Terms of Service

Revised May 1, 2024 v3

These Terms of Service (referred to as the “TOS”) establish the agreement between you (or, if you are representing a company or other legal entity, that entity, including any successors, assigns, and third-party beneficiaries) (“you”) and Direct Care Source, LLC, DBA SWITCH, a Texas limited liability company (collectively referred to as “Switch,” “we,” “us,” or “our,” including its affiliates, agents, representatives, consultants, employees, officers, and directors). These terms govern your access to and use of the Service provided by Switch. The TOS become effective on the earlier of the date you click “Accept,” first access or use the Service, or indicate your agreement to the TOS in any other manner (“Effective Date”).

Switch is a platform operated by Direct Care Source, LLC, offering a marketplace platform and mobile applications (referred to as the “Apps”). The purpose of these Apps is to provide verified and licensed healthcare service providers with the opportunity to browse and schedule shifts at participating healthcare facilities. These shifts are temporary and offered on an as-needed basis. Collectively, these services, including any new features and applications, along with the website (referred to as the “Site”) and the Apps, are referred to as the “Services.”

It is important to note that Switch is not a healthcare facility or an employer. Switch is not affiliated with any of the healthcare service providers or healthcare facilities who may use the Services. Some parts of the Services are publicly accessible to all visitors to the Site (referred to as “Visitors”), while other parts, including the App, are available only to registered users. These Terms of Service (referred to as the “Agreement”) apply to all Users of the App collectively.

Please read this Agreement carefully before you start to use the Services.

BY CREATING AN ACCOUNT OR OTHERWISE USING THE SERVICES, YOU AGREE TO THE FOLLOWING:

ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THE SWITCH PRIVACY POLICY;
ACKNOWLEDGE AND UNDERSTAND THAT SWITCH IS A TECHNOLOGY SERVICES PROVIDER AND DOES NOT PROVIDE HEALTHCARE SERVICES NOR DOES IT EMPLOY HEALTHCARE SERVICE PROVIDERS WHO MAY UTILIZE THE SERVICES;
REPRESENT THAT YOU HAVE THE AUTHORITY AND ARE FULLY AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE FACILITY YOU REPRESENT;
REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT AND ARE A LEGAL RESIDENT OF THE UNITED STATES;
If you are entering into this agreement on behalf of a company or other legal entity, you represent and warrant that you are authorized and lawfully able to bind THE entity to THIS AGREEMENT, in which case the term “you” will refer to such entity. If you do not have such authority, or if you do not agree with the terms and conditions of the TOS, you may not access or use the Service; AND
ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AND THE PRIVACY POLICY.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT AND SHOULD NOT ACCESS OR USE THE SERVICES.

The TOS consists of three sections, and the applicability of each section to you depends upon the nature of your access to or use of the Service or your relationship to Switch.

ALL USERS: Applies to anyone who accesses or uses the Service.
HEALTHCARE FACILITIES: Applies to you to the extent you access or use the Service as a Facility (defined below).
NURSES: Applies to you to the extent you access or use the Service as a provider of professional direct care services (defined below).

ALL USERS
1. DEFINITIONS
  1. “Accreditations” means a Nurse’s relevant authorizations, approvals, certifications, government-issued identification information, immunizations, licenses, permits, registrations, or other materials or information necessary to enable Switch to verify a Nurse’s identity and eligibility to perform the Healthcare Services in accordance with this Agreement.
  2. “App” means any mobile application made available by Switch for accessing or using the Service.
  3. “Content” means any text, graphics, images, photos, audio or visual works, data, information or other content.
  4. “Credentials” means any user accounts, passwords and other authentication credentials associated with your access to or use of the Service.
  5. “Facility” means a healthcare facility that is certified to operate in its respective jurisdiction and/or the entity responsible for operating such facility or providing healthcare services to patients at the facility. The Facility utilizes or accesses the Service for various purposes, including posting Service Requests, receiving offers from Professionals to fulfill those requests, and facilitating the payment of Professional Services Fees.
