Terms and Conditions

This RadShifts Terms of Service Agreement is entered into by and between RadShifts, a two-sided marketplace and technology provider facilitating connections between licensed Radiologic Technologist's seeking PRN (pro re nata) or temporary work and healthcare facilities in need of their services. This Agreement, together with our Privacy Policy, governs your access to and use of the RadShifts platform, available at www.RadShifts.com and through the RadShifts mobile application (collectively, the "Platform").

Acceptance of Terms:
By accessing, using, or creating an account on the Platform, You ("Facility" or "Provider") agree to be legally bound by the terms and conditions of this Agreement. You represent and warrant that you are of legal age and have the authority to enter into this Agreement on your behalf or on behalf of an organization or entity you represent. If you do not accept these terms, you must not use or access the Platform.

Independent Contractor Status:
Providers acknowledge that using the RadShifts Platform does not establish an employment relationship between RadShifts and the Provider. Providers are classified as independent contractors when fulfilling shifts or assignments through the Platform, unless otherwise stated under applicable laws or individual contractual terms with a facility. As an independent contractor, you are solely responsible for setting your availability, on shifts, and providing the necessary tools and expertise for the services rendered at facilities.

State-Specific Labor and Classification Compliance:
Providers will be engaged as 1099 independent contractors based on Texas state laws and facility preferences, including but not limited to: worker classification standards, healthcare staffing regulations, and Radiologic Technologist practice requirements.

The words whose initial letters are capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

For the purposes of these Terms and Conditions:

• Provider- A licensed Radiologic Technologist, Radiologic Technologist student (including interns) or other similar individuals registered with the RadShifts Platform
  
• Healthcare Facility or Facility- An organization, hospital, clinic, or other healthcare establishment registered on the Platform that seeks to fill temporary staffing needs by connecting with Providers for PRN or shift-based services.
• Shift- A specific period of time during which a Provider agrees to perform professional services at a Facility, as scheduled, managed, and recorded through the Platform.
• Platform or RadShifts Platform- The digital interface provided by RadShifts, including the website, mobile applications and associated software through which Providers and Facilities interact, schedule shifts, process payments, and manage credentials.
• Credentialing- The process by which a Provider submits, verifies, and maintains required licenses, certifications, immunization records, and other regulatory documentation necessary to meet compliance requirements of RadShifts and relevant state laws for providing healthcare services.
• Independent Contactor- A Provider classified as a 1099 worker, responsible for self-employment taxes and other obligations per state law, maintaining autonomy over scheduling, shift acceptance, and method of performing services.
• Personal Data and HIPAA Compliance- Any information that identifies or could identify an individual, including but not limited to contact information, licensure details, and health data where applicable.
  HIPAA Compliance: Adherence to the Health Insurance Portability and Accountability Act and related data privacy regulations to ensure the confidentiality and security of Personal Data accessible or managed through the Platform.
• Platform Fee- A percentage-based fee applied to each completed Shift for services provided by RadShifts, covering platform use, payment processing, and credentialing verification.
• State Specific Terms- Provisions of this Agreement that apply only to Providers and Facilities operating in specific states (California, Florida, New Jersey, New York, and Texas) to address unique licensure, classification, and labor requirements.
• Affiliate- means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
• Account- means a unique account created for You to access our Service or parts of our Service.
• Country- Texas, United States
• Company- (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to RadShifts LLC, 3329 I30 Frontage Road.
• Device- means any device that can access the Service such as a computer, a cell phone or a digital tablet.
• Service- refers to use of our mobile application and website.
• Terms and Conditions- (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
• Third-party Social Media Service- means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
• Website- refers to RadShifts, accessible from [www.radshifts.com](www.radshifts.com)
• User- means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

RadShifts is a technology services provider that solely facilitates the connection between Providers and healthcare facilities. RadShifts does not employ or have control over Providers, nor does it direct or oversee the execution of healthcare services provided during any shift. Consequently, RadShifts disclaims liability for the actions, omissions, or performance of any Provider or healthcare facility utilizing the Platform.

HIPAA and Data Privacy Compliance:
RadShifts is committed to maintaining compliance with the Health Insurance Portability and Accountability Act (HIPAA) and similar data privacy laws. We implement safeguards to protect patient data and personal information, and Providers are required to maintain HIPAA compliance for any data managed, accessed, or stored during a shift.

Modifications and Updates:
RadShifts may update or amend the terms of this Agreement periodically, and any changes will be effective immediately upon posting to the Platform with an updated effective date. Providers are encouraged to review these terms regularly, as continued use of the Platform constitutes acceptance of any modifications.

