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This TERMS OF SERVICE AGREEMENT (“Agreement”) is entered into between Hospital Hands, LLC, a Colorado Limited Liability Company (“Company”), and any Person (“User”) who completes the registration process to open and maintain an account with the Company's Service. Company and User are collectively referred to as the “Parties”.

BY CLICKING THE ACCEPT BUTTON OR ACCESSING, USING, OR INSTALLING ANY PART OF THE SERVICE, USER EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL TERMS OF THIS AGREEMENT. COMPANY PROVIDES THE SERVICE SOLELY ON THE TERMS AND CONDITIONS SET FORTH HEREIN AND ON THE CONDITION THAT USER ACCEPTS AND COMPLIES WITH THEM. USER (A) ACCEPTS THIS AGREEMENT AND AGREES THAT USER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) IF AN INDIVIDUAL, USER IS 18 YEARS OF AGE OR OLDER; AND (II) USER HAS THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND USER TO ITS TERMS. IF USER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, COMPANY WILL NOT AND DOES NOT LICENSE THE SERVICE TO USER AND USER MUST NOT DOWNLOAD, INSTALL OR USE THE SERVICE. IF USER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, USER MAY NOT ACCESS, USE, OR INSTALL ANY PART OF THE SERVICE.

I. GENERAL TERMS AND CONDITIONS

Definitions. The following capitalized words and terms have the following meanings:
1. “Additional Charges” means any additional charges owed by a User, including those resulting from cancellation of agreed upon Professional Services, as set forth in Section II.3, extended Professional Services worked by a Provider, as set forth in Section II.4, and failure to pay Company invoices on time, as set forth in in Section II.5, and failure to timely make a direct payment, as set forth in Section II.2.C.
2. “Claims” means all claims, actions, suits, debts, demands, damages, costs and expenses and causes of action of any nature whatsoever, whether fixed or contingent, liquidated or unliquidated, accrued or unaccrued, sounding in contract, tort, or statute, known or unknown, suspected or unsuspected, claimed or unclaimed, however arising, directly or indirectly, from the provision of the Services.
3. “Company” has the meaning set forth in the preamble, including all employees, officers, executives, representatives, and agents of Company.
4. “Day(s)” shall refer to calendar days unless otherwise specified.
5. “Documentation” means all documentation and other materials related to the Service and provided by Company, including user manuals, help files, “Frequently Asked Questions,” and any other instructions, specifications, documents, and materials that describe the functionality, installation, testing, operation, use, maintenance, support, technical features, or requirements of the Service.
6. “Hiring Party” means any Person that is a licensed medical facility or group practice seeking Professional Services from a Provider for a mutually agreed upon fee.
7. “Intellectual Property Rights” means all intellectual property or proprietary rights throughout the world, including all: (i) patent rights (including patent applications and disclosures); (ii) registered and unregistered copyrights (including rights in Service, including in source code and object code); (iii) registered and unregistered trademark rights; and (iv) trade secret rights.
8. “Labor Charge” means the fee for Professional Services agreed to by a Hiring Party and a Provider through the Service.
9. “License” has the meaning set forth in Section I.2.
10. “Person” generally means an individual, corporation, partnership, joint venture, limited liability Company, governmental authority, unincorporated organization, trust, association or other entity, including any Hiring Party or Provider.
11. “Permitted Use” shall have the meaning set forth in Section I.2(a).
12. “Professional Services” means the provision of licensed medical services by a Provider. Company does not provide any Professional Services.
13. “Provider” means any Person licensed (as applicable) and capable of providing Professional Services to a Hiring Party for a mutually agreed upon fee in the jurisdiction where the Professional Services are to be provided.
14. “Qualifications” means the qualifications, credentials, licenses, experience, competency, or capabilities of any User, Hiring Party, or Provider with respect to the provision of Professional Services or transactions involving Professional Services.
15. “Service” means the Company's interactive online and communication service and platform that facilitates introductions and mutually agreed on transactions between a Hiring Party seeking Professional Services and a Provider willing to provide Professional Services, including any updates, upgrades, enhancements, releases, improvements, and any other adaptations or modifications made to the Service or platform (which may contain, among other things, error corrections or other changes to the functionality, compatibility, capabilities, performance, efficiency, or quality of such Service), whether or not owned by Company. Company is not obligated to update, upgrade, enhance or improve the Service.
16. “Term” has the meaning set forth in Section I.9.
17. “Third Party” means any Person other than User or Company.
18. “Third Party Licenses” has the meaning set forth in Section I.3.
19. “Transaction Fee” means the amount charged by the Company for use of the Service, as per the terms of Section II.2.A.
20. “Total Fee” shall mean the sum of all Transaction Fees, Labor Charges, and applicable Additional Charges associated with the provision of Professional Services through the Service.
21. “User” has the meaning set forth in the preamble.
License Grant and Scope. Subject to and conditioned upon User's strict compliance with all terms, conditions, and limitations set forth herein, Company grants User a non-exclusive, non-transferable, non-sublicensable limited License during the Term to use the Service and Documentation, including payment of the Transaction Fee and any other applicable charges. This License grants User the right to:
1. use the Service to facilitate the provision of Professional Service between a Hiring Party and a Provider (the “Permitted Use”); and
2. use the Service in accordance with this Agreement, and solely for User's internal business purposes with respect to the Service.
