Terms and Conditions

Effective Date: August 27, 2022

PLEASE READ THE AGREEMENT CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

1. Acceptance of this Agreement

Carefiller, LLC, (“Carefiller”) provides an online software-based platform, using web-based technology (the “Carefiller Platform”) that connects independent healthcare contractors (“Contractors” individually as “Contractor”) with healthcare facilities and other healthcare resource consumers (“Facilities” individually as “Facility”). The Carefiller Platform permits Facilities to make requests for licensed healthcare workers and permits Contractors to view and accept opportunities (each a “Care Engagement”). Any decision by a User (as defined below) to offer or accept a Care Engagement or Services (as defined below) is a decision made in such User’s sole discretion. Each Care Engagement between a Contractor and a Facility shall constitute a separate agreement between such persons and entities. Carefiller is not a healthcare facility, or healthcare provider. If you access any of our websites located at www.carefiller.com, install or use our Carefiller mobile application, install or use any other software or platform supplied by Carefiller, or access any information, function, or service available or enabled by Carefiller (each, a “Service” and collectively, the “Services”), or complete the Carefiller registration process, you, your heirs, assigns, and successors (collectively, “you” or “your”) hereby represent and warrant that: (a) you have read, understand, and agree to be bound by these Terms & Conditions (the “Agreement”); (b) you are of legal age in the jurisdiction in which you reside to form a binding contract with Carefiller; and (c) you have the authority to enter into the Agreement personally and, if applicable, on behalf of any organization on whose behalf you have created an account and to bind such organization to the Agreement. The terms “User” and “Users” refer to all individuals and other persons who access our Services, including, without limitation, any organizations that register accounts or otherwise access or use the Services through their respective representatives. To use the Carefiller Platform, each User shall create a User account. Each person may only create one User account, and Carefiller reserves the right to deactivate any unauthorized or duplicate accounts. The Carefiller Platform is not available to Users who have had their User account temporarily or permanently deactivated. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account. Your participation in certain Carefiller programs and use of certain Carefiller products or services may be subject to additional eligibility requirements as determined by Carefiller. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE CAREFILLER PLATFORM OR ANY OF THE SERVICES PROVIDED THROUGH THE CAREFILLER PLATFORM

2. Modification of this Agreement

Carefiller reserves the right to modify the terms and conditions of this Agreement, and such modifications shall be binding upon your continued use of the modified Carefiller Platform or Services. Carefiller reserves the right to modify any information on pages referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Carefiller Platform or Services after any such changes shall constitute your consent to such changes.

3. Additional Terms and Policies

By using the Services, you agree to be bound by this Agreement and acknowledge and agree to the collection, use and disclosure of your personal information in accordance with Carefiller’s Privacy Notice, which is incorporated in this Agreement by reference. You also agree to abide by any additional Carefiller policies for Users that are published on our website, mobile application, or other platforms. Certain features of our Services may be subject to additional terms and conditions, which are incorporated herein by reference.

4. Prohibitions

With respect to your use of the Carefiller Platform and your participation in the Services, you agree that you will not:

Impersonate any person or entity;
Stalk, threaten, or otherwise harass any person, or carry any weapons in any Facilities;
Violate any law, statute, rule, permit, ordinance or regulation;
Access the Services using indirect access or means not explicitly authorized by Carefiller;
Interfere with or disrupt the Carefiller Platform or the servers or networks connected to the Carefiller Platform;
Use the Services to cause nuisance, annoyance or inconvenience;
Copy or distribute the Carefiller Platform, related Carefiller software or any content displayed through the Services, including requests or reviews, or republish the same in any format or media;
Use the Services, or any content accessible through the Services, for any unauthorized commercial purpose, including but not limited to contacting, advertising to, soliciting or selling to, any User, unless Carefiller has given you permission to do so in writing;
Post Information or interact on the Carefiller Platform or Services in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
Use the Carefiller Platform in any way that infringes any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
Post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of the Carefiller Platform or any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
Attempt to gain unauthorized access to the Services and/or to any account, resource, computer system, and/or network connected to any Carefiler server;
Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Carefiller Platform;
“Frame” or “mirror” any part of the Carefiller Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other website for any purpose;
Modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Carefiller Platform;
Attempt to probe, scan, or test vulnerability of any system or network or breach or circumvent any security or authentication measures Carefiller may use to prevent or restrict access to the Services or use the Services or the content therein.
Deep-link to our websites or access our websites manually or with any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Carefiller Platform or its contents;
Rent, lease, lend, sell, redistribute, license or sublicense the Carefiller Platform or access to any portion of the Carefiller Platform;
Use any internet link directly or indirectly to any other websites;
Transfer or sell your User account, password and/or identification, or any other User's Information to any other party;
Abuse our promotional offers and campaigns.
Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation;
Cause any third party to engage in the restricted activities above.

5. Contractors and Facilities Are Independent

You understand and agree that Carefiller provides a technology platform to connect independent Facilities and independent third-party Contractors who provide healthcare. You acknowledge and agree that Carefiller does not itself provide healthcare and has no responsibility or liability for the acts or omissions of any Facility or any Contractor. You agree that Carefiller is not responsible for the healthcare delivered by the Contractor or Facility, and does not verify the Contractor’s or Facility’s compliance with applicable laws, standards of care, or regulations. Carefiller has no responsibility or liability for acts or omissions by any Facility or Contractor.