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.

You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

By using the RadShifts Platform, Providers acknowledge and agree that they are engaged as independent contractors when fulfilling Shifts at healthcare facilities. This Agreement does not create any employment, joint venture, partnership, or agency relationship between RadShifts and Providers or between RadShifts and Facilities. Providers retain the sole discretion to determine the Shifts they accept and the manner and means by which they perform their services, consistent with applicable law and any standards set forth by the Facility.

State-Specific Worker Classification: Certain states, including California, Florida, New Jersey, New York, and Texas, impose specific standards and legal requirements for worker classification. This Agreement includes state-specific terms that apply to Providers fulfilling Shifts in these jurisdictions to ensure compliance with all applicable worker classification regulations.

Providers have the full right to engage in any other business or professional activities, including using other platforms or direct arrangements with healthcare facilities, provided such activities do not interfere or conflict with obligations related to accepted Shifts. Any attempt to use the platform as a headhunter or a way to find its full time employees is prohibited. Communication between providers and facilities regarding full time employment or that is a conflict with the Platform is prohibited without express permission from RadShifts.

The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.

The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.

Licensure and Credentialing: Maintaining all necessary credentials, licenses, and certifications required to perform healthcare services at Facilities. Providers must hold an active, valid license to practice as a Radiologic Technologist in each state where they intend to provide services. Providers are solely responsible for maintaining current and accurate licensure and ensuring that all required certifications, registrations, or other documentation remain valid. This includes compliance with each state's board requirements, maintaining licensure in good standing, and submitting any additional health and background documentation where applicable. Providers are ultimately responsible for ensuring compliance with all applicable state requirements.

Health and Immunization Records: In compliance with healthcare standards, certain Facilities may require Providers to submit health records, immunizations, and other health-related documentation before performing services. Providers are required to upload any such documentation to the Platform as requested.

Background Checks: RadShifts will conduct or facilitate background checks and may require Providers to consent to drug screenings or other assessments where required by law or the policies of specific Facilities.

Document Submission and Maintenance:
Providers must upload and maintain current versions of all required credentials, certifications, health records, and background documents to the Platform. Failure to maintain current and accurate documentation may result in deactivation of the Provider's account and loss of access to the Platform.

Verification Process:
RadShifts reserves the right to independently verify all submitted documents and information. Providers acknowledge that RadShifts may conduct regular audits to ensure compliance and may request updates to credentialing documentation as required by law or regulatory standards.

Expiration and Renewal: Providers are responsible for timely renewals of all licensure and credentials. Upon expiration of any required credentials, RadShifts may suspend the Provider's account and deny access to the Platform until all valid, updated documentation is provided and verified.

HIPAA Compliance and Data Security:
RadShifts complies with the Health Insurance Portability and Accountability Act (HIPAA) and similar data protection regulations to safeguard the privacy of health information. Providers are required to comply with HIPAA standards in the handling and storage of any health-related data accessed or managed during Shifts, and must avoid uploading or sharing protected health information (PHI) outside the secure channels provided by the Platform.

Data Security Standards: RadShifts implements encryption and other security protocols to protect Provider and Facility data on the Platform. Providers agree to adhere to these standards, including avoiding any transfer or disclosure of sensitive data outside the Platform or to unauthorized third parties.

Authorization and Consent:
By registering on the Platform, Providers consent to RadShifts use of third-party service providers to conduct background screenings, credential verifications, and any required health or immunization documentation checks. Failure to complete these processes to RadShifts satisfaction may result in denial of Platform access.

Consent to Data Sharing: Providers authorize RadShifts to share background check results, licensure status, and relevant health records with participating Facilities as required to fulfill Shifts and meet Facility-specific standards. Providers understand that such sharing is necessary to maintain compliance with healthcare industry standards and Facility policies and requirements.

Notification of Status Changes:
Providers are required to notify RadShifts immediately of any of the following occur:

Suspension, revocation, or expiration of professional licensure;
Disciplinary action, investigation, or any restrictions imposed by a licensing board or professional regulatory body;
Any change in eligibility status, including exclusions from government health programs or restrictions impacting ability to perform healthcare services.

RadShifts reserves the right to suspend or terminate a Provider's account based on changes in credentialing status, licensing actions, or any failure to meet the conditions set forth in this section.

Tax and Financial Obligations: Paying applicable self-employment taxes, social security, Medicare, and other withholdings for earnings under this Agreement, as well as fulfilling any reporting requirements mandated by federal, state, or local tax authorities.

