HURO Terms of Service Agreement

These Terms of Service ("Agreement") establish a legally binding contract between you, whether participating as a Clinician or Facility ("Clinician," "Facility," or "you"), and HURO, located at 6304 S Margray Dr, Taylorsville, Utah 84129 ("HURO," "Company," "we," "us," or "our"). You and HURO may each be referred to individually as a "Party" and collectively as the "Parties." In exchange for the mutual promises, obligations, and other valuable consideration described in this Agreement, the receipt and adequacy of which are acknowledged, the Parties agree to the following terms:

1. Key Definitions

1.1. "Clinician" means an independent healthcare professional who uses the HURO Platform to request or accept Shifts offered by a Facility for the purpose of providing professional healthcare services.

1.2. "Facility" means any healthcare provider, organization, institution, location, building, or designated portion thereof, whether publicly or privately owned and whether operated as a partnership, corporation, or other legal entity, that provides healthcare services to patients and uses the HURO Platform to post per diem or other Shifts for Clinicians.

1.3. "HURO App," "App," "HURO Platform," or "Platform" means HURO's software-based workforce marketplace and related services. The Platform allows Facilities and Clinicians to connect, communicate, post Shifts, request Shifts, and confirm the acceptance of per diem or other healthcare work opportunities.

1.4. "Confidential Information" means any nonpublic information concerning HURO, its operations, customers, prospective customers, Clinicians, Facilities, vendors, contractors, or business partners that you obtain or access through your use of the HURO Platform or your relationship with the Company. Confidential Information includes, without limitation:

• (a) HURO's business practices, policies, pricing, finances, procedures, internal operations, and business plans;
• (b) Financial forecasts, sales projections, performance targets, market analyses, and customer or prospective-customer data;
• (c) The identities and information of customers, prospective customers, Clinicians, and Facilities, including names, addresses, telephone numbers, email addresses, protected or regulated personal information, health information, and other information disclosed through the Platform or by HURO or its representatives;
• (d) Lists or databases containing information about customers, prospective customers, Clinicians, Facilities, vendors, contractors, or business partners;
• (e) Information concerning HURO's employees, representatives, and business contacts;
• (f) Methods, processes, techniques, and strategies used to develop, market, operate, provide, or distribute HURO's products or services; and
• (g) Any other nonpublic information that a reasonable person would understand to be confidential based on its nature or the circumstances under which it was disclosed.

1.5. "Proprietary Information" means any intellectual property, technical information, creative work, business information, or other material owned, developed, maintained, licensed, or lawfully controlled by HURO. Proprietary Information includes, without limitation, inventions, discoveries, concepts, designs, developments, methods, processes, formulas, compositions, research, improvements, trade secrets, know-how, copyrights, patents, patent applications, domain names, databases, customer lists, tables, documentation, software, source code, object code, algorithms, flowcharts, schematics, layouts, digital images, photographs, drawings, engineering materials, hardware configurations, marketing plans, financial information, forecasts, and business strategies, whether or not eligible for patent, copyright, trademark, or other legal protection. Proprietary Information also includes information concerning HURO's current or anticipated business, products, services, research, or development, as well as information received confidentially from another person or organization, that you encounter through your use of the Platform or engagement with HURO.

1.6. "Shift" means a defined period on a specific date during which a Clinician agrees to provide professional healthcare services for a Facility. Facilities post available Shifts through the HURO Platform, and Clinicians may request or accept those Shifts through the Platform.

1.7. "Shift Report" means the record completed following a Shift to document the healthcare services and time associated with that Shift. A Shift Report may include the Clinician's start time, end time, breaks, time away from the Shift, and any other timekeeping or service details required by the Facility or agreed upon by the Clinician.

2. Acceptance of This Agreement

2.1. Age and Legal Authority. You must be at least 18 years old to create an account or access or use the HURO Platform. By accepting this Agreement, using the Platform, or creating a Clinician or Facility profile, you represent and warrant that you are at least 18 years of age and possess the legal capacity and authority necessary to enter into this Agreement. If you accept this Agreement on behalf of a Facility or another organization, you further represent and warrant that you are authorized to legally bind that entity to these terms. HURO is not responsible or liable for any false or inaccurate representation regarding your age, identity, legal capacity, or authority.

2.2. Acknowledgment and Consent. You accept and enter into this Agreement by clicking "I Agree," creating a Clinician or Facility profile, signing or electronically acknowledging this Agreement, accessing or using the HURO Platform, or using any service offered through the Platform. By taking any such action, you confirm that you have read, understood, and agreed to all terms, conditions, duties, and obligations contained in this Agreement.

If you do not agree to every applicable provision of this Agreement, you may not access or use the HURO Platform or any services available through it. Unless a provision expressly states otherwise, the terms, conditions, and obligations contained in this Agreement apply to and are binding upon both Clinicians and Facilities.

You agree that an electronic signature, acknowledgment, acceptance, or transaction may not be denied legal effect solely because it was completed electronically. Whenever applicable law requires a written record or signature, you consent to the use of an electronic record, signature, or acknowledgment to satisfy that requirement.

2.3. Revisions and Assignment. HURO may revise or update this Agreement periodically. Unless otherwise stated, a revised Agreement will become effective when it is posted at this location. Your continued access to or use of the HURO Platform after the revised Agreement is posted constitutes your acceptance of the updated terms.

HURO may assign or transfer any of its rights or obligations under this Agreement without prior notice to you. Any such assignment or transfer will not, by itself, be considered an amendment to this Agreement.

3. License and Permitted Use of the HURO Platform

3.1. Platform Services. The HURO Platform is a software-based marketplace that enables Facilities and Clinicians to connect for the posting, viewing, requesting, and acceptance of Shifts. HURO is not a healthcare provider and does not provide healthcare services. HURO does not employ, assign, refer, or place the Clinicians who use the Platform. Facilities and Clinicians independently determine whether to offer, request, or accept a Shift.

3.2. Independent Relationships. The Parties acknowledge and agree that:

• (a) Each Facility has sole authority and responsibility for accepting or declining a Clinician's Shift request;
• (b) Every Shift posted through the HURO Platform is created and controlled by the Facility that posted it, not by HURO;
• (c) The Facility is solely responsible for the accuracy, completeness, and legality of all information included in its Shift postings and for any errors, omissions, discrepancies, claims, damages, or liabilities arising from those postings;
• (d) Clinicians independently and voluntarily decide which Shifts to request or accept, without direction or control from HURO;
• (e) Clinicians who access or use the HURO Platform do so as independent contractors, as further described in this Agreement; and
• (f) Nothing in this Agreement creates or shall be interpreted as creating an employment, agency, partnership, or joint-venture relationship between HURO, any Facility, or any Clinician.

3.3. Limited License and Permitted Use. Subject to your continued compliance with this Agreement, HURO grants you a limited, nonexclusive, nontransferable, non-sublicensable, and revocable license to access and use the HURO Platform solely for its intended purpose. The Platform's intended purpose is to allow Facilities and Clinicians to post, review, request, accept, and manage Shifts and related services.

HURO may make certain documentation, records, data, user-submitted information, and other materials available through the Platform to assist with its permitted use. You may access and use such information only to the extent reasonably necessary to use the Platform for its intended purpose. You may not copy, disclose, distribute, exploit, or use Platform information or materials for any unrelated purpose.

This license automatically ends when you stop using the Platform, HURO suspends or terminates your access, or this Agreement is otherwise terminated. Nothing in this Agreement transfers to you any ownership interest, title, or other right in HURO's Platform, Proprietary Information, intellectual property, or related materials. HURO may revoke this license at any time and for any reason.

3.4. Suspension or Termination of Access. HURO reserves the right to restrict, suspend, or terminate your access to the Platform at any time and for any reason. Reasons may include, without limitation, concerns regarding the safety of Platform users or individuals under their employment or care, failure to complete required or appropriate background screening, untimely or repeated Shift cancellations by a Clinician or Facility, or failure to pay amounts owed.

4. Intellectual Property

4.1. Ownership and Use. HURO owns or lawfully controls the HURO Platform and all associated content and materials, including its text, graphics, images, software, source code, databases, designs, trademarks, service marks, trade names, Confidential Information, Proprietary Information, documentation, and other elements available through its websites, applications, software, and related services (collectively, "Intellectual Property").

Except for the limited right to use the Platform in accordance with this Agreement, you receive no ownership interest, title, license, or other rights in HURO's Intellectual Property. You may not copy, reproduce, modify, distribute, transmit, publish, sell, license, disclose, reverse engineer, or otherwise use HURO's Intellectual Property without HURO's prior written authorization.

Any authorized copy of HURO materials must retain all copyright, trademark, and proprietary-rights notices appearing on the original. Trademarks, logos, product names, and other materials belonging to third parties remain the property of their respective owners and may not be used in violation of applicable law. Accessing or using the Platform does not grant you permission to use HURO's or any third party's trademarks, service marks, logos, or other protected materials. Any additional license or permission must be expressly granted by HURO in writing.

4.2. Protection and Enforcement. You acknowledge that HURO's Intellectual Property is unique and valuable and that its unauthorized access, use, copying, or disclosure may cause immediate and irreparable harm for which monetary damages alone may be inadequate. If an actual or threatened violation occurs, HURO may seek specific performance, temporary or permanent injunctive relief, or any other equitable remedy available without being required to post a bond or other security, to the extent permitted by applicable law.

These remedies are cumulative and do not limit any other rights or remedies available under this Agreement, at law, or in equity. If litigation, arbitration, or another legal proceeding is initiated to enforce this Agreement, the prevailing Party may recover its reasonable costs and expenses, including attorneys' fees, investigation expenses, and settlement-related costs, to the extent permitted by law.

4.3. Confidentiality and Restrictions. During and after your use of the HURO Platform or other involvement with HURO, you and your employees, agents, representatives, and associated personnel may not directly or indirectly access, copy, export, disclose, distribute, transmit, make available, or otherwise use HURO's Intellectual Property except as expressly authorized by this Agreement.

You acknowledge that you may receive or gain access to HURO's Intellectual Property through your use of the Platform or your relationship with the Company. HURO's Intellectual Property may change or expand over time and is not limited to materials existing as of the date you accept this Agreement.

The confidentiality restrictions in this Section do not apply to information that:

• (a) Becomes publicly available through no act, omission, fault, or breach of this Agreement by you or another Party subject to a confidentiality obligation; or
• (b) Is lawfully received from a third party who has the legal right to disclose the information without violating a duty of confidentiality.

If applicable law, regulation, subpoena, court order, or governmental request requires you to disclose HURO's Intellectual Property or other confidential information, you must, unless legally prohibited, promptly provide HURO with written notice. This notice must provide HURO with a reasonable opportunity to seek a protective order, challenge or limit the requested disclosure, consult with you regarding an appropriate response, or waive compliance with this Section.

If a protective order or other remedy is not obtained, or HURO waives compliance, you must use commercially reasonable efforts to disclose only the portion of the information legally required and request confidential treatment for any information disclosed. All ownership rights in HURO's Intellectual Property remain exclusively with HURO. If an unauthorized person questions or contacts you regarding information protected under this Agreement, you must notify HURO within 24 hours.

