WhiteBadge Facility Agreement

Who is bound. This Agreement binds the organization for which we set up a Facility account on WhiteBadge, for all of its sites on the Platform. If your sites are owned or operated by more than one legal entity, each of them is bound by this Agreement and is responsible for the amounts owed for its sites.

How you accept it. You accept this Agreement at the earliest of these moments: when a person authorized to act for you signs or electronically accepts it, or an order form or other document that refers to it; when you accept it where we present it to you; or when any of your users posts work, selects a professional, approves a timesheet, or pays an invoice on the Platform after we have sent this Agreement to you or shown it to you on the Platform.

Authority. The person who accepts this Agreement for you confirms that they are authorized to bind you, including each legal entity that owns or operates any of your sites. Each of your users confirms that they are authorized to act for you on the Platform.

Our Terms and Privacy Policy. The WhiteBadge Terms of Service (the "Terms") also apply to you and your users, and our Privacy Policy explains how we handle your users' personal information. Capitalized words that this Agreement does not define have the meanings the Terms give them.

• Platform has the meaning the Terms give it and includes the facility console, where your users manage your work on WhiteBadge.
• Site means each of your locations on the Platform. We group your sites in a network.
• Professional means a healthcare professional who uses WhiteBadge to find work.
• Assignment means a per diem shift, or a local or travel contract, posted for one of your sites.
• Position means a permanent job opening with you that we list on the Platform.
• Pay rate means the hourly rate a posting offers professionals. Platform fee means our fee for each hour billed. Bill rate means the pay rate plus the platform fee.
• Pricing terms means the terms that set the platform fee, any subscription fee, and the payment terms for your network or for a site.
• Your users means the people who sign in to the Platform with logins set up for you.

The Platform. You post Assignments for your sites, professionals apply, you choose from the applicants, and the professional you select confirms or declines. We also list Positions and share applicants with employers, as Section 11 explains.

How professionals work through WhiteBadge. Professionals work Assignments through WhiteBadge, either as W-2 employees of Allied Health Careers, LLC, co-employed with our professional employer organization (PEO) partner, which handles payroll, tax withholding, and related administration, or as independent contractors under contract with Allied Health Careers, LLC. We or our PEO partner, not you, pay professionals for their approved time. As between you and WhiteBadge, professionals working Assignments are not your employees, and you must not pay them directly for work they do through the Platform, enroll them in your employee benefit plans, or otherwise treat them as your employees.

Your direction of the work. You direct and supervise the day-to-day work professionals do at your sites, and you are responsible for patient care, clinical supervision, and the conditions at your sites. For a professional who works as an independent contractor, your direction covers the site, schedule, and duties of the Assignment and the protocols, clinical standards, and supervision the law and your policies require; you will not otherwise control the manner and means of their professional work. WhiteBadge does not provide medical care and does not direct professionals' clinical judgment or patient care.

Credentials. Professionals upload their credentials, such as certifications, state licenses, and BLS, and a government-issued photo ID. Our systems pre-screen uploads for completeness, a WhiteBadge reviewer makes every approval decision, and we may also check public license registries and issuing bodies. A "verified" credential means our reviewer accepted the document the professional submitted at the time of review. It is not a guarantee of a professional's qualifications, competence, licensure, or fitness for any particular work, and it does not replace your own credentialing. Before a professional works at your sites, you are responsible for any primary-source verification, competency validation, and privileging that your policies, regulators, accrediting bodies, or payers require of you. The requirements the console applies to a posting automatically, such as the credentials for its modality and the site's state license, are WhiteBadge's own rules. They are not legal advice, and you decide whether they meet your requirements and those of your regulators, accrediting bodies, and payers.

Background checks and other screening. We may request a background check on a professional through a consumer reporting agency (currently Checkr). We don't give Facilities the reports or results of those checks, except that a professional's application for one of your Positions may show that their check came back clear and when, and Section 11 limits how you may use that. Our screening is not a guarantee about any professional. You are responsible for any screening your policies, regulators, or payers require of people who work at your sites, such as drug screens or checks against government exclusion lists, except screening we have agreed in writing to perform for you. If you obtain a background check on a professional yourself, you must comply with the Fair Credit Reporting Act and state law, including the disclosure, authorization, and adverse-action steps they require.

No guarantee of coverage. We don't guarantee that any professional will apply for, be selected for, confirm, arrive for, or complete an Assignment, that cancelled work will be filled again, or that you will receive any number of applicants. We may stop a professional from working an Assignment, for example if a credential expires or is under review, or for safety, and if that affects a confirmed Assignment at your sites, we aim to let you know promptly.