  6. “Facility Rules” means a Facility’s rules, standards, policies, practices, and procedures as may be communicated to Nurses from time to time.
  7. “Healthcare Services” means the healthcare services that a Nurse represents it is licensed and qualified to provide in accordance with this Agreement and that are solicited or accepted by Facilities through the Services.
  8. “Intellectual Property” means all intellectual property and proprietary rights throughout the world, whether existing under statute or at common law or equity, now or hereafter in force or recognized, including: (i) copyrights, “moral rights,” trademarks, service marks, logos, trade dress, designs, patents, inventions, trade secrets, publicity rights and privacy rights; and (ii) all rights in any applications and registrations, including all renewals, extensions and restorations, for any of the foregoing.
  9. “Platform” means Swithc’s proprietary online platform made available through its mobile applications (each, an “App”) and the websites and associated domains of www.switchcare.com and app.switchcare.com (the “Sites”) (including all Content, software and other components composing the foregoing).
  10. “Nurse” means a licensed healthcare provider eligible to use the Services and whose identity and qualifications have been verified by Switch or our authorized third-party service providers to, among other things, offer his or her professional services to fill Shift Requests by Facilities and receive payment in connection with performance of Professional Services.
  11. “Service” means the Platform, access to, and use of the Platform, as provided by Switch.
  12. “Shift” means the set time period in which a Nurse agrees to provide the Healthcare Services to a Facility in accordance with this Agreement and the description and scope agreed by and between such Nurse and Facility, including but not limited to type and nature of the services to be provided and the date, time, duration, and location for which such Healthcare Services will be performed.
  13. “Shift Request” means each individual request for Services submitted through the Service by a Facility.
  14. “Third-Party Content” means all Content made available through the Service by third parties, including other users.
  15. “Users” means collectively, Nurses and Facilities.
  16. “Your Content” means all Content that you submit, upload, email, transmit or otherwise make available through the Service.
2. HOW THE SERVICE WORKS
  1. The Platform. Switch facilitates the connection between independent third-party providers of medical, hospitality, or physical care services (referred to as “Nurses”) and independent third-party businesses (referred to as “Facilities”) that require these services on a short-term basis. The Platform grants access to Nurses and allows them to offer their Professional Services. When a Facility posts a Shift Request, Nurses can view the posting and indicate their availability to provide the requested medical services. The Facility can then review the responses from Nurses, consider the information provided by the Nurses through the Service, and choose the Nurse it wishes to engage.
  2. Shift Requests. For each Shift Request, a Facility is required to submit a separate posting for each Nurse needed. In other words, if a Facility intends to hire two Nurses, it must create two separate postings for Shift Requests. Each posting for a Shift Request must provide detailed information about the required Professional Services, including a description of the services, the specific start and end times, and the designated location where the services need to be performed.
  3. Shift Bids. Through the Service, Nurses have the ability to review Shift Request postings and submit a Shift Bid to the relevant Facility, expressing their interest in providing Professional Services to fulfill the Shift Requests. Each Shift Bid must include specific information, such as the Nurse’s name, work history, certification details, and any additional information requested in the Shift Request posting, within the boundaries permitted by applicable law.
  4. Selection of Nurses. Facilities will have access to view all Nurses who have expressed their interest in providing Professional Services for any given Shift Request. This includes information such as the Nurse’s name, work history, and any other relevant details provided through the Service. The decision of which Nurse to engage for a Shift Request will be solely at the discretion of the Facilities.
  5. Nursing Services. The Facility holds the responsibility of providing guidance, direction, and supervision for the specific tasks that each assigned Nurse performs while catering to the patients of the Facility. It is within the Facility’s purview to ensure that the Nurses adhere to the necessary protocols and guidelines set by the Facility in the provision of their services. Additionally, the Facility bears the financial responsibility for conducting COVID testing for each assigned Nurse who has not yet been tested. This cost covers the necessary testing procedures and ensures that all Nurses are tested to maintain a safe and healthy environment within the Facility. By taking on this responsibility, the Facility demonstrates its commitment to safeguarding the well-being of both the Nurses and the patients they serve.
