Terms and Conditions

1.1 The Agreement. These Terms and Conditions (the “Terms”) form a binding agreement between RadShifts LLC, a Texas limited liability company (“RadShifts,” “we,” “us,” or “our”), and the person or entity accessing or using the Platform (“User,” “you,” or “your”). The Terms govern access to and use of the website located at www.radshifts.com, the RadShifts mobile application, and all related software, dashboards, credentialing tools, scheduling tools, shift posting and acceptance tools, payment processing tools, communications tools, ratings, support functions, and services made available by RadShifts (collectively, the “Platform”). RadShifts reserves the right to amend these Terms at any time by posting the amended terms on the Platform. Continued use of the Platform following the posting of amended terms constitutes acceptance of those terms.

1.2 Acceptance. By creating an account, accessing the Platform, posting or accepting a Shift, or otherwise using the Platform, you accept and agree to be bound by the Terms, which include a mandatory individual arbitration provision and class action waiver set forth in Section 25. If you do not agree, you may not access or use the Platform. If you accept the Terms on behalf of an entity, you represent and warrant that you have authority to bind that entity, and references to “you” include the entity.

1.3 Incorporated Documents. The RadShifts Privacy Policy is incorporated by reference. Any Business Associate Agreement, Facility Master Services Agreement, or other written agreement between RadShifts and a User governs to the extent set forth in Section 3.

1.4 Eligibility. You must be at least eighteen years old, possess legal capacity to enter into a binding contract, and use the Platform only for lawful purposes consistent with the Terms. Provider Users must hold all licenses, certifications, and credentials required for the radiologic technology services they accept through the Platform and must maintain these credentials in good standing at all times. Provider Users must promptly notify RadShifts of any suspension, lapse, or restriction of their credentials. Facility Users must hold all licenses, accreditations, and authorizations required to operate as a healthcare facility and to engage temporary imaging personnel.

1.5 Independent Contractor Acknowledgment. BY ACCESSING OR USING THE PLATFORM AS A PROVIDER, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (A) YOUR USE OF THE PLATFORM DOES NOT CREATE AN EMPLOYMENT RELATIONSHIP BETWEEN YOU AND RADSHIFTS; (B) YOU ARE ENGAGING AS AN INDEPENDENT CONTRACTOR WHEN ACCEPTING AND PERFORMING SHIFTS THROUGH THE PLATFORM; (C) RADSHIFTS DOES NOT CONTROL THE MANNER OR MEANS BY WHICH YOU PERFORM SERVICES DURING SHIFTS; (D) YOU ARE SOLELY RESPONSIBLE FOR YOUR OWN TAXES, SELF-EMPLOYMENT OBLIGATIONS, TOOLS, EQUIPMENT, AND PROFESSIONAL LICENSURE; AND (E) YOU ARE NOT ENTITLED TO EMPLOYEE BENEFITS, WORKERS’ COMPENSATION, UNEMPLOYMENT INSURANCE, OR OTHER EMPLOYMENT PROTECTIONS FROM RADSHIFTS. THIS ACKNOWLEDGMENT SUPPLEMENTS AND DOES NOT REPLACE THE INDEPENDENT CONTRACTOR PROVISIONS SET FORTH IN SECTION 6.1. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE THE PLATFORM AS A PROVIDER.

2.1 Authorized Facility User. An individual employed by, contracted with, or otherwise authorized to act on behalf of a Facility in connection with the Platform, including for purposes of posting Shifts, accepting Providers, verifying hours, submitting ratings, and resolving disputes. Acts of an Authorized Facility User bind the Facility.

2.2 BAA. A written Business Associate Agreement entered into between RadShifts and a Facility (or, where applicable, an upstream Covered Entity), as required under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations.

2.3 Facility. A healthcare facility, imaging center, clinic, hospital, or similar organization that registers with the Platform to post and fill Shifts.

2.4 Facility-Reported Performance. The rating category by which a Facility reports its observations of a Provider’s execution of assigned tasks during a Shift. Facility-Reported Performance reflects Facility observations only and does not constitute a clinical competence evaluation by RadShifts.

2.5 PHI. Protected health information, as defined under HIPAA.

2.6 Placement Fee. The fee payable to RadShifts when a Facility engages a Provider outside the Platform in violation of Section 15.

2.7 Platform Fee. Any fee charged by RadShifts for use of the Platform, including marketplace fees, payment processing fees, and credentialing verification fees, as disclosed at Shift creation or otherwise through the Platform.

2.8 Provider. A licensed radiologic technologist, a radiologic technology student or intern where state law permits supervised practice, or a similar imaging professional registered with the Platform to accept Shifts.

2.9 Rad Rating. The composite Provider rating maintained on the Platform, calculated from Facility-submitted ratings across the categories described in Section 11.

2.10 Shift. A discrete radiologic technology engagement posted by a Facility through the Platform, accepted by a Provider, and performed at the Facility location specified in the posting.

2.11 User Content. Information, text, images, ratings, comments, files, and other materials submitted by a User to the Platform.

2.12 Business Associate; Covered Entity. The terms “Business Associate” and “Covered Entity” have the meanings set forth in HIPAA and its implementing regulations at 45 C.F.R. § 160.103.

3.1 Hierarchy. In the event of conflict, the following order of precedence applies, from highest to lowest: (a) any executed BAA, with respect to PHI; (b) any executed Facility Master Services Agreement between RadShifts and a Facility, with respect to commercial matters expressly addressed in that agreement; (c) the Terms; and (d) the Privacy Policy, except that the Privacy Policy controls with respect to the collection, use, disclosure, and retention of personal information.