Compliance with Facility Standards: Adhering to all policies, protocols, and requirements of the Facility where the Shift is performed, including adherence to health and safety standards, HIPAA compliance, and any Facility-specific operational guidelines.

RadShifts Role and Limitations:
RadShifts operates solely as a technology provider, offering a Platform to facilitate the connection between Providers and Facilities. RadShifts does not:

Direct, supervise, or control the manner or method by which Providers perform their services;
Serve as an employer, joint employer, or co-employer of Providers or Facility personnel for any purpose under federal, state, or local law;
Set work schedules, determine work conditions, or establish compensation for Providers, apart from administering payments for services rendered as specified in this Agreement.

State-Specific Compliance and Labor Classification:
Providers are responsible for understanding and knowing the law in their respective state(s). To address varying state regulations regarding employment and independent contractor classifications, RadShifts has structured the Platform operations to comply with the labor standards of Texas, ensuring Providers maintain appropriate classification status according to the requirements of each jurisdiction where they provide services.

Provider-Initiated Cancellations: Providers may cancel a scheduled shift by reaching out and notifying the Facility via the messaging system. Unexcused or frequent cancellations without sufficient notice may result in disciplinary actions, including suspension or termination of account privileges.

Providers should not apply to shifts they are not 100% certain they can work. Providers may cancel their shift application without penalty if they have not yet been hired for the shift.

Shift Scheduling and Acceptance:
Providers may view available shifts on the Platform, selecting shifts based on their qualifications, availability, and Facility requirements. Acceptance of a shift constitutes a commitment by the Provider to fulfill the scheduled work at the designated Facility under the specified conditions.

Shift Confirmation: Once a Provider selects and is approved for a shift, they will receive confirmation through the Platform. Providers are responsible for verifying all shift details, including the time, location, required duties, and any specific instructions from the Facility. Providers must be prepared and on time for each confirmed shift.

Shift Management: Providers must use the Platform's tools to manage their schedules and monitor notifications. It is the Provider's responsibility to review and respond to Platform updates promptly.

Ending a Shift Early Due to Safety Reasons: If a Provider feels unsafe for any reason at a Facility, they should contact 911 and file a report with a RadShifts representative within the same day as the scheduled shift. If a Provider fails to report this, it may result in disciplinary actions, including suspension or termination of account privileges.

Facility-Initiated Cancellations: Facilities may cancel a shift, and in such cases, the Provider will be notified as soon as possible through the Platform. Due to the significant impact cancellations have on the Platform and on Providers seeking opportunities, Facilities are strongly encouraged to cancel shifts before hiring an applicant. If a Facility exceeds 2 cancellations after hiring a Provider, RadShifts will suspend the Facility's account and investigate before allowing continued use of RadShifts services. If a cancellation occurs within 24 hours of the scheduled start time, Providers may be eligible for partial compensation, subject to RadShifts cancellation policy as described here and contingent on applicable state labor laws.

Ending Shifts Early Secondary to Performance Issues: If a Facility ends a shift early after the shift starts due to performance reasons, the Facility will be required to pay for the number of hours worked. The Facility must provide prompt written notice to RadShifts via email at info@radshifts.com prior to the completion of the scheduled shift, detailing the circumstances that led to such early termination. If a Facility demonstrates a record of consistently canceling Providers before their shift starts, at RadShifts discretion, the Facility's profile will be flagged and RadShifts will launch an investigation into the Facility's cancellation patterns.

Disputing Cancellation Penalties: Providers may dispute performance related cancellations by reaching out to RadShifts directly through the Platform. Cancellation penalties may also be disputed for the following scenarios:

Personal emergency: Illness or injury to yourself, family member, or loved one

Accidental shift booking: If canceled within 15 minutes of Facility acceptance (Facility may also cancel this with no penalty if > 24 hours from Shift start)

Technical issue with the RadShifts app: Requires submission of dispute with detailed events and applicable screenshots

Issue with a healthcare facility: Requires documentation of timeline of events and photos if applicable

Dispute requests should be submitted to RadShifts help center at info@radshifts.com with relevant documentation supporting the claim.

Shift Verification after Completion:
After completing a shift, the Facility will review and confirm the Provider's shift completion. Facilities must confirm shift completion within 12 hours after the shift ends, through the Platform. This documentation may include hours worked, a review of the Provider. Payment processing will not proceed until the Shift has been reviewed and verified by the Facility.

Professional Conduct and Compliance
Providers are expected to conduct themselves professionally and adhere to the standards, policies, and protocols of the Facility where they are performing services by:

Comply with HIPAA and Facility Policies: Maintain HIPAA compliance for all patient information encountered during shifts and adhere to the Facility's policies and procedures for service delivery, patient safety, and confidentiality.