Third-Party Service. The Service may include content, data or other materials, including related documentation, that are owned by Third Parties and are provided to User on terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Licenses”). The License and User's use of the Service is subject to such Third-Party Licenses. User shall comply with all Third-Party Licenses. Any breach by User of any Third-Party License is a breach of this Agreement.
Use Restrictions. User shall not, directly or indirectly:
1. use (including make any copies of) the Service or Documentation beyond the scope of this License;
2. permit any other Person (other than its own users) to use the Service;
3. modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Service or Documentation or any part thereof;
4. reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Service or any part thereof;
5. remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other Intellectual Property Rights notices from the Service or Documentation, including any copy thereof;
6. except as contemplated by this License, copy the Service or Documentation, in whole or in part;
7. use the Service in the operation of a service bureau or other business venture;
8. use the Service in violation of any foreign, federal, state or local law, regulation or rule;
9. use the Service for purposes of developing a competing Service product or service or any other purpose that is to the Company's commercial disadvantage.; or
10. use the Service in such a manner as to avoid payment of any amounts owed, including any Labor Charge, Transaction Fee, Additional Charges, or Total Fee.
Responsibility for Use of Service. User is responsible and liable for all uses of the Service or through access thereto provided by User, directly or indirectly. Specifically, and without limiting the generality of the foregoing, User is responsible and liable for all actions and failures to take required actions with respect to the Service by its own users or by any other Person to whom User provides access to or use of the Service, whether such access or use is permitted by or in violation of this Agreement.
Maintenance and Support. This License does not entitle User to any maintenance or support services with respect to the Service.
Collection and Use of Information. User acknowledges Company may, directly or indirectly through the services of Third Parties, collect, use and store information regarding User's use of the Service to improve the performance of, or develop updates to, the Service.
Intellectual Property Rights. The Service and Documentation are provided under license, and not sold, to User. User does not acquire any ownership interest in the Service or Documentation under this Agreement, or any other rights thereto other than to use the same in accordance with the License, and subject to all the terms, conditions, and limitations under this Agreement. Company reserves and shall retain its entire right, title and interest in and to the Service and Documentation and all Intellectual Property Rights arising out of or relating to the Service and Documentation, except as expressly granted to the User in this Agreement. User shall safeguard all Service and Documentation (including all copies) from infringement, misappropriation, theft, misuse or unauthorized access. User shall promptly notify Company if User becomes aware of any infringement of Company's Intellectual Property Rights in the Service or Documentation and fully cooperate with Company in any legal action taken to enforce Company's Intellectual Property Rights.
Term and Termination.
1. This Agreement and the License shall remain in effect unless terminated as set forth herein (the “Term”).
2. User may terminate this Agreement by ceasing to use and destroying all copies of the Service and Documentation.
3. Company may terminate this Agreement by shutting down or ceasing to provide the Service. Company may also elect, at its sole discretion, for any reason or no reason at all, to cease providing the Service to any User, and may ban any User from utilizing the Service for a period of time or indefinitely.
4. Termination of this Agreement or the License does not waive or otherwise excuse nonpayment of any amounts owed by User under this Agreement. Any amounts owed by User survive termination of this Agreement.
5. Upon expiration or termination of this Agreement, the License shall also terminate, and User shall cease using and destroy all copies of the Service.
6. Notwithstanding any expiration or termination of this Agreement, any provisions of this Agreement which by their terms are intended to survive expiration or termination of this Agreement shall so survive and continue in full force and effect.
Warranty Disclaimer. THE SERVICE IS PROVIDED TO USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS, EMPLOYEES, AND CONTRACTORS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICE WILL MEET THE USER'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SERVICE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
No Verification of User, Hiring Party, or Provider Qualifications. Company does not verify, background check, vouch for or otherwise investigate the Qualifications of any User with respect to the provision of Professional Services. Users should perform their own due diligence and investigation into every prospective Hiring Party or Provider they elect to do business with through the Service. Company is not liable for the misrepresentations, omissions, inaccuracies, or falsehoods of any User with respect to their asserted Qualifications.
Patient Information. Company is not a healthcare provider and is providing the Service to facilitate interactions and transactions between Users. Company does not request or seek any protected, confidential, or otherwise sensitive patient information from Users, and any such information should not be provided to it by Users. Users are cautioned not to exchange any such information with other Users, and if they choose to do so, they do so of their own volition and are solely responsible for any Claims that may result therefrom, and agree to indemnify, hold harmless, and pay all fees, costs, and expenses that may be incurred by Company as a result.
HIPAA Compliance. Company does not request access to and should not be provided access to any patient information. No such information will be accessed or stored by the Service. It is the responsibility of Users to maintain the privacy and security of any individually identifiable patient health information received from or created for the other party in accordance with all relevant state and federal laws and regulations, including, but not limited to, the privacy and security standards of the Health Insurance Portability and Accountability Act of 1996 set forth at 45 CFR parts 160 and 164 (collectively “HIPAA”), and agree to take such actions as are necessary and appropriate in connection therewith.
