Counsel as agent to remove documentation, and the General Counsel can be reached at Legal@ShiftKey.com or by writing to ShiftKey LLC, Attention: General Counsel, 5221 North O'Connor Boulevard Suite 1400 Irving, TX 75039.

As a licensed independent healthcare professional, you will see and handle sensitive information, including our information and information you learn while completing Shifts. You promise to handle it properly. You may also make other agreements with facilities.

You and a Facility may choose to agree to different or stronger terms than are in this Agreement with respect to your relationship. However, you agree that no such agreement may – or will be interpreted – to limit ShiftKey’s rights or increase ShiftKey’s obligations in any way.

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, ShiftKey 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.

You hereby acknowledge and agree that, except as otherwise provided in this Agreement: (a) all Confidential Information is the exclusive property of the disclosing party; (b) you will not use Confidential Information for any purpose except in furtherance of this Agreement, or, with respect to Facility Information, in bidding on, invoicing, or completing a Shift; (c) you will not disclose Confidential Information to any third party; and (d) you will return or destroy all Confidential Information upon the termination of your Account or at the request of the disclosing party (subject to Law and, with respect to ShiftKey, its internal record-keeping requirements).

Notwithstanding the foregoing, Confidential Information does 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 that, whenever not prohibited by applicable Law or the relevant subpoena or court order, the receiving party promptly 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.

Notwithstanding anything to the contrary herein, you hereby agree and acknowledge that you will comply with all 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 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. You further hereby agree and acknowledge that you will not upload to the Platform or otherwise provide to ShiftKey or its Affiliates, via email, chat, or any other method, any PHI.

Besides this Agreement, there are other rules that affect our relationship, such as the Privacy Policy and Community Guidelines

Please review our Privacy Policy. for information about how ShiftKey collects, uses, and discloses information through the Site. We reserve the right to modify our Privacy Policy from time to time.

ShiftKey does not allow unlawful discrimination or harassment and expects all Users to comply with its Community Guidelines.

From time to time, ShiftKey may add other agreements that are incorporated by reference into this Agreement. You will be provided with notice consistent with other updates to this Agreement.

As a licensed independent healthcare professional, you must maintain appropriate insurances. You may buy this insurance for yourself or you may purchase it from us. If you buy insurance from us you must notify the insurer of a possible claim.

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 in the form of (a) either Occupational Accident Insurance (“OAI”) or workers compensation insurance (“Workers Comp”), and (b) insurance which provides levels of coverage that may address malpractice liability (“Malpractice Insurance”). If you prefer, ShiftKey provides you the option to: (i) purchase OAI and Malpractice Insurance, which meets the minimum requirements, through ShiftKey at the then current rate per shift, subject to the conditions of the insurance terms made available to you at the time of opting in, or (ii) provide and show proof of OAI or Workers Comp and Malpractice Insurance, which meets the minimum requirements.

If you purchase insurance from ShiftKey, you agree to promptly report any incidents or accidents. Please refer to “Downloads” in your account for policy information for insurance coverage you have opted into. Instructions for reporting a claim may be found in the Help Center.

This section might seem like a bunch of legal stuff, but it’s important. It covers who is responsible if things don’t go as planned, so make sure to read it carefully.

You are able to enter into this Agreement and complete Shifts competently and legally.

You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement on behalf of yourself and, if applicable, the legal entity you represent, and to 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 professional 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, or accept; and (e) you will comply with all Laws in your performance of this Agreement, including holding and complying with all Credentials, education, training, 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.

Please read this Section 10.2 carefully as it has important limits on our liability when you access or use the Platform.

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. ShiftKey and its Affiliates do not represent, warrant or guarantee that your access to or use of the Platform: (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 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 with third parties encountered in connection with the use of the Platform. Except with respect to ShiftKey’s obligations as your agent for payment collection explicitly described in this Agreement, ShiftKey and its Affiliates expressly disclaim all liability for any act or omission of you, any user or other third party.

We are not liable for loss or damage caused by your use of the Platform. To the fullest extent permitted by Law, we are not 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 Platform, items obtained through the Platform, or to your downloading of any material posted on it, or on any website linked to it.

Neither ShiftKey nor any person associated with the ShiftKey Group makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the platform. Without limiting the foregoing, neither ShiftKey nor the ShiftKey Group represents or warrants that the Site, the Platform, its content, or any services or items obtained through the Platform will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our Platform or the server(s) that makes them available are free of viruses or other harmful components, or that the Platform or any services or information obtained through the Platform 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 by Law.