3.2 Shift Postings. Terms displayed at the time a Shift is posted and accepted apply to that Shift to the extent they do not conflict with the Terms. In the event of conflict, the Terms control unless the Shift posting expressly states otherwise and is countersigned by RadShifts.

4.1 Technology Marketplace. RadShifts operates a technology marketplace, credentialing-support platform, and payment-administration platform that connects Providers with Facilities seeking PRN, temporary, or shift-based radiologic technology coverage. RadShifts provides software, scheduling, communication, credentialing review, ratings, and payment intermediation. RadShifts does not deliver medical care, does not supervise Providers clinically, does not control the manner or means of Provider services, does not direct Provider work product, does not employ Providers, and does not guarantee Provider performance, reliability, suitability, or safety.

THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. RADSHIFTS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY LAW.

4.2 Not a Staffing Agency. RadShifts is not an employer of record, professional employer organization, or clinical staffing agency of record, and does not provide clinical staffing services in its own name or employ Providers, unless expressly stated in a separate written agreement. Nothing in the Terms creates an agency, partnership, joint venture, joint employer, or fiduciary relationship between RadShifts and any User, or between any two Users by virtue of their use of the Platform.

4.3 No Clinical Oversight. RadShifts does not evaluate Provider clinical competence, supervise Provider clinical conduct, or assume responsibility for the medical, technical, or radiation-safety aspects of any Shift. Those responsibilities rest with the Facility and the Provider, as further described in Sections 6 and 7.

4.4 Technology Platform Disclaimer. RADSHIFTS IS A TECHNOLOGY SERVICES PROVIDER THAT SOLELY FACILITATES CONNECTIONS BETWEEN PROVIDERS AND FACILITIES THROUGH THE PLATFORM. RADSHIFTS DOES NOT EMPLOY PROVIDERS, DOES NOT DIRECT OR SUPERVISE THE EXECUTION OF CLINICAL OR RADIOLOGIC SERVICES PERFORMED DURING ANY SHIFT, AND DOES NOT CONTROL THE ACTIONS, OMISSIONS, OR PROFESSIONAL CONDUCT OF ANY PROVIDER OR FACILITY. RADSHIFTS EXPRESSLY DISCLAIMS LIABILITY FOR THE PROFESSIONAL SERVICES, ACTIONS, OMISSIONS, ERRORS, NEGLIGENCE, OR MISCONDUCT OF ANY PROVIDER OR FACILITY.

5.1 Registration. To use the Platform, you must register an account, provide accurate and complete information, and maintain that information current. RadShifts may decline registration, request additional information, or require verification at its discretion.

5.2 Account Security. You are responsible for maintaining the confidentiality of your login credentials and for all activity occurring under your account. You may not share, transfer, or permit unauthorized access to your account. You must notify RadShifts promptly of any suspected unauthorized access or breach of account security. You agree to indemnify, defend, and hold harmless RadShifts from any losses, costs, or damages arising from unauthorized access resulting from your failure to maintain credential security.

5.3 Authorized Users. A Facility account may be accessed by Authorized Facility Users acting within the scope of their authority. The Facility remains responsible for all acts and omissions of its Authorized Facility Users on the Platform, including Shift postings, Provider acceptances, hour verifications, ratings, and dispute submissions.

5.4 Suspension and Termination of Access. RadShifts may suspend, restrict, or terminate access to the Platform for ineligibility, inaccurate registration information, breach of the Terms, credentialing failure, payment failure, fraud, safety concerns, or any other ground RadShifts reasonably believes to be in the interest of marketplace integrity or applicable law, without liability to RadShifts. Termination does not entitle the User to any refund of prepaid fees.

6.1 Independent Contractor Status. Each Provider is an independent contractor and is not an employee, agent, partner, or joint venturer of RadShifts. Providers control which Shifts they accept, set their own schedules within Platform parameters, and are responsible for their own taxes, self-employment obligations, social security and Medicare contributions, and applicable filings. Providers are not entitled to employee benefits, workers’ compensation coverage from RadShifts, unemployment insurance from RadShifts, employer-provided health insurance, or paid time off through RadShifts. RadShifts does not provide Providers with tools, equipment, or supplies for the performance of clinical services during Shifts. Providers shall indemnify RadShifts against any claims, costs, or liabilities arising from any reclassification of the Provider’s status by any government agency or court.

6.2 Licensing and Credentialing. Providers must hold and maintain in good standing all state licenses, professional certifications, immunization and health clearances, and other credentials required for the services performed during each Shift. Providers must comply with state board requirements, continuing education requirements, and applicable scope-of-practice limits at all times. If a Provider fails to maintain compliant credentials, RadShifts may suspend the Provider’s access to the Platform, withhold payments, or terminate the Provider’s engagement immediately.

6.3 Compliance During Shifts. Providers must comply with the policies, procedures, and standards of the Facility at which a Shift is performed, including patient safety, radiation safety, infection control, confidentiality, and timekeeping requirements. Providers must observe HIPAA and applicable privacy and security laws during Shifts.

6.4 Notification Obligations. Providers must notify RadShifts promptly, and in any event within forty-eight hours, of any license suspension, revocation, expiration, restriction, disciplinary action, pending investigation, exclusion or debarment from any federal or state healthcare program, National Practitioner Data Bank report, or other change that affects eligibility to perform Shifts.

6.5 Provider Representations. Each Provider represents and warrants on a continuing basis that the Provider (a) is not currently subject to any non-compete, non-solicitation, exclusivity, or similar obligation that would prohibit acceptance of Shifts through the Platform; (b) is not excluded, debarred, sanctioned, or under investigation by Medicare, Medicaid, the Office of Inspector General, the System for Award Management, or any comparable program or authority; (c) has submitted credentialing materials that are authentic, current, and unaltered; and (d) is legally authorized to perform the services contemplated by each accepted Shift.

