ShiftRx Terms and Services Agreement

A licensed pharmacist, pharmacy technician, pharmacy assistant, pharmacy student (including interns) or other similar individuals registered with the ShiftRx Platform, seeking to offer PRN (temporary or part-time) healthcare services at participating healthcare facilities.

An organization, pharmacy, hospital, clinic, or other healthcare establishment registered on the Platform that seeks to fill temporary staffing needs by connecting with Providers for PRN or shift-based services.

A specific period of time during which a Provider agrees to perform professional services at a Facility, as scheduled, managed, and recorded through the Platform.

The digital interface provided by ShiftRx, including the website, ShiftRx Careers, mobile applications, and associated software, through which Providers and Facilities interact, schedule shifts, process payments, and manage credentials.

The process by which a Provider submits, verifies, and maintains required licenses, certifications, immunization records, and other regulatory documentation necessary to meet compliance requirements of ShiftRx and relevant state laws for providing healthcare services.

• Independent Contractor: A Provider classified as a 1099 worker, responsible for self-employment taxes and other obligations per state law, maintaining autonomy over scheduling, shift acceptance, and method of performing services.
• W-2 Employee: A Provider classified as a W-2 employee, where applicable, subject to payroll tax withholdings and labor regulations specific to the state of employment. State-specific guidelines for classification are provided in Section 7.

• Personal Data: Any information that identifies or could identify an individual, including but not limited to contact information, licensure details, and health data where applicable.
• HIPAA Compliance: Adherence to the Health Insurance Portability and Accountability Act and related data privacy regulations to ensure the confidentiality and security of Personal Data accessible or managed through the Platform.

A percentage-based fee applied to each completed Shift for services provided by ShiftRx, covering platform use, payment processing, and credentialing verification.

Provisions of this Agreement that apply only to Providers and Facilities operating in specific states (California, Florida, New Jersey, New York, and Texas) to address unique licensure, classification, and labor requirements.

ShiftRx Careers is a specialized employment platform that facilitates connections between licensed pharmacy professionals and healthcare facilities seeking full-time staff. Facilities may post part-time, full-time, or long term contract positions for pharmacists and pharmacy technicians, review candidate profiles, and optionally invite candidates to complete work trials through the ShiftRx PRN marketplace. The platform processes and displays candidate qualifications in a uniform format to streamline the hiring process. Healthcare facilities retain full discretion over their hiring decisions and any optional work trial arrangements with candidates.

By using the ShiftRx Platform, Providers acknowledge and agree that they are engaged as independent contractors when fulfilling Shifts at healthcare facilities. This Agreement does not create any employment, joint venture, partnership, or agency relationship between ShiftRx and Providers or between ShiftRx and Facilities. Providers retain the sole discretion to determine the Shifts they accept and the manner and means by which they perform their services, consistent with applicable law and any standards set forth by the Facility.

• State-Specific Worker Classification: Certain states, including California, Florida, New Jersey, New York, and Texas, impose specific standards and legal requirements for worker classification. This Agreement includes state-specific terms in Section 7 that apply to Providers fulfilling Shifts in these jurisdictions to ensure compliance with all applicable worker classification regulations.

Providers have the full right to engage in any other business or professional activities, including using other platforms or direct arrangements with healthcare facilities, provided such activities do not interfere or conflict with obligations related to accepted Shifts. Any attempt to use the platform as a headhunter or a way to find its full time employees is prohibited. Communication between providers and facilities regarding full time employment or that is a conflict with the Platform is prohibited without express permission from ShiftRx.

Providers are solely responsible for:

• Licensure and Credentialing: Maintaining all necessary credentials, licenses, and certifications required to perform healthcare services at Facilities, as detailed in Section 4.
• Tax and Financial Obligations: Paying applicable self-employment taxes, social security, Medicare, and other withholdings for earnings under this Agreement, as well as fulfilling any reporting requirements mandated by federal, state, or local tax authorities.
• Compliance with Facility Standards: Adhering to all policies, protocols, and requirements of the Facility where the Shift is performed, including adherence to health and safety standards, HIPAA compliance, and any Facility-specific operational guidelines.

ShiftRx operates solely as a technology provider, offering a Platform to facilitate the connection between Providers and Facilities. ShiftRx does not:

• Direct, supervise, or control the manner or method by which Providers perform their services;
• Serve as an employer, joint employer, or co-employer of Providers or Facility personnel for any purpose under federal, state, or local law;
• Set work schedules, determine work conditions, or establish compensation for Providers, apart from administering payments for services rendered as specified in this Agreement.

Providers are responsible for understanding and knowing the law in their respective state(s). To address varying state regulations regarding employment and independent contractor classifications, ShiftRx has structured the Platform operations to comply with the labor standards of all fifty (50) states and the District of Columbia, ensuring Providers maintain appropriate classification status according to the requirements of each jurisdiction where they provide services.

Section 7 of this Agreement provides more detailed information regarding state-specific requirements that may affect Provider classification, licensure, and operations in each state.

Providers have no authority to make representations, contracts, or commitments on behalf of ShiftRx or to bind ShiftRx in any manner. Providers must not represent themselves as agents, employees, or affiliates of ShiftRx to any third party, including healthcare Facilities, patients, or other Providers.

To access and use the ShiftRx Platform, Providers must create an account by submitting accurate and complete information, including but not limited to name, contact information, professional licensure details, and relevant background information. Providers are responsible for maintaining the accuracy and completeness of their account information throughout their use of the Platform.

• Account Security: Providers are responsible for safeguarding the confidentiality of their account credentials. Providers must immediately notify ShiftRx of any unauthorized use of their account or other security breaches. ShiftRx is not liable for any loss or damage arising from a Provider's failure to comply with this security obligation.

