Section 1: Introduction

This Term of Service Agreement (the “Agreement”) establishes the terms and conditions between independent healthcare service providers (referred to as “Facilities,” “you,” or “your”) that have signed below or otherwise accepted this Agreement, and BetleyHub LLC and Betley Health LLC, collectively doing business as BetleyHub (“BetleyHub,” “we,” “us,” or “our”).

This Agreement governs your access to and use of the BetleyHub digital platform, which includes:

• The BetleyHub website (https://betleyhub.com/) (the “Website”),
• Affiliated mobile applications (“Mobile Apps”),
• Associated services and resources provided through the Website and Mobile Apps (collectively, the “Services”), and
• All related content, including but not limited to designs, graphics, text, illustrations, icons, multimedia, and underlying code (the “Content”).

Collectively, these elements form the BetleyHub Marketplace (the “Marketplace”), which is accessible to both registered facilities and professionals.

Through the Marketplace, you may post available shifts for independent medical service providers (“Professional(s)” or “Independent Contractors”) who will provide healthcare services (“Contracted Services”) at your designated workplace (“Workplace”).

This Agreement, along with BetleyHub’s Independent Contractor Agreement and Privacy Policy (together, the “Agreement”), outlines the terms and conditions governing your engagement with BetleyHub as an independent healthcare facility.

As an independent healthcare facility, it is important to review this Agreement carefully before utilizing the Platform. By accessing or using the Platform through our Website, Mobile Apps, or any other method, you confirm that you have read, understood, and agree to be bound by this Agreement. If you proceed to use the Platform or any BetleyHub service, you are accepting the terms and conditions outlined herein.

IF YOU DO NOT CONSENT TO THIS AGREEMENT, REFRAIN FROM ACCESSING OR USING THE BETLEYHUB PLATFORM.

• Vital: This Agreement, inclusive of the Arbitration Agreement (see Section 16 below), contains provisions that regulate dispute resolution between Facilities and BetleyHub. Please scrutinize the Arbitration Agreement carefully, as it mandates disputes to be resolved through final and binding arbitration on an individual basis. By entering into this Agreement, you affirm that you have comprehensively read and understood its terms and have taken the time to contemplate the implications of your decision.

Terms not explicitly defined herein adopt the meanings ascribed to them in our Terms of Service. Our Terms of Service are integrated into this Agreement, and if any discrepancy arises between the terms or conditions of our Terms of Service and this Agreement, the latter prevails.

This Facility Agreement is subject to alterations at our sole discretion, although such changes will not impact arbitrations already in progress. To stay informed, regularly check our website or Mobile Apps for the current Agreement.

Changes to this Agreement will be indicated by updating the “Most Recent Update” date at the top of the document and will be made available on our Website and Mobile Apps. Newly registered Facility Users will immediately be subject to the updated Agreement, while existing users will have a month grace period following the announcement of changes. Consent to the updated Agreement may be necessary before continued use of our Platform. Failure to consent to any modifications after notification will result in the discontinuation of Platform use. Otherwise, continued use will be deemed acceptance of the changes.

Independent Contractor Status for Healthcare Facilities on BetleyHub

BetleyHub ensures that healthcare facilities engage independent contractors (1099 workers) while maintaining compliance with tax and labor laws. Below are key guidelines outlining the independent contractor relationship.

1. Independent Business Operation
   Healthcare facilities using BetleyHub function as independent entities, not employers. This status grants full autonomy in engaging professionals while carrying specific tax and financial responsibilities.
   • Work Autonomy: Facilities have the flexibility to contract professionals without direct supervision or training obligations from BetleyHub.
   • No Employment Relationship: BetleyHub does not employ healthcare professionals; facilities must manage their workforce independently.
   • Business Registration & Compliance: Facilities are responsible for ensuring proper licensure, certifications, and regulatory compliance.
2. Payment & Financial Responsibilities
   
   • Project-Based Compensation: Facilities engage contractors based on services rendered; there are no salary obligations, benefits, or guaranteed payments through BetleyHub.
   • Self-Managed Taxes: BetleyHub does not withhold taxes on behalf of facilities or contractors; each entity is responsible for its own tax obligations.
   • 1099-NEC Issuance: BetleyHub provides Form 1099-NEC for contractors earning $600 or more annually.
   • Responsibility for Expenses: Facilities are responsible for operational costs, including staffing expenses, without reimbursements from BetleyHub.
   • Profit or Loss Potential: Earnings depend on facility management and service agreements, with no income guarantees from BetleyHub.
3. Tax Compliance & Liability
   
   • Independent Tax Obligations: Facilities must file and pay their own taxes at the federal, state, and local levels.
   • No Tax Advisory Services: BetleyHub does not provide tax advice and recommends consulting a professional.
   • No Withholding by BetleyHub: Facilities must track their payments and tax responsibilities independently.
   • Liability Disclaimer: BetleyHub is not liable for any tax-related issues, penalties, or disputes arising from contractor classification or tax obligations.
4. Non-Exclusivity & Work Flexibility
   
   • No Work Restrictions: Facilities are free to engage professionals through multiple platforms or agencies.
   • Multiple Contracting Options: Facilities can diversify their staffing strategies to meet operational needs.
   • No Conflict of Interest: BetleyHub does not impose exclusivity on facility engagements.
   • Flexible Scheduling: Facilities determine their own scheduling and staffing needs.
5. Voluntary Engagement of Contractors
   
   • No Obligation to Accept Professionals: Facilities can choose contractors without penalties or obligations.
   • Operational Autonomy: Staffing decisions align with the facility’s specific requirements.
   • Scalability & Flexibility: Facilities maintain control over hiring, scheduling, and workload management.
   • No Minimum Commitment: Facilities determine their level of contractor engagement.
6. Legal Compliance & Protection
   
   • Proper Classification: Ensures compliance with IRS guidelines to protect BetleyHub from audits or misclassification risks.
   • Independent Relationship: Reinforces that facilities operate independently from BetleyHub’s direct control.
   • Facility Responsibilities: Facilities must understand their tax, financial, and legal obligations.
   • Written Contracts: Define scope, deadlines, payments, and responsibilities for clarity and legal protection.

By adhering to these principles, BetleyHub ensures that healthcare facilities operate with full control over their workforce while remaining compliant with tax and labor regulations.

Section 2: Acceptance of Terms

Before utilizing the BetleyHub Platform through the website (https://betleyhub.com), mobile apps, or any other access points, it is crucial to carefully review this Independent Contractor Agreement. By using the Platform or consenting to this Agreement, you acknowledge your understanding and acceptance of its terms. If you do not agree with these terms, please refrain from accepting the Agreement and avoid accessing or using the BetleyHub Platform.

Section 3: Terminology

Users of the Services

The term “User(s)” refers to all independent healthcare facilities, organizations, and individuals who have registered for an account, gained access to, or utilized services on the BetleyHub website.

“Users” include the following:

1. Independent Healthcare Professionals: This category includes professionals seeking short-term staffing positions in healthcare facilities, such as Registered Nurses (RNs), Licensed Vocational Nurses (LVNs), Licensed Practical Nurses (LPNs), Certified Nursing Assistants (CNAs), and others.
2. Independent Healthcare Facilities: These are organizations or institutions looking to access on-demand talent. This group includes hospitals, outpatient clinics, long-term care facilities (such as skilled nursing facilities and nursing homes), clinical laboratories, hospices, and other medical institutions. Representatives of these healthcare facilities are also considered “Users.”

Section 4: BetleyHub Marketplace Platform

BetleyHub operates as an online marketplace platform that facilitates connections between USERS, including independent healthcare professionals (e.g., CNAs, LPNs, LVNs, RNs etc.) and independent healthcare facilities or medical institutions (e.g., hospitals, outpatient clinics, long-term care facilities, clinical labs, hospices) through digital tools.

Description of Services

1. BetleyHub’s marketplace platform serves as a connection point for talented healthcare professionals looking to fill Per Diem or short-term staffing positions with healthcare facilities or medical facilities. The platform is accessible to both independent healthcare professionals and healthcare facilities, aiming to streamline their interactions for maximum efficiency and productivity.
2. BetleyHub enables healthcare professionals to access healthcare facilities seeking their services. The platform allows healthcare facilities to post shifts in demand, while healthcare professionals can find and book shifts that align with their preferences.
3. Users, whether healthcare professionals or facilities, have the autonomy to decide on shifts, bookings, and scheduling. BetleyHub does not recommend or introduce healthcare professionals to medical facilities, emphasizing the responsibility of users to assess the suitability of shifts, healthcare facilities, or healthcare professionals.