6.6 Payout Information. Providers are responsible for the accuracy of payout information furnished to the Platform, including bank account or other payment method details. RadShifts is not liable for delayed or misdirected payments resulting from inaccurate payout information.

6.7 State-Specific Classification Compliance. Certain states impose unique requirements governing worker classification, healthcare staffing, and independent contractor relationships. The following state-specific provisions apply to Providers performing Shifts in the identified jurisdictions and supplement, but do not replace, the general independent contractor provisions in Section 6.1.

(a) California. Providers performing Shifts in California are subject to California’s worker classification standards. RadShifts and Providers acknowledge that the Platform is designed to operate consistent with independent contractor classification under applicable California law, including applicable provisions of the California Labor Code and Business and Professions Code. To the extent California law requires additional disclosures, agreements, or operational adjustments, RadShifts will implement those measures. Providers in California are entitled to any rights that cannot be waived under California law notwithstanding any other provision of the Terms.

(b) Florida. Providers performing Shifts in Florida must comply with Florida’s licensure and scope-of-practice requirements for radiologic technologists, including applicable registration, certification, and supervision requirements under Florida law.

(c) New Jersey. Providers performing Shifts in New Jersey are subject to New Jersey’s applicable worker classification standards, including the ABC test to the extent it applies. Providers in New Jersey may have rights under the New Jersey Wage Payment Law and related statutes that cannot be waived by contract.

(d) New York. Providers performing Shifts in New York must comply with applicable New York licensure requirements for radiologic technologists. Facilities operating in New York must comply with any applicable New York Freelance Isn’t Free Act obligations for engagements meeting the Act’s coverage thresholds.

(e) Texas. The Terms are governed by Texas law as set forth in Section 25.1. Providers and Facilities operating in Texas acknowledge that independent contractor status is evaluated under applicable federal and Texas tests.

(f) General. Providers are responsible for knowing and complying with the laws of any jurisdiction in which they perform Shifts. RadShifts may implement state-specific credentialing requirements, Platform workflows, or operational adjustments as necessary.

6.8 Data Security and Encrypted Communication. Providers must use secure, encrypted communication channels when accessing, discussing, or transmitting any sensitive information in connection with Shifts. Specifically: (a) Providers must not transmit sensitive information through unencrypted email or unsecured messaging applications; (b) Providers must maintain secure access to their Platform accounts and must not share login credentials; (c) Providers must promptly notify RadShifts at info@radshifts.com of any unauthorized account access; and (d) To the extent a Provider handles PHI under a BAA-covered workflow, the Provider must comply with applicable HIPAA Security Rule safeguards, including encryption of electronic PHI in transit and at rest.

6.9 Platform Monitoring Consent and Disciplinary Escalation. (a) By using the Platform, each Provider consents to monitoring of Platform activity, including login activity, communications, and usage patterns, solely for security, compliance, and integrity purposes. (b) If RadShifts determines, based on documented evidence, that a Provider has engaged in potential professional misconduct, RadShifts may: (i) suspend or deactivate Platform access; (ii) notify the affected Facility; (iii) refer documented findings to the Provider’s applicable state licensing authority; and (iv) refer to law enforcement where fraud or imminent safety threats are involved. (c) Good-faith referrals under this Section do not create liability for RadShifts.

7.1 Facility Responsibilities. Each Facility is responsible for the accuracy of its Shift postings, final acceptance of Providers, onboarding, orientation, Facility-specific credentialing decisions, onsite supervision, patient safety, radiation safety protocols, ensuring that Providers perform radiologic procedures under the direction of an ordering practitioner as required by applicable state law, Facility policies, timekeeping, accreditation compliance (including any Joint Commission contract personnel standards where applicable), payment obligations, and confirming that any accepted Provider satisfies Facility-specific insurance and credentialing requirements before the Shift begins. Each Facility agrees to indemnify, defend, and hold harmless RadShifts from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or related to the Facility’s failure to fulfill these responsibilities.

7.2 Permitted Use. Facilities may use the Platform only for their own bona fide staffing needs at locations they own or operate. Facilities may not use the Platform on behalf of unauthorized third parties, send Providers to locations not specified in the Shift posting, sublicense or resell Platform access, charge any third party for a Provider obtained through the Platform, or treat Providers in a manner that creates joint-employer exposure for RadShifts.

7.3 Facility Representations. Each Facility represents and warrants on a continuing basis that it (a) holds all licenses, accreditations, certifications, and authorizations required to operate and to engage temporary imaging personnel; (b) complies with applicable wage, hour, predictability pay, and worker classification laws; (c) maintains its own HIPAA compliance program independent of any safeguard provided through the Platform; and (d) is not excluded or debarred from any federal or state healthcare program. Facilities must notify RadShifts promptly, and in any event within forty-eight hours, of any license suspension, revocation, expiration, restriction, disciplinary action, pending investigation, exclusion or debarment from any federal or state healthcare program, or other change that affects eligibility to engage temporary imaging personnel.

7.4 Tax Reporting Posture. Where a Facility directly engages a Provider outside the Platform as permitted under these Terms or with RadShifts’ prior written approval, the Facility is solely responsible for any required tax reporting. The Facility will not assert any tax reporting position that is inconsistent with the independent contractor structure of Provider engagements through the Platform.