Accurate postings. You must post accurate details for each Assignment, including its site, dates, times, pay rate, and modality, and keep them up to date. If you need a requirement the console does not apply automatically, such as a particular certification or a health screening, tell us in writing before you post work that depends on it. We can't check for a requirement we were not told about, and we don't guarantee that a professional meets any requirement (Section 14).

Your rates. You set the pay rate for each posting. Any amount for stipends is part of the pay rate (Section 7). The console may show a suggested rate. A suggested rate is an estimate from WhiteBadge's rate model, not advice about wages or a promise that work will be filled, and you decide the rate you post.

Choosing professionals. You choose among applicants and may invite professionals to apply. You must make selection decisions without unlawful discrimination and must not ask us or a professional for information about a characteristic protected by law.

When an Assignment is formed. An Assignment is formed when the professional you select confirms it. You can't confirm for a professional. Once an Assignment is formed, you are committed to it, and you can cancel it only as Section 9 describes.

Your content. You give WhiteBadge a worldwide, non-exclusive, royalty-free license to host, store, copy, display, format, adapt for display, and distribute the postings, site details, names, logos, messages, reviews, and other content you and your users provide, and to let our service providers do these things for us, to operate, provide, and improve the Platform, including to show your Assignments and Positions to professionals and your ratings and reviews as Section 12 describes. This license is in addition to the license the Terms give us to Your Content. It continues after you remove content or this Agreement ends for content already shared with professionals, ratings and reviews already shown, the records of Assignments, timesheets, and invoices, copies in our backups for the time our Privacy Policy states, and records we keep as our Privacy Policy describes or the law requires. To the extent the law allows, you waive any moral rights in that content that would stop us from using it under this license. You confirm that you have the right to give us that content and this license, and that the content is accurate and lawful and doesn't infringe or violate anyone's copyright, trademark, privacy, or other rights.

Postings we may refuse. We may decline or remove a posting that is inaccurate, unlawful, or inconsistent with this Agreement or the Terms. We aren't required to review or monitor postings, messages, reviews, or other content before or after it appears on the Platform, and you are responsible for the content you and your users provide.

Copyright. The Terms' process for copyright notices and counter-notices, sent to our designated Copyright Agent, applies to content you and your users provide, and you can use it to report content on the Platform that you believe infringes your copyright. Under our repeat-infringer policy, in appropriate circumstances, we close the logins, and the Facility accounts, of users who repeatedly infringe others' copyrights.

You agree to:

• direct and supervise professionals' work at your sites, with the clinical supervision, protocols, and support you give your own staff doing the same work;
• give each professional the orientation, site-specific training, and competency assessment your policies or the law require, including on your equipment, emergency procedures, and infection control;
• provide a safe workplace that complies with the law, including workplace safety and radiation safety laws, with the equipment, supplies, and personal protective equipment the work needs and any radiation dose monitoring the law requires for professionals at your sites, and give each professional the dose records and reports the law requires;
• not ask a professional to do work outside the scope of their license, their credentials, or the Assignment they confirmed, or work that the law of your site's state does not permit them to perform, such as an exam a limited-scope operator may not perform there;
• allow professionals the meal and rest breaks the law requires, and not ask a professional to work any time that is not recorded on the Platform;
• prevent and respond to harassment, discrimination, and retaliation at your sites, including by your staff, as the law requires;
• give a professional who is injured, or exposed to blood or other potentially infectious materials, at your sites the immediate care and post-exposure evaluation the law requires of you, and tell us promptly about any such injury or exposure, any incident involving a professional that could affect patient safety or lead to a claim, and any concern about a professional's conduct or competence, and cooperate with any investigation; and
• keep the licenses, certifications, and accreditations your operations require, and comply with all laws that apply to your sites and to your use of the Platform.

Insurance. You will maintain, with financially sound insurers, general liability and professional liability insurance covering your operations and the care provided at your sites, including care provided by professionals while they work Assignments under your direction where your insurers make that coverage available, and workers' compensation insurance for your own employees as the law requires, each in amounts customary for organizations like yours, and will give us proof on request. Your insurance is primary for claims arising from the conditions at your sites and the care provided there, and where your insurer allows, your general liability policy will name WhiteBadge as an additional insured.

