Effective Date: 7/10/2020.

PLEASE NOTE: SECTION 14 OF THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS YOUR RIGHTS ABOUT HOW ANY DISPUTES BETWEEN YOU AND PRN ON DEMAND ARE RESOLVED. PLEASE READ IT.

The PRN ON Demand website www.prnondemand.com (the “website”) and related software (collectively referred to herein as the “PRN Portal”) are owned and operated by PRNondemand, LLC its successors in interest, and its affiliates (“PRN ON Demand”, “we”, or “our” or “us”). The PRN Portal facilitates the matching of credentialed healthcare professionals seeking to render services in their area of specialization with healthcare providers seeking to engage these professionals to perform such services on their behalf.

Please read this Terms of Service Independent Contractor Agreement (“Agreement”) in its entirety.

ACKNOWLEDGMENT AND ACCEPTANCE OF INDEPENDENT CONTRACTOR AGREEMENT

This Agreement is a contract that sets out the legally binding terms of the relationship between PRN ON Demand and you, an independent contractor and Healthcare Professional User. “Healthcare Professional User” means any healthcare professional (acting as an individual, sole proprietor or any other legal entity) providing healthcare services including but not limited to nursing, physical therapy, and occupational therapy services, who has registered on the PRN Portal. By acknowledging your acceptance of this Agreement and/or by using the PRN Portal, you represent that (1) you are at least 18 years of age or the age of legal majority in your jurisdiction (if different than 18) and legally authorized to work in the United States, (2) you have the authority to enter into this Agreement, and to bind by contract, the individual, company or other legal entity you have named as the Healthcare Professional User, (3) you have read, understand, and agree for such individual, company or other legal entity named as the Healthcare Professional User to be bound by this Agreement in its entirety, including, without limitation, Section 10, and (4) you are not subject to any contract, duty or obligation that would be breached by entering into or performing your obligations under this Agreement, or that is otherwise inconsistent with this Agreement or any Engagement. IF YOU DO NOT MEET THESE CRITERIA, YOU MAY NOT USE THE PRN PORTAL. As used herein, the term “you” refers to, as applicable, you and/or the specific Healthcare Professional User (whether an individual, company or other legal entity) which you work for, act on behalf of or represent (if different than you). Consequently, your agreement to the terms herein constitutes the agreement by such specific Healthcare Professional User to such term. This Agreement incorporates by reference and includes PRN ON Demand’s Privacy Policy:

You agree and understand that certain features of the PRN Portal may be subject to additional terms and conditions or registration requirements. You agree to abide by these additional terms and you further agree that a violation of such terms shall constitute a breach of this Agreement.

PRN ON Demand reserves the right to change this Agreement and the additional terms (if any) at any time, with such changes taking immediate effect upon making the modified provisions available on the PRN Portal or by notifying you directly. You are responsible for regularly reviewing this Agreement and the additional terms. Continued use of the PRN Portal after any such changes are made to this Agreement or the additional terms shall constitute your consent to such changes. PRN ON Demand does not and will not assume any obligation to notify you of any changes to this Agreement, or the creation or modification of any additional terms. This Agreement expressly supersedes any prior agreements or arrangements with you that relate to the PRN Portal.

By registering with PRN ON Demand, you understand that we may send you or Healthcare Professional User communications or data regarding the PRN Portal via electronic mail, including but not limited to: (a) notices about use of the services provided through the PRN Portal, including any notices concerning violations of use; (b) updates; and (c) promotional information and materials regarding the PRN Portal. We provide a means to opt-out of receiving promotional electronic mail from us by following the opt-out instructions provided in the message.

1. DEFINITIONS

Capitalized terms are defined as set forth below or elsewhere in this Agreement.

1.1 “Customer” refers to a hospital, healthcare organization and facility, medical clinic and the like that is registered on the PRN Portal to engage Healthcare Professional Users to provide healthcare services on their behalf.

1.2 “Service” and “Services” mean those deliverables defined by a Customer in a Service Request.

1.3 “Service Request” means a stated need for the provision of a Service posted on the PRN Portal, which typically includes a description of the Service, the qualifications required to perform the Service, the place, date and hours the Service is to be performed, and the corresponding compensation.

1.4 “Service Request Offer” means a submission by a Healthcare Professional User offering to perform the Services set out in a corresponding Service Request.

1.5 “Engagement” Upon the acceptance by a Customer of a Healthcare Professional User’s Service Request Offer, an “Engagement” will be formed. The Engagement is a legally binding contract.

2. ACCOUNT CREATION AND SUSPENSION

To be able to use the PRN Portal and submit Service Request Offers (defined in section 1.4), Healthcare Professional User first shall have created an account by (1) entering at least one of several identifiers, including, but not limited to, first and last name, email address, and phone number with texting capabilities (2) creating a professional profile including, but not limited to, a photo, work preferences, credentials, certifications, information required to complete background and employment verification checks (described in Section 3.0), resume, employment history, and similar, related information, and (3) creating a username and password. A Healthcare Professional User with an active account may suspend the account at any time by contacting PRN ON Demand using the Contact Us section of the website.

3. BACKGROUND AND EMPLOYMENT VERIFICATION

3.1 PRN ON Demand may obtain information and reports about you from third-parties, including a third-party consumer reporting agency. These reports may contain information regarding your criminal history, references, address history, right to work, lawsuits, credit history, social security verification, motor vehicle records (“driving records”), verification of your education or employment history, or other background checks and any other information with public or private information sources. PRN ON Demand carries out all verification background checks as required per industry regulatory standards. You have the right, upon written request made within a reasonable time, to request whether a background check has been run about you and to request disclosure of the nature and scope of any investigative consumer report and a copy of any report(s) about you. Please be advised that the nature and scope of the most common form of investigative consumer report is licensure verification and employment history. As part of your initial registration with PRN ON Demand, you agree to sign a comprehensive authorization permitting PRN ON Demand, to the extent permitted by law, to obtain from any outside organization all manner of consumer reports regarding you while you maintain an account on PRN Portal.

3.2 By registering for and/or using the PRN Portal you consent to PRN ON Demand checking your professional licenses, and professional certifications using primary verification sources, and you explicitly hereby consent to PRN ON Demand conducting such checks from time-to-time as deemed reasonably necessary by PRN ON Demand. PRN ON Demand will send alerts and reminders for any upcoming license or certification renewals via the website. It is your responsibility to maintain your licenses and certifications for continued use of the PRN Portal, and to inform PRN ON Demand of any licensure change or disciplinary actions against your license. You will not receive or otherwise be notified of any matching Service Requests if any of your licenses or certifications has expired.

3.3 Upon the determination by PRN ON Demand, in its sole discretion, that the background and employment verification checks as set out in Sections 3.1 and 3.2 are satisfactory, you will be eligible to use the PRN Portal to view Service Requests and submit Service Request Offers.

4. ENGAGEMENT

4.1 By submitting a Service Request Offer in response to a Service Request, you authorize the release to the Customer of information you have provided to us related to employment eligibility, including, but not limited to, your profile information, personal information, background checks, employment history, credential information and status, driver license, driving history, insurance information, e.g. proof of professional liability insurance, automobile insurance, etc., and any other information or documentation requested or required by the Customer. In addition, you consent to release employment related health records, e.g., x-rays, tuberculosis tests, vaccinations, health screens, etc., to the Customer as needed. Failure to provide requested information on the PRN Portal or directly to the Customer may result in cancellation of your Service Request Offer(s) submitted in response to any Service Request(s). Further, in the event Customer requires you to provide information in addition to that you have provided to us through the PRN Portal or otherwise, or if the Customer requires you to submit to drug testing, you agree to provide such additional required information and/or submit to such testing and acknowledge that your failure to do so may result in cancellation of your Service Request Offer(s) in response to any Service Request(s) for such Customer.

You agree that your submission of a Service Request Offer does not guarantee that an Engagement will be created. However, if an Engagement is created, you will use your best efforts to perform the Services required for the Engagement, such that the Services are satisfactory to the Customer who created the Service Request. Upon acceptance by the Customer of your Service Request Offer and creation of an Engagement, you have entered into a binding legal agreement to provide the Service to the Customer under the terms provided in the Service Request and this Agreement. You acknowledge that it is your responsibility to submit Service Request Offers only in response to those Service Requests that you are capable and qualified to fulfill, including, without limitation, the ability to timely arrive at the location where the Services are to be performed and deliver the Services in the requested time period.

4.2 It is your responsibility to ensure your continued availability for an Engagement. While you are strongly discouraged from canceling an Engagement you have entered with a Customer, and we request that you cancel an Engagement only in the event of a personal or family emergency or if you have reason to believe that at the time of the Engagement you may be suffering from a communicable disease that may be transmitted to others during the Engagement, you may cancel an Engagement using the PRN Portal. If you must cancel an Engagement within twenty-four hours of the Engagement start time, you must, and you specifically agree to, inform the Customer via the phone number provided in the job acceptance text message or in the clinician portal active job list, as soon as possible. If at any time you cancel an Engagement or fail to timely appear for an Engagement, this information will be posted on the PRN Portal in your Healthcare Professional User profile. Further, in the event you (i) cancel (or fail to appear for) more than one Engagement in a seven day period, (ii) cancel (or fail to appear for) an Engagement scheduled to begin between 12:00 midnight and 11:59 a.m. local time any time after 10:00 p.m. local time on the night before the Engagement, or (iii) cancel (or fail to appear for) an Engagement scheduled to begin between 12:00 noon and 11:59 p.m. local time less than two hours in advance of the scheduled start time of the Engagement, your access to the PRN Portal may be suspended for up to two weeks during which time you will be ineligible to submit any Service Request Offers. In the event of such suspension, you will remain eligible to perform all Engagements that you entered into prior to your suspension; the terms of this Agreement will continue to apply to all such Engagements.

4.3 TEXT MSG COMMUNICATION. You can opt out of receiving all texts from PRN on Demand (including transactional or relational messages) by texting the word STOP to 91288 from the mobile device receiving the messages, however, opting out of receiving texts will impact your use of the PRN on Demand platform. Clinicians can also opt out of the clinician-specific messages by texting STOP in response to a facility text. To re-enable texts you can text START in response to an unsubscribe confirmation text. Message and data rates may apply and are your responsibility.

You may receive up to 3 msgs/shift
Reply HELP for help.
or email support@prnondemand.com. or call 888-501-7401 for support or more information.

5.0 CODE OF CONDUCT AND PERFORMANCE

You are required to discharge your duties ethically and professionally as set out by your state licensing authority. Any violation to the code of conduct will result in suspension of your account on the PRN Portal.

5.1 You are solely responsible for the contents of your transmissions through the PRN Portal, and the Portal simply acts as a passive conduit for you to send and receive information. However, PRN ON Demand reserves the right to take any action it deems necessary or appropriate in its sole discretion if it believes a information submitted to the PRN Portal by any Healthcare Professional User, including you, may create liability for PRN ON Demand, compromise or disrupt the PRN Portal or the experience on the PRN Portal by other Healthcare Professional Users or Customers, or may cause PRN ON Demand to lose (in whole or in part) Service Requests or Services of others. Your use of the PRN Portal is subject to all applicable local, state, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). You agree: (1) to comply with all US laws regarding the transmission of technical data exported from the United States via the PRN Portal; (2) not to use the PRN Portal for illegal purposes; (3) not to interfere with or disrupt networks connected to the PRN Portal; (4) to comply with all regulations, policies and procedures of networks connected to the PRN Portal; (5) not to use the PRN Portal to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (6) not to transmit through the PRN Portal any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Your conduct is subject to Internet regulations, policies and procedures. You agree not to use or reference the PRN Portal for chain letters, junk fax or junk mail, spamming or any use of distribution lists to any person who has not given specific permission to be included in such a process, and will not attempt to gain unauthorized access to other computer systems. You shall not interfere with another Healthcare Professional User's or any Customer’s use and enjoyment of the PRN Portal.

6. PAYMENTS

6.1 Compensation and Service Fees. PRN ON Demand collects the compensation to be paid by the Customer to the Healthcare Professional User for each Engagement (“Compensation”) and charges a fee to the Customer for its services, including those offered through the PRN Portal (“Service Fee” or “Service Fees”). Upon the completion of an Engagement and collection of the Compensation by PRN ON Demand from the Customer, the Healthcare Professional User will be paid the Compensation agreed upon per the Engagement, LESS THE TRANSACTION AND/OR PROCESSING FEES CHARGED TO PRN ON DEMAND BY STRIPE INC.(typically 2.99% of the transaction amount plus $0.30), via a deposit into the Healthcare Professional User’s bank account as described in Section 6.2 (Bank Account Information) within seventy-two (72) hours of the completion of the Engagement. An Engagement is considered complete once it has been marked as such by a Customer on the PRN Portal. For the avoidance of any doubt, you explicitly agree that the amount of funds you will receive upon the completion of an Engagement will be less than the Compensation you agreed upon with the Customer by the amount of the processing and/or transaction fees charged by Stripe Inc. to PRN ON Demand, and you further agree that this deduction is warranted to defray PRN ON Demand’s costs and expenses in providing the services offered to you, including the PRN Portal and your ability to be paid in a timely manner for completed Engagements.

DISCLAIMER: IF PRN ON DEMAND IS UNABLE TO COLLECT THE COMPENSATION OWED TO YOU, WE WILL NOTIFY YOU IN WRITING. HOWEVER, PRN ON DEMAND HAS NO OBLIGATION TO ENGAGE IN COLLECTION PROCEDURES OR ACTIVITIES ON YOUR BEHALF OR TO PAY COMPENSATION TO YOU THAT PRN ON DEMAND HAS NOT RECEIVED FROM THE CUSTOMER, AND PRN ON DEMAND DOES NOT GUARANTEE PAYMENTS BY CUSTOMERS FOR COMPLETED ENGAGEMENTS.

6.2 We use Stripe Inc. (“Stripe”) as a third-party payment processor to collect Compensation and Service Fees. Any Healthcare Professional User account information (e.g., bank account routing and account numbers, etc.) entered on the PRN Portal will be transmitted to and stored by Stripe, and Stripe will credit such account(s) as outlined herein for Compensation. By paying or receiving funds through the PRN Portal, you agree to be bound by the Stripe US Services Agreement available at: https://stripe.com/us/legal. For more information about the way we use and share your personal information with our third-party payment processor, please visit our Privacy Policy available at:

6.3 Bank Account Information. You agree to enter and at all times maintain your current financial account information (bank account) on the PRN Portal, and further agree that our third-party payment processor (Stripe.com) and we may transfer/deposit the Compensation for your completed Engagement(s), if any, to such account(s). You, and not PRN ON Demand, are solely responsible for the accuracy of your financial account information, including without limitation, the bank account number and routing information. We disclaim all liability related to errors in fund deposits due to inaccurate or incomplete bank account information.

6.4 Taxes. You are solely responsible for all tax returns and payments required to be filed with or made to any U.S. federal, state, or local tax authority with respect to your receipt of Compensation in connection with your performance or delivery of Services to any Customer and under any Engagement. You agree to accept exclusive liability for complying with all applicable state and federal laws, including laws governing self-employed individuals, if applicable, such as laws related to payment of taxes, social security, disability, and other contributions based on the Compensation paid to you by any Customers in connection with this Agreement and/or any Engagement. PRN ON Demand will not withhold or make payments for taxes, social security, unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. You hereby agree to indemnify, defend and hold PRN ON Demand harmless against any and all such taxes or contributions, including penalties and interest. We cannot and do not offer tax advice to Healthcare Professional Users or Customers. If you have questions, consult a tax professional.

6.5 No Circumvention. It is a violation of this Agreement for a Healthcare Professional User to knowingly (a) submit a Service Request Offer with the intention of delegating the performance of the Services to another health-care professional if an Engagement is entered and/or (b) accept a payment of Compensation or professional fees outside of the PRN Portal for a Service Request found on the PRN Portal. YOU SHALL IMMEDIATELY NOTIFY US IF ANOTHER HEALTHCARE PROFESSIONAL USER OR CUSTOMER REQUESTS THAT PAYMENT BE MADE THROUGH CHANNELS OTHER THAN THOSE PROVIDED OR SPECIFIED BY PRN ON DEMAND.

7. RELATIONSHIPS BETWEEN PRN ON DEMAND, CUSTOMERS AND HEALTHCARE PROFESSIONAL USERS

7.1 Relationship. PRN ON Demand provides a platform that matches Customers and Healthcare Professional Users so they can contract for Services and enter Engagements. As such, Healthcare Professional User acknowledges and agrees that no joint venture, partnership, employment, agency or other similar relationship is created or exists between Healthcare Professional User and PRN ON Demand, or between Healthcare Professional User and any Customer, as a result of this Agreement or any use of the PRN Portal.

The sole relationship created by this Agreement between you and PRN ON Demand is that of an independent contractor. You explicitly agree to take no position on, or with respect to, any tax return or application for benefits, or in any proceeding directly or indirectly involving PRN ON Demand that is inconsistent with your status as an independent contractor (and not an employee) of PRN ON Demand. You are not the agent of PRN ON Demand or the Customer and you are not authorized, and must not represent to any third party that you are authorized, to make any commitment or otherwise act on behalf of PRN ON Demand or the Customer.

As an independent contractor, you are solely responsible for determining which Services Requests you will choose to submit a Service Request Offer and, if an Engagement is formed, how, when and where you will provide the requested Services. You understand and agree that the contract terms, pay rate, work hours, service dates, and working condition will be established by the Customer and not by PRN ON Demand. You acknowledge that PRN ON Demand does not, in any way, supervise, direct, or control you, the Services you provide, or the Customers to whom you provide them. PRN ON Demand does not set rates, work hours, work schedules, or location of work. PRN ON Demand does not provide Users with training (other than materials provided by Customer) or any equipment, labor, or materials needed for a particular Engagement and PRN ON Demand does not provide the premises at which the User will perform the work.

7.2 Benefits and Contributions. You are not entitled to or eligible for any benefits that PRN ON Demand, its parents, subsidiaries, affiliates or other related entities (collectively, “Affiliates”) may make available to their employees, such as group insurance, profit-sharing or retirement benefits. Because you are an independent contractor, PRN ON Demand will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. If, notwithstanding the foregoing, you are reclassified as an employee of PRN ON Demand, or any Affiliate of PRN ON Demand, by the U.S. Internal Revenue Service (“IRS”), the U.S. Department of Labor (“DOL”), or any other federal, state or foreign court or agency, you agree that you will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by PRN ON Demand, PRN ON Demand’s Customers, or any of their respective Affiliates.

7.3 Compliance with Laws, Rules, and Regulations. Healthcare Professional User agrees to not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the PRN Portal. Without limiting the generality of the foregoing, Healthcare Professional User agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ intellectual property rights.PRN ON Demand does not discriminate against any person (whether a candidate, applicant, employee, independent contractor, or other) on the basis of race, color, religion, sex, national origin, age, creed, ancestry, veteran or military status, disability unrelated to the essential functions of an engagement, or any other basis prohibited by federal, state, or local law.

7.4 Required Notifications. You agree to notify PRN ON Demand of any change in your name, address, state, or licensure by sending an email or written communication within three days of such change via the Contact Us section on the website.

7.5 Promotions and Referral Programs. PRN ON Demand, at its sole discretion, may make available promotional codes or other incentives with different features to any Healthcare Professional User or prospective Healthcare Professional User. PRN ON Demand may, at its discretion, offer incentives for referring new Healthcare Professional Users to register with the PRN Portal or as an appreciation for a Healthcare Professional User’s continued loyalty. These promotions are subject to change or end at any time and are given at PRN ON Demand’s sole discretion.

8. CONFIDENTIALITY

8.1 Use and Disclosure. From time to time, you may be given access to Confidential Information in the course of receiving and viewing Service Requests and/or performing Engagements that you enter into through the PRN Portal. “During the term of this Agreement and at all times thereafter, you agree to (a) hold all Confidential Information in strict trust and confidence; (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement; (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining PRN ON Demand’s or Customer’s express prior written consent on a case-by-case basis; (d) refrain from disclosing or in any way revealing or disseminating any information pertaining to PRN ON Demand’s Customers or their its operating methods and procedures that comes to your attention as a result of an Engagement; (e) under no circumstances you will remove copies or documents from the premises of any Customer; (f) have read and affirm to the HIPAA confidentiality agreement, privacy policy of PRN ON Demand, and any additional policies provided by the Customer; and (g) you will not disclose or in any way reveal or disseminate any Protected Health Information (“PHI”) that you learn in connection with any Engagement, except in accordance with the Customer’s policies and procedures and PRN ON Demand’s privacy policy. “Confidential Information” means any and all information related to PRN ON Demand’s or any Customer’s business (including procedures, patient information, PHI, protected data, operational information trade secret, technical information, business forecasts and strategies, marketing plans, vendor and supplies list, personnel information, financial data, and proprietary information of third parties) that PRN ON Demand and/or the Customer considers to be confidential or proprietary or that PRN ON Demand and/or Customer has a duty to treat as confidential.

8.2 Standard of Care. You will protect all Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care.

8.3 Removal and Return. Upon PRN ON Demand’s request and upon any termination or expiration of this Agreement, you will promptly (a) return to PRN ON Demand or, if so directed by PRN ON Demand, destroy all Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to PRN ON Demand in writing that you have fully complied with these obligations.

8.4 Acknowledgment. You acknowledge and agree to be responsible for any direct or consequential damages resulting from any violation of your obligations with respect to Confidentiality. These obligations shall remain in effect even after the use of the PRN Portal has been suspended or terminated and/or all Engagements have been concluded.

9. PROFESSIONAL HEALTHCARE USER’S REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS

9.1 General. You represent, warrant, and covenant that:

(a) You have full right, power, and authority to enter into and perform this Agreement without the consent of any third party (including any of your current or former employers); and

(b) You will fully conform to the specifications, requirements, and other terms in the applicable Engagement(s) and this Agreement, and all work you perform will be of a professional and workmanlike quality.

9.2 Insurance. You acknowledge that you are an independent contractor, not an employee of PRN ON Demand. As such, you are not covered by any insurance that may be provided by PRN ON Demand to its employees, including, without limitation, health insurance, workers’ compensation insurance, general liability insurance, and automobile liability insurance. As an independent contractor, you are solely and exclusively responsible for your own insurance. Specifically, in the event that you are injured while working in the course and scope of an Engagement entered into through the PRN Portal, you acknowledge and understand that you will not be covered by any workers’ compensation insurance coverage that PRN ON Demand may provide to its employees. Further, in the event that your actions cause an injury to a third party while you are working in the course and scope of an Engagement entered into through the PRN Portal, you acknowledge and understand that you will not be covered by any general liability or automobile liability insurance coverage that PRN ON Demand may have, and that PRN ON Demand is not making any commitment to defend and/or indemnify you in such circumstances, and specifically denies any obligation to do so.

9.3 Non-Solicitation Each Healthcare Professional User acknowledges and agrees that PRN ON Demand has provided a valued and valuable service in presenting Service Requests, and the opportunity to enter into Engagements, to each Healthcare Professional User. In return, to the extent consistent with applicable state law, during the term of any Engagement and for a period of one (1) year thereafter, you agree not to solicit or accept either a temporary or permanent position, or a enter into any engagements, with a Customer or its Affiliates for whom you have been presented any Service Requests, submitted any Service Request Offers, or entered into any Engagements, without the prior express written consent of PRN ON Demand.

9.4 Acknowledgement and Assumption of Risk. You acknowledge that by providing Services to a Customer in response to a Service Request may result in your injury, illness and/or death on account of your potential for exposure and actual exposure to viruses, bacteria and other hazards that may exist in the Customer’s workplace including, without limitation, the COVID-19 coronavirus. You further acknowledge that PRN ON Demand has no control over or ability to control the Customer’s workplace and, therefore, no ability to mitigate or reduce your risks in this regard. PRN ON Demand strongly encourages you to know, understand and all times adhere to best practices for mitigating and reducing the hazards and risks you may encounter in providing Services to a Customer, including all applicable guidelines issued by the Centers for Disease Control and Prevention and your state and local health agencies. You agree that by providing Services of any kind to any Customer, you are knowingly and voluntarily assuming the potential and actual risk of injury, illness and/or death and that PRN ON Demand has no influence over or responsibility for your decision to assume such risks. You further agree that the provisions in this Agreement regarding Limitation of Liability, Indemnification and Binding Arbitration and Class Action Waiver apply to any Dispute that may arise between you (or anyone acting for, on behalf or through you) and PRN ON Demand with respect to your decision to assume the risks described herein, including your potential or actual injury, illness and/or death.

10. INTELLECTUAL PROPERTY OWNERSHIP

10.1 PRN ON Demand Intellectual Property. The PRN Portal, as well as any metadata or other information generated by the PRN Portal or submitted by a Customer or Professional Healthcare User for the purpose of posting or fulfilling a Service Request, submitting a Service Request Offer, or entering into an Engagement, and all worldwide intellectual property rights therein, are the exclusive property of PRN ON Demand. Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-sublicensable, non-transferrable, revocable license to: (1) access and use the PRN Portal by a computer or personal device solely in connection with your use of the services provided thereon; and (2) access and use any content, information and related materials that may be made available through the PRN Portal in each case solely for your use in connection with the purpose for which the PRN Portal is intended by PRN ON Demand (i.e., to facilitate communication between, and matching of, Customers and Healthcare Professional Users to fulfill Service Requests. Any rights not expressly granted herein are reserved by us and our licensors.

Healthcare Professional User is expressly prohibited from, and acknowledges and agrees not to: (1) use the PRN Portal for any purpose other than its intended purpose including, without limitation, offering any goods or services other than those Service requested in a Service Request; (2) remove or attempt to remove any copyright, trademark or other proprietary notices of the PRN Portal: (3) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the PRN Portal except as expressly permitted under the Agreement or otherwise by PRN ON Demand; (4) decompile, reverse engineer or disassemble the PRN Portal, or make any attempt to do so, except as may be permitted by applicable law; (5) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying or otherwise data mining any portion of the PRN Portal, or unduly burdening or hindering the operation and/or functionality of any aspect of the PRN Portal; (6) intentionally infect or attempt to infect any aspect of the PRN Portal with a virus, malware or other computer program or code that may have a negative effect on its operation and/or functionality; (7) attempt to gain unauthorized access to or impair any aspect of the PRN Portal, or its related systems or networks, (8) rent, lease, loan or sell access to the PRN Portal, (9) use any content of the PRN Portal on any other website or in a networked computer environment for any purpose except your own viewing, (10) access the PRN Portal in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating the PRN Portal.

Healthcare Professional User further acknowledges that he/she shall not obtain by this Agreement any right title or interest in the name, logos, trademarks, or copyrights of PRN ON Demand or its licensors, affiliates or suppliers, nor shall this Agreement give Customer the right to use, refer to, or incorporate in marketing or other materials the name, logos, trademarks or copyrights of PRN ON Demand or its licensors, affiliates or suppliers.

10.2 Healthcare Professional User Content License. When you post content on the PRN Portal or provide PRN ON Demand with content, you represent and warrant that you have the right, power, and authority to post that content and grant the licenses specified below. You further represent and warrant that by posting or providing such content you will not violate third-party rights of any kind, including, without limitation, any intellectual property rights, rights of publicity, and privacy rights. To the extent your content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such user content and that PRN ON Demand may exercise the rights to your content granted under this Agreement without any liability or obligation for any payment.

To the extent permitted by applicable law, you also grant to PRN ON Demand and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all content you post and your name, voice, and/or likeness as contained in your content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the PRN Portal and PRN ON Demand’s (and our successors’ and Affiliates’) business, including, without limitation, for promoting and redistributing part or all of the PRN Portal (and derivative works thereof) in any media formats and through any media channels. You also hereby grant PRN ON Demand a non-exclusive license to access your content through the PRN Portal and to use, reproduce, distribute, display, and perform such content to the extent permitted through the normal functionality of the PRN Portal and subject to all applicable confidentiality and other provisions of this Agreement, our Privacy Policy, and applicable law.

Notwithstanding the foregoing paragraph, PRN ON Demand will only use or disclose content you post to any non-public area of the PRN Portal to the extent necessary to provide services to you as further described in our Privacy Policy or herein.

To the extent permitted by applicable law, the licenses to content granted by you in this Agreement are irrevocable and perpetual.

10.3 PRN Platform Enhancement Suggestions. Healthcare Professional User hereby grants to PRN ON Demand a royalty-free, worldwide, transferable, irrevocable, perpetual license to use, reproduce, modify and/or incorporate into the PRN Portal or PRN ON Demand Intellectual Property, and otherwise fully exploit to the extent permitted by law, any and all suggestions, enhancement requests, recommendations or other feedback provided by Healthcare Professional User related to the PRN Portal or PRN ON Demand Intellectual Property.

11. DISCLAIMERS

THE PRN PORTAL AND PRN CUSTOMERS ARE PROVIDED “AS-IS” AND “AS-AVAILABLE.” PRN ON DEMAND EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, THAT ARE NOT SET FORTH EXPRESSLY IN THIS AGREEMENT, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. PRN ON DEMAND MAKES NO GUARANTEE OR WARRANTY THAT (A) PROFESSIONAL HEALTHCARE USERS WILL BE PRESENTED WITH ANY SERVICE REQUESTS OR ENTER INTO ANY ENGAGEMENTS; (B) CUSTOMERS WILL NOT CANCEL ANY ENGAGEMENTS THAT ARE ENTERED INTO AND/OR PAY THE AGREED UPON COMPENSATION; (C) THE PRN PORTAL WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (D) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRN PORTAL WILL BE ACCURATE, RELIABLE, TIMELY, AVAILABLE, OR OF ANY PARTICULAR QUALITY OR SUITABILITY. PRN ON DEMAND DOES NOT AND CANNOT GUARANTEE THAT CUSTOMERS WILL SUBMIT SERVICE REQUESTS IN EACH GEOGRAPHIC AREA IN WHICH HEALTHCARE PROFESSIONAL USER SEEKS TO PROVIDE SERVICES, INCLUDING AT THE LOCATION(S), DATE(S) AND TIME(S) THAT HEALTHCARE PROFESSIONAL USER PREFERS, OR THAT EACH SERVICE REQUEST OR SERVICE REQUEST OFFER SUBMITTED TO THE PRN PORTAL WILL BE TIMELY DISPLAYED ON THE PRN PORTAL OR RESULT IN A MATCH OR AN ENGAGEMENT.

IT IS THE SOLE RESPONSIBILITY OF EACH HEALTHCARE PROFESSIONAL USER TO VERIFY THE ACCURACY AND COMPLETENESS OF ANY AND ALL INFORMATION HE/SHE SUBMITS AND/OR PROVIDED BY OR RECEIVED FROM ANY CUSTOMER OF THE PRN PORTAL, AND PRNONDEMAND DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, THAT INFORMATION RECEIVED OR PROVIDED BY ANY HEALTHCARE PROFESSIONAL USER OR CUSTOMER IS ACCURATE OR COMPLETE.

PRNONDEMAND DOES NOT GUARANTEE THE QUALITY, SUITABILITY, OR SAFETY OF THE LOCATION OR WORKING CONDITIONS OF ANY CUSTOMER. HEALTHCARE PROFESSIONAL USER ACKNOWLEDGES AND AGREES THAT PRN ON DEMAND HAS NO LIABILITY FOR THE ACTION, OR INACTION, OF ANY CUSTOMER OR CUSTOMER PERSONNEL INCLUDING FOR ANY INJURY OR LOSS TO ANY PARTY RELATING TO OR IN ANY WAY ARISING OUT OF THE HEALTHCARE PROFESSIONAL USER’S PERFORMANCE OF SERVICES ON BEHALF OF A CUSTOMER PURSUANT TO AN ENGAGEMENT AND THAT THERE IS NO EMPLOYMENT, JOINT VENTURE, OR AGENCY RELATIONSHIP BETWEEN PRN ON DEMAND AND ITS CUSTOMERS.

12. LIMITATION OF LIABILITY

HEALTHCARE PROFESSIONAL USER ACKNOWLEDGES AND AGREES THAT PRN ON DEMAND WILL NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXPLEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, GOODWILL, LOST DATA, THE COST OF REPLACEMENT GOODS OR SERVICES, BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES, WHETHER FORESEEABLE OR NOT, RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE PRN PORTAL OR SERVICES RELATED THERETO, REGARDLESS OF THE FORUM OF THE ACTION OR CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF PRN ON DEMAND, EVEN IF PRN ON DEMAND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

HEALTHCARE PROFESSIONAL USER FURTHER ACKNOWLEDGES AND AGREES THAT PRN ON DEMAND WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, TO FOR ANY DAMAGES, LIABILITY OR LOSS ARISING OUT OF: (1) THE USE OF, RELIANCE ON, OR INABILITY TO USE, THE PRN PORTAL OR SERVICE RELATED THERETO (INCLUDING ACCESS DELAYS OR INTERRUPTIONS, OR DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION OR MODIFICATION), (2) TERMINATION, SUSPENSION, LOSS, OR MODIFICATION OF THE SERVICES PROVIDED BY THE PRN PORTAL OR SERVICE RELATED THERETO, (3) ANY TRANSACTION BETWEEN HEALTHCARE PROFESSIONAL USER AND ANY CUSTOMER, (4) ACTS OR OMISSIONS OF OTHER HEALTHCARE PROFESSIONAL USERS OR CUSTOMERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND/OR ANY OTHER PERSONS ACTING FOR OR ON BEHALF OF THEIR BEHALF, INCLUDING, WITHOUT LIMITATION, THE PROVISION OF INACCURATE, INCOMPLETE OR MISLEADING INFORMATION, (5) LOSS INCURRED BY HEALTHCARE PROFESSIONAL USER IN CONNECTION WITH THE OPERATION OF HIS/HER BUSINESS OR OFFERING OF HIS/HER SERVICES, (6) EVENTS BEYOND THE REASONABLE CONTROL OF PRN ON DEMAND OR ITS SUBCONTRACTORS, VENDORS OR AFFILIATES, (7) APPLICATION OR ANY APPLICABLE LAW, REGULATION OR PRN ON DEMAND POLICY OR PROCEDURE, (8) UNAUTHORIZED ACCESS TO OR ALTERATION OF HEALTHCARE PROFESSIONAL USER’S ACCOUNT OR TRAMISSIONS OR DATA, (9) STATEMENTS OR CONDUCT OF ANY CUSTOMER OR HEALTHCARE PROFESSIONAL USER OF THE SERVICES, OR (10) ANY OTHER MATTER RELATING TO HEALTHCARE PROFESSIONAL USER’S USE OF THE PRN ON DEMAND PORTAL OR RELATED SERVICES.

HEALTHCARE PROFESSIONAL USER FURTHER AGREES THAT PRN ON DEMAND’S MAXIMUM AGGREGATE LIABILITY TO HEALTHCARE PROFESSIONAL USER SHALL BE THE LESSER OF THE TOTAL AMOUNT OF FEES RECEIVED BY PRN ON DEMAND IN CONNECTION WITH THE ENGAGEMENT(S) THAT FORM THE BASIS OF YOUR DISPUTE WITH PRN ON DEMAND OR FIVE HUNDRED DOLLARS ($500.00), AND HEALTHCARE PROFESSIONAL USER ACKNOWLEDGES AND AGREES THAT THIS WILL BE HIS/HER EXCLUSIVE REMEDY UNDER THIS AGREEMENT AND OTHERWISE AS RELATES TO THE USE OF THE PRN PORTAL AND THE SERVICES RELATED THERETO. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTIAL DAMAGES, TO THE EXTENT THE LAW OF SUCH STATES OR JURISDICTIONS IS FOUND TO APPLY, PRN ON DEMAND’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON THE CHOICE OF LAW PROVISION SET FORTH BELOW.

HEALTHCARE PROFESSIONAL USER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS CONTAINED IN THIS SECTION ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND, ABSENT SUCH LIMITATIONS, PRN ON DEMAND WOULD NOT ENTER INTO THIS OR ANY AGREEMENT TO PROVIDE ACCESS TO HEALTHCARE PROFESSIONAL USER TO THE PRN PORTAL AND SERVICES RELATED THERETO.

13. INDEMNIFICATION

Healthcare Professional User agrees to indemnify and hold PRN ON Demand harmless from any and all claims, demands, losses, liabilities, expenses (including attorneys’ fees), arising out of or in connection with: (1) Healthcare Professional User’s use of the PRN Portal and the services related thereto, including any services provided by Healthcare Professional User to any Customer; (2) Healthcare Professional User’s breach or violation of any of the terms of this Agreement; and/or (3) the violation of the rights of any third-party by Healthcare Professional User and/or his/her employees, agents, representatives, or other persons acting for or behalf of Healthcare Professional User to the extent such violation is related to the PRN Portal and/or the services related thereto.

14. BINDING ARBITRATION AND CLASS ACTION WAIVER

We hope to never have a Dispute with Healthcare Professional User, but if one arises, it is expressly agreed that PRN ON Demand and Healthcare Professional User will first try to resolve it informally for 60 days. It is further expressly agreed that if it cannot be resolved informally, the Dispute shall be fully resolved by binding individual arbitration before the American Arbitration Association (“AAA”) under the Federal Arbitration Act (“FAA”). By agreeing to arbitrate, both Healthcare Professional User and PRN ON Demand are waiving the right to sue in a court and to a trial before a judge or jury. Instead, a neutral arbitrator will decide and the decision of the arbitrator shall be binding and final (except for a limited right to an appeal under the FAA) and may be entered as a final, binding decision by any court of competent jurisdiction.

Healthcare Professional User and PRN ON Demand further agree that class action lawsuits, class-wide arbitrations, private attorney general actions, and any other proceeding where someone acts in a representative capacity are not allowed, nor is combining individual proceedings without the consent of all parties (all such proceedings are referred to herein as “Collective Proceedings”). Both Healthcare Professional User and PRN ON Demand expressly waive the right, to the extent it exists, in any and all types of Collective Proceedings. Notwithstanding any other clause contained in this Agreement or the applicable AAA Rules, any claim that all or part of this waiver of Collective Proceedings is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any instance in which (1) the Dispute is field as a Collective Proceeding and (2) there is a final judicial determination that all of part of the waiver of Collective Proceedings is unenforceable, the Collective Proceeding to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the waiver of Collective Proceedings that is enforceable shall be enforced in arbitration.

The term “Dispute”, which shall be construed as broadly as possible, includes any claim or controversy arising out of or related to this Agreement, the PRN Portal or the services related thereto, Healthcare Professional User’s classification as an independent contractor, Healthcare Professional User’s provision of services to any Customer, or the termination of this Agreement, under any legal theory including contract, warranty, tort, statute or regulation, but excluding any dispute related to PRN ON Demand’s intellectual property rights.

The arbitration shall be held in the state of Utah. If the amount at issue in the Dispute is $75,000 or less, the AAA Consumer Arbitration Rules will apply. If the amount at issue in the Dispute exceeds $75,000, the AAA Commercial Arbitration Rules will apply. It is expressly agreed that any questions concerning the arbitrability of a Dispute shall be determined by the arbitrator and that the arbitrator shall not have any authority to, and shall not, award punitive or exemplary damages.

15. TERMINATION

Either party may terminate this Agreement without cause, effective immediately upon written notice to the other party; provided, however, that Sections 5 (“Code Of Conduct And Performance”), 6 (“Payments”), 7.2 (“Benefits and Contributions”), 8 (“Confidentiality”), 9.3 (“Non-Solicitation”), 10 (“Intellectual Property Ownership”), 11 (“Disclaimers”), 12 (“Limitation of Liability”), 13 (“Indemnification”), 14 (“Binding Arbitration And Class Action Waiver”), 15 (“Termination”) and 16 (“Miscellaneous”) shall survive any termination of this Agreement.

PRN ON Demand reserves the right to immediately terminate your access to the PRN Portal, without notice, if you have not entered into an Engagement in the previous twelve calendar months or if you are in material breach of any provision of this Agreement.

16. MISCELLANEOUS

16.1 Applicable Law. This Agreement is governed by and construed in accordance with the laws of the State of Utah, without regard to and excluding that state’s choice of law and conflicts of law principles, and all claims relating to or arising out of this Agreement, the PRN Portal and/or the services related thereto, whether sounding in contract or tort or otherwise, shall likewise be governed by the laws of the State of Utah without regard to and excluding that state’s choice of law and conflicts of law principles. This choice of law provision does not apply to the arbitration clause in Section 14 of this Agreement or to any arbitrable Disputes defined therein. As described in Section 14, the Federal Arbitration Act and the applicable AAA Rules shall apply to any such Dispute.

16.2 Waiver and Severability. Any failure by us to enforce any of our rights under this Agreement or any applicable laws shall not constitute a waiver of such right. If any of provision within this Agreement is found to be invalid, void, or for any reason unenforceable, such provision shall be struck from this Agreement and replaced by a provision provided by us that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of PRN ON Demand as reflected in the original provision. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain enforceable to the fullest extent under the law.

16.3 Assignment. This Agreement and Professional Healthcare User’s rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by Professional Healthcare User without PRN ON Demand’s express prior written consent. Any attempted assignment, delegation or transfer in violation of the foregoing will be null and void. PRN ON Demand may assign this Agreement or any of its rights under this Agreement without Professional Healthcare User’s written consent to: (1) any subsidiary or affiliate; (2) any acquirer of PRN ON Demand’s equity, business or assets; or (3) a successor by merger.

16.4 Notices. PRN ON Demand may give any notice required by this Agreement by means of a general notice on the PRN Portal, electronic mail to the email address on record with PRN ON Demand for Professional Healthcare User’s account, or by written communication sent by first class mail or pre-paid post to the address on record with PRN ON Demand for Professional Healthcare User’s account. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or upon sending (if sent by email). Professional Healthcare User may give notice to us, with such notice deemed sufficient when actually received by us, at any time by first class mail or pre-paid post to the following:

PRN ON Demand

PO Box 981916

Park City, UT 84098-1916

16.5 Modifications to PRN Portal. PRN ON Demand reserves the right at any time to modify or discontinue, temporarily or permanently, the PRN Portal (or any part thereof) with or without notice. You agree that PRN ON Demand shall not be liable to you or to any third party for any modification, suspension or discontinuance of the PRN Portal (or any part thereof).

16.6 Entire Agreement. The terms set forth herein, as well as any additional terms, conditions, rules, policies, and service agreements of PRN ON Demand that are incorporated herein by reference, together with all modifications thereto, constitute the entire agreement between you and PRN ON Demand concerning the PRN Portal and the services related thereto, and supersedes and governs any and all prior proposals, agreements or other communications between the parties. The terms of this agreement may not be waived, modified or supplemented, in whole or in part, except upon written permission or amendment by PRN ON Demand.

17. CONTACTING PRN ON DEMAND

If you wish to report a violation of this Agreement, or have any questions or need assistance regarding this Agreement, please contact PRN ON Demand, at legal@prnondemand.com.