Claim or Litigation Compliance. If Company becomes aware of any alleged Claims arising out of the Service or any Professional Services, Company shall give the associated Users written notice within seven (5) seven days of the particulars of the Claims.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
1. IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE LICENSORS, EMPLOYEES OR CONTRACTORS, BE LIABLE TO ANY USER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SERVICE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, SERVICE UNAVAILABILITY, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION, BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF THE FORESEEABLITY OF SUCH DAMAGES, AND WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. IN NO EVENT WILL COMPANY'S AND ITS AFFILIATES, INCLUDING ANY OF THEIR RESPECTIVE LICENSORS, EMPLOYEES AND CONTRACTORS, COLLECTIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED A TOTAL OF ONE-HUNDRED DOLLARS ($100).
3. IN NO EVENT WILL COMPANY'S AND ITS AFFILIATES', INCLUDING ANY OF THEIR RESPECTIVE LICENSORS, EMPLOYEES, AND CONTRACTOR, LIABLE FOR ANY CLAIMS RESULTING FROM THE PROVISION OF PROFESSIONAL SERVICES.
4. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF THE USER'S REMEDIES UNDER THIS AGREEMENT FAIL THEIR ESSENTIAL PURPOSE.
Confidentiality. User agrees to use commercially reasonable efforts to maintain the confidentiality of any confidential information of Company it obtains pursuant to this Agreement or through the use of the Service, consistent with the effort User uses to protect its own confidential and trade secret information of like importance, and shall take all reasonable steps to ensure that such confidential information is not disclosed or distributed by its employees or agents to third parties not subject in writing to an agreement to protect such confidential information. Each party agrees the Service and Documentation shall be deemed confidential information of the Company.
No Legal Advice. Company may provide information concerning potential legal issues, but it is not a substitute for legal advice from qualified counsel. At no time does Company review information for legal sufficiency, draw legal conclusions, provide legal advice, opinions or recommendations about anyone's legal rights, remedies, defenses, options, or strategies. Use of the Service does not create any fiduciary relationship between User and Company. The accuracy of the Service is neither warranted nor guaranteed and User uses the Service at its own risk. Transactions agreed to by Users through the use of the Service may require consultation with an attorney prior to enforcement. In the event of a dispute between Users, Company takes no position, and Users should consult with their respective counsel.
Records. Company does not keep any records related to patient information, and such records should not be exchanged through the Service. Company will keep records associated with transactions for Professional Services agreed to through the Service for three (3) years.
Miscellaneous.
1. Legal Disputes. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Colorado. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the courts within the State of Colorado, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY AND VOLUNTARILY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION PERMITTED UNDER THIS AGREEMENT.
2. Limitation of User Damages. IN THE EVENT USER IS SUCCESSFUL IN ANY LEGAL ACTION AGAINST COMPANY, THE DAMAGES AWARDED TO USER SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SERVICES. USER WAIVES AND SHALL NOT BE ENTITLED TO RECOVER CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, DAMAGES TO PROPERTY, DAMAGES FOR LOSS OF USE, LOSS OF TIME, LOSS OF PROFITS, LOSS OF INCOME, OR ANY OTHER INCIDENTAL DAMAGES.
3. Company Entitled to Attorney Fees. If Company is the prevailing party with respect to any Claims, Company shall be entitled to its reasonable attorney fees and costs.
4. Independent Contractor. The relationship between User and Company established by this Agreement is that of independent contractors. No joint venture or partnership is established by this Agreement. Neither party is the agent, broker, partner, employee, or legal representative of the other for any purpose.
5. Notice. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the physical and electronic addresses User provided to Company.
6. Integration. This Agreement constitutes the sole and entire agreement between User and Company with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
7. No Assignment. User shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Company's prior written consent, which consent Company may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving User (regardless of whether User is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Company's prior written consent is required. No delegation or other transfer will relieve User of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Section is void. Company may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without User's consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
8. No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
9. Amendment or Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth herein, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
10. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
11. Construction. For purposes of this Agreement, (a) the words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. All schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

II. TERMS AND CONDITIONS: SERVICE PAYMENTS AND USER DISPUTES.

The following terms and conditions apply to all Users.

Interactive Platform. Company provides Users with access to the Service in exchange for the Transaction Fee, and all applicable Additional Charges. Users may utilize the Service to post and exchange written documentation with other Users regarding the provision of Professional Services, including the Labor Charges associated with any such Professional Services. The Service includes a platform through which Hiring Parties can pay Providers for agreed upon Professional Services.
Payment of Labor Charges and Transaction Fee.
1. Transaction Fee. In the event a Hiring Party and Provider reach a mutual agreement regarding the provision of Professional Services, including the Labor Charge, then Company will be entitled to a Transaction Fee. The Transaction Fee shall be five percent (5%) of the total associated Labor Charge(s), with four percent (4%) to be paid by the Hiring Party and the remaining one percent (1%) to be paid by the Provider.
  1. Hiring Party's four percent (4%) of the Transaction Fee shall be added to the Labor Charge at the time the Hiring Party is required to deposit the Labor Charge with Company through the Service, or if a direct payment is made, upon Company invoicing Hiring Party for the amount owed.
    1. As way of example, if the agreed upon Labor Charge is one hundred dollars ($100), the Hiring Party's portion of the Transaction Fee will amount to four dollars ($4.00), which is four percent (4%) of the Labor Charge. Hiring Party will be required to deposit one hundred four dollars ($104) with Company through the Service, or pay that amount if invoiced directly.
  2. Provider's one percent (1%) of the Transaction Charge shall be deducted from payment of the Labor Charge at the time payment is made to Provider.
    1. As way of example, if the Labor Charge is one hundred dollars ($100), Provider's portion of the Transaction Fee will amount to one dollar ($1.00), which is one percent (1%) of the Labor Charge. Company will deduct the Transaction Fee from the Labor Charge at the time of payment, resulting in Provider receiving ninety-nine dollars ($99.00).
  3. The Parties acknowledge the Transaction Fee is not intended to compensate Company for Professional Services provided by Providers, but rather for Company's provision of the Service to Users. The Transaction Fee is not dependent upon the volume or value of any other business provided by Providers to Hiring Parties. Nothing herein shall be intended or implied to require the referral of any patient by a Provider to a Hiring Party. Neither Company nor the Service provide patient referrals of any sort to a User.
2. Payment Through the Service. Payment of any Labor Charges, Transaction Fee, Additional Charges, or Total Fee through the Service shall be as follows:
  1. Upon reaching an agreed upon Labor Charge, whether a flat fee, agreed upon number of hours and hourly rate, or other structure, the Hiring Party shall immediately deposit the total amount of the Labor Charge with Company, plus Hiring Party's portion of the Transaction fee.
  2. The Labor Charge, minus the Provider's potion of the Transaction Fee, shall be paid to Provider upon confirmation the Professional Services were performed. Confirmation must be received by Company from both the applicable Provider and Hiring Party.
    1. Company shall provide payment to Provider if the Hiring Party fails to confirm completion of the Professional Services within seven (7) days of Provider confirming completion of the Professional Services.
    2. If the Hiring Party disputes payment within the seven (7) day period, the terms concerning User disputes, Section II.7 shall govern.
3. Hiring Party Direct Payments. In the event a Hiring Party, with permission and after full disclosure of all terms to Company, elects to make Labor Charge payments directly to a Provider through its own internal payment system, as opposed to the Service, then the following terms shall apply:
  1. The Hiring Party must make payment of the agreed upon Labor Charge, minus the portion of Provider's Transaction Fee owed to Company, to the Provider within sixty (60) days, or sooner if required by applicable law, of the date the last of the Professional Services are performed.
  2. In addition, the Hiring Party must make payment to the Company of the entire Transaction Fee within sixty (60) days, including the four percent (4%) owed by the Hiring Party and the one percent (1%) withheld by the Hiring Party from the Labor Charge for Provider's portion of the Transaction Fee.
  3. Failure by the Hiring Party to make payment as set forth herein, either to Provider, Company, or both, shall result in Company issuing an invoice for the amount(s) due, plus an additional amount equal to ten percent (10%) of the total amount(s) due as a payment to Company for performing such service.
  4. In addition to all amounts due and owing, the Hiring Party shall be responsible for and liable to Company for any and all collection costs Company incurs as a result of Hiring Party's failure to make a direct payment. These collection costs include, but are not limited to, Company's reasonable attorney's fees and costs.
  5. Company is not liable to Provider for Labor Charges or any other amounts due and owing hereunder to a Provider by a Hiring Party. In the event a Hiring Party fails to make a direct payment to a Provider, and Company's efforts to obtain direct payment as set forth herein are not successful, Provider is free to pursue legal action directly against Hiring Party.
Cancellation.
1. Hiring Party Cancellation. In the event a Hiring Party cancels an agreed upon transaction, the following cancellation terms shall apply:
  1. Hiring Party shall pay a cancellation fee of one hundred, ninety-nine dollars ($199.00) in the event of any cancellation, regardless of timing or cause.
  2. If Hiring Party cancels more than thirty (30) day's from the start date of the Professional Services, Hiring Party will receive a full refund of the total amount deposited with Company, minus the entire Transaction Fee of five percent (5%), and have the option to select another Provider.
  3. If Hiring Party cancels within fifteen days (11) to thirty days (30) from the start date of Professional Services, the Hiring Party will receive a refund of seventy five percent (75%) of the total amount deposited with Company, minus the Hiring Party's portion of the Transaction Fee. The remaining twenty-five percent (25%) shall be paid to the Provider, minus the Provider's portion of the Transaction Fee.
  4. If Hiring Party cancels the Professional Services within 14 days or less from the start date of the Professional Services, Hiring Party will receive a refund of fifty percent (50%) of amount deposited with Company, minus the Hiring Party's portion of the Transaction Fee. The remaining fifty percent (50%) shall be paid to the Provider, minus the Provider's portion of the Transaction Fee.
  5. In the event Hiring Party cancels Professional Services part way through performance of said services, Hiring Party shall not be entitled to a refund for the unperformed portion of the Professional Services. Provider shall be entitled to the Labor Charge, minus Provider's portion of the Transaction Fee.
  6. The same cancellation charges and terms shall apply if Hiring Party and Provider agreed for direct payment outside of the Service. In such event, Company shall send Hiring Party an invoice for the total amount owed to Provider, Company, or both by the Hiring Party.
    1. In the event Hiring party does not pay the cancellation invoice within sixty days of issuance, Company shall be entitled to a late charge in the amount of ten percent (10%) of the total amount owed.
    2. Hiring Party shall be responsible for and liable to Company for any and all collection costs Company incurs as a result of Hiring Party's failure to make a cancellation payment. These collection costs include, but are not limited to, Company's reasonable attorney's fees and costs.
    3. Company is not liable to Provider for any cancellation payments for which Company is unable to secure payment from Hiring Party. In such event, Provider is free to pursue legal action directly against Hiring Party.
  7. Notice of cancellation must be provided through the Service directly.
2. Hiring Party Full Refund. A Hiring Party may cancel Professional Services and receive a full refund if the Provider that agreed to provide Professional Services:
  1. Is convicted of or pleads guilty or nolo contendere to a crime involving moral turpitude (i.e., theft, fraud, embezzlement, or similar crime of dishonesty) or a felony, whether or not sentence is imposed;
  2. Fails to obtain or maintain insurance as provided herein;
  3. License is not renewed, or is denied, suspended, or revoked;
  4. Does not have any of the medical staff privileges required by Hiring Party, including if inactive, or such privileges are revoked, terminated, not renewed, suspended, or reduced below the level necessary to perform the Professional Services without the Hiring Party's prior written approval and such Provider is unsuccessful in regaining such medical staff privileges;
  5. Medicare or Medicaid contractor number is revoked, suspended, or terminated.
  6. Is under investigation by any professional medical organization.
3. Provider Cancellation. In the event a Provider cancels an agreed upon transaction, the following cancellation terms shall apply:
  1. If Provider cancels Professional Services prior to performance of the Professional Services, Hiring Party will receive a full refund of all deposits made by Hiring Party to Company associated with the Professional Services that were cancelled. Provider will pay a $199 cancellation fee and a 5% transaction fee for the full professional services
  2. If Provider partially performs Professional Services, any deposit made by Hiring Party shall be returned to Hiring Party in proportion to the work that was completed by Provider. Provider shall be paid its pro rata portion. In the event of partial performance, Company's Transaction Fee shall be prorated and will be charged accordingly to Hiring Party and Provider.
    1. Notice of partial performance must be provided to Company within three (3) days following the termination of Professional Services, or Company will pay the entire amount to Provider. In such event, Hiring Party may elect to seek compensation directly from Provider.
Overtime And Extended Professional Services.
1. Providers that are performing Professional Services for a Hiring Party through an independent contractor relationship are not entitled to an overtime rate of any sort, or overtime pay from Company or a Hiring Party.
2. With respect to Providers performing Professional Services for a Hiring Party through an employment relationship, any overtime rates owed to said Providers are to be handled directly between that Provider and the Hiring Party. Under no circumstances shall Company owe any Provider an overtime payment. The relationship between Company and all Users is strictly that of a service provider, or that of an independent contractor.
3. In the event Professional Services take longer to perform than anticipated or agreed upon, or the parties agree to extend the time frame for performance, the hourly rate for the additional time needed to perform the Professional Services shall be the same hourly rate initially agreed upon for those Professional Services.
4. In the event scheduled Professional Services take longer to perform than anticipated or agreed upon, or the parties agree to extend the time frame for performance, the Hiring Party shall pay to Company a fee for the extended Professional Services of ninety-nine dollars ($99.00).
5. Upon completion of the initially contemplated Professional Services, and upon confirmation from both parties as set forth in Section 2, Company will make payment of the initial agreed upon Labor Charge, minus the Provider's portion of the Transaction Fee, or in the event of direct payment, issue an invoice for the transaction fee.
6. Upon reaching an agreement for extended Professional Services, Provider and/or Hiring Party shall immediately report the terms of the extended Professional Services to Company. Company will arrange for payment for the extended Labor Charge, the new Transaction Fee, and the extended service fee of ninety-nine dollars ($99.00).
  1. If payments are made through the Service, the Hiring Party must immediately deposit the required payment amount in full through the Service.
  2. If Hiring Party is making direct payments, Hiring Party shall make payment as set forth in Section II.2.C.. The extended service fee of ninety-nine dollars ($99.00) will be invoiced.
Additional Payment Terms.
1. Invoicing for Unpaid Amounts: Company shall invoice any User owing Total Fees, Labor Charges, Transaction Fees, or Additional Charges for the amount at issue.
2. Late Charges. Failure to pay any Company invoice within sixty (60) days of the date of issue shall result in an additional late charge of ten percent (10%) being applied to the invoiced amount.