HURO is not obligated to review, accept, maintain, or return unsolicited ideas, proposals, concepts, or materials related to its products, Platform, services, or advertising. HURO will not be liable solely because its current or future products, services, features, or content are similar to an idea or material submitted to the Company.

You represent that you have the legal right to submit any materials you provide to HURO and that those materials do not violate another party's copyright or other rights. By voluntarily submitting feedback, suggestions, concepts, proposals, product ideas, Platform ideas, or advertising ideas to HURO, you assign to HURO all rights, title, and interest in those submissions to the extent permitted by applicable law.

5. Your Information and Data

5.1. Data, Privacy, and Information Use. HURO LLC may collect location, time, attendance, credential, document, account, and Platform activity data for purposes including operating the HURO Platform, verifying identities and credentials, supporting billing, confirming attendance, facilitating Facility reviews, preventing fraud, supporting legal and regulatory compliance, and resolving disputes.

The collection and use of such data for these purposes does not, by itself, constitute supervision, direction, control of work hours, control of clinical services, or employment management by HURO. HURO does not use such data to direct or control the manner, method, or means by which a Clinician performs professional services.

5.2. Use of Clinician and Facility Information. HURO may collect, use, store, and process information and data relating to Clinicians and Facilities, collectively referred to as "Your Information," to operate the HURO Platform, provide services under this Agreement, and fulfill the purposes described in the HURO Privacy Policy, which is incorporated into this Agreement by reference.

To provide Platform features and related services, HURO may:

• (a) copy, store, reproduce, and otherwise process Your Information maintained on the HURO Platform or through a third party service to which you authorize HURO to connect through an application programming interface or another approved method; and
• (b) modify, transmit, or transfer Your Information to or from an authorized third party service, subject to the applicable terms, conditions, and privacy practices of that service.

HURO may retain copies of Your Information as reasonably necessary to operate the Platform, satisfy auditing requirements, resolve disputes, enforce this Agreement, and comply with applicable federal, state, and local laws and regulatory obligations.

You are solely responsible for the accuracy, completeness, and legality of all information and data you provide or make available through the HURO Platform. You represent and warrant that all information submitted to HURO, including information used for account registration, identity verification, credential verification, background screening, billing, or payment processing, is true, complete, current, and accurate.

You agree to indemnify, defend, and hold harmless HURO and its officers, employees, agents, affiliates, successors, and assigns from and against any claims, losses, damages, liabilities, costs, or expenses arising from inaccurate, incomplete, false, misleading, or unlawfully submitted information or from errors or omissions in any materials or documentation you provide, subject to the indemnification provisions of this Agreement and applicable law.

5.3. Authorization for Information Sharing and Data Use. To provide services and Platform functionality to Clinicians and Facilities, you authorize HURO to collect, use, process, store, and share certain categories of Your Information with Clinicians, Facilities, and authorized third party service providers for legitimate business purposes consistent with this Agreement and the HURO Privacy Policy.

The categories of information collected, processed, or shared may include, without limitation:

• (a) personal identification information, including your name, physical address, email address, telephone number, date of birth, government issued identification number, and driver license information;
• (b) financial information, including bank account numbers, routing numbers, tax information, payment information, and other financial information you submit;
• (c) electronic and internet activity information, including your Internet Protocol address, browser type, operating system version, device identifiers, carrier information, manufacturer information, mobile advertising identifiers, and Platform activity;
• (d) location or geolocation information collected through the HURO application or a connected device;
• (e) professional and credential information, including licenses, certifications, credentials, employment qualifications, professional distinctions, and other documentation you upload or provide;
• (f) the results of background checks, identity verification, credential verification, or other screenings conducted or obtained under this Agreement;
• (g) drug screening results or proof of completed drug screening;
• (h) vaccination records or proof of vaccination status; and
• (i) other information, records, or documentation submitted, collected, or generated in connection with your use of the HURO Platform.

Where permitted by applicable law and disclosed in the HURO Privacy Policy, HURO may process such information in complete and unredacted form when reasonably necessary to provide Platform services, verify compliance, prevent fraud, process payments, or resolve disputes.

5.4. Platform Analytics and Aggregated Data. HURO may monitor, measure, and analyze Platform usage, performance, transactions, and activity across its users. HURO may use Your Information to create aggregated, anonymized, or deidentified data that does not reasonably identify you.

You authorize HURO to collect, use, disclose, and publicly report such aggregated, anonymized, or deidentified data for legitimate business purposes, including research, analytics, service improvement, business planning, and reporting. Examples may include the total number of Platform users, transaction volumes, general demographic summaries, Platform usage statistics, and company growth metrics.

HURO will not publicly disclose aggregated, anonymized, or deidentified data in a form that personally identifies you, except with your authorization or as otherwise permitted or required by applicable law.

5.5. Location, Time, and Attendance Data. Certain Platform features, including location tracking and time and attendance tools, are intended to support Clinicians and Facilities by confirming arrival, departure, attendance, and completion of Shifts and by assisting with billing, fraud prevention, and the resolution of attendance or time related disputes.

Subject to applicable notices, permissions, and consent requirements, location tracking may operate while the HURO application is actively in use and, when enabled, while the application is running in the background. Location tracking may be used to confirm that a Clinician arrived at or departed from a Facility.

Location tracking and related Platform features may not function properly when a device is powered off, location permissions are disabled, network service is unavailable, or the HURO application or the device's operating system is not updated to a supported version.

HURO's collection, use, storage, processing, and disclosure of location, time, attendance, and related information will be conducted in accordance with the HURO Privacy Policy and applicable law. HURO does not use such information to direct, supervise, or control the manner or means by which a Clinician performs professional healthcare services.

5.6. Data Security. HURO will implement and maintain commercially reasonable physical, administrative, and technical safeguards designed to protect the confidentiality, integrity, and security of Your Information stored on or transmitted through the HURO Platform. These safeguards are intended to protect Your Information against unauthorized access, acquisition, use, alteration, destruction, or disclosure and will be maintained in a manner reasonably appropriate to the nature and sensitivity of the information and consistent with applicable legal requirements.

Although HURO takes commercially reasonable measures to protect Your Information, no electronic transmission, information system, or storage method can be guaranteed to be completely secure.

6. Communications

6.1. Consent to Communications. By creating an account, providing your contact information, accepting this Agreement, or using the HURO Platform, you consent to receive operational, transactional, and service-related communications from HURO through the contact methods you provide. These communications may be delivered by email, telephone, text message, physical mail, push notification, social media, or through the Platform.

Communications may include:

• (a) Account, security, verification, and profile-related notices;
• (b) Shift opportunities, reminders, confirmations, cancellations, and schedule updates;
• (c) Credential, compliance, payment, and transaction notices;
• (d) Information about new or updated Platform features; and
• (e) Requests for information reasonably necessary to establish, maintain, or support your account.

When permitted by law and supported by the consent you provide, HURO may use automated telephone dialing technology, artificial or prerecorded voice messages, or similar systems to deliver communications. HURO may store and use your contact information for the purposes described in this Agreement and its Privacy Policy.

Marketing and promotional communications are subject to separate consent where required by law. Consent to receive marketing messages is not required to create an account, use the HURO Platform, or purchase HURO services.

6.2. SMS Communications. By creating a HURO account, providing your mobile telephone number, and consenting to receive text messages, you authorize HURO to send transactional and service-related SMS messages concerning your account and use of the Platform. Messages may include Shift opportunities, reminders, schedule changes, booking confirmations, credential notices, payment updates, security alerts, account notifications, and other operational communications.

You may separately choose to receive marketing or promotional text messages, including personalized Shift recommendations, special offers, Platform updates, and other promotional content. Marketing messages require your express opt-in consent and, when requested, a confirmation reply such as "Y." Consent to receive marketing text messages is not a condition of using the HURO Platform or purchasing HURO services.

Message frequency varies and will depend on your account activity and interactions with HURO. Message and data rates may apply to messages sent by HURO and messages you send to HURO. Contact your wireless provider if you have questions regarding your text-messaging or data plan.

You may cancel the SMS service at any time by texting STOP to 8014551859. After you send "STOP," HURO will send one final SMS message confirming that you have been unsubscribed. After confirmation, you will no longer receive SMS messages from HURO through that messaging program. If you later wish to receive messages again, you may re-enroll by completing the original sign-up or opt-in process.

If you experience problems with the messaging program, reply HELP for assistance or contact HURO directly at thehuro@gmail.com.

Wireless carriers are not responsible or liable for delayed or undelivered messages. Delivery is subject to the availability and operation of wireless networks and services.

For information regarding HURO's collection, use, and protection of personal information, please review the Privacy Policy.

6.3. Communication Preferences and Opt-Out Rights. You may unsubscribe from marketing or promotional emails by selecting the unsubscribe link included in the applicable email. You may manage other promotional communication preferences through your HURO account settings or by following the opt-out instructions provided in the communication.

You may also contact HURO regarding your communication preferences using the following information:

Mail: 6304 S Margray Dr, Taylorsville, Utah 84129
Email: thehuro@gmail.com
Telephone: 8014551859

Opting out of marketing communications will not prevent HURO from sending non-promotional communications that are reasonably necessary to operate your account, complete requested transactions, provide services, protect Platform security, or satisfy legal obligations. SMS opt-out requests will be honored in accordance with Section 6.2.

7. Additional Terms for Clinicians

7.1. Independent Choice and No Agency Relationship. Consistent with Section 3.2, your use of the HURO Platform as a Clinician does not establish an employment, agency, partnership, or joint-venture relationship between you and HURO or between you and any Facility. You independently decide whether, when, where, how often, and for which Facilities you will provide professional services. Your use of the Platform and acceptance of any Shift are voluntary.

7.2. Independent-Contractor Status. Clinicians use the HURO Platform as independent contractors and remain responsible for controlling and operating their own professional services. By accepting this Agreement, you acknowledge, represent, and agree that:

• (a) You operate an independent business and provide professional services through connections made using the HURO Platform solely as an independent contractor;
• (b) You are not an employee of HURO and are not entitled to wages, salary, overtime, paid time off, retirement benefits, stock, bonuses, profit sharing, unemployment benefits, health insurance, workers' compensation benefits, or any other compensation or benefit HURO may provide to its employees;
• (c) You are responsible for all federal, state, and local taxes arising from payments you receive through or in connection with the Platform. Except where required by law, HURO will not withhold payroll, income, Social Security, Medicare, unemployment, or other employment-related taxes from your payments;
• (d) HURO does not prohibit you from performing services for Facilities that do not use the Platform or from using another company, marketplace, platform, or method to obtain professional opportunities;
• (e) You independently decide whether to request, accept, decline, or cancel any available Shift, subject to this Agreement and applicable cancellation policies;
• (f) You are responsible for maintaining an independently established business and are not required to depend exclusively on the HURO Platform for professional opportunities;
• (g) HURO does not direct, supervise, or control the clinical methods, professional judgment, or manner in which you provide healthcare services. You remain responsible for performing services in accordance with applicable law, professional standards, your authorized scope of practice, and lawful Facility requirements;
• (h) You are paid only for professional services completed for a Facility. HURO does not guarantee or provide you with a salary, hourly wage, overtime, minimum payment, recurring payment, or minimum number of Shifts;
• (i) You are responsible for obtaining and maintaining all business registrations, professional licenses, certifications, credentials, tools, supplies, equipment, and other requirements necessary to provide your services;
• (j) You are responsible for expenses arising from your professional services, including transportation, lodging, licensing, credentialing, insurance, equipment, supplies, and other business expenses;
• (k) You may experience a profit or loss in connection with the services you provide to Facilities; and
• (l) You are solely responsible for tracking your work history, continuing-education requirements, renewal dates, practice hours, and other records necessary to maintain your licenses, certifications, registrations, and professional standing. HURO does not guarantee the renewal status of any credential or verify that you have completed all hours or requirements imposed by a licensing authority.