Adhere to RadShifts Platform Standards: Use the Platform responsibly, including avoiding any actions that might disrupt or compromise the operations, privacy, or security of other users or the Platform itself.

Policy Violations
Providers who fail to meet the standards outlined in this Agreement, including frequent cancellations, unprofessional behavior, or non-compliance with Facility or RadShifts policies, may face disciplinary actions. These may include temporary suspension, permanent account deactivation, or other penalties as determined by RadShifts in its sole discretion.

Rating System
Rad Ratings: Providers will start with a 5 Rad rating. Once a Provider works, the shifts with calculate a weighted average of their Rad rating and will be displayed on their profile, visible to Facilities when the Provider applies to shifts.

Rad Ratings for Providers will comprise six categories:

Professionalism,
Communication,
Reliability and Attendance,
Clinical Performance,
Attitude

Contesting Ratings: If a Provider believes they received a rating that was incorrect or unfair, they may email info@radshifts.com, and RadShifts will conduct an internal review on a case-by-case basis.

Circumvention and Buyout Fees:
No Contracting Outside the RadShifts Platform: Any attempt by any User to circumvent the Platform whether directly or indirectly, by privately contracting for services or accepting payment outside the Platform with or from another is strictly forbidden. Any User found or suspected to have violated this may be banned from using the Platform.
Users are not permitted to accept or offer permanent, temporary, or contractual work or employment (whether permanent, relief, part-time, or full-time) to or from another User who they connected with via the Platform for a period of six (6) months after their last engagement with that User, except with the prior written consent from RadShifts. Any failure to obtain RadShifts prior written consent will result in such User being liable to pay a penalty charge of $3,000.00. This penalty fee will be applied to each party involved in the circumvention engagement (i.e., both Facility and Provider).
RadShifts reserves its right to pursue legal action against Users and will be entitled to any and all damages and attorney's fees under applicable law.
Permanent Hiring and Buyout Fees: Facilities retain the option to permanently employ a Provider from the Platform, subject to payment of the applicable Buyout Fee. Said Buyout Fee is non-negotiable and non-refundable, and shall unequivocally apply in cases where a Facility has extended an offer of employment to, or has otherwise sought to directly engage, any Provider whom it has hired or engaged for less than ten (10) shifts via the Platform during the three (3) month period immediately preceding such employment or engagement offer.
The "Buyout Fee" for engaging a Radiologic Technologist amounts to $10,000. Upon remittance of the Buyout Fee, the Facility expressly acknowledges and accepts the non-refundable nature of the Buyout Fee and waives any right to seek a refund, negotiation, or transfer thereof.

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

We may terminate or suspend any User immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.

Term of Agreement:
This Agreement remains in effect from the date the Provider accepts these terms upon account registration and continues until terminated by either RadShifts or the Provider in accordance with the provisions set forth in this section.

Termination by Provider:
Providers may terminate this Agreement and close their RadShifts account at any time by providing written notice to RadShifts or deleting the account from the Platform. Upon termination, Providers must:

Complete any accepted and scheduled shifts prior to the termination effective date, unless expressly released from such obligation by the relevant Facility.
Settle any outstanding payments owed to RadShifts and ensure that any required documentation, such as tax forms, is complete and submitted.

Termination by RadShifts:
RadShifts reserves the right to terminate or suspend a Provider's account and access to the Platform at its sole discretion, with or without notice, for any of the following reasons, including but not limited to:

Violation of this Agreement or any applicable laws or regulations;
Repeated cancellations, unprofessional behavior, or misconduct;
Non-compliance with Facility policies, insurance requirements, or credentialing standards;
Any actions deemed harmful to RadShifts, its affiliates, or users, including conduct that negatively impacts RadShifts reputation, integrity, or business.

Effect of Termination
Upon termination of this Agreement:

The Provider's access to the Platform will be revoked immediately, and any pending or scheduled shifts will be canceled.
RadShifts may retain Provider data and shift records as required by law or as necessary for legitimate business purposes.
Providers will be entitled to receive compensation for any completed shifts prior to termination, subject to verification and standard payment processing timelines.

Platform Fee: RadShifts may charge a platform fee from each payment processed to cover Platform usage, credential verification, and payment processing services. This fee will be disclosed at the time of shift creation.

Payment Process:
RadShifts facilitates payments from Facilities to Providers for completed shifts, processed within a standard payment cycle. Facilities must complete all necessary shift verification and submission requirements to initiate the payment process.