BetleyHub’s Role as an Online Marketplace Platform

1. BetleyHub positions itself as a “MARKETPLACE PLATFORM” where healthcare professionals and facilities connect, communicate, and transact business efficiently. The platform serves as a medium of exchange, acting as an intermediary to facilitate the exchange of services and money between healthcare professionals and facilities.

What BetleyHub Does Not Do

1. Disclaimer of Responsibility: BetleyHub explicitly disclaims any responsibility or liability for professional risks associated with healthcare professionals working in facilities. The platform does not post, select, or schedule shifts for Users and does not recommend or introduce healthcare professionals to facilities, or vice versa.
2. User Autonomy: Through the BetleyHub marketplace platform, Users have the autonomy to choose their shifts, facilities, and bookings. BetleyHub does not engage in suggesting, recommending, or selecting Users for each other.
3. User Responsibility: Users, whether healthcare facilities or professionals, are solely responsible for investigating, evaluating, and determining the suitability of shifts and professional services offered on the platform.
4. Facilitation of Connections: BetleyHub emphasizes its role solely as a facilitator of connections, leaving all decision-making and responsibility in the hands of the Users.

Nature of the Relationship Between the Parties

The Parties acknowledge and agree that their relationship is strictly that of an independent contractor arrangement and not that of an employer-employee, partnership, joint venture, or any other form of association. Each Party retains full control over its respective operations and responsibilities, and nothing in this Agreement shall be construed as creating an employment relationship or imposing any obligations typically associated with such a relationship.

1. Independent Contractor Status
   You are engaged as an independent contractor of BetleyHub, and this Agreement does not establish any form of association, partnership, joint venture, employment, or agency relationship between you and BetleyHub for any purpose. You do not have, and shall not claim to have, any authority to enter into contracts, accept agreements, or make representations on behalf of BetleyHub.
2. No Employment Benefits or Tax Withholding
   As an independent contractor:
   • You are not entitled to any employee benefits provided by BetleyHub, including but not limited to vacation pay, health or life insurance, disability coverage, profit sharing, retirement plans, or any other fringe benefits.
   • BetleyHub will not withhold or pay any federal, state, or local taxes on your behalf, including but not limited to income tax, payroll tax, Social Security tax, unemployment insurance, or disability insurance.
   • You are solely responsible for fulfilling these tax obligations and agree to indemnify BetleyHub against any claims, penalties, or liabilities resulting from your failure to meet these obligations.
3. Business Independence & Marketplace Participation
   You acknowledge and agree that:
   1. Both BetleyHub and Users (contractors and client facilities) operate as independent and distinct business entities, each providing services that fall outside the ordinary course of the other’s business operations.
   2. You are customarily engaged in an independently established trade, profession, or business that aligns with the Contracted Services you offer to Clients (facilities), and you intend to continue such activities regardless of the duration of this Agreement.
   3. Nothing in this Agreement or your participation in the BetleyHub Marketplace restricts your ability to engage in other business endeavors, commercial pursuits, or the provision of services to third parties, including other healthcare facilities or staffing platforms.

Section 5: User Independence and Liability

1. User Autonomy: All Users shall operate independently, without any influence or control from BetleyHub.
2. Independent Contractor Status: Healthcare professionals engaging with BetleyHub are recognized as independent contractors and are not employees of BetleyHub.
3. Facility Independence: Healthcare facilities shall independently request professional services via BetleyHub’s platform. They maintain full control over selecting the appropriate professionals for any given shift, free from any influence or control by BetleyHub.
4. Liability for Relationships: Medical and healthcare facilities assume full responsibility and liability for establishing business relationships with healthcare professionals, including their classification as independent contractors.
5. Decision-Making Responsibility: Medical and healthcare facilities shall make their own decisions regarding the professionals they engage for services. They bear all responsibility and liability for accurately classifying professionals who book and complete shifts at their facilities.
6. Independent Classifications: Medical and healthcare facilities may choose to classify healthcare professionals according to their own criteria. However, such classifications shall not affect the relationship between BetleyHub and the healthcare professionals, who will remain classified as independent contractors.
7. BetleyHub’s Neutral Position: Medical and healthcare facilities acknowledge that BetleyHub has no involvement or influence over their classification decisions.
8. Compliance with Laws: Medical and healthcare facilities agree that their classification of healthcare professionals is appropriate and compliant with all applicable laws, rules, and regulations.
9. BetleyHub’s Limited Liability: Users acknowledge that BetleyHub has no input into, nor bears any liability for, the classification of healthcare professionals, whether in general or for specific shifts booked through the BetleyHub platform.

Job Evaluation

Terms and Conditions: Professional and Facility Responsibilities

BetleyHub does not monitor the licensure status or track the hours worked by healthcare professionals to meet federal, state, or local requirements. Each professional is solely responsible for ensuring their licenses and certifications are up to date.

1. Position Evaluation: Healthcare facilities are solely responsible for assessing the duties, responsibilities, scope, and complexity of a position description to determine the most appropriate job title in alignment with job specifications and standards.
2. Pre-Engagement Investigation: Before engaging any healthcare professional, facilities must conduct their own investigations. They hold full responsibility for all decisions made regarding the selection and engagement of professionals for services within their facility.
3. Account Creation and Verification: Healthcare professionals must undergo background checks, phone interviews, and other necessary verification processes to create an account. BetleyHub makes no representations and disclaims any liability concerning a professional’s credentials, background, work quality, job knowledge, or working relationships.
4. Liability for Classification: Healthcare facilities bear sole responsibility for accurately classifying healthcare professionals as independent contractors according to applicable legal guidelines.
5. Compliance with Legal Guidelines: Healthcare facilities must ensure that their classification of professionals is proper and made in compliance with all applicable laws.
6. Professional Work Parameters: BetleyHub does not set professionals’ work hours, locations, or determine the type or manner of compensation to be paid for any Request.
7. Training and Equipment: BetleyHub will not provide any training, equipment, tools, labor, or materials needed for any Request. These responsibilities rest solely with the professionals and facilities.
8. No Employment Withholding: BetleyHub will not withhold taxes for professionals, including unemployment, social security, or other taxes, as it would for employees.
9. Tax Responsibilities: Users are solely responsible for filing tax returns and making payments to federal, state, or local tax authorities related to the professional’s services.
10. Non-Exclusive Engagements: For independent contractors, medical facilities cannot require an exclusive relationship. Professionals may work with other individuals or businesses, including competitors of the facility.
11. Freedom for Independent Contractors: Independent contractors are free to perform requests or engage with any business outside of the medical facility, including competitors.
12. Employer-Employee Contracts: For contracts classified as employer-employee relationships, the medical facility must manage the request through BetleyHub’s payrolling program, where professionals become hourly employees of BetleyHub’s staffing affiliate. In such cases, appropriate additional agreements will be executed between the professional and the medical facility.
13. Indemnification: Users agree to indemnify, defend, and hold BetleyHub harmless from any claims arising out of or related to a request, including misclassification of professionals as independent contractors or any legal determinations regarding the professional’s status under employment laws.
14. Dispute Resolution: Any disputes concerning professional services must be resolved directly between healthcare professionals and the medical facilities.
15. No Partnership or Agency Relationship: This agreement does not establish any partnership or agency relationship between BetleyHub and medical facilities.
16. Contractual Authority: BetleyHub does not possess the authority to enter into contracts, whether written or oral, on behalf of medical facilities.
17. No Control Over Services: BetleyHub does not supervise, direct, or control the work or services performed by professionals in any manner.

Section 6: BetleyHub's Role and Disclaimers

BetleyHub functions as a communication and contracting platform, facilitating compensation transactions between Facilities and Professionals.

6.1 Medium for Communication and Contracting: BetleyHub acts as an intermediary, providing a medium for communication, contracting, and the facilitation of compensation agreements between Facilities and Professionals.

6.2 Non-Participation in Agreements: BetleyHub explicitly states that it is not a party to the agreements formed between Facilities and Professionals upon a Facility’s Request and a Professional’s acceptance.

6.3 Liability Disclaimer: BetleyHub disclaims any liability arising from engagements between Facilities and Professionals. The platform does not assume responsibility for the execution of services or the outcomes of such engagements.