  6. Completed Service. By utilizing the Service, Facilities have the capability to evaluate and assess all Shift Bids submitted for their posted Shift Requests. The decision to accept or decline Shift Bids is entirely at the discretion of the Facilities. Only the Shift Bids that a Facility chooses to accept, and subsequently, where the Nurse fulfills the assigned Professional Services to the satisfaction of the Facility, are referred to as “Completed Shifts.”
  7. Only a Platform. Switch serves as a platform that enables communication and contract formation between Facilities and Nurses, facilitating the exchange of payment for Professional Services provided by Nurses to Facilities. When a Facility accepts a Shift Bid submitted by a Nurse through the Service, it establishes a direct and exclusive agreement solely between that Facility and Nurse. Switch does not become a party to these agreements and explicitly disclaims any liability arising from or related to such agreements between Nurses and Facilities, except for its obligations pertaining to payment processing. Switch is not responsible for any loss or damage resulting from decisions or actions taken based on the use of the Services or the content and information provided therein. Any guidance provided by Switch as part of the Services is strictly for informational purposes and does not constitute career, employment, medical, legal advice, or any form of coaching, advising, or professional service. You understand and acknowledge that Switch does not, and shall not be deemed to:
    1. Direct or control any Nurse generally or in such Nurse’s fulfillment of a Shift, including in such Nurse’s performance of the Healthcare Services, acts or omissions during, or such Nurse’s operation or maintenance of any equipment or property used during or in fulfillment of a Shift;
    2. Direct or control any Facility generally or in its actions or operations in connection with its use of the Services, including such Facility’s quality, safety, or legality or ability to pay Nurse for the Healthcare Services;
    3. Have any right or authority to direct or control what actions a Nurse or a Facility may perform or how such party may act or operate in connection with a Shift;
    4. Act as a data repository for your information, documentation, Facility Rules, Shifts, or other information submitted through the Services (unless and solely to the extent we may otherwise agree in writing, and subject to the terms and conditions of this Agreement), and you agree that you are ultimately responsible for keeping and maintaining your own copies of your information, documentation, Shift information, and Facility Rules in your business records.
  8. Independent Professionals. Switch will make commercially reasonable efforts to verify the Registration Information provided by a Nurse by utilizing appropriate sources, including state license databases, the United States Office of Inspector General, Center for Medicare and Medicaid, employee misconduct registries, criminal background checks as required by state regulations. Drug screenings when requested by Facilities. Facilities should assess the thoroughness of Switch’s verification process to their satisfaction. However, Switch will make commercially reasonable efforts to only allow Nurses on the Switch Platform whose credentials and criminal background checks meet the minimum standards mandated by the respective states. Switch employs a third-party service to conduct background checks and verify Credentials for each Nurse during the signup process and at reasonable intervals. Nevertheless, it is important to understand that while Switch endeavors to conduct thorough background checks and verify Credentials, these measures are not foolproof. Switch relies on the accuracy of the information and Credentials provided by the Nurse for verification. Switch makes no representations about and disclaim all liability associated with: (i) the suitability, reliability, quality, and timeliness of the Professional Services provided by the Nurses on the Platform; and (ii) each Nurse’s credentials, background, suitability, skills, and reliability. Despite Switch’s reasonable efforts, it cannot guarantee the identity of each User. While commercially reasonable measures are taken, Switch cannot provide absolute certainty that every User is who they claim to be.
    
    SWITCH EXPRESSLY DISCLAIMS, AND FACILITIES EXPRESSLY RELEASE SWITCH FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES AND/OR DAMAGES ARISING FROM AND/OR IN ANY WAY RELATING TO (A) ANY MISSTATEMENTS AND/OR MISREPRESENTATIONS MADE BY A NURSE OR (B) THE ACCURACY, TIMELINESS OR COMPLETENESS OF ANY BACKGROUND CHECK OF A NURSE CONDUCTED AND/OR OBTAINED ON BEHALF OF SWITCH. Any disputes relating to the Professional Services must be resolved directly between Nurses and Facilities.