Patient information. The Platform is not built to receive patient information. You and your users must not post, upload, or send through the Platform any patient information, including patient names, photos, medical images or records, identifiers, or anything else that could identify a patient, whether in postings, notes, messages, timesheets, disputes, reviews, support requests, conversations with WhiteBadge Digital Support, or anywhere else. If patient information reaches the Platform, tell us promptly, and we may delete it. Professionals' access to patient information at your sites is under your control, and you are responsible for the training, access controls, and confidentiality terms you require of the people who work there. If you are a covered entity under HIPAA, you will treat professionals who work at your sites under your direct control as members of your workforce as HIPAA defines it (45 C.F.R. 160.103), and give them the HIPAA training, policies, and access controls you give your workforce. WhiteBadge does not agree to act as your business associate under HIPAA, and nothing in this Agreement makes it one.

Clock-in records. Professionals clock in and out on the Platform, and the Platform enforces the clock-in time window. At clock-in, the app or the web app checks the professional's distance from the site on the professional's own device, and the Platform records only the outcome, that the clock-in was in range or that the professional confirmed being at the site because they seemed far away or their location wasn't available, with its time. These records help you review timesheets, but they don't prove where a professional was.

Approving timesheets. Professionals submit a timesheet for each Assignment. You must review timesheets promptly and either approve each one or send it back with a reason. Check the hours before you approve: approving a timesheet confirms the hours on it. We rely on your approval to pay the professional and to bill you, so an approved timesheet is final for billing, except for a dispute raised under this section or an error we correct.

Automatic approval. If the console's Timesheets page says that pending timesheets are approved automatically, any timesheet still pending at the time it states is approved automatically and is treated as approved by you. You can still dispute it under this section.

Disputes. You can dispute a timesheet in the console, including after you approve it. Only you, the professional, and WhiteBadge see a dispute. We resolve it based on the Platform's records and what you and the professional tell us, and any change to an amount we billed appears on a later invoice. You must raise a dispute about a timesheet before the due date of the invoice that bills it. If a professional disputes a timesheet you sent back or did not approve, and we find on the Platform's records and what you and the professional tell us that the time was worked, the timesheet is treated as approved by you for those hours, and we may bill them on a later invoice.

The Platform is the record. Postings, selections, confirmations, cancellations, clock-in and clock-out times, timesheets, approvals, invoices, and payments are recorded on the Platform. The Platform's records are the record of each Assignment and its charges unless there is an obvious error. Keep your own copies of the invoices and records you need; the console lets you download invoice lines.

What you pay. For each approved hour, you pay the bill rate: the professional's pay rate plus our platform fee. You also pay the cancellation fees in this section and any subscription fee your pricing terms include. All amounts are in US dollars.

Pricing terms. The platform fee is set by the pricing terms for your network, or by a site's own pricing terms where we have set them for that site. Unless we have told you in writing (email counts) that other pricing terms apply, the platform fee is 25% of the pay rate, and no subscription fee applies. For example, at a pay rate of $60.00 an hour, the platform fee is $15.00 an hour and the bill rate is $75.00 an hour. Pricing terms may instead set a fixed fee per hour, a fixed fee per hour plus a percentage of the pay rate, or a periodic subscription fee, alone or with an hourly fee. We will tell you the pricing terms for any of your sites on request.

Stipends. Any amount a posting includes for stipends is part of the pay rate and is billed the same way as hourly pay, platform fee included.

Pay the law requires. If the law requires a professional to be paid more than the pay rate for work at your sites, such as overtime pay for hours worked at your sites, a minimum wage above the posted rate, meal- or rest-break premium pay, or reporting-time pay when a shift at your site is cut short, we may bill you that additional pay the same way as hourly pay, platform fee included.

Subscription fees. If your pricing terms include a subscription fee, we invoice it for each billing period they state, such as monthly, quarterly, or annually, and it continues for each following period for as long as your pricing terms include it, until they change or this Agreement ends. A subscription fee is not prorated or refunded for part of a billing period, including the period in which this Agreement ends, unless your pricing terms say otherwise or the law requires it.

What invoices show. Invoices show the professional's pay rate and our platform fee for the work billed, so you can see what a professional is paid for work at your sites, before taxes and withholding.

Cancellation fees. No cancellation fee applies when you cancel work that no professional has applied for, been selected for, or confirmed. Otherwise, we may charge a cancellation fee, calculated on the expected charge for the work: the bill rate times the hours scheduled for the shift or, for a contract, for one scheduled day. The fee schedule is:

• 72 hours or less before the start, or after it: up to 50% of the expected charge. The start is the scheduled start in the site's local time; for a contract, it is the start of its first working day.
• More than 72 hours before the start: up to 25% of the expected charge, and only if that site already has two or more cancellation fees for work dated in the same calendar month as the work you cancel.
• Work re-opened by a professional's cancellation: if a professional's own cancellation re-opened the work, a fee applies only if a professional has confirmed the work when you cancel it.