3. Billing Disputes. ANY DISPUTE OF ANY CHARGE OR INVOICE MUST BE IN WRITING, INCLUDING THROUGH THE SERVICE, AND DELIVERED TO COMPANY WITHIN THIRTY (30) DAYS OF THE DATE OF THE DISPUTED INVOICE OR THE INITIAL INVOICE REFLECTING THE DISPUTED CHARGE. ANY DISPUTE AS TO A CHARGE OR INVOICE THAT IS NOT DISPUTED WITHIN THOSE THIRTY (30) DAYS SHALL BE EXPRESSLY WAIVED BY THAT PARTY. The existence of a dispute will not alter User's obligation to pay any late charges on the disputed amount.
4. Collection Costs. In addition to the full amount due and owing, User is responsible and liable for all collection costs incurred by Company with respect to any amounts due to Company hereunder. These collection costs include but are not limited to Company's reasonable attorney's fees and court costs.
5. Offset. In the event User does not make payment to Company of any amount due and owing hereunder, Company may offset the amount owed against any amounts owed to User by Company or any other User, and may also discontinue use of the Service by such User or take any other action permitted by law to obtain payment.
No Guarantee. Company does not guarantee there will be Providers or Hiring Parties available at any time. Company is creating the opportunity for Providers and Hiring Parties to transact Professional Services, but Company is not a medical practice nor employer of medical professionals.
Disputes between Users. Company will not get involved in any disputes between Users, including disputes concerning payment or provision of Professional Services. In the event of any such disputes arise, it shall be up to the Users to resolve their dispute personally, without input from Company. In the event Company is holding any deposited payment funds at the time of a dispute, Company will only hold said funds for a maximum period of thirty (30) days from the date the Professional Services in question were to be performed or were performed. At the end of that thirty (30) day period, Company will return any deposited funds to Hiring Party, minus the entire Transaction Fee unless (i) the parties have resolved their dispute and informed Company of how the funds are to be distributed, with Company entitled to its entire Transaction Fee as directed herein or by the parties, or (ii) there is a legally binding order instructing as to how payment is to be made, with Company entitled to its entire Transaction Fee. Any Provider that believes itself aggrieved because of a return of deposited funds is free to seek redress against the associated Hiring Party as permitted by applicable law. HOWEVER, UNDER NO CIRCUMSTANCES SHALL PROVIDER HAVE ANY CLAIMS AGAINST COMPANY OR RIGHT TO COMPENSATION FROM COMPANY, WITH ANY SUCH CLAIMS OR RIGHTS HEREBY EXPRESSLY WAIVED BY PROVIDER.

III. TERMS AND CONDITIONS APPLICABLE TO HIRING PARTIES

The following terms and conditions apply to all Users that utilize the Service as a Hiring Party.

goHiring Party Obligations. Hiring Parties shall have the following obligations to Company and Providers:
1. Hiring Party is responsible for providing a reasonable and adequate facility licensed as necessary for Provider to provide Professional Services in a timely and satisfactory manner. Company is not responsible for providing a facility.
2. Hiring Party is to provide all equipment, tools, medication, supplies, or other items necessary for Provider to provide Professional Services in a timely and satisfactory manner. Company is not responsible for providing equipment, tools, medication, supplies or any other items necessary for Professional Services.
3. Anything provided by Hiring Party pursuant to this subparagraph shall remain the property of Hiring Party, unless agreed otherwise between Hiring Party and Provider.
4. Hiring Party shall allow Provider reasonable access to and the ability to conduct reasonable reviews of patient charts and records in connection with the provision of Professional Services. All such charts and records shall remain the property of Hiring Party and may not be removed from Hiring Party's facility without Hiring Party's specific permission.
5. Hiring Party shall comply with all applicable billing, coding and documentation requirements in connection with the provision of Professional Services.
6. Hiring Party shall comply with all applicable state and federal laws and regulations pertaining to the provision of Professional Services.
7. Hiring Party shall comply with all Joint Commission standards and the code of ethics of the AMA or the AOA, as applicable, or any other relevant association.
8. Hiring Party will not engage in any personal or professional conduct which adversely affects the delivery of patient care.
9. Hiring Party shall maintain such malpractice insurance coverages as are consistent with industry standard.
Independent Contractor Relationship. It is mutually understood and agreed that Hiring Party and its employees, agents, and contractors, through its use of the Service, are at all times acting and performing as independent contractors and not as partners or employees of Company. In the provision of the Service, no employment agreement of any sort is created between Hiring Party and the Company. The sole interest and responsibility of Company is to provide a Service by which Users can interact and, if mutually agreed upon, transact. Neither party, nor any of their employees or contractors, shall have any claim under this Agreement or otherwise against the other party for workers' compensation, unemployment compensation, vacation pay, sick leave, retirement benefits, Social Security benefits, disability insurance benefits, unemployment insurance benefits, or any other employee benefits. Company shall not withhold any sums for income tax, unemployment insurance, Social Security, or any other purposes, and all such withholdings or obligations shall be the sole responsibility of Hiring Party.
Company Does Not Provide Professional Services. Hiring Party agrees and acknowledges that Company does not provide any Professional Services.