3. AVAILABILITY OF THE SERVICES
  1. Service Availability. You acknowledge that occasional interruptions in service or unforeseen events may occur, which are beyond our control. While we make reasonable efforts to ensure the accessibility of the Services, there may be instances where the Services are temporarily unavailable. These interruptions can result from various reasons, including routine maintenance and updates. Additionally, you understand that there may be service interruptions or events on third-party sites that could impact your use of the Services, which we have no control over and cannot prevent or rectify. Therefore, we cannot assume responsibility for any connectivity issues you may encounter while using the Services, nor can we be held liable for any loss of material, data, transactions, or other information resulting from system outages, whether they are planned or unplanned. It is hereby agreed that we cannot be held accountable to you or any third party in the event we exercise our right to modify, suspend, or discontinue the Services, or in cases of service interruptions, regardless of whether they were scheduled or beyond our control.
  2. Shift Availability. Switch provides a proprietary online marketplace platform and mobile application that allows Facilities to advertise and post available Shifts, while enabling Nurses to bid on, request, approve, accept, or receive payment for fulfilling those Shifts. All communication and actions regarding Facility Shifts, including information, requests, bids, confirmations, and cancellations, must be conducted solely through the App and Services. Likewise, all Nurse requests, bids, approvals, confirmations, and cancellations for Shifts must be made exclusively through the App and Services. It is important to understand and acknowledge that Switch does not exercise control over or provide a guarantee for the accuracy of Shift Availability, Nurse schedules, availability, or any other information presented within the App and Services.
4. REGISTRATION
  1. Creating a Switch Account. To utilize the Services as a registered user, it is necessary to create a Switch profile or account (“Account”, as further defined below) by providing specific required information. This information includes, but is not limited to, your full legal name, address, phone number, email address, financial account details for payment processing, and, for Facility accounts, the Facility Rules and Shift information. All Users must be at least eighteen (18) years old to register an Account. By creating an Account, you affirm that the information provided, as well as any other information submitted to us, is accurate, current, and complete. You agree to maintain the accuracy, currency, and completeness of this information and to promptly update it when necessary. If any information provided to us is found to be untrue, inaccurate, not current, or incomplete, we reserve the right to suspend or terminate your Account or access to the Services at our discretion for any other valid business reason. It is considered a violation of this Agreement to provide inaccurate information during Account registration or maintenance or to allow another person to use your Account to engage in or utilize the Services.
  2. Account Security and Activities. Upon creating an Account, you will be prompted to generate a password and, if applicable, provide additional authorizations. It is your sole responsibility to maintain the confidentiality of your Account and password, and to ensure that access to your computer or mobile device is restricted. You agree to assume liability for all activities and damages that occur under your Account. Under no circumstances should you utilize another person’s Account, information, or credentials for any purpose. In the event that you become aware of any unauthorized use of your Account or encounter a known security breach related to your Account, it is imperative that you promptly notify us. You acknowledge that you are accountable for any actions conducted through your Account until its closure or until you demonstrate that any compromise to your Account security was beyond your control. Failure to comply with this provision may result in loss or damage for which we cannot and will not be held liable.
  3. Account Usage and Maintenance. After receiving your provided information, Shift details, and Facility Rules, we will proceed with verifying your identity and/or eligibility to utilize the Services. Once your verification process is completed successfully, you will be able to utilize the Services for various purposes such as posting Shifts, requesting bids from Nurses, reviewing information and Credentials of Nurses bidding on Shifts, and managing your Account settings. By accepting this agreement, you grant us authorization to share or provide access to your Facility name, contact information, designated Shifts, Facility Rules, and any other necessary information for Nurses to place bids or accept Shifts at your Facility. Additionally, you may be required to update your Facility Rules and Shift information periodically. It is your sole responsibility to upload and maintain accurate, complete, and current information in your Account, including Shift details. Failure to maintain such information may lead to the suspension or termination of your Account.