7.3. Payment Terms. The amount displayed for an available Shift and payable to a Clinician who accepts and properly completes that Shift is referred to as the "Clinician Fee." Clinician Fees will be processed in accordance with this Section and Sections 8.2 and 8.8 of this Agreement.

A Clinician Fee may be adjusted when the Clinician does not complete the Shift or does not provide the services described in the Facility's Shift posting. The Clinician Fee may be separate from the total Charges paid by the Facility. Any difference between the Clinician Fee and the Facility's Charges may include HURO's applicable service, subscription, or transaction fees. Clinician Fees and HURO fees may vary based on factors such as demand, Shift time, location, credential type, professional license, certification, registration, and other marketplace conditions.

HURO will process Clinician payments on a weekly basis after the applicable services have been completed and the Shift Report has been properly submitted, reviewed, and approved. Clinicians will be paid no later than the third Friday following the end of the applicable pay period. Shift times may be recorded using a 24-hour clock.

You must complete and submit each Shift Report within seven days after the Shift ends. Failure to submit a complete and accurate Shift Report within this period may result in delayed payment or forfeiture of the Clinician Fee and other Shift-related amounts, to the extent permitted by law.

You appoint HURO as your limited payment-collection agent solely for the purpose of receiving and processing amounts owed to you by a Facility. You may be required to establish and maintain an account with a third-party payment processor to use this service.

Payment may be delayed due to a Facility's failure to pay, a financial institution or payment processor delay, an incomplete or disputed Shift Report or time record, a technical issue, a legal requirement, or another circumstance outside HURO's reasonable control. HURO's obligation to remit payment to the Clinician is expressly contingent upon HURO's receipt of the corresponding payment from the Facility. If HURO does not receive payment from the Facility for a completed Shift, the Clinician will not receive payment from HURO and must contact the Facility directly to reconcile and collect the unpaid amount. To the fullest extent permitted by applicable law, HURO is not responsible for a Facility's acts or omissions relating to amounts owed to the Clinician. If the Clinician receives an incorrect, duplicate, excessive, or otherwise unintended payment, the Clinician authorizes HURO to recover that amount, including by deducting it from future payments when legally permitted.

7.4. Shift Cancellations and Failure to Appear. If you cannot work an accepted Shift, you must cancel it through the HURO Platform in accordance with HURO's applicable cancellation policy. Late cancellation, repeated cancellation, or failure to appear for an accepted Shift may result in restrictions, suspension, or termination of your Platform access.

7.5. Identity Verification and Background Screening. Your eligibility to use the HURO Platform may depend on successfully completing identity verification, credential verification, legally required screenings, and industry-appropriate background checks. HURO may restrict, suspend, or terminate your access if:

• (a) You fail to complete a required screening or verification process;
• (b) Your identity, credentials, or submitted information cannot be verified; or
• (c) A screening identifies criminal history, sanctions, exclusions, registry findings, licensing restrictions, or other information that legally or reasonably disqualifies you from using the Platform or providing the applicable services.

Completing the screening process may require you to finish the credentialing portion of your profile, provide written authorization, submit fingerprints, provide identification, pay applicable screening fees, and cooperate with HURO, its screening providers, and relevant government agencies.

You consent to receive screening-related communications by email, telephone, text message, through the HURO Platform, or from authorized third-party screening providers. Criminal history, consumer-report information, and other background information will be obtained and used in accordance with applicable authorization requirements and the Fair Credit Reporting Act, the Gramm-Leach-Bliley Act when applicable, and relevant state and local laws.

7.6. Disclosure of Screening and Credential Information. To the extent permitted by law and subject to applicable authorization requirements, you authorize HURO and its contracted screening or credential-verification providers to obtain, verify, process, and make relevant results or documentation available to Facilities considering or engaging you for Shifts. This information may include:

• (a) Whether you appear on the U.S. Department of Health and Human Services Office of Inspector General List of Excluded Individuals and Entities, the Office of Inspector General Most Wanted Fugitives list, the System for Award Management exclusion list, or the Office of Foreign Assets Control Specially Designated Nationals list;
• (b) Sex-offender-registry results;
• (c) Federal, state, or county criminal-history information;
• (d) Results from applicable state registries, abuse registries, professional databases, or exclusion lists;
• (e) Your professional license, certification, or registration status, including expiration dates and restrictions;
• (f) Documentation of tuberculosis testing and required immunizations, including COVID-19 or influenza vaccination documentation when applicable;
• (g) Drug-screening results or proof of completion;
• (h) Credentials, professional certifications, registrations, and supporting documents you submit;
• (i) Disciplinary actions reported by licensing boards, government agencies, or other authorized regulatory bodies; and
• (j) Education, training, and professional-experience verification.

7.7. Accuracy and Cost of Screening Information. You are responsible for reviewing and confirming the accuracy, completeness, and current status of information you provide to HURO or its third-party screening providers and information displayed in your Platform profile.

To the extent permitted by law, you agree to indemnify and hold HURO harmless from claims, liabilities, losses, or expenses arising from inaccurate, incomplete, outdated, misleading, fraudulent, or omitted information that you provide, upload, or submit during the screening or credentialing process.

You are responsible for the cost of required background checks and screenings unless HURO expressly agrees otherwise. You authorize HURO, where legally permitted and properly disclosed, to deduct or recover those costs from amounts payable to you.

7.8. Taxes, Insurance, and Benefits. You are responsible for calculating, reporting, withholding, and paying all income taxes, self-employment taxes, Social Security contributions, Medicare taxes, and other federal, state, or local amounts arising from payments you receive through the HURO Platform or services you provide to a Facility.

HURO will report payments and provide an IRS Form 1099 or other applicable tax document when required by law. You agree to provide HURO with a complete and accurate IRS Form W-9 and any other documentation reasonably required for payment or tax-reporting purposes.

You must obtain and maintain professional liability or medical-malpractice insurance, occupational accident or other applicable workplace coverage, and any other insurance required by law, a Facility, or the nature of your professional services.

7.9. Reporting to Authorities. Applicable laws may require HURO or a Facility to report suspected abuse, neglect, exploitation, professional misconduct, licensing violations, safety concerns, or other reportable events involving a Clinician. You authorize HURO to make a good-faith report to an appropriate government agency, licensing board, law-enforcement authority, Facility, or regulatory body when HURO reasonably believes reporting is required or permitted by law or necessary to protect patient or public safety.

7.10. Requests to Work in Another Department or Unit. A Facility may ask you to provide services in a department or unit different from the one identified in the original Shift posting. You may accept or decline the request.

Before accepting, you must exercise appropriate professional judgment and consider your qualifications, authorized scope of practice, competency, personal safety, and the safety of patients and others. HURO does not require you to accept or refuse the request. You must comply with the applicable Nurse Practice Act, licensing standards, professional requirements, and other governing laws, including informing the Facility of any limitations affecting your ability to accept the assignment.

7.11. Clinician Representations and Warranties. In addition to your other duties under this Agreement, each time you request, accept, or perform a Shift, you represent, warrant, and agree that:

• (a) You possess all licenses, certifications, and registrations required for the Shift, each is active and in good standing, and no disciplinary action, restriction, suspension, or limitation prevents you from providing the relevant services;
• (b) You will request and accept only those Shifts that fall within your lawful scope of practice and for which you possess the required education, training, experience, competency, licensure, certification, or registration;
• (c) You will perform all professional healthcare services in accordance with applicable laws, regulations, professional standards, Facility policies, and patient-safety requirements;
• (d) You have disclosed any conviction, pending charge, exclusion, sanction, restriction, or other circumstance that could legally disqualify you from providing healthcare services or that HURO or a Facility lawfully requires you to disclose;
• (e) You have not been found responsible for abuse, neglect, exploitation, or similar misconduct by a government agency, licensing authority, or regulatory body, except for matters you have fully disclosed to HURO as required;
• (f) You will not engage in conduct, or fail to take appropriate action, in a manner that harms or creates an unreasonable risk of harm to a patient, Facility employee, Platform user, or other person;
• (g) All information and documentation you submit are accurate, complete, authentic, current, verifiable, and unaltered. Every document uploaded to your profile must be a legitimate document that accurately represents what it claims to be;
• (h) Your access to and use of the HURO Platform do not violate any contract, restriction, court order, professional obligation, or other requirement applicable to you; and
• (i) You will promptly notify HURO of any change affecting your qualifications, credentials, background, eligibility, or ability to perform an accepted Shift.

7.12. Safety Concerns and Incident Reporting. If you experience or become aware of an unexpected incident, clinical error, occupational hazard, unsafe condition, patient-safety concern, or other serious event connected with a Facility or your professional services, you should promptly take the actions required by law and applicable professional standards. Depending on the circumstances, you may report the matter to HURO, the Facility administrator, emergency services, law enforcement, the applicable licensing board, or another appropriate government or regulatory authority.

7.13. Referral Reward Program. HURO may offer eligible Clinicians the opportunity to earn referral rewards by referring new Clinicians to the HURO Platform. To qualify, the referring Clinician must have an active HURO account in good standing, and the referred Clinician must be a new HURO user who registers through the referring Clinician's authorized referral link, code, or other referral method before creating an account.

For each eligible referral, the referring Clinician will earn $0.50 for every verified hour worked by the referred Clinician through the HURO Platform, up to a maximum cumulative referral reward of $1,000.00 for that referred Clinician. Only hours associated with completed and verified Shifts will qualify for a referral reward. A referral reward does not constitute compensation for healthcare services performed by the referring Clinician and does not guarantee that either Clinician will be offered, approved for, or complete any Shift.

Referral rewards may be paid according to HURO's regular payout schedule or another schedule established for the Referral Reward Program. HURO may withhold, reverse, or correct a referral reward associated with a canceled Shift, disputed time, payment reversal, refund, chargeback, duplicate account, error, fraud, or violation of this Agreement.

Self-referrals, duplicate accounts, fictitious accounts, misleading referrals, and attempts to manipulate or abuse the Referral Reward Program are prohibited. A referred Clinician may be associated with only one referring Clinician. If more than one Clinician claims the same referral, HURO's records will determine which referral, if any, qualifies for the reward.