Only one cancellation fee applies to each piece of work, and it appears as a line on the site's invoice. A cancellation we make at your request counts as yours. We may waive or credit any cancellation fee. You agree that these fees are a reasonable estimate of the losses that late and repeated cancellations cause WhiteBadge and, for late cancellations, professionals, which are hard to measure, and are not a penalty.

Positions. We don't charge you for listing a Position or for sharing applicants with you.

Changes to pricing. We may change your pricing terms on reasonable advance notice in writing; email counts. A change applies to timesheets approved and cancellations made after it takes effect, and to subscription billing periods that start after it takes effect. If you don't accept a change, you may stop posting work and end this Agreement under Section 17 before the change takes effect.

Taxes. Our fees and charges don't include sales, use, or similar taxes. If any applies, you pay it, except taxes on our income.

Weekly invoices. We invoice each of your sites weekly for its approved timesheets. The billing week runs from Saturday at 11:59 pm to the following Saturday at 11:59 pm in the site's local time. A shift belongs to the week in which it ends, so a shift that runs overnight across the end of a billing week is billed on the following week's invoice. If an invoice states a different billing period, that period applies to that invoice. A timesheet approved after its week's invoice has been issued may be billed on a later invoice. Cancellation fees, corrections, and any subscription fee also appear on invoices.

Issue and due date. After a billing week closes, we issue its invoice in the console, and it becomes payable. Each invoice states its due date. You must pay each invoice in full by its due date.

Corrections. We may correct an invoice, or show corrections, credits, and late approvals on a later invoice, and we may carry a credit forward to a later invoice. A credit applies only to amounts you owe us; after this Agreement ends and everything you owe is paid, we will refund any remaining credit balance you ask us for in writing.

How to pay. You can pay an invoice by card in the console through our payment processor (currently Converge, by Elavon), whose payment window takes your card details directly; we don't receive or store your card number. You can also pay by bank transfer or another method we accept, and then mark the invoice paid in the console. An invoice is paid only when we receive the funds and confirm the payment. If a payment is reversed, declined, or charged back, the amount is owed again. Before you ask your card issuer or bank to reverse a payment, raise the issue with us under "Disputed invoices" below. If you reverse or charge back a payment for an amount you did not dispute with us first, or that we found was owed after reviewing your dispute, you will also pay any fee our payment processor charges us for the chargeback.

Disputed invoices. If you believe an invoice is wrong, tell us before its due date, through the console's timesheet dispute tools or at support@whitebadge.io, and describe the error. You must pay the undisputed part by the due date. We will review your dispute in good faith, and any correction appears as Section 6 and this section describe.

Overdue invoices. An invoice not paid in full by its due date is overdue. While any invoice is overdue, we may, after telling you, suspend your ability to post new work or book professionals. You will pay our reasonable costs of collecting overdue amounts, including collection agency and attorneys' fees, to the extent the law allows. You may not withhold or set off any amount you owe us against an amount you believe we owe you, except an amount you have disputed under this section.

Your cancellations. You can cancel a posting or an Assignment in the console. Section 7 sets out the cancellation fees that may apply, and we notify the professionals affected.

Cancellations by professionals. A professional may cancel a confirmed Assignment before it starts, as the Terms allow. We then re-open the work to other professionals, but we don't guarantee a replacement. You owe nothing for work that was not performed, other than any cancellation fee for your own cancellation.

Professionals who don't arrive. If a professional doesn't arrive for an Assignment or leaves early, tell us right away. You pay only for time worked that is approved, or treated as approved under Section 6, and if you end an Assignment early, you pay for the time the professional worked and any pay that Section 7 says the law requires. To the extent the law allows, not paying for work that was not performed is your only remedy when a professional cancels, doesn't arrive, or leaves early.

Hiring for Positions. No conversion fee applies when you hire a professional who applied for one of your Positions through the Platform.

Hiring outside the Platform. A professional who applied for, was invited to, was selected for, or worked any of your Assignments is one you met through the Platform. During the period stated below, you must not hire or engage a professional you met through the Platform outside the Platform, whether as an employee, as a contractor, or through another staffing company, unless you first tell us in writing and pay us the conversion fee stated below. You must also make sure that your affiliates, and any organization that staffs or manages your sites for you, do not do so. If you, or any of them, hire or engage a professional in breach of this section, you owe the conversion fee, and you will give us the information we reasonably need to calculate it. This section does not apply to a professional who was your employee or contractor before they first applied for, were invited to, or were selected for any of your Assignments.