7.5 Facility Onboarding Responsibilities. Each Facility is solely responsible for onboarding a Provider prior to any Shift, including: (a) any application or intake process; (b) any immunization, health screening, or occupational health assessment; (c) any confidentiality agreements, HIPAA workforce training acknowledgments, or temporary personnel status acknowledgments; (d) any Facility-level credentialing or competency verification; (e) any orientation, training, or competency assessment; and (f) any timekeeping systems, badge access provisioning, or EHR access provisioning. RadShifts is not responsible for the Facility’s onboarding process or any adverse consequence arising from incomplete onboarding.

7.6 Prohibited Facility Types and Uses. The following uses are expressly prohibited and constitute a material breach: (a) deploying Providers in any home health or patient-home setting; (b) deploying Providers at correctional facilities, detention centers, or similar settings; (c) deploying Providers at any location not owned or operated by the Facility; (d) sublicensing or reselling Platform access or Provider services; and (e) any other business type or setting RadShifts designates as prohibited from time to time. Violations may result in immediate termination and liability for resulting damages, including applicable Placement Fees.

8.1 Credentialing Activities. RadShifts may collect, store, review, verify, and share credentialing information, including state licenses, certifications, immunization and health records, background checks, drug screening results, professional liability insurance documentation, and similar materials. RadShifts may engage third-party vendors to support verification, background checks, and drug screening.

8.2 Provider Consent. Each Provider consents to the collection, storage, verification, and disclosure of credentialing materials to Facilities and authorized third parties for purposes of Shift verification, onboarding, compliance, and audit. Where consumer reports are obtained for background check purposes, the disclosures and authorizations required under the Fair Credit Reporting Act and analogous state laws are obtained separately, and the Terms do not substitute for those standalone disclosures.

8.3 No Warranty of Credentials. RadShifts does not warrant the accuracy or completeness of credentialing materials, does not perform clinical competence evaluations, and does not replace any Facility credentialing obligation. Final credentialing and engagement decisions remain with the Facility.

8.4 State and Federal Compliance. RadShifts may implement state-specific or facility-specific credentialing requirements depending on where a Shift is performed and the requirements of the engaging Facility. Providers and Facilities remain responsible for compliance with the laws applicable to their own conduct, professional practice, and operations.

8.5 Audit Rights and Limitation of Credentialing Representations. (a) RadShifts does not guarantee the accuracy, completeness, currency, or authenticity of any credentialing materials submitted by Providers. Final credentialing decisions remain exclusively with the Facility. (b) RadShifts reserves the right to audit and re-verify any Provider’s credentialing materials at any time and may suspend Platform access pending satisfactory response. Providers must respond to audit requests within five (5) business days. (c) Facilities must cooperate with RadShifts’ reasonable audit requests and certify in writing whether Providers have satisfied the Facility’s own credentialing requirements.

9.1 Shift Posting and Acceptance. A Facility creates a Shift by posting it through the Platform with the parameters required by RadShifts. A Provider may apply for or accept a Shift in accordance with Platform workflows. A Shift becomes binding on both parties when the Facility accepts a Provider for that Shift through the Platform.

9.2 Hour Verification Window. After a Shift ends, the Facility has twelve hours to verify or dispute the Provider’s reported hours through the Platform. If the Facility does not verify or dispute within that window, the reported hours are automatically approved for payment processing.

9.3 Post-Verification Disputes. A Facility that auto-approves hours by inaction may submit a post-verification dispute within three business days following auto-approval. The Facility remains obligated to fund the auto-approved amount. If RadShifts determines that an overpayment occurred, RadShifts may issue a credit or future adjustment to the Facility. Provider payment is not subject to clawback solely because the Facility missed the verification window, absent fraud, clear error, or Provider misconduct.

9.4 Provider Payments. Provider compensation is processed by direct deposit or another approved payment method, generally within five to ten business days following Facility verification or auto-approval, subject to payment processor timing.

9.5 Provider Cancellations. A Provider cancellation made more than twenty-four hours before Shift start may affect the Provider’s Rad Rating. A Provider cancellation made less than twenty-four hours before Shift start (a “Provider Late Cancellation”) significantly affects the Provider’s Rad Rating. A Provider no-show, meaning failure to arrive without canceling through the Platform before Shift start, is treated as the most severe Provider cancellation event and may result in immediate Platform restriction.

9.6 Excused Provider Cancellations. Provider cancellations or early departures attributable to documented medical emergencies, severe weather, force majeure events, or good-faith reports of unsafe working conditions do not adversely affect Rad Rating or Platform eligibility, provided the Provider notifies the Facility and RadShifts as soon as safely possible and supplies reasonable supporting documentation when requested.

9.7 Facility Cancellations. A Facility may cancel a posted or accepted Shift without fee if the cancellation occurs at least twenty-four hours before Shift start. A Facility cancellation made less than twenty-four hours before Shift start triggers a late cancellation fee equal to fifteen percent of the total estimated Shift value, or any greater amount required under applicable state or local reporting-time pay or predictability pay law, whichever is higher. Facility late cancellation fees are collected by RadShifts and remitted to the affected Provider as compensation for reserved time and lost opportunity.

9.8 Turn-Aways and Early Termination. If a Provider arrives for an accepted Shift and the Facility turns the Provider away due to double-booking, low patient volume, scheduling error, or any similar Facility-side issue, the event is treated as a Facility late cancellation under Section 9.7. If a Facility ends a Shift early for performance reasons, the Facility must compensate the Provider for hours actually worked and provide prompt written notice to RadShifts describing the circumstances. RadShifts may investigate and adjust ratings or Platform eligibility based on its findings.

9.9 Force Majeure Exception (Facility-Side). The Facility late cancellation fee does not apply where the cancellation results from a natural disaster causing Facility closure, severe infrastructure failure, hospital-wide power outage, governmental emergency order, or comparable event that physically prevents Facility operation. Ordinary patient census fluctuation, low scheduling volume, internal staffing changes, and routine business adjustments do not qualify.

10.1 Payment Method. Each Facility must maintain a valid payment method on file, including a credit card, ACH account, or other payment instrument accepted by RadShifts or its payment processor. By posting or confirming a Shift, the Facility authorizes RadShifts and its payment processor to charge the Facility for Provider compensation, Platform Fees, processing fees, cancellation fees, Placement Fees, and any other amounts owed.

10.2 Payment Processor. Payments through the Platform are processed by Stripe or another third-party payment processor selected by RadShifts. Payment processing is subject to the processor’s terms and conditions. RadShifts is not responsible for ordinary processor or bank delays, failed transactions, account holds, returned payments, or processor fees.

10.3 Platform Fees. RadShifts may charge Platform Fees for use of the Platform, payment processing, and credentialing verification. The amount and type of Platform Fees applicable to a Shift are disclosed at Shift creation or otherwise through the Platform. Platform Fees are non-refundable except where required by law or expressly stated in writing by RadShifts. Provider compensation amounts displayed on the Platform are gross amounts before any taxes or deductions applicable to the Provider. Platform Fees are charged separately as disclosed through the Platform or any applicable written agreement.

10.4 Taxes. Each Provider is responsible for the Provider’s own taxes, self-employment obligations, and applicable filings. RadShifts does not withhold taxes from Provider compensation. RadShifts may issue Form 1099-NEC or other tax documentation where required. Each Facility is responsible for any sales, use, or services tax applicable to Platform Fees in jurisdictions that tax marketplace or software-as-a-service fees.

10.5 Funding Obligation. Facilities remain obligated to fund all verified or auto-approved amounts. RadShifts may, at its discretion, issue refunds, credits, or future adjustments where it determines an error has occurred, but is not obligated to do so except where required by law.

10.6 Setoff. RadShifts may set off amounts owed by a User against amounts owed to that User to the extent permitted by law and applicable payment processor rules. Setoff against Provider payouts is limited to duplicate payments, fraud, clear error, chargebacks, and amounts expressly recoverable under the Terms. RadShifts will provide notice of any setoff unless prohibited by law or processor rules.

11.1 Rad Rating. Each Provider begins with a Rad Rating of 5.0. Facilities may submit ratings after each completed Shift across the categories of professionalism, communication, reliability and attendance, attitude, and Facility-Reported Performance. Ratings are visible to Facilities considering Provider applications and to RadShifts.

11.2 Eligibility Determinations. RadShifts may use Facility ratings, Provider no-shows, Provider Late Cancellations, credentialing status, safety reports, and other Platform data to determine Platform eligibility. If a Provider’s average Rad Rating falls below 3.0 after at least five rated Shifts, the Provider account may be reviewed and may be subject to temporary restriction or permanent deactivation.

11.3 Appeals. Where Platform access is restricted solely on the basis of Facility ratings or third-party feedback, the affected Provider receives notice and an opportunity to appeal within fourteen days of the notice. RadShifts may investigate appeals and may exclude anomalous, retaliatory, duplicative, or otherwise unfair ratings at its discretion.

11.4 Marketplace Standards. Platform access actions are not employment discipline. References to “Platform access,” “Platform eligibility,” “temporary restriction,” “deactivation,” and “marketplace standards” describe the marketplace nature of these determinations.

11.5 Ratings as Opinions. Ratings and reviews reflect the submitting User’s experience and observations. RadShifts is not responsible for User-submitted ratings, reviews, or comments except to the extent required by law. Users agree not to assert claims against RadShifts solely based on RadShifts’ publication, display, moderation, removal, or treatment of a User-submitted rating or review, except to the extent prohibited by law. RadShifts retains the right, but not the obligation, to moderate, edit, or remove content that violates the Terms or applicable law.

12.1 Marketplace Posture. RadShifts operates primarily as a technology marketplace, credentialing-support platform, and payment-administration platform. The Platform is not designed, intended, or authorized for the routine transmission or storage of patient PHI.

12.2 PHI Restrictions and Indemnification. Users are prohibited from uploading, typing, transmitting, storing, or sharing patient PHI through the Platform unless RadShifts has expressly approved the workflow in writing and an applicable BAA governs that workflow. Providers must not include patient names, medical record numbers, diagnostic images, clinical notes, or other patient-identifying information in Platform chats, ratings, comments, support tickets, or any other Platform field outside an authorized BAA-covered workflow. A User who becomes aware of any inadvertent PHI submission through the Platform must notify RadShifts promptly and in no event later than forty-eight hours after becoming aware. Users shall indemnify, defend, and hold harmless RadShifts from any and all costs, fines, liabilities, and expenses arising from unauthorized PHI submissions.

12.3 Business Associate Activities. To the extent RadShifts creates, receives, maintains, or transmits PHI on behalf of a Facility that is a Covered Entity or Business Associate under HIPAA, that activity is governed by an applicable BAA. In the event of conflict between the Terms and a BAA with respect to PHI, the BAA controls.

12.4 Provider Information. Provider credentialing information, immunization and health records, and similar materials may include health information about the Provider. RadShifts handles such information in accordance with the Privacy Policy and applicable law.

12.5 Compliance Allocation. Providers must comply with HIPAA, Facility privacy policies, and applicable privacy and security laws during Shifts. Facilities are responsible for their own HIPAA compliance, patient privacy practices, onsite systems, and decisions about when and how PHI may be shared. RadShifts may implement safeguards for Platform data but does not control Facility systems or Provider conduct outside the Platform.

