By using our platform, you agree to our Terms and Conditions. These Terms govern your use of the platform and outline the rights and responsibilities of ShiftRx and its users. We encourage you to read them carefully before using our platform.

This Terms of Service Agreement (“Terms of Service”) governs your access to and use of the ShiftRx websites (including ShiftRx.io and Shift-rx.io), the ShiftRx mobile applications, the ShiftRx Help Center (collectively, the “Site”) and any services (the “Services”) offered on the Site.

The terms “User” and “Users” refer to all individuals and other persons who access or use the services, including, without limitation, any organizations that register accounts or otherwise access or use the Services through their respective representatives.

ShiftRx is an online marketplace that connects pharmacies facilities (“PFs”) and independent healthcare professionals (“HCPs”), allowing HCPs to book on-demand shifts and PFs to access on demand talent. Our easy-to-use mobile app allows participating PFs to post available shifts, and HCPs to find and sign up for open shifts at PFs near them. ShiftRx's software permits Users to access and use ShiftRx's marketplace, the Site and the Services as described herein ( “the Software”).

By signing up for a ShiftRx account or by otherwise using the Site or the Services (regardless of whether you register as a User of the Services), you are agreeing that you have read, understand, and agree to be bound by these Terms of Service.

If you agree to the Terms of Service on behalf of an entity or facility, or in connection with providing or receiving services on behalf of an entity or facility, you represent and warrant that you have the authority to bind that entity or facility to the Terms of Service and agree that you are binding both you and that entity or facility to the Terms of Service. In that event, “you” and “your” will refer and apply to both you and that entity or facility. By using the Services, you also acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with ShiftRx's privacy policy, which is incorporated into these Terms of Service by reference. You also agree to abide by any additional Marketplace Rules or other requirements for Users that are published on the site. Certain features of our services may be subject to additional terms and conditions, which are incorporated herein by reference.

If you do not agree or are unable to agree to be bound by these Terms of Service, do not use the Site or the Services.

We may amend these Terms of Service at any time by posting the amended Terms of Service on the Site. When changes are made, we will make the revised version available on this webpage, and will indicate at the top of this page the date that revisions were last made. If we make a material change to the Terms of Service, we will notify you by sending a notice to the email address registered to your account and/or by posting a prominent notice on our Site. Your use of the Site or the Services after the effective date of any changes to these Terms of Service (“Effective Date”) will constitute acceptance by you of such changes.

By registering for an account to use the Services and Site (an “Account”), by using the Site or Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by these Terms of Service.

To access and use certain portions of the Site and the Services, you must register for an Account. Subject to the Site and Services Terms of Use, certain portions of the Site are available to you as a visitor to the Site (“Site Visitor”), including before your Account registration has been accepted. We reserve the right to decline a registration for a ShiftRx Account for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

If you create an Account on behalf of an entity as that entity's employee or agent, you represent and warrant that you are authorized to enter binding agreements, including these Terms of Service, on behalf of yourself and the entity.

ShiftRx offers the Site and Services for your business purposes only and not for personal, household, or consumer use. To register for an Account to use the Site and Services, you hereby represent that you: (a) will use the Site and Services for business purposes only; and (b) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) in each case who can enter into legally binding agreements.

To register for an Account, or add an Account type, to use the Site and Services, you must complete a user profile (“Profile”), which you consent to be shown to other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, or the services your business provides and to correct any such information that is or becomes false or misleading.

You can register for an Account or add an Account type to use the Site and Services as an PF (“PF Account”). Each User under an PF Account can be given different permissions to act on behalf of the PF Account.

When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, your business, and your ability to act on behalf of your business on ShiftRx's marketplace. You authorize ShiftRx, directly or through third parties, to make any inquiries ShiftRx deems necessary to validate your identity, your location, and confirm your ownership of your email address.

or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. During verification some Account features may be temporarily limited. When a verification is successfully completed, Account features will be restored.

When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password. You agree not to share your username or password with any person, and, if you are a legal entity who is not a natural person, to only share your username and password with a person who is authorized to use your Account. You authorize ShiftRx to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use both or (b) the use would violate the Terms of Service.

ShiftRx merely makes the Site and Services available to enable HCPs and PFs to find and transact directly with each other. ShiftRx does not introduce HCPs to PFs or vice versa; select shifts or PFs for HCPs; or select HCPs for PFs. Through the Site and Services, HCPs have access to PFs that may be seeking the services they offer, and PFs have access to HCPs who may offer the services they seek. Users alone decide which shift, if any, to post or book on ShiftRx's marketplace. In addition, Users alone are responsible for evaluating and determining the suitability of any shift, PF or HCP.