Conversion fee and period. The conversion fee is the greater of $10,000 or 25% of the professional's first 12 months of anticipated compensation from you, and this section applies until 12 months after the professional last applied for, was invited to, was selected for, or worked any of your Assignments.

State law. This section applies only to the extent the law of the state where the professional works allows. If that law bars or limits a conversion fee or a restriction on hiring, the fee and the period are reduced to what that law allows, or do not apply. Nothing in this section limits any professional's right to work for anyone.

Listing your openings. We may list your publicly posted job openings as Positions on the Platform, present their details in our own words, and show your name and logo with them. We take a Position down once we find that its source posting has been removed. Where the law requires a job posting to include its pay range or other details, make sure your source posting includes them, and tell us at support@whitebadge.io if a Position we list leaves them out. You can ask us at support@whitebadge.io to stop listing your openings, and we will take down the ones we listed.

Applicants. When a professional applies for one of your Positions, we may share the professional's application profile for that Position with you, and anything else the professional chose to share for it, such as their resume. You decide whether to interview or hire. Any offer, and any employment that follows, is between you and the professional; WhiteBadge is not a party to it and is not the employer for a Position.

Using applicants' information. Use applicants' information only to evaluate them for the Position they applied for and to contact them about it, and follow employment, anti-discrimination, and privacy laws in doing so. Don't treat any background-check information you receive through the Platform, or its absence, as the basis for an employment decision; if you want a background check, obtain your own and comply with the Fair Credit Reporting Act and state law.

Filled or withdrawn Positions. Tell us when you fill or withdraw a Position so we can take it down.

Professionals' information. Information about professionals that you receive through the Platform, including their names, profiles, credential documents, ratings, pay rates, schedules, and messages, is confidential. You must use it only to staff and manage Assignments at your sites and to evaluate applicants for your Positions; limit access to people who need it for those purposes; protect it with reasonable administrative, technical, and physical safeguards; not sell it, share it outside your organization except as the law requires, or use it for marketing; and comply with the privacy and data security laws that apply to it. Delete it when you no longer need it for those purposes, except records the law requires you to keep. Tell us promptly if you can no longer meet these obligations. We may take reasonable steps to stop and remedy any use of the information that this Agreement doesn't allow, including suspending your access.

Health screening documents. If the Platform shows you a professional's health screening document that you require, such as a TB test result, use it only to confirm that the professional meets your requirement, keep it confidential and, where the law requires, apart from personnel files, share it only with the people who need it for that purpose, and don't ask a professional for other medical information except as the law allows.

Security. If you learn of unauthorized access to or use of professionals' information you received through the Platform, or of your users' logins, tell us promptly at support@whitebadge.io and cooperate with our response. You are responsible for any notice the law requires you to give about an incident at your organization, and you will reimburse our reasonable costs of investigating and of giving the notices the law requires of us because of an incident caused by you or your users. We use reasonable safeguards designed to protect the Platform and the information in it, but no system is perfectly secure. If we learn of a security incident that affects your information, we will notify you as the law requires.

Messages. Your users with messaging access can message professionals in the console. Use messages only for your Assignments and Positions, follow the Terms' "Community rules," and don't use messages to arrange work or payment outside the Platform. WhiteBadge can access messages between your users and professionals to provide support, keep users safe, enforce the Terms and this Agreement, and comply with the law.

Reviews. You may rate and review professionals who worked your Assignments. Reviews must be honest, based on real experience, and free of patient information and unlawful discrimination. Your ratings may count toward the overall rating other Facilities see. When a professional applies for a Position, the application profile we share with that employer may include your ratings and reviews of that professional, with your comments, your Facility's name, and the date. We may remove reviews that break these rules.

How we use your information. You give us the right to use the information you and your users provide or create on the Platform, such as postings, rates, schedules, selections, timesheet approvals, cancellations, and reviews, to provide, operate, and improve the Platform, including to calculate suggested rates and analytics. We may create aggregated or de-identified data that does not identify you or any person and use it for any lawful purpose; we keep it in a form that doesn't identify you or any person and don't try to re-identify it. We handle personal information about your users as our Privacy Policy describes.

Business information. Each party will keep confidential the other's non-public business information that it receives under this Agreement and that is marked confidential or would reasonably be understood to be confidential, including our pricing terms and the non-public parts of the Platform, and will use it only for this Agreement. Each party may share it with its employees, contractors, and service providers who need it for this Agreement and are bound to keep it confidential, such as, for WhiteBadge, our PEO partner, our payment processor, and our hosting, email, and AI providers, and each party is responsible for how they handle it. These duties don't apply to information that is or becomes public through no fault of the receiving party, that it already had or develops independently, or that it lawfully receives from someone else without a duty of confidence. A party may disclose information when the law requires, after giving the other party notice where the law allows. This paragraph doesn't limit the uses of your content, information, and feedback that Sections 4, 12, and 13 allow.

