Last Modified: October 20, 2022

Direct Care Source is a platform provided and operated by Direct Care Source, LLC, a Texas limited liability company (together with its affiliates, agents, representatives, consultants, employees, officers, and directors – collectively “DCS”, “we”, “us” and/or “our”) that provides the website located at https://www.directcareshifts.com/ (the “Site”), and the marketplace platform or mobile application (the “App”) that enables certain verified and licensed healthcare service providers to browse and schedule shifts with participating healthcare facilities in search of temporary healthcare service providers to fill available shift opportunities on an as-needed basis (collectively, such services, including any new features and applications, together with the Site and the App, the “Services”). DCS is not a healthcare facility or an employer, and is not affiliated with any of the healthcare service providers or healthcare facilities who may use portions of the Services. Portions of the Services are publicly available to all visitors to the Site (the “Visitors”), whereas the App and other portions of the Services are available only to registered users. These Terms of Service (the “Agreement”) applies to both Visitors and registered users (collectively, the “Users”).

Please read this Agreement carefully before you start to use the Services.

BY CLICKING THE “AGREE” BUTTON WHEN CREATING AN ACCOUNT OR LOGGING IN, YOU

1. ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THE PRIVACY POLICY;
2. ACKNOWLEDGE AND UNDERSTAND THAT DCS IS A TECHNOLOGY SERVICES PROVIDER THAT DOES NOT PROVIDE HEALTHCARE SERVICES NOR EMPLOY HEALTHCARE SERVICE PROVIDERS WHO MAY UTILIZE THE SERVICES;
3. REPRESENT THAT YOU HAVE THE AUTHORITY AND ARE FULLY ABLE AND COMPETENT TO ENTER THIS AGREEMENT ON BEHALF OF YOURSELF;
4. REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT AND LEGAL RESIDENT OF THE UNITED STATES; AND
5. ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AND THE PRIVACY POLICY.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Key Definitions
   1. “Credentials” means a Provider’s relevant authorizations, approvals, certifications, government-issued identification information, immunizations, insurance policies, licenses, permits, registrations, or other materials or information necessary to enable DCS to verify a Provider’s identity and eligibility to perform the Healthcare Services in accordance with this Agreement.
   2. “Facility” means the healthcare facility certified to operate in its applicable jurisdiction and/or the entity that operates such facility or provides healthcare services to patients at such facility and is authorized by DCS to use the Services for the purpose of obtaining Healthcare Services.
   3. “Facility Rules” means a Facility’s rules, standards, policies, practices, and procedures as may be communicated to Providers from time to time.
   4. “Healthcare Services” means the healthcare services that a Provider represents it is licensed and qualified to provide in accordance with this Agreement and that are solicited or accepted by Facilities through the Services.
   5. “Malpractice Insurance” means insurance policies which Provider shall be required to maintain at all times during use of the Services which provide levels of coverage that adequately address malpractice liability for the Provider’s Healthcare Services provided during a Shift.
   6. “Occupational Accident Insurance” means insurance policies which Provider shall be required to maintain at all times during use of the Services which provide levels of coverage that adequately address any injury a Provider may sustain in the course and scope of fulfilling a Shift.
   7. “Provider” means a licensed healthcare provider eligible to use the Services and whose identity and qualifications have been verified by DCS or our authorized third-party service providers.
   8. “Shift” means the set time period in which a Provider agrees to provide the Healthcare Services to a Facility in accordance with this Agreement and the description and scope agreed by and between such Provider and Facility, including but not limited to type and nature of the services to be provided and the date, time, duration, and location for which such Healthcare Services will be performed.
2. DCS Account Creation
   1. Creating a DCS Account. In order to use the Services as a registered user, you are required to create a DCS profile or account (“Account”, as further defined below) by submitting certain minimum information, including but not limited to your legal name, address, phone number, email address, financial account information to receive payment for your Healthcare Services, and the applicable Credentials as may be required by a Facility. You must be at least eighteen (18) years of age to register an Account. You represent that the information in your Account, and any other information you otherwise provide to us, is accurate, current and complete information, and agree to update it and keep it accurate, current and complete. We reserve the right to suspend or terminate your Account or your access to the Services if any information provided to us proves to be untrue, inaccurate, not current, or incomplete. It is a violation of this Agreement to submit inauthentic information for Account registration or maintenance, or to allow any other person to use your Account to participate in or otherwise use the Services.