Payment Schedule: Payments are typically processed via direct deposit or other approved payment methods within 5-10 business days after shift verification by the Facility. Providers are responsible for ensuring that their payment information in the Platform is accurate and up-to-date.

Payment Delays: RadShifts is not liable for payment delays caused by incomplete shift verification, errors in the Provider's payment information, or delays in Facility confirmation.

Cancellation Compensation

Facility-Initiated Cancellations: In the event that a Facility cancels a confirmed shift with a Hired Provider, the following cancellation fees shall apply. These fees are assessed based on how close to the scheduled start time the cancellation occurs:
Within 24 hours: 15% of the total Provider payout
These charges are assessed automatically upon cancellation and are paid directly to the Hired Provider, without any RadShifts platform fees. RadShifts may issue an invoice reflecting this charge, which will be accessible in your facility's account dashboard.

Provider-Led Cancellations: In the event that a Provider reaches out to cancel a shift and the shift starts in less than 24 hours- Please create a New Shift and make the Provider that cancelled as a "No-Show" once the Shift starts.

By confirming a hire, the Facility expressly acknowledges and agrees to these cancellation fee terms.

Taxes and Withholdings:
Providers acknowledge that they are classified as independent contractors, unless otherwise noted by state-specific requirements, and are responsible for managing their tax obligations. RadShifts does not withhold taxes or other deductions on behalf of Providers.

Tax Forms: For Providers operating as 1099 independent contractors, RadShifts will provide Form 1099-NEC or equivalent documentation as required by law for tax reporting purposes.

State-Specific Requirements: Certain states may impose additional tax or reporting obligations based on local regulations. Providers are responsible for ensuring compliance with all state and federal tax laws applicable to their independent contractor status.

RadShifts acknowledges that the laws governing worker classification, tax obligations, and licensure requirements vary by state. Providers are responsible for knowing, understanding, and complying with the laws of any jurisdiction in which they provide services.

State-Specific Radiologic Technologist Practice Requirements
Providers must comply with the specific requirements of each state board where they provide services, including but not limited to:

Continuing Education:
Providers must fulfill state-specific continuing education requirements to maintain licensure.

Scope of Practice Limitations:
Providers must adhere to state-defined scope of practice boundaries, which may vary significantly from state to state.

State-Specific Fee Caps and Payment Regulations:
Providers should be aware that some states have implemented or proposed fee caps and additional regulations for healthcare staffing services. RadShifts monitors these regulations and will adjust practices as needed to maintain compliance in all jurisdictions.

HIPAA Compliance and Data Privacy:
Providers are required to adhere to the Health Insurance Portability and Accountability Act (HIPAA) and other applicable healthcare data privacy regulations. Providers agree to handle, access, and store any Protected Health Information (PHI) obtained during a shift in compliance with HIPAA standards and refrain from using or disclosing PHI outside the scope of their duties.

Secure Handling of PHI: Providers are prohibited from downloading, sharing, or transferring PHI to any unauthorized person or platform outside of the secure channels provided by the Facility. RadShifts requires that all PHI remain within the Facility's secure environment and systems.

HIPAA Training: Providers acknowledge that they are responsible for completing any HIPAA training required by the Facility prior to beginning a shift, as well as adhering to any Facility-specific data privacy protocols.

Data Collected:
RadShifts collects and processes personal data, including contact information, licensing and credentialing details, health and immunization records (when applicable), and other data necessary to operate the Platform. This data is collected in compliance with applicable data protection laws and is used solely for the purposes of:
Verifying Provider credentials and qualifications;
Facilitating shift scheduling, management, and payment processing;
Ensuring compliance with HIPAA and other healthcare standards.

Data Security Standards:
RadShifts employs industry-standard data security measures to protect the confidentiality, integrity, and availability of personal data stored on the Platform. This includes data encryption, secure access protocols, and regular audits to prevent unauthorized access or data breaches.

Provider Responsibility for Data Security: Providers agree to use secure and encrypted communication channels when accessing or discussing sensitive information. Providers are responsible for maintaining secure access to their accounts and must not share login credentials with unauthorized individuals.

Platform Monitoring: RadShifts may monitor Platform activity to ensure data security and may disable accounts that exhibit unauthorized or suspicious activity.

Confidentiality of Facility Information:
Providers may be granted access to confidential Facility information, including Facility policies, procedures, and operational practices. Providers agree to treat all such information as confidential and to use it only for the purpose of performing services for that Facility. Providers are prohibited from disclosing any Facility information to third parties without prior written authorization from the Facility or RadShifts.