1. BetleyHub offers the Platform “in its current state” and “subject to availability,” disclaiming all representations and warranties, whether express, implied, statutory, or otherwise. This includes but is not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Additionally, BetleyHub does not guarantee the reliability, timeliness, quality, suitability, or availability of the Platform or any services requested through it, nor does it warrant that the services will be uninterrupted or error-free.
2. BetleyHub does not exert control over or endorse any content or third-party content available on or linked to by the Platform. It also does not warrant that the Platform is free of viruses or other harmful components. It’s acknowledged and agreed that BetleyHub does not function as a medical provider. Furthermore, the listing of professionals or facilities on the Platform is not an endorsement or recommendation by BetleyHub. BetleyHub holds no liability to you for any harm resulting from the acts, omissions, or misconduct of any professional or any employee, contractor, or agent of any facility, regardless of reliance on information collected, generated, or stored on the Platform.
3. You acknowledge that you bear full responsibility for any risks associated with your utilization of the Platform, to the fullest extent allowed by applicable law.

6.4 Non-Involvement in Professional Services: BetleyHub does not provide or request Professional Services, offer training or supervision, nor does it establish an employment or agency relationship between Professionals and Facilities.

6.5 Independent Status of Users: Professionals and Facilities using BetleyHub are not considered agents, employees, or apparent agents of BetleyHub. Each user maintains an independent status.

6.6 Lack of Control Over User Actions: BetleyHub explicitly states that it does not control feedback, ratings, or actions of Users. Additionally, the platform does not function as a healthcare service provider.

Section 7: Account Registration and Management

7.1 Registration and Acceptance

7.1.1 Account Registration Process:

• Upon initiating registration for a BetleyHub account to access the Services and Site, or by using the Site or Services after the Effective Date, users agree to adhere to the outlined Terms of Service.
• Registration may be declined at BetleyHub’s discretion for any lawful reason.

7.1.2 Account Eligibility:

• BetleyHub provides the Site and Services exclusively for business purposes. Registrants assert their commitment to using them for business, representing either a legal entity or an individual aged 18 or older capable of entering into legally binding agreements.

7.1.3 Account Profile:

• Creating a user profile is mandatory for accessing the Site and Services.
• Users commit to providing accurate information on their Profile and updating it as necessary.
• False or misleading information is prohibited, and corrections must be made promptly.

7.1.4 Identity and Location Verification:

• Account verification involves validation against third-party databases and confirming identity, location, and business details.
• BetleyHub may make inquiries and request official documents to validate information.
• Account features may be temporarily limited during the verification process.

7.1.5 Usernames and Passwords:

• Users must select a unique username and password during registration.
• Confidentiality of credentials is the user’s responsibility.
• Sharing credentials is prohibited.
• Users must notify BetleyHub promptly of any unauthorized access or use.
• BetleyHub assumes authorized usage based on provided credentials.

7.2 Account Types and Permissions

7.2.1 Independent Healthcare Facility (IHCF) Account:

• Users can register under an Independent Healthcare Facility (IHCF) Account.
• Varying permissions are granted to individuals acting on behalf of the IHCF Account.

7.3 User Authentication and Security

7.3.1 Identity Verification:

• Verification processes, including government document validation, are implemented to confirm users’ identity, location, and business affiliation.
• Account features are restored upon successful verification.

7.3.2 Usernames and Passwords Security:

• Users are responsible for securing and maintaining the confidentiality of their chosen usernames and passwords.
• Unauthorized sharing is prohibited.
• Immediate notification of any suspicious activity is required.

7.4 Continuous Account Management and Improvements

7.4.1 Profile Updates:

• Users should regularly update their profiles with accurate information.
• BetleyHub encourages users to promptly correct any inaccuracies or changes in their profile details.

7.4.2 Security Enhancements:

• BetleyHub continuously works to enhance security measures for user accounts.
• Users are encouraged to stay informed about security updates and best practices.

7.4.3 User Education:

• BetleyHub provides resources and information to educate users about account security and best practices.
• Users are encouraged to utilize these resources to maintain a secure account.

7.4.4 Feedback Mechanism:

• BetleyHub welcomes user feedback on account management processes.
• Users are encouraged to provide suggestions for improvements.

Section 8: Professional Registration, Verification, and Insurance Obligations

8.1 Account Registration and Eligibility:

• To access Platform Services, users must register and maintain a single active User account (“Account”).
• Eligibility criteria include a minimum age of 18 or legal majority in the U.S., U.S. residency, and no prior ban from the Platform.
• Users are limited to one Account unless expressly permitted otherwise by BetleyHub.

8.2 Accuracy in Registration Data:

• Users commit to providing accurate and comprehensive information in the registration form, including health-care-related licenses, educational degrees, and professional certifications (“Registration Data”).
• Maintaining up-to-date Registration Data is essential for accuracy.
• Failure to provide accurate information may result in the suspension or termination of the Account.
• Users should promptly update changes in contact information, professional credentials, and licensure status.

8.3 Authorization for Professional Data Verification:

• BetleyHub conducts comprehensive verifications in alignment with The Joint Commission’s (“TJC”) requirements and Facility directives.
• Verifications encompass identity, competence, and credentials and are conducted directly or through third-party vendors.
• Users consent to the sharing of relevant information with Facilities for verification purposes.

8.4 Criminal Background Checks:

• BetleyHub performs local, state, and federal background checks covering the past seven years.
• Continuous authorization for these checks throughout active Requests.
• Users should disclose any changes in criminal history promptly.
• Facilities are notified of any convictions involving violent crimes, theft, possession or receipt of stolen property, and drug-related offenses.

8.5 Education and Licensure Verification:

• Verification of education, licenses (including Compact State Licensure), certifications, and additional credentials.
• Users authorize BetleyHub to conduct Education and Licensure Verification as necessary.
• Timely update of any changes in education, licenses, and certifications is mandatory.

8.6 Social Security Number Validation:

• BetleyHub validates social security numbers before the provision of Professional Services.
• Authorization granted for Social Security Number Validation as required.
• Users must ensure the completeness and accuracy of their social security information.

8.7 Previous Work Experience Verification:

• Verification of relevant work and employment experience.
• Users authorize BetleyHub to perform Previous Work Experience Verification.
• Sharing comprehensive work history details, including responsibilities and achievements, is encouraged.

8.8 No Exclusions or Sanctions Verification:

• BetleyHub verifies the absence of users from specific exclusion lists.
• Authorization granted for Exclusions Verification.
• Users should promptly inform BetleyHub of any changes in exclusion status.

8.9 Ongoing Checks and Verification:

• Continuous authorization for BetleyHub to conduct Criminal Background Checks and Education and Licensure Verification during active Requests.
• Users should notify BetleyHub of any changes in their professional status.

8.10 Provision of Additional Information:

• Users commit to providing necessary documentation and information upon BetleyHub’s request.
• Additional information may include updated resumes, certifications, and any changes in personal or professional circumstances.

Section 9: Changes to Agreement

This Agreement is subject to change at our discretion. Changes don’t apply to pending arbitrations. Regularly check for updates on the Website or Mobile Apps. Changes are effective immediately for new Users or 30 days after notice for existing users. Continued use post-change constitutes acceptance.

Changes to this Agreement will be indicated by updating the “Most Recent Update” at the top of the document and will be made available on our Website and Mobile Apps. Newly registered Facility Users will immediately be subject to the updated Agreement, while existing users will have a 30-day grace period following the announcement of changes. Consent to the updated Agreement may be necessary before continued use of our Platform. Failure to consent to any modifications after notification will result in the discontinuation of Platform use. Otherwise, continued use will be deemed acceptance of the changes.

Section 10: Staffing Requests

10a. Completed and Recurring Requests:

1. Completed Request: Refers to the successful completion and delivery of Professional Services that meet the standards and requirements set forth by the Facility. This entails ensuring that the services provided are in line with the Facility’s expectations and specifications. Additionally, it involves obtaining formal acknowledgment or approval from the Facility upon the satisfactory completion of the services rendered.
2. Recurring Request: Denotes requests that are recurrent and follow a predetermined timetable. Facilities are accountable for establishing a transparent and well-defined schedule, while Professionals are obligated to maintain consistent adherence to it. This requires Professionals to demonstrate reliability and timeliness in executing assigned duties as per the scheduled appointments or shifts.