Each Clinician is responsible for determining and satisfying any federal, state, or local tax obligations arising from referral rewards. HURO may report referral payments or issue tax documentation when required by applicable law.

HURO may modify, suspend, or terminate the Referral Reward Program by providing notice through the Platform or another reasonable method. Except when necessary to address fraud, abuse, error, or legal compliance, a modification, suspension, or termination will not eliminate qualifying referral rewards earned before the effective date of the change.

8. Additional Terms for Facilities

8.1. Separate Agreements. HURO and a Facility may enter into one or more separate written agreements containing additional or different terms. Each separate agreement supplements this Agreement. If a provision of a separate agreement conflicts with this Agreement, the separate agreement will control with respect to that conflict. All nonconflicting provisions of this Agreement remain fully effective.

8.2. Shift Verification and Shift Reports. For each completed Shift scheduled through the HURO Platform, HURO may maintain records identifying the Shift or Job ID, Clinician, applicable Charges, start time, end time, break time, time away from the Shift, and total hours worked.

The Facility and Clinician are responsible for submitting accurate time and service information through the Shift Report. HURO will make the Shift Report available to the Facility after it is submitted by the Clinician. The Facility must review and dispute any inaccurate information within 48 business hours. If the Facility does not review or dispute the Shift Report within that period, the report may be automatically verified and deemed accepted by the Facility as complete and accurate.

8.3. Review of Clinician Credentials. The Facility is solely responsible for reviewing and approving each Clinician before allowing the Clinician to provide professional healthcare services. This responsibility includes reviewing the Clinician's:

• (a) Professional licenses, certifications, and registrations;
• (b) Education, training, experience, and clinical qualifications;
• (c) Background-screening and registry-search results;
• (d) Drug-screening and vaccination documentation;
• (e) Disciplinary history and professional restrictions; and
• (f) Other credentials or documentation available through the HURO Platform.

HURO may require Clinicians to submit proof of applicable licensure, certification, or registration before requesting Shifts. However, the Facility remains responsible for determining whether a Clinician satisfies its standards, policies, competency requirements, scope-of-practice requirements, and all applicable legal and regulatory requirements.

To the extent permitted by law, the Facility agrees to indemnify and hold HURO harmless from claims, damages, liabilities, losses, or expenses arising from the Facility's selection, approval, engagement, supervision, or use of a Clinician. This obligation survives the termination of this Agreement.

Clinician information made available through the Platform may be used only for the Facility's internal credentialing, compliance, staffing, and engagement decisions. Unless disclosure is required by law, the Facility may not disclose such information to unauthorized employees or third parties and must limit internal access to individuals with a legitimate business or legal need to review it.

8.4. Clinician Profiles. HURO may display credentialing, screening, qualification, and professional information on a Clinician's profile, including information described in Sections 7.5 and 7.6. The Facility must independently review and verify all information it considers necessary before engaging a Clinician.

8.5. Facility Safety and Responsibility. The Facility is responsible for maintaining all records, instructions, policies, procedures, manuals, forms, equipment, and other resources necessary for Clinicians to perform professional healthcare services safely and effectively.

The Facility represents, warrants, and agrees that:

• (a) Its premises, operations, services, policies, and employees comply with applicable federal, state, and local laws, regulations, ordinances, codes, and professional standards;
• (b) It will maintain a reasonably safe environment and provide each Clinician with any orientation, training, access, supervision, instructions, protective equipment, and Facility-specific information necessary for the applicable Shift;
• (c) HURO does not direct, supervise, or control the healthcare services provided by a Clinician;
• (d) The Facility is responsible for confirming that each Clinician meets its professional, clinical, credentialing, competency, and legal requirements; and
• (e) The Facility will ensure that Clinicians provide services in an appropriate setting and in accordance with applicable laws, professional standards, and Facility policies.

By accepting a Clinician for a Shift, the Facility assumes responsibility for its decision to engage that Clinician and for the healthcare services performed within its operations. Unexpected incidents, clinical errors, occupational hazards, patient-safety concerns, or suspected misconduct may be reported to HURO, the Facility's administration, applicable licensing boards, law-enforcement authorities, or other appropriate government or regulatory agencies.

8.6. Clinician Independent-Contractor Status. The Facility acknowledges that Clinicians use the HURO Platform as independent contractors and are not employees of HURO. A Facility's decision to engage a Clinician is voluntary and creates no employment, agency, partnership, or joint-venture relationship between HURO and the Clinician or between HURO and the Facility.

8.7. Requests for a Different Department or Unit. If the Facility asks a Clinician to work in a department or unit different from the one identified in the Shift posting, the Clinician may accept or refuse the request without penalty from HURO.

Before making such a request, the Facility must independently determine whether the Clinician possesses the appropriate qualifications, competency, credentials, and lawful scope of practice. The Facility assumes responsibility for the request and must comply with the applicable Nurse Practice Act, licensing requirements, workplace-safety standards, and other laws intended to protect patients and healthcare professionals.

8.8. Facility-Set Rates, Flex Shifts Subscriptions, Charges, and Invoicing.

Facility-Set Billable Rates

Each Facility has the sole authority and responsibility to establish the billable rate it offers for each Shift posted through the HURO Platform ("Facility-Set Rate"). HURO does not establish, recommend, negotiate, increase, decrease, or otherwise control the Facility-Set Rate.

The Facility-Set Rate will be displayed in the applicable Shift posting before a Clinician requests or accepts the Shift. By posting a Shift, the Facility confirms that it has independently selected and approved the displayed rate. By accepting the Shift, the Clinician voluntarily agrees to provide the requested professional services at that rate.

The Facility is solely responsible for ensuring that its offered rates:

• (a) Are accurate and clearly stated in the Shift posting;
• (b) Comply with applicable federal, state, and local laws;
• (c) Reflect any applicable overtime, holiday, premium, or special assignment compensation offered by the Facility; and
• (d) Are paid for all properly verified hours worked by the Clinician.

HURO's role is limited to providing the technology through which Facilities post their rates, Clinicians review and accept Shifts, Shift Reports are submitted, and payments are processed. HURO does not guarantee that a Clinician will request or accept a Shift at the rate selected by the Facility.

Once a Clinician accepts a Shift, the Facility may not reduce the accepted rate for hours properly worked unless the Clinician agrees to the change or a correction is required because of an error in the original posting. Any HURO subscription, transaction, cancellation, late-payment, or other Platform fee is separate from the Facility-Set Rate and does not give HURO control over the rate offered by the Facility.

Charges

Use of the HURO Platform may result in fees and other amounts owed by the Facility, collectively referred to as "Charges." Depending on the services selected, Charges may include:

• (a) The Facility-Set Rate for verified hours worked by a Clinician;
• (b) A Flex Shifts subscription fee;
• (c) A Flex Shifts transaction fee;
• (d) A Job Board subscription fee;
• (e) A Facility invoice transaction fee;
• (f) Cancellation, late-payment, collection, or other applicable fees; and
• (g) Taxes or other amounts required by law.

Flex Shifts Subscription

A Facility may activate or deactivate its Flex Shifts subscription at any time. Deactivation applies only to future activity and does not eliminate Charges arising from Shifts posted, accepted, started, or completed before deactivation.

Once the subscription is active and at least one applicable Shift is completed during a monthly billing period, the Facility will be charged a subscription fee based on the total number of applicable completed Shifts during that billing period:

• 1 to 25 completed Shifts: $200 per month
• 26 to 50 completed Shifts: $500 per month
• 51 to 100 completed Shifts: $750 per month
• More than 100 completed Shifts: $1,000 per month

In addition to the monthly subscription fee, the Facility will be charged a transaction fee of $0.50 for every verified hour worked by a Clinician through the Flex Shifts service.

The subscription and transaction fees are separate from the Facility-Set Rate and do not reduce the compensation owed to the Clinician. Unless otherwise stated in a separate written agreement, the Facility is responsible for the Facility-Set Rate, applicable subscription fee, transaction fees, and all other Charges incurred through its account.

HURO may offer alternative subscription pricing through a separate written agreement or pricing schedule accepted by the Facility. Any accepted alternative pricing will control over the standard pricing stated above.

Job Board Subscription

A Facility may activate or deactivate a HURO Job Board subscription at any time. The subscription costs $100 per month and provides access to the Job Board, where the Facility may post employment opportunities for full-time staff.

While the subscription is active, the Facility may publish an unlimited number of Job Board postings. Deactivation applies prospectively and does not eliminate any subscription fee or other Charge incurred before deactivation. The Job Board subscription fee is separate from Flex Shifts subscription fees, transaction fees, Facility-Set Rates, and all other Charges.

Holiday, Overtime, and Premium Rates

The Facility is responsible for deciding whether to offer an increased rate for holidays, overtime hours, urgent Shifts, specialized units, or other premium assignments. HURO does not automatically establish or control these rates.

Any increased rate offered by the Facility must be clearly displayed or communicated through the Platform and must comply with applicable law. Unless otherwise stated, an increased Facility-Set Rate does not change HURO's monthly subscription fee or the $0.50-per-hour transaction fee.

Invoicing and Payments

The Facility is responsible for reviewing the Facility-Set Rate and all applicable fees before posting a Shift. By posting a Shift, the Facility accepts the displayed rate and agrees to pay all Charges incurred through its account.

HURO will issue invoices to the Facility on a weekly basis and may combine multiple Charges into a single invoice or transaction. The Facility will have three (3) business days after receiving an invoice to approve the invoice or submit a written dispute identifying the specific Charges being disputed and the reason for the dispute. If the Facility does not submit a dispute within this period, the invoice will be considered accepted, accurate, and undisputed to the fullest extent permitted by applicable law.

The Facility must pay the invoice in full within seven (7) business days after the three-business-day review period expires. A timely dispute does not relieve the Facility of its obligation to pay all undisputed Charges by the applicable payment deadline. Any disputed Charges determined to be valid will be due within seven (7) business days after the dispute is resolved.

If an invoice remains unpaid for three (3) business days after the applicable payment deadline, HURO will suspend the Facility's account and cancel all Shifts scheduled through the Platform. The account will remain suspended, and the Facility will not be permitted to post or schedule additional Shifts, until HURO receives full payment of all past-due amounts.

Payments may be processed through an authorized third-party payment processor. HURO may change payment processors without prior notice. Cash payments are prohibited. Payment of all applicable Charges to HURO satisfies the Facility's payment obligation for the corresponding Shifts and HURO Platform services.

8.9. Late Payments and Collection Costs. If any invoiced Charge is not paid by its due date, HURO may assess a late charge equal to the lesser of 1.5% per month on the unpaid balance, accrued daily, or the maximum amount permitted by law.

The Facility must reimburse HURO for reasonable expenses incurred in collecting past-due amounts, including attorneys' fees, collection-agency fees, filing fees, court costs, service costs, and other collection expenses, whether the matter is resolved through negotiation, settlement, mediation, arbitration, or litigation.

If HURO refers an unpaid account to a third-party collection agency, the Facility may be charged a collection fee equal to the lesser of the actual amount charged by the collection agency or 33.3% of the total unpaid balance, including accrued interest, at the time of referral. Interest may continue to accrue until the account is paid in full, subject to applicable law.

HURO's decision not to assess a late fee on one occasion does not waive its right to impose a late fee on that balance or on future past-due amounts.

8.10. Facility Shift Cancellations. HURO may establish, revise, and enforce reasonable cancellation policies intended to protect Clinicians, Facilities, and the operation of the Platform. These policies may include the following Charges:

• (a) If the Facility cancels a Shift within 12 hours before its scheduled start time, the Facility may be charged a cancellation fee, a portion of which may be paid to the affected Clinician after deduction of applicable HURO fees; and
• (b) If the Facility cancels a Shift after its scheduled start time, the Facility will be responsible for the Clinician Fee covering all time actually worked, applicable HURO fees, and up to 50% of the remaining scheduled Shift hours.

A Flex Shifts transaction fee will apply to hours actually worked. Whether a cancelled or partially completed Shift counts toward the monthly subscription tier will be determined by the applicable subscription pricing policy displayed or accepted by the Facility.

HURO may update its cancellation policies by posting revised terms or providing notice through the Platform.

8.11. Facility Insurance. The Facility must maintain commercially reasonable insurance coverage appropriate for its operations and professional services, including general liability, property-damage, workers' compensation, and professional liability or medical-malpractice insurance as applicable. The Facility must provide proof of coverage upon HURO's reasonable written request.

8.12. Nondiscrimination. The Facility may not discriminate against a Clinician or other Platform user based on race, color, ethnicity, sex, pregnancy, gender, gender identity, sexual orientation, age, religion, national origin, disability, veteran status, or any other characteristic protected by federal, state, or local law.

8.13. Facility Disclaimer. In addition to the disclaimers contained in Section 10, HURO disclaims responsibility and liability, to the fullest extent permitted by law, for:

• (a) A Clinician's actions or omissions, including negligence, misconduct, or other wrongful conduct; and
• (b) A Clinician's qualifications, fitness, competency, or suitability to provide the healthcare services requested by the Facility.

The Facility remains responsible for independently evaluating and approving every Clinician it chooses to engage.

9. Term and Termination

9.1. Effective Date and Duration. This Agreement becomes effective when you create a HURO account, accept these Terms, or first access or use the HURO Platform, whichever occurs first. It will remain in effect until terminated in accordance with this Section.

Either Party may terminate this Agreement by providing the other Party with at least 15 days' written notice. The Parties may also terminate the Agreement at any time through a mutual written agreement. If either Party materially breaches this Agreement, the non-breaching Party may terminate the Agreement immediately by providing notice to the breaching Party.

To the fullest extent permitted by law, HURO will not be liable for losses, damages, or expenses arising solely from HURO's lawful termination of this Agreement or your Platform access.

Upon the effective date of termination:

• (a) Your authorization to access or use the HURO Platform will immediately end;
• (b) HURO may disable your account and discontinue providing Platform services;
• (c) You must stop accessing and using the Platform;
• (d) Any active Flex Shifts subscription will be deactivated prospectively; and
• (e) All Charges and payment obligations incurred before termination will remain due and enforceable.

Termination or deactivation does not eliminate responsibility for Facility-Set Rates, Clinician Fees, subscription fees, transaction fees, cancellation fees, late fees, or other Charges arising from Shifts posted, accepted, started, or completed before the effective termination date.

To the extent authorized by you and permitted by law, you authorize HURO to charge the payment method associated with your account for any unpaid amounts owed at termination. HURO is not required to provide additional notice before processing previously authorized Charges.

You are responsible for reasonable expenses HURO incurs while collecting unpaid amounts, including collection fees, court costs, filing fees, service expenses, disbursements, and reasonable attorneys' fees, as further provided in this Agreement and to the extent permitted by law.

Any provisions concerning accrued payment obligations, intellectual property, confidentiality, indemnification, limitations of liability, dispute resolution, and other provisions that by their nature should continue after termination will survive the termination of this Agreement.

10. Limitation of Liability and Assumption of Risk

10.1. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HURO AND ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, SUBSIDIARIES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, AND LICENSORS, COLLECTIVELY REFERRED TO AS THE "HURO PARTIES," WILL NOT BE RESPONSIBLE OR LIABLE FOR:

• (A) DAMAGE TO, LOSS OF, OR THE INTRODUCTION OF VIRUSES, MALWARE, OR OTHER HARMFUL CODE INTO YOUR COMPUTER, MOBILE DEVICE, NETWORK, EQUIPMENT, DATA, OR OTHER PROPERTY ARISING FROM YOUR ACCESS TO OR USE OF THE HURO PLATFORM OR YOUR DOWNLOADING OF PLATFORM CONTENT;
• (B) ANY INJURY, ILLNESS, DEATH, PROPERTY DAMAGE, LOSS, CLAIM, ACCIDENT, DELAY, INTERRUPTION, OR ACT OF GOD; OR
• (C) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOST DATA, LOSS OF BUSINESS, OR LOSS OF OPPORTUNITY, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR ANOTHER LEGAL THEORY, ARISING OUT OF OR RELATING TO:

• (I) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE HURO PLATFORM OR ITS CONTENT;
• (II) AN UNSAFE, HAZARDOUS, INFECTIOUS, OR OTHERWISE UNSUITABLE FACILITY, WORKPLACE, OR ENVIRONMENTAL CONDITION;
• (III) THE PERFORMANCE, DELAY, INTERRUPTION, OR NONPERFORMANCE OF THE HURO PLATFORM OR ANY RELATED SERVICE;
• (IV) THE PERFORMANCE, ACCEPTANCE, SUPERVISION, OR FAILURE TO PERFORM PROFESSIONAL HEALTHCARE SERVICES BY A CLINICIAN;
• (V) A FACILITY'S SELECTION, ENGAGEMENT, SUPERVISION, OR USE OF A CLINICIAN; OR
• (VI) THE CONDUCT, ACTS, ERRORS, OMISSIONS, NEGLIGENCE, MISCONDUCT, OR FAILURE OF A FACILITY, CLINICIAN, PAYMENT PROCESSOR, SCREENING PROVIDER, OR OTHER THIRD PARTY.

THESE LIMITATIONS APPLY EVEN IF A HURO PARTY WAS ADVISED OF OR COULD HAVE REASONABLY FORESEEN THE POSSIBILITY OF SUCH DAMAGES.

10.2. MAXIMUM AGGREGATE LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF ALL HURO PARTIES FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, A SHIFT, OR HURO'S SERVICES WILL NOT EXCEED:

• (A) FOR A FACILITY, THE TOTAL SUBSCRIPTION, TRANSACTION, AND OTHER PLATFORM OR SERVICE FEES ACTUALLY PAID BY THAT FACILITY TO HURO DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, EXCLUDING COMPENSATION PAID OR PAYABLE TO CLINICIANS; OR
• (B) FOR A CLINICIAN, THE TOTAL CLINICIAN FEES PAID TO THAT CLINICIAN THROUGH THE HURO PLATFORM DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THIS LIMIT APPLIES COLLECTIVELY TO ALL CLAIMS, EVENTS, DAMAGES, AND LEGAL THEORIES.

10.3. ASSUMPTION OF RISK. YOU UNDERSTAND THAT REQUESTING, ACCEPTING, OR PERFORMING A SHIFT, OR ALLOWING A CLINICIAN TO ENTER A FACILITY AND PROVIDE PROFESSIONAL HEALTHCARE SERVICES, MAY INVOLVE KNOWN AND UNKNOWN RISKS. THESE RISKS MAY INCLUDE:

• (A) PHYSICAL OR EMOTIONAL INJURY TO YOU OR ANOTHER PERSON;
• (B) EXPOSURE TO INFECTIOUS OR COMMUNICABLE DISEASES, INCLUDING MRSA, INFLUENZA, COVID-19, AND OTHER ILLNESSES;
• (C) UNSAFE WORKING CONDITIONS OR OCCUPATIONAL HAZARDS;
• (D) DAMAGE TO OR LOSS OF PERSONAL OR FACILITY PROPERTY;
• (E) ERRORS, OMISSIONS, MISCONDUCT, OR PROFESSIONAL NEGLIGENCE; AND
• (F) SERIOUS INJURY, PERMANENT DISABILITY, OR DEATH.

YOU VOLUNTARILY CHOOSE TO PARTICIPATE IN OR ENGAGE CLINICIANS FOR SHIFTS WITH KNOWLEDGE OF THESE RISKS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU KNOWINGLY AND VOLUNTARILY ACCEPT AND ASSUME ALL RISKS ARISING FROM THE PERFORMANCE OR RECEIPT OF PROFESSIONAL HEALTHCARE SERVICES THAT ARE NOT DIRECTLY CAUSED BY HURO.

10.4. RELEASE OF CLAIMS AND LEGAL EXCEPTIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU RELEASE AND WAIVE CLAIMS AGAINST THE HURO PARTIES ARISING FROM THE RISKS, THIRD-PARTY CONDUCT, SERVICES, AND CIRCUMSTANCES DESCRIBED IN THIS SECTION.

NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED, LIMITED, RELEASED, OR WAIVED. IF APPLICABLE LAW DOES NOT ALLOW A PARTICULAR EXCLUSION OR LIMITATION, THAT EXCLUSION OR LIMITATION WILL APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND THE REMAINING PROVISIONS WILL CONTINUE IN EFFECT.

11. Indemnification

11.1. Indemnification Obligations. Each Clinician and Facility agrees to indemnify, defend, and hold harmless HURO, its affiliates, successors, assigns, officers, directors, partners, managers, employees, shareholders, members, contractors, attorneys, accountants, representatives, agents, and service providers, collectively referred to as the "HURO Indemnified Parties," from and against all claims, demands, investigations, actions, proceedings, judgments, settlements, debts, obligations, liabilities, damages, fines, penalties, taxes, interest, deficiencies, losses, costs, and expenses.

These amounts include reasonable attorneys' fees, accounting and expert fees, investigation expenses, court costs, settlement payments, collection costs, and expenses incurred in enforcing this Section, collectively referred to as "Losses."

This obligation applies to Losses arising out of or relating to:

• (a) Any fraud, false statement, misrepresentation, or breach of this Agreement by the Clinician or Facility, including a breach of any representation or warranty;
• (b) Any negligent, reckless, intentionally wrongful, fraudulent, or willful act or omission by the Clinician or Facility;
• (c) Any failure by the Clinician or Facility to fulfill its duties or obligations under this Agreement or comply with applicable laws, regulations, professional standards, licensing requirements, or Facility policies;
• (d) The Clinician's or Facility's access to, use of, or misuse of the HURO Platform or its services;
• (e) Professional healthcare services performed, requested, accepted, supervised, or received by the Clinician or Facility; or
• (f) Any infringement, violation, or misappropriation of another person's privacy, intellectual-property, contractual, employment, or other legal rights by the Clinician or Facility.

11.2. Defense and Settlement. HURO will provide reasonable notice of a claim for which it seeks indemnification. The Clinician or Facility responsible for indemnification must reasonably cooperate with HURO and may not settle a claim in a manner that imposes liability, obligations, restrictions, or an admission of wrongdoing upon a HURO Indemnified Party without HURO's prior written consent.