Data Sharing with Facilities:
RadShifts may share relevant Provider information, including credentials, background check results, and health compliance records, with Facilities to facilitate shift scheduling and ensure compliance with Facility standards. RadShifts only shares data as necessary to fulfill its service obligations and maintains data-sharing agreements with each participating Facility.

Provider Rights Under Data Privacy Laws:
Providers have the right to request access to, correction of, or deletion of their personal data maintained by RadShifts. Requests can be submitted through the Platform's privacy settings or by contacting RadShifts data privacy team. RadShifts will process these requests in compliance with applicable data privacy laws, including: General Data Protection Regulation (GDPR): Providers with applicable rights under GDPR (if any) may request access, correction, or erasure of data in compliance with GDPR standards.

Breach Notification:
In the event of a data breach affecting Provider or Facility data, RadShifts will promptly notify affected parties in compliance with applicable data breach notification laws. RadShifts will cooperate with any investigations and take corrective actions to prevent future breaches.

Professional Liability Insurance: Providers may need to carry professional liability insurance, to cover potential claims arising from the services provided to patients. RadShifts requires all Providers to maintain minimum coverage as maintained by Facility requirements.

Facility Insurance Standards:
Certain Facilities may impose additional insurance standards beyond those required by RadShifts. Providers agree to meet or exceed Facility-specific insurance requirements and understand that these requirements may vary by location.

Responsibility for Facility-Required Insurance: Providers are solely responsible for securing any additional insurance required by a Facility. Failure to maintain Facility-mandated insurance coverage may result in cancellation of shifts or account suspension.

RadShifts does not provide workers' compensation coverage for independent contractors

RadShifts may maintain limited insurance coverage to support the Platform's operations and safeguard against certain liabilities associated with the Platform. However, RadShifts does not provide insurance coverage for Providers' healthcare services and is not liable for any claims arising from Provider actions during a shift. Providers acknowledge and agree that RadShifts insurance does not extend to or replace the required occupational accident or professional liability insurance that Providers may need to maintain under this Agreement.

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

Maximum Liability: In no event shall RadShifts aggregate liability to a Provider or any third party for any claim, damages, or liabilities arising out of or relating to this Agreement or the Provider's use of the Platform exceed the greater of the total fees paid to RadShifts by the Provider during the six-month period preceding the event giving rise to such liability or $200.

No Guarantee of Shift Availability: RadShifts does not guarantee that any specific number or frequency of shifts will be available to Providers, nor does it make any representations regarding the demand for Providers' services by Facilities.

No Control over Facilities: RadShifts does not control the actions or conduct of Facilities or other users on the Platform. RadShifts is not responsible for any Facility's actions, policies, safety standards, or failure to fulfill their obligations under this Agreement or applicable law.

Release of Claims:
Providers expressly release RadShifts, its affiliates, and their respective officers, directors, employees, and agents from any claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any disputes between Providers and Facilities or other users of the Platform.

Acknowledgment of Independent Contractor Status: Providers acknowledge and agree that their use of the Platform does not create an employment relationship with RadShifts. Any claims or disputes relating to employment status, compensation, or benefits are exclusively between Providers and Facilities, and Providers waive any claim against RadShifts in connection with such matters.

Facility and Patient Interactions: Providers agree that RadShifts is not responsible or liable for any conduct, negligence, malpractice, or other actions by Facilities, patients, or other third parties encountered during a shift. Providers are solely responsible for taking reasonable precautions regarding their interactions with Facilities and patients.

Applicability of Limitations:
Some jurisdictions do not allow certain limitations on liability or exclusion of warranties, so some of the above limitations may not apply to Providers in those jurisdictions. In such cases, the liability of RadShifts and its affiliates shall be limited to the maximum extent permitted by law.

Professional Conduct Standards:
Providers are expected to uphold professional and ethical standards when interacting with Facilities, patients, and Company staff. Providers agree to conduct themselves with integrity, maintain patient confidentiality, and perform their duties with competence and respect while using the Platform.

Adherence to Facility Policies: Providers must comply with all Facility policies, procedures, and standards while on-site, including health and safety protocols, patient privacy practices, and any other guidelines provided by the Facility.

Respectful Communication: Providers must engage in respectful and professional communication with Facility staff, patients, and other Platform users. Harassment, discriminatory behavior, or disrespectful conduct will not be tolerated and may result in account suspension or termination.

