Section 1: Introduction

This TERMS OF SERVICE (the “Agreement”) sets forth the terms and conditions between independent medical service providers (referred to as “Contractor,” or “Professional(s),” “you,” or “your”) who have signed 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”), accessible by both registered users and guests.

Through the Marketplace, you may view and sign up for shifts posted by third-party clients (“Client(s)”) at designated workplaces (“Workplace(s)”), where you will provide contracted services (“Contracted Services”) as an independent contractor.

This Agreement, along with BetleyHub’s Independent Contractor Agreement and Privacy Policy (together, the “Agreement”), sets forth the terms and conditions of your engagement as an independent contractor with BetleyHub.

As an independent contractor, it’s important to review this Agreement carefully before using 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 here.

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 Professionals 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 Professional 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” at the top of the document and will be made available on our Website and Mobile Apps. Newly registered Professional 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 Professionals on BetleyHub

BetleyHub ensures healthcare professionals operate as 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 professionals using BetleyHub function as independent business entities, not employees. This status grants full autonomy over their work while carrying specific tax and financial responsibilities.

   • Work Autonomy: Contractors control their schedules, methods, and service delivery without BetleyHub supervision or training requirements.
   • No Employment Relationship: No salary, benefits, unemployment insurance, or payroll tax withholding. Contractors must secure their own health insurance and retirement plans.
   • Business Registration & Licensure: Professionals are responsible for maintaining necessary licenses, certifications, and business registrations.
2. Payment & Financial Responsibilities
   • Project-Based Compensation: Contractors are paid per service rendered; there are no salaries, benefits, or guaranteed payments.
   • Self-Managed Taxes: BetleyHub does not withhold taxes; professionals must manage their own federal, state, and self-employment taxes.
   • 1099-NEC Issuance: BetleyHub provides Form 1099-NEC for professionals earning $600 or more annually.
   • Responsibility for Expenses: All business-related costs (travel, insurance, equipment) are the contractor’s responsibility. BetleyHub does not provide reimbursements.
   • Profit or Loss Potential: Earnings depend on service management, with no income caps but the risk of financial loss.
3. Tax Compliance & Liability
   • Independent Tax Obligations: Contractors 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: Contractors must track their earnings and manage their tax payments.
   • 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: Contractors are free to work with other platforms and healthcare facilities.
   • Multiple Income Streams: Professionals can diversify earnings and strengthen their independent business status.
   • No Conflict of Interest: BetleyHub does not penalize professionals for external work.
   • Flexible Scheduling: Contractors can set their own schedules across different platforms.
5. Voluntary Work Acceptance
   • No Obligation to Accept Shifts: Contractors choose assignments without penalties.
   • Professional Autonomy: Work aligns with personal goals and expertise.
   • Better Work-Life Balance: Professionals have full control over their workload.
   • No Minimum Hour Requirements: Contractors determine their level of engagement.
6. Legal Compliance & Protection
   • Proper Classification: Ensures compliance with IRS guidelines to protect BetleyHub from audits or misclassification risks.
   • Independent Relationship: Reinforces contractors’ non-employee status.
   • Contractor Responsibilities: Professionals 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 professionals operate as true independent contractors, maintaining full control over their careers and business operations.

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, or utilized services on the BetleyHub website.

“Users” shall include, but are not limited to:

1. Independent Healthcare Professionals seeking short-term staffing positions in healthcare facilities, including, but not limited to, Registered Nurses (RNs), Licensed Vocational Nurses (LVNs), Licensed Practical Nurses (LPNs), Certified Nursing Assistants (CNAs), and other related healthcare roles.
2. Healthcare Facilities, Medical Facilities, or Medical Institutions that aim to access on-demand talent. This category encompasses hospitals, outpatient clinics, long-term care facilities (including skilled nursing facilities and nursing homes), clinical laboratories, hospices, and similar entities. Representatives of such healthcare facilities shall also be referred to as Users.