All HCPs shall be independent contractors of ShiftRx. No HCP will be an employee of ShiftRx.

PF is solely responsible for and has complete discretion about selection of any HCP for any shift. PF is solely responsible for and assumes all liability for determining its own relationship with and its own classification of any HCP who books and completes a shift at PF. Any determination an PF makes regarding its own classification of the HCP shall not in any way affect the relationship between HCPs and ShiftRx, which shall remain that of an independent contractor under all circumstances. Further, PF warrants that such determinations (into which ShiftRx will have no input) regarding the PF's own classification of HCPs are correct and its manner of engaging HCPs complies with applicable laws, regulations, and rules. Users agree that ShiftRx has no involvement in and will have no liability arising from or relating to the classification of an HCP generally or with regard to a particular shift found through ShiftRx's marketplace.

Nothing in these Terms of Service is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between ShiftRx and a User.

ShiftRx does not make any representations about or guarantee the truth or accuracy of information contained in any User Profile or other User Content on the Site. You acknowledge, agree, and understand that ShiftRx does not, in any way, supervise, direct, control, or evaluate HCPs or their work, or PFs or their facilities. ShiftRx is not responsible for HCPs or PFs, or the services, facilities, or working conditions they provide. ShiftRx makes no representations about and does not guarantee, and you agree not to hold ShiftRx responsible for, the quality, safety, or legality of HCPs' services or PFs' services or facilities; the qualifications, backgrounds, or identities of Users; or the ability of Users to deliver services that they hold themselves out as providing on ShiftRx's marketplace.

In conjunction with a third-party payment provider, ShiftRx processes payment to HCPs for Services performed by them for PFs.

You acknowledge and agree that HCPs are solely responsible (a) for all tax liability associated with payments received from PFs and through ShiftRx, and that ShiftRx will not withhold any taxes from payments to HCPs; (b) to obtain any liability, health, workers' compensation, disability, unemployment, or other insurance needed, desired, or required by law; and that, except as otherwise provided in the HCPs' agreements with ShiftRx, ShiftRx does not guarantee coverage of HCPs under any liability, health, workers' compensation, disability, or unemployment insurance of ShiftRx.

To help ensure the successful operation of ShiftRx's marketplace and the positive experience of all the marketplace's Users, ShiftRx requires Users to abide by the following Marketplace Rules. If we believe or determine that your Account has violated any of our Marketplace Rules, we reserve the right to review, suspend, and or/permanently deactivate your Account at our sole discretion.

You acknowledge and agree that you will conduct yourself both on ShiftRx's marketplace and during any shift found through ShiftRx's marketplace in accordance with all applicable laws, regulations, and professional standards, including relating to safety. ShiftRx's requirements relating to safety include the following:

(a) An PF shall provide orientation to any HCP who books a shift at PF, which orientation shall include, at minimum, a review of PF's policies and procedures regarding medication administration, documentation procedures, patient rights, Infection Prevention, Fire and Safety, OSHA, and EMR/Charting, where applicable.

(b) PFs shall provide HCPs with an occupational environment free from occupational hazards and shall be responsible for compliance with all applicable federal, state, and local occupational safety and health regulation standards.

(c) PFs shall provide HCPs with all necessary equipment and technology needed to perform the duties and responsibilities PFs require of HCPs for shifts at their facilities. HCPs acknowledge and agree that they are required to follow PFs' policies, procedures, and protection protocols. It is the sole responsibility of PFs to monitor and enforce all policies and procedures with HCP, both by including such information in PFs' User Profiles on the Site and notifying HCPs of such information when they arrive and carry out their responsibilities at PFs' facilities. ShiftRx assumes no liability for any equipment or technology that PFs provide to HCPs, or for any policies, procedures, protection protocols, or enforcement measures of PFs.

(d) PFs' appropriate personnel shall supervise HCPs, and PF will evaluate services provided by HCPs pursuant to PFs' own policies, procedures, and standards. Users acknowledge and agree that ShiftRx does not and will not supervise, monitor, or evaluate HCPs in the performance of their duties and responsibilities at PFs or otherwise.

You also agree to notify ShiftRx if you become aware of a possible safety concern or unlawful conduct during a shift found through ShiftRx's marketplace. Any such notification to ShiftRx should be completed via ShiftRx's Incident Report Questionnaire, accessible through the Site. ShiftRx's Trust and Safety Department will determine if any Account should be subject to review, suspension, and/or deactivation as a result of any such notification.

You agree and acknowledge that cancellations of shifts that you post or book through ShiftRx's marketplace can impair the functioning of the marketplace and create a poor experience for Users of the marketplace. Accordingly, you agree to follow shiftRx's attendance policy (if you are an HCP) and shiftRx's facility cancellation notice (if you are an PF).

If at any time you decide that you do not wish to be matched on ShiftRx's marketplace with any other ShiftRx User in the future, you may add that User to your “Do Not Return” (“DNR”) list in your Account. DNRs must be entered in accordance with the other Marketplace Rules provided in these Terms of Services. ShiftRx reserves the right to review, suspend, and/or permanently deactivate a User's Account that has received one or more DNRs.

If a User's Account engages in suspicious activity involving cancellations or activity otherwise negatively impacting the experience of other marketplace Users, ShiftRx reserves the right to place that Account under temporary review. During that temporary Account review period, the Account's previously booked shifts will not be affected, but the Account may be prohibited from booking additional shifts.

Without limiting other rules and prohibitions in these Terms of Service, by using the Site or the Services, you agree that:

(a) You will only use the Site or the Services for lawful purposes; you will not use the Services for sending or storing any unlawful material or for deceptive or fraudulent purposes; and you will not engage in conduct that harms other Users or ShiftRx employees or agents.

(b) You will not use another User's account or identity or impersonate any person or entity. (c) You will not use the Site or Services to cause nuisance, annoyance or inconvenience. (d) The information you provide to us when you register for an Account or otherwise communicate with us is accurate, you will promptly notify us of any changes to such information, and you will provide us with whatever proof of identity we may reasonably request.

(e) You will keep secure and confidential your Account password or any other identification credentials we provide you that allow access to the Site or Services.

(f) You will not try to harm other Users, ShiftRx, or the Services in any way whatsoever. (g) You will not engage in threatening, harassing, racist, sexist, violent, hateful, unlawful, or any other behavior that ShiftRx deems inappropriate (as determined by ShiftRx in its sole discretion) when using the Site or Services.

(h) You will not abuse our promotional system, including by redeeming multiple offers or coupons at once or by opening multiple Accounts to benefit from offers or promotions available only to first-time users of the Site or Services.

In order to use certain of the Services, a User must provide account information for at least one valid payment method.

You hereby authorize ShiftRx to run credit card authorizations on all credit cards provided by you, to store credit card and banking or other financial details as your method of payment, and to charge your credit card (or any other payment method) for the fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your payment method information.

By providing payment method information through the Site and authorizing payments with the payment method, you represent, warrant, and covenant that: (a) you are legally authorized to provide such information; (b) you are legally authorized to make payments using the payment method; (c) if you are an employee or agent of a company or person that owns the payment method, then you are authorized by the company or person to use the payment method to make payments on ShiftRx; and (d) such actions do not violate the terms and conditions applicable to your use of such payment method or applicable law.

When you authorize a payment using a payment method via the Site, you represent and warrant that there are sufficient funds or credit available to complete the payment using the designated payment method. To the extent that any amounts owed under these Terms of Service cannot be collected from your payment method, you are solely responsible for paying such amounts by other means.

ShiftRx is not liable to any User if ShiftRx does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with such payment method.

The provisions of this Section 5 apply to any interaction between Users via the Site or the Services. Users agree to use the communication services available on the Site to communicate with other Users regarding their engagement with each other, including rate negotiations, discussion of other terms, arrival details to the location, pre-work requirements prior to arrival, and coordination during shifts.

You are prohibited from using the communication services to:

(a) Ask other Users for documentation relating to your occupation or shifts you have completed, payments, or incidents/disputes; or

(b) Post or transmit any unlawful, threatening, libelous, defamatory, obscene, pornographic, illegal, or any material that could constitute conduct that would be considered a criminal offense, could violate the rights of any party, or could otherwise violate any law or give rise to civil or criminal liability.r

In all cases, we reserve the right, but are not obligated, to remove any content, message, or transmission you have made for any or no reason, including but not limited to, messages that, in our sole discretion, violate these Terms of Service. We also reserve the right to suspend or permanently deactivate your Account, if we determine, in our sole discretion, that you violate these Terms of Service.