We can’t promise that our Platform will always be available to you without any delays or limits.

ShiftKey and its Affiliates do not guarantee the availability or uptime of the Platform. You acknowledge and agree that the Platform may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Platform 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. Without limiting Section 12, you specifically acknowledge ShiftKey is not liable for any damages including consequential damages, whether seeable or unforeseeable, resulting from the unavailability or limitation on your use of the Platform.

If something goes other than as planned when you’re using the Platform or when you are completing a Shift or providing Healthcare Services, you promise to pay us for our losses.

You agree to indemnify, defend (at ShiftKey’s option) and hold harmless ShiftKey, the ShiftKey Group, and each member of the ShiftKey Group, 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 Platform, including, but not limited to, your User Contributions, any use of Platform, Site, content, services, and products other than as expressly authorized in this Agreement, your use of any information obtained from the Platform, and your acts and omissions in connection with your fulfilling any Shifts. Notwithstanding anything to the contrary in this Agreement, if, by implication of mandatory law or otherwise, you are 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. Without limiting the generality of the foregoing, you are responsible for your own medical decisions and actions and hereby agree to indemnify and hold harmless ShiftKey, the ShiftKey Group, and each member of the ShiftKey Group 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, applicable professional standards, and, if applicable, Facility Standards.

If something goes other than as planned when you’re using the Platform or when you are completing a Shift or providing healthcare services, you promise we do not owe you anything except at most the fees you paid to us over the past six months.

To the fullest extent provided by Law, none of ShiftKey, the ShiftKey Group, nor any member of the ShiftKey Group, is or will deemed to be liable under, related to, or arising out of this Agreement, your use, or inability to use, the Platform, 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: (a) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind, whether anticipated or foreseeable or not; or (b) 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 4, but subject to any limitations or other provisions contained in this Agreement which are applicable thereto, in no event will the liability of ShiftKey, the ShiftKey Group, or any member of the ShiftKey Group under, related to, or arising out of this Agreement, your use, or inability to use, the Platform, any websites linked to the Platform, any content on the Platform or such other websites, exceed the amount of fees paid or due by you to ShiftKey hereunder in the six (6) month period immediately preceding the event giving rise to such claim.

To the fullest extent permitted by Law, you release ShiftKey, the ShiftKey Group, and each member of the ShiftKey Group, from responsibility, liability, claims, demands, 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.

This discusses when and how you or we can end our relationship and what happens if we do.

The term of this Agreement commences on, and is 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, including by requesting to delete your Account. Any termination of the Agreement in accordance with the foregoing is 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 you and a Facility have already agreed to complete 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 or terminate this Agreement immediately, without notice, with respect to you in the event you are in violation of this Agreement.

Notwithstanding anything to the contrary herein, the following sections of this Agreement survive termination of this Agreement: Sections 1, 2.1.5, 2.4, 2.5.2, 2.5.3, 2.6, 2.9, 4, 6, 7, 8, 9, 10, 11, 12, 13.3, 14.5, 14.6, 14.7, 14.8, 14.9, 14.10, 14.13, 15, 16, 17, 18.

This Section includes some important information that doesn’t fit well elsewhere in this Agreement, including some information on how we will interpret or change this Agreement and where we offer services.

ShiftKey does not unlawfully discriminate on the basis of any legally protected characteristic, including sex, color, race, national origin, religion, gender, gender identity, marital status, age, national origins, or sexual orientation.

We may revise this Agreement, including the Arbitration Contract discussed below in Section 15. We will notify you of any such proposed, revised Agreement by posting the proposed, revised Agreement on the Platform, by emailing you, or by providing notice after you log into your Account. Any revised Agreement would bind you only if you accepted it. Clicking to accept the agreement when prompted or your continued use of the Platform 30 days following the posting of any revised Agreement on the Platform or communicating the revised Agreement would constitute such acceptance. It is therefore important that you check the Platform frequently. We will provide you with advance notice of material changes to the Arbitration Contract or fees charged to you.

From time to time ShiftKey may offer new features, services, or promotions on a trial or temporary basis (collectively, “Promotions”), and if you are invited to participate in a Promotion, the terms of the Promotion will be clearly stated. If you elect to participate in the Promotion, then you and ShiftKey will be bound by the terms stated at the time you agreed.

We may update the content on the Platform from time to time, but such 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.