10b. Acceptance of a Request:

1. Professionals meticulously review Request details before acceptance, ensuring complete adherence to all specified requirements. This entails a comprehensive understanding of the scope, timelines, and any special considerations outlined in the Request. Additionally, Professionals prioritize effective communication with Facilities to clarify any ambiguities and ensure alignment with the Facility’s expectations.
2. Upon acceptance, each Request is formally incorporated into this Agreement, thereby becoming an integral component thereof. Professionals commit to upholding the terms and conditions specified within the accepted Request, demonstrating their dedication to delivering exemplary services in alignment with the Facility’s requirements. This commitment underscores the Professional’s responsibility to fulfill their obligations promptly and effectively, ensuring the seamless provision of healthcare services within the Facility.

10c. Non-Delegation of Requests:

1. Professionals are expressly prohibited from delegating the execution of Professional Services to third parties. This strict guideline is in place to uphold accountability and maintain stringent quality control measures. By directly performing the services themselves, Professionals can ensure adherence to the highest standards and uphold the integrity of the services provided to the Facility.
2. Immediate notification to BetleyHub is mandatory if any attempt for payment or engagement by another user is detected in violation of this rule. Timely reporting is crucial for addressing any unauthorized activities promptly and safeguarding the integrity of the platform. This proactive approach ensures that appropriate measures can be taken swiftly to rectify any breaches of policy and maintain the trust and security of all users involved.

10d. Facility Cancellation of a Request:

1. Facilities retain the prerogative to cancel an Accepted Request before the commencement of Professional Services. In such cases, clear communication and justification are anticipated from the Facility to ensure transparency and mutual understanding. This practice fosters effective collaboration and allows for the resolution of any concerns or issues that may arise prior to the initiation of services.
2. BetleyHub acknowledges that non-cancellation cannot be guaranteed and respects the Facility’s decision in this regard. Open communication channels are encouraged to facilitate the resolution of any concerns or issues that may arise. This approach promotes transparency and collaboration, allowing for effective problem-solving and fostering a positive working relationship between BetleyHub and the Facility.

10e. Professional Cancelling an Accepted Request:

1. In the event that a Professional opts to cancel an Accepted Request within 24 hours of its scheduled start, BetleyHub reserves the right to temporarily pause their Account. This underscores the significance of reliability and the commitment to honoring scheduled services. Such measures are implemented to uphold the integrity of the platform and ensure the consistent provision of high-quality services to Facilities.
2. For further details and guidance, BetleyHub’s Community Resources offer valuable information. Professionals are encouraged to utilize these community resources to gain a better understanding of and adhere to cancellation policies effectively. This proactive approach facilitates clarity and compliance with platform guidelines, promoting professionalism and accountability among users.

10f. Facility Onboarding and Orientation:

1. Facilities are entrusted with the responsibility of conducting comprehensive onboarding processes, which encompass orientation to the unit, setting, policies, procedures, and relevant protocols. This meticulous onboarding is instrumental in ensuring a seamless integration of Professionals into the Facility’s environment, fostering a conducive atmosphere for collaboration and optimal service delivery.

10g. Timekeeping:

1. Professionals are mandated to accurately record all hours worked using both the Facility’s designated timekeeping systems and the BetleyHub Platform. This dual timekeeping approach is implemented to guarantee transparency and precision in documenting work hours, facilitating reliable and verifiable records for both the Facility and BetleyHub.
2. In the event of disputes, BetleyHub’s timekeeping data is deemed the accurate record, establishing the platform as the primary source for resolving any discrepancies. This protocol ensures consistency and reliability in addressing discrepancies, fostering trust and accountability within the BetleyHub community.

10h. Collaborative Responsibilities:

1. Professionals are obligated to promptly report any incidents related to the provision of Professional Services and strictly adhere to safety regulations. With safety as a top priority, incident reporting serves as a proactive measure to address potential issues swiftly and effectively. This commitment to safety underscores BetleyHub’s dedication to maintaining a secure and conducive environment for all users.
2. Reporting incidents can be conveniently done through an online form. This online reporting tool offers a quick and efficient means for Professionals to communicate incidents to BetleyHub, ensuring timely and streamlined incident management processes.
3. Compliance with OSHA and CDC regulations is an obligatory requirement. Adherence to these regulations is non-negotiable to ensure a safe and compliant work environment, prioritizing the health and well-being of all individuals involved.

Section 11: Professional Classification

(a) Facility Responsibility & BetleyHub's Role

Facilities are solely responsible for selecting the Professionals they engage to provide Professional Services through the BetleyHub Marketplace. While Facilities may implement background checks, credential verification, or other screening processes, BetleyHub does not:

• Guarantee the suitability, reliability, or timeliness of any Professional.
• Make representations regarding a Professional’s qualifications or performance.
• Assume any liability related to the Professional Services rendered to Facilities or their patients.

Facilities acknowledge that BetleyHub acts solely as a technology platform connecting independent contractors with Facilities and does not oversee or control the provision of Professional Services.

(b) Independent Contractor Status & Facility Compensation

As an independent contractor, you acknowledge that:

• BetleyHub does not employ Professionals and does not dictate their work hours, location, or specific job duties.
• Each Facility determines the final terms, conditions, and compensation rate for any Request (shift or engagement).
• BetleyHub does not establish employment relationships between Facilities and Professionals, nor does it control how Facilities compensate Professionals.

(c) Non-Exclusivity & Business Freedom

Facilities cannot require Professionals to maintain an exclusive working relationship. Professionals are free to:

• Accept or decline any Requests from a Facility.
• Provide services to multiple Facilities through the BetleyHub Marketplace.
• Engage with other businesses, including competitors of any Facility, without restrictions.

Nothing in this Agreement creates a partnership or agency relationship between Facilities, Professionals, and BetleyHub.

(d) Contractual Limitations & Dispute Resolution

BetleyHub does not:

• Have the authority to enter into contracts (express or implied) on behalf of Facilities or Professionals.
• Mediate or resolve disputes between Facilities and Professionals regarding Professional Services, compensation, or contract terms.

Facilities and Professionals agree to address any disputes related to Professional Services directly, without involving BetleyHub in legal or operational matters beyond platform facilitation.

Section 12: Fees

12.1: Fee for the performance of Professional Services

BetleyHub shall remit to professional the fees for the performance of the Professional Services, referred to as the “Fee for Professional Services.” The following terms apply to the Professional Fee:

1. Calculation: Unless professional negotiate a different rate with the Facility, BetleyHub calculates the estimated rate for a particular Request based on base rates established through local market rates for the nature and type of Professional Services, the professional will perform, adjusted for factors such as the type of Professional required, whether the Request is recurring, location, competencies, experience level required, and others. Facilities ultimately determine the rate they will pay for a particular Request (“Facility Set Rate”).
2. Facility Set Rate Specification: The Facility Set Rate associated with each Request will be specified as part of the Request listing before professional accept and begin performing the Professional Services. Once professional accept and start performing the Professional Services for any Accepted Request, the Facility Set Rate cannot be adjusted.
3. Extended Rate: For Professionals providing Professional Services in California, an enhanced fee (“Extended Rate”) is applicable. This rate is one and one half (1.5) times the hourly Facility Rate for working over eight but less than 12 hours in a Request. Additionally, for Professionals providing Professional Services in California, the Extended Rate is two times the hourly Facility Set Rate for working over 12 hours in a Request.
4. Professionals providing Professional Services in Colorado are eligible for an Extended Rate of one and one half (1.5) times the hourly Fee for Professional Services for working over 12 hours in a Request, within a single workday starting at the beginning of the workweek.
5. Professionals in other jurisdictions may also qualify for an Extended Rate if specified in the applicable Request.
6. For determining the Extended Rate, a “workday” is defined as starting at 12:00 p.m. and ending at 11:59 a.m.
7. For clarification, when providing Professional Services at the same Facility in California, Colorado, or another eligible Facility for an Extended Rate, whether it’s for a single Request spanning multiple days or across multiple Requests within a single workday, the Extended Rate calculation applies.
8. BetleyHub does not impose any deductions, charges, or service fees from the Professional Fee.

12.2: Payment Terms

BetleyHub shall remit the Fee for Professional to professional in accordance with the agreed-upon terms. All Professional Fees are denoted in U.S. dollars unless explicitly stated otherwise by BetleyHub.