By accessing or utilizing the services provided by BetleyHub, Users acknowledge and agree to the terms set forth in this Agreement.

Section 4: BetleyHub is a 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 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.
4. BetleyHub does not employ, endorse, 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 Refrains from Doing

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 (BetleyHub and Users)

The parties acknowledge and agree that their relationship is strictly that of an independent contractor and not that of an employer and employee, partnership, joint venture, or any other association. Each party shall maintain full control over their respective operations and responsibilities, and nothing in this agreement shall be interpreted as creating an employment relationship or any obligations typically associated with such a relationship.

1. 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 or accept agreements or make representations on behalf of BetleyHub.
2. You will not be entitled to participate in any benefits provided by BetleyHub to its employees, such as vacation, group medical or life insurance, disability coverage, profit sharing, retirement plans, or any other fringe benefits. Additionally, BetleyHub will not withhold or pay any federal, state, or local taxes on your behalf, including income, payroll, or Social Security taxes, nor will it make contributions for unemployment, disability insurance, or provide workers’ compensation coverage for you. You are solely responsible for fulfilling these obligations and agree to indemnify BetleyHub against any liability arising from your failure to pay such taxes or contributions, including any penalties and interest.
3. You acknowledge and agree that:
   1. both BetleyHub and User(s) function as independent and distinct business entities, each providing services that are 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, and you intend to continue such activities irrespective of the duration of this Agreement;
   3. neither the terms of this Agreement nor your participation in the Marketplace will limit your ability to engage in other business endeavors, commercial pursuits, or the provision of services to third parties.

Section 5: User Independence and Liability

1. User Independence: All Users shall operate independently and shall not be influenced or controlled in any manner by BetleyHub.
2. Independent Contractor Status: All healthcare professionals engaged with BetleyHub are classified as independent contractors and are not employees of BetleyHub.
3. Independent Requests: Healthcare facilities shall independently request professional services through the BetleyHub website, maintaining full control over the selection of suitable professionals for any shift, free from influence or control by BetleyHub.
4. Liability for Business Relationships: Medical facilities or healthcare facilities assume sole responsibility and liability for establishing business relationships with healthcare professionals, including the classification of those professionals as independent contractors.
5. Decision-Making Responsibility: Medical facilities or healthcare facilities shall be responsible for making their own decisions regarding the healthcare professionals they engage for professional services and shall assume all liability for the proper classification of professionals who book and complete shifts at their facilities.
6. Classification Determination: Medical facilities or healthcare facilities may determine their own classification of healthcare professionals. This classification shall not affect the relationship between BetleyHub and the healthcare professionals, who shall remain classified as independent contractors.
7. No Influence on Classification: Medical facilities or healthcare facilities agree that BetleyHub has no input or influence regarding their classification of healthcare professionals.
8. Compliance with Laws: Medical facilities or healthcare facilities acknowledge that their classification of healthcare professionals is accurate and that their manner of engaging such professionals complies with all applicable laws, rules, and regulations.
9. Limitation of Liability: Users agree that BetleyHub has no input and shall bear no liability arising from or relating to the classification of healthcare professionals in general or concerning any particular shift found through the BetleyHub marketplace platform.

