This Terms of Service (this “Agreement”) is made and entered into by and between You, a self-employed individual or independent contractor health care professional, (“You” or “Caregiver”), and AccrediMatch LLC (“AccrediMatch” or the “Company”), a technology company that provides a technology platform or marketplace for health care organizations (“HCO”) that are seeking healthcare services, and You, an independent contractor, to find one another for the purposes of engaging in a business-to-business arrangement whereby the two may contract for services needed by the HCO.  AccrediMatch’s platform facilitates proof of credentials and payments. AccrediMatch has no involvement in the relationship between the Caregivers and the HCO.  AccrediMatch merely provides this platform for such parties to connect and be able to contract with one another, if they so choose, under whatever terms they choose. AccrediMatch is not an HCO or an employer.

Recitals

You as a self-employed individual or independent contractor for HCOs may independently determine:

• If You perform services for any HCO,
• Which HCO You contract or do not contract with,
• When You perform services,
• The amount of time You spend performing services, and
• Your rate of payment.

You acknowledge and agree that AccrediMatch is a technology services provider that does not provide healthcare services, nor does it employ Caregivers who utilize its technology programs.

The purpose of this Agreement is to define the terms of Your access to and use of AccrediMatch’s Platform, which includes:

• AccrediMatch’s online platforms located at AccrediMatch.com.
• AccrediMatch’s mobile application.
• Related services provided through AccrediMatch’s technology platform.

You acknowledge and agree that You will read this Agreement carefully before You start to use the AccrediMatch Platform. By using the platforms and/or services, or by clicking to accept or agree to the terms of this agreement when this option is made available to you, you accept and agree to be bound and abide by this agreement. If you do not want to be bound by this agreement, including the mandatory arbitration and class action waiver provisions set forth herein, you must not access or use the platforms or services.

You also acknowledge that:

• You are 18 years of age or older,
• Reside in the United States,
• Have not been previously suspended or removed from AccrediMatch Platform, or are engaged in any activity that could result in suspension or removal,
• Do not have more than one Account, and
• Have full power and authority to enter into this Agreement and in so doing will not violate any other agreement to which You are a party.

Definitions

“Company Data” means all data related to the access and use of the AccrediMatch Platform hereunder, including all data related to the provision of Visits or Shifts via the AccrediMatch Platform and HCO Information.

“HCO” means a healthcare organization that operates a healthcare practice and provides healthcare services to patients (including but not limited nursing, physical therapy, occupational therapy, speech therapy, home healthcare, personal care) that is authorized by AccrediMatch to use the AccrediMatch Platform for the purpose of obtaining Your services.

“HCO Information” means information about an HCO made available to You in connection with your provision of services, which may include the HCO’s name, address, contact information, and a description of a particular service needed.

“AccrediMatch Platform” means the access and use of AccrediMatch’s products, services, technology, platforms, and their related functions, that enable You and HCOs to seek, request, receive, bid on, approve, accept, reject, and/or fulfill service requests.

“Job”, “Visit”, or “Shift” is the provision of services by self-employed individuals or independent contractors to an HCO, including the type and nature of such services, the date, time, duration, and location of such Your services, that are requested, bid on, received, approved, accepted, and fulfilled through the use of the AccrediMatch Platform.

Business Relationship

You acknowledge and agree that Your use of the AccrediMatch Platform creates a direct business relationship between You and AccrediMatch. Except as otherwise expressly provided herein with respect to AccrediMatch acting as the limited payment collection agent solely for the purpose of collecting payment from HCOs on Your behalf, the relationship between the parties under this Agreement is solely that of contracting parties. You and AccrediMatch each hereby acknowledge and agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between AccrediMatch and You; and (b) no joint venture, partnership, or agency relationship exists between AccrediMatch and You.

Agency

You hereby acknowledge and agree that You have no authority to bind AccrediMatch and You shall not hold Yourself out as an employee, agent, or authorized representative of AccrediMatch. Notwithstanding anything to the contrary in this Agreement, where, by implication of mandatory law or otherwise, You may be deemed an agent or representative of AccrediMatch, You undertake and agree to indemnify, defend (at AccrediMatch’s option) and hold AccrediMatch harmless from and against any claims against or incurred by AccrediMatch that are brought against AccrediMatch by any person or entity based on such implied agency or representative relationship.

Direction & Control

You acknowledge and agree that, in accordance with this Agreement, You may independently determine the Jobs, Visits or Shifts that You are willing to accept and the rate at which You will be paid.  AccrediMatch does not, and shall not be deemed to, direct or control You generally or in Your fulfillment of any Jobs.  You acknowledge and agree that AccrediMatch does not have the right or authority to direct or control what actions You perform or how You perform such actions in fulfilling a Job, Visit, or Shift. You and AccrediMatch acknowledge and agree that the business relationship between such parties under this Agreement is a temporary, and not permanent, relationship.

Right to Use the AccrediMatch Platform

Unless such right is earlier terminated, deactivated, or restricted by AccrediMatch in accordance with this Agreement, You retain the sole right to determine when, where, and for how long You will utilize the AccrediMatch Platform. You retain the option, to attempt to request, bid on, accept, decline, and/or or ignore an HCO ’s request for Your services, or to cancel an accepted or approved Visit or Shift in accordance with this Agreement, including the then-current cancellation policies.

Non-Exclusivity

You acknowledge and agree that, except as expressly prohibited pursuant to this Agreement or otherwise prohibited by applicable law or an applicable HCO’s standards, policies, practices, and procedures, You have complete discretion to provide services or otherwise engage in other business or employment activities other than the fulfillment of Visits or Shifts. For the sake of clarity, You understand that, except as expressly prohibited pursuant to this Agreement or otherwise prohibited by applicable law or an applicable HCO’s standards, policies, practices, and procedures, You retain the complete right to; (i) use other software application services related to finding Jobs for the provision of Your services in addition to the AccrediMatch Platform; and (ii) engage in any other occupation or business other than being a provider of Your services.

Control

You acknowledge and agree that in providing Your services to an HCO, AccrediMatch has no authority or control over the services You provide including the quality and method of providing such services nor the day-to-day oversight or supervision of Your providing such services. You further acknowledge and agree that AccrediMatch will not provide You with any tools of the trade or other materials in order for You to perform the work.

Use of the AccrediMatch Platform

You may view portions of the AccrediMatch Platform without registering for an AccrediMatch account (“Account”) through the Platforms, but as a condition of using certain aspects of the AccrediMatch Platform, including scheduling a Visit or Shift, You are required to create an Account by submitting Your name, address, phone number, email address, password, credentials, social security number, driver license number, alternative names.  When creating an Account, You shall provide accurate, complete, and current registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of Your Account and use of the AccrediMatch Platform.

Via Your Account, You will be able to set Your preferences, upload Your licenses, permits, approvals, authority, registrations, certifications, credentials, or other authorizations necessary to perform Your services (“Credentials”) and other information necessary to use the AccrediMatch Platform, view Jobs, Visits or Shifts, bid for and accept these, communicate with AccrediMatch and HCOs, submit completed Visit or Shift confirmations, and otherwise manage Your Account. You acknowledge and agree that AccrediMatch is authorized to provide or grant HCOs You bid to work for access to view Your name, contact information, availability, Credentials, and any other information that may be necessary in order to bid on, request, accept, or fulfill a Visit or Shift for such HCOs.

You are solely responsible for uploading and maintaining Your information in Your Account. Failure to maintain accurate, complete, and current information in Your Account may result in restrictions on Your account or account termination.

You are solely responsible for activity that occurs on Your Account and shall be responsible for maintaining the confidentiality of Your password for Your Account. You shall never use another person’s Account to accept a Visit or Shift or otherwise. If You discover any unauthorized use of Your Account, or other known Account-related security breach, You must report it to AccrediMatch immediately. You agree that You are responsible for anything that happens through Your Account until You terminate or deactivate Your Account.

If You are elect to request information about or bid on an HCO Visit or Shift request, the Platforms will allow You to access certain HCO Information, including the HCO’s name, location, and description of the particular Your services needed. You shall not contact any HCOs or use any HCO’s or HCO’s data or information, including any patient-related information, for any reason other than for the purposes of fulfilling Your services during a Shift in accordance with applicable law and the HCO’s standards, practices, policies, and procedures. As between AccrediMatch and You, You acknowledge and agree that You alone, in conjunction with applicable law and the HCO’s standards, practices, policies, and procedures, and not AccrediMatch, shall be responsible for determining the most effective, efficient and safe manner to perform each instance of Your services.

You acknowledge and agree that Your fulfillment of a Job, Visit or Shift for an HCO creates a direct business relationship between You and the HCO. AccrediMatch is not responsible or liable for the actions or inactions of an HCO or any of its Affiliates, officers, directors, managers, employees, agents, or patients in relation to You or Your activities at the HCO’s location, in connection with Your fulfillment of any Visit or Shift, or otherwise. You shall have the sole responsibility for any obligations or liabilities to HCOs or third parties that arise from Your provision of Your services in fulfillment of a Visit or Shift for such HCO. You acknowledge and agree that You are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance and licensing that meets the requirements of all applicable laws and HCO standards, practices, policies, and procedures) regarding any acts or omissions by You, of an HCO, or a third party. You acknowledge and agree that, unless specifically consented to by an HCO, You may not perform any additional services during a scheduled Visit or Shift, other than the services identified by the HCO for the applicable Visit or Shift when HCO accepted or approved Your fulfillment of such Visit or Shift, unless the additional Your services are in response to an emergency and necessary to prevent harm or further damage.

AccrediMatch retains the right to terminate, deactivate, or otherwise restrict You from accessing or using Your Account, the Platforms, and/or the AccrediMatch Platform in the event of a violation or alleged violation of this Agreement, including repeated failures to complete accepted service requests, Your disparagement of AccrediMatch, or Your act or omission that causes harm to AccrediMatch’s brand, reputation or business as determined by AccrediMatch in its sole discretion.

Prohibited Uses. You may use the AccrediMatch Platform only for lawful purposes and in accordance with this Agreement. Without limiting the generality of the foregoing, You agree not to use the AccrediMatch Platform:

• In any way that violates any applicable federal, state, local, or international law, ordinance, rule or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the content standards set forth in Section 3.6.6 of this Agreement;
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation;
• To impersonate or attempt to impersonate AccrediMatch, an AccrediMatch employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing);
• To engage in any other conduct that reasonably restricts or inhibits anyone’s use or enjoyment of the AccrediMatch Platform, or which, as determined by us, may harm AccrediMatch or users of the AccrediMatch Platform, or expose them to liability or that could damage, disable, overburden or impair the functioning of our AccrediMatch Platform in any manner;
• To reverse engineer any aspect of our AccrediMatch Platform or other services, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our AccrediMatch Platform;
• To attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our AccrediMatch Platform that You are not authorized to access; or
• To develop or use any third-party applications that interact with our AccrediMatch Platform without our prior written consent, including any scripts designed to scrape or extract data from our AccrediMatch Platform.

Apple

If You use the Platforms on an Apple phone or mobile device, You and AccrediMatch acknowledge that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement, and upon Your acceptance of this Agreement, Apple will have the right (and will be considered to have accepted that right) to enforce this Agreement against You as a third-party beneficiary of this Agreement. Subject to this Agreement, AccrediMatch, not Apple, is responsible for addressing any claims You may have relating to the AccrediMatch Platform or Your possession or use of the AccrediMatch Platform. In the event of any failure of the AccrediMatch Platform to conform to any applicable warranty, You may notify Apple, and Apple will refund the purchase price (if any) for the Platforms to You. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Platforms. In addition, Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Platforms. In the event of any third-party claim that the Platforms or Your possession and use of the Platforms infringe that third party’s intellectual property rights, subject to this Agreement, AccrediMatch, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

User Contributions

The AccrediMatch Platform may contain certain functions or features that allow You to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”). All User Contributions must comply with the content standards set forth in this Agreement. Any User Contribution You post to the Platforms will be considered non-confidential and non-proprietary. By providing any User Contribution on the Platforms, You grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose in accordance with the terms and conditions of this Agreement, including the Privacy Policy.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by You or any other user of the AccrediMatch Platform.

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason, in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates this Agreement, including the content standards of this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the AccrediMatch Platform or the public, or could create liability for AccrediMatch.
• Disclose Your identity or other information about You to any third party who claims that material posted by You violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the AccrediMatch Platform.
• Terminate or suspend Your access to all or part of the Platforms for any or no reason, including without limitation, any violation of these Terms of Use.

Law Enforcement

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the AccrediMatch Platform. You waive and hold harmless AccrediMatch and its affiliates, licensees, and service providers from any claims resulting from any action taken by any of the foregoing parties during, or taken as a consequence of, investigations by either such parties or law enforcement authorities.

No Liability

We do not undertake to review all material before it is posted on the Platforms and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of the Platforms. User Contributions must, in their entirety, comply with all applicable federal, state, local, and international laws, ordinances, rules and regulations. Without limiting the foregoing, User Contributions must not:

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

Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

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

Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with this Agreement and the Privacy Policy.

Be likely to deceive any person.

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

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

Impersonate any person or misrepresent Your identity or affiliation with any person or organization.

Background Authorization

You agree that Your use of the AccrediMatch Platform shall be contingent upon successful completion of a background check, including but not limited to OIG, GSA, EMR, and County Criminal. In accordance with these terms.

AccrediMatch uses a third-party service provider to perform background screenings. You acknowledge and agree that we may share any information You provide us with third party background check service providers so that we may obtain a full and accurate background screening. Submitting the Provider Consent to Background Check form is material to this Agreement and You may be denied use of the AccrediMatch Platform if a complete and accurate form, satisfactory to AccrediMatch, submitted by You to AccrediMatch.

Availability

AccrediMatch does not guarantee the availability of Jobs, Visits or Shifts.

Communications

By creating an Account, You consent to receive electronic communications from AccrediMatch (e.g., via email, text message, or by posting notices to the App). These communications may include operational notices about Your Account and are part of Your relationship with AccrediMatch. You agree that any notices, agreements, disclosures, or other communications that we send to You electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy.

Updates

Periodically, AccrediMatch may incorporate product updates and new releases with respect to the AccrediMatch Platform. All such updates and releases shall be governed by this Agreement unless such update or new release is accompanied by a separate agreement in which case the terms of that agreement will govern. You may be required to periodically upgrade to a new version of the AccrediMatch Platform or the operating system of Your mobile device. AccrediMatch shall not be responsible for Your mobile device failing to meet the applicable hardware or software requirements of the AccrediMatch Platform and You agree that You may have to procure a new mobile device in order to continue using the AccrediMatch Platform. AccrediMatch shall have no obligation to continue to support or make available prior versions of the platforms or services.

Credential Requirements

You acknowledge and agree that at all times, You shall: hold and maintain all Credentials and other any other authorizations and comply with all requirements applicable to You that are necessary to fulfill the Shifts You bid on, request, approve, or accept and to provide the Your services to HCOs in the Territory for such Shifts; and possess the appropriate and current level of training, expertise and experience to provide such Your services in a competent, safe, and professional manner with due skill, care and diligence. You acknowledge and agree that You may be subject to certain background checks and/or other investigations from time to time in order to qualify to provide, and remain eligible to provide, Your services. You acknowledge and agree that AccrediMatch reserves the right, at any time in AccrediMatch’s sole discretion, to deactivate or otherwise restrict You from accessing or using the AccrediMatch Platform if You fail to meet the requirements set forth in this Agreement.

Documentation

To ensure Your compliance with all requirements, You must upload to the AccrediMatch Platform or otherwise provide to AccrediMatch, in a form reasonably satisfactory to AccrediMatch, written evidence and sufficient verification of all such Credentials and other documentation and information necessary to fulfill any and all Jobs, Visits or Shifts You bid on, requests, accepts, or approves, prior to Your fulfillment of them. AccrediMatch shall, upon request, be entitled to review such Credentials from time to time, and Your failure to provide or maintain any of the foregoing, in complete, accurate, current, and valid form, shall constitute a material breach of this Agreement. AccrediMatch reserves the right to independently verify Your documentation and information from time to time in any way AccrediMatch deems appropriate in its reasonable discretion. You agree that any documentation regarding Your Credentials or other information that is provided to AccrediMatch on Your behalf shall be deemed authorized by You. We do not redact any credentials or other documents or information that contain personal information that are uploaded to a platform or otherwise provided to us, and any documents uploaded or provided by you are done so at your own risk. Any such information may be used by AccrediMatch in accordance with the privacy policy.

You are solely responsible for keeping current, valid, and accurate, all required Credentials or other requirements necessary to provide Your services.

Notice of Disciplinary Action

You agree to notify AccrediMatch immediately of any disciplinary or quality assurance proceedings or investigations involving You, including, but not limited to, licensing boards, quality assurance committees, hospitals or other medical HCOs and medical societies, and any other proceeding or investigation the result of which might prohibit or otherwise restrict or impair Your ability to perform Your services and/or fulfill Shifts. You further agree to promptly notify AccrediMatch in the event any such proceedings or investigations are pending or are instituted, whether or not such proceedings are related to professional services You performed for an HCO using the AccrediMatch Platform.

License

Subject to the terms and conditions of this Agreement, AccrediMatch hereby grants You, during the term of this Agreement, a limited non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable license during the term of this Agreement to: access and use the software application on Your personal device(s) solely in connection with Your use of the AccrediMatch Platform and access and use of content, information, and related materials that may be made available through the Platforms solely in connection with Your use of the AccrediMatch Platform. No right, title, or interest in or to the AccrediMatch Platform or any content on the AccrediMatch Platform is transferred to You, and all rights not expressly granted are reserved by the AccrediMatch. Any use of the Platforms not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark, and other laws.

You shall not, and shall not allow any other person or entity to:

• License, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any other party Your use of or access to the AccrediMatch Platform in any way;
• Modify or make derivative works based upon the AccrediMatch Platform;
• Improperly use the AccrediMatch Platform, including creating internet “links” to any part of the Platforms, “framing” or “mirroring” any part of the Platforms on any other websites or systems, or “scraping” or otherwise improperly obtaining data from Platforms;
• Reverse engineer, decompile, modify, or disassemble the Platforms, except as allowed under applicable law;
• Send spam or otherwise duplicative or unsolicited messages;
• Design or develop a competitive or substantially similar product or service;
• Copy or extract any features, functionality, or content thereof;
• Launch or cause to be launched on or in connection with the AccrediMatch Platform an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the AccrediMatch Platform;
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platforms, the servers on which the AccrediMatch Platform are stored, or any server, computer, database, system or network connected to the AccrediMatch Platform; or
• Otherwise attempt to interfere with the proper working of the AccrediMatch Platform.

The AccrediMatch Platform and each Platform’s entire contents, features, and functionality (including but not limited to Company Data and all other information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), including all intellectual property rights therein, are, and shall remain, owned by AccrediMatch, its Affiliates, licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Neither this Agreement nor Your use of the AccrediMatch Platform conveys or grants to You any rights in or related to the platforms, services, Company Data, or other of the foregoing tangible or intangible property of AccrediMatch, its Affiliates, licensors, or other providers, except for the limited license granted above. Other than as specifically permitted by AccrediMatch in connection with Your use of the AccrediMatch Platform, You are not permitted to use or reference in any manner AccrediMatch’s, its Affiliates’, or their respective licensors’ respective company names, logos, products and service names, trademarks, service marks, trade dress, copyrights or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs (the “AccrediMatch Marks and Names”) for any commercial purposes. You agree that You will not try to register or otherwise use and/or claim ownership in any of the AccrediMatch Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.

Confidentiality

You hereby acknowledge and agree that in the performance of this Agreement and fulfilling of any Visits or Shifts You may have access to or may be exposed to, directly or indirectly, confidential information of AccrediMatch, its Affiliates, HCOs, or related third parties (“Confidential Information”). Confidential Information includes Company Data, HCO Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that has been designated as being proprietary or confidential by the disclosing party or owner of such information or of which You should reasonably know that it should be treated as confidential.

You hereby acknowledge and agree that, except as otherwise provided in this Agreement,: all Confidential Information shall remain the exclusive property of the disclosing party; You shall not use Confidential Information for any purpose except in furtherance of this Agreement; You shall not disclose Confidential Information to any third party; and You shall return or destroy all Confidential Information, upon the termination of Your Account or at the request of the disclosing party (subject to applicable law and, with respect to AccrediMatch, its internal record-keeping requirements).

Protected Health Information

Notwithstanding anything to the contrary herein, You hereby agree and acknowledge that You will comply with all applicable laws regarding and related to the handling of, access to, and dissemination and destruction of protected health information (“PHI”), as that term is defined under applicable law, including the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), that You may gain access to as a result of providing Your services under this Agreement. Notwithstanding anything to the contrary herein, You hereby agree and acknowledge that You shall not upload to any AccrediMatch Platform or otherwise provide to AccrediMatch any PHI that would violate applicable law, including HIPAA.

Privacy

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

Insurance

You agree to maintain, at all times during the term of this Agreement, adequate insurance which provides levels of coverage that may adequately address any injury You may sustain in the course and scope of Your services.

AccrediMatch may maintain insurance related to Your provision or fulfillment of Jobs, Visits or Shifts as determined by AccrediMatch in its reasonable discretion, provided that AccrediMatch is not required to provide You with any specific insurance coverage (including, but not limited to, defense of claims) for any loss to You. You are required to promptly notify AccrediMatch of any accidents or other incidents that occur while performing Visits or Shifts and to cooperate and provide all necessary information related thereto. Notwithstanding anything to the contrary herein, when providing AccrediMatch with such notification, You shall not provide or otherwise disclose to AccrediMatch any PHI in violation of any applicable law, including HIPAA.

Representations and Warranties

You hereby represent and warrant that:

• You have full power and authority to enter into this Agreement and perform Your obligations hereunder;
• You have not entered into, and during the term will not enter into, any agreement that would prevent You from complying with this Agreement;
• You are a trained Caregiver in the practice of providing Your services;
• You are capable of performing the services required by the HCO You choose to request, bid on, and/or accept; and
• You will comply with all applicable laws in Your performance of this Agreement, including holding and complying with all Credentials and other governmental or regulatory authorizations necessary to perform Your services.

To the fullest extent provided by law, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect Your computer equipment, computer programs, data, or other proprietary material due to Your use of the platforms or any services or items obtained through the platforms or to Your downloading of any material posted on it, or on any website linked to it.

Neither AccrediMatch nor any person associated with AccrediMatch makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the platforms. Without limiting the foregoing, neither AccrediMatch nor anyone associated with AccrediMatch represents or warrants that the AccrediMatch Platform, their content, or any services or items obtained through the platforms will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our platforms or the server(s) that makes them available are free of viruses or other harmful components, or that the platform or any services or items obtained through the platforms will otherwise meet Your needs or expectations.  To the fullest extent permitted by law, AccrediMatch hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, and fitness for particular purpose.  The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

AccrediMatch and its affiliates do not guarantee the availability or uptime of the platforms and/or services. You acknowledge and agree that the platforms and/or services may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the platforms and/or services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and AccrediMatch and its affiliates are not responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.

Indemnification

You shall indemnify, defend (at AccrediMatch’s option) and hold harmless AccrediMatch and its affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, judgments, awards, losses, costs, expenses (including reasonable legal fees), damages, penalties, fines, fees, social security contributions and taxes (collectively, “claims”) arising out of or related to Your breach of this agreement, Your use of the AccrediMatch Platform, including, but not limited to, Your user contributions, any use of a platforms’ content, services, and products other than as expressly authorized in this agreement, Your use of any information obtained from a platform, and Your acts and omissions in connection with Your fulfilling any shifts pursuant to this agreement. Without limiting the generality of the foregoing as a user, You are responsible for Your own medical decisions and actions and hereby agree to indemnify AccrediMatch and shall hold AccrediMatch harmless for any claims against or incurred by AccrediMatch, including any claims that may have been contributed to by AccrediMatch’s own negligence, in whole or in part, arising out of, in connection with, or as a result of Your rendering or failing to render Your services in accordance with governing laws and applicable professional standards.

Supplemental Terms

AccrediMatch may, in its sole reasonable discretion, determine that supplemental terms will apply to Your use of the AccrediMatch Platform, such as use policies or terms related to certain features and functionality, which may be modified from time to time by AccrediMatch in accordance with this Agreement (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.

Waiver and Severability

No waiver by AccrediMatch of any term or condition set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of AccrediMatch to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that You and AccrediMatch shall remain bound by all other provisions hereof.

Assignment

This Agreement is personal to You and is not assignable or transferable by You.  Any assignment in violation of this Section shall be null and void. AccrediMatch may assign, transfer, or delegate this Agreement or any or all of its rights or obligations under this Agreement without consent.

Entire Agreement

This Agreement, including the Privacy Policy, constitutes the entire agreement and understanding between You and AccrediMatch with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter.

Force Majeure

The failure of AccrediMatch to comply with this Agreement because of an act of God, war, fire, riot, terrorism, pandemic, earthquake, actions of federal, state, or local governmental authorities or for any other reason beyond the reasonable control of AccrediMatch, shall not be deemed a breach of this Agreement. If AccrediMatch fails to act with respect to Your breach or anyone else’s breach on any occasion, AccrediMatch is not waiving its right to act with respect to future or similar breaches.

Arbitration of Disputes; Choice of Law; Venue; Forum.

You and AccrediMatch respectively agree to waive the right to seek remedies in court, including any right to a jury trial. You and AccrediMatch agree that any dispute between or among them or their subsidiaries, affiliates or related entities arising out of, relating to or in connection with this agreement, will be resolved in accordance with a two-step dispute resolution procedure involving:

• Step one: non-binding mediation, and
• Step two: binding arbitration under the federal arbitration act, 9 U.S.C. section 1 et. Seq., or state law, whichever is applicable. Any such mediation or arbitration hereunder shall be conducted in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the JAMS (f/k/a the Judicial Arbitration and Mediation Service) (“JAMS”) pursuant to the then current comprehensive arbitration rules & procedures (a copy of which is available through JAMS’ website, www.JAMSADR.org) (the “JAMS rules”). You may also call JAMS at 1-800-352-5267 if there are any questions concerning the arbitration process. Notwithstanding anything to the contrary in the JAMS rules, the mediation process (step one) may be ended by either party to the dispute upon notice to the other party that it desires to terminate the mediation and proceed to the step two arbitration; provided, however, that neither party may so terminate the mediation process prior to the occurrence of at least one (1) mediation session with the mediator. No arbitration shall be initiated or take place with respect to a given dispute if the parties have successfully achieved a mutually agreed to resolution of the dispute as a result of the step one mediation. The mediation session(s) and, if necessary, the arbitration hearing shall be held in the state of Texas, or any other location mutually agreed by the parties. The arbitration (if the dispute is not resolved by mediation) will be conducted by a single JAMS arbitrator, mutually selected by the parties, as provided for by the JAMS rules. If required by law, the company will be responsible for the JAMS charges, including the costs of the mediator and arbitrator, otherwise the parties will share such charges equally. You and AccrediMatch agree that the arbitrator shall apply the substantive law of the state of Texas (without giving effect to any choice of law or conflict of law rules or provisions whether of the state of Texas or any other jurisdiction that would cause the application of the laws of any jurisdiction other than the state of Texas) to all state law claims and federal law to any federal law claims, and that discovery shall be conducted in accordance with the JAMS rules or as otherwise permitted by law as determined by the arbitrator. The arbitrator’s award shall consist of a written, reasoned statement as to the disposition of each claim and the relief, if any, awarded on each claim. You understand that the right to appeal or to seek modification of any ruling or award by the arbitrator is limited under state and federal law. Any award rendered by the arbitrator will be final and binding, and judgment may be entered on it in any court of competent jurisdiction in Texas, at the time the award is rendered or as otherwise provided by law.

Contact

If You have any questions regarding this Agreement, please contact us at  Info@AccrediMatch.com.