12.6 Privacy Policy. The Privacy Policy describes RadShifts’ collection, use, disclosure, and retention of personal information. Where a BAA applies to PHI, the BAA controls over both the Terms and the Privacy Policy with respect to PHI.

13.1 Provider Insurance. Each Provider must maintain, at the Provider’s own expense and at all times during which the Provider is eligible for Shifts on the Platform, professional liability or allied health malpractice insurance in the amounts required by RadShifts, the applicable Facility, or applicable law. RadShifts may establish minimum coverage thresholds, which may include one million dollars per occurrence and three million dollars in the aggregate, or such other limits as disclosed through the Platform or required for a particular Shift. Providers must satisfy any additional Facility-specific insurance requirements before performing a Shift at that Facility.

13.2 No RadShifts Coverage for Providers. RadShifts does not provide professional liability, malpractice, occupational accident, workers’ compensation, health, auto, or general liability insurance for Providers. RadShifts may maintain limited insurance for its own Platform operations, which does not extend to Provider clinical services or Facility operations.

13.3 Facility Verification. Each Facility is responsible for verifying, before accepting a Provider for a Shift, that the Provider satisfies any insurance requirements applicable at that Facility.

14.1 Prohibited Conduct. Users may not, directly or indirectly: falsify identity, licensing, credentials, insurance, background information, or Shift documentation; upload or transmit unauthorized PHI; engage in fraud, theft, violence, harassment, discrimination, retaliation, or unsafe conduct; work under the influence of drugs or alcohol during an accepted Shift; circumvent the Platform’s payment systems; share account credentials or access another User’s account without authorization; reverse engineer, decompile, or attempt to derive source code from the Platform; scrape, crawl, use bots, or otherwise interfere with Platform operations; misuse Facility data, Provider data, patient information, or other sensitive information accessed through the Platform; solicit unrelated services or advertise unrelated commercial activities through the Platform; infringe RadShifts’ intellectual property; or violate Facility policies, applicable law, or the Terms.

14.2 Data Extraction and AI Training. Users may not use Platform data, ratings, listings, profiles, or communications to train any artificial intelligence or machine learning model, to populate a competing marketplace, to compile recruiting or staffing databases, or for any other purpose beyond the User’s own bona fide use of the Platform.

14.3 Enforcement. RadShifts may, at its discretion, suspend, restrict, or terminate access for any breach of Section 14, with or without prior notice, depending on the nature and severity of the conduct.

14.4 Anti-Headhunting and Recruiting Prohibition. Users may not use the Platform, the Platform’s communications tools, Provider profiles, Facility listings, or any information obtained through the Platform to solicit, recruit, or facilitate the permanent, full-time, part-time, or direct employment or engagement of any User by any other User outside the Platform, except as permitted under Section 15 upon payment of the applicable Placement Fee. Specifically:

(a) Providers may not use the Platform as a means of seeking full-time, permanent, or direct employment with any Facility, or communicate to a Facility through the Platform regarding full-time employment opportunities, without RadShifts’ prior written consent;

(b) Facilities may not use the Platform to identify, evaluate, or screen Providers for the purpose of directly hiring them outside the Platform without first paying the applicable Placement Fee under Section 15;

(c) Neither Providers nor Facilities may use the Platform to arrange or facilitate direct employment that circumvents the Platform’s payment systems or Placement Fee obligations; and

(d) Any communication through the Platform designed to facilitate direct employment in violation of this Section 14.4 is prohibited and may result in immediate suspension or termination. Users who circumvent this prohibition remain liable for the applicable Placement Fee and all damages under Section 15.

16.1 RadShifts Property. RadShifts owns all right, title, and interest in and to the Platform, the underlying software, the RadShifts name and logos, and all related intellectual property. Subject to the Terms, RadShifts grants each User a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform for its intended purpose during the term of the User’s account.

16.2 User Content License. Users retain ownership of their User Content. By submitting User Content to the Platform, the User grants RadShifts a non-exclusive, royalty-free, worldwide, sublicensable license to host, store, reproduce, display, and use the User Content for purposes of operating, providing, securing, administering, improving, and enforcing the Platform, processing Shifts, supporting credentialing workflows, resolving disputes, and complying with applicable law. RadShifts may use aggregated or de-identified data derived from User Content for analytics, benchmarking, and marketing, provided such use does not identify any Provider, Facility, patient, or other individual and does not include PHI except as permitted by an applicable BAA. Any identifiable use of User Content for external marketing requires the User’s prior express written consent. Users represent that they have all rights necessary to submit User Content and that User Content does not infringe any third-party rights or violate any law.

16.3 Feedback. Any feedback, suggestions, or improvement ideas submitted by a User may be used by RadShifts without compensation, attribution, or restriction.

16.4 Restrictions. Users may not copy, modify, distribute, sell, lease, or create derivative works of the Platform; remove proprietary notices; or use the RadShifts name, logos, or trademarks without prior written consent.

17.1 Integrations. The Platform integrates with third-party services, including payment processors, background check vendors, credential verification vendors, identity verification vendors, mapping providers, and communication providers. Use of those services is subject to the providers’ own terms and policies.

17.2 No Responsibility for Third Parties. RadShifts does not control third-party providers and is not responsible for their performance, accuracy, availability, downtime, or fees. RadShifts disclaims liability for any act or omission of any third-party provider.

18.1 By RadShifts. RadShifts may suspend or terminate any User’s access to the Platform, in whole or in part, with or without notice, for breach of the Terms, prohibited conduct, credentialing failure, safety concerns, payment failure, fraud, or any other reason RadShifts reasonably determines necessary to protect Users, the Platform, or applicable law.