   2. Account Security and Activities. When you create an Account, you will be asked to create a password and upload or provide your necessary Credentials necessary to perform Healthcare Services. You are solely responsible for maintaining the confidentiality of your Account and password and for restricting access to your computer/mobile device, and you agree to accept responsibility for all activities and damages that occur under your Account. You agree never to use another person’s Account, information, or Credentials for any purpose, including to bid on, accept, or fulfill a Shift. If you discover any unauthorized use of your Account, or other known Account-related security breach, you must report it to us immediately. You agree that you are responsible for anything that happens through your Account until you close your Account or prove that your Account security was compromised due to no fault of your own. We cannot and will not be liable for any loss or damage arising from your failure to comply with this section.
   3. Background Check. You agree that your use and continued use of the Services shall be contingent upon your successful completion of an annual background check. In order to complete your Account registration and use the Services in accordance with this Agreement, you must provide your written consent to allow DCS or its authorized third-party service providers to complete a background check by submitting a ‘Background Check Approval’ form. You acknowledge and agree that your consent to completion of a background check throughout your continued use of the Services is material to this Agreement and that your Account may be limited, restricted, or deactivated if you do not provide us with such written consents or if you fail such background checks. You agree that you will be responsible for the costs of each background check and that your first Shift for an annual term will be subject to a withholding for reimbursement of the background check cost pursuant to the terms of this Agreement.
   4. Account Usage and Maintenance. Upon our receipt of your information and Credentials, we use our authorized third-party service providers to verify your identity and/or eligibility to use the Services. Once you have been verified, you may use the Services to view Shifts at Facilities, submit bids and accept Shifts, view earnings and receive payment for Healthcare Services performed during such Shifts, and otherwise manage your Account settings. You hereby authorize us to provide or grant access to a Facility to view your name, contact information, designated availability, Credentials, and any other information that may be necessary in order for such Facility to request or accept your bid for a Shift at such Facility. Additionally, you may be required to update your Credentials from time to time. You are solely responsible for uploading and maintaining your information and Credentials in your Account. Failure to maintain accurate, complete, and current information in your Account may result in the suspension or termination of your Account.
   5. Provider Obligations and Representations. You acknowledge and agree that you are solely responsible for your own use of the Services, for your performance of the Healthcare Services for an applicable Facility, and for any fees or costs incurred in connection with, and for paying any applicable income, sales, or other taxes that Provider may be subject to, as a result of using the App and Services. By using the Services, you represent and warrant that (a) you are at least 18 years of age and a lawful resident of the United States; (b) you meet the eligibility requirements to create and maintain your Account; (c) any information you submit to us is truthful and accurate and that you will maintain the accuracy of such information throughout your use of the Services; (d) any information or content that you post, upload, or make available to the Services rightfully belongs to you and does not misrepresent your identity or violate the proprietary or other legal rights of any other person or entity; (e) you will not do anything that might jeopardize the security of your Account; and (f) you will notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. Any information that you provide to us will also be subject to our Privacy Policy.
   6. User Acknowledgment of Marketplace Platform. DCS is not responsible for any loss or damage arising out of any decisions ultimately made or implemented based on your use of the Services or on any content or information presented in connection with the Services. You understand and agree that any guidance DCS provides as part of the Services is for informational purposes only and that DCS does not offer career, employment, medical, or legal advice, or any type of coaching, advising, or professional service. You understand and acknowledge that DCS does not, and shall not be deemed to: (a) direct or control any Provider generally or in such Provider’s fulfillment of a Shift, including in such Provider’s performance of the Healthcare Services, acts or omissions during, or such Provider’s operation or maintenance of any equipment or property used during or in fulfillment of a Shift; (b) direct or control any Facility generally or in its actions or operations in connection with its use of the Services, including such Facility’s quality, safety, or legality or ability to pay Provider for the Healthcare Services; (c) have any right or authority to direct or control what actions a Provider or a Facility may perform or how such party may act or operate in connection with a Shift; (d) act as a data repository for your information, documentation, or Credentials submitted through the Services, and that you are solely responsible for keeping and maintaining your own copies of your information, documentation, or Credentials in your personal records.
3. License Grant; Reservation of Rights
   1. License Grant. Subject to the terms of this Agreement, DCS grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Site, App and the Services, including the content, information, and related materials that may be made available to you therein, strictly in accordance with this Agreement and all applicable laws, rules, and regulations. No right, title, or interest in or to the Services or any content therein is transferred to you. You are responsible for all of your activity in connection with the Services.
   2. Reservation of Rights. All rights not expressly granted herein are reserved by DCS. We reserve the right to modify, suspend or discontinue all or any aspect of the Services to anyone for any reason at our sole discretion, with or without any notice. We also reserve the right to modify, suspend, or discontinue the Services (including, but not limited to, the availability of any feature, database, or content), whether temporarily or permanently at any time for any reason. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services. We may also, in our sole discretion: (a) cancel unverified Accounts or Accounts that have been inactive for a substantial period of time; (b) delay, refuse to display, or remove content; and (c) take technical and/or legal steps to limit or prevent any User’s use of the Services, including imposing limits on certain features of the Services or restricting access to parts or all of the Services, in each case without notice or liability.
   3. Prohibited Conduct. You understand and agree that you will not use the Services to engage in the prohibited conduct below:
      1. You shall not use the Services for any illegal or fraudulent purpose, or in violation of any local, state, national, or international law, rule, or regulation or in violation of any applicable Facility Rules;
      2. You shall not use the Services for purposes of competitive analysis, the development of a competing product or service, development or use of any third-party applications that interact with our Services without our prior written consent, or any other purpose that is to our commercial disadvantage or assist any other party to perform any of the foregoing;
      3. You shall not post, store, send, transmit, or disseminate any Credentials, information or material which pertains or belongs to any other party or which infringes any patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights;
      4. You shall not post, list, or upload content that is (as determined by DCS in its sole discretion) false, inaccurate, misleading, deceptive, defamatory, or libelous, or that is threatening or harmful to others, or that is in furtherance of illegal activities or would otherwise give rise to civil or criminal liability;
      5. You shall not attempt to use any method to gain unauthorized access to any features of the Services, including but not limited to creating a secondary Account after having previously been suspended from the Services;
      6. You shall not directly or indirectly decipher, decompile, remove, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on use of the Services;
      7. You shall not directly or indirectly modify, translate, or otherwise create derivative works of any part of the Services;
      8. You shall not directly or indirectly license, copy, sell, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder or commercially exploit the Services, in whole or in part;
      9. You shall not harvest or collect information about other Users without their consent;
      10. You shall not directly or indirectly take any action that constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters; contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of DCS or any third party;
      11. You shall not directly or indirectly take any action that imposes or may impose (as determined by DCS in its sole discretion) an unreasonable or disproportionately large load on DCS’s or its third-party providers’ infrastructure; interfere or attempt to interfere with the proper working of the App or Services or any activities conducted on the Service; run Mail list, Listserv, or any form of auto-responder or “spam” on the Services; or use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
      12. You shall not create a false identity on the Services, misrepresent your identity, impersonate any person or entity (including any employee or representative of DCS), create, use, or attempt to use an Account for anyone other than you, or sell or otherwise transfer your Account;
      13. You shall not use the Services in any way that (i) contains any threat of violence to others; (ii) is in furtherance of illegal activities; (iii) is harassing, hateful, libelous, defamatory, abusive, or constitutes spam; or (iv) is pornographic, predatory, sexually graphic, racist, offensive, harmful to a minor, or would otherwise violate the rights of any third party or give rise to civil or criminal liability; and
      14. You shall not contact any Facilities or use any Facility’s data or information, including but not limited to any patient-related information, for any reason other than for the purposes of fulfilling Healthcare Services during a Shift in accordance with applicable laws rules or regulations and Facility Rules.

If for any reason we determine that you have failed to follow these rules, we reserve the right to prohibit any and all current or future use of the Services by you. If we have reason to suspect, or learn that anyone is violating this Agreement, we may investigate and/or take legal action as necessary including bringing a lawsuit for damages caused by the violation. We reserve the right to investigate and take appropriate legal action, including without limitation, cooperating with and assisting law enforcement or government agencies in any resulting investigations of illegal conduct.

4. Availability of the Services
   1. Service Availability. You acknowledge that there may be interruptions in service or events that are beyond our control. While we use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time for any reason including, without limitation, system down time for routine maintenance. You further understand that there may be interruptions in service or events on third-party sites that may affect your use of the Services and that are beyond our control to prevent or correct. Accordingly, we cannot accept any responsibility for any connectivity issues that you may experience when using the Services or for any loss of material, data, transactions or other information caused by system outages, whether planned or unplanned. You hereby agree that we cannot be held liable to you or any third party should we exercise our right to modify, suspend or discontinue the Services.
   2. Shift Availability. DCS provides a proprietary online marketplace platform and mobile application enabling Facilities to advertise and post the availability of Shifts, and Providers to bid on, request, approve, accept, or receive payment for fulfillment of Shifts. All Provider requests, bids, approvals, confirmations and cancellations for Shifts must be made solely through the App and Services. You acknowledge and agree that DCS does not control or guarantee the availability or details of any Shifts and that such availability or details are at the sole discretion of the Facility, and that you are solely responsible for ensuring the accuracy of your schedules, availability, or other information within the App and Services.
5. Licensure, Credentials and Healthcare Services Requirements.
   1. Licensure. You acknowledge and agree that at all times during your use of the Services, you shall (a) hold and maintain all Credentials and any and all other authorizations, certifications and licenses required to comply with all requirements applicable to you that are necessary to provide the Healthcare Services to the Facilities or otherwise fulfill the Shifts you bid on, request, approve, or accept; (b) hold and maintain, at minimum, Occupational Accident Insurance and Malpractice Insurance that meets DCS’ or a Facility’s minimum requirements as stated in the App or otherwise communicated to you in writing, and provide proof of such current insurance policies upon Account creation or upon DCS’ reasonable request; and (c) possess the appropriate and current level of training, expertise, and experience to provide such Healthcare Services in a competent, safe, and professional manner in accordance with all applicable licensure or certification requirements and 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, Healthcare Services. You acknowledge and agree that DCS reserves the right, at any time in our sole discretion, to deactivate or otherwise restrict your use or access of the App and Services if you fail to meet the requirements set forth in this Agreement.
   2. Provider Materials and Documentation. In order to ensure your compliance with the requirements of this Agreement and prior to your fulfillment of any applicable Shift, you must upload or otherwise provide to DCS, in a form reasonably satisfactory to DCS, written evidence and sufficient verification of all such Credentials and other documentation and information necessary to fulfill any and all Shifts you bid on, request, accept, or approve. We may, upon reasonable request, review such Credentials and other documentation and information from time to time and your failure to provide or maintain any of the foregoing in a complete, accurate, current, and valid form shall constitute a material breach of this Agreement. We reserve the right to independently verify your Credentials and other documentation and information from time to time in our sole and reasonable discretion. You acknowledge and agree that any documentation or information regarding your Credentials or other information provided to DCS on your behalf shall be deemed authorized by you and that we may use or process such documentation or information in accordance with this Agreement and our Privacy Policy. YOU UNDERSTAND AND ACKNOWLEDGE THAT WE DO NOT REDACT ANY CREDENTIALS OR OTHER DOCUMENTS OR INFORMATION THAT YOU UPLOAD TO THE APP OR SERVICES OR OTHERWISE PROVIDE TO US, AND THAT ANY SUCH CREDENTIALS, DOCUMENTS OR INFORMATION THAT YOU UPLOAD OR PROVIDE TO US ARE DONE SO AT YOUR OWN RISK.
   3. Status Maintenance of Credentials. You acknowledge and agree that you are solely responsible for keeping current, valid, and accurate in the Services and all required Credentials and any and all other documents or information necessary to provide the Healthcare Services to the Facilities or otherwise fulfill the Shifts you bid on, request, approve, or accept through your use of the Services. DCS may, but is not required to, notify you when such Credentials or other requirements are approaching expiration. Upon expiration of any of the foregoing Credentials or information, any then scheduled Shifts may be cancelled, without any payment to you, by the Facility and/or your Account may be limited, restricted, or deactivated from accessing, bidding on, requested, accepting, or approving any future Shifts until all such Credentials, information and other requirements are received and verified by DCS. Prior to reactivation, restoration, or otherwise return of the foregoing functions and Services, DCS may require additional updated Credentials, documentation and/or information from you. We reserve the right to suspend or refuse to reactivate your Account or use of the Services until all such required documentation and information is received and verified in accordance with this Agreement.
   4. Notices of Disciplinary Action. You agree to immediately notify DCS and the applicable Facility of any disciplinary or quality assurance proceedings or investigations involving you, including, but not limited to, licensing boards, quality assurance committees, hospitals or other medical facilities and medical societies, and any other proceeding or investigation the result of which might prohibit or otherwise restrict or impair your ability to perform Healthcare Services and/or fulfill Shifts. You further agree to promptly notify DCS in the event any such proceedings or investigations are pending or are instituted, whether or not such proceedings are related to the services that you performed for a Facility in connection with your use of the Services.
6. Shift Requirements and Cancellation Policy
   1. Direction; Control. You acknowledge and agree that, in accordance with this Agreement, you may independently select and accept Shifts at your complete and sole discretion. DCS does not, and shall not be deemed to, direct or control you generally in your fulfillment of any Healthcare Services, including in connection with your provision of Healthcare Services during a Shift, or your acts or omissions during, or your operation and/or maintenance of any equipment or property used in providing Healthcare Services. Without limiting the generality of the foregoing, you acknowledge and agree that DCS does not have the right or authority to direct or control what actions you perform or how you perform such actions in providing the Healthcare Services, including but not limited to the quality, frequency, and method of the Healthcare Services. You further acknowledge and agree that DCS has no authority or control over any Facility, including but not limited to any oversight or supervision of your provision of Healthcare Services, and that DCS will not provide you with any tools of the trade, training, equipment, uniforms, or other materials in order for you to perform the Healthcare Services on a Shift.
   2. Provider’s Use of App and Services. When you access or use the App and Services, you may request or bid on particular Shifts posted by Facilities or the Services may indicate potential Shifts for your review and acceptance that match your then-current schedule or availability information in your Account. If you opt to request information about, or bid on, an available Shift, the App may allow you to access certain Facility information such as name, location, and description of the particular Healthcare Services requested for such Shift. Unless your right to use the Services is earlier terminated, deactivated, suspended or otherwise restricted by DCS in accordance with this Agreement, you retain the sole right to determine when, where, and for how long you will utilize the App and Services. You retain the option, via the Services, to request, bid on, accept, decline and/or ignore a Facility’s request or posting for Healthcare Services pursuant to a Shift, or to cancel a Shift you have accepted in accordance with this Agreement, including the then-current cancellation policies of an applicable Facility. You further acknowledge and agree that your use of the App or performance of Healthcare Services for a Facility may be subject to ratings, reviews and/or feedback provided about you, including but not limited to feedback about your reliability or attendance at Scheduled Shifts or the Healthcare Services you provide at a Facility (“Reliability Score”).
   3. Non-exclusive Healthcare Services by Provider. You acknowledge and agree that, except as expressly prohibited pursuant to this Agreement or otherwise prohibited by applicable law or Facility Rules, you have complete and sole discretion to provide services or otherwise engage in other business or employment activities other than the fulfillment of Shifts. For the sake of clarity, you understand that, except as expressly prohibited pursuant to this Agreement or otherwise prohibited by applicable law or Facility Rules, you retain the complete right to; (a) use other software applications, tools, or services related to scheduling shifts with healthcare facilities in addition to the App and Services; and (ii) engage in any other occupation or business other than being a provider of healthcare services under this Agreement.
   4. Provider Relationship with Facilities. You acknowledge and agree that your fulfillment of a Shift creates a direct business relationship between you and the applicable Facility. DCS is not responsible or liable for the actions or inactions of a Facility, its affiliates, or their officers, directors, managers, employees, agents, or patients in relation to your Healthcare Services provided or other services performed at the Facility’s location, in connection with your fulfillment of any Shift, or otherwise. You are solely responsible for your obligations or liabilities to Facilities or third parties that arise from your provision of Healthcare Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper relating to any acts or omissions by you, a Facility, or any third party. You acknowledge and agree that, unless specifically consented to by a Facility, you may not perform any additional Healthcare Services during a scheduled Shift, other than the Healthcare Services identified by the Facility for the applicable Shift when Facility accepted or approved your fulfillment of such Shift, unless the additional Healthcare Services are in response to an emergency and necessary to prevent harm or further damage.
   5. Cancellation.
      1. Cancellations by Provider. Subject to any applicable Facility Rules, you may cancel any request or bid for a specific Shift prior to acceptance or approval of such Shift by the Facility solely by submitting your cancellation request through the App. You must enable the proper notification settings in order to receive status updates and notifications about a Shift. Once a Facility has approved or accepted your bid for a specific Shift and you have been scheduled for such Shift through the App (a “Scheduled Shift”), you must communicate any cancellations directly through the App at least 4 hours prior to the start of such Scheduled Shift. DCS reserves the right to reduce your Reliability Score on the App or deactivate or suspend your Account for your failure to perform Healthcare Services or otherwise fulfill a Scheduled Shift for a Facility without proper prior notification.
      2. Cancellations by Facility. You acknowledge and agree that a Facility may cancel a Scheduled Shift in accordance with this Agreement or the applicable Facility Rules by submitting a cancellation notification to you via the Services. In no event shall DCS be liable to you for the cancellation of any Shift or Scheduled Shift by a Facility. You must enable proper notification settings by the App through your Account in order to receive notifications about changes or updates to any Shift, including whether a Facility has accepted or approved your request or bid for such Shift. DCS is not responsible for the notification settings of your Account or any device you may own or use to access the Services, nor is DCS responsible for your receipt of any notifications through the App. You acknowledge and agree that you are solely responsible for (i) enabling proper notification settings in your Account, (ii) maintaining accurate, current and complete contact information in your Account, and (iii) ensuring the accuracy of your availability and schedule on the App and Services and the status and fulfillment of all applicable Shifts.
7. Provider Payments
   1. Shift Fees. DCS will act as your limited payment collection agent solely to the extent necessary to collect and remit the payments owed to you by Facilities for Shifts you have successfully fulfilled and that have been confirmed through the Services (the “Shift Fees”). The Shift Fee amount for each Shift will be disclosed to you on the App either when you request or are matched with potential Shift, or when you may opt to bid within an acceptable posted range for a potential Shift by submitting your desired rate within the posted range for acceptance by an applicable Facility. You acknowledge and agree that the receipt of Shift Fees from DCS satisfies our payment obligation and an applicable Facility’s payment obligation to you. We reserve the right to adjust or withhold all or a portion of the Shift Fees that may be owed to you if we reasonably believe, in our sole discretion, that you have either (a) attempted to defraud or abuse the Services or any Facilities using the Services, or attempted to defraud any other party through your use of the Services; (b) if we cannot verify that you have successfully fulfilled a Scheduled Shift or if you fail to meet your obligations under this Agreement; or (c) in order to resolve a reasonable complaint from a Facility. If you have agreed to any other amounts being deducted from your Shift Fees (including, but not limited to, costs of annual background checks pursuant to this Agreement), those amounts will be deducted before remittance to you, and we may determine the order of these other deductions if allowed by law. We will use reasonable efforts to ensure that your Shift Fees and any other payments to you will be paid to you on a weekly basis or as otherwise may be agreed between you and DCS. You acknowledge and agree that all payments owed to you shall not include any interest and will be net of any amounts that we are required to withhold by law or in accordance with this Agreement, and that you are not entitled to any payments or additional compensation for your fulfillment of a Shift other than as expressly set forth in this Agreement.
   2. DCS Fees. In exchange for facilitating your provision of Healthcare Services to Facilities in connection with your use of the App and Services, you agree that DCS may retain a fee based on each Shift in which you provide Healthcare Services comprising a service fee for usage of the App and Services (the “DCS Service Fee“). The DCS Service Fee shall be a set amount for each Shift completed for a Facility and verified pursuant to this Agreement. The amounts of the DCS Service Fees may be communicated to you through your Account from time to time. In addition, DCS may charge you administrative fees on a one-time, recurring or periodic basis, including but not limited to annual background check fees and other fees necessary to verify your identity or eligibility to use the Services (“DCS Administrative Fee”). The amount of such DCS Administrative Fees may be adjusted in our sole and reasonable discretion from time to time, and such changes shall be communicated to you through your Account in advance of incurring the fee. You further acknowledge and agree that for your convenience, DCS may collect the DCS Administrative Fee from the Shift Fees to offset your payment of such fees to DCS.
   3. Conditions for Payment. Upon your completion of a Shift and prior to receipt of any Shift Fees, you must submit accurate, current and complete records or time sheets to confirm your completion of such Shift pursuant to applicable Facility Rules, either through the App or otherwise in writing, for the applicable Facility’s approval. You may monitor such Shift confirmation or Facility status approval process and updates through your Account. You acknowledge and agree that DCS reserves the right to audit such records or time sheets for the purpose of verifying your completion of a Scheduled Shift and accurately calculating your Shift Fees, and that you shall only receive payment of Shift Fees for Shifts that have been scheduled and verified pursuant to this Agreement.  You must submit your confirmation to verify your completion of a Shift within 15 days of the date of such Shift and you acknowledge and agree that your failure to timely or properly submit such confirmation may result in delays in payment of Shift Fees or a Facility’s inability to verify and approve your Shift.
   4. Methods of Payment. Payment processing services are provided by DCS or our authorized third-party service providers. By using our App and Services, you agree to be bound by the terms of our Privacy Policy or the terms and conditions applicable to such third-parties, which may be modified from time to time. You are solely responsible for providing and maintaining current and accurate payment details in your Account in order to receive payment of your Shift Fees. As a condition of DCS enabling payment processing services, you authorize DCS to obtain all necessary access and perform all necessary activity on your Account to facilitate your provision of Healthcare Services to Facilities as contemplated by the Agreement and your relationship with DCS. You further agree to provide accurate, current and complete information about you, and authorize DCS to share it and relevant transaction information with its authorized payment processors for the purposes of facilitating the payment processing services. DCS reserves the right to switch payment processing vendors or use alternate or backup vendors in its discretion in accordance with the terms of this Agreement and our Privacy Policy.
   5. Taxes. You shall be solely responsible for any fees or costs incurred in connection with, and for paying any applicable income, sales, or other taxes that you may be subject to, as a result of using the App and Services. You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities and/or obligations related to your completion of Shifts as required by applicable law; and (b) provide us with all relevant tax information. You further acknowledge and agree that you are responsible for the filing and payment of any and all taxes on your own income arising from the performance of Shifts or receipt of Shift Fees.
8. DCS Intellectual Property
   1. DCS Content. Through the Services, we may make accessible various content, including, but not limited to, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, campaigns, other material and information, and associated trademarks and copyrightable works (collectively, “DCS Content”).
   2. DCS Intellectual Property Rights. DCS Content is protected in many ways, including copyrights, trademarks, service marks, and other rights and laws. You agree to respect all legal notices, information, and restrictions contained in any content accessed through the Services, including in any DCS Content. You also agree not to change, translate, or otherwise create derivative works based off DCS Content. You have a limited, revocable, non-exclusive, non-transferable license to use the Services and DCS Content solely for legally permitted activities related to our Services as outlined in this Agreement.
9. Third-Party Sites
   1. Third-Party Sites. The Services may permit you to link to other websites or resources on the internet. Links on the Services to third party websites, if any, are provided only as a convenience to you. If you use these links, you will leave the Services. The inclusion or integration of third-party services or links does not imply control of, endorsement by, or affiliation with DCS. Your dealings with third parties are solely between you and such third parties. You agree that we will not be responsible or liable for any content, goods or services provided on or through these outside websites or for your use or inability to use such websites. You will use these links at your own risk.
10. Term and Termination
    1. Term. The term of Agreement commences when you acknowledge your acceptance and will continue in effect until terminated by you when you cancel your Account, or by us as set forth in this section.
    2. Termination by User. You may terminate this Agreement by cancelling your Account through your account settings or by sending us an email at support@directcaresource.com.
    3. Termination by DCS. We may suspend or cancel your Account without notice to you if you violate this Agreement, or for any reason at all. If your Account is cancelled, we reserve the right to remove your account information along with any of your account settings from our servers with NO liability or notice to you. Once your account information and account settings are removed, you will not be able to recover this data and you will lose access to your Account.
    4. Effect of Termination. Upon termination, your license to use our Services terminates and you must cease all use of the Services. DCS may at its own discretion remove and/or purge your Account data and any other information obtained by us in connection with providing the Services to you. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. For the avoidance of doubt, we may retain certain information and Credentials in our backups, archives and disaster recovery systems until such information is deleted in the ordinary course of business. Termination will not limit any of our rights or remedies at law or in equity.
11. DISCLAIMER OF WARRANTIES
    THE SERVICES AND ALL INFORMATION CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND.

1. THE SERVICES ARE PROVIDED TO USERS “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, DCS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND DCS’S SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, SECURITY, ACCURACY, AVAILABILITY, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, DCS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES (INCLUDING, WITHOUT LIMITATION, THE PROXIES), WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. ANY MATERIAL, CONTENT, OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED AND/OR USED THROUGH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, CONTENT OR INFORMATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DCS ON OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU AGREE THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT DCS ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TRUTHFULNESS, ACCURACY, TIMELINESS OR COMPLETENESS OF THE SERVICES.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

12. LIMITATION OF LIABILITY
    1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE DCS OR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONSULTANTS, SUCCESSORS, AND ASSIGNS, FROM ALL LIABILITY ASSOCIATED WITH YOUR USE OF THE SERVICES.
    2. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN NO EVENT SHALL DCS, NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONSULTANTS, SUCCESSORS, AND ASSIGNS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF THE GREATER OF (IN THE AGGREGATE) ONE THOUSAND U.S. DOLLARS ($1,000.00). SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, DCS LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
13. Indemnification. You agree to indemnify, defend, and hold harmless DCS (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents, representatives, consultants, successors, and assigns) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Services or your breach of this Agreement, including but not limited to your violation of any applicable law, rule, or regulation or the rights of a third party.
14. Dispute Resolution and Arbitration Provision
    PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT

1. Initial Dispute Resolution. For any problem or dispute that you may have with us, you understand and agree that you will first give us an opportunity to resolve your problem or dispute. In order to initiate this dispute resolution process, you agree that you shall first send us a written description of your problem or dispute within thirty (30) days of the occurrence of the event giving rise to the problem or dispute by sending an email to: support@directcaresource.com or by mail to the address listed below. You then agree to negotiate with us in good faith about your problem or dispute for sixty (60) days. This should lead to resolution, but if for some reason your problem or dispute is not resolved satisfactorily within sixty (60) days after our receipt of your written description of it, you agree to the arbitration provisions below.
2. Binding Arbitration. If the parties do not reach an agreed upon solution under the Initial Dispute Resolution provision, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to this Agreement (including formation, performance and breach), the parties’ relationship with each other and/or your use of the Services shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules and the supplementary procedures for consumer related disputes of the American Arbitration Association (the “AAA”), excluding any rules or procedures governing or permitting class actions. The Commercial Arbitration Rules governing the arbitration may be accessed at www.adr.org or by calling the AAA at +1.800.778.7879. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to any claim that all or any part of this Agreement are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitration rules also permit you to recover attorney’s fees in certain cases. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
3. Location. The arbitration will take place in Dallas, Texas.
4. Class Action Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND DCS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
5. Exceptions – Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
6. 30-Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to us at support@directcaresource.com. The notice must be sent within thirty (30) days of your first use of the Services, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, we also will not be bound by them.
7. Changes to this Section. We will provide thirty (30) days’ notice of any changes to this section. Changes will become effective on the 30th day, and will apply prospectively only to any claims arising after the 30th day. The Agreement and the relationship between you and DCS shall be governed by the laws of the State of Texas without regard to conflict of law provisions.

15. Miscellaneous
    1. Assignment. This Agreement is personal to you, and you may not assign, transfer, sub-license, sub-contract, charge or otherwise encumber any of your rights or obligations under this Agreement without the prior written consent of DCS. DCS may assign, transfer, or delegate any of its rights and obligations hereunder without your consent. Any attempted assignment in violation of this section shall be null and void.
    2. Entire Agreement. This Agreement, and all terms and policies posted through our Services, including our Privacy Policy, constitutes the entire agreement between you and DCS with respect to the Services, and supersedes all prior or contemporaneous understandings and agreements of the parties, whether written or oral, with respect to the Services.
    3. Geographic Restrictions. The Services are based in the state of Texas in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access the Services in certain states or outside of the United States and that access thereto may not be legal by certain persons, in certain states, or in certain countries. If you access the Services from certain states or from outside the United States, you are responsible for compliance with local laws.
    4. Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in Dallas, Texas. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
    5. Modification. We reserve the right, at our sole discretion, to amend, modify or replace this Agreement, including the Privacy Policy, at any time. The most current version of this Agreement (with the revision date stated) will be made available through the Site. In the event that we make material changes to the Agreement, we will notify you by displaying a prominent notice on the Site or by sending an email to the email address affiliated with your Account. Updated versions of the Agreement will never apply retroactively and the updated Agreement will give the exact date they go into effect. It is your responsibility to check the Site periodically for changes to the Agreement. Use of the Services by you following any modification to the Agreement constitutes your acceptance of the Agreement as modified. Without limiting our ability to refuse, modify, or terminate all or part of our Services, we may also terminate this Agreement at any time for any reason, at our sole discretion, by giving notice of such termination.
    6. Relationship of the Parties. You acknowledge and agree that your use of the Site, App, or Services creates a direct business relationship between you and DCS only and that DCS is acting as the limited payment collection agent solely for the purpose of collecting payment from Facilities on your behalf for the Healthcare Services that you provide to such Facilities during a Shift and in accordance with this Agreement. Except as otherwise expressly provided herein, your use of our Services does not create an agency, employment, joint venture, franchise or partnership relationship between you and DCS. You further acknowledge and agree that: (a) you have no authority to bind DCS in any manner, (b) you shall not hold yourself out as an employee, agent, or authorized representative of DCS, (c) you will not be entitled to participate in and/or receive any benefits from DCS under any circumstances; and (d) DCS has no obligation to withhold any income or other payroll taxes on your behalf and that you are solely responsible for compliance with all state, federal, and local laws pertaining to the withholding and payment of taxes upon any compensation that a Facility may pay or that you may receive related to your use of the Services. Without limiting the generality of the foregoing, you hereby agree that under no circumstances shall DCS be liable for or a party to any matter between you and a Facility related to employment issues or any other type of dispute. You further agree to indemnify, defend, and hold harmless DCS from and against any losses that DCS incurs as a result of any breach of your obligations under this provision.
    7. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
    8. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
    9. Contact. If you have any questions about this Agreement, or feedback, comments, requests for technical support, and other communications related to the Services, please contact us at support@directcaresource.com or at the address set forth below.Direct Care Source
       PO Box 51455
       Denton, TX 76206I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THIS AGREEMENT AND PRIVACY POLICY, AND AGREE THAT MY USE OF THE SERVICES IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.