  4. Facility Obligations and Representations. You accept and acknowledge full responsibility for your use of the Services, the management or utilization of Healthcare Services provided by one or more Nurses found through the App at your Facility, and for any associated fees or costs. This includes the obligation to pay any applicable income, sales, or other taxes that your Facility may be subject to as a result of using the App and Services. By utilizing the Services, you affirm and guarantee that: (a) you are at least 18 years old and a lawful resident of the United States; (b) you have the authorization from your Facility to use the Services on its behalf; (c) all information you provide to us is accurate and truthful, and you will ensure its accuracy throughout your use of the Services; (d) any information or content you post, upload, or make available through the Services rightfully belongs to you, accurately represents your identity, and does not infringe upon the proprietary or legal rights of any other person or entity; (e) you will take necessary measures to safeguard the security of your Account; and (f) you will immediately notify us of any unauthorized access to your user name or password or any other breach of security. Any information you provide to us will be subject to our Privacy Policy. Please be aware that the Services, Site, or App may have specific technical or system requirements (known as “Minimum System Requirements”) that must be met in order to access the Services. It is your responsibility to maintain compliance with these Minimum System Requirements. For instance, the Services, Site, and App require an internet connection for access. Failure to adhere to the Minimum System Requirements may result in an inability to access the Services. Switch cannot be held liable for any such inability caused by non-compliance with the Minimum System Requirements.
5. LICENSE GRANT; RESERVATION OF RIGHTS
  1. License Grant by Switch. In accordance with the terms of this Agreement and applicable laws, Switch provides you with a limited, non-exclusive, non-transferable, non-sub-licensable, and revocable license to access and utilize the Site, App, and Services. This license allows you to access and use the content, information, and related materials provided through the Services. However, please note that no ownership rights or interests in the Services or any content are transferred to you. You are solely responsible for all your activities carried out in connection with the Services.
  2. License Grant by Facility. In accordance with the terms of this Agreement, you hereby grant Switch a limited, non-exclusive, non-transferable, and revocable license to access, view, and use the Facility Rules, Facility schedule, and any other materials that you upload to the Site and Services (“Facility Materials”). This license is granted solely for the purpose of Switch providing the Services to you. Please note that no ownership rights or interests in the Facility Materials are transferred to Switch as a result of this license.
  3. Reservation of Rights. Switch reserves all rights not expressly granted in this Agreement. We have the right to modify, suspend, or discontinue any aspect of the Services, in whole or in part, for any reason, at our sole discretion and without prior notice. This includes the right to modify, suspend, or discontinue features, databases, or content within the Services. We shall not be held liable to you or any third party for any modification, suspension, or discontinuation of the Services. Furthermore, we may exercise the following actions at our sole discretion: (a) cancel unverified Accounts or Accounts that have been inactive for an extended period; (b) delay, refuse to display, or remove content; and (c) take technical and/or legal measures to limit or prevent a User’s use of the Services, including imposing limitations on specific features or restricting access to parts or all of the Services. These actions may be taken without notice or liability.