Your users. We set up Facility accounts and the logins your users sign in with. Each login is for one person. Each of your users must keep their sign-in details secure, must not share them with anyone, and must follow the Terms and this Agreement. You are responsible for everything your users do on the Platform, including the work they post, select, cancel, or approve, whatever limits apply to them.

Permissions. The permissions we set for a user, such as who may post work, approve timesheets, view billing, or message professionals, help you manage your users. They don't limit your responsibility under this Agreement.

When someone leaves. Tell us promptly when a user should no longer have access, so we can deactivate the login. You are responsible for activity on a login until you tell us.

Closing accounts. Facility accounts can be closed by contacting us. Closing an account doesn't end amounts you owe. After an account closes, we keep the records of its Assignments, timesheets, invoices, payments, and other activity that we must or reasonably need to keep, as our Privacy Policy describes.

Digital Support. Where the console offers WhiteBadge Digital Support, an AI support agent, its use is governed by the Terms and the consent shown before you first use it, and our Privacy Policy explains how we handle the information in it. To answer you, we send your conversations, and the account details the agent reads to help you, to our AI provider, and we keep each conversation with its support request, as that consent and our Privacy Policy describe. Don't include patient information, card or bank account numbers, or passwords in a conversation. Its answers are help with using WhiteBadge, not binding statements of WhiteBadge policy, and they do not change this Agreement, the Terms, or any other agreement with WhiteBadge. You can ask to talk to a person in any conversation.

Our Platform. The Platform, including its software, design, text, and the WhiteBadge name and logos, belongs to WhiteBadge or its licensors, and we keep all rights we don't expressly give you. You and your users may use the console only for your own business under this Agreement and the Terms, and the Terms' section "Things you must not do" applies to you and your users. You must not use the Platform, or information from it, to build, train, or offer a competing service, or use the WhiteBadge name or logos without our written permission. If you send us feedback or suggestions, they are not your confidential information, and we may use them for any purpose without any obligation or payment to you.

THE PLATFORM AND EVERYTHING WE PROVIDE UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT THE LAW ALLOWS, WHITEBADGE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

TO THE MAXIMUM EXTENT THE LAW ALLOWS, WE DON'T GUARANTEE THAT ANY POSTING WILL BE FILLED, THAT ANY PROFESSIONAL WILL ARRIVE FOR OR COMPLETE ANY WORK, OR ANY PROFESSIONAL'S QUALIFICATIONS, COMPETENCE, CREDENTIALS, LICENSURE, CONDUCT, OR PERFORMANCE. WE RELY ON THE DOCUMENTS AND INFORMATION PROFESSIONALS PROVIDE AND DON'T GUARANTEE THAT THEY ARE GENUINE, COMPLETE, OR CURRENT. SUGGESTED RATES, ANALYTICS, AND OTHER ESTIMATES ARE NOT GUARANTEES. WE DON'T GUARANTEE THAT ANY POSITION WILL RECEIVE APPLICANTS OR BE FILLED, OR THAT OUR PRESENTATION OF A POSITION MATCHES EVERY DETAIL OF ITS SOURCE POSTING. WE DON'T GUARANTEE THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

No professional advice. WhiteBadge does not provide medical care or clinical supervision, and nothing on the Platform is medical, legal, tax, or employment advice.

Disputes with professionals and applicants. Except for WhiteBadge's own obligations under this Agreement, your dealings with professionals and applicants, including about a Position, an offer or employment with you, and conduct off the Platform, are between you and them. To the extent the law allows, you release WhiteBadge and its owners, officers, employees, and agents from claims arising out of those dealings.

Third-party services. The Platform relies on services and sources WhiteBadge does not control, such as your card issuer and bank, the public license registries we may check, and the job postings we read to list Positions. We are not responsible for them, and your use of any of them is governed by its own terms. This doesn't limit our responsibility for our service providers under Section 20.

Professionals' work at your sites. To the maximum extent the law allows, WhiteBadge is not liable to you for the acts or omissions of professionals while they work under your direction and supervision, except to the extent caused by WhiteBadge's own negligence or willful misconduct in performing its obligations under this Agreement.