18.2 By the User. Users may terminate their account at any time through the Platform. Termination does not relieve the User of obligations accrued before termination, including payment obligations, indemnification obligations, and Placement Fee obligations.

18.3 Effects. On termination, the User’s right to access and use the Platform ends, and RadShifts may delete or retain account data in accordance with the Privacy Policy and Section 19. The provisions of the Terms that by their nature survive termination, including Sections 10, 12, 13, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, and 28, survive termination.

18.4 Provider Obligation to Complete Accepted Shifts Before Termination. A Provider who initiates voluntary termination remains obligated to complete all Shifts that the Provider has accepted and that are scheduled to begin within forty-eight (48) hours of the effective date of termination, unless RadShifts waives this obligation in writing or the Shift is otherwise canceled in accordance with the Terms.

Except where termination is for cause involving safety concerns, fraud, misconduct, or credentialing failure — in which case RadShifts may restrict Platform access immediately — RadShifts will use commercially reasonable efforts to notify affected Facilities of any Provider-side termination that may affect a scheduled Shift.

A Provider who abandons accepted Shifts in violation of this Section may be subject to: (a) adverse Rad Rating adjustments; (b) forfeiture of payment for the abandoned Shift; and (c) liability for damages proximately caused by the abandonment, including Facility late-coverage costs.

19.1 Retention. RadShifts retains User and Platform data in accordance with the Privacy Policy and applicable law, including healthcare credentialing record retention requirements. Termination of an account does not require RadShifts to delete data needed for legal, audit, regulatory, accreditation, dispute resolution, or compliance purposes.

20.1 As Is. The Platform is provided “as is” and “as available,” without warranty of any kind. To the maximum extent permitted by law, RadShifts disclaims all express, implied, and statutory warranties, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranty arising from course of dealing or usage of trade.

20.2 No Outcome Guarantees. RadShifts does not warrant uninterrupted access to the Platform, error-free operation, availability of Shifts, availability or suitability of Providers, Facility safety, Provider clinical competence, accuracy of User-submitted information, the conduct of any third-party vendor, or any specific business outcome. RadShifts does not control Facilities, Providers, patients, or third-party vendors. RadShifts disclaims liability for errors or omissions in credentialing for Users, Providers, Facilities or any other party.

20.3 Assumption of Risk. Users acknowledge that interactions between Providers, Facilities, patients, and third parties carry inherent risk, including risks associated with healthcare environments, and that RadShifts is not responsible for those interactions.

21.1 Excluded Damages. To the maximum extent permitted by law, RadShifts shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, lost profits, lost revenue, lost data, business interruption, personal injury arising from Facility-Provider interactions, Provider malpractice, Facility conduct, patient conduct, third-party services, payment processor delays, User-submitted information, or disputes between Providers and Facilities, regardless of the theory of liability and even if RadShifts has been advised of the possibility of such damages.

21.2 Aggregate Cap. To the maximum extent permitted by law, RadShifts’ aggregate liability for all claims arising out of or relating to the Terms or the Platform will not exceed the greater of (a) the fees paid to RadShifts by the claimant during the six months immediately preceding the event giving rise to the claim.

21.3 Cap Carve-Outs. The cap and exclusions in this Section 21 do not apply to a User’s payment obligations to RadShifts (including Provider compensation funding obligations, Platform Fees, cancellation fees, and Placement Fees), the User’s indemnification obligations, the User’s obligations relating to confidentiality and PHI, the User’s obligations under Section 14 or Section 15, or the User’s infringement of RadShifts’ intellectual property.

21.4 Savings Clause. Some jurisdictions do not allow the exclusion or limitation of certain damages. To that extent, the limitations in this Section 21 apply only to the maximum extent permitted by law.

22.1 Provider Indemnity. Each Provider will defend, indemnify, and hold harmless RadShifts, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to the Provider’s breach of the Terms; inaccurate credentials or representations; professional services performed during a Shift; alleged malpractice, negligence, or misconduct; claims by patients, Facilities, or third parties arising from Provider conduct; violation of law; tax or worker classification obligations; unauthorized PHI disclosure; intellectual property infringement; or unauthorized access to or misuse of the Provider’s account.

22.2 Facility Indemnity. Each Facility will defend, indemnify, and hold harmless RadShifts, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to the Facility’s breach of the Terms; Facility operations; patient care; onsite supervision; unsafe premises; Facility policies; wage, hour, staffing, predictability pay, or worker classification claims caused by Facility conduct; failure to pay; cancellation or verification disputes; unauthorized PHI disclosure; or violation of law or accreditation standards.

22.3 Carve-Out. The indemnification obligations in this Section 22 do not extend to claims to the extent caused by the gross negligence or willful misconduct of RadShifts.

22.4 Defense Control. RadShifts may, at its option and expense, assume control of the defense and settlement of any indemnified claim with counsel of its choosing, in which case the indemnifying party will cooperate as reasonably requested. The indemnifying party may not settle any claim that imposes any obligation on RadShifts or admits fault by RadShifts without RadShifts’ prior written consent. RadShifts will provide the indemnifying party with reasonably prompt written notice of any claim for which indemnification is sought. Failure to provide timely notice affects the indemnifying party’s obligations only to the extent of actual prejudice caused by the delay.

22.5 Indemnification Procedure and Survival. The Indemnified Party will provide reasonably prompt written notice of any claim for which indemnification is sought, describing the nature of the claim and relief sought. Failure to provide timely notice reduces the Indemnifying Party’s obligations only to the extent of actual prejudice. The Indemnified Party will cooperate reasonably with the defense. The Indemnifying Party may not settle any claim that imposes obligations on, or requires admissions by, the Indemnified Party without prior written consent.