12.2(a): Tax Responsibilities

Healthcare Facilities bear sole responsibility for filing any necessary tax returns and making payments to any U.S. federal, state, or local tax authority regarding their use of the BetleyHub Platform and any payments made to Professionals under this Agreement. You agree to assume full liability for adhering to all relevant state and federal regulations, including those pertaining to employer tax obligations, such as payroll taxes, social security, unemployment insurance, disability insurance, and other levies based on payments made to Professionals through the Platform.

BetleyHub will not withhold or remit payments for taxes, social security, unemployment insurance, disability insurance contributions, or procure workers’ compensation insurance on behalf of Healthcare Facilities. BetleyHub does not provide tax advisory services.

• The "Facility Set Rate" will also be denoted as the "Facility Rate." Similarly, the "Fee for Professional Service" will also be known as the "Professional Fees."

12.2(b): Non-Circumvention Policy

The continued success of BetleyHub depends on maintaining a dynamic and mutually beneficial ecosystem of healthcare facilities (“Facilities”) and healthcare professionals (“Professionals”). To ensure the integrity of this system, Facilities agree to the following Non-Circumvention Policy:

1. Exclusive Use of BetleyHub for Requests and Payments: Facilities are required to use the BetleyHub Platform exclusively for all Requests and payments related to Professional Services that were initiated or secured through the Platform. This obligation extends for a period of twelve (12) months following the completion of the last fulfilled Request (the “Non-Circumvention Period”).
2. Restricted Engagement During the Non-Circumvention Period: During the Non-Circumvention Period, Facilities are prohibited from directly or indirectly engaging Professionals connected via the BetleyHub Platform outside of the Platform. This includes making direct Requests, engaging Professionals for services, or issuing payments without using BetleyHub’s Platform as the intermediary.
3. Prohibited Conduct: The following actions are considered violations of this Agreement during the Non-Circumvention Period:
• If a Facility offers or arranges to compensate a Professional outside of the BetleyHub Platform for any services that were originally facilitated through BetleyHub.
• If a Facility engages, contracts, or hires a Professional outside of the Platform without BetleyHub’s prior written consent.

By adhering to this Non-Circumvention Policy, Facilities contribute to maintaining the integrity and efficiency of the BetleyHub Platform, ensuring a fair and reliable marketplace for all users. Violation of this policy may result in penalties or account termination as outlined in the Agreement.

12.2(c): Opting Out: Declining Participation or Choosing to Withdraw

Facilities have the option to waive the restriction outlined in Section 12(b) by remitting an opt-out fee to BetleyHub. This fee amounts to 17.5% of the anticipated annualized salary or wages for one year, should the Facility propose regular employment or per-diem arrangements with a Professional (“Choosing to Withdraw Fee”).

BetleyHub reserves the right, at its sole discretion, to determine whether a Facility has violated Section 12(b). If a breach is identified, BetleyHub or its affiliates may choose, at their discretion:

1. Issue an invoice for the Choosing to Withdraw Fee (inclusive of interest), which must be settled within 30 days.
2. Terminate the Facility’s Account and revoke authorization to access the BetleyHub Platform.
3. Bill the Facility for all incurred losses, expenses, and reasonable fees (including attorney fees) associated with investigating the breach and collecting the fees.
4. Provide instructions for remitting the Choosing to Withdraw Fee, which can be requested by emailing support@betleyhub.com.

Ancillary Agreement: Facilities acknowledge and consent that the primary objective of this Agreement is to formalize the engagement of Professional Services through BetleyHub and its Platform. Furthermore, the Non-Circumvention section serves as a supplementary, secondary, and complementary component to that primary business objective.

Section 13: Disputes Between You and BetleyHub

In the event of a dispute, the resolution process applicable to you is explicitly outlined in the agreement with BetleyHub. This mandatory agreement is a prerequisite for creating your account and gaining access to BetleyHub’s marketplace. It ensures a structured and transparent approach to dispute resolution, fostering trust and accountability within the platform.

Section 14: General

14.1 Entire Agreement

These Terms of Service constitute the comprehensive agreement and understanding between you and BetleyHub regarding the subject matter. They not only supersede but also nullify any prior or contemporaneous discussions, agreements, representations, warranties, and other communications—whether written or oral—related to the subject matter. The inclusion of section headings is for reference ease and carries no binding effect. Despite BetleyHub’s role in drafting the Terms of Service, your confirmation of having sufficient time to review and decide ensures a fair and informed agreement. In cases of ambiguity, no presumption or burden of proof will arise favoring or disfavoring either party based on the authorship of any provision.

14.2 Modification: Waiver

Any modification or amendment to the Terms of Service must be agreed upon in writing by a duly authorized representative of BetleyHub or posted on the Site by BetleyHub. Email does not meet the criteria of a written instrument under this section. The failure to act in response to a breach by you or others does not waive BetleyHub’s right to act in response to subsequent or similar breaches. BetleyHub does not guarantee acting against all breaches of this Agreement.

14.3 Severability; Interpretation

If any provision of these Terms of Service is found to be illegal, invalid, or unenforceable under applicable law, it will only be ineffective in the jurisdiction where such illegality, invalidity, or unenforceability arises. The provision will be modified to the extent necessary to comply with applicable law and achieve the intended effect of the parties. The illegality, invalidity, or unenforceability of a provision in one jurisdiction will not affect its validity or enforceability in any other jurisdiction, nor will it affect the validity or enforceability of any other provision in any jurisdiction. This Agreement survives termination. If any provision is held invalid, remaining provisions are fully enforced under the law.

14.4 Consent to Use Electronic Records

Concerning the Terms of Use for the Site and Services outlined below, you may have the opportunity to receive certain records from BetleyHub or its affiliates, such as contracts, notices, and communications, in written form. To streamline your use of the Site and the Site Services, you grant us permission to deliver these records to you electronically instead of in traditional paper form. By providing your consent to receive electronic records, you acknowledge the benefits of efficiency, accessibility, and convenience associated with electronic communication. You also understand that you have the right to withdraw your consent to electronic records at any time, upon written request to BetleyHub. However, please note that withdrawal of consent may impact your ability to access certain features or services of the Site and the Site Services.

14.4.1 Electronic Messages:

The terms outlined in this section apply to individuals who: (1) subscribe to receive text or SMS/MMS messages from BetleyHub, (2) send messages to BetleyHub via SMS or MMS, or (3) authorize autodialed calls as per these Terms. By signing up for BetleyHub’s text alert program or consenting to text messages or calls in accordance with these Terms, you explicitly agree to receive such communications on behalf of BetleyHub under the following circumstances (referred to as the “Text Services”):

1. Operational communications regarding your user account, registration progress, use of BetleyHub’s Site Services, or features available in connection with BetleyHub’s Site Services.
2. Communications regarding available shifts, posted shifts, work assignments with BetleyHub users.
3. Updates concerning BetleyHub and industry developments that may affect your relationship with BetleyHub.
4. Account verification communications.

Text Services and Marketing Communications

By enrolling in BetleyHub’s Text Services, you expressly consent to receiving messages, including those that may contain marketing content. You may opt out of these services at any time by texting STOP to +1 (323) 439-8092 from your registered mobile device. Upon opting out, you will receive a final confirmation message acknowledging that you will no longer receive messages related to the Text Services.

For assistance, you may text HELP to the same number. While BetleyHub does not charge a fee for using the Text Services, your mobile carrier may apply standard message and data rates depending on your messaging or phone plan. It is your responsibility to be aware of any charges imposed by your carrier.

Service Limitations and Availability:

• The frequency of messages may vary, and service availability is not guaranteed in all areas.
• SMS/MMS messages are transmitted through third-party network providers, and BetleyHub cannot guarantee message delivery or performance.
• Delays or failures in message transmission may occur due to factors beyond BetleyHub’s control, such as network issues or carrier-related changes.
• If your wireless carrier or mobile device settings change, the Text Services may not function properly.

To receive Text Services, you must use a compatible wireless device, be subscribed to a participating mobile carrier, and ensure your device is capable of receiving text messages. BetleyHub is not responsible for any disruptions or charges incurred due to carrier policies or device limitations.

14.5 Unforeseeable Circumstances

The parties engaged in these agreement or Terms of Service shall not be liable for failing to fulfill, or for any delay in fulfilling, any obligation hereunder for a reasonable duration due to uncontrollable circumstances. Such circumstances include, but are not limited to, labor disputes, accidents, fires, floods, telecommunications or Internet outages, strikes, wars, riots, civil unrest, blockades, government actions, regulatory requirements, or legal restrictions, or any other conditions beyond the reasonable control of the party affected.