Prohibited Activities on the Platform:
Providers are prohibited from using the Platform to engage in any illegal, harmful, or disruptive actions. Such actions include, but are not limited to, the following:

Unauthorized Access and Account Sharing: Providers must not share their Platform login credentials with others or allow any unauthorized person to access their account. Unauthorized access to or use of another user's account is strictly prohibited.
Data Misuse: Providers are prohibited from collecting, storing, or distributing patient information, Facility data, or other sensitive information in ways that violate HIPAA, Facility policies, or this Agreement.
Misrepresentation of Credentials: Providers must accurately represent their qualifications, licenses, and experience. Any falsification or misrepresentation of credentials, certifications, or shift documentation is grounds for immediate suspension and possible legal action.
Interference with Platform Operations: Providers may not use any automated tools, bots, or scripts to interact with the Platform or perform any activity that could disrupt, damage, or overburden Platform operations.
Solicitation and Advertising: Providers are prohibited from using the Platform for commercial solicitation, advertising, or promoting services unrelated to those offered by RadShifts.

Intellectual Property Infringement:
All content on the Platform, including logos, trademarks, and other proprietary information, is the property of RadShifts or its licensors. Providers agree not to copy, distribute, or use any intellectual property from the Platform without prior written authorization from RadShifts.

Reverse Engineering and Unauthorized Access: Providers are prohibited from reverse-engineering any part of the Platform or attempting to access areas of the Platform not intended for user access. Any such actions will result in account suspension and potential legal action.

Reporting Violations:
Providers are encouraged to report any violations of these conduct standards or suspected security breaches to RadShifts support team. RadShifts will investigate all reported violations and take appropriate action, which may include suspension or termination of access, disciplinary measures, or referral to law enforcement if necessary.

Disciplinary Actions for Violations:
RadShifts reserves the right to take disciplinary action against any Provider found to be in violation of these conduct standards or engaging in prohibited activities. Possible actions include:

Temporary suspension or permanent deactivation of the Provider's account;
Loss of access to certain Platform features or shift opportunities;
Legal action if violations involve fraudulent or illegal activities;
Notification to the Provider's licensing authority in cases involving professional misconduct.

Platform Monitoring and Security:
To ensure the security and integrity of the Platform, RadShifts reserves the right to monitor user activity, investigate suspicious behavior, and implement additional security measures as needed. Providers acknowledge and consent to such monitoring, which may include analyzing login activity, tracking usage patterns, and responding to reports of misuse.

Transfer of Rights:
This Agreement grants Providers a limited right to use the Platform as outlined herein; it does not grant Providers any ownership rights or interest in any intellectual property owned by RadShifts or its licensors. Providers agree not to challenge RadShifts ownership of the Platform or any related intellectual property rights.

Violation of Intellectual Property Rights:
RadShifts reserves the right to terminate Platform access for any Provider who violates this Section. Providers who infringe RadShifts intellectual property rights, or those of its affiliates or licensors, may be subject to legal action, including injunctions and claims for damages.

You will defend, indemnify, and hold harmless RadShifts, our affiliates, and each of our and their respective officers, directors, employees, contractors, suppliers, representatives, and agents from any and all claims, demands, liabilities, damages, losses, costs, and expenses, including, but not limited to, reasonable attorneys' fees, that arise from or relate to (i) your access or use of the Marketplace, (ii) violation of any applicable law that protects RadShifts or our legal rights or those of any third party that your actions have damaged, (iii) your violation of these Marketplace Terms or any applicable law, including, but not limited to, infringement by you of any intellectual property rights owned by RadShifts or any third party, or (iv) any and all activities that occur under or in connection with your account, username, and/or password. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with RadShifts in asserting any available defenses. YOU AGREE TO BE RESPONSIBLE FOR ALL SUCH DAMAGES, CLAIMS, OR LOSSES TO THE FULLEST EXTENT PERMITTED BY LAW, EVEN IF THEY ARE CAUSED BY OUR ACTIVE OR PASSIVE NEGLIGENCE, EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS, OR LOSSES, AND EVEN IF THEY ARE REASONABLY FORESEEABLE.

Providers agree to indemnify, defend, and hold harmless RadShifts, its affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns from and against any and all liabilities, losses, damages, judgments, awards, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to:

Breach of Agreement:
Any actual or alleged breach by the Provider of this Agreement, including but not limited to failure to comply with the terms of service, conduct policies, data privacy obligations, or insurance requirements set forth herein.

Violation of Laws or Regulations:
Any violation or alleged violation of federal, state, or local laws, rules, or regulations by the Provider in connection with their use of the Platform or performance of services, including but not limited to healthcare regulations, licensing requirements, and tax obligations.

Professional Liability and Conduct:
Any claims, damages, or injuries (including bodily injury or death) arising from the Provider's professional services during a shift, including but not limited to negligence, malpractice, or failure to adhere to Facility policies and healthcare standards.