HURO may participate in or assume control of the defense using counsel of its choice. Failure to provide immediate notice will not eliminate an indemnification obligation unless the delay materially prejudices the defense of the claim.

11.3. Survival. The duties established in this Section will survive the suspension or termination of an account, the termination of this Agreement, and the cessation of Platform use.

12. Restricted Activities and Unauthorized Platform Uses

12.1. General Restrictions. You may use the HURO Platform only for the purposes expressly authorized by this Agreement. You may not directly or indirectly attempt, authorize, assist, encourage, permit, coordinate with, or enable another person or organization to engage in any prohibited activity described in this Section.

You may not use the Platform in a manner that violates this Agreement, applicable law, another person's legal rights, or HURO's rights. You also may not use the Platform in a way that damages, disrupts, overburdens, or adversely affects HURO, its operations, reputation, Intellectual Property, Confidential Information, users, or service providers.

12.2. Unauthorized Access and Data Collection. You may not:

• (a) Allow another person to access the Platform through your account or provide Platform access to anyone who is not an authorized registered user;
• (b) Access or attempt to access another user's account, profile, communications, records, credentials, or information without proper authorization;
• (c) Use a robot, bot, spider, crawler, scraper, script, automated interface, data-mining tool, or other technical method not expressly authorized by HURO to access the Platform or collect, extract, copy, monitor, or use Platform data;
• (d) Collect, store, disclose, sell, or otherwise use another person's personal, professional, financial, health, credentialing, or contact information for an unauthorized or unlawful purpose; or
• (e) Circumvent authentication procedures, access restrictions, security controls, usage limits, or other measures intended to protect the Platform or its users.

12.3. Technical Restrictions. You may not:

• (a) Reverse engineer, decompile, disassemble, decode, modify, translate, or attempt to discover the source code, object code, algorithms, structure, or underlying components of the HURO Platform;
• (b) Copy, reproduce, mirror, frame, modify, distribute, license, sell, or create derivative works from the Platform or its content without HURO's prior written authorization;
• (c) Introduce or distribute viruses, malware, ransomware, malicious code, corrupted files, or other technology intended to damage, interrupt, monitor, or gain unauthorized access to a device, network, system, account, or the Platform;
• (d) Take any action that creates an unreasonable or excessive burden on HURO's infrastructure or interferes with the security, performance, availability, or ordinary operation of the Platform; or
• (e) Remove, conceal, alter, or modify a copyright notice, trademark, proprietary marking, access restriction, or other notice displayed through the Platform.

12.4. Misrepresentation and False Affiliation. You may not:

• (a) Impersonate another person or organization;
• (b) Misrepresent your identity, age, authority, credentials, qualifications, professional status, employment, affiliation, or relationship with another person or entity;
• (c) Submit fraudulent, fabricated, altered, misleading, incomplete, or unauthorized documents or information;
• (d) Represent or imply that HURO sponsors, employs, endorses, partners with, or is affiliated with you or your content unless HURO has expressly authorized that representation in writing; or
• (e) Frame, link to, reproduce, or present any portion of the Platform in a manner that falsely suggests HURO's approval, sponsorship, or endorsement.

12.5. Unlawful, Harmful, or Abusive Conduct. You may not use the Platform to:

• (a) Harass, intimidate, stalk, abuse, exploit, threaten, or harm another person;
• (b) Violate another person's privacy, publicity, contractual, employment, intellectual-property, or other legal rights;
• (c) Commit, promote, facilitate, or conceal fraud, identity theft, forgery, or another deceptive or unlawful activity;
• (d) Establish, promote, or participate in unlawful gambling, sweepstakes, contests, pyramid schemes, or similar activities;
• (e) Publish, upload, transmit, or distribute unlawful, obscene, defamatory, fraudulent, threatening, or intentionally harmful material;
• (f) Promote or incite violence, hatred, harassment, or unlawful discrimination against an individual or group;
• (g) Obtain or disclose information about another person through unlawful or deceptive means; or
• (h) Engage in any activity prohibited by federal, state, or local law.

12.6. Enforcement. HURO may investigate suspected violations of this Section and may restrict, suspend, or terminate Platform access when HURO reasonably believes a violation has occurred. HURO may also preserve or disclose relevant information when required by law or reasonably necessary to protect the Platform, its users, patients, Facilities, Clinicians, or the rights and safety of others.

13. Disclaimers

13.1. WARRANTY DISCLAIMER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE HURO PLATFORM AND ALL CONTENT, INFORMATION, FEATURES, MATERIALS, AND SERVICES AVAILABLE THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND.

HURO EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, RELIABILITY, QUALITY, AVAILABILITY, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, HURO DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT:

• (A) THE PLATFORM WILL MEET YOUR NEEDS, EXPECTATIONS, OR REQUIREMENTS;
• (B) ACCESS TO THE PLATFORM WILL BE CONTINUOUS, TIMELY, SECURE, AVAILABLE, OR FREE FROM ERRORS, INTERRUPTIONS, OR TECHNICAL FAILURES;
• (C) PLATFORM CONTENT, SHIFT POSTINGS, USER PROFILES, CREDENTIALS, RECORDS, OR OTHER INFORMATION WILL BE CURRENT, COMPLETE, COMPREHENSIVE, ACCURATE, RELIABLE, OR SUITABLE FOR YOUR PARTICULAR CIRCUMSTANCES;
• (D) INFORMATION OBTAINED THROUGH THE PLATFORM OR ITS RELATED SERVICES WILL BE ACCURATE, COMPLETE, OR FREE FROM OMISSIONS;
• (E) ANY CLINICIAN, FACILITY, SHIFT, PRODUCT, SERVICE, INFORMATION, OR OTHER MATERIAL AVAILABLE THROUGH THE PLATFORM WILL SATISFY YOUR EXPECTATIONS OR REQUIREMENTS;
• (F) PLATFORM DEFECTS, ERRORS, OR INTERRUPTIONS WILL BE IDENTIFIED OR CORRECTED; OR
• (G) THE PLATFORM, ITS SERVERS, DOWNLOADS, COMMUNICATIONS, OR RELATED SERVICES WILL BE FREE FROM VIRUSES, MALWARE, HARMFUL CODE, OR OTHER DAMAGING COMPONENTS.

13.2. User and Third-Party Information. HURO IS NOT RESPONSIBLE FOR INFORMATION, CONTENT, DOCUMENTATION, CREDENTIALS, SHIFT DETAILS, OR MATERIALS SUBMITTED, POSTED, DISPLAYED, SHARED, OR OTHERWISE PROVIDED BY A CLINICIAN, FACILITY, SERVICE PROVIDER, OR OTHER THIRD PARTY.

YOU ARE RESPONSIBLE FOR INDEPENDENTLY REVIEWING AND VERIFYING ALL INFORMATION NECESSARY BEFORE REQUESTING, ACCEPTING, POSTING, OR PERFORMING A SHIFT OR ENGAGING A CLINICIAN.

13.3. Connectivity and Availability. HURO DISCLAIMS RESPONSIBILITY FOR INTERNET FAILURES, WIRELESS-NETWORK INTERRUPTIONS, DEVICE MALFUNCTIONS, THIRD-PARTY SERVICE FAILURES, PAYMENT-PROCESSOR INTERRUPTIONS, LOCATION-SERVICE ERRORS, OR OTHER CONNECTIVITY OR AVAILABILITY PROBLEMS OUTSIDE HURO'S REASONABLE CONTROL.

13.4. Legal Limitations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IF AN EXCLUSION IN THIS SECTION IS NOT PERMITTED BY APPLICABLE LAW, IT WILL APPLY ONLY TO THE MAXIMUM EXTENT LEGALLY ALLOWED. ALL WARRANTIES THAT CANNOT LAWFULLY BE EXCLUDED WILL REMAIN IN EFFECT SOLELY TO THE EXTENT REQUIRED BY LAW.

14. Force Majeure

14.1. Events Beyond a Party's Control. A Party will not be liable for a failure or delay in performing an obligation under this Agreement when, and only to the extent that, the failure or delay is caused by an event beyond that Party's reasonable control.

A force-majeure event may include:

• (a) Natural disasters, severe weather, fires, floods, earthquakes, or other acts of God;
• (b) Accidents, explosions, infrastructure failures, or widespread utility interruptions;
• (c) War, invasion, terrorism, riots, insurrection, civil unrest, or other public disturbances;
• (d) Strikes, labor disputes, embargoes, quarantines, or transportation interruptions;
• (e) Epidemics, pandemics, including COVID-19, communicable-disease outbreaks, or public-health emergencies;
• (f) Governmental actions, orders, restrictions, failures, or omissions;
• (g) Changes in applicable laws or regulations; or
• (h) Internet, telecommunications, hosting, cloud-service, or other critical third-party system failures beyond the affected Party's reasonable control.

14.2. Events Not Covered. Force majeure does not include financial hardship, lack of funds, inability to earn or maintain a profit, changes in market prices or economic conditions, changes in demand, or another circumstance arising from a Party's financial inability to perform its obligations.

Unless performance is directly prevented by the force-majeure event, this Section does not excuse the payment of amounts that became due before or during the event.

14.3. Notice and Mitigation. The affected Party must provide reasonable notice of the force-majeure event when practical and use commercially reasonable efforts to avoid, reduce, or overcome its effects. The affected Party must resume performance as soon as reasonably possible after the event no longer prevents performance.

15. Mediation and Arbitration

15.1. Important Notice and Agreement to Individual Arbitration. Please read this Section carefully. It affects your legal rights. Except for the limited exceptions stated below, HURO and each Clinician or Facility agree that disputes between them will be resolved through final and binding arbitration before one neutral arbitrator rather than through a judge or jury.

HURO and you waive the right to a jury trial and agree that covered claims may be brought only on an individual basis, not as part of a class, collective, consolidated, group, or representative action, except where applicable law prohibits such a waiver.

15.2. Mutual Agreement to Arbitrate. This Arbitration Agreement is between HURO and you, whether you participate as a Clinician or Facility. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Arbitration Agreement to the fullest extent applicable.

The mutual promises by HURO and you to arbitrate covered disputes constitute consideration for this Arbitration Agreement. Except as expressly provided below, covered disputes will be decided by one neutral arbitrator through final and binding arbitration and not through a court or jury trial.

This Arbitration Agreement does not require arbitration of disputes solely between a Clinician and Facility unless HURO is also a party to the dispute or another applicable agreement requires arbitration.

15.3. Claims Covered by This Arbitration Agreement. This Arbitration Agreement is intended to apply as broadly as legally permitted. Except for claims expressly excluded below, it covers all past, present, and future disputes between you and HURO arising out of or relating to:

• (a) This Agreement or any prior version of it;
• (b) Your HURO account or use of the HURO Platform;
• (c) The posting, requesting, acceptance, performance, cancellation, or payment of a Shift;
• (d) Facility-Set Rates, Clinician Fees, subscription fees, transaction fees, and other Charges;
• (e) Your relationship or alleged relationship with HURO;
• (f) Your classification or alleged misclassification as an independent contractor, employee, agent, partner, or other worker;
• (g) Background checks, consumer reports, identity verification, credentials, licenses, screening results, or professional qualifications;
• (h) Privacy, data security, communications, intellectual property, confidentiality, or Platform access;
• (i) The suspension or termination of an account or this Agreement; and
• (j) Any other act or omission by you, HURO, or a HURO-related party.