14.6 Prevailing Language and Location

In the event of any inconsistencies between translated versions, if available, the English language version of the agreement or Terms of Service will take precedence and govern all aspects. This provision ensures clarity and uniform interpretation across all users, irrespective of language variations.

14.7 Assignability

You must obtain prior written consent from BetleyHub, in the form of a written instrument signed by an authorized representative, to assign the Terms of Service or any rights or obligations herein. However, BetleyHub has the liberty to freely assign these Terms of Service without requiring your consent. Any attempt to assign or transfer in violation of this provision is considered void. Nonetheless, these Terms of Service remain binding and beneficial to the successors, heirs, and permitted assigns of both parties.

Section 15: Payment Methods

Financial Transactions and Authorization Protocols

To access certain BetleyHub Services, users must provide account details for at least one valid payment method. By using the Services, you authorize BetleyHub to:

• Conduct credit card authorizations on all cards you provide.
• Store your credit card and banking details as your designated payment method.
• Charge your specified payment method for fees and other amounts owed under the Terms of Service or Agreement.

In accordance with applicable laws, you acknowledge and agree that BetleyHub may utilize third-party vendors and service providers to process payments and manage your payment information.

By providing payment method details on the BetleyHub Site and authorizing transactions, you represent, warrant, and covenant that:

1. You are legally authorized to provide the payment information.
2. You have the legal authority to make payments using the specified method.
3. If acting on behalf of a company or individual that owns the payment method, you have explicit authorization to use it for transactions on BetleyHub.
4. Your use of the payment method complies with all applicable laws and the terms governing its use.

When authorizing a payment via the Site, you also confirm that sufficient funds or credit are available in the designated payment method to complete the transaction. If any amounts owed under the Agreement and Terms of Service cannot be collected from your payment method, you are solely responsible for settling the outstanding balance through alternative means.

This structured approach to financial transactions ensures secure and transparent payment processing while emphasizing user responsibility for maintaining sufficient funds and complying with relevant regulations.

Section 16: Arbitration Agreement

16.1. Agreement to Resolve Disputes Through Arbitration

BetleyHub and the Facility (“you”) agree that any dispute, controversy, or claim arising out of or related to this Agreement—including but not limited to any breach, termination, relationship with BetleyHub, or engagements with healthcare professionals through the BetleyHub Platform (collectively, a “Claim”)—shall be resolved exclusively through binding arbitration or small claims court, rather than through litigation in any other court.

This arbitration agreement applies to any Claim, including those based on statutory, common law, or contractual grounds, and covers disputes related to:

• Payments, invoicing, and financial obligations
• Compliance with this Agreement
• Professional conduct and responsibilities
• Any other matter concerning the Facility’s use of the BetleyHub Platform

16.2. Waiver of Class Actions and Jury Trials

By agreeing to arbitration, both parties waive:

• The right to a trial by jury
• The right to bring or participate in any class action, collective, or representative proceeding in any court or arbitration forum.

16.3: Arbitration Procedures

16.3.1. Governing Rules and Location

Arbitration shall be conducted by the American Arbitration Association (AAA) in accordance with its rules, available at www.adr.org, except as modified by this Agreement or as otherwise agreed upon by both parties. Arbitration will take place in the county where the contract was executed before a single Arbitrator.

16.3.2. Selection of Arbitrator

The Arbitrator shall be selected through mutual agreement between the parties. If an agreement cannot be reached, the following procedure shall apply: (i) The AAA will provide both parties with a list of ten (10) potential Arbitrators. (ii) If no mutual selection is made, each party shall return their list to the AAA within ten (10) days, striking all unacceptable candidates and ranking the remaining candidates in order of preference. (iii) The AAA will appoint the candidate with the highest aggregate ranking. (iv) If no mutually acceptable candidate is identified, the AAA will provide a second list of ten (10) Arbitrators, and the parties shall repeat steps (ii) and (iii). (v) If no agreement is reached after the second round, the AAA may exercise its discretion in appointing the Arbitrator.

16.3.3. Authority of the Arbitrator

The Arbitrator shall have exclusive authority to determine the validity, enforceability, and scope of this Agreement, as well as the arbitrability of any dispute between the Parties, except for disputes that must be resolved by a court of competent jurisdiction.

16.3.4. Arbitration Process and Decision

1. The Arbitrator shall permit reasonable discovery to allow a fair examination of the issues while maintaining the efficiency of arbitration.
2. A written, reasoned decision shall be provided, detailing factual findings and legal conclusions.
3. The Arbitrator’s decision shall be final and binding on both parties, subject to judicial review as permitted by applicable law.
4. The arbitral award shall apply only to the involved parties and will not have any preclusive effect on future arbitrations or legal proceedings involving other parties.

16.3.5. Arbitration Costs and Fees

BetleyHub shall cover all arbitration-specific costs, including the Arbitrator’s fees and any portion of the AAA filing fee that exceeds the standard civil court filing fee. BetleyHub will not seek reimbursement for attorneys’ fees or arbitration costs unless the Arbitrator determines that the claim was frivolous or filed for an improper purpose, as defined by Federal Rule of Civil Procedure 11(b).

16.3.6. Judgment and Enforcement

A judgment based on the Arbitrator’s award may be entered in any court of competent jurisdiction.

16.3.7. Small Claims Court Option

Either party may pursue claims in small claims court in the county where the contract was executed or where the claimant resides, provided the claim falls within the court’s jurisdictional limits.

(a) Exclusions from Arbitration

Claims involving sexual harassment, sexual assault, and certain administrative claims before local, state, or federal government agencies are excluded from this arbitration agreement. However, filing an administrative claim to exhaust remedies before arbitration is not waived. If further proceedings are necessary following administrative resolution, they will proceed via arbitration or small claims court, not state or federal court.

By entering this Agreement, the parties waive their right to a jury trial and normal appeal rights, except as required by law. Arbitration under this provision is governed by the Federal Arbitration Act and will survive termination of this Agreement or the relationship with BetleyHub.

(b) Class and Collective Action Waiver

The parties waive the right to initiate, participate in, or seek relief through any class, representative, or collective action in any forum, including court or arbitration. All claims must be brought individually, and no party shall act on behalf of another.

The arbitrator has no authority to:

• Hear or consolidate class, collective, or representative claims.
• Merge separate arbitration proceedings or join additional parties.

If any part of this waiver is deemed unenforceable or unlawful, it will be severed without affecting the remainder of the Agreement. If a claim is found to be non-arbitrable or must proceed as a class action, it will be litigated in civil court, with litigation stayed and statutes of limitations tolled pending arbitration of individual claims.

(c) Notice of Claim & Informal Resolution

Before initiating arbitration or filing in small claims court, the party must send a Notice of Claim outlining the dispute, within the applicable statute of limitations. This notice must be sent to BetleyHub LLC, Betley Health LLC, DBA BetleyHub or the recipient’s current address.

Upon receiving the notice, the parties will attempt good-faith resolution through a meeting (by phone or videoconference). During this process, the statute of limitations and filing deadlines are paused. If no resolution is reached within 60 days, the dispute may proceed to arbitration or small claims court.

(d) Small Claims Court Election

Either party may opt to resolve a qualifying claim in small claims court. If arbitration has already been initiated, the claim may be transferred to small claims court, and AAA will close the arbitration process. Any dispute over whether a claim qualifies will be determined by the small claims court itself.

(e) Relief in Arbitration

The arbitrator may grant declaratory or injunctive relief only to the individual party requesting it, and only to the extent necessary for that claim. Claims for public injunctive relief must be litigated in civil court, not arbitration, with litigation stayed pending arbitration resolution.

(f) Arbitration Fees

Arbitration fees are governed by AAA Rules. The initial filing fee is the claimant’s responsibility, but BetleyHub will reimburse it upon arbitration completion, unless the arbitrator finds the claim frivolous or improperly filed. Any AAA fee modifications will not increase costs for either party. The parties waive objections to such modifications.