Independent Due Diligence. It is Hiring Party's sole obligation to investigate and perform due diligence on the Qualifications of any User or Provider that Hiring Party may choose to interact, transact, or otherwise do business with concerning any Professional Services. Company is not liable for any misrepresentations, omissions, inaccuracies, or falsehoods of any Provider with respect to the provision of any Professional Services or Qualifications.
User Independent Contractor Relationship. To the extent applicable, it is the sole responsibility of Hiring Party to obtain, fill out, and/or issue any IRS form (including IRS Form 1099) with respect to any Provider that Hiring Party elects to transact and do business with as an independent contractor. Hiring Party should work directly with Provider to obtain all information needed by Hiring Party to complete any IRS forms required as a result of the independent contractor relationship. Company is not responsible for the submission of any IRS forms, including but not limited to IRS Form 1099.
User Employment Relationship. To the extent applicable, it is the sole responsibility of Hiring Party to obtain, fill out, and issue any IRS form (including IRS Form W2) with respect to any Provider that Hiring Party elects to employe through the Service. Furthermore, it is Hiring Party's responsibility to make sure all required federal, state, and local withholdings and deductions are made and paid with respect to the services performed by such a Provider. Hiring Party acknowledges and agrees that Company has no obligation to make any such deductions and withholdings, and will not do so. In the event of any legal dispute resulting from the failure of Provider or Hiring Party to make any such deductions and withholdings, Hiring Party agrees to defend, hold harmless, and fully indemnify Company for any and all expenses, including reasonable attorney fees and costs, that Company may incur as a result.
Claim or Litigation Compliance. If Hiring Party becomes aware of any Claims arising out of Professional Services, Hiring Party shall give the associated Provider with written notice within seven (7) days of the particulars of the incident sufficient to identify the name and address of any injured person, place and circumstances of the alleged incident, and the addresses of available witnesses. All Users shall cooperate in the conduct of suits and in enforcing any right of contribution or indemnity against any person or organization who may be liable to any of the parties because of injury with respect to the provision of Professional Services and shall attend the hearings and trials and assist in securing evidence and obtaining the attendance of witnesses.
No Assignment. Hiring Party cannot assign any agreed upon transaction with a Provider to any other Hiring Party without the express written permission of Provider.
Additional Documents. Hiring Party agrees to execute all documents that may be requested from time to time by Company to implement or complete Hiring Party's obligations pursuant to this Agreement and to otherwise cooperate fully with Company in connection with the performance of Hiring Party's obligations under this Agreement.
Indemnification. Hiring Party shall defend, indemnify, and hold Company, its officers, officials, employees, agents, and volunteers harmless from all Claims, including attorney fees, arising out of or in connection with the performance of this Agreement or the Professional Services, including without limitation for any misrepresentations, omissions, inaccuracies, or falsehoods concerning Hiring Party's Qualifications.

IV. TERMS AND CONDITIONS APPLICABLE TO PROVIDERS

The following terms and conditions apply to all Users that utilize the Service as a Provider.

Provider Obligations. Providers shall have the following obligations to Company and Hiring Parties:
1. Provider shall be duly licensed, registered, and in good standing under the laws of the state of intended practice as a medical professional to engage in the unrestricted practice of medicine and to administer and prescribe medications and controlled substances in their given field as required to perform the Professional Services.
2. Provider shall be board certified in their medical specialty, or in the process of pursuing board certification, and is legally permitted to perform the Professional Services where so contracted.
3. Provider shall have the appropriate experience working in a hospital inpatient setting.
4. Provider, where required, shall maintain clinical privileges as necessary to practice medicine in their field, and commensurate with the procedures they have transacted with a Hiring Party to perform.
5. Provider shall be duly licensed in good standing by the applicable Board of Healing Arts to practice medicine in the State of the Facility, where necessary.
6. If necessary, Provider shall hold a current controlled substances numbers (e.g., BNDD and DEA numbers) issued by the appropriate governmental agency.
7. Anything provided to Provider to perform Professional Services shall remain the property of Hiring Party unless otherwise agreed to in writing.
8. While Provider shall be allowed reasonable access to and conduct reasonable reviews of records and charts of patients as required to perform the Professional Services, all such records and charts shall remain the property of the Hiring Party and may not be removed from Hiring Party's facility without Hiring Party's permission.
9. Provider shall comply with all applicable billing, coding and documentation requirements in connection with the provision of Professional Services.
10. Provider shall comply with all applicable state and federal laws and regulations pertaining to the provision of Professional Services.
11. Provider shall comply with all bylaws, rules, regulations, policies, and procedures of Hiring Party in connection with the provision of Professional Services.
12. Provider shall comply with all Joint Commission standards and the code of ethics of the AMA or the AOA, as applicable, or any other relevant association.
13. Provider will not engage in any personal or professional conduct which adversely affects the delivery of patient care.
14. Provider shall maintain malpractice insurance coverages as is consistent with industry standard.
The Professional Services. Provider shall provide Professional Services in a manner consistent with the requirements of all state and federal law, rules and regulations, and consistent with the agreement between the Hiring Party and the Provider. Provider shall render the Professional Services in a manner consistent with the highest professional standards and rules of conduct generally expected of a member of the medical profession. Provider shall immediately inform Hiring Party in writing of any restriction, limitation or modification of the Provider's license, registration, credentials, hospital medical staff privileges, loss of malpractice insurance coverage, or ability to render medical services. Provider's obligation to provide the Professional Services shall be non-exclusive with respect to any specific Hiring Party.
Hiring Party Non-Payment. Company is not liable to Provider for Labor Charges or any other amounts due and owing hereunder that was not paid to Provider by a Hiring Party. In such event, Provider is free to pursue legal action directly against Hiring Party.
Medical Records. Provider will keep and maintain, or cause to be kept or maintained, appropriate records, reports, claims, and correspondence necessary and appropriate in connection with all services rendered by the Provider, and in accordance with all applicable laws and the policies and procedures of Hiring Party. All such records will belong to Hiring Party.
Independent Contractor. It is mutually understood and agreed that Provider and its employees, agents, and contractors, through its use of the Service, are at all times acting and performing as independent contractors and not as partners or employees of Company. In the provision of the Service, no employment agreement of any sort is created between Provider and Company. The sole interest and responsibility of Company is to provide a Service by which Users can interact and, if mutually agreed upon, transact. Neither Party, nor any of their employees or contractors, shall have any claim under this Agreement or otherwise against the other Party for workers' compensation, unemployment compensation, vacation pay, sick leave, retirement benefits, Social Security benefits, disability insurance benefits, unemployment insurance benefits, or any other employee benefits. Company shall not withhold on behalf of Provider or any of its employees or contractors any sums for income tax, unemployment insurance, Social Security, or any other purposes, and all such withholdings or obligations shall be the sole responsibility of Provider. Provider is solely responsible for and will obtain or otherwise contract and pay for any and all insurance, benefits, and taxes that may arise from the Provider's provision of Professional Services.
Company Does Not Provide Professional Services. Provider agrees and acknowledges that Company does not provide any Professional Services.
Independent Due Diligence. It is Provider's sole obligation to investigate and perform due diligence on the Qualifications of any User or Hiring Party that Provider may choose to interact, transact, or otherwise do business with concerning any Professional Services. Company is not liable for any misrepresentations, omissions, inaccuracies, or falsehoods of any Hiring Party with respect to the provision of any Professional Services or Qualifications.
User Independent Contractor Relationship. In the event Provider is performing the Professional Services as an independent contractor, Provider shall work directly with Hiring Party to provide all information needed by Hiring Party to complete any applicable IRS forms, including IRS Form 1099. Company is not responsible for the submission of any IRS forms.
User Employment Relationship. In the event Provider is an employee of any Hiring Party for which it performs Professional Services, Provider shall work directly with said Hiring Party to obtain, fill out, and issue any applicable IRS form (including IRS Form W2). Provider acknowledges it is the applicable Hiring Party's responsibility to make sure all required federal, state, and local withholdings and deductions are made and paid with respect to the services performed by Provider. Provider acknowledges and agrees Company has no obligation to make any such deductions and withholdings, and will not do so for Provider or Hiring Party. In the event any such withholdings and deductions are not made, Provider shall be responsible for such payments, including any fees and penalties assessed as a result, unless applicable law provides otherwise.
Taxes. Provider will pay all federal, state, city, and local income, use, sales, goods and services, employment, worker's compensation, excise, receipts, transfer, and other similar taxes, fees, and charges incurred in connection with the provision of Professional Services, any Labor Charge, or any other amounts paid to Provider.
Claim or Litigation Compliance. If Provider becomes aware of any Claim arising out of Professional Services, Provider shall give the associated Hiring Party written notice within seven (7) business days of the particulars of the incident sufficient to identify the name and address of the injured person, place and circumstances of the alleged incident, and the addresses of available witnesses. All Users shall cooperate in the conduct of suits and in enforcing any right of contribution or indemnity against any person or organization who may be liable to any of the parties because of injury with respect to the provision of Professional Services, and shall attend the hearings and trials and assist in securing evidence and obtaining the attendance of witnesses.
Third-Party Reimbursement Programs. Providers will use reasonable efforts to execute agreements that may be necessary to participate in any third-party reimbursement programs as requested by a Hiring Party. As used in this Agreement, the term “third party reimbursement program” shall include, but not be limited to, health maintenance organizations, preferred Hiring Party organizations, private health insurance companies, the federal Medicare program, TRICARE, the Colorado Medicaid programs, and any other third-party payors
No Assignment. Provider cannot assign any agreed upon transaction with a Hiring Party to any other Provider without the express written permission of Hiring Party.
Additional Documents. Provider agrees to execute any documents that may be requested from time to time by Company to implement or complete Provider's obligations pursuant to this Agreement and to otherwise cooperate fully with Company in connection with the performance of Provider's obligations under this Agreement.
Indemnification. Provider shall defend, indemnify, and hold the Company, its officers, officials, employees, agents, and volunteers harmless from any and all Claims, including attorney fees, arising out of or in connection with the performance of this Agreement or the Professional Services, including without limitation for any misrepresentations, omissions, inaccuracies, or falsehoods concerning Provider's Qualifications.