Covered disputes include claims based on contract, tort, negligence, fraud, misrepresentation, defamation, retaliation, discrimination, harassment, whistleblowing, privacy, consumer reporting, trade secrets, unfair competition, wages, overtime, minimum wages, meal or rest periods, benefits, termination, fiduciary duties, statutory rights, equitable rights, or any federal, state, or local law, whether or not that law is ultimately determined to apply to the relationship.

This Arbitration Agreement also applies to covered claims involving HURO's current or former affiliates, subsidiaries, parents, successors, assigns, officers, directors, members, shareholders, employees, agents, contractors, service providers, benefit plans, plan administrators, and representatives. Each such person or entity may enforce this Arbitration Agreement as an intended third-party beneficiary.

15.4. Authority to Decide Arbitrability. Except as specifically stated below, the arbitrator has exclusive authority to decide disputes regarding the interpretation, scope, applicability, validity, enforceability, or waiver of this Arbitration Agreement, including an assertion that all or part of it is void or voidable.

A court of competent jurisdiction, rather than the arbitrator, will decide:

• (a) Whether the Parties formed an agreement to arbitrate;
• (b) Whether the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act applies;
• (c) Whether the Class and Collective Action Waiver is enforceable;
• (d) Whether the PAGA provisions in Section 15.13 are enforceable; and
• (e) Whether a claim is expressly excluded from arbitration under Section 15.5.

15.5. Claims Excluded from Mandatory Arbitration. This Arbitration Agreement does not require arbitration of:

• (a) Claims for workers' compensation, unemployment insurance, or state disability benefits, although discrimination or retaliation claims relating to the pursuit of those benefits may remain subject to arbitration;
• (b) Claims for benefits that must be resolved through the procedures of an employee-benefit plan governed by the Employee Retirement Income Security Act;
• (c) A dispute that applicable federal law expressly prohibits from being subject to a predispute arbitration agreement;
• (d) A sexual-assault or sexual-harassment dispute for which the person asserting the claim has a legal right to elect court proceedings under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act;
• (e) An individual claim eligible to be filed and maintained in small-claims court, provided it remains an individual small-claims matter;
• (f) A claim by HURO or a Facility concerning the collection or recovery of unpaid Charges or other amounts owed to HURO, which may be filed in a court of competent jurisdiction;
• (g) A request for temporary or preliminary injunctive relief when necessary to prevent immediate and irreparable harm or preserve the effectiveness of a potential arbitration award; or
• (h) Any other dispute that applicable law prohibits from being arbitrated.

Unless applicable law requires a different location, a claim excluded from arbitration must be brought exclusively in the appropriate state or federal court located in Salt Lake County, Utah. Each Party consents to the personal jurisdiction and venue of those courts.

When a case includes both arbitrable and nonarbitrable claims, the arbitrable claims must proceed in arbitration. The court action involving nonarbitrable claims may be stayed while arbitration is pending to the extent permitted by law.

15.6. Government Reports and Administrative Proceedings. Nothing in this Arbitration Agreement prevents you from reporting suspected unlawful conduct or filing a charge, complaint, or claim with a government agency, including the Equal Employment Opportunity Commission, U.S. Department of Labor, National Labor Relations Board, Occupational Safety and Health Administration, Securities and Exchange Commission, law-enforcement agencies, licensing boards, or comparable state and local agencies.

This Arbitration Agreement does not prevent a government agency from investigating a report or exercising any enforcement authority available to it. You may complete any administrative process required by law before pursuing a covered claim in arbitration. HURO will not retaliate against you for lawfully reporting misconduct, participating in an investigation, filing an administrative charge, or exercising protected legal rights.

Nothing in this Agreement prohibits you from reporting or discussing discrimination, harassment, retaliation, sexual assault, sexual harassment, abuse, or other conduct that applicable law protects your right to report or disclose.

15.7. Notice of Dispute and Informal Resolution Process. Before initiating arbitration, the Party asserting a claim must deliver a personally signed written Notice of Dispute to the other Party within the applicable statute of limitations.

A Notice of Dispute must include:

• (a) The name and contact information of the Party asserting the claim;
• (b) The account information reasonably necessary to identify the relevant HURO account;
• (c) A description of each claim and the material facts supporting it;
• (d) The amount or other relief requested; and
• (e) The personal signature of the Clinician, an authorized Facility representative, or an authorized HURO representative asserting the claim.

Notices to HURO must be delivered to:
HURO Legal Department
6304 S Margray Dr, Taylorsville, Utah 84129
thehuro@gmail.com

HURO may send a Notice of Dispute to the most recent mailing address or email address associated with your account.

After proper notice is delivered, the Parties must participate in a 30-day informal-resolution period before filing arbitration. During this period, either Party may request an Informal Settlement Conference by telephone or videoconference. The Clinician, an authorized Facility representative, and an authorized HURO representative, as applicable, must personally participate. Attorneys may also participate.

The Parties may extend the informal-resolution period through a written agreement. Applicable limitation periods will be tolled during the mandatory informal-resolution period to the extent permitted by law. This process does not prevent a Party from seeking emergency or temporary injunctive relief when legally appropriate.

The Parties may also agree to participate in nonbinding mediation. Mediation is voluntary unless a separate written agreement makes it mandatory.

15.8. Arbitration Administrator and Applicable Rules. If the Parties do not resolve the dispute informally, either Party may initiate arbitration with the American Arbitration Association ("AAA").

Unless the Parties agree otherwise:

• (a) A work-related dispute involving a Clinician will be administered under the AAA Employment/Workplace Arbitration Rules and Mediation Procedures then in effect, including the applicable fee schedule;
• (b) A business or commercial dispute involving a Facility will be administered under the AAA Commercial Arbitration Rules and Mediation Procedures then in effect; and
• (c) Any applicable AAA supplementary rules, including mass-arbitration procedures, will apply when their requirements are satisfied.

The applicable AAA rules are incorporated into this Agreement by reference. If a conflict exists between an applicable AAA rule and this Arbitration Agreement, this Arbitration Agreement will govern unless the conflicting AAA rule or applicable law cannot legally be waived.

If the AAA declines or is unable to administer the arbitration, the Parties will attempt to select another recognized arbitration administrator. If they cannot agree, either Party may ask a court with jurisdiction to appoint a neutral arbitrator under the Federal Arbitration Act.

15.9. Selection and Qualifications of the Arbitrator. The arbitration will be heard by one neutral arbitrator selected in accordance with the applicable AAA rules. Unless the Parties agree otherwise, the arbitrator must be:

• (a) An attorney in good standing with substantial arbitration or litigation experience; or
• (b) A retired state or federal judge.

The arbitrator must disclose any circumstances that could reasonably raise questions about impartiality or independence.

For Clinician disputes, the arbitration will take place by videoconference or in or near the city and state where the Clinician resides, currently performs services, or last performed services through the Platform, as determined under applicable law. For Facility disputes, arbitration will take place by videoconference or in Salt Lake County, Utah. The Parties may agree in writing to another location or format.

15.10. Discovery, Hearings, and Award. Unless the arbitrator determines that additional discovery is reasonably necessary, each Party may:

• (a) Take depositions of up to two fact witnesses;
• (b) Depose any expert witness designated by another Party;
• (c) Serve up to 25 requests for the production of documents;
• (d) Serve up to five interrogatories; and
• (e) Request subpoenas for relevant witnesses and documents as permitted by applicable law.

The Parties may agree to additional discovery. The arbitrator has authority to allow, limit, or deny additional discovery after considering the amount in controversy, complexity of the dispute, burden, cost, and need for a fair opportunity to present the case.

Either Party may submit a motion to dismiss, motion for summary judgment, or other dispositive motion. The arbitrator will apply the substantive federal, state, or local law applicable to the asserted claims and will honor applicable privileges and burdens of proof.

The arbitrator may award any individual remedy or relief that would have been available to the claimant in court under applicable law. The arbitrator may not eliminate a substantive remedy solely because the dispute is being arbitrated.

The arbitrator must issue a reasoned written award stating the essential factual and legal grounds for the decision, ordinarily within 30 days after the hearing concludes or authorized post-hearing briefs are submitted. A court with jurisdiction may enter judgment on the award or consider a request for confirmation, correction, or vacatur as permitted by the Federal Arbitration Act.

An arbitration award resolves only the dispute between the Parties to that arbitration and will not determine the rights or claims of any person who was not a Party to that proceeding.

15.11. Arbitration Fees, Expenses, and Attorneys' Fees. Arbitration fees and costs will be allocated according to applicable law and the applicable AAA rules and fee schedule.

For a Clinician dispute, HURO will pay the arbitration expenses that applicable law or AAA rules require HURO to pay. A Clinician will not be required to pay arbitration-specific costs exceeding the amount the Clinician would have paid to initiate a comparable court action, unless applicable law permits otherwise.

For a Facility dispute governed by the Commercial Arbitration Rules, filing fees, administrative expenses, and arbitrator compensation will be allocated according to the applicable AAA Commercial Fee Schedule unless the Parties agree otherwise.

Each Party is responsible for its own attorneys' fees and ordinary litigation expenses unless applicable law, this Agreement, or the arbitration award permits the prevailing Party to recover those amounts. The arbitrator will decide disputes concerning arbitration fees and costs.

15.12. Class and Collective Action Waiver. HURO and you agree that each covered claim must be brought and resolved only on an individual basis.

HURO AND YOU WAIVE THE RIGHT TO HAVE A COVERED DISPUTE BROUGHT, HEARD, ADMINISTERED, OR DECIDED AS A CLASS, COLLECTIVE, GROUP, CONSOLIDATED, OR JOINT ACTION. THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE THAT PARTY'S INDIVIDUAL CLAIM.

Except where required by applicable AAA mass-arbitration rules or expressly agreed in writing, one person's arbitration may not be joined or consolidated with another person's arbitration.

A court, not the arbitrator, will decide any dispute concerning the validity or enforceability of this waiver. If a final court decision determines that a particular class or collective claim cannot lawfully be waived, that claim must proceed in court and not in arbitration. All remaining arbitrable claims will continue individually in arbitration.

15.13. California PAGA Claims. To the extent permitted by applicable law, a Clinician and HURO agree that any claim under California's Private Attorneys General Act ("PAGA") based on an alleged Labor Code violation personally experienced by that Clinician will be resolved through individual arbitration.

This Agreement does not waive a PAGA claim to the extent applicable law prohibits that waiver. Any nonindividual or representative PAGA claim that cannot lawfully be resolved in individual arbitration must proceed in a court of competent jurisdiction and may be stayed while the individual PAGA claim is arbitrated, as determined by that court.