For disputes arising in California, arbitration will be administered by ADR Services, Inc. (“ADR”) in accordance with ADR’s Arbitration Rules (“ADR Rules”), unless otherwise agreed upon in writing by the parties. The ADR Rules can be accessed at www.adrservices.com or by searching for “ADR Arbitration Rules” on search engines like www.google.com or www.bing.com. In cases outside of California (or if ADR is unable or unwilling to administer arbitration in California), the parties must attempt to select a neutral arbitration provider through mutual agreement. If no agreement is reached, either party may invoke 9 U.S.C. § 5 to request a court of competent jurisdiction to appoint an arbitration provider operating in the state where the dispute arose. Any arbitration provider appointed by the court under 9 U.S.C. § 5 shall conduct arbitration solely on an individualized basis.

Regardless of any other provisions in these Terms, the parties acknowledge that this Arbitration Agreement pertains to interstate commerce and that the Federal Arbitration Act, 9 U.S.C. §1 et seq., governs its interpretation, enforcement, and proceedings.

Section 17: Miscellaneous Provisions

Survival:

Upon termination of these Terms of Service as to you, the provisions explicitly or inherently requiring performance after such termination will persist and remain fully effective. Notwithstanding the termination of these Terms of Service for any reason, neither you nor BetleyHub will be released from any obligations incurred before such termination or that may subsequently arise regarding any act or omission before such termination.

a) Governing Law: These Terms will be governed by and interpreted in accordance with the laws of the state where your dispute arises, without regard to the principles of choice or conflict of laws of any jurisdiction, unless specified otherwise in Section 16 or in additional terms applicable to you. This provision applies solely to the interpretation of these Terms and does not extend any state’s law to you if the dispute did not originate in that state.

b) Any dispute, claim, or controversy arising from incidents or accidents resulting in personal injury (such as sexual assault or harassment claims) allegedly occurring in connection with your use of the Platform, whether before or after agreeing to these Terms, will be governed by the laws of the state where the incident or accident occurred.

c) Forum Selection: Any dispute, claim, or controversy not subject to Section 16 and arising from or related to these Terms or their existence, breach, termination, enforcement, interpretation, or validity, will be exclusively brought in the state and federal courts of the state where the dispute, claim, or controversy arose, regardless of other courts’ jurisdiction over the parties and subject matter, unless specified otherwise in the above agreement or in supplemental terms applicable to you.

d) Notification: BetleyHub may provide notice through various means, including general notices on the Platform, email to your Account’s associated email address, telephone or text message to any provided phone number, or written communication sent by mail. Such notice is considered given upon expiration of 48 hours after mailing or posting (if sent by mail) or at the time of sending (if sent electronically or through the Platform). You can give notice to BetleyHub at any time by mail to our registered agent for service of process, c/o BetleyHub, LLC.

e) General: You may not assign these Terms without BetleyHub’s prior written approval. BetleyHub may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of BetleyHub’s equity, business, or assets; or (iii) a successor by merger. Any purported assignment by you in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, BetleyHub, or any third-party provider as a result of these Terms or use of the Platform. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Titles and subject headings in these Terms are provided for convenience only and may not be used to interpret the terms herein. BetleyHub’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by BetleyHub in writing. These Terms, together with any supplemental terms, guidelines and policies referenced in any of the foregoing, constitute the entire agreement between the parties with regard to the subject matter herein. This provision shall not affect the Severability and Survivability section of the agreement in these Terms.

f) California Users & Residents: According to California Civil Code §1789.3, consumers may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

Section 18: BetleyHub’s Representation, Warranties, and Disclaimers

a) BetleyHub affirms that neither BetleyHub, any of its principals, nor any of its employees providing Services under this Agreement, maintain personal or business relationships with any department of the Facility involved in this Agreement or authorizing payment for the Services, except as established under this Agreement and the Services provided herein. It’s important to note that nothing in this Agreement prevents any principal, employee, or agent of BetleyHub from receiving healthcare services from the Facility.

b) BetleyHub warrants that at the time of executing this Agreement, neither BetleyHub nor any of its directors, officers, or employees delivering Services hereunder have been suspended, excluded, barred, or sanctioned by OIG/GSA, nor have they been convicted of any criminal offense related to healthcare. BetleyHub shall promptly inform the Facility upon discovering any proposed or taken actions against the aforementioned.

c) Regarding warranties, BetleyHub disclaims all warranties except for those explicitly provided above. BetleyHub does not ensure the availability, quality, suitability, safety, or ability of any Professional or Professional Services.

d) Facilities acknowledge that the entire risk associated with any Professional Services or other services provided to any Facility in connection with the use of the Platform lies solely with the Facility and the Professional, to the maximum extent permitted by applicable law.

e) BetleyHub does not exercise control, management, or direction over any Professionals. Professionals are not considered actual agents, apparent agents, ostensible agents, or employees of BetleyHub.

Section 19: Compliance

a) Access to Documentation: As mandated by applicable law, both parties shall retain access to the contract, books, records, and documents necessary to validate the nature and extent of the services rendered under this Agreement. Upon written request, this access shall be maintained for a period of four (4) years after the completion of services. Should either party fulfill its obligations under this Agreement through a subcontract exceeding a value of $10,000, said party undertakes to incorporate this requirement into any such subcontract.

b) HIPAA COMPLIANCE: Both parties recognize Facility as a “Covered Entity” under 45 C.F.R. § 160.103 and agree to adhere to the applicable provisions of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), along with related regulations. This includes compliance with federal privacy regulations, security standards, breach notification rules, and standards for electronic transactions outlined in 45 C.F.R. Parts 160 and 164.

c) It’s acknowledged that BetleyHub does not necessitate access to or receive Protected Health Information (PHI) as defined in the Federal Privacy Regulations to fulfill its services under this Agreement. Consequently, BetleyHub is not considered a Business Associate of Facility. Should BetleyHub require access to PHI, the parties commit to entering into additional agreements, including a Business Associate Agreement, to ensure the confidentiality and security of such information. For HIPAA purposes, Professionals are recognized as part of Facility’s “Workforce” as defined in 45 CFR 160.103.

d) Fraud and Abuse: The parties mutually recognize that the compensation outlined in this agreement reflects fair market value for the services provided. They affirm that nothing within this agreement obligates them to exchange referrals for services. Both parties commit to conducting themselves in accordance with all federal and state laws, rules, and regulations pertinent to the services rendered, including those pertaining to fraud and abuse within the Medicare and Medicaid Programs.

e) Furthermore, they agree that the benefits derived from this agreement do not mandate, constitute payment for, or rely upon any arrangement for the provision of services reimbursed under federal or state health care programs, such as Medicare or Medicaid.

Section 20: Indemnification

1. By Healthcare Facility: Facility Users undertake to indemnify, defend, and hold harmless BetleyHub, its affiliates, trustees, officers, agents, and employees from any claim, action, investigation, or proceeding (“Claim”) arising from or in connection with their Request. This includes, but is not limited to, Claims related to the Professional Services provided by any Professional as part of a Request, personal injury, death, property damage, and any Claims asserting that a Professional was misclassified as an independent contractor. Additionally, Facility Users agree to indemnify BetleyHub against liabilities resulting from a determination by a court, arbitrator, government agency, or other body that a Professional was misclassified. This includes taxes, penalties, interest, and attorney’s fees. Facility Users further indemnify BetleyHub against Claims alleging that BetleyHub was an employer or joint employer of a Professional. This indemnification extends to Claims under employment-related laws, such as those concerning employment termination, discrimination, harassment, or retaliation. It also encompasses Claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, workers’ compensation benefits, unemployment benefits, or any other employee benefits.
2. Mutual Indemnity: Subject to the limitation of liability provision set forth in this Agreement, each party agrees to indemnify, defend, and hold harmless the other party, its affiliates, trustees, officers, agents, and employees from any judgments, damages, costs, and expenses, including reasonable attorney’s fees, resulting from any Claim arising out of its own grossly negligent acts or omissions or willful misconduct in the performance of this Agreement.
3. Indemnification Process: The indemnified party shall: (a) promptly notify the indemnifying party in writing of any Claim arising from the indemnified activities, within a reasonable time frame to avoid prejudicing the rights of the indemnifying party; (b) assist the indemnifying party, at its reasonable expense, in preparing and defending against such Claim; and (c) not settle or compromise the Claim without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. Furthermore, the indemnifying party shall not settle or compromise any Claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. This provision does not prohibit the indemnified party from participating, at its own expense, in the defense of any claims through its chosen counsel.
4. Notification of Claims: The parties commit to promptly notify each other in writing of any incident, occurrence, or Claim arising from or related to this Agreement that could lead to liability for the other party. Additionally, the notified party has the right to investigate the incident or occurrence, and the notifying party agrees to fully cooperate in this investigation.

Section 21: Limitation of Liability

BetleyHub will not be responsible for any harm, liabilities, or losses arising from the provision of Professional Services or any actions, omissions, transactions, or relationships between Facilities and Professionals, irrespective of any disclaimers or limitations specified in the Terms of Service or elsewhere in this Agreement. This limitation encompasses all forms of damages, liabilities, or losses, whether direct, consequential, special, or otherwise, even if BetleyHub has been advised of the potential for such damages. Additionally, BetleyHub will not be held liable for delays or failures in performance due to factors beyond its reasonable control. Unless otherwise agreed in writing between you and BetleyHub, we shall not be liable, and you agree not to hold us accountable, for any damages or losses arising from or related to the Terms of Service, including, but not limited to:

• Your use of or inability to use our Site or Services.
• Delays or disruptions in our Site or Services.
• Viruses or other malicious software obtained by accessing, or linking to, our Site or Services.
• Glitches, bugs, errors, or inaccuracies of any kind in our Site or Services.
• Damage to your hardware device from the use of the Site or Services.
• The content, actions, or inactions of third parties’ use of the Site or Services.
• Reviews, ratings, suspensions, deactivation, or other action taken with respect to your Account.
• Your reliance on the quality, accuracy, or reliability of posted shifts, User Profiles, ratings, recommendations, and feedback (including their content, order, and display), composite information, or metrics found on, used on, or made available through the Site; and
• Your need to modify practices, content, or behavior or your loss of or inability to do business, because of changes to the Terms of Service.

Additionally, in no event will BetleyHub, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. These limitations will apply to any liability arising from any cause of action whatsoever arising out of or in connection with these Terms of Service, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.

It is important to note that the limitations and disclaimers outlined in this section do not seek to restrict liability or alter rights that cannot be excluded under applicable law. In jurisdictions where the exclusion or limitation of liability for consequential or incidental damages is not permitted, BetleyHub’s liability shall be limited to the extent permitted by law. It is imperative to understand that this provision does not impact the choice of law provision set forth elsewhere in this Agreement.

Section 22: Insurance

Independent Contractor Status

Users engaged through BetleyHub are classified as independent contractors and are not covered by BetleyHub’s employee insurance policies. Each user bears sole responsibility for maintaining their own insurance, including workers’ compensation or occupational accident insurance.

Insurance Responsibilities of Professionals

Professionals providing services through BetleyHub are not employees of BetleyHub and, as such, are not covered under any of its employee insurance policies, including:

• Health Insurance
• Workers’ Compensation Insurance
• General Liability Insurance
• Automobile Liability Insurance

Professionals are exclusively responsible for securing and maintaining their own insurance coverage, including workers’ compensation or occupational accident insurance. If a Professional sustains an injury while performing services under a Request, they will not be covered by BetleyHub’s workers’ compensation insurance. Likewise, if a Professional’s actions cause injury to a third party, BetleyHub’s general liability, professional liability, or automobile liability insurance will not provide coverage.

BetleyHub expressly disclaims any duty to defend or indemnify a Facility in such instances and assumes no obligation to provide financial or legal protection in these cases.

Required Insurance Coverage

Both BetleyHub and the Facility must maintain the following insurance coverage for the duration of this Agreement, with limits no less than those specified below:

1. Commercial General Liability Insurance
   • Minimum limits of $3,000,000 per occurrence and $5,000,000 in the aggregate
   • These limits may be satisfied through a combination of primary and excess insurance.
2. Professional Liability / Errors & Omissions Insurance
   • Minimum limits of $3,000,000 per wrongful act and $5,000,000 in the aggregate.
   • Claims-made coverage is acceptable, provided that:
     • The policy’s retroactive date is no later than the Agreement’s commencement date.
     • Coverage is continuously maintained during all periods when the Facility uses BetleyHub’s services.
     • The retroactive date is maintained for an additional three years after services are rendered.
3. Workers’ Compensation and Employer’s Liability Insurance
   Facilities must maintain Workers’ Compensation Insurance with statutory limits and Employer’s Liability Insurance with the following minimum limits:
   • $500,000 per accident
   • $500,000 per illness (per employee)
   • $500,000 per illness (aggregate)

   The Facility agrees to waive all rights of recovery against BetleyHub, its officers, directors, employees, and agents for injuries to Professionals sustained while providing services to the Facility. The Facility must also ensure its insurers waive all subrogation rights against BetleyHub.

4. Self-Insurance Arrangements
   Any self-insurance must be based on an actuarially sound program that meets industry standards.

Additional Insurance Requirements

• Material Changes: Both parties must make reasonable efforts to provide written notice of any adverse material changes to the required insurance coverage.
• Proof of Coverage: Upon request, each party must provide certificates of insurance verifying compliance with the insurance requirements set forth in this Agreement.

Section 23: Independent Relationship

Each party shall maintain independent status and shall not be deemed an agent or representative of the other party. Consequently, neither party shall bear liability for the acts or omissions of the other party. Furthermore, neither party, nor any of its employees, agents, or subcontractors, shall be considered employees or agents of the other party. Therefore, neither party, nor any of its employees, agents, or subcontractors, shall be entitled to compensation, workers’ compensation, or employee benefits from the other party by virtue of this Agreement.

Section 24: Assignment and Enforceability

Assignment of these terms is subject to prior written approval from BetleyHub. However, BetleyHub reserves the right to assign these terms without the consent of the other party to: (a) a subsidiary or affiliate; (b) an entity acquiring BetleyHub’s equity, business, or assets; or (c) a successor by merger. Any attempt to assign these terms without BetleyHub’s approval shall be deemed void. In the event of a valid assignment, subcontract, or transfer of rights, this Agreement shall remain binding upon the parties and their respective successors or assigns.

Section 25: Waivers

Any waiver by BetleyHub of any terms or provisions herein shall not serve as a waiver of such term or provision for any other purposes.

Interpretation of Agreement: The headings utilized in this Agreement are provided for convenience only and shall not govern, impact the meaning of, or be construed as an interpretation of any provisions herein. This Agreement is drafted based on the mutual understanding of the parties and shall not be construed against either party due to one party’s role as the drafter.

Section 26: Use of Name or Trademarks

Neither party shall utilize the name, logos, or trademarks of the other party in any manner, including advertising, promotional material, press releases, publications, public statements, or announcements, without the prior written consent of the other party. However, BetleyHub reserves the right to include the name, address, and telephone number (excluding logos or trademarks) of Facility in listings or marketing materials distributed by BetleyHub referencing Facility as a customer and user of the services provided pursuant to this agreement.

Section 27: Non-Exclusivity

Unless specifically agreed upon by the parties herein, this Agreement represents a non-exclusive offer for Facility to access the Platform and Services provided by BetleyHub. Facility retains the freedom to engage with any other entity offering services similar or identical to those described herein.

Section 28: Termination of Terms of Service

Section 28.1 Termination

BetleyHub reserves the right to terminate these Terms of Service at its discretion, with or without cause, upon written notice to you, unless otherwise agreed in writing. If you properly terminate these Terms of Service, your access to the Site and Services will be revoked, and your Account will be permanently deactivated. Termination of these Terms of Service or agreement does not relieve you of any obligation to pay outstanding fees. You remain responsible for any accrued but unpaid amounts up to the termination date or the closure of any open invoice, whichever is later.

BetleyHub may temporarily or permanently restrict your access to the Site or Services, deny registration, or deactivate your Account if:

• You violate any terms of these Terms of Service or agreement.
• Provide false or misleading information.
• Engage in actions that may result in legal liability or harm to BetleyHub, its Users, or affiliates.
• If required by law or legal process. Re-registration under a new Account without prior written consent is prohibited. Any attempt to use the Site under a different Account may result in the reclaiming of funds and payment obligations.

You acknowledge that transparency regarding Account status is crucial for the Site’s reputation and goodwill.

Section 29: Survival

Once these Terms of Service are terminated for you, the obligations that continue after termination will still be in effect and enforceable. The termination of these Terms of Service does not exempt you or BetleyHub from any obligations that were already in place before termination or any obligations that may arise from actions or omissions that occurred before termination. This means that both parties must still fulfill any outstanding commitments or responsibilities even after the termination of the agreement.