23.1 General Release. Each User releases RadShifts from any and all claims, demands, damages, and causes of action (known or unknown) arising out of or relating to disputes, interactions, services, conduct, omissions, payments, safety issues, patient interactions, or other dealings between Providers, Facilities, patients, or third parties, except to the extent caused by RadShifts’ gross negligence or willful misconduct.

23.2 California Civil Code Section 1542. Users who are residents of California waive the protections of California Civil Code section 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” Users in jurisdictions with similar statutes waive the protections of those statutes to the same extent.

24.1 Excused Performance. Neither party will be liable for delay or failure in performance caused by events beyond its reasonable control, including natural disasters, governmental actions, war, terrorism, civil unrest, epidemics or pandemics, labor disputes, internet outages, telecommunications outages, cloud infrastructure failures, payment network outages, and similar events. The affected party will use reasonable efforts to mitigate the impact and resume performance promptly.

24.2 Payment Carve-Out. Force majeure does not excuse payment obligations for completed Shifts, cancellation fees, Placement Fees, or other accrued amounts, except to the extent payment systems are temporarily unavailable, in which case payment is due promptly upon restoration of those systems.

26.1 Modifications. RadShifts may modify the Terms from time to time. For material changes, RadShifts will provide thirty days’ advance notice by email, Platform notification, account dashboard notice, or another reasonable method. Continued use of the Platform after the effective date of a modification constitutes acceptance of the modified Terms.

26.2 No Retroactive Effect. Modifications do not retroactively alter payment obligations or rights that have accrued before the effective date of the modification, except where required by law or expressly stated.

26.3 User Termination Right. A User who does not accept a material modification may terminate the User’s account by closing it before the effective date of the modification.

27.1 By the User. Users may not assign, transfer, or delegate the Terms or any rights or obligations under the Terms without RadShifts’ prior written consent. Any attempted assignment without consent is void.

27.2 By RadShifts. RadShifts may assign the Terms, in whole or in part, to any affiliate, successor, acquirer, merger partner, purchaser of substantially all of its assets or equity, or financing party, without consent and without notice.

28.1 Entire Agreement and Amendments. The Terms, together with the Privacy Policy, any applicable BAA, and any other written agreement between RadShifts and the User, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior or contemporaneous understandings and agreements. RadShifts reserves the right to unilaterally amend these Terms at any time. Continued use of the Platform by the User constitutes acceptance of any amended Terms.

28.2 Severability. If any provision of the Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, severed, and the remainder of the Terms will remain in full force and effect.

28.3 No Waiver. No failure or delay by RadShifts in exercising any right under the Terms operates as a waiver of that right. A waiver is effective only if in writing and signed by RadShifts.

28.4 Headings. Section headings are for convenience only and do not affect interpretation.

28.5 Construction. The Terms will not be construed against the drafter. The English-language version controls in the event of any translation conflict.

28.6 Electronic Communications and Signatures. Users consent to receive communications from RadShifts electronically, including through email, the Platform, and account dashboards. Users may opt-out of receiving marketing communications by following the opt-out instructions provided in such communications. Electronic signatures and acceptances have the same legal effect as handwritten signatures. RadShifts will comply with all applicable laws, including CAN-SPAM and TCPA, in its electronic communications.

28.7 Notices. Notices to RadShifts must be sent to the addresses in Section 29. Notices to Users may be sent by email, Platform notice, account dashboard, or other contact information associated with the account, and are deemed received upon transmission.

28.8 Relationship of Parties. Nothing in the Terms creates a partnership, joint venture, agency, or employment relationship between RadShifts and any User. RadShifts disclaims any liability for the actions, omissions, or conduct of Users, including healthcare facilities and clinicians, in their interactions with each other. Users acknowledge that RadShifts is not responsible for any disputes, claims, or liabilities arising from such interactions.

28.9 Export and Sanctions Compliance. The Platform is operated from and intended for use within the United States only. Users may not access or use the Platform from any jurisdiction subject to comprehensive United States sanctions, and Users represent that they are not on any United States government list of prohibited or restricted parties.

28.10 Independent Parties. EACH PARTY TO THESE TERMS SHALL BE CONSIDERED AN INDEPENDENT PARTY AND SHALL NOT BE CONSTRUED TO BE AN AGENT, REPRESENTATIVE, EMPLOYEE, OR PARTNER OF ANY OTHER PARTY. NEITHER RADSHIFTS NOR ANY USER HAS ANY LIABILITY FOR THE ACTS OR OMISSIONS OF THE OTHER PARTY BY VIRTUE OF THESE TERMS. NEITHER PARTY NOR ANY OF ITS EMPLOYEES, AGENTS, OR SUBCONTRACTORS IS ENTITLED TO COMPENSATION, WORKERS’ COMPENSATION COVERAGE, EMPLOYEE BENEFITS, OR UNEMPLOYMENT INSURANCE FROM THE OTHER PARTY BY VIRTUE OF THESE TERMS. THIS SECTION SUPPLEMENTS SECTIONS 4.2 AND 6.1.

RadShifts LLC
3329 I-30 Frontage Road
Mesquite, Texas 75150
Email: info@radshifts.com
Legal Notices: info@radshifts.com

Notices to Users may be sent by email, Platform notice, account dashboard, or other contact information associated with the User’s account.

By creating an account, accessing the Platform, posting or accepting a Shift, or otherwise using the Platform, the User acknowledges that the User has read, understood, and agreed to be bound by these Terms and Conditions, including any future amendments or updates to the Terms.