TO THE MAXIMUM EXTENT THE LAW ALLOWS: (A) WHITEBADGE AND ITS OWNERS, OFFICERS, EMPLOYEES, AGENTS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, OR FOR BUSINESS INTERRUPTION OR THE COST OF REPLACEMENT STAFF OR SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM, EVEN IF WE WERE TOLD THEY WERE POSSIBLE; AND (B) WHITEBADGE'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM IS LIMITED TO THE GREATER OF (1) $100 OR (2) THE PLATFORM FEES, CANCELLATION FEES, AND SUBSCRIPTION FEES YOU PAID WHITEBADGE UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits apply whatever the legal theory, whether contract, tort (including negligence), statute, or anything else, and even if a remedy fails of its essential purpose. They don't apply to liability the law does not allow to be limited, such as liability for fraud or, where the law requires, for gross negligence, recklessness, or willful misconduct. They are an essential part of the bargain between you and WhiteBadge. If a court holds any part of these limits unenforceable for a claim, WhiteBadge's liability for that claim is limited to the greatest extent the law allows.

To the extent the law allows, you will defend, indemnify, and hold harmless WhiteBadge and its owners, officers, employees, and agents against all third-party claims, including claims by professionals, applicants, patients, your employees, and government agencies, and the resulting losses, damages, fines, penalties, settlements, costs, and reasonable attorneys' fees, arising out of or relating to:

• the conditions at your sites, your patients' care, and your direction and supervision of professionals, including claims based on the acts or omissions of professionals while they work under your direction and supervision, even if WhiteBadge is alleged to be responsible for them as their employer or contracting party;
• the acts or omissions of your employees, agents, and users;
• your breach of this Agreement or the Terms, or your violation of any law, including employment, anti-discrimination, workplace safety, privacy, and data security laws;
• your use or disclosure of professionals' or applicants' information;
• your postings, messages, reviews, and other content; and
• your hiring or engaging of professionals.

This indemnity doesn't apply to the extent a claim is caused by WhiteBadge's own negligence or misconduct, not including the negligence of a professional while working under your direction and supervision. We will tell you promptly about a claim, let you control its defense with counsel reasonably acceptable to us, and cooperate at your expense. A delay in telling you reduces your obligations only to the extent it materially harms your defense. If you don't defend a claim promptly and diligently, or the claim seeks anything from WhiteBadge other than money, we may take over its defense, and you will pay our reasonable defense costs and remain bound by this section. We may take part in the defense with our own counsel at our own expense. You may not settle a claim in a way that admits fault by WhiteBadge or imposes any obligation on WhiteBadge without our written consent.

Term. This Agreement starts when you accept it and continues until you or we end it.

Ending it. Either party may end this Agreement at any time by written notice to the other; email counts.

Suspension. We may suspend or limit your access to the Platform, or any of your users' access, or remove postings or other content, if you breach this Agreement or the Terms, if an invoice is overdue, if the law requires, or if needed to protect professionals, patients, other users, or WhiteBadge. Where appropriate, we'll tell you why and give you a chance to respond. WhiteBadge is not liable to you for suspending or limiting your access, removing postings or other content, or ending this Agreement as this section allows.

Confirmed Assignments. Ending this Agreement doesn't by itself cancel Assignments already confirmed; any that go ahead are governed by this Agreement. If you cancel them, Section 7's cancellation fees apply. If we end this Agreement other than for your breach or an overdue invoice, and cancel a confirmed Assignment because of that, we waive the cancellation fee for it.

After it ends. You must pay for all work performed and all fees incurred, whether before this Agreement ends or afterward under this section. Sections 1 through 3, Section 4's license to your content, Sections 5 through 16, 18, and 20, this section's "Confirmed Assignments" and "After it ends" paragraphs and the last sentence of its "Suspension" paragraph, and any other terms that by their nature should survive, survive the end of this Agreement.

Arbitration. The section of the Terms titled "Resolving disputes: arbitration and class-action waiver" applies to every dispute between you and WhiteBadge arising out of or relating to this Agreement, including its informal resolution step, binding individual arbitration, class-action waiver, mass-filing procedure, and opt-out right, with these terms for Facilities: the American Arbitration Association's Commercial Arbitration Rules apply; as the place of arbitration, Pennsylvania replaces the county where you live; and either party may bring an action in court to collect amounts invoiced under this Agreement, without first taking the informal resolution step. A court decides whether an action is one to collect amounts invoiced, and bringing one doesn't waive either party's right to arbitrate any other dispute. Your 30 days to opt out start when you first accept this Agreement. An opt-out for you must come from a person authorized to act for you, name the Facility, and be sent as that section of the Terms describes. An opt-out a user sends for themselves under the Terms doesn't opt you out, and yours doesn't opt out your users.

Governing law and courts. This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-law rules, except that the Federal Arbitration Act governs arbitration. Any dispute not subject to arbitration, other than a small claims case, will be decided exclusively by the state or federal courts located in Pennsylvania, and you and WhiteBadge consent to their jurisdiction and waive any objection to them based on venue or inconvenient forum, except that WhiteBadge may also bring an action to collect amounts invoiced under this Agreement in any court with jurisdiction over you.

TO THE EXTENT THE LAW ALLOWS, YOU AND WHITEBADGE EACH WAIVE ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Time limit for claims. To the extent the law allows, a claim arising out of or relating to this Agreement must be brought, by a Dispute Notice under this Section or in a court where this Agreement allows, within one year after the party bringing it knew or should have known of it, or it is permanently barred. The time is paused while the informal resolution step runs. This limit does not apply to a claim for amounts invoiced under this Agreement or for indemnity.

We may update this Agreement from time to time. If a change is material, we will tell you in the console or by email before it takes effect and, where we ask, you must accept the updated Agreement to keep using the Platform. The "Last updated" date shows when this Agreement last changed. If you keep using the Platform after a change takes effect, you accept the updated Agreement. If you don't agree, stop using the Platform and end this Agreement under Section 17. A change doesn't apply to work already performed, or to a dispute either of us notified the other about before the change takes effect. A change to the arbitration section of the Terms applies to you as that section says. Changes to your pricing terms follow Section 7.

• Order of precedence. If you and WhiteBadge have signed a written agreement for staffing services, such as a master services agreement, it controls where it conflicts with this Agreement. Otherwise, where this Agreement conflicts with the Terms on a matter this Agreement covers, this Agreement controls for you. Terms in your purchase orders or other forms don't apply unless WhiteBadge signs a document that says it changes this Agreement.
• Entire agreement. This Agreement, the Terms, the pricing terms for your sites, and any signed agreement described above are the entire agreement between you and WhiteBadge about their subject, and replace any earlier proposals, discussions, or understandings about it. In accepting this Agreement, you have not relied on any statement or promise that is not set out in these documents. Our Privacy Policy explains how we handle personal information.
• Notices. We send notices to the email addresses of your users or another contact you give us, or in the console, and a notice we send by email is given when we send it. Send notices to us at support@whitebadge.io with "Legal Notice" in the subject line, or by mail to the address in Section 21. A Dispute Notice and an arbitration opt-out are sent as Section 18 and the Terms' arbitration section describe.
• Electronic communications and signatures. You agree that this Agreement, invoices, notices, and other communications may be provided electronically, that your electronic acceptance or approval on the Platform, including one given by any of your users, is your signature, and that electronic records satisfy any requirement that they be in writing. Keep your users' email addresses and your other contacts current. You can ask us for a copy of this Agreement at support@whitebadge.io.
• Transferring this Agreement. You may not transfer this Agreement or your rights under it without our written consent. We may transfer it, for example in a merger or sale of our business. Any attempted transfer that breaks this paragraph is void. This Agreement binds and benefits the parties' permitted successors and transferees.
• Our service providers. We may use service providers, including our PEO partner and our payment processor, to perform our obligations, and we remain responsible for our obligations under this Agreement.
• Events outside our control. Neither party is responsible for delays or failures caused by events outside its reasonable control, such as natural disasters, epidemics, government action, strikes, a shortage of available professionals, failures of the internet, utilities, or service providers a party relies on, and cyberattacks, but this doesn't excuse paying for work performed and fees incurred.
• Relationship. You and WhiteBadge are independent contractors. This Agreement doesn't create a partnership, joint venture, franchise, or agency relationship, and neither party may bind the other.
• No third-party beneficiaries. No one other than you, WhiteBadge, and the people Sections 14, 15, and 16 protect has rights under this Agreement.
• Using your name. We may show your name, your sites' names and locations, and, where we have it, your logo on the Platform to identify your Assignments and Positions.
• Severability and waiver. If any part of this Agreement is unenforceable, it is enforced to the maximum extent the law allows and the rest stays in effect, except that the arbitration section of the Terms says what happens if its class-action waiver can't be enforced. Not enforcing a provision isn't a waiver of it. A waiver is effective only in writing, including on an invoice or by email, and waiving one right, fee, or breach doesn't waive any other.
• Interpretation. "Including" means "including without limitation." Headings are for convenience only. This Agreement will not be construed against either party as its drafter.

Allied Health Careers, LLC (dba WhiteBadge)
1721 Valley Forge Rd Unit 486
Valley Forge, PA 19481
support@whitebadge.io