6. YOUR RESPONSIBILITIES
  1. Restrictions. You are prohibited from engaging in the following activities yourself or allowing any other party to do so: (a) Using the Services for illegal or fraudulent purposes, or in violation of any local, state, national, or international laws, rules, regulations, or Facility Rules; (b) Using the Services for competitive analysis, developing competing products or services, developing or using third-party applications that interact with our Services without prior written consent, or any other activity that may be detrimental to our commercial interests or assist others in performing any of the aforementioned actions; (c) Posting, storing, sending, transmitting, or disseminating any User Credentials, information, or material that belongs to or pertains to another party, except for the purpose of receiving the Services and verifying Nurses who have accepted Shifts through the Site; (d) Posting, storing, sending, transmitting, or disseminating any information that infringes on the patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights of a third party; (e) Posting, listing, or uploading content that is false, inaccurate, misleading, deceptive, defamatory, libelous, threatening, harmful to others, in furtherance of illegal activities, or that may give rise to civil or criminal liability, as determined by Switch in its sole discretion; (f) Attempting to gain unauthorized access to any features of the Services, including creating a secondary Account after being suspended from the Services; (g) Deciphering, decompiling, removing, disassembling, reverse engineering, or attempting to derive any source code or underlying ideas or algorithms of any part of the Services, security-related features, features that prevent or restrict use or copying of accessible content, or features that enforce limitations on the use of the Services; (h) Modifying, translating, or creating derivative works of any part of the Services; (i) Licensing, copying, selling, renting, leasing, distributing, or otherwise transferring any of the rights received under this Agreement or commercially exploiting the Services, in whole or in part; (j) Harvesting or collecting information about other Users without their consent; (k) Sending unsolicited or unauthorized advertising, promotional material, junk mail, spam, chain letters, or any form of software viruses or computer codes that disrupt, damage, limit, or interfere with the proper function of software, hardware, or telecommunications equipment, or gain unauthorized access to any system, data, password, or information belonging to Switch or any third party; (l) Taking any action that imposes an unreasonable or disproportionately large load on Switch’s or its third-party Nurse’s infrastructure, interfering with the proper working of the App or Services, running mail lists, listservs, or any form of auto-responder or spam on the Services, or using manual or automated software, devices, or processes to crawl or spider any page of the Site; (m) Creating a false identity, misrepresenting your identity, impersonating any person or entity (including Switch employees or representatives), using or attempting to use an Account for anyone other than yourself, or selling or transferring your Account; (n) Using the Services in a manner that contains threats of violence, promotes illegal activities, is harassing, hateful, libelous, defamatory, abusive, spam-like, pornographic, predatory, sexually graphic, racist, offensive, harmful to minors, or violates the rights of any third party, or gives rise to civil or criminal liability; (o) Contacting Nurses or using their data, Credentials, or information for any purpose other than verifying Nurses to provide Healthcare Services during a Shift at your Facility in accordance with applicable laws, rules, regulations, and this Agreement.
  2. Protection. It is your responsibility to ensure the confidentiality of your User Credentials. You must not share or disclose your User Credentials to any other party. If you become aware of any unauthorized use of the Service using your User Credentials, you must immediately notify Switch in writing and take reasonable measures to stop such unauthorized use.
  3. Licenses and Permits. In order to fully utilize and benefit from the Services, the Facility must possess the necessary local, state, and federal permits and licenses. This includes meeting the requirements for establishing the Facility entity as a hospital, clinic, or other medical facility. If a specific medical specialty or service provided by the Facility requires additional licenses or supervision by a particular licensed Nurse, it is the responsibility of the Facility to identify and engage the appropriate individual(s) for such purposes.
  4. Insurance. All Nurses utilizing the Switch platform are required to obtain appropriate insurance coverage, including Workers Compensation Insurance or Occupational Accident Insurance (where applicable) and Professional Liability Insurance. The specific details of this insurance coverage are further explained in the Nurses section of this Terms of Service agreement. By using the Switch service, you acknowledge that any liability or injury claims arising from the actions of a Nurse, such as claims of negligence, misconduct, or errors, are the sole responsibility of the Nurse. In such cases, you should seek compensation or damages directly from the Nurse and their insurance coverage. Furthermore, Switch will maintain various insurance policies, including General Liability, Professional Liability, Automobile, Cyber Liability, and others, with the Facility listed as an additional insured party. Upon request, Switch will provide copies of the insurance certificates to the Facility. It is the sole discretion of the Facility to determine the adequacy of Switch insurance policies. Please note that Switch reserves the right to modify, change, or cancel its insurance policies at its own discretion. However, any such changes will be communicated to the Facility with at least 30 days’ notice.
7. INTELLECTUAL PROPERTY
  1. Switch Content. The Services provide access to a variety of content, which may include videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, campaigns, and other materials and information, along with associated trademarks and copyrightable works. This content is collectively referred to as “Switch Content.”
  2. Switch Intellectual Property Rights. Switch Content is protected by various rights and laws, such as copyrights, trademarks, and service marks. It is important that you respect all legal notices, information, and restrictions that apply to the content accessed through the Services, including the Switch Content. You agree not to modify, translate, or create derivative works based on the Switch Content. You are granted a limited, revocable, non-exclusive, and non-transferable license to use the Services and Switch Content solely for activities permitted by law and related to our Services, as described in this Agreement.
  3. Your Content. You, and not Switch, are solely responsible for: (a) Your Content: You are responsible for Your Content and for complying with all the necessary requirements, including obtaining the appropriate rights and permissions from intellectual property holders, before submitting Your Content to the Service for use in accordance with the terms of service; (b) Compliance with Laws and Obligations: It is your responsibility to ensure that the submission of Your Content to the Service in accordance with the terms of service does not violate any applicable laws or regulations, as well as any obligations you may have to third parties, including any duty of confidentiality.
  4. Use of Your Content. By using the Service, you grant Switch a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sub-licensable, and transferable license to distribute, transmit, reproduce, modify, adapt, create derivative works from, publish, publicly perform, publicly display, and otherwise use Your Content in connection with the Service.
  5. Publicity. Switch may, at its discretion, identify you as a customer of Switch within Switch websites, press releases, brochures, or other marketing materials that are disseminated by Switch. This may include using your company name, logo, or other identifying information to showcase your association with Switch and the services provided.
8. TERM, SUSPENSION AND TERMINATION
  1. Term. The term of this TOS begins when you acknowledge your acceptance and will remain in effect until the occurrence of the following: (a) you terminate your Account; or (b) all scheduled Shifts with Nurses have been completed and fully paid for by you. However, please refer to the termination provisions elsewhere in this Section for additional details.
  2. Termination by User. You have the option to terminate this Agreement by either canceling your Account through your account settings or by sending us an email at platform@switchcare.com. Please note that canceling your account does not automatically cancel any scheduled Shifts with Nurses, whether they are set to occur before or after the account cancellation. It is your responsibility to cancel any Shifts with Nurses prior to terminating your account, if applicable. It is important to understand that even after canceling your account, you remain responsible for any Shifts completed by Nurses through the App and Services. Switch will not cancel your account or revoke access (except as stated in Section 8.3) until all Shifts have been completed and approved in the App and Services for the Facility. The Facility is responsible for any applicable Fees during this period.
  3. Termination by Switch. If you breach this Agreement and fail to remedy the breach within fifteen (15) days after receiving written notice from us, we may suspend or cancel your Account. Additionally, if the Facility declares bankruptcy, enters receivership, undergoes liquidation, or dissolves, we may suspend or cancel your Account immediately upon written notice. In the event of Account cancellation, we reserve the right to remove all your account information and settings from our servers without liability or prior notice. Once this information is removed, it cannot be recovered, and you will lose access to your Account. Switch retains the right to terminate, block, or suspend your access to and use of the Service with or without notice in the following circumstances: (i) failure to make timely payments as required by the Agreement, or (ii) violation of the terms of the Agreement. Such blockage or suspension does not waive any other rights or remedies available to Switch under the Agreement or applicable law. If we have reason to suspect or become aware that anyone is violating this Agreement, we may conduct an investigation and take appropriate legal action, including bringing a lawsuit for damages resulting from the violation. We reserve the right to cooperate with and assist law enforcement or government agencies in any investigations related to illegal conduct.
  4. Effect of Termination. Upon termination of this Agreement, your license to use our Services will be terminated, and you must discontinue all use of the Services. Switch may, at its discretion, remove or delete your Account data and any other information obtained during the provision of the Services. Certain provisions of this Agreement that are intended to survive termination, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability, will continue to apply. Please note that we may retain certain information and Credentials in our backups, archives, and disaster recovery systems until such information is deleted in the normal course of our business operations. Termination of the Agreement will not limit any of our rights or remedies available under applicable law or equity.
9. REPRESENTATIONS AND WARRANTIES
  Each party represents and warrants to the other that: ((a) It has the requisite power and authority to enter into this Agreement; (b) The execution and performance of this Agreement have been duly authorized by all necessary corporate or institutional actions; (c) The execution and performance of this Agreement will not violate any applicable law or the party’s constitutional documents, such as the certificate of incorporation, bylaws, or similar organizational documents; (d) No further action or consent from any governmental entity is required to validate and enforce this Agreement; (e) It holds all necessary governmental licenses and approvals required to fulfill its obligations under this Agreement.
10. INDEMNIFICATION
  Switch will not be held liable, and you agree to indemnify, defend, and hold Switch harmless, for any loss, damage, cost, liability, or expense (including reasonable attorney’s fees and expenses) arising from: (i) Your Content; (ii) Your violation of the TOS, any law or regulation, or the rights (including Intellectual Property) of any other party; (iii) Your access to or use of the Service; or (iv) Any misclassification of you as an independent contractor.
  
  Switch reserves the right to assume exclusive defense and control of any matter subject to indemnification by you under this section. In such cases, you will fully cooperate with Switch in the defense or settlement of the matter. Indemnification: You agree to indemnify, defend, and hold Switch (including our affiliates, subsidiaries, officers, directors, employees, agents, representatives, consultants, successors, and assigns) harmless from any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses (including reasonable attorney’s fees) arising from or relating to your use or misuse of the Services or your breach of this Agreement. This includes, but is not limited to, your violation of any applicable law, rule, regulation, or the rights of a third party.
11. DISCLAIMER OF WARRANTIES
  THE SERVICES AND ALL INFORMATION CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND.
  1. Service Provided As-Is. THE SERVICES ARE PROVIDED TO USERS “AS IS” AND WITH ALL FAULTS AND DEFECTS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SWITCH, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, SECURITY, ACCURACY, AVAILABILITY, AND NON-INFRINGEMENT. SWITCH DISCLAIMS WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, SWITCH MAKES NO WARRANTY OR REPRESENTATION THAT THE SERVICES (INCLUDING PROXIES) WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE WITH OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE. SWITCH DOES NOT WARRANT THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED. ANY MATERIAL, CONTENT, OR INFORMATION DOWNLOADED OR OBTAINED THROUGH THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, DEVICE, OR LOSS OF DATA RESULTING FROM SUCH DOWNLOAD. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SWITCH OR THROUGH THE SERVICES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR OWN RISK, AND SWITCH ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TRUTHFULNESS, ACCURACY, TIMELINESS, OR COMPLETENESS OF THE SERVICES.
  2. Interactions with Other Users. AS FURTHER DESCRIBED IN SECTION A-2 HEREOF, (i) SWITCH DOES NOT EMPLOY, RECOMMEND, ENDORSE, OR GUARANTEE ANY MEDICAL-SERVICE PROFESSIONALS, NURSES, OR FACILITIES, AND (ii) YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS AND TRANSACTIONS WITH OTHER USERS OF THE SERVICE. You acknowledge and agree that you are solely responsible for your interactions and transactions with other Users. Any claim, damage, or liability associated with any communication or transaction via the Service shall be solely between you and the other User involved. YOU EXPRESSLY WAIVE AND RELEASE SWITCH FROM ANY AND ALL LEGAL RESPONSIBILITIES, CLAIMS, RIGHTS OF ACTION, CAUSES OF ACTION, SUITS, DEBTS, JUDGMENTS, DEMANDS, DAMAGES, AND LIABILITIES ARISING OUT OF ANY ACT OR OMISSION OF ANY OTHER USER OR THIRD PARTY, INCLUDING DAMAGES RELATING TO MONETARY CLAIMS, PERSONAL INJURY, DESTRUCTION OF PROPERTY, MENTAL ANGUISH, INTEREST, COSTS, ATTORNