12/31/2025
Welcome and thank you for your interest in ESHYFT Technologies LLC and Avivio LLC (“ESHYFT,” “we,” or “us”) and our website at ESHYFT.com, along with our related websites, networks, mobile Platforms, and other services provided by us (collectively, the “Platform”). These Terms of Use govern your use of the ESHYFT’s proprietary nurse scheduling platform on your mobile device or via your web browser on your computer. The Platform is licensed, not sold, to you. These Terms are legally binding between you and ESHYFT regarding your use of the Platform.
BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING ANY PART OF THE PLATFORM, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE PLATFORM, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE AGREEMENT TO RESOLVE ANY DISPUTE BETWEEN YOU AND ESHYFT THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT AND IC NEW CO’S PRIVACY POLICY (TOGETHER, THESE “TERMS”).
IF YOU ARE NOT ELIGIBLE UNDER, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE PLATFORM.
Introduction.
Purpose: The purpose of these Terms is to establish the terms regarding your access to and use of the ESHYFT Platform.
ESHYFT: ESHYFT provides access to a technology platform for licensed hospitals, nursing facilities, rehabilitation centers, and other health care facilities (collectively “Clients”) and other third-parties, along with Registered Nurses (“RNs”), Certified Nursing Assistants (“CNAs”), Qualified Medication Aid (“QMAs”), Licensed Vocational Nurse (“LVNs”), Licensed Practice Nurses (“LPNs”), and other licensed nurse professionals (collectively “Nurse Personnel”) to connect with each other for the purposes of engaging in a business-to-business arrangement for the provision of nursing services (“Nursing Services”). ESHYFT is not a Medical Office and is neither affiliated with self-employed or independent contractor Nurses nor Clients that use its Platform. ESHYFT merely provides a platform for Clients and Nurse Personnel to connect under whatever terms they so choose.
You: You graduated from a nursing program (as applicable to your Nurse Personnel role) and that you have met all applicable legal requirements to providing such Nursing Services, including, that you possess a valid nursing or aid license (as applicable to your Nurse Personnel role) and all other requirements required by the Clients for the Nursing Services you wish to provide. You seek to provide Nursing Services to Clients. You independently determine which Clients you want to engage, when you want to engage with the Clients, and what Nursing Services you want to provide through ESHYFT’s Platform. You are (a) are 18 years of age or older, (b) do not have more than one Account on the Platform, (c) you reside in the United States, and (d) have full power and authority to enter into these Terms and in so doing will not violate any other agreements to which you are a party. d) have full power and authority to enter into these Terms and in so doing will not violate any other agreements to which you are a party.
Acknowledgements: You must read, agree to, and accept all of the terms and conditions contained in these Terms in order to use ESHYFT’s Platform. By browsing, using, signing up for, downloading, or otherwise accessing any part of ESHYFT’s Platform, or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms. If you do not want to agree to these Terms, you must not browse, access or otherwise use ESHYFT’s Platform. If you are using ESHYFT’s Platform on behalf of an organization, you represent that you have the right to bind such organization to these Terms, and the terms “Nurse Personnel” and “you” will include both you, the individual user, and such organization.
Relationship Between the Parties: You acknowledge, warrant, and agree that:
If you and the Client agree that you will act as an independent contractor, all services undertaken by you and provided secured through the ESHYFT marketplace are done so as independent contractors to the Clients. You are not employees, agents, or legal representatives of Client. ESHYFT neither employs you nor provides Nursing Services.
ESHYFT is a technology company that constitutes a qualified marketplace under laws recognizing such platforms for businesses that operate a digital website or Platform facilitating the provision of services by qualified marketplace contractors to individuals or entities seeking such services.
This Terms is not an employment agreement and does not create an employment relationship or contract relationship between ESHYFT and you.
No joint venture, partnership, or agency relationship exists between ESHYFT and you.
The business relationship between ESHYFT and you under this Terms is a temporary, and not a permanent, relationship that allows you to use the ESHYFT Platform to identify contract opportunities.
You have no authority to bind ESHYFT or its affiliates and you shall not hold yourself out as an employee, agent, or authorized representative of ESHYFT or its affiliates.
You agree that you will act as an independent contractor, for all purposes, including but not limited to the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, income tax withholding requirements and all other federal, state and local laws, rules and regulations, and you are and will be treated as an independent contractor and not as a ESHYFT employee. Accordingly, ESHYFT will not withhold any employment taxes from any compensation paid to you under these Terms, and you will be solely responsible for the reporting and payment of all federal, state, and local taxes or contributions imposed or required under unemployment insurance, social security, medical insurance, income tax or other applicable laws, rules or regulations with respect to the performance or rendering of services through the Platform and/or under this Terms by you.
You will not take any position with respect to or on any tax return or Platform for benefits, or in any proceeding directly or indirectly involving ESHYFT that is inconsistent with you being an independent contractor (and not an employee) of ESHYFT.
In performing Nursing Services or any obligation under these Terms, you shall be and will remain at all times an independent contractor in fact and law and not an employee of ESHYFT or Clients. You further agree that any “supervision” required by a nurse supervisor, doctor, or physician assistant in your role is strictly regulatory in nature and does not impact your role as an independent contractor.
Nothing in this Terms is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) you from engaging in any other business activities, services or projects that are separate and distinct from any business activities that you may conduct through the Platform. ESHYFT expects you will provide similar services through other Platforms and for other parties. ESHYFT expressly acknowledges you can earn income from other sources and expects you will do so.
Unless you and the Client agree otherwise, you will provide all equipment, labor, and materials that may be needed to perform any Nursing Services pursuant to a Shift entered into on the Platform. ESHYFT does not provide any uniforms to you. ESHYFT does not provide expense reimbursement to you.
Direction and Control
You determine in your sole discretion the Shifts that you desire to request and/or accept from Clients on the Platform. You are not required to request or accept a minimum number of Shifts per month.
ESHYFT does not dictate the specific time of performance and does not guarantee you any minimum amount of Invitations or Offers for Shifts from Clients.
ESHYFT shall not provide you with any mandatory training with regard to Nursing Services provided and will have no control over the manner in which Nursing Services are provided.
You shall at all times comply with any and all laws, ordinances, statutes, executive orders and regulations, federal, state, county and municipal, insofar as applicable to your performance of Nursing Services under this Terms.
If during any Shift, Client does not reasonably find the performance of you to be appropriate, Client is solely responsible for performance management of you, including, but not limited to intentional or unintentional dereliction of duties or negligence, as determined by Client in its sole discretion. Client may request to ESHYFT that you not be permitted to view future Shifts at Client.
ESHYFT reserves the right to cancel shifts, particularly those involving lifting requirements if a Nursing Personnel is unable to perform due to medical condition of any kind. While we respect your privacy and will not directly inquire about your medical status, we encourage prompt notification if circumstances arise where you may not be able to fulfill the requirements of the Shift you have accepted. Please note that in cases of Shift cancellation regardless of the reason, ESHYFT is not responsible for payment or compensation because no work was performed. Your continued use of ESHYFT’s Platform constitutes your agreement with this disclosure and our Terms.
Insurance
You are not eligible for, nor shall participate in, any ESHYFT or Client pension plan, health or disability plan, health insurance, general liability insurance, and automobile liability insurance or other insurance or fringe benefit plan of any kind.
Occupational Accident Insurance:
Active Account Requirement: To maintain an active account and accept Shifts through the ESHYFT Platform, you must have either (A) enrolled in ESHYFT's group Occupational Accident Insurance program, OR (B) provided proof of your own qualifying OAI coverage that meets ESHYFT's minimum requirements. Failure to maintain one of these options will result in immediate account suspension.
Insurance Requirement: You are required to maintain Occupational Accident Insurance ("OAI") at all times while providing Nursing Services through the Platform. You may satisfy this requirement through either Option A or Option B below:
OPTION A: ESHYFT Group Coverage Program
You may elect to participate in ESHYFT's group OAI coverage program, provided by Zurich American Insurance Company. This program offers:
Coverage limits: $1,000,000 per occurrence / $3,000,000 aggregate
Medical expenses, disability benefits, and accidental death & dismemberment coverage
Automatic coverage for all Shifts accepted through the Platform
Convenient per-Shift billing at $2.00 per Shift, deducted from your shift payments
If you elect ESHYFT's group coverage, you authorize ESHYFT to deduct the OAI Fee from your shift payments and acknowledge that this fee is subject to change at ESHYFT's discretion with 15 days' advance written notice provided via email and/or in-app notification.
OPTION B: Provide Your Own Coverage
You may provide proof of your own OAI or equivalent coverage that meets or exceeds the following minimum requirements:
Coverage limits: Minimum $1,000,000 per occurrence / $3,000,000 aggregate
Coverage must include: Medical expenses, disability benefits, and accidental death & dismemberment
Policy must specifically cover work-related injuries sustained while providing nursing services
Coverage must be active and maintained throughout your use of the Platform
Proof of Coverage Requirements:
Upload current Certificate of Insurance to your ESHYFT account before accepting Shifts
Certificate must name your insurance carrier, policy number, coverage limits, and expiration date
Renewal certificates must be uploaded at least 15 days before policy expiration
Failure to maintain proof of current coverage will result in account suspension until compliant coverage is verified
Malpractice Insurance:
Active Account Requirement: To maintain an active account and accept Shifts through the ESHYFT Platform, you must have either (A) enrolled in ESHYFT's group Medical Malpractice Insurance program, OR (B) provided proof of your own qualifying Medical Malpractice coverage that meets ESHYFT's minimum requirements. Failure to maintain one of these options will result in immediate account suspension.
Insurance Requirement: You are required to maintain Medical Malpractice Insurance at all times while providing Nursing Services through the Platform. You may satisfy this requirement through either Option A or Option B below:
OPTION A: ESHYFT Group Coverage Program
You may elect to participate in ESHYFT's group Medical Malpractice coverage program, underwritten by CFC Underwriters (Lloyd's of London). This program offers:
Coverage limits: $1,000,000 per claim / $3,000,000 aggregate
Occurrence-based/Claims-made coverage for nursing services provided through the Platform
Automatic coverage for all Shifts accepted through the Platform
Convenient per-Shift billing at $1.25 per Shift, deducted from your shift payments
If you elect ESHYFT's group coverage, you authorize ESHYFT to deduct the MedMal Fee from your shift payments and acknowledge that this fee is subject to change at ESHYFT's discretion with 15 days' advance written notice provided via email and in-app notification.
OPTION B: Provide Your Own Coverage
You may provide proof of your own Medical Malpractice insurance that meets or exceeds the following minimum requirements:
Coverage limits: Minimum $1,000,000 per claim / 3,000,000 aggregate
If claims-made policy: Must include extended reporting period (tail coverage) or guarantee of continuous coverage
Policy must specifically cover professional nursing services
Coverage must be active and maintained throughout your use of the Platform
Policy must cover services provided as an independent contractor (not employee-only coverage)
Proof of Coverage Requirements:
Upload current Certificate of Insurance to your ESHYFT account before accepting Shifts
Certificate must name your insurance carrier, policy number, coverage limits, policy type (occurrence vs. claims-made), and expiration date
For claims-made policies: Provide documentation of tail coverage or retroactive date
Renewal certificates must be uploaded at least 15 days before policy expiration
Failure to maintain proof of current coverage will result in account suspension until compliant coverage is verified
In the event that your actions cause an injury to a third party while you are working in the course and scope of providing Nursing Services during a Shift or other activities covered by this Terms, you acknowledge and understand that they will not be covered by any general liability or automobile liability insurance coverage that ESHYFT may have, and that ESHYFT is not making any commitment to defend and/or indemnify them in such circumstances, and specifically denies any such obligation.
You are required to expeditiously notify ESHYFT at #1-800-949-5188 of any accidents or emergencies that occur while performing Nursing Services and to cooperate and provide all necessary information related thereto regardless of whether you purchase OAI or Malpractice insurance through ESHYFT or not. Notwithstanding, you should not provide or otherwise disclose to ESHYFT or its affiliates any personal health information (“PHI”) in violation of any applicable law, including HIPPA.
You are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by you or some other entity. You are obliged to pay federal and state income tax on any money pursuant to your contractual relationship with ESHYFT or Client.
You agree to indemnify, defend and hold ESHYFT harmless from any costs, expenses, penalties or damages (including attorney’s fees) arising from your failure to properly pay such taxes or contributions and/or ESHYFT not withholding or remitting employment taxes or contributions relative to compensation paid to you.
Arrangement Between the Parties
Nurse Personnel: You acknowledge that you are an independent contractor operating as a self-employed individual who uses ESHYFT’s Platform to offer and provide Nursing Services to Clients. You acknowledge and agree that ESHYFT has no responsibility for, control over, or involvement in the scope, nature, quality, character, timing or location of any work or Nursing Services performed by you.
Registration: Prior to accessing the Platform, ESHYFT requires you to (a) provide proof of your appropriate state required credentials, including but not limited to, current and active license with no pending investigation or probationary/temporary status, TB test, Driver’s license, recent physical, dementia training, and/or drug test, (b) provide proof of Occupational Accident Insurance and Malpractice Insurance or agree pay for the provision of OAI/Malpractice through the Platform; (c) receive satisfactory background check results, which shall be conducted in compliance with applicable laws; and (d) accept and sign the Terms, including the Arbitration and Class Action Waiver Agreement in Section 10.
Insurance. At all times during the term of this Terms, ESHYFT shall, provide Client with proof of Occupational Accident Insurance and Malpractice Insurance provided by independent Nurse Personnel providing Nursing Services to Client on Client’s request.
Relationship Between ESHYFT and Client: You agree that nothing under this Terms is intended, nor shall be construed, to create a partnership, employer-employee relationship, or joint venture between ESHYFT and Client. Neither party nor their respective agents, employees, or independent contractors shall have any authority to bind the other party without the other party’s express written consent.
Platform: ESHYFT grants to you, a non-exclusive, non-transferable license for you to engage in a business-to-business arrangement to provide Nursing Services in strict accordance with these Terms, which is incorporated herein by reference.
Sign-Up for Shifts: Once registration is completed:
ESHYFT Platform allows you direct access to request or book Shifts that are advertised by Clients as either regular Shifts or auto-confirm Shifts. By the Client confirming your request for a regular Shift, you enter into an agreement with the Client to perform Nursing Services during that Shift. By booking an auto confirm Shift, you immediately enter into an agreement with the Client to perform Nursing Services during that Shift.
Clients may also invite you to sign up for specific Shifts through the Platform. You may freely “Accept” or “Reject” the invitation.. By you accepting the Shift invitation, you enter into an agreement with the Client to perform Nursing Services during that Shift, and the Shift will no longer be available to other Nurse Personnel.
All invitations, requests, confirmations, and cancellations for Shifts are done so only through the Platform.
You and the Client negotiate the Shift Rates of the provision of Nursing Services during a Shift. You may directly request the Client increase the posted Shift Rate, which the Client may accept or reject for any reason.
After you are confirmed for a Shift by the Client, a Client may require reconfirmation. If you do not reconfirm your confirmed Shift within 12 to 24 hours of the reconfirmation request, you may be removed from the Shift and other Nurse Personnel may be able to request the Shift.
Nurse Personnel Representations and Warranties: You acknowledge, understand, represent and warrant:
You are not currently excluded, debarred, or otherwise ineligible to participate in the federal health care programs as defined in 42 USC § 1320a-7b(f) (the “Federal Healthcare Programs”) or any state healthcare programs; are not subject to a pending Federal Healthcare Program investigation, have not been convicted of a criminal offense related to the provision of healthcare items or services but have not yet been excluded, debarred, or otherwise declared ineligible to participate in the Federal Healthcare Programs or any state healthcare programs; and are not, to the best of its knowledge, under investigation or otherwise aware of any circumstances which may result in you being excluded from participation in the Federal Healthcare Programs or any state healthcare programs. This shall be an ongoing representation and warranty during the term of this Terms, and You shall immediately notify ESHYFT of any change in the status of the representations and warranty set forth in this section. Any breach of this section shall give ESHYFT the right to terminate this Terms immediately for cause.
You maintain the confidential nature of Client and PHI information at all times in accordance with governing law. For purposes of this provision, “confidential” information means non-public information about either party or its employees or agents that is disclosed or becomes known to the other party as a consequence of or through its performance of Nursing Services, including, but not limited to, matters of a business nature, such as bill rates, requests for placement, costs, profits, margins, markets, sales, business processes, information systems, and any other information of a similar nature.
All information that you provide to ESHYFT is true and accurate, and you will maintain that information up to date. You will provide ESHYFT with whatever proof of identity ESHYFT may reasonably request. You will keep secure and confidential your account password or any identification ESHYFT provides you which allows access to the Platform.
You are solely responsible for activity that occurs with your username/password and shall be responsible for maintaining the confidentiality of your password. You shall never use another person’s Account to accept a Shift or otherwise. If you discover any unauthorized use of your username/password, or other known security breach, you must report it to ESHYFT immediately. You agree that you are responsible for anything that happens through your username/password until you terminate or deactivate your Account with ESHYFT.
You agree that all laws, licenses, certifications, rules, and regulations required of you to act in the field of Nursing and provide Nursing Services are up to date and honored in accordance with the requirements of your state. You agree and understand that each time you accept an Shift, you warrant that your applicable licenses and certifications are active and current. It is your responsibility to maintain current and active licenses. You agree that you will carry your license with you during the performance of Nursing Services secured through the ESHYFT Platform.
Non-Circumvention: You will not use the ESHYFT Platform to identify Clients or associated employees to complete offline transactions that circumvent your receipt of payment through the Platform for the provision of Nursing Services. You may not authorize others to use your user status, and you may not assign or otherwise transfer your user account to any other person or entity without the express written authorization of ESHYFT.
You shall at all times comply with all applicable state, federal, and local laws while using the ESHYFT Platform and performing Nursing Services.
You shall at all times comply with Client policies applicable to you when performing Nursing Services, including but not limited to, policies communicated by Clients through the Platform related to timekeeping on the Client’s system, meal breaks, and Shift documentation.
You are capable of performing the Services required by the Client for Shifts on the Platform you accept, request, or otherwise book, including but not limited to any Client lifting requirements communicated on the Platform.
ESHYFT Duties: You acknowledge and understand:
ESHYFT provides you with access to the Platform, in accordance with these Terms. While most information and documentation will be contained and viewable through the Platform by Clients, including your telephone number, ESHYFT may, in its reasonable discretion, and upon reasonable request by the Client or regulatory agency (e.g., Department of Health or Department of Labor) provide information as the Client or regulatory agency may request from time to time.
ESHYFT requires you to provide proof of current and active license, Occupational Accident Insurance, and Malpractice Insurance, before being allowed to use the ESHYFT Platform to offer services to Clients, as required. ESHYFT further requires you to successfully pass a background check or provide proof of a current and active nursing license, or any other state or federal regulatory requirement.
Notwithstanding anything to the contrary herein, ESHYFT has no authority or control over the Nursing Services you provide during an Shift or otherwise, including the quality and method of providing such Nursing Services or the day-to-day oversight or supervision of your provision of such Nursing Services. ESHYFT does not and will not provide you with any tools, equipment, or uniforms for the performance of Nursing Services.
Intellectual Property Rights
The Platform and its entire contents, features and functionality including but not limited to all information, software, text, data, displays, images, video and audio, and the design, selection and arrangement thereof (“Our Property”), are owned by ESHYFT, its 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.
Subject to the terms and conditions herein, we grant you the non-exclusive, limited, revocable right to access and use the Platform solely to the extent necessary for the Specified Purpose only, as permitted by these Terms. We reserve all other rights. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit Our Property or any of the material on our Platform, except as follows:
Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your web browser for display enhancement purposes.
If we provide desktop, mobile, or other platforms for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use.
You must not delete or alter any copyright, trademark, or other proprietary rights notices from Our Property. You must not access or use for any commercial purposes other than the Specified Purpose any part of the Platform or any Services or materials available through the Platform. If you wish to make any use of material on the Platform other than that set out in this section, please address your request to support@eshyft.com.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms, your right to use the Platform will cease immediately and You must, at our option, return or destroy any copies of the materials You have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by ESHYFT. Any use of the Platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
The marks of ESHYFT, its logo, and all related names, logos, product and service names, designs and slogans are trademarks of ESHYFT or its affiliates or licensors. You must not use such marks without the prior written permission of ESHYFT. All other names, logos, product and service names, designs and slogans on this Platform are the trademarks of their respective owners, and each owner retains all rights in its marks. Any use of marks displayed on the Platform will inure solely to the benefit of their respective owners.
Billing and Payment Terms
Payment: ESHYFT facilitates payments to you from the Client for Nursing Services you provide during Shifts confirmed through the Platform. Any Shift that is not approved through the Platform, will not be eligible for payment. Upon Shift completion and Client confirmation of Nurse Personnel hours, ESHYFT charges Clients for both your Shift Rate, as agreed between You and the Client through the Platform, and the ESHYFT Fee, as agreed between Client and ESHYFT. You acknowledge and agree this payment structure fully compensates you for the Nursing Services you provide Client.
Payment Form: You will be paid either via debit card or ACH. You are responsible for providing accurate banking information. Payments are processed by Stripe, and you must agree to the Stripe terms and conditions prior to using ESHYFT’s Platform. If a payment is not returned, ESHYFT will not reissue the payment. If a payment is returned, any associated fees will be charged to you.
Instant Pay: ESHYFT reserves the right to deactivate your Instant Pay access in its sole discretion based on evidence of misuse or fraudulent activity on the Platform in violation of these Terms.
Confirmation of Nurse Personnel Shifts: Upon completion of a Shift, you are required to submit a record confirming your completion of the Shift through the Platform within 2 hours. Client is required to electronically approve the Shift recorded by you through the Platform. Recorded Shifts will be auto-approved every Tuesday at 12:00am EST for all Shifts worked the previous week. Undisputed or auto-approved Shifts are deemed correct and payable according to these Terms.
Cancellation, Call Out, and No Call No Show Policy:
Nurse Personnel Cancellation: Once you accept, book, or have been confirmed for a Shift, you have committed to put your best efforts forward to complete the Shift. The Client is counting on you so you should not accept a Shift unless you are reasonably certain that you can be there. Any Shift you cancel with at least 4 hours and 1 minute until the Shift start time will not result in a penalty on your account and/or Reliability Score.
Call Out: If, however, you cancel with less than 4 hours until the Shift start time, it will result in a penalty on your account and/or Reliability Score.
No Call No Show: Not showing up for a Shift you are confirmed for and not notifying the Client within 24 hours of the start of the Shift that you are unable to fulfill your temp contract is commonly referred to as a “No-call, No-Show”. Performing a “No Call, No Show” is a breach of this Terms and will result in a penalty on your account and/or Reliability Score.
Client Cancellation: If Client elects to cancel their request for Nursing Services from you between 4 hours before the Shift, you will still be paid 25% of the Shift Rate for the inconvenience and loss of work.
HIPAA: You acknowledge and agree that Client has the discretion to require you to sign a Business Associate Agreement (“BAA”) should you have access to the personal health information (“PHI”) of Client’s patients. However, you understand and agree that ESHYFT provides access to a technology platform and does not provide Nursing Services and ESHYFT does not have any access to PHI of Client’s patients.
Limitations on Liability
IN NO EVENT WILL ESHYFT, THEIR AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEB PLATFORMS LINKED TO IT, ANY CONTENT ON THE SERVICE OR SUCH OTHER SERVICES OR ANY SERVICES OR ITEMS OBTAINED OR TRANSACTED THROUGH THE PLATFORM OR SUCH OTHER SERVICES, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY, WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IN NO EVENT SHALL ESHYFT’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED U.S. DOLLARS (US $500).
ESHYFT’S PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE NURSING SERVICES WITH CLIENTS, BUT YOU AGREE THAT ESHYFT HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY NURSING SERVICES PROVIDED BY YOU OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER CLIENT’S RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
Termination
The term of these Terms shall commence on and be effective as of the date these Terms are first accepted by you and will continue until these Terms are terminated in accordance with the terms and conditions herein.
Except as otherwise provided herein, you can terminate these Terms with or without cause by providing prior written notice to ESHYFT of such termination. Any termination of the Terms in accordance with the foregoing shall be effective as of the date of the later of (a) the date on which you delete and deactivate your Account and (b) the day after you have completed your last Shift that has already been scheduled and accepted by Client as of the time ESHYFT receives your notice of termination.
Notwithstanding anything to the contrary in these Terms, ESHYFT may deactivate your Account and/or terminate these Terms immediately, with respect to you in the event you are in material breach of these Terms as determined in the sole discretion of Eshyft:
Fails to obtain and provide a valid and active Nurse Personnel license;
Fails to obtain a satisfactory background check, including not being currently excluded, debarred, or otherwise ineligible to participate in the Federal Healthcare Programs or listed on the OIG Exclusion List;
Provides false or inaccurate information on the Platform about your identity, credentials, and/or hours performing Nursing Services;
Uses the Platform in any manner or for any purpose other than as expressly provided in these Terms, including but not limiting to using the Platform in an unlawful or fraudulent purpose;
Takes any action that may unreasonably encumber the Platform’s infrastructure, including actions that damage, disable, overburden, impair or interfere with any other user’s use of the Site, including but not limited to introducing viruses, worms, time bombs, Trojan horses, malicious code, or other malware to the Site;
Resells, assigns, sub-licenses, discloses, distributes, or otherwise transfers or makes available the Platform in any form, in whole or in part, to any third party;
Violates 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 these Terms and our Privacy Policy;
Submits, uploads to, distributes through or otherwise posts to the Platform any material that is libelous, defamatory, threatening, abusive, obscene, indecent, harassing, discriminatory, violent, hateful, inflammatory, scandalous, obscene, pornographic, unlawful or that encourages a criminal offense, or otherwise objectionable;
Endangers patient safety or otherwise provides Nursing Services in a way that violates federal, national, local, state, foreign, or international laws;
Uses the Platform for any reason not explicitly authorized by these Terms, including commercial solicitation purposes or any purpose in violation of the Non-Circumvention Section herein;
Creates more than one account, use another member’s account, or use the Platform if ESHYFT has previously deactivated your account;
Falsifies information in your account, including your name, location, licensure, insurance, payment instrument information, credentials, or qualifications;
Violates the Confidentiality obligations herein;
Fails to maintain a satisfactory Reliability Rating of 70 and/or failed to follow other Platform quality standards, including but not limited to, call outs, no call no shows, failure to follow Client instruction;
Performs Nursing Services or otherwise communicates through the Platform in a way that is threatening, abusive, obscene, indecent, harassing, violent, profane, hateful, inflammatory, scandalous, obscene, pornographic, unlawful or that encourages a criminal offense, or otherwise objectionable;
Uses the Site for any purpose in violation of federal, national, local, state, foreign, or international laws.
Indemnification
By entering into these Terms and providing the Nursing Services to Clients, you agree, to the fullest extent permitted by applicable law, that you shall defend, indemnify and hold ESHYFT, their licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys, assigns and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with you providing Nursing Services inconsistently with your classification as an independent contractor, including but not limited to the following claims:
based on alleged breach of any term of these Terms, representations, and warranties of you set forth herein,
based on violation of any applicable law or regulation;
based on violation of any rights of any third party, including Clients;
based on negligent or intentional acts;
based on your content you submit, post, or transmit through the Platform,
related to any Shift, including any claims by any third party or government agency that you were misclassified as an independent contractor or employee of Client, and any claim that ESHYFT was an employer or joint employer of you and/or any of your affiliate, employee, or subcontractor, and related legal claims under any employment laws; or
based a claim that any User Data infringes the copyright, trademark, or patent rights of any third party.
Arbitration and Class Action Waiver (United States)
PLEASE READ THIS SECTION CAREFULLY—IT AFFECTS THE PARTIES’ LEGAL RIGHTS AND GOVERNS HOW YOU AND ESHYFT CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND ESHYFT TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.
THESE MUTUAL TERMS TO ARBITRATE (“ARBITRATION TERMS”) ARE BETWEEN NURSE PERSONNEL (ALSO REFERRED TO IN THESE ARBITRATION TERMS AS “YOU”, “YOUR”) AND ESHYFT, ANY ESHYFT AFFILIATE, ANY CLIENT OR HEALTHCARE FACILITY USING THE NURSE PERSONNEL VIA THE ESHYFT PLATFORM.
THE FEDERAL ARBITRATION ACT (9 U.S.C. § 1 ET SEQ.) APPLIES TO THESE ARBITRATION TERMS, WHICH COMMENCE THE MUTUAL OBLIGATIONS BY ESHYFT AND NURSE PERSONNEL TO ARBITRATE DISPUTES PROVIDE ADEQUATE CONSIDERATION FOR THESE TERMS. ALL DISPUTES COVERED BY THESE TERMS WILL BE DECIDED BY A SINGLE ARBITRATOR THROUGH FINAL AND BINDING ARBITRATION AND NOT BY WAY OF COURT OR JURY TRIAL.
CLAIMS COVERED BY THE ARBITRATION TERMS: These Arbitration Terms are intended to be as broad as legally permissible, and, except as they otherwise provide, apply to all claims or controversies, past, present, or future, that otherwise would be resolved in a court of law or before a forum other than arbitration. Except as they otherwise provide, these Arbitration Terms apply to any dispute that ESHYFT, any Client or Healthcare Facility utilizing the Platform, or any other ESHYFT affiliate may have against Nurse Personnel or that Nurse Personnel may have against ESHYFT, any Client or Healthcare Facility utilizing the Platform, and/or any of their, past, present, or future: (i) officers, directors, shareholders, employees, members, agents, clients, customers or facilities utilizing the ESHYFT Platform; (ii) parents, subsidiaries, affiliates; (iii) benefit plans or the plans’ sponsors, fiduciaries, administrators, affiliates or agents; and (iv) successors or assigns. Each and all of which the individuals and entities listed in (i) – (iv) above may enforce these Terms as a direct or third-party beneficiary.
Except as they otherwise provide, these Arbitration Terms apply, without limitation, to claims based upon or related to the Terms, Nurse Personnel’s classification as independent contractor or employee, Nurse Personnel’s provision of Nursing Services, Nurse Personnel’s use of the Platform, any payments received by Nurse Personnel through the Platform or arising out of or relating to the acceptance or performance of Nursing Services arranged through the Platform, the termination of these Terms, and all other aspects of the Nurse Personnel relationship (or the termination of its relationship) with ESHYFT, or any other ESHYFT affiliate, past, present or future, whether arising under federal, state or local statutory and/or common law.
The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the validity, scope, applicability, enforceability, or waiver of these Arbitration Terms including, but not limited to any claim that all or any part of these Arbitration Terms is void or voidable. However, the preceding sentence does not apply to any claims under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act.
LIMITATIONS ON HOW THESE ARBITRATION TERMS APPLY AND CLAIMS NOT COVERED BY THESE ARBITRATION TERMS: The following claims are not covered under these Arbitration Terms: (i) Nurse Personnel’s compensation benefits, state disability insurance benefits or unemployment insurance benefits; however, these Terms apply to discrimination or retaliation claims based upon seeking such benefits; and (ii) disputes that an applicable federal statute expressly states cannot be arbitrated or subject to a pre-dispute arbitration Terms, including disputes that may not be subject to pre-dispute arbitration Terms under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act.
Nothing in these Arbitration Terms prevents Nurse Personnel from making a report to or filing a claim or charge with a governmental agency, and nothing in these Arbitration Terms prevents the investigation by a government agency of any report, claim or charge otherwise covered by these Arbitration Terms. Nothing in these Arbitration Terms prevents or excuses a party from exhausting administrative remedies by filing any charges or complaints required by any governmental agency before bringing a claim in arbitration. ESHYFT and any other ESHYFT affiliates will not retaliate against Nurse Personnel for filing a claim with an administrative agency. These Arbitration Terms also do not prevent or prohibit Nurse Personnel in any way from reporting, communicating about, or disclosing claims for discrimination, harassment, retaliation, or sexual abuse.
Either party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief. The court to which the Platform is made is authorized to consider the merits of the arbitrable controversy to the extent it deems necessary in making its ruling, but only to the extent permitted by applicable law. All determinations of final relief, however, will be decided in arbitration.
ARBITRATION PROCEDURES: The arbitration will be administered by the American Arbitration Association (“AAA”), and except as provided in these Terms, will be under the then current Commercial Arbitration Rules of the AAA (“AAA Rules”) (the AAA Rules are available via the internet at www.adr.org/commercial or by using a service such as Google to search for “AAA Commercial Arbitration Rules”); provided, however, if there is a conflict between the AAA Rules and these Arbitration Terms, these Arbitration Terms shall govern. Unless the parties jointly agree otherwise, the Arbitrator must be an attorney licensed to practice law in the state in which the arbitration is convened, or a retired judge from any jurisdiction. In the event, however, either party asserts a claim or claims that include a covered ERISA claim, the parties agree the Arbitrator must be a retired federal judge from any jurisdiction. Unless the parties jointly agree otherwise, the arbitration will take place in or near the city and in the state where Nurse Personnel engaged or was last engaged by a Client on the ESHYFT Platform.
The Arbitrator will be selected as follows: The AAA will give each party a list of 11 arbitrators (who are subject to the qualifications in the preceding paragraph) drawn from its panel of arbitrators. Each party will have ten (10) calendar days to strike all names on the list it deems unacceptable. If only one common name remains on the lists of all parties, that individual will be designated as the Arbitrator. If more than one common name remains on the lists of all parties, the parties will strike names alternately from the list of common names by telephone conference administered by AAA, with the party to strike first to be determined by a coin toss conducted by AAA, until only one remains. If no common name remains on the lists of all parties, the AAA will furnish an additional list of 11 arbitrators from which the parties will strike alternately by telephone conference administered by AAA, with the party to strike first to be determined by a coin toss conducted by AAA, until only one name remains. That person will be designated as the Arbitrator. If the individual selected cannot serve, AAA will issue another list of 11 arbitrators and repeat the alternate striking selection process. If the AAA will not administer the arbitration or is unwilling to administer the arbitration consistent with these Arbitration Terms, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted to appoint a neutral Arbitrator, who shall act under these Arbitration Terms with the same force and effect as if he or she had been specifically named herein.
The Arbitrator may award any remedy to which a party is entitled under applicable law, but remedies will be limited to those that would be available to a party in their individual capacity for the claims presented to the Arbitrator, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. Unless otherwise agreed in writing by the parties, the Arbitrator shall apply the substantive federal, state, or local law applicable to the claims asserted. The Federal Rules of Evidence shall apply to the proceeding. Either party may file dispositive motions, including without limitation a motion to dismiss and/or a motion for summary judgment, and the Arbitrator will apply the standards governing such motions under the Federal Rules of Civil Procedure.
The Arbitrator will issue an award by written opinion within thirty (30) days from the date the arbitration hearing concludes or the post-hearing briefs (if requested) are received, whichever is later. The opinion will be in writing and include the factual and legal basis for the award. Judgment on the award issued by the Arbitrator may be entered in any court of competent jurisdiction. Either party may seek correction, confirmation or vacatur in a court of competent jurisdiction as provided by the Federal Arbitration Act.
NOTICE OF ARBITRATION DEMAND, COOLING OFF PERIOD, AND INFORMAL SETTLEMENT CONFERENCE: ESHYFT, other ESHYFT affiliates, and the Nurse Personnel agree that the party initiating the claim must make a written demand for arbitration of the claim to the other party no later than the expiration of the statute of limitations (deadline for filing) that the law prescribes for the claim. The demand for arbitration shall identify the claims asserted, the facts upon which such claims are based, and the relief or remedy sought. The demand for arbitration must be signed by the party making the demand for arbitration (Nurse Personnel personally or authorized representative of ESHYFT). Written demand for arbitration to ESHYFT must be sent to the addresses in Section 11. The Arbitrator will resolve all disputes regarding the timeliness or propriety of the demand for arbitration and apply the statute of limitations that would have applied if the claim(s) had been brought in court.
The parties mutually agree that after a party initiates the claim by making a written demand for arbitration to the other, unless otherwise mutually agreed to in writing by both parties, neither party will submit the demand to AAA for thirty (30) days after the demand is made (“Cooling Off Period”). During the Cooling Off Period, the parties may attempt in good faith to resolve the claim. The parties may also mutually agree to extend the Cooling Off Period. During the Cooling Off Period, either party may request an informal meeting to discuss in good faith a potential informal resolution of the dispute, without the need to go forward in an arbitration (“Informal Settlement Conference”). If timely requested, the Informal Settlement Conference will take place at a mutually agreeable time by telephone or videoconference. Nurse Personnel and ESHYFT representative must personally participate; any counsel representing Nurse Personnel or ESHYFT, or other ESHYFT affiliates, if applicable, also may participate. The requirement of personal participation in an Informal Settlement Conference may be waived only if Nurse Personnel and ESHYFT, or other applicable ESHYFT affiliate agree in writing. At the end of the Cooling Off Period or if an Informal Settlement Conference is timely requested, 30 days after completion of the Informal Settlement Conference, and unless the parties have resolved the claim, the demand for arbitration will be submitted to AAA for administration by the party initiating the claim. The AAA’s address is as follows: American Arbitration Association, Case Filing Services, 1101 Laurel Oak Road, Suite 100, Voorhees, NJ 08043. The AAA’s current address and/or email address also may be found on its web site at www.adr.org. Unless otherwise prohibited by applicable law, an arbitrator and/or AAA is without authority to accept or administer any arbitration demand unless and until the parties have complied with the demand for arbitration process and Cooling Off Period.
CLASS, COLLECTIVE, AND OTHER REPRESENTATIVE ACTION WAIVERS (“CLASS ACTION WAIVER”): ESHYFT, you, and other ESHYFT affiliates, mutually agree that by entering into these Arbitration Terms, waive their right to have any dispute or claim brought, heard, or arbitrated as a class, collective, and/or other representative action to the maximum extent permitted by law, and an arbitrator will not have any authority to hear or arbitrate any such class, collective, or other representative action. You also waive your right to receive notice of any class, collective, or other representative action that may be filed. Notwithstanding any other clause contained in these Arbitration Terms the AAA Rules, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or other representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective, or other representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
ARBITRATION FEES AND COSTS: Nurse Personnel and ESHYFT shall follow the AAA Rules applicable to initial filing fees, but Nurse Personnel will not be responsible for any portion of those fees in excess of the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. ESHYFT and applicable ESHYFT affiliate, shall pay any remaining portion of the initial fee and will pay all costs and expenses unique to arbitration, including without limitation the Arbitrator’s fees. Each party will pay for its own costs and attorneys’ fees, if any, except that the Arbitrator may award reasonable fees and costs to the prevailing party as provided by law or contract. The Arbitrator will resolve any disputes regarding costs/fees associated with arbitration.
SANCTIONS: To the extent allowed by applicable law and if the claim(s) or counterclaim(s) brought by either party in arbitration allow for imposition of sanctions, the Arbitrator may award either party its reasonable attorneys’ fees and costs, including reasonable expenses associated with production of witnesses or proof, upon a finding that the claim or counterclaim was frivolous or brought solely to harass Nurse Personnel, ESHYFT, or another ESHYFT affiliate if applicable.
CONSTRUCTION AND ENFORCEMENT OF THESE ARBITRATION TERMS: This is the complete agreement of the parties about arbitration of covered disputes. Any contractual disclaimers ESHYFT, or other applicable ESHYFT affiliate, has in any handbooks, other agreements, or policies do not apply to these Arbitration Terms. Unless these Arbitration Terms are not entered into, deemed void, unenforceable, or invalid in their entirety, Nurse Personnel, ESHYFT, and other applicable ESHYFT affiliate, expressly agree that these Arbitration Terms supersede and take priority over any other arbitration agreement between the parties. If a court determines the Federal Arbitration Act does not apply to a particular dispute or to one or both parties, the parties agree that the arbitration law of the jurisdiction where the arbitration will take place will apply. These Arbitration Terms will survive the termination of Nurse Personnel’s access to ESHYFT’s Platform.
Nurse Personnel has the right to consult with counsel of Nurse Personnel’s choice concerning these Arbitration Terms and to be represented by counsel at any stage during the arbitration process. If any provision of these Arbitration Terms is found to be invalid, unenforceable, unconscionable, void or voidable, in whole or in part, that provision will be severed or modified and such adjudication will not affect the validity of the remainder of the Arbitration Terms. All remaining provisions will remain in full force and effect.
YOU HAVE CAREFULLY READ AND UNDERSTAND THESE MUTUAL TERMS TO ARBITRATE AND AGREE TO THEIR TERMS. BY SIGNING THE TERMS PHYSICALLY, OR ELECTRONICALLY THROUGH DOCUSIGN OR OTHER ELECTRONIC MEANS, NURSE PERSONNEL IS AGREEING TO AND ACCEPTING THEE ARBITRATION TERMS, AND ESHYFT AND NURSE PERSONNEL, AND OTHER APPLICABLE ESHYFT AFFILIATES ARE GIVING UP RIGHTS TO A COURT OR JURY TRIAL AND AGREEING TO ARBITRATE CLAIMS AND DISPUTES COVERED BY THE ARBITRATION TERMS.
Miscellaneous
Nondiscrimination: ESHYFT and other applicable ESHYFT affiliates do not discriminate on the basis of sex, color, race, national origin, religion, gender, gender identity, marital status, age, sexual orientation, or any other applicable federal, state, or local protected class.
Headings: Headings are used in these Terms for reference only and shall not be considered when interpreting these Terms.
Modifications: Except as provided in the “Arbitration Agreement and Class Waiver” in Section 10 above, and with the exception of claims already asserted in arbitration, ESHYFT reserves the right to change the Terms at any time in our sole business discretion. Updated versions of the Terms will never apply retroactively and the updated Terms will give the exact date they go into effect. If the modifications to the Terms constitute a material change, in ESHYFT’s good faith reasonable judgment, ESHYFT will notify you Via email or posting notice Via Platform. If you do not agree to any amendment of the Terms, you must immediately stop using the Platform. Your continued use of the Platform after any modification to the Terms constitutes acceptance of the amended Terms. However, any changes to the Arbitration Agreement, will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Platform.
Survival: Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, and 11 will survive any termination of these Terms.
Notices: Any notice or other communication required or permitted by these Terms to be given to a party shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service, or mailed by U.S. registered or certified mail (return receipt requested), or sent via facsimile (with receipt of confirmation of complete transmission) to the party at the party's address or facsimile number written below or at such other address or facsimile number as the party may have previously specified by like notice. If by mail, delivery shall be deemed effective 3 business days after mailing in accordance with this Section 10.E.
(1) ESHYFT
4547 US Highway 9, Howell NJ 07731
Attention: Finance Department
(2) If to Nurse Personnel, to last address of Nurse Personnel provided in writing by Nurse Personnel to ESHYFT.
Waiver and Severability: No waiver by ESHYFT of any term or condition set forth in the Terms 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 ESHYFT to assert a right or provision under the Terms shall not constitute a waiver of such right or provision. The invalidity of any one or more of the words, phrases, sentences, clauses, or sections contained in these terms shall not affect the enforceability of the remaining portions of these terms or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, or sections contained in the Terms shall be declared invalid or unenforceable by a court of competent jurisdiction, or an arbitrator as applicable, the Terms shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted. If such invalidity is caused by scope, length of time, or size of area, or any or all of the foregoing, the otherwise invalid or unenforceable provision will be considered to be reduced to such scope, time, or area, which would cure such invalidity and render it valid and enforceable.
Assignability: The Terms and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third party without our prior written consent in our sole discretion. Any purported assignment, transfer or delegation without such consent will be null and void. ESHYFT may assign or otherwise transfer or delegate the Terms (including any rights or obligations hereunder), including to any purchaser of ESHYFT’s business, from time-to-time in our sole discretion. These Terms will be binding upon and inure to the benefit of the parties’ successors and permitted assigns.
Governing Law: Other than the Arbitration provision, which shall be governed by the Federal Arbitration Act, these Terms shall be governed by the laws of the State of the state in which Nurse is located without regarding to the state’s conflicts of law rules.
Entire Agreement: These Terms and the agreements referenced herein constitute the entire agreement between the parties with respect to the subject matter of these Terms and supersedes all prior written and oral agreements between the parties regarding the subject matter of these Terms.