Intellectual Property Infringement:
Any claim that the Provider's actions on the Platform, including but not limited to unauthorized use or distribution of Platform content, infringe upon any intellectual property rights of RadShifts, its licensors, or third parties.

Misrepresentation of Credentials or Information:
Any falsification or misrepresentation by the Provider regarding their licensure, qualifications, certifications, or any other information provided to RadShifts, Facilities, or other users of the Platform.

Indemnification Procedure:
RadShifts will provide notice to the Provider of any claim or action requiring indemnification as soon as reasonably possible. Providers shall assume control of the defense and settlement of any claim, provided that RadShifts reserves the right to participate in the defense at its own expense and approve any settlement that imposes an obligation on RadShifts or affects its rights.

Scope of Indemnification:
This indemnification obligation survives termination of the Provider's account and/or this Agreement. Providers understand that their obligation to indemnify extends to any claims brought by third parties, including but not limited to patients, Facilities, and other users of the Platform, arising out of the Provider's conduct, services, or use of the Platform.

The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which You are resident.

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

No waiver by RadShifts of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of RadShifts to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

This Agreement, including any referenced policies or guidelines, constitutes the entire agreement between the Provider and RadShifts regarding the Provider's use of the Platform. This Agreement supersedes any prior or contemporaneous agreements, representations, or understandings, whether written or oral, regarding the subject matter contained herein.

Providers may not assign or transfer this Agreement, by operation of law or otherwise, without RadShifts prior written consent. Any attempt to assign or transfer this Agreement without such consent will be null and void. RadShifts may freely assign or transfer this Agreement or any of its rights or obligations without restriction.

Nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee, or agency relationship between RadShifts and any Provider or Facility. Providers operate independently of RadShifts, and each party is solely responsible for its own actions, employees, and obligations.

RadShifts reserves the right to modify or discontinue the Platform, or any part of it, at any time, with or without notice. RadShifts will not be liable to Providers or any third party for any modifications, suspensions, or discontinuations of the Platform or its features.

RadShifts may determine that additional terms apply to specific areas of the Platform or certain services, such as promotional programs or new features. In such cases, RadShifts will notify Providers of the supplemental terms, which shall be deemed part of this Agreement upon acceptance by Providers.

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

These Terms and Conditions may have been translated if We have made them available to You on our Service.
You agree that the original English text shall prevail in the case of a dispute.

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time and may be continually updated.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

To the fullest extent permitted by law, Providers and RadShifts agree to resolve any disputes, claims, or controversies arising out of or relating to this Agreement, the Provider's use of the Platform, or the services provided through the Platform through final and binding arbitration instead of in court

Arbitration Procedures:
The arbitration shall be conducted by a neutral arbitrator under the rules of the American Arbitration Association (AAA) in effect at the time the claim is filed. The arbitration will take place in the state where the Provider resides, or in another location mutually agreed upon by RadShifts and the Provider. If there is a conflict between the rules of the AAA and this Agreement, the terms of this Agreement shall govern.

Arbitration Costs: Each party shall bear its own costs and attorneys' fees related to arbitration, except where otherwise required by law. If the arbitrator finds in favor of the Provider on any claims, RadShifts shall reimburse the Provider for any AAA administrative fees and arbitrator fees incurred in connection with the arbitration.

Discovery and Evidence: The arbitrator may allow for the exchange of non-privileged documents and relevant information, subject to reasonable limitations as necessary for an efficient and fair arbitration process.

Arbitrator's Decision: The arbitrator shall issue a written decision that explains the essential findings and conclusions upon which the award is based. The arbitrator's award will be final and binding, and judgment may be entered on the award in any court of competent jurisdiction.

Class Action and Collective Action Waiver:
Providers and RadShifts agree that any arbitration will be conducted on an individual basis only and not on a class, collective, or representative basis. Providers expressly waive the right to bring any class, collective, or representative action in arbitration or in court. Any claim that all or part of this waiver is unenforceable may be decided only by a court of competent jurisdiction and not by an arbitrator.

Governing Law:
This Agreement and any disputes arising out of or related to this Agreement shall be governed by and construed in accordance with the laws of the state of Texas, without regard to its conflict of law principles.

Venue
If any court action is permitted under this Agreement, the parties agree that the federal and state courts located in Dallas County, Texas, shall be the exclusive venue for such action. Providers and RadShifts waive any objection to jurisdiction and venue in such courts.

If you have any questions about these Terms and Conditions, You can contact us:

• By email: info@radshifts.com