Job Evaluation

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. Responsibility for Job Evaluation: Healthcare facilities shall be responsible for evaluating the duties, responsibilities, scope, and complexity of a position description to determine the job title that most appropriately matches the job specifications and standards.
2. Investigation Requirement: Before engaging any healthcare professional, healthcare facilities shall conduct their own investigation. They are fully responsible for every decision regarding the selection and engagement of healthcare professionals to perform professional services in their facilities.
3. Account Creation Requirements: To create an account, healthcare professionals must undergo background checks, phone interviews, and other necessary verification processes. BetleyHub makes no representations and disclaims all liability associated with professionals’ credentials, backgrounds, quality of work, job knowledge, and working relationships.
4. Liability for Classification: All healthcare facilities shall assume liability for the proper classification of healthcare professionals as independent contractors based on applicable legal guidelines.
5. Agreement on Classification: Healthcare facilities agree that their classification of professionals is proper and made in accordance with applicable law.
6. Work Hours and Compensation: BetleyHub does not set the work hours or location of work for professionals, nor is it involved in determining the type or manner of compensation to be paid for any request.
7. No Provision of Resources: BetleyHub will not provide professionals with training, or any equipment, tools, labor, or materials needed for a particular request.
8. Tax Obligations: BetleyHub will not deduct any amounts for withholding, unemployment, social security, or other taxes as it would in the case of an employee.
9. Tax Returns and Payments: Users will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority concerning the professional’s performance of services.
10. Exclusivity Restrictions: For contracts classified as independent contractor relationships, medical facilities may not require an exclusive relationship between the professional and the medical facility.
11. Freedom to Engage Elsewhere: A professional classified as an independent contractor is always free to perform requests and engage with persons or businesses other than the medical facility, including any competitor.
12. Employer-Employee Contracts: For contracts classified as employer-employee relationships, medical facilities will manage requests through BetleyHub’s payrolling program, wherein the professional becomes an hourly employee of BetleyHub’s staffing affiliate, and appropriate additional agreements shall be executed between the professional and the medical facility.
13. Indemnification Agreement: Users agree to indemnify, hold harmless, and defend BetleyHub from all claims arising out of or related to their requests. This includes, but is not limited to, claims that a professional was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency, or other body that a professional was misclassified, and claims under any employment-related laws.
14. Dispute Resolution: Any disputes related to the professional services must be resolved directly between the professionals and the medical facilities.
15. No Partnership or Agency Relationship: This agreement does not create a partnership or agency relationship between the medical facility and BetleyHub.
16. No Authority to Contract: BetleyHub does not have the authority to enter into written or oral contracts on behalf of the medical facility.
17. Lack of Supervision: BetleyHub does not supervise, direct, or control the professionals’ work or services performed 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.

1. 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.
2. 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.
3. 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.
   3. 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.
   4. 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.
4. 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.
5. 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. 6.6 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

1. 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.
2. 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.
3. 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.
4. 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.
5. 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

1. 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

1. 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.
2. 7.3.2 Security of Usernames and Passwords:
   • Users are accountable for safeguarding and preserving the confidentiality of their selected usernames and passwords.
   • Sharing of usernames and passwords without authorization is strictly forbidden.
   • Users must promptly report any suspicious activity.

7.4 Continuous Account Management and Improvements

1. 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.
2. 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.
3. 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.
4. 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

1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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. 8.8 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.
9. 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.
10. 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

1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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

1. Facilities are responsible for selecting the Professionals they engage for Professional Services. While Facilities may require Professionals to undergo background checks and other verification processes, BetleyHub does not make representations about and disclaims all liability associated with the suitability, reliability, and timeliness of the Professional Services you provide to Facilities and their patients.
2. You acknowledge that you are an independent contractor and not an employee of BetleyHub. BetleyHub does not dictate your work hours or location. Each Facility determines the final type and rate of compensation for any Request.
3. Facilities are not permitted to enforce an exclusive relationship between you and the Facility. You have the freedom to perform Requests for any Facility and to engage with other persons or businesses, including competitors of the Facility. This Agreement does not establish a partnership or agency relationship between you and BetleyHub.
4. BetleyHub does not have the authority to enter into contracts, whether implied or express, on behalf of Facilities or Professionals. Any disputes related to the Professional Services must be resolved directly between you and Facilities.

Section 12: Fees

12.1: Fees for the Performance of Professional Services

BetleyHub shall remit to you 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 you 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 you 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 you accept and begin performing the Professional Services. Once you 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 you in accordance with the agreed-upon terms. All Professional Fees are denoted in U.S. dollars unless explicitly stated otherwise by BetleyHub.