You agree not to rely on the Site, the Services, any information on the Site, or the continuation of the Site. The Site and the Services are provided “as is” and on an “as available” basis. ShiftRx makes no representations or warranties with regard to the Site; the Services; work product; textual, audio, and/or visual content and information, and submission of entries for competitions and promotions (“User Content”); or any activities or items related to these Terms of Service. To the maximum extent permitted by applicable law, ShiftRx disclaims all express and implied conditions, representations, and warranties including, but not limited to, the warranties of merchantability, accuracy, fitness for a particular purpose, title, and non-infringement. Some jurisdictions may not allow for all of the foregoing limitations on warranties, so to that extent, some or all of the above limitations may not apply to you. Section 8 (Termination of Terms of Service) states your sole and exclusive remedy against ShiftRx with respect to any defects, non-conformance's, or dissatisfaction.

ShiftRx is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

Your use of or your inability to use our Site or Services;

Delays or disruptions in our Site or Services;

Viruses or other malicious software obtained by accessing, or linking to, our Site or Services; Glitches, bugs, errors, or inaccuracies of any kind in our Site or Services; Damage to your hardware device from the use of the Site or Services; The content, actions, or inactions of third parties' use of the Site or Services; Reviews, ratings, suspensions, deactivation, or other action taken with respect to your Account;

Your reliance on the quality, accuracy, or reliability of job postings, User Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

In addition, in no event will ShiftRx, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. The liability of ShiftRx, our affiliates, our licensors, and our third-party service providers to any user for any claim arising out of or in connection with these Terms of Service will not exceed $2,500. These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with these Terms of Service, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.

Unless both you and ShiftRx expressly agree otherwise in writing, either of us may terminate these Terms of Service in our sole discretion, at any time, without explanation, upon written notice to the other, except as otherwise provided herein. In the event you properly terminate these Terms of Service, your right to use the Site and Services will be automatically revoked, and your Account will be permanently deactivated. You understand and acknowledge that termination of these Terms of Service (or attempt to terminate these Terms of Service) does not terminate or otherwise impact any obligation to pay outstanding fees. You will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open invoice, whichever is later, to ShiftRx for any Services or such other amounts owed under the Terms of Service.

Without limiting ShiftRx's other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke or limit access to the Site or Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Services to you if: (i) you breach the letter or spirit of any terms and conditions of these Terms of Service or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or ShiftRx or our affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is deactivated, you may not use the Site under the same Account or a different Account or re-register under a new Account without ShiftRx's prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available payment method to pay for any amounts owed by you to the extent permitted by applicable law.

You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of a User's Account status to all Users, including both yourself and other Users.

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or ShiftRx from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

The relevant dispute resolution process that applies to you is described in the agreement with ShiftRx that you are required to sign upon creating your account to access ShiftRx's marketplace.

These Terms of Service set forth the entire agreement and understanding between you and ShiftRx relating to the subject matter hereof and cancel and supersede any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though ShiftRx drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or ShiftRx because of the authorship of any provision of the Terms of Service.

No modification or amendment to the Terms of Service will be binding upon ShiftRx unless it is agreed to in a written instrument signed by a duly authorized representative of ShiftRx or posted on the Site by ShiftRx. Email will not constitute a written instrument as contemplated by this Section 10.2. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will not act against all breaches of this Agreement.

You may not assign the Terms of Service, or any of its rights or obligations hereunder, without ShiftRx's prior written consent in the form of a written instrument signed by a duly authorized representative of ShiftRx. ShiftRx may freely assign these Terms of Service without your consent. Any attempted assignment or transfer in violation of this subsection will be null and void.

Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

If and to the extent any provision of these Terms of Service is held to be illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective only as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or enforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

The parties to these Terms of Service will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.

The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.

In connection with the Site and Services Terms of Use, below, you may be entitled to receive, or we may otherwise provide, certain records from ShiftRx or our affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.

Without limiting any of the foregoing Marketplace Rules or other provisions of these Terms of Service, any Site Visitor or User agrees to the following:

(a) You will only use the Site or the Services in accordance with all applicable laws, including copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights.

(b) You will only access the Site or Services using means explicitly authorized by ShiftRx.

(c) You will not forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Site or Services.

(d) You will not use the Site or Services, or any content accessible through the Services, for any commercial purpose, including but not limited to contacting, advertising to, soliciting or selling to, any User, unless ShiftRx has given you prior permission to do so in writing.

(e) You will not copy or distribute the software used by ShiftRx, the Site, or the Services or any content displayed through the Site or Services for republication in any format or media.

Please note that these are general guidelines and are subject to change. By continuing to use our platform, you are agreeing to our most current Terms and Conditions. If you have any questions or concerns, please contact us at support@shiftrx.io.