HURO AND THE CLINICIAN AGREE THAT THE ARBITRATOR MAY NOT PRESIDE OVER A NONINDIVIDUAL OR REPRESENTATIVE PAGA CLAIM UNLESS APPLICABLE LAW REQUIRES OTHERWISE.

A court, rather than the arbitrator, will decide any dispute regarding the validity, enforceability, scope, or application of this PAGA provision.

15.14. Sanctions, Severability, and Survival. To the extent permitted by applicable law, the arbitrator may impose sanctions, including reasonable attorneys' fees and costs, when a claim, counterclaim, defense, or filing is frivolous, made in bad faith, asserted solely for harassment, or otherwise sanctionable under the applicable law or arbitration rules.

If a provision of this Arbitration Agreement is found unenforceable, it will be severed or limited to the minimum extent necessary, and the remaining provisions will continue in effect. The special severability provisions governing class, collective, and PAGA claims in Sections 15.12 and 15.13 will control over this general severability provision.

This Arbitration Agreement survives account closure, termination of Platform access, termination of this Agreement, and the end of any relationship between you and HURO.

16. HIPAA and Protected Health Information

16.1. Definitions and User Responsibilities. For purposes of this Section, "Protected Health Information" or "PHI," "Covered Entity," and "Business Associate" have the meanings assigned to them under the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations, collectively referred to as "HIPAA."

Each Clinician and Facility is solely responsible for its own compliance with HIPAA and all applicable federal and state privacy, security, confidentiality, and data protection laws. Clinicians and Facilities must protect PHI against unauthorized access, use, disclosure, alteration, or destruction and may disclose PHI only when legally authorized.

16.2. Platform Limitations. The HURO Platform is intended to operate as a marketplace through which Clinicians and Facilities may connect. It is not designed or authorized to receive, store, maintain, or process PHI except to the limited extent expressly permitted under a separate written Business Associate Agreement.

If PHI is lawfully transmitted, exchanged, or otherwise made available through the Platform under an applicable Business Associate Agreement, each Party remains responsible for ensuring that the PHI is accessed, used, disclosed, maintained, and protected in accordance with HIPAA, the applicable Business Associate Agreement, and all other applicable privacy and security requirements.

16.3. No Business Associate Agreement Created. Nothing in this Agreement is intended to constitute or create a Business Associate Agreement between HURO and any Clinician, Facility, Covered Entity, Business Associate, or other user.

If the services requested from HURO would require HURO to create, receive, maintain, or transmit PHI on behalf of a Covered Entity or Business Associate, HURO and the applicable Party must execute a separate written Business Associate Agreement before such services are provided or PHI is made available to HURO.

16.4. Prohibited Submission of PHI. Unless HURO and the applicable Covered Entity or Business Associate have executed a separate written Business Associate Agreement expressly authorizing such activity, users must not upload, enter, transmit, store, exchange, or otherwise disclose PHI through the HURO Platform.

A user who submits PHI without authorization assumes responsibility for that submission and must promptly notify HURO and cooperate with HURO in securing, removing, or otherwise addressing the information in accordance with applicable law. Nothing in this Section limits any responsibility or obligation imposed directly upon HURO by applicable law.

17. Entire Agreement and Modification

17.1. Entire Agreement. This Agreement, together with HURO's Privacy Policy, any policies expressly incorporated by reference, and any applicable separate written agreement between HURO and you, constitutes the complete agreement between the Parties concerning the HURO Platform and its services.

These documents replace and supersede all previous or contemporaneous discussions, communications, proposals, representations, promises, understandings, and agreements concerning the same subject matter, whether oral, written, electronic, express, or implied.

If a separate written agreement conflicts with this Agreement, the separate agreement will control only with respect to that conflict. All remaining provisions of this Agreement will remain fully effective.

17.2. Modifications. HURO may revise this Agreement in accordance with Section 2.3. Except for updates made under Section 2.3, an amendment, waiver, or modification must be documented in writing or electronically and accepted by HURO and an authorized representative of the applicable Clinician or Facility.

An oral statement, informal communication, or course of conduct will not modify this Agreement unless HURO expressly confirms the modification in writing.

18. Assignment

18.1. Assignment by Clinicians and Facilities. A Clinician or Facility may not assign, transfer, delegate, or otherwise convey any rights or obligations under this Agreement without HURO's prior written consent. Any attempted assignment or transfer made without the required consent will be void.

18.2. Assignment by HURO. HURO may assign or transfer all or part of its rights and obligations under this Agreement in accordance with Section 2.3, including as part of a merger, acquisition, corporate reorganization, sale of assets, or transfer to an affiliate or successor.

18.3. Binding Effect. This Agreement is binding upon and benefits the Parties and their respective permitted successors and assigns.

19. Headings and Captions

19.1. Interpretive Effect. Section titles, headings, captions, and numbering are included solely for organization, reference, and convenience. They do not limit, expand, modify, or otherwise affect the meaning, interpretation, or enforceability of any provision in this Agreement.

20. Survival

20.1. Continuing Obligations. Termination or expiration of this Agreement, closure of an account, or discontinuation of Platform use will not affect any right, remedy, liability, payment obligation, or responsibility that arose before the effective date of termination.

Any provision that, by its nature or stated purpose, is intended to remain effective will survive termination. These provisions include those concerning accrued Charges and payments, taxes, confidentiality, intellectual property, data retention, indemnification, limitations of liability, disclaimers, dispute resolution, arbitration, assignment, interpretation, and enforcement.

Provisions granting access to or a license to use the HURO Platform, including Sections 3.1 and 3.3, will end upon termination except to the limited extent necessary to enforce surviving rights and obligations.

21. Governing Law and Jurisdiction

21.1. Governing Law. Except as otherwise stated in this Agreement, the laws of the State of Utah govern the interpretation, validity, and enforcement of this Agreement, without giving effect to conflict-of-law principles that would require the application of another jurisdiction's laws.

The Arbitration Agreement and Class and Collective Action Waiver in Section 15 are governed by the Federal Arbitration Act and other applicable federal and state laws. California PAGA claims are governed by applicable California and federal law.

Nothing in this Section eliminates or restricts a right or protection provided by a law that cannot legally be waived through a choice-of-law provision.

21.2. Consent to Jurisdiction and Venue. Except for disputes subject to arbitration or claims that applicable law requires to be filed elsewhere, each Party irrevocably consents to the personal jurisdiction of the state and federal courts located in Salt Lake County, Utah.

Those courts will have exclusive jurisdiction over claims arising out of or relating to this Agreement, the HURO Platform, or the Parties' relationship that are not required to be resolved through arbitration. Each Party waives any objection based on improper venue or an inconvenient forum, to the extent that waiver is permitted by law.

22. Severability

22.1. Effect of an Unenforceable Provision. If a court or arbitrator with proper authority determines that any provision of this Agreement is unlawful, invalid, or unenforceable, that provision will be severed or limited to the minimum extent necessary to make it enforceable.

The remaining provisions will continue in full force and effect and will not be affected by the invalidity or unenforceability of the affected provision. The specific severability rules contained in Section 15 will control with respect to arbitration, class, collective, and PAGA provisions.

23. Waiver

23.1. No Continuing Waiver. A Party's waiver of a breach, default, term, condition, right, or remedy under this Agreement applies only to the specific instance for which the waiver was given. It does not waive any later breach or default of the same provision or any breach of another provision.

A delay or failure to exercise or enforce a right or remedy will not constitute a waiver. Any waiver must be expressly stated in writing by an authorized representative of the Party granting it.

23.2. Cumulative Remedies. Nothing in this Agreement prevents HURO or another Party from pursuing any remedy available under this Agreement, at law, or in equity for an actual or threatened breach. Available remedies may include monetary damages, injunctive relief, specific performance, account suspension, or termination, subject to the limitations and dispute-resolution requirements contained in this Agreement.

24. Attorneys' Fees and Costs

24.1. Prevailing Party. If a Party initiates a lawsuit, arbitration, or other legal proceeding arising out of or relating to this Agreement, the substantially prevailing Party may recover its reasonable attorneys' fees, court or arbitration costs, and other reasonable enforcement expenses from the non-prevailing Party, to the extent permitted by applicable law and awarded by the court or arbitrator.

24.2. Default or Breach. If a court or arbitrator determines that a Party materially defaulted on or breached this Agreement, the non-defaulting Party may recover reasonable attorneys' fees, collection costs, expenses, and applicable interest incurred in enforcing its rights or collecting amounts owed.

24.3. Other Relief. This Section does not restrict a court or arbitrator from awarding damages, injunctive relief, specific performance, statutory remedies, or any other relief authorized by this Agreement or applicable law. If applicable law requires a different allocation of attorneys' fees or costs, that law will control.

25. Remedies

25.1. Available Remedies. The rights and remedies provided under this Agreement are cumulative and are in addition to any other rights or remedies available under applicable law or equity.

When reasonably necessary to prevent an actual or threatened breach or compel compliance with this Agreement, a Party may seek declaratory relief, temporary or permanent injunctive relief, specific performance, or another appropriate equitable remedy.

To the extent permitted by law, a Party seeking equitable relief will not be required to establish that monetary damages are an adequate remedy or post a bond or other security. Seeking temporary or preliminary relief from a court will not waive or invalidate the requirement to arbitrate any claim subject to Section 15.

26. No Construction Against the Drafter

26.1. Neutral Interpretation. The Parties acknowledge that this Agreement will be interpreted fairly and according to the ordinary meaning of its terms. No ambiguity, uncertainty, or inconsistency will be interpreted for or against any Party solely because that Party or its representative drafted, prepared, proposed, or revised the applicable provision.

27. Free and Voluntary Acceptance

27.1. Review and Understanding. Each Party acknowledges that it has carefully reviewed and understood this Agreement before accepting it and has had a reasonable opportunity to ask questions and consult independent legal counsel if desired.

27.2. Voluntary Acceptance. Each Party confirms that it accepts and enters into this Agreement knowingly, freely, and voluntarily, without fraud, coercion, duress, or undue influence. Each Party further acknowledges that it has independently determined that accepting this Agreement is appropriate for its circumstances.

27.3. Reliance on Written Terms. In accepting this Agreement, each Party confirms that it is not relying upon any statement, representation, guarantee, warranty, promise, or assurance that is not expressly included in this Agreement or another applicable written agreement signed or electronically accepted by the Parties.

28. California Users and Residents

28.1. California Consumer Notice. In accordance with California Civil Code § 1789.3, California users are provided with the following information:

Service provider: HURO
Mailing address: 6304 S Margray Dr, Taylorsville, Utah 84129
Telephone: 8014551859
Email: thehuro@gmail.com

Fees and other Charges associated with the HURO Platform are described in Section 8.8, any applicable separate agreement, and the pricing presented to you before you activate a subscription, post a Shift, or complete a transaction.

Questions or complaints regarding the HURO Platform may be submitted to HURO using the contact information listed above. HURO will use reasonable efforts to review and respond to your concern.

California residents may also contact:
California Department of Consumer Affairs
Consumer Information Center
1625 North Market Blvd., Suite N-112
Sacramento, California 95834
Telephone: (800) 952-5210
TTY: (800) 735-2929
Website: www.dca.ca.gov