1. 12.2 (a): Tax Responsibilities:

   You bear sole responsibility for filing any necessary tax returns and making payments to any U.S. federal, state, or local tax authority regarding your provision of Professional Services and receipt of the Fee for Professional Service under this Agreement. You agree to assume full liability for adhering to all relevant state and federal regulations, including those pertaining to self-employed individuals, such as tax payments, social security, disability, and other levies based on the Fee for Professional Service remunerated to you by Facilities under this Agreement. BetleyHub will not withhold or remit payments for taxes, social security, unemployment insurance, disability insurance contributions, or procure workers’ compensation insurance on your behalf. 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.”
2. 12.2 (b): Non-Circumvention Policy

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

   1. Exclusive Use of BetleyHub for Requests and Payments: You 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 your last fulfilled Request (the “Non-Circumvention Period”).
   2. Restricted Engagement During the Non-Circumvention Period: During the Non-Circumvention Period, you are prohibited from directly or indirectly engaging in any Professional Services with any Facility with whom you initially connected via the BetleyHub Platform (the “BetleyHub Relationship”) outside of the Platform. This includes making Requests, performing services, or receiving 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 suggests or offers to pay you outside of the BetleyHub Platform for any Professional Services provided or requested through the Platform, and you knowingly accept such payments.
      • If you offer, provide, or accept Professional Services from a Facility with whom you were initially connected via BetleyHub, outside of the Platform, without BetleyHub’s prior written consent.

   By adhering to this Non-Circumvention Policy, you help maintain 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.

3. 12.2 (c): Declining Participation or "Choosing to Withdraw":

   You have the option to waive the restriction outlined in Section 12 (b) concerning any BetleyHub Relationship 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 you (“Choosing to Withdraw Fee”). BetleyHub reserves the right, at its sole discretion, to determine whether you have violated Section 12.2 b (1). If a breach is identified, BetleyHub or its affiliates may choose, at their discretion:

   • Issue an invoice for Choosing to Withdraw Fee (inclusive of interest), which you must settle within 30 days.
   • Terminate your Account and revoke your authorization to access our Platform; and/or
   • Bill you for all incurred losses, expenses, and reasonable fees (including attorney fees) associated with investigating the breach and collecting the fees.
   • To remit the Choosing to Withdraw Fee, you must request instructions by sending an email to support@betleyhub.com.

   Ancillary Agreement. You recognize and consent that the primary objective of this Agreement is to formalize the Services rendered via BetleyHub and its Platform. Furthermore, you acknowledge that this non-Circumvention section serves as a supplementary, secondary, and complementary component to that primary business objective.

Section 13: Dispute 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

1. 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.

2. 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.

3. 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.

4. 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.

   1. 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, 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.

5. 14.5 Unforeseeable Circumstances

   The parties engaged in these 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.

6. 14.6 Prevailing Language and Location

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

7. 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: Professional Payment Terms

Bank Account Information

1. Professional agrees to enter current bank account information and agrees that BetleyHub’s third-party payment processors and BetleyHub may transfer the Fee for Professional Service owed to Professional, if any, to Professional’s bank account based on a Completed Request.
2. Professional, and not BetleyHub, is solely responsible for the accuracy of Professional’s bank account information, including Professional’s bank account number and routing information. BetleyHub disclaims all liability related to errors in fund deposits due to inaccurate or incomplete bank account information provided by Professional.
3. Payment for the Fee for Professional Service owed to the Professional for rendered Professional Services will be initiated for deposit into the Professional’s bank account, upon the Request being marked as a Completed Request on BetleyHub’s Website or Mobile Apps.
4. It’s important to note that payment may not be deposited into the Professional’s bank account immediately after the Request is marked as completed on the Platform. Additionally, if the Professional performs a Recurring Request, the amount owed for each day of service will be initiated for deposit upon the Facility marking the Professional’s performance for that day as a Completed Request on BetleyHub’s Website or Mobile Apps.