No waiver by ShiftKey of any term or condition set out in this Agreement will 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 does 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 will be eliminated or limited to the minimum extent such that you and ShiftKey will 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 or attempted assignment of this Agreement in violation of this Section 14.6 is null and void. ShiftKey may assign, transfer, or delegate this Agreement or any or all of its rights or obligations under this Agreement without consent.

This Agreement, including the Privacy Policy., constitutes the entire 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; and (d) each definition herein includes the singular and the plural and any reference to the singular in this Agreement also includes the plural and vice versa. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

Notices required under this Agreement may be provided electronically. 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 Platform or on a portal that is available to you through a Platform. You should provide notice to ShiftKey under this Agreement by email at Legal@ShiftKey.com or by mail to ShiftKey LLC, Attn: Legal, 5221 North O'Connor Boulevard, Suite 1400, Irving, TX 75039.

There may be Laws that provide additional state specific rights and obligations relating to our operation and your use of the Platform. Such rights and obligations, when they cannot be waived, supersede any terms to the contrary otherwise contained in this Agreement. You acknowledge and agree that you are responsible to know the 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 Platform for use only by persons located in the United States, excluding the States of California and Massachusetts or other states where we do not offer the Platform. We make no claims that the Platform or any of its content is accessible or appropriate in the States of California or Massachusetts.

We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. If you access a Platform from outside the United States, you represent and warrant (a) you do so on your own initiative and are responsible for compliance with Laws, including export and import regulations; (b) you are not prohibited from receiving U.S. origin products, including services or software; and (c) you are not located in a geographic area where access to or use of the Platform is prohibited by Law.

In order to access or use the Platform, you must and hereby represent that neither you, any company you represent, nor any beneficial owner of you or your company are: (a) a citizen or resident of a geographic area in which access to or use of the Platform is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control 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, will 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.

Although there is a lot of legal language in Section 15, please read it carefully, because you are agreeing to try to informally resolve any disputes and to arbitrate them if that doesn’t work, and you are also agreeing to give up some of your rights, including a right to a jury trial and a right to bring class or representative claims. You can ask other people for help if you do not understand this Arbitration Contract, such as your attorney.

The arbitration contract in Section 15 (“Arbitration Contract”) is a contract covering important issues relating to your rights. It is your sole responsibility to read it and understand it. You may seek assistance from independent advisors of your choice.

The Federal Arbitration Act, 9 U.S.C. §§ 1-402, governs the Arbitration Contract in Section 15, notwithstanding any other choice-of-law provision in any other Section of this Agreement. Except as it otherwise provides, this Agreement applies to any dispute, past, present, or future, that ShiftKey may have against you or that you may have against (1) ShiftKey; (2) its partners, officers, directors, principals, shareholders, members, owners, employees, or agents; (3) ShiftKey’s benefit plans or the plan’s sponsors, fiduciaries, administrators, affiliates, or agents; (4) all successors and assigns of any of them; or (5) a Facility, as defined in Section 17. Each of the entities or individuals listed in (1) through (5) of the preceding sentence may enforce this Agreement. All disputes covered by this Agreement will be decided by a single arbitrator through final and binding arbitration and not by way of court or jury trial. Any person or entity participating in the arbitration or enforcing this Arbitration Contract is referred to as a “party”.

Additionally, except as this Arbitration Contract otherwise provides, the Arbitrator, and not any court, will have exclusive authority to resolve any dispute relating to the validity, applicability, enforceability, unconscionability or waiver of this Arbitration Contract, including, but not limited to any claim that all or any part of this Arbitration Contract is void or voidable.

However, the preceding sentence does not apply to any claim under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021, and it does not apply to the Class- and Collective-Action Waiver. Notwithstanding any other clause or language in this Arbitration Contract or any rules or procedures that might otherwise apply because of this Arbitration Contract (including, without limitation, the JAMS Streamlined Arbitration Rules & Procedures discussed below) or any amendments or modifications to those rules, any claim that the Class- and Collective-Action Waiver (in whole or in part) is unenforceable, inapplicable, unconscionable, or void or voidable, including (if disputed) whether a claim is excluded under Section 15.2, will be determined only by a court of competent jurisdiction and not by an Arbitrator. The right to a judicial determination of any claim that the Class- and Collective-Action Waiver (in whole or in part) is unenforceable, inapplicable, unconscionable, or void or voidable may not be waived.

These claims are not covered under this Arbitration Contract: (a) Workers’ Compensation benefits, state disability insurance benefits or unemployment insurance benefits (however, the Arbitration Contract applies to discrimination or retaliation claims based upon seeking such benefits); (b) disputes that an applicable federal statute expressly states cannot be arbitrated or subject to a pre-dispute Arbitration Contract; (c) claims pending in a state or federal court or arbitration as of your receipt of this Arbitration Contract (“pending litigation”), however, if the pending litigation is subject to a prior or existing agreement to arbitrate, that agreement will remain in full force and effect and continue to apply to the pending litigation; or (d) disputes covered by the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021. If you are bringing a claim of sexual assault or sexual harassment, you may bring that claim in court instead of arbitration. However, the Arbitration Contract would be enforceable as to other claims.

Nothing in this Arbitration Contract prevents you from reporting 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, state equivalent agencies, or law enforcement authorities. Nothing in this Arbitration Contract prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Contract. This Arbitration Contract 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 this Arbitration Contract. Nothing in this Arbitration Contract prevents or excuses a party from satisfying any conditions precedent or exhausting administrative remedies. ShiftKey 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. This Arbitration Contract also does not prevent or prohibit you from reporting, communicating about, or disclosing claims for discrimination, harassment, retaliation, or sexual abuse.

A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy under applicable law, and any such application will not be deemed incompatible with or waiver of this Arbitration Contract. The court to which the application is made may 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.

The party bringing the claim must demand arbitration in writing. The demand for arbitration must include identification of the parties, a statement of the legal and factual basis of the claim(s), and a specification of the remedy sought. The demand for arbitration must be signed in ink by the party making the demand. Any demand for arbitration made to ShiftKey must be provided via email at legal@shiftkey.com. You will be given notice of any demand for arbitration by ShiftKey at the last home address or email address you provided to ShiftKey. The Arbitrator will resolve all disputes regarding the timeliness (demands must be made within the applicable limitations period(s)) or propriety of the demand for arbitration.

After a party initiates a claim by making a written demand for arbitration to the other party, the parties will not begin the Arbitrator selection process as described below or submit the demand to JAMS for thirty (30) days after the demand is made (“Cooling-Off Period”). During the Cooling-Off Period, the parties may attempt in good faith to resolve the claim. The parties may also mutually agree to extend the Cooling-Off Period. During the Cooling-Off Period, either party may request an informal meeting to discuss in good faith a potential informal resolution of the dispute, without the need to go forward in an arbitration (“Informal Settlement Conference”). If timely requested, the Informal Settlement Conference will take place at a mutually agreeable time by telephone or videoconference. Each party must personally participate; any counsel representing the party also may participate. The requirement of personal participation in an Informal Settlement Conference may be waived only if all parties agree in writing. At the end of the Cooling-Off Period or (if an Informal Settlement Conference is timely requested) 30 days after completion of the Informal Settlement Conference, and unless the parties have resolved the claim, the parties will begin the Arbitrator selection process as described below. The demand for arbitration will be submitted to JAMS for administration by the party initiating the claim. Unless otherwise prohibited by applicable law, JAMS and the Arbitrator are without authority to accept or administer any arbitration demand unless and until the parties have complied with the demand-for-arbitration process and Cooling-Off Period, and Informal Settlement Conference, if requested by a party.

There will be no right or authority for any dispute to be brought, heard or arbitrated as a class action and the Arbitrator will have no authority to hear or preside over any such claim (“Class Action Waiver”). The Class Action Waiver will be severable from this Arbitration Contract if there is a final judicial determination that the Class Action Waiver is invalid, unenforceable, unconscionable, void or voidable. In such instances, the class action must be litigated in a civil court of competent jurisdiction—not in arbitration.

There will be no right or authority for any dispute to be brought, heard or arbitrated as a collective action and the Arbitrator will have no authority to hear or preside over any such claim (“Collective Action Waive”). The Collective Action Waiver will be severable from this Arbitration Contract if there is a final judicial determination that the Collective Action Waiver is invalid, unenforceable, unconscionable, void or voidable. In such instances, the collective action must be litigated in a civil court of competent jurisdiction—not in arbitration.

Regardless of anything else in this Arbitration Contract or the JAMS Streamlined Arbitration Rules & Procedures or any amendments or modifications to those rules, any claim that all or part of the Class- and Collective-Action Waiver, including, but not limited to any claim that all or part of it is invalid, unenforceable, unconscionable, void or voidable, may be determined only by a court of competent jurisdiction and not by an arbitrator.

Unless the parties all agree otherwise, the Arbitrator will be an attorney licensed to practice law where the arbitration is convened or a retired federal or state judicial officer from any jurisdiction. The location of the arbitration proceeding will be no more than 25 miles from the place and in the same state where you last provided services enabled via ShiftKey unless each party to the arbitration agrees in writing otherwise.

The arbitration will be administered by JAMS, and except as provided in this Arbitration Contract, will be under the then current JAMS Streamlined Arbitration Rules & Procedures, which are available via the internet at https://www.jamsadr.com/rules-streamlined-arbitration or by using a service such as www.google.com to search for “JAMS Streamlined Arbitration Rules & Procedures” provided, however, that if there is a conflict between the JAMS Streamlined Arbitration Rules & Procedures and this Arbitration Contract, this Arbitration Contract will govern.

The parties will attempt to mutually agree on an Arbitrator via direct negotiation. Failing that, the Arbitrator will be selected under the JAMS Streamlined Arbitration Rules & Procedures. If JAMS will not administer the arbitration, and the parties do not agree to alternative arbitration administration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted to appoint a neutral Arbitrator.

The Arbitrator may award any remedy to which a party is entitled under applicable law, but remedies will be limited to those that would be available to a party in her or his individual capacity for the claims presented to the Arbitrator, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The Arbitrator will apply the substantive federal, state, or local law applicable to the claims asserted. Any party may file dispositive motions, including, without limitation, a motion to dismiss or a motion for summary judgment, and the Arbitrator will apply the standards governing such motions under the Federal Rules of Civil Procedure. Any party may make an offer of judgment, governed by Federal Rule of Civil Procedure 68.

Any party may take the deposition of two individual fact witnesses and any expert witness designated by another party. Each party may also propound up to 25 interrogatories, 25 requests for admission, and 25 requests for production of documents on each other party, and each party may subpoena witnesses and documents for discovery or the arbitration hearing, including testimony and documents relevant to the case from third parties, to the extent allowed by Law. Additional discovery may be conducted by mutual stipulation, and the Arbitrator will have exclusive authority to entertain requests for additional discovery, and to grant or deny such requests based on the circumstances of a particular case. The Arbitrator will have exclusive authority to resolve discovery disputes.

The parties will follow the JAMS Streamlined Arbitration Rules & Procedures applicable to initial filing fees, but you will not be responsible for any portion of those fees over the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. After you pay your portion of any initial filing fee, ShiftKey, or the party enforcing this provision if not ShiftKey, will pay any remaining portion of the initial fee and also will pay all costs and expenses unique to arbitration, including without limitation the Arbitrator’s fees. Each party will pay for its own costs and attorneys’ fees, if any, but 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. The Arbitrator will resolve any disputes regarding costs or fees associated with arbitration.

The Arbitrator will issue a reasoned decision or award in writing. A court of competent jurisdiction will have the authority to enter a judgment upon the award made pursuant to the arbitration.

This Arbitration Contract is the full and complete agreement about arbitration of disputes covered by this Arbitration Contract and replaces any prior agreements regarding the arbitration of disputes, save for the limited scenario discussed in the pending-claims exclusion in Section 15.2(c), above. Any contractual disclaimers ShiftKey has in any documents, other agreements, or policies do not apply to this Arbitration Contract. This Arbitration Contract will survive the termination of your relationship with ShiftKey. If any portion of this Arbitration Contract is deemed unenforceable, the remainder of this Arbitration Contract will be enforceable.

By consenting to this Arbitration Contract, you expressly represent that (i) you have been given the opportunity to review and comprehend this Arbitration Contract, including the waiver of your right to bring class or collective claims; (ii) you understand this Arbitration Contract and freely and voluntarily consent to be bound by it; (iii) you 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 trial and the right to bring class or collective actions; and (iv) you have had the opportunity to consult an attorney.

Finally, you are not an employee of ShiftKey, and nothing in this Arbitration Contract changes your non-employee status.

This Agreement is generally just between you and ShiftKey, but some third parties may enforce the Arbitration Contract.

Except as provided explicitly in Sections 2.5.3, 14.6, and 15, we and you are the only parties entitled to enforce these Terms and these Terms do not and are not intended to confer any rights or remedies upon any person other than you and ShiftKey. You also agree that if we assign, transfer, or subcontract any of our rights or obligations under these Terms to any third party in writing, such third party may enforce the Terms that are assigned, transferred, or sub-contracted.

In legal agreements like this one, we capitalize words if they have a special meaning. Some of those terms are defined here and others are defined in the rest of the Agreement, but we’ve listed all the terms here so you can easily find the definitions.

Capitalized terms not defined in this Section 17 are defined elsewhere in this Agreement, as noted by the quotation marks and bold font.