To provide services through the ShiftRx Platform, Providers must satisfy ShiftRx's credentialing requirements, which include verifying:

• Professional Licensure: Providers must hold an active, valid license to practice as a pharmacist or pharmacy technician in each state where they intend to provide services. Providers are solely responsible for maintaining current and accurate licensure and ensuring that all required certifications, registrations, or other documentation remain valid.
• Health and Immunization Records: In compliance with healthcare standards, certain Facilities may require Providers to submit health records, immunizations, and other health-related documentation before performing services. Providers are required to upload any such documentation to the Platform as requested.
• Background Checks: ShiftRx will conduct or facilitate background checks and may require Providers to consent to drug screenings or other assessments where required by law or the policies of specific Facilities.

Providers are responsible for meeting state-specific licensure requirements in each state where they operate. This includes compliance with each state's pharmacy board requirements, maintaining licensure in good standing, and submitting any additional health and background documentation where applicable. Providers are ultimately responsible for ensuring compliance with all applicable state requirements.

Providers must upload and maintain current versions of all required credentials, certifications, health records, and background documents to the Platform. Failure to maintain current and accurate documentation may result in deactivation of the Provider's account and loss of access to the Platform.

• Verification Process: ShiftRx reserves the right to independently verify all submitted documents and information. Providers acknowledge that ShiftRx may conduct regular audits to ensure compliance and may request updates to credentialing documentation as required by law or regulatory standards.
• Expiration and Renewal: Providers are responsible for timely renewals of all licensure and credentials. Upon expiration of any required credentials, ShiftRx may suspend the Provider's account and deny access to the Platform until all valid, updated documentation is provided and verified.

ShiftRx complies with the Health Insurance Portability and Accountability Act (HIPAA) and similar data protection regulations to safeguard the privacy of health information. Providers are required to comply with HIPAA standards in the handling and storage of any health-related data accessed or managed during Shifts, and must avoid uploading or sharing protected health information (PHI) outside the secure channels provided by the Platform.

• Data Security Standards: ShiftRx implements encryption and other security protocols to protect Provider and Facility data on the Platform. Providers agree to adhere to these standards, including avoiding any transfer or disclosure of sensitive data outside the Platform or to unauthorized third parties.

By registering on the Platform, Providers consent to ShiftRx's use of third-party service providers to conduct background screenings, credential verifications, and any required health or immunization documentation checks. Failure to complete these processes to ShiftRx's satisfaction may result in denial of Platform access.

• Consent to Data Sharing: Providers authorize ShiftRx to share background check results, licensure status, and relevant health records with participating Facilities as required to fulfill Shifts and meet Facility-specific standards. Providers understand that such sharing is necessary to maintain compliance with healthcare industry standards and Facility policies.

Providers are required to notify ShiftRx immediately of any of the following occur:

• Suspension, revocation, or expiration of professional licensure;
• Disciplinary action, investigation, or any restrictions imposed by a licensing board or professional regulatory body;
• Any change in eligibility status, including exclusions from government health programs or restrictions impacting ability to perform healthcare services.

ShiftRx reserves the right to suspend or terminate a Provider's account based on changes in credentialing status, licensing actions, or any failure to meet the conditions set forth in this section.

Providers may view available shifts on the Platform, selecting shifts based on their qualifications, availability, and Facility requirements. Acceptance of a shift constitutes a commitment by the Provider to fulfill the scheduled work at the designated Facility under the specified conditions.

• Shift Confirmation: Once a Provider selects and is approved for a shift, they will receive confirmation through the Platform. Providers are responsible for verifying all shift details, including the time, location, required duties, and any specific instructions from the Facility. Providers must be prepared and on time for each confirmed shift.
• Shift Management: Providers must use the Platform's tools to manage their schedules and monitor notifications. It is the Provider's responsibility to review and respond to Platform updates promptly.

• Provider-Initiated Cancellations: Providers may cancel a scheduled shift by notifying both ShiftRx via the Platform, adhering to ShiftRx's cancellation guidelines, which require specific notice periods. Unexcused or frequent cancellations without sufficient notice may result in disciplinary actions, including suspension or termination of account privileges. Provider cancellations will affect the Provider's Attendance Score as follows:

• Canceling a shift 2 weeks or more prior to shift date: minor point deduction
• Canceling a shift less than 2 weeks prior to the shift date, but more than 1 week's notice: moderate point deduction
• Canceling a shift less than 1 week prior to the shift date: substantial point deduction
• Canceling a shift less than 72 hours prior to shift date: major point deduction
• Canceling a shift less than 48 hours prior to shift date: severe point deduction
• Canceling a shift less than 24 hours prior to shift date: critical point deduction
• Canceling a shift less than 12 hours prior to shift date: severe penalty
• Leaving early for a shift without authorization
• No showing for a shift: maximum penalty
• Receiving a star rating of 2 or less after shift completion
• Failure to complete assigned onboarding module

Providers should not apply to shifts they are not 100% certain they can work. Providers may cancel their shift application without penalty if they have not yet been hired for the shift. Facilities have up to 48 hours to hire an applicant after they apply to a shift.

• Ending a Shift Early Due to Safety Reasons: If a Provider feels unsafe for any reason at a Facility, they should contact 911 and file a report with a ShiftRx representative within the same day as the scheduled shift. If a Provider fails to report this, points will be deducted for leaving early according to the attendance policy.
• Facility-Initiated Cancellations: Facilities may cancel a shift, and in such cases, the Provider will be notified as soon as possible through the Platform. Due to the significant impact cancellations have on the Platform and on Providers seeking opportunities, Facilities are strongly encouraged to cancel shifts before hiring an applicant. If a Facility exceeds three cancellations after hiring a Provider, ShiftRx will suspend the Facility's account and investigate before allowing continued use of ShiftRx services. If a cancellation occurs within 24 hours of the scheduled start time, Providers may be eligible for partial compensation, subject to ShiftRx's cancellation policy and contingent on state labor laws.
• Ending Shifts Early Due to Performance Issues: If a Facility ends a shift early after the shift starts due to performance reasons, the Facility will be required to pay for the number of hours worked. The Facility must provide prompt written notice to ShiftRx via email at support@shiftrx.io prior to the completion of the scheduled shift, detailing the circumstances that led to such early termination. If a Facility demonstrates a record of consistently canceling Providers before their shift starts, at ShiftRx's discretion, the Facility's profile will be flagged and ShiftRx will launch an investigation into the Facility's cancellation patterns.

Disputing Cancellation Penalties: Providers may dispute an attendance score point deduction if the cancellation or No Show was due to one or more of the following reasons:

• Personal emergency: Illness or injury for yourself, family member, or loved one
• Accidental shift booking: If canceled within 15 minutes of booking the shift
• Accidental shift cancellation: Subject to shift reinstatement if another Provider has not taken the case
• Technical issue with the ShiftRx app: Requires submission of dispute with detailed events and applicable screenshots
• Issue with a healthcare facility: Requires documentation of timeline of events and photos if applicable

Dispute requests should be submitted to ShiftRx help center at support@shiftrx.io with relevant documentation supporting the claim.

After completing a shift, the Facility will review and confirm the Provider's shift completion. Facilities must confirm shift completion within 12 hours after the shift ends, through the Platform. This documentation may include hours worked, and any relevant feedback or issues encountered during the shift. Payment processing will not proceed until the shift has been reviewed and verified by the Facility.

Providers are expected to conduct themselves professionally and adhere to the standards, policies, and protocols of the Facility where they are performing services. Providers are also required to:

• Comply with HIPAA and Facility Policies: Maintain HIPAA compliance for all patient information encountered during shifts and adhere to the Facility's policies and procedures for service delivery, patient safety, and confidentiality.
• Adhere to ShiftRx Platform Standards: Use the Platform responsibly, including avoiding any actions that might disrupt or compromise the operations, privacy, or security of other users or the Platform itself.

Providers who fail to meet the standards outlined in this Agreement, including frequent cancellations, unprofessional behavior, or non-compliance with Facility or ShiftRx policies, may face disciplinary actions. These may include temporary suspension, permanent account deactivation, or other penalties as determined by ShiftRx in its sole discretion.

• Star Ratings: Providers will start with no rating. Once a Provider works three shifts, a weighted average of their star rating will be displayed on their profile, visible to Facilities when the Provider applies to shifts. After completing a shift, Providers will be able to rate the Facility as well.

Star Ratings for Providers will comprise six categories:

• Timeliness & Reliability
• Professionalism
• Communication
• Clinical Skills
• Attitude
• Cleanliness

Star Ratings for Facilities will comprise six categories:

• Work Environment
• Safety
• Communication
• Support
• Cleanliness
• Respect & Inclusion

The overall rating on a Facility or Provider profile will be an averaged score across these categories.

• Attendance Score: All Provider accounts will start with a 100-point score. The maximum score is 200. Providers with a score above 0 will have access to any shift they have the facility-required qualifications for.
• Account Suspension: If a Provider's score drops below 0, their account will be suspended for 30 days before they will be able to fill any available shifts on the Platform. If an account is suspended 3 times in 6 months, there will be a 365-day suspension of that account. Any shifts already on a calendar before a suspension will immediately become vacant for another Provider to fill. A notification will be sent to both the Provider and Facility affected.

Earning Points: Providers can increase their Attendance Score by:

• Completing a shift with no recorded issues
• Receiving a 4-star rating or higher after shift completion
• Being added to a Facility's Preferred Provider's List
• Working as a repeat Provider at a previous Facility
• Completing an assigned onboarding module

Poor Performance and Reported Issues: If ShiftRx determines that a Provider was at fault regarding a performance-related claim by a Facility, or if a Provider was involved with any physical or verbal abuse with patients or pharmacy staff, the Provider's account will be reviewed by ShiftRx and deduction points can vary based on the situation.

Contesting Ratings: If a Provider believes they received a rating that was incorrect or unfair, they may email support@shiftrx.io, and ShiftRx will conduct an internal review on a case-by-case basis.

• No Contracting Outside the ShiftRx Platform: Any attempt by a User to circumvent the Platform whether directly or indirectly, by privately contracting for services or accepting payment outside the Platform with or from another User is strictly forbidden. Any User found or suspected to have violated this may be banned from using the Platform.
  Users are not permitted to accept or offer permanent, temporary, or contractual work or employment (whether permanent, relief, part-time, or full-time) to or from another User who they connected with via the Platform for a period of six (6) months after their last engagement with that User, except with the prior written consent from ShiftRx. Any failure to obtain ShiftRx's prior written consent will result in such User being liable to pay a penalty charge of $5,000.00. This penalty fee will be applied to each party involved in the circumvention engagement (i.e., both Facility and Provider).
  ShiftRx reserves its right to pursue legal action against Users and will be entitled to any and all damages and attorney's fees under applicable law.

• Permanent Hiring and Buyout Fees: Facilities retain the option to permanently employ a Provider from the Platform, subject to payment of the applicable Buyout Fee. Said Buyout Fee is non-negotiable and non-refundable, and shall unequivocally apply in cases where a Facility has extended an offer of employment to, or has otherwise sought to directly engage, any Provider whom it has hired or engaged for less than ten (10) shifts via the Platform during the three (3) month period immediately preceding such employment or engagement offer.
  The "Buyout Fee" for engaging a pharmacist amounts to $10,000, whereas the Buyout Fee for pharmacy technicians, pharmacy assistants, and interns/students is set at $5,000.00. Upon remittance of the Buyout Fee, the Facility expressly acknowledges and accepts the non-refundable nature of the Buyout Fee and waives any right to seek a refund, negotiation, or transfer thereof.

Terms for Providers

• By using the Platform, Provider agrees that ShiftRx is not responsible for the content of the Facility's job application, requirements, messages, screener questions, skills assessments or their format or method of delivery, and that ShiftRx does not guarantee receipt of your application by the Facility, or your receipt of messages from the Facility. The Facility is solely responsible for compliance with all applicable laws, including the Fair Credit Reporting Act and similar laws, anti-discrimination laws such as Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and any applicable data protection or privacy laws. The Facility is responsible for offering alternative methods of screening, if so required by the Americans with Disabilities Act or any similar law. Provider must contact the Employer if Provider requires alternative methods of screening.
• By submitting applications and/or resumes to the Platform, Provider agrees that ShiftRx is under no obligation to accept, publish, or distribute your application and/or resume. ShiftRx may require some applications and/or resumes to be reviewed and/or verified to prevent fraud or abuse of the Platform or ShiftRx Careers, to improve the ShiftRx Platform, or for any other reason in ShiftRx's sole discretion.
• Provider acknowledges and agrees that ShiftRx may, with no liability or penalty, remove any resume, application, content, communication or information posted by Provider.
• ShiftRx does not guarantee the validity of a job offer and cautions Providers to verify the validity of a job offer before taking an adverse action regarding their current employment situations. Providers are solely responsible for verifying the accuracy of any Facility or job offer.
• ShiftRx is not liable for any claims arising out of your use of the Platform or ShiftRx Careers and Provider releases ShiftRx from any such claims.
• PROVIDER FURTHER AGREES THAT SHIFTRX IS NOT LIABLE FOR ANY CLAIMS ARISING OUT OF THE RECORDING OF VIRTUAL INTERVIEWS OR INTERVIEWS, AND PROVIDER RELEASES SHIFTRX FROM ANY SUCH CLAIMS.
• PROVIDER UNDERSTANDS AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THERE IS NO PROTECTION FOR ANY INFORMATION PROVIDER SHARES OR DATA THAT PROVIDER TRANSMITS WHILE USING SHIFTRX CAREERS, PARTICIPATING IN INTERVIEWS INCLUDING, BUT NOT LIMITED TO, AUDIO/VISUAL CONTENT, INTERVIEW QUESTIONS AND ANSWERS, OR PROVIDERS IMAGE OR LIKENESS. PROVIDER ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHIFTRX IS NOT RESPONSIBLE FOR SECURING OR PROTECTING ANY DATA OR INFORMATION THAT PROVIDER SHARES OR TRANSMITS DURING PROVIDERS USE OF SHIFTRX CAREERS.
• Provider acknowledges that Provider provides its Personal Data at its own risk.

Terms for the Facility

• The Facility is responsible for its use of the Platform and ShiftRx Careers and any tools offered therein, including the Facility's decisions regarding job description, the requirements for the job, compliance with applicable laws, including relevant federal, state, and local laws related to job postings, and whom Facility interviews or hires. ShiftRx assumes no responsibility and disclaims all liability for any actions the facility takes based on any information provided by ShiftRx. ShiftRx may limit facility's ability to post a job, or the visibility of facility's job, if it does not appear to indicate a salary above minimum wage, wage transparency laws, or does not comply with other applicable law; however ShiftRx is not responsible for, and Facility is solely responsible for, compliance with minimum wage, local language and other legal requirements.
• By submitting job advertisements and/or listings to the Platform, Facility agrees that ShiftRx is under no obligation to accept, publish, or distribute Facility's job advertisements and/or listings. ShiftRx may require some job advertisements and/or listings and/or Facility's to be reviewed and/or verified to prevent fraud or abuse of the Platform, to improve the Platform, or for any other reason in ShiftRx's sole discretion.
• By submitting job advertisements and/or listings, the Facility gives ShiftRx permission to distribute that job advertisements and/or listings on the Platform.
• ShiftRx does not guarantee any responses, or the number of responses, to job advertisements and/or listings, including, without limitation, views, clicks, or applications, or that any responses will be from individuals suitable for the job vacancy Facility advertised. ShiftRx makes no guarantee as to the quality of candidates that Facility will receive as a result of Facility's job advertisement and/or listing. Facility is solely responsible for interviewing, performing background and reference checks on, verifying information provided by, and selecting an appropriate candidate or Provider.
• The Facility acknowledges and agrees that ShiftRx may, with no liability or penalty, remove any job advertisement and/or listing or other content, communication or information posted by Facility.
• The Facility is solely responsible for compliance with all applicable laws, including the Fair Credit Reporting Act and similar laws, anti-discrimination laws such as Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and any applicable data protection or privacy laws. The Facility is responsible for offering alternative methods of screening, if so required by the Americans with Disabilities Act or any similar law. Facility is responsible for ensuring that the Facility's selection criteria are job-related, that Facility does not pose "disability-related inquiries" or medical inquiries in violation of the law, and that Facility does not screen out people with disabilities or members of any protected category under the law. Facility further acknowledges that Facility is responsible for offering alternative methods of screening, if so required by the Americans with Disabilities Act or any similar law. Facility is responsible for clearly indicating that reasonable accommodations are available, engaging with and responding to any requests for accommodation, and providing information about how to request an accommodation to Providers.
• In Provider's resume, application, or other product or service on the Platform, Facility may see a verification of a Provider's skills, certifications, or other qualifications. ShiftRx does not guarantee the accuracy of such verifications or information, and Facility is solely responsible for verifying information on the Platform.
• Facility understands and agrees that Facility is responsible for ensuring that Facility's job listing requirements and criteria are job-related and in compliance with applicable law.
• Facility acknowledges that Facility provides its Personal Data at its own risk.
• ShiftRx is not liable for any claims arising out of Facility's use of the Platform or ShiftRx Careers and Facility releases ShiftRx from any such claims.
• FACILITY FURTHER AGREES THAT SHIFTRX IS NOT LIABLE FOR ANY CLAIMS ARISING OUT OF THE RECORDING OF VIRTUAL INTERVIEWS OR INTERVIEWS, AND FACILITY RELEASES SHIFTRX FROM ANY SUCH CLAIMS.
• FACILITY UNDERSTANDS AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THERE IS NO PROTECTION FOR ANY INFORMATION FACILITY SHARES OR DATA THAT FACILITY TRANSMITS WHILE USING SHIFTRX CAREERS, PARTICIPATING IN INTERVIEWS INCLUDING, BUT NOT LIMITED TO, AUDIO/VISUAL CONTENT, INTERVIEW QUESTIONS AND ANSWERS, OR PROVIDERS IMAGE OR LIKENESS. FACILITY ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHIFTRX IS NOT RESPONSIBLE FOR SECURING OR PROTECTING ANY DATA OR INFORMATION THAT FACILITY SHARES OR TRANSMITS DURING FACILITY'S USE OF SHIFTRX CAREERS.

Providers are compensated at the rate agreed upon at the time of shift confirmation. Compensation is determined based on the specific terms outlined by each Facility and ShiftRx's payment policies. Providers acknowledge that the agreed-upon rate is final and non-negotiable once the shift has been accepted.

• Service Fee: ShiftRx may charge a service fee from each payment processed to cover Platform usage, credential verification, and payment processing services. This fee will be disclosed at the time of shift acceptance.

ShiftRx facilitates payments from Facilities to Providers for completed shifts, processed within a standard payment cycle. Facilities must complete all necessary shift verification and submission requirements to initiate the payment process.

• Payment Schedule: Payments are typically processed via direct deposit or other approved payment methods within 5-10 business days after shift verification by the Facility. Providers are responsible for ensuring that their payment information in the Platform is accurate and up-to-date.
• Payment Delays: ShiftRx is not liable for payment delays caused by incomplete shift verification, errors in the Provider's payment information, or delays in Facility confirmation.

• Facility-Initiated Cancellations: If a Facility cancels a shift within 24 hours of the scheduled start time, Providers may be entitled to partial compensation based on ShiftRx's cancellation policy. The exact compensation rate will be specified in the shift confirmation and is subject to verification.
• Provider-Initiated Cancellations: Providers who cancel a shift without meeting the required notice period may forfeit compensation for the shift and may incur penalties, such as restricted access to future shifts. Repeated cancellations may lead to additional disciplinary measures as outlined in Section [5.5].

• Disputes: In cases of payment disputes, Providers must contact ShiftRx within 15 days of the payment date to resolve the issue. ShiftRx will review the dispute and work with both the Provider and Facility to determine appropriate compensation based on the shift record and Platform terms.
• Overpayments and Adjustments: In the event of an overpayment or payment error, ShiftRx reserves the right to adjust future payments to reconcile the overpaid amount. Providers agree to cooperate with any necessary adjustments and provide additional shift documentation if required.

Providers acknowledge that they are classified as independent contractors, unless otherwise noted by state-specific requirements, and are responsible for managing their tax obligations. ShiftRx does not withhold taxes or other deductions on behalf of Providers.

• Tax Forms: Providers are responsible for submitting any required tax forms, such as a W-9, to ShiftRx. For Providers operating as 1099 independent contractors, ShiftRx will provide Form 1099-NEC or equivalent documentation as required by law for tax reporting purposes.
• State-Specific Requirements: Certain states may impose additional tax or reporting obligations based on local regulations. Providers are responsible for ensuring compliance with all state and federal tax laws applicable to their independent contractor status.

Except as expressly provided in this Agreement, Providers are not entitled to any additional compensation, reimbursements, or benefits from ShiftRx beyond the agreed-upon payment for each completed shift. Providers are responsible for any expenses incurred in connection with the provision of their services, including travel, licensing, and credentialing expenses.

• ABC Test States. In states that apply the "ABC Test" for worker classification (including California, Massachusetts, New Jersey, Connecticut, Illinois, Nevada, Vermont, and others), Providers must satisfy the following criteria to maintain independent contractor status:

• A. The worker is free from control and direction in the performance of services; and
• B. The work is performed outside the usual course of the hiring entity's business; and
• C. The worker is customarily engaged in an independently established trade, occupation, profession, or business of the same nature as the work performed.

ShiftRx has structured Platform operations to support these requirements, but Providers should be aware that classification determinations may vary based on specific circumstances and state interpretations.

• Economic Reality Test States. In states that apply the "Economic Reality Test" or similar standards, Providers' classification status will be evaluated based on factors such as:

• Degree of control exercised by the facility
• Worker's opportunity for profit or loss
• Worker's investment in equipment or materials
• Skill required for the job
• Permanence of the working relationship
• Extent to which the services are integral to the facility's business

• State-Specific Modification and Hybrid Tests. Some states have modified these tests or apply hybrid approaches. Providers are ultimately responsible for ensuring their compliance with applicable classification laws.

Providers must comply with the specific requirements of each state board of pharmacy where they provide services, including but not limited to:

• Supervision Requirements: States differ in supervision requirements, particularly for pharmacy technicians:

• Direct Supervision States: 32 states require physical presence of a supervising pharmacist
• General Supervision States: 18 states permit more flexible supervision arrangements

• Pharmacy Technician Registration: Requirements vary by state, from formal certification to registration with the state board of pharmacy. Providers must maintain appropriate credentialing in each state where they practice.
• Continuing Education: Providers must fulfill state-specific continuing education requirements to maintain licensure.
• Scope of Practice Limitations: Providers must adhere to state-defined scope of practice boundaries, which may vary significantly from state to state.

State requirements for remote pharmacy services vary significantly. Providers engaging in remote practice must adhere to state-specific telehealth regulations, which may include:

• Requirements for in-state licensure
• Limitations on remote dispensing activities
• Supervision standards for remote pharmacy personnel
• Technology and security requirements for remote practice

Providers should be aware that some states have implemented or proposed fee caps and additional regulations for healthcare staffing services. ShiftRx monitors these regulations and will adjust practices as needed to maintain compliance in all jurisdictions.

Providers are responsible for complying with state-specific tax laws, which may include:

• State income tax withholding requirements
• State-specific independent contractor reporting requirements
• State-level registration or licensing fees
• Special provisions for healthcare workers

It is the Provider's responsibility to ensure compliance with all applicable laws and regulations in the states where they practice. Providers should consult with qualified legal and tax professionals regarding their specific circumstances and obligations under state law.

Providers are required to maintain sufficient insurance coverage to ensure the safety and liability protection necessary to perform healthcare services at Facilities. This coverage must include:

• Occupational Accident Insurance (OAI): Providers must have occupational accident insurance coverage to address potential injuries sustained while performing services at a Facility. ShiftRx does not provide workers' compensation coverage for independent contractors, and Providers are responsible for maintaining adequate OAI independently.
• Professional Liability Insurance (Malpractice Insurance): Providers must carry professional liability insurance, commonly known as malpractice insurance, to cover potential claims arising from the services provided to patients. ShiftRx requires all Providers to maintain minimum coverage levels as specified in the Platform's guidelines and state or Facility requirements.

Certain Facilities may impose additional insurance standards beyond those required by ShiftRx. Providers agree to meet or exceed Facility-specific insurance requirements and understand that these requirements may vary by location. ShiftRx will inform Providers of any additional Facility-specific insurance requirements prior to shift acceptance.

• Responsibility for Facility-Required Insurance: Providers are solely responsible for securing any additional insurance required by a Facility. Failure to maintain Facility-mandated insurance coverage may result in cancellation of shifts or account suspension.

Providers are required to notify ShiftRx immediately of any changes to their insurance coverage, including:

• Cancellation, expiration, or non-renewal of occupational accident or professional liability insurance;
• Any limitations, exclusions, or changes in policy terms that may affect the Provider's ability to perform services at a Facility.

ShiftRx reserves the right to suspend or terminate a Provider's account for failure to maintain required insurance coverage or to notify ShiftRx of changes in insurance status.

ShiftRx may maintain limited insurance coverage to support the Platform's operations and safeguard against certain liabilities associated with the Platform. However, ShiftRx does not provide insurance coverage for Providers' healthcare services and is not liable for any claims arising from Provider actions during a shift. Providers acknowledge and agree that ShiftRx's insurance does not extend to or replace the required occupational accident or professional liability insurance that Providers must maintain under this Agreement.

Providers are required to adhere to the Health Insurance Portability and Accountability Act (HIPAA) and other applicable healthcare data privacy regulations. Providers agree to handle, access, and store any Protected Health Information (PHI) obtained during a shift in compliance with HIPAA standards and refrain from using or disclosing PHI outside the scope of their duties.

• Secure Handling of PHI: Providers are prohibited from downloading, sharing, or transferring PHI to any unauthorized person or platform outside of the secure channels provided by the Facility. ShiftRx requires that all PHI remain within the Facility's secure environment and systems.
• HIPAA Training: Providers acknowledge that they are responsible for completing any HIPAA training required by the Facility prior to beginning a shift, as well as adhering to any Facility-specific data privacy protocols.

ShiftRx collects and processes personal data, including contact information, licensing and credentialing details, health and immunization records (when applicable), and other data necessary to operate the Platform. This data is collected in compliance with applicable data protection laws and is used solely for the purposes of:

• Verifying Provider credentials and qualifications;
• Facilitating shift scheduling, management, and payment processing;
• Ensuring compliance with HIPAA and other healthcare standards.

ShiftRx employs industry-standard data security measures to protect the confidentiality, integrity, and availability of personal data stored on the Platform. This includes data encryption, secure access protocols, and regular audits to prevent unauthorized access or data breaches.

• Provider Responsibility for Data Security: Providers agree to use secure and encrypted communication channels when accessing or discussing sensitive information. Providers are responsible for maintaining secure access to their accounts and must not share login credentials with unauthorized individuals.
• Platform Monitoring: ShiftRx may monitor Platform activity to ensure data security and may disable accounts that exhibit unauthorized or suspicious activity.

Providers may be granted access to confidential Facility information, including Facility policies, procedures, and operational practices. Providers agree to treat all such information as confidential and to use it only for the purpose of performing services for that Facility. Providers are prohibited from disclosing any Facility information to third parties without prior written authorization from the Facility or ShiftRx.

ShiftRx may share relevant Provider information, including credentials, background check results, and health compliance records, with Facilities to facilitate shift scheduling and ensure compliance with Facility standards. ShiftRx only shares data as necessary to fulfill its service obligations and maintains data-sharing agreements with each participating Facility.

Providers have the right to request access to, correction of, or deletion of their personal data maintained by ShiftRx. Requests can be submitted through the Platform's privacy settings or by contacting ShiftRx's data privacy team. ShiftRx will process these requests in compliance with applicable data privacy laws, including:

• California Consumer Privacy Act (CCPA): Providers in California may exercise additional data rights under the CCPA.
• General Data Protection Regulation (GDPR): Providers with applicable rights under GDPR (if any) may request access, correction, or erasure of data in compliance with GDPR standards.

In the event of a data breach affecting Provider or Facility data, ShiftRx will promptly notify affected parties in compliance with applicable data breach notification laws. ShiftRx will cooperate with any investigations and take corrective actions to prevent future breaches.

Providers are expected to uphold professional and ethical standards when interacting with Facilities, patients, and ShiftRx staff. Providers agree to conduct themselves with integrity, maintain patient confidentiality, and perform their duties with competence and respect while using the Platform.

• Adherence to Facility Policies: Providers must comply with all Facility policies, procedures, and standards while on-site, including health and safety protocols, patient privacy practices, and any other guidelines provided by the Facility.
• Respectful Communication: Providers must engage in respectful and professional communication with Facility staff, patients, and other Platform users. Harassment, discriminatory behavior, or disrespectful conduct will not be tolerated and may result in account suspension or termination.

Providers are prohibited from using the Platform to engage in any illegal, harmful, or disruptive actions. Such actions include, but are not limited to, the following:

• Unauthorized Access and Account Sharing: Providers must not share their Platform login credentials with others or allow any unauthorized person to access their account. Unauthorized access to or use of another user's account is strictly prohibited.
• Data Misuse: Providers are prohibited from collecting, storing, or distributing patient information, Facility data, or other sensitive information in ways that violate HIPAA, Facility policies, or this Agreement.
• Misrepresentation of Credentials: Providers must accurately represent their qualifications, licenses, and experience. Any falsification or misrepresentation of credentials, certifications, or shift documentation is grounds for immediate suspension and possible legal action.
• Interference with Platform Operations: Providers may not use any automated tools, bots, or scripts to interact with the Platform or perform any activity that could disrupt, damage, or overburden Platform operations.
• Solicitation and Advertising: Providers are prohibited from using the Platform for commercial solicitation, advertising, or promoting services unrelated to those offered by ShiftRx.

All content on the Platform, including logos, trademarks, and other proprietary information, is the property of ShiftRx or its licensors. Providers agree not to copy, distribute, or use any intellectual property from the Platform without prior written authorization from ShiftRx.

• Reverse Engineering and Unauthorized Access: Providers are prohibited from reverse-engineering any part of the Platform or attempting to access areas of the Platform not intended for user access. Any such actions will result in account suspension and potential legal action.

Providers are encouraged to report any violations of these conduct standards or suspected security breaches to ShiftRx's support team. ShiftRx will investigate all reported violations and take appropriate action, which may include suspension or termination of access, disciplinary measures, or referral to law enforcement if necessary.

ShiftRx reserves the right to take disciplinary action against any Provider found to be in violation of these conduct standards or engaging in prohibited activities. Possible actions include:

• Temporary suspension or permanent deactivation of the Provider's account;
• Loss of access to certain Platform features or shift opportunities;
• Legal action if violations involve fraudulent or illegal activities;
• Notification to the Provider's licensing authority in cases involving professional misconduct.

To ensure the security and integrity of the Platform, ShiftRx reserves the right to monitor user activity, investigate suspicious behavior, and implement additional security measures as needed. Providers acknowledge and consent to such monitoring, which may include analyzing login activity, tracking usage patterns, and responding to reports of misuse.

All content, features, and functionality on the ShiftRx Platform, including text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of ShiftRx or its licensors and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

• Trademarks: ShiftRx's name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of ShiftRx or its affiliates or licensors. Providers may not use such marks without prior written permission from ShiftRx.

Subject to compliance with this Agreement, ShiftRx grants Providers a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for the purpose of accepting and completing shifts. This license does not permit Providers to:

• Resell or make any commercial use of the Platform or its contents;
• Modify, adapt, or create derivative works of the Platform;
• Download, copy, or use any content from the Platform for purposes other than those expressly authorized by ShiftRx.

Providers agree not to:

• Disassemble or Reverse Engineer: Providers are prohibited from decompiling, reverse-engineering, or otherwise attempting to derive source code from any part of the Platform.
• Modify or Redistribute Platform Content: Providers may not alter, reproduce, or distribute any content on the Platform without prior written consent from ShiftRx. Unauthorized modification or distribution of Platform content may result in termination of account access and legal action.
• Scraping or Data Extraction: Providers are prohibited from using any automated systems, such as web crawlers or bots, to collect or extract data from the Platform without prior authorization from ShiftRx.

ShiftRx welcomes feedback, suggestions, and ideas for improving the Platform ("Feedback"). Providers acknowledge that ShiftRx may freely use, develop, and modify the Platform based on Feedback without compensating Providers and without any obligation to Providers. All Feedback provided by Providers becomes the property of ShiftRx.

This Agreement grants Providers a limited right to use the Platform as outlined herein; it does not grant Providers any ownership rights or interest in any intellectual property owned by ShiftRx or its licensors. Providers agree not to challenge ShiftRx's ownership of the Platform or any related intellectual property rights.

ShiftRx reserves the right to terminate Platform access for any Provider who violates this Section. Providers who infringe ShiftRx's intellectual property rights, or those of its affiliates or licensors, may be subject to legal action, including injunctions and claims for damages.

Any actual or alleged breach by the Provider of this Agreement, including but not limited to failure to comply with the terms of service, conduct policies, data privacy obligations, or insurance requirements set forth herein.

Any violation or alleged violation of federal, state, or local laws, rules, or regulations by the Provider in connection with their use of the Platform or performance of services, including but not limited to healthcare regulations, licensing requirements, and tax obligations.

Any claims, damages, or injuries (including bodily injury or death) arising from the Provider's professional services during a shift, including but not limited to negligence, malpractice, or failure to adhere to Facility policies and healthcare standards.

Any claim that the Provider's actions on the Platform, including but not limited to unauthorized use or distribution of Platform content, infringe upon any intellectual property rights of ShiftRx, its licensors, or third parties.

Any falsification or misrepresentation by the Provider regarding their licensure, qualifications, certifications, or any other information provided to ShiftRx, Facilities, or other users of the Platform.

ShiftRx will provide notice to the Provider of any claim or action requiring indemnification as soon as reasonably possible. Providers shall assume control of the defense and settlement of any claim, provided that ShiftRx reserves the right to participate in the defense at its own expense and approve any settlement that imposes an obligation on ShiftRx or affects its rights.

This indemnification obligation survives termination of the Provider's account and/or this Agreement. Providers understand that their obligation to indemnify extends to any claims brought by third parties, including but not limited to patients, Facilities, and other users of the Platform, arising out of the Provider's conduct, services, or use of the Platform.

To the fullest extent permitted by law, ShiftRx, its affiliates, and their respective officers, directors, employees, agents, licensors, or service providers shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, loss of data, or other damages arising from or related to the Provider's use of the Platform or performance of services for any Facility, even if ShiftRx has been advised of the possibility of such damages.

• Maximum Liability: In no event shall ShiftRx's aggregate liability to a Provider or any third party for any claim, damages, or liabilities arising out of or relating to this Agreement or the Provider's use of the Platform exceed the greater of the total fees paid to ShiftRx by the Provider during the six-month period preceding the event giving rise to such liability or $500.

The Platform, its contents, and all services offered through ShiftRx are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied. ShiftRx disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade.

• No Guarantee of Shift Availability: ShiftRx does not guarantee that any specific number or frequency of shifts will be available to Providers, nor does it make any representations regarding the demand for Providers' services by Facilities.
• No Control over Facilities: ShiftRx does not control the actions or conduct of Facilities or other users on the Platform. ShiftRx is not responsible for any Facility's actions, policies, safety standards, or failure to fulfill their obligations under this Agreement or applicable law.

Providers expressly release ShiftRx, its affiliates, and their respective officers, directors, employees, and agents from any claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any disputes between Providers and Facilities or other users of the Platform.

• Acknowledgment of Independent Contractor Status: Providers acknowledge and agree that their use of the Platform does not create an employment relationship with ShiftRx. Any claims or disputes relating to employment status, compensation, or benefits are exclusively between Providers and Facilities, and Providers waive any claim against ShiftRx in connection with such matters.
• Facility and Patient Interactions: Providers agree that ShiftRx is not responsible or liable for any conduct, negligence, malpractice, or other actions by Facilities, patients, or other third parties encountered during a shift. Providers are solely responsible for taking reasonable precautions regarding their interactions with Facilities and patients.

Some jurisdictions do not allow certain limitations on liability or exclusion of warranties, so some of the above limitations may not apply to Providers in those jurisdictions. In such cases, the liability of ShiftRx and its affiliates shall be limited to the maximum extent permitted by law.

This Agreement remains in effect from the date the Provider accepts these terms upon account registration and continues until terminated by either ShiftRx or the Provider in accordance with the provisions set forth in this section.

Providers may terminate this Agreement and close their ShiftRx account at any time by providing written notice to ShiftRx or deleting the account from the Platform. Upon termination, Providers must:

• Complete any accepted and scheduled shifts prior to the termination effective date, unless expressly released from such obligation by the relevant Facility.
• Settle any outstanding payments owed to ShiftRx and ensure that any required documentation, such as tax forms, is complete and submitted.

ShiftRx reserves the right to terminate or suspend a Provider's account and access to the Platform at its sole discretion, with or without notice, for any of the following reasons, including but not limited to:

• Violation of this Agreement or any applicable laws or regulations;
• Repeated cancellations, unprofessional behavior, or misconduct as outlined in Section 10;
• Non-compliance with Facility policies, insurance requirements, or credentialing standards;
• Any actions deemed harmful to ShiftRx, its affiliates, or users, including conduct that negatively impacts ShiftRx's reputation, integrity, or business.

Upon termination of this Agreement:

• The Provider's access to the Platform will be revoked immediately, and any pending or scheduled shifts will be canceled.
• ShiftRx may retain Provider data and shift records as required by law or as necessary for legitimate business purposes, in accordance with Section 9 (Data Privacy and Confidentiality).
• Providers will be entitled to receive compensation for any completed shifts prior to termination, subject to verification and standard payment processing timelines.

The following sections shall survive termination of this Agreement: Section 8 (Insurance Requirements), Section 9 (Data Privacy and Confidentiality), Section 12 (Indemnification), Section 13 (Limits of Liability; Release), Section 16 (Arbitration of Disputes; Choice of Law; Venue), and any other provisions that by their nature should survive termination.

No waiver by ShiftRx of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of ShiftRx to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, such provision shall be eliminated or limited to the minimum extent necessary, and the remaining provisions of the Agreement will continue in full force and effect.

This Agreement, including any referenced policies or guidelines, constitutes the entire agreement between the Provider and ShiftRx regarding the Provider's use of the Platform. This Agreement supersedes any prior or contemporaneous agreements, representations, or understandings, whether written or oral, regarding the subject matter contained herein.

Providers may not assign or transfer this Agreement, by operation of law or otherwise, without ShiftRx's prior written consent. Any attempt to assign or transfer this Agreement without such consent will be null and void. ShiftRx may freely assign or transfer this Agreement or any of its rights or obligations without restriction.

Nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee, or agency relationship between ShiftRx and any Provider or Facility. Providers operate independently of ShiftRx, and each party is solely responsible for its own actions, employees, and obligations.

ShiftRx reserves the right to modify or discontinue the Platform, or any part of it, at any time, with or without notice. ShiftRx will not be liable to Providers or any third party for any modifications, suspensions, or discontinuations of the Platform or its features.

ShiftRx may determine that additional terms apply to specific areas of the Platform or certain services, such as promotional programs or new features. In such cases, ShiftRx will notify Providers of the supplemental terms, which shall be deemed part of this Agreement upon acceptance by Providers.

In the event that this Agreement is translated into a language other than English and there is a conflict between the English text and the translation, the English text shall control.

To the fullest extent permitted by law, Providers and ShiftRx agree to resolve any disputes, claims, or controversies arising out of or relating to this Agreement, the Provider's use of the Platform, or the services provided through the Platform through final and binding arbitration instead of in court, with the exception of certain types of claims listed in Section 16.2.

The arbitration shall be conducted by a neutral arbitrator under the rules of the American Arbitration Association (AAA) in effect at the time the claim is filed. The arbitration will take place in the state where the Provider resides, or in another location mutually agreed upon by ShiftRx and the Provider. If there is a conflict between the rules of the AAA and this Agreement, the terms of this Agreement shall govern.

• Arbitration Costs: Each party shall bear its own costs and attorneys' fees related to arbitration, except where otherwise required by law. If the arbitrator finds in favor of the Provider on any claims, ShiftRx shall reimburse the Provider for any AAA administrative fees and arbitrator fees incurred in connection with the arbitration.
• Discovery and Evidence: The arbitrator may allow for the exchange of non-privileged documents and relevant information, subject to reasonable limitations as necessary for an efficient and fair arbitration process.
• Arbitrator's Decision: The arbitrator shall issue a written decision that explains the essential findings and conclusions upon which the award is based. The arbitrator's award will be final and binding, and judgment may be entered on the award in any court of competent jurisdiction.

Providers and ShiftRx agree that any arbitration will be conducted on an individual basis only and not on a class, collective, or representative basis. Providers expressly waive the right to bring any class, collective, or representative action in arbitration or in court. Any claim that all or part of this waiver is unenforceable may be decided only by a court of competent jurisdiction and not by an arbitrator.

This Agreement and any disputes arising out of or related to this Agreement shall be governed by and construed in accordance with the laws of the state of Texas, without regard to its conflict of law principles.

If any court action is permitted under this Agreement, the parties agree that the federal and state courts located in Travis County, Texas, shall be the exclusive venue for such action. Providers and ShiftRx waive any objection to jurisdiction and venue in such courts.