6. User Account

You may be required to register for an account to use parts of the Services. You must provide accurate, current, and complete information during the registration process and at all other times when you use the Services, and you must update the information to keep it accurate, current, and complete. You are the sole authorized user of any account you create through the Services. You are solely and fully responsible for all activities that occur under your password or account. You agree that you shall monitor your account to prevent use by minors, and you will accept full responsibility for any unauthorized use of your password or your account. Should you suspect that any unauthorized party may be using your password or account, you will notify Carefiller immediately. Carefiller will not be liable and you may be liable for losses, damages, liability, expenses, and fees incurred by Carefiller or a third party arising from someone else using your account, regardless of whether you have notified us of such unauthorized use. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Carefiller has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Carefiller has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

7. User Content, Ratings, Reviews and Kudos

(a) Carefiller may provide you with interactive opportunities through the Services, including, by way of example, the ability to post User ratings and reviews (collectively, “User Content”). You represent and warrant that you are the owner of, or otherwise have the right to provide, all User Content that you submit, post and/or otherwise transmit through the Services. You further represent and warrant that any User Content that you submit, post and/or otherwise transmit through the Services (i) does not violate any third-party right, including any copyright, trademark, patent, trade secret, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) does not contain material that is false, intentionally misleading, or defamatory; (iii) does not contain any material that is unlawful; (iv) does not violate any law or regulation, including, without limitation, HIPAA; and (v) does not violate this Agreement. You hereby grant Carefiller a perpetual, irrevocable, transferable, royalty-free, non-exclusive, worldwide, fully sublicenseable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use the User Content in connection with Carefiller’s business and in all forms now known or hereafter invented (“Uses”), without notification to and/or approval by you. You further grant Carefiller a license to use your username, first name and last initial, and/or other User profile information, including without limitation, your Ratings, Reviews, and Kudos (as defined below), history, to attribute User Content to you in connection with such Uses, without notification or approval by you. You agree that this license includes the right for other Users to access and use your User Content in conjunction with participation in the Services and as permitted through the functionality of the Services. In the interest of clarity, the license granted to Carefiller herein shall survive termination of the Services or your account. Carefiller reserves the right in its sole discretion to remove or disable access to any User Content from the Services, suspend or terminate your account at any time, or pursue any other remedy or relief available under equity or law if you post any User Content that violates this Agreement or any community or content guidelines we may publish or that we consider to be objectionable for any reason. You agree that Carefiller may monitor and/or delete your User Content (but does not assume the obligation) for any reason, at Carefiller's sole discretion. Carefiller may also access, read, preserve, and disclose any information as Carefiller reasonably believes is necessary to: (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to User support requests, or (v) protect the rights, property or safety of Carefiller, its Users and the public.

(b) Feedback. You agree that any submission of any ideas, suggestions, and/or proposals to Carefiller through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Carefiller has no obligations (including without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback and you hereby assign to Carefiller all right, title, and interest in the Feedback. Carefiller shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of the Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

(c) Ratings, Reviews and Kudos. To the extent that you are asked to rate and post reviews of Users or other businesses, including through the Ratings and Kudos Process, (collectively “Ratings, Reviews and Kudos”), such Ratings, Reviews and Kudos are considered User Content and are governed by this Agreement. You agree that you expressly consent to the Ratings, Reviews, and Kudos processes and how they can affect your ability to remain a User on the Carefiller Platform. Carefiller reserves the right to modify Ratings, Reviews and Kudos processes and programs, including but not limited to the “Ratings and Kudos Process” referenced herein, and such modifications shall become effective upon posting. Continued use of the Carefiller Platform or Services after any such changes shall constitute your consent to such changes. Ratings, Reviews, and Kudos are not endorsed by Carefiller and do not represent the views of Carefiller or its parents, subsidiaries, or other corporate affiliates sharing any ownership or control with or by Carefiller (collectively, “Affiliates”). Carefiller shall have no liability for Ratings, Reviews, and Kudos or for any claims for economic loss resulting from such Ratings, Reviews and Kudos. Because we strive to maintain a high level of integrity with respect to Ratings, Reviews and Kudos posted or otherwise made available through the Services, you agree that: (i) you will base any Ratings, Reviews, and Kudos on first-hand experience with the User or business; (ii) you will not submit any Ratings, Reviews, or Kudos in exchange for payment, free food items, or other benefits from a User or business; (iii) any Ratings, Reviews, and Kudos you submit will comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising; and (iv) your Ratings, Reviews, and Kudos will comply with the terms of this Agreement. If we determine, in our sole discretion, that any Ratings, Reviews or Kudos could diminish the integrity of the Ratings, Reviews and Kudos or otherwise violate this Agreement, or for any other reason, we may remove such User Content without notice.

8. Communications

By creating a Carefiller account, you electronically agree to accept and receive communications from Carfiller, Users, or third parties providing services to Carefiller including via email, text message, calls, and push notifications to the cellular telephone number you provided to Carefiller. You understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of Carefiller, its Affiliates and/or Users, including but not limited to communications concerning activities conducted through your account in relation to the Services. Message and data rates may apply. If you do not wish to receive promotional emails, text messages, or other communications, you may change your notification preferences by accessing Settings in your account. To opt out of receiving promotional text messages from Carefiler, you must reply “STOP” from the mobile device receiving the messages.

9. E-Sign Disclosure

By creating a Carefiller account, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by emailing Carefiller at privacy@carefiller.com with “Revoke Electronic Consent” in the subject line. To view and retain a copy of this disclosure, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, email Carefiller at privacy@carefiller.com with contact information and your mailing address.

10. Disputes Between Users

In the event of a dispute between Users, Contractors and Facilities must let Carefiller know in writing within 48 hours of the end of a given contract's end time. Users can initiate the problem resolution process from within the mobile app and Carefiller will make reasonable efforts to help resolve issues. However, you acknowledge and agree that Carefiller will not and is not obligated to provide any dispute assistance beyond what is provided in this Agreement. Depending on the nature of the problem or incident, we may withhold payment, issue a refund or suspend a User's account if necessary.