Payment Disclaimer

BetleyHub will make reasonable efforts to collect the Fee for Professional Services owed by the Facility to the Professional. In the event that BetleyHub is unable to collect these fees, the Professional will be notified in writing. However, BetleyHub is not obligated to enforce collection procedures against Facilities and does not guarantee payment from Facilities. BetleyHub will not be responsible for paying the Professional if the Facility fails to make the required payment.

Section 16: Arbitration Agreement

1. 1. Agreement to Resolve Disputes Through Arbitration

   BetleyHub and the Professional (“you”) agree that any dispute, controversy, or claim arising out of or related to this Agreement—including but not limited to any breach, termination, your relationship with BetleyHub, or any contracted services you provide to Facilities 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 your use of the BetleyHub Platform
2. 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
3. 16.3: Arbitration Procedures
   1. 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.

   2. 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.

   3. 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.

   4. 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.
   5. 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).

   6. 16.3.6. Judgment and Enforcement

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

   7. 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.

      1. 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.

      2. 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.

      3. 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.

      4. 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.

      5. 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.

      6. 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

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.

1. 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.
2. 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.
3. However, any dispute, claim, or controversy arising from incidents or accidents resulting in personal injury (including 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 exclusively brought in the state or federal courts of the state where the incident or accident occurred, subject to any contrary provisions in the above agreement or in supplemental terms applicable to you and to the extent permitted by law.
4. 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.
5. 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 because 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 fully enforced 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 about the subject matter herein. This provision shall not affect the Severability and Survivability section of the agreement in these Terms.
6. 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

1. 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.
2. 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.
3. 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.
4. 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.
5. 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

1. 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.
2. 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.
3. 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.
4. 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.
5. 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

22.1 Insurance Responsibilities

1. Independent Contractor Status: Users engaged through BetleyHub as independent contractors are not considered employees and, therefore, are not covered under any of BetleyHub’s employee insurance policies, including:
   • Health Insurance
   • Workers’ Compensation Insurance
   • General Liability Insurance
   • Automobile Liability Insurance
2. User’s Sole Responsibility for Insurance: Users are entirely responsible for maintaining their own insurance coverage, including but not limited to workers’ compensation insurance or occupational accident insurance, as required by law.
3. Liability and Third-Party Claims: Professionals must ensure they have adequate coverage to protect against potential liabilities. If a Professional:
   • Sustains an injury while providing services, they will not be covered by BetleyHub’s workers’ compensation insurance.
   • Causes injury to a third party during service provision, they will not be covered by BetleyHub’s general liability, professional liability, or automobile liability insurance.
   • Encounters legal claims related to their services, BetleyHub assumes no obligation to defend or indemnify the Facility or the Professional.
4. Mandatory Insurance Coverage: Throughout the term of engagement, Users must maintain, at their own expense, all legally required insurance coverage necessary to perform Contracted Services.
5. Certificate of Insurance & Notification Requirements: Upon request, Users must provide current certificates of insurance to BetleyHub LLC, Betley Health LLC, DBA BetleyHub, demonstrating compliance with insurance requirements. Users must immediately notify BetleyHub in writing if:
   • Any insurance policy expires, is canceled, or is not renewed.
   • The insurance provider notifies them of an intent to cancel or decline renewal.
6. Sufficient Coverage for Risks & Claims: Users must maintain adequate insurance coverage to address any risks or claims arising from their contractual relationship with BetleyHub LLC, Betley Health LLC, DBA BetleyHub, including workers’ compensation insurance where required by law.
7. Workers' Compensation Acknowledgment: Users acknowledge that they are not eligible for workers’ compensation benefits through BetleyHub LLC, Betley Health LLC, DBA BetleyHub. Instead, they are fully responsible for securing their own workers’ compensation insurance or occupational accident insurance.
8. Optional Occupational Accident Coverage: Maintaining private workers’ compensation insurance does not disqualify Users from participating in any occupational accident insurance policy that BetleyHub LLC, Betley Health LLC, DBA BetleyHub may, at its sole discretion, offer.

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 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.
• 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.