11. Disputes with Carefiller

PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

You and Carefiller agree to arbitrate any dispute arising from these terms or your use of the Services, except for when a party solely seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Carefiller agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Carefiller shall be sent to notices@carefiller.com. You and Carefiller further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in Raleigh, North Carolina; (c) that arbitration will be conducted confidentially by a single arbitrator conducted in accordance with the Commercial Rules of Arbitration of the American Arbitration Association; and (d) that the state or federal courts in Raleigh, North Carolina have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. The arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by these terms and the laws of the State of North Carolina and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, you and Carefiller will not commence against the other in a class action, class arbitration or representative action or proceeding. Judgment on the award may be entered in, and enforced by, any court of competent jurisdiction. In giving a decision, the arbitrator shall set forth findings of fact and conclusions of law in the decision. All statutes of limitation that would otherwise be applicable shall apply to the dispute. The Parties shall treat all matters relating to the arbitration as confidential.

12. Cancellations

Users may cancel upcoming contracts from within the mobile app prior to the contracted start time. However, we strongly encourage you to communicate with Users affected by the contract through the mobile app as soon as possible. If you don't cancel your contract from within the mobile app then you run the risk of obtaining a negative feedback rating. Frequent cancellations may result in an account suspension, which will ultimately affect your ability to contract through the platform. By using the Carefiller Platform or Services, you expressly acknowledge and agree that Carefiller does not exercise control over cancellation by a User. You accept any risk associated with a cancellation or no-show, and Carefiller does not guarantee that a replacement Contractor or Care Engagement, as applicable, will be available. Carefiller shall not be liable for lost time, lost revenue, lost wages, costs, expenses, fees, or any other losses whatsoever incurred as a result of a User’s cancellation of a contract.

13. Promotions, Referrals, and Loyalty Programs

Carefiller, at its sole discretion, may make available promotions, referral programs, and loyalty programs with different features to any Users or prospective Users. These promotions and programs, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Carefiller. Carefiller reserves the right to withhold or deduct credits or benefits obtained through a promotion or program in the event that Carefiller determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion or program terms or this Agreement. Carefiller reserves the right to terminate, discontinue, or cancel any promotions or programs at any time and in its sole discretion without notice to you.

14. Third-Party Interactions

Our Services may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”) and advertisements (“Third-Party Advertisements”) (collectively, “Third-Party Websites & Advertisements”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Advertisement, Carefiller may not warn you that you have left the Carefiller Services and will may not warn you that you are subject to the terms and conditions, including privacy policies, of another website or destination. Such Third-Party Websites & Advertisements are not under the control of Carefiller. Carefiller is not responsible for any Third-Party Websites, Third-Party Applications or any Third-Party Advertisements. Carefiller does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Websites & Advertisements, or their products or services. You use all links in Third-Party Websites & Advertisements at your own risk. You should review applicable terms and policies, including privacy and data gathering practices of any Third-Party Websites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. You acknowledge and agree that the availability of the Software and the Services is dependent on the third party from which you received the application license, e.g., the Apple iPhone or Android app stores (“App Store”). You acknowledge and agree that this Agreement is between you and Carefiller and not with the App Store. Carefiller, not the App Store, is solely responsible for the Software and the Services, including the mobile application(s), the content thereof, maintenance, support services and warranty therefore, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Software and the Services, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Software or the Services. You agree to comply with, and your license to use the Software and the Services is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Software or the Services. You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and you represent and warrant that you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that each App Store (and its affiliates) is an intended third-party beneficiary of this Agreement and has the right to enforce the terms and conditions of this Agreement.

15. Contractor Specific Terms and Conditions

(A) Contractor Representations, Warranties and Agreements

By using the Services and particpating in a Care Engagement as a Contractor on the Carefiller Platofrm, you represent, warrant and agree that:

You medically fit to perform the requested services and activities of the applicable Care Engagement, and have all appropriate authority and credentials, including, without limitation, any applicable licenses, education, certifications, enrollments and approvals (collectively, "Credentials") necessary to fulfill the Care Engagement in all applicable jurisdictions;
You expressly permit Carefiller to share your Credentials with Facilities.
You expressly permit Carefiller to perform background checks on you;
That, as requested by Carefiller, you will permit and promptly participate in having a drug screen performed on you;
You agree to promptly cooperate with Carefiller to resolve any disputes or participate in investigations as requested by Carefiller;
You will immediately notify Carefiller if any of your credentials are revoked, withdrawn, suspended or restricted in any way;
None of your Credentials have ever been revoked, withdrawn, suspended, sanctioned, restricted, or otherwise been subject to any adverse action in any way (each a "Credential Action") in any state or jurisdiction, and there are no Credential Actions pending or threatened against you or your Credentials in any state or jurisdiction. This shall ben an ongoing representation and warranty during the term of this Agreement;
You have not suffered an adverse action (including, without limitation, denial, suspension, exclusion, debarment, or termination), each an "Adverse Action," by any insurance company, managed care plan, third party payor, or state or federal reimbursement agency, including, without limitation, the Medicare or Medicaid agencies, and there are no Adverse Actions pending or threatened against you or your Credentials in any state or juridiction. This shall be an ongoing representation and warranty during the term of this Agreement.
You will not engage in reckless behavior while fulfilling a Care Engagement, provide care under a Care Engagement while under the influence of alcohol or drugs, or take action that harms or threatens to harm the safety of the Carefiller community or third parties;
You will provide all care and services under a Care Engagement in accordance with the accepted standard of care of your profession;
You will immediately notify Carefiller if you are involved in an incident or accident while working as a contractor for Carefiller;
You will not attempt to defraud Carefiller or Facilities on the Carefiller Platform or in connection with your participation in the scheduling or fulfillment of a Care Engagement. If we suspect that you have engaged in fraudulent activity we may withhold applicable Fees or other payments in question, terminate this Agreement, and take any other action against you available under the law;
That Carefiller can publish your name, profile, Ratings, Reviews and Kudos shared with other users on the Carefiller Platform;
You will not discriminate against persons with disabilities while fulfilling a Care Engagement;
You agree that we may obtain information about you, including your criminal, Credentials, and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement;
You have a valid policy of professional liability insurance (in coverage amounts consistent with all applicable legal requirements);
That Carefiller has the right to suspend all contracting, including but not limited to canceling existing contracts and electing not to enter into future contracts, and/or to remove Contractor from the Carefiller Platform for your poor Ratings, Reviews or Kudos, issues with payments, incidents, complaints from Facilities, failing background check, loss or sanction or expiration of any Credential(s), falsifying information, your drug use while working under the Carefiller Platform, for your breach of any representation or warranty under this Agreement, or for such other behavior or events determined by Carefiller to be detrimental to the delivery of high quality care and services;
That Carefiller makes no guarantees that you will selected by a Facility for a Care Engagement;
That Carefiller makes no guarantees that you will not be blocked by a Facility for any reason.
You understand that a Facility may block you for any reason at the Facility's discretion.
You are not prevented from providing care or services independently or on behalf of other entities;
You will pay all applicable federal, state, and local taxes based on fulfillment of a Care Engagement and payments received by you;
You will receive a federal form 1099 or 1099-MISC and you are responsible for obtaining your own tax advice; and
You will give notice to notices@carefiller.com if any of the following events occur:
- You have become subject of any complaint or accusation regarding your professional conduct or activities, including but not limited to a Credential Action or Adverse Action;
- Any Credential expires;
- You have been reprimanded, censured, restricted, suspended, debarred, excluded, enjoined, or otherwise sanctioned by any regulator, professional organization, governmental agency, payor, or court because of or related to your professional conduct or activities;
- You have been accused of, been convicted of, or pleaded guilty to any crime relating to your professional conduct or activities;
- You have been accused of, been convicted of, or pleaded guilty to, any crime (regardless of whether it involved your professional conduct or activities) that could have resulted in a sentence of more than one year in prison;

(B) Payments

If you are a Contractor, you will receive payment for your fulfillment of a Care Engagement pursuant to the terms of this Agreement. See your Carefiller Platform account for payment methods and processes.

(C) HIPAA and Data Privacy

As a Contractor, you understand that some of Facility Information you receive may be protected by federal and/or state confidentiality laws, such as the Health Information Portability and Accountability Act of 1996 (“HIPAA”), governing the privacy and security of protected (patient) health information. You understand that any violation of the Agreement’s confidentiality provisions may violate HIPAA or state confidentiality laws and could result in civil or criminal penalties against you. You agree to abide by policies and procedures of the Facility and of Carefiller with regard to data privacy, including but not limited to HIPAA.

(D) Relationship with Carefiller

As a Contractor on the Carefiller Platform, you acknowledge and agree that you and Carefiller are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Carefiller expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Carefiller; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Carefiller, and you undertake not to hold yourself out as an employee, agent, or authorized representative of Carefiller. Carefiller does not, and shall not be deemed to, direct, or control you generally or in your performance under this Agreement specifically, including in connection with your fulfillment of a Care Engagement. You retain the sole right to determine when, where, and for how long you will utilize the Carefiller Platform. Carefiller does not, and shall not be deemed to, unilaterally prescribe specific dates, times of day, or any minimum number of hours for you to utilize the Carefiller Platform. You retain the option to accept or to decline or ignore a Facility’s request for a Care Engagement by means of the Carefiller Platform, or to cancel an accepted request for a Care Engagement via the Carefiller Platform, subject to Carefiller’s then-current cancellation policies. Carefiller does not, and shall not be deemed to, require you to accept any specific request for a Care Engagement as a condition of maintaining access to the platform. With the exception of any signage required by law or permit/license rules or requirements, Carefiller shall have no right to require you to wear a uniform or any other clothing displaying Carefiller’s names, logos, or colors. You acknowledge and agree that you have complete discretion to provide care or services or otherwise engage in any other business or employment activities, including but not limited to providing services similar to the care and services provided under a Care Engagement to other companies, and that Carefiller does not, and shall not be deemed to, restrict you from engaging in any such activity.

16. Facility Specific Terms and Conditions

(A) Facility Representations, Warranties and Agreements

By subscribing for Services and Care Engagements as a Facility on the Carefiller Platform, you represent, warrant and agree that:

You will promptly pay for the services provided under a Care Engagement either through ACH or credit card;
For contracts spanning for a period of less than one (1) week, you agree pay the full amount of the Charges upon a Contractor’s acceptance of such contract. The Charges will occur on the date the Care Engagement commences.
For contracts spanning for a period of or exceeding one (1) week, you agree to pay in advance the Charges, on a rolling weekly basis, in advance, upon a Contractor’s acceptance of such contract. The Charges will occur on a rolling week basis, which will begin to occur on the date the Care Engagement commences.
You will be responsible to manage your User information, including but not limited to user privileges and payment information;
That Carefiller can publish your name, profile, Ratings, Reviews and Kudos shared with other users on the Carefiller Platform;
You agree to cooperate and provide timely information regarding investigations, complaints, disputes or incidents.
You may be removed from the Carefiller Platform for your poor Ratings or Reviews, issues with payments, incidents, fostering an unsafe or hostile work environment, loss of license or certifications, falsifying information, or for your breach of any representation or warranty under this Agreement.
You understand and agree that Carefiller does not provide credentialing services on behalf of or for Facility, including but not limited to verification of licensure or exclusion status. Accordingly, you acknowledge and agree that any such credentialing or qualifying activities are the sole responsibility of Facility, and Carefiller shall have no liability to Facility for any cost, expense, harm, fine, penalty, fee, or other loss related, in whole or in part, to conducting such verification or Facility’s failure to do so.
You will give notice to notices@carefiller.com if any of the following events occur:
- Facility Change of Ownership (CHOW)
- Facility has agreed to an Operations Transfer Agreement (OTA) with another organization
- Facility has filed for bankruptcy

(B) Charges

As a Facility, you understand that request or use of Services or a Care Engagement may result in charges to you (“Charges”). Charges for Services and Care Engagements include service charges, and applicable taxes. Carefiller has the authority and reserves the right to determine and modify pricing or quoting you a price for a specific Service or Care Engagement. Pricing may vary based on the type of Service or Care Engagement you request and other factors.

Additional information about fees and other charges:

You may be charged a “Service Fee” for each Service or Care Engagement as set forth on the Carefiller page.
After requesting a Service or Care Engagement you may cancel it through the Carefiller Platform, but note that in certain cases a Cancellation Fee may apply and frequent cancellations may result in account suspension or deletion.
Other fees and surcharges may apply. In addition, where required by law Carefiller will collect applicable taxes.
All Charges are facilitated through a third-party payment processor (e.g., Stripe, Inc.). Carefiller may replace its third-party payment processor without notice to you. Charges shall only be made through the Carefiller Platform. Cash payments are strictly prohibited. Your payment of Charges to Carefiller satisfies your payment obligation for your use of the Carefiller Platform, Services, and Care Engagement. Carefiller may group multiple Charges into a single aggregate transaction on your payment method based on the nature of the Charges and/or the date(s) they were incurred.

(C) HIPAA and Business Associate Agreement ("BAA") Terms

These BAA terms are drafted in accordance with Facility’s (“Covered Entity”) and Carefiller’s (“Business Associate”) respective obligations under Title II of the Health Insurance Portability and Accountability Act of 1996, as amended (including by the Health Information Technology for Economic and Clinical Health, the “HITECH Act”), and the regulations issued and effective thereunder (collectively, “HIPAA”) to ensure the integrity and confidentiality of Protected Health Information that Business Associate may receive from, or access, create, maintain, or transmit for Covered Entity (“PHI”). Capitalized terms used but not otherwise defined in this BAA or the Agreement shall have the same meaning as set forth in HIPAA. Any ambiguity in these BAA terms or the Agreement shall be resolved in favor of a meaning that permits Covered Entity and Business Associate to comply with HIPAA. In the event of a conflict between these BAA terms and the Agreement, these BAA terms shall control. Covered Entity and Business Associate each understand and agree that Business Associate’s obligations under this Section 16.C. arise pursuant to Covered Entity’s use of the Carefiller Platform (specifically, the messaging application and such other features as may be added from time to time that involve use and/or disclosure of PHI), and not through the provision of healthcare by one or more Contractors. Accordingly, Facility remains responsible for ensuring compliance with HIPAA in the use or disclosure of PHI by or to Contractors in their fulfillment of a Care Engagement, and Carefiller shall have no responsibility or liability for the same.

(i) OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE

a) Standard for Uses and Disclosures. Business Associate agrees not to use or further disclose PHI other than as permitted or required by this BAA or as Required by Law. To the extent that Business Associate is to carry out any of Covered Entity’s obligations under 45 C.F.R. 164 Subpart E, Business Associate shall comply with the requirements of such Subpart that apply to Covered Entity in the performance of such obligation.

b) Safeguards. Business Associate agrees to use appropriate safeguards, and to comply with all applicable requirements of 45 C.F.R. 164 Subpart C with respect to Electronic PHI, to prevent use or disclosure of the PHI other than as provided for by this BAA.

c) Standard Transactions. To the extent that Business Associate conducts all or part of a Standard Transaction on behalf of Covered Entity, Business Associate agrees to comply with, and to require any agent or subcontractor to comply with, all applicable requirements of 45 C.F.R. Part 162.

d) Disclosure to Agents or Subcontractors. Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides PHI received from, or created or received by Business Associate on behalf of, Covered Entity agrees in writing to the same restrictions and conditions that apply through this BAA to Business Associate with respect to such information, including complying with the applicable requirements of 45 C.F.R. 164 Subpart C.

e) Availability of Books and Records. Business Associate agrees to make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of, Covered Entity available to the Secretary of HHS within a reasonable time or as designated by HHS for purposes of the Secretary determining Covered Entity’s compliance with 45 C.F.R. 164 Subpart E.

f) Requests for Access. To the extent that Business Associate maintains PHI in a Designated R ecord S et, and upon request from Covered E ntity, Business Associate agrees to provide to Covered Entity such PHI maintained or created by Business Associate no later than thirty (30) days (or such shorter period as may be required by revision to the HIPAA regulations or other applicable law) following a request from Covered Entity sufficient for Covered Entity to respond to a request by an Individual for access to inspect and obtain a copy of PHI in accordance with 45 C .F .R . § 164.524. If an Individual submits a request for access directly to Business Associate, or inquires about his or her right to access, Business Associate will either forward the request to Covered Entity or direct the Individual to Covered Entity.

g) Requests for Amendment. To the extent that Business Associate maintains PHI in a Designated Record Set, Business Associate agrees to, in accordance with 45 C .F .R . § 164.526: 1) provide Covered Entity, within sixty (60) days following a request from Covered Entity, such PHI maintained or created by Business Associate, so Covered Entity can respond to a request by an Individual for amendment to the PHI; and 2) if requested by Covered Entity, to incorporate any amendments to such PHI maintained by Business Associate. If an Individual submits a request for amendment directly to Business Associate, or inquires about his or her right to amendment, Business Associate will either forward the request to Covered Entity or direct the Individual to Covered Entity.

h) Documentation of Disclosures. Business Associate agrees to document such disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C .F .R . § 164.528.

i) Accounting of Disclosures. Business Associate agrees to provide to Covered Entity information collected in accordance with the immediately preceding provision within sixty (60) days following a request from Covered Entity, sufficient to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C .F .R . § 164.528. If an Individual submits a request for an accounting directly to Business Associate, or inquires about his or her right to an accounting, Business Associate will either forward the request to Covered Entity or direct the Individual to Covered Entity.

j) Reporting of Security Incidents and Breaches. Business Associate agrees to report to Covered Entity any Use or Disclosure of PHI not provided for by this BAA or any Security Incident of which it becomes aware, including any Breach of Unsecured PHI, as defined by 45 C .F .R . § 164.402 and this BAA; provided, however, that the Parties acknowledge and agree that this section constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence of attempted but Unsuccessful Security Incidents (as defined below) for which no additional notices will be required or provided. “Unsuccessful Security Incidents” will include, but not be limited to, pings and other broadcast attacks on Business Associate’s firewall, port scans, unsuccessful log-on attempts, denials of service and any combination of the above, so long as no such incident results in unauthorized acquisition, access, Use or Disclosure of PHI. Business Associate shall notify Covered Entity promptly and in no event later than sixty (60) days after the discovery of a Breach of Unsecured PHI. Business Associate will treat the Breach as being discovered, and provide any required notification to Covered Entity, in accordance with 45 C .F .R . § 164.410. If a delay is requested by a law enforcement official in accordance with 45 C .F .R . § 164.412, Business Associate may delay notifying Covered Entity for the applicable time period.

(ii) PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE

a) Permitted Uses and Disclosures. Except as otherwise limited in this BAA, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Agreement, as Required by Law, or as permitted by 45 C .F .R . § 164.512, provided that such use or disclosure would not violate the provisions of 45 C.F .R . 164 Subpart E if done by Covered Entity, except as expressly set forth below.

b) Management and Administration and Legal Responsibilities of Business Associate. Business Associate may use PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate. Business Associate may disclose PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate if: (y) the disclosure is Required by Law; or (z) Business Associate obtains reasonable assurances from any person or entity to which Business Associate will disclose Covered Entity’s PHI that the person or entity will (1) hold Covered Entity’s PHI in confidence and use or further disclose Covered Entity’s PHI only for the purpose for which Business Associate disclosed Covered Entity’s PHI to the person or entity or as Required by Law, and (2) promptly notify Business Associate of any instance of which the person or entity becomes aware in which the confidentiality of Covered Entity’s PHI was breached.

c) Data Aggregation. Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 45 C .F .R . § 164.504(e)(2)(i)(B).

d) De-Identification. Business Associate may de-identify PHI; provided, however, that the de-identification conforms to the applicable requirements of 45 C .F .R . §§ 164.502 and 514. Such resulting de-identified information would not be subject to the terms of this BAA.

e) Reporting Violations of Law. Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 45 C .F .R . § 164.502(j)(1).

(iii) OBLIGATIONS AND ACTIVITIES OF COVERED ENTITY

With regard to the use and disclosureof PHI by Business Associate, Covered Entity hereby agrees as follows:

a) Notice of Privacy Practices. Covered Entity’s Notice of Privacy Practices pursuant to 45 CFR 164.520 is and shall be consistent with the use and disclosure of PHI by Business Associate pursuant to the Agreement and this BAA. Covered Entity shall notify Business Associate of any limitation in Covered Entity’s Notice of Privacy Practices to the extent that such limitation may affect Business Associate’s use or disclosure of PHI. Covered Entity shall provide such notice no later than fifteen (15) days prior to the effective date of the limitation.

b) Notification of Restrictions on Uses or Disclosures of PHI. Covered Entity shall timely notify Business Associate in writing of any permitted or required arrangements that may impact in any manner the use or disclosure of PHI by Business Associate pursuant to this Agreement including, but not limited to, restrictions on the use or disclosure of PHI agreed to by Covered Entity, and shall hold Business Associate harmless from the financial impact of any such agreement by Covered Entity and any delay by Covered Entity in providing notice of such to Business Associate.

c) Authorizations and Consents. To the extent required by applicable law, Covered Entity shall obtain any necessary authorization or consent prior to furnishing PHI to Business Associate. Covered Entity shall timely notify Business Associate of any changes in, or revocation of, such authorization or consent to the extent such changes may affect Business Associate’s use or disclosure of PHI, and shall hold Business Associate harmless from the financial impact of any such changes or revocation and any delay by Covered Entity in providing notice of such to Business Associate.

d) Permissible Requests by Covered Entity. Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under applicable law if done by Covered Entity, except as permitted under Section (ii) of these BAA terms above.

e) Impairment of Business Associate’s Performance. If Business Associate believes that any restriction or limitation disclosed pursuant to this Section will impair Business Associate’s ability to perform its obligations under the Agreement or this BAA, the parties will mutually agree upon any necessary modification of Business Associate’s obligations, and, notwithstanding anything to the contrary contained in the Agreement or this BAA, Business Associate shall not be deemed to be in breach of either agreement by reason of such impairment and modification.

f) Survival. To the extent Business Associate retains any PHI pursuant to the following Section after termination of this BAA, the obligations of Covered Entity under this Section shall survive the termination of this BAA.

(iv) TERM AND TERMINATION

a) Term. These BAA terms shall be effective as of the effective date of the Agreement, and shall terminate when all of the PHI provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions in this Section.

b) Termination for Cause. Upon either Party’s knowledge of a breach by the other Party of a material term of this BAA, the non-breaching Party shall provide an opportunity for the other Party to cure the breach or end the violation. If such Party does not cure the breach or end the violation within a reasonable time period, or if cure is not possible, the non-breaching Party may immediately terminate this BAA.

c) Return or Destruction of PHI. Except as provided in Section (iii)(d) below, upon termination of this BAA, for any reason, Business Associate shall, if feasible, return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity that Business Associate still maintains in any form. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. Business Associate and its subcontractors or agents shall retain no copies of the PHI.

d) Extension of Protections. In the event that Business Associate determines that returning or destroying the PHI is infeasible, Business Associate shall extend the protections of this BAA to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI.

e) Survival. The rights and obligations of Business Associate under this Section (iii) shall survive the termination of this BAA.

(D) Relationship with Carefiller

The relationship of Facility and Carefiller under this Agreement shall be solely that of independent contractors. Nothing in this Agreement shall be construed to create: (i) a partnership, joint venture or other joint business relationship between the parties or any of their affiliates; (ii) a relationship of employer and employee between the parties; or (iii) an agency relationship within the Federal common law of agency, or otherwise, between the parties.

17. Intellectual Property

All intellectual property rights in the Carefiller Platform shall be owned by Carefiller absolutely and in their entirety. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Carefiller Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Carefiller. Carefiller shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. Carefiller other Carefiller logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Carefiller in the United States (collectively, the “Carefiller Marks”). The Carefiller logo (or any Carefiller Marks) may not be used in any manner that is likely to cause confusion, including but not limited to: use of a Carefiller Mark in a domain name or Carefiller referral code, or use of a Carefiller Mark as a social media handle or name, avatar, profile photo, icon, favicon, or banner. You may identify yourself as a Contractor on the Carefiller Platform, but may not misidentify yourself as Carefiller, an employee of Carefiller, or a representative of Carefiller. You acknowledge that Carefiller is the owner and licensor of the Carefiller Marks, including all goodwill associated therewith, and that your use of the Carefiller logo (or any Carefiller Marks) will confer no interest in or ownership of the Carefiller Marks in you but rather inures to the benefit of Carefiller. You agree that you will not: (1) create any materials that use the Carefiller Marks or any derivatives of the Carefiller Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by Carefiller in writing; (2) use the Carefiller Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Carefiller Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Carefiller’s rights as owner of the Carefiller Marks or the legality and/or enforceability of the Carefiller Marks, including, challenging or opposing Carefiller’s ownership in the Carefiller Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Carefiller Marks, any derivative of the Carefiller Marks, any combination of the Carefiller Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Carefiller Marks; (5) use the Carefiller Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard. Violation of any provision of this License may result in immediate termination of the License, in Carefiller’s sole discretion, a takedown request sent to the appropriate ISP, or social media platform, and/or a Uniform Domain-Name Dispute-Resolution Policy Proceeding (or equivalent proceeding). If you create any materials (physical or digital) bearing the Carefiller Marks (in violation of this Agreement or otherwise), you agree that upon their creation Carefiller exclusively owns all right, title and interest in and to such materials, including any modifications to the Carefiller Marks or derivative works based on the Carefiller Marks or Carefiller copyrights. You further agree to assign any interest or right you may have in such materials to Carefiller, and to provide information and execute any documents as reasonably requested by Carefiller to enable Carefiller to formalize such assignment.

18. Disclaimers

The following disclaimers are made on behalf of Carefiller, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders:

Carefiller does not provide medical services. It is up to the Contractor to decide whether or not to offer a Care Engagement to a Facility contacted through the Carefiller Platform, and it is up to the Facility to decide whether or not to accept a Care Engagement from any Contractor contacted through the Carefiller Platform. We cannot ensure that a Contractor or Facility will complete arranged Care Engagement. We have no control over the quality or safety of the care or services pursuant to any Care Engagement
The Carefiller Platform is provided on an “as is” basis and without any warranty or condition, express, implied, or statutory. We do not guarantee and do not promise any specific results from use of the Carefiller Platform and/or the Services and/or any Care Engagement, including the ability to provide or receive Services or a Care Engagement at any given location or time. Carefiller reserves the right, for example, to limit or eliminate access to the Carefiller Platform for Services or Care Engagements in specific geographic areas and/or at specific times based on viability, public health concerns, or changes in law. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
We do not warrant that your use of the Carefiller Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the Carefiller Platform will be corrected, or that the Carefiller Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Carefiller Platform or Services.
We encourage you to communicate directly with each potential Contractor or Facility prior to engaging in a Care Engagement.
Carefiller is not responsible for the conduct, whether online or offline, of any User of the Carefiller Platform or Services. By using the Carefiller Platform and participating in the Services, you agree to accept such risks and agree that Carefiller is not responsible for the acts or omissions of Users on the Carefiller Platform or participating in the Services.
You are responsible for the use of your User account and Carefiller expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.
It is possible for others to obtain information about you that you provide, publish or post to orthrough the Carefiller Platform (including any profile information you provide), send to otherUsers, or share during the Services or a Care Engagement, and to use such information to harassor harm you. We are not responsible for the use of any personal information that you discloseto other Users on the Carefiller Platform or through the Services or Care Engagement. Please carefully select the type of information that you post on the Carefiller Platform or through theServices or a Care Engagement or release to others. We disclaim all liability, regardless of theform of action, for the acts or omissions of other Users (including unauthorized users, or hackers).
Opinions, advice, statements, offers, or other information or content concerning Carefiller or made available through the Carefiller Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Carefiller Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Carefiller Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.
Carefiller shall not be in breach of this Agreement nor liable for failure or delay in performing obligations under this Agreement if such failure or delay results from events, circumstances or causes beyond its reasonable control including (without limitation) natural disasters or acts of God; acts of terrorism; labor disputes or stoppages; war; government action; epidemic or pandemic; chemical or biological contamination; strikes, riots, or acts of domestic or international terrorism; quarantines; national or regional emergencies; or any other cause, whether similar in kind to the foregoing or otherwise, beyond the party’s reasonable control. All service dates under this Agreement affected by force majeure shall be tolled for the duration of such force majeure. The parties hereby agree, when feasible, not to cancel but reschedule the pertinent obligations as soon as practicable after the force majeure condition ceases to exist.

19. Indemnity

You will defend, indemnify, and hold Carefiller including our Affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, fines, penalties, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Carefiller Platform and participation in the Services or a Care Engagement, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your negligence, willful misconduct, fraud, or violation of any law or the rights of a third party, including, Contractors, Facilities, and patients, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Carefiller Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (4) any other activities in connection with the Services or a Care Engagement. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

20. No Consequential Damaages; Limitation of Liability

IN NO EVENT WILL CAREFILLER, INCLUDING OUR PRESENT OR FORMER AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR MEMBERS (COLLECTIVELY “CAREFILLER” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE CAREFILLER PLATFORM, SERVICE INTERRUPTIONS, ACTS OR OMISSIONS OF CONTRACTORS OR FACILITIES, PROFESSIONAL MALPRACTICE, PATIENT HARM OR POOR OUTCOMES, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE CAREFILLER PLATFORM, SERVICES, A CARE ENGAGEMENT, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CAREFILLER PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE SERVICES AND CARE ENGAGEMENTS, BUT YOU AGREE THAT CAREFILLER HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES OR CARE ENGAGEMENTS OTHER THAN AS EXPRESSLY SET FORTH IN IN THIS AGREEMENT. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IN THE EVENT OF A CLAIM BROUGHT AGAINS CAREFILLER BY YOU OR A USER, CAREFILLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED THE FOLLOWING: FOR A CONTRACTOR, THE AMOUNTS ACTUALLY DUE TO CONTRACTOR UNDER THE SPECIFIC CARE ENGAGEMENT FROM WHICH THE CAUSE OF ACTION AROSE; AND FOR A FACILITY, THE AMOUNTS ACTUALLY PAID BY FACILITY UNDER THE SPECIFIC CARE ENGAGEMENT FROM WHICH THE CAUSE OF ACTION AROSE.

21. Term and Termination

This Agreement is effective upon your acceptance of this Agreement and shall be for an initial term of one (1) year, after which it will continue unless terminated by either party as set forth in this Agreement. This Agreement may be terminated: a) by User, without cause, upon seven (7) days’ prior written notice to Carefiller; or b) by either party immediately upon the other party’s failure to cure a material breach of this Agreement within 30 days of receiving written notice of such breach. In addition, Carefiller may terminate this Agreement or deactivate your User account immediately in the event: (1) you no longer qualify to provide Services under applicable law, rule, permit, ordinance or regulation; (2) you fall below Carefiller’s Minimum Rating Threshold OR Maximum Cancellations Threshold; (3) Carefiller has the good faith belief that such action is necessary to protect the safety or integrity of the Carefiller community or third parties or to comply with applicable law. Carefiller may, in its sole discretion, provide notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Carefiller’s reasonable satisfaction prior to Carefiller permanently terminating the Agreement.

22. Effect of Termination and Survival

Upon termination of this Agreement for any reason, any upcoming Care Engagements scheduled for the applicable Contractor or Facility, as applicable, will be terminated. Notwithstanding anything to the contrary in this Agreement, those provisions which by their nature are intended to survive termination of the Agreement shall survive, including without limitation, applicable provisions of Sections 3, 4, 6, 7, 10, 11, 15, 16, 17, 18, 19, 20, 22, 23, and 24, but in no case shall such survival imply or create any continued right to use the Carefiller Platform or Services after termination of this Agreement.

23. Confidentiality

You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Carefiller’s business, operations, and Carefiller Platform disclosed to you by Carefiller, or any information about or from a User made available to you in connection with such User’s use of the Carefiller Platform, (collectively “Confidential Information”) for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties, and you agree not to store separate and outside of the Carefiller Platform any User Information obtained from the Carefiller Platform. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Carefiller with regard to any Confidential Information of Carefiller which you can prove: was in the public domain at the time it was disclosed by Carefiller or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Carefiller; becomes known to you, without restriction, from a source other than Carefiller without breach of this Agreement by you and otherwise not in violation of Carefiller’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that you shall provide prompt notice of such court order or requirement to Carefiller to enable Carefiller to seek a protective order or otherwise prevent or restrict such disclosure.

24. General

This Agreement shall be governed by the laws of the State of North Carolina without regard to choice of law principles. This choice of law provision is only intended to specify the use of North Carolina law to interpret this Agreement and is not intended to create any other substantive right to non-North Carolina residents to assert claims under North Carolina law whether by statute, common law, or otherwise. If any provision of this Agreement is or becomes invalid or non- binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Carefiller, in our sole discretion by providing notice to you. Except as explicitly stated otherwise, any notices to Carefiller shall be given by certified mail, postage prepaid and return receipt requested to Carefiller, Inc., 301 S. Harrington St., Raleigh, NC 27603. Any notices to you shall be provided to you through the Carefiller Platform or given to you via the email address or physical address you provide to Carefiller during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Carefiller with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.

25. Contact Information

If you have any questions or concerns relating to these Terms and Conditions please contact us at:

terms@carefiller.com

or:

Carefiller, LLC
301 S. Harrington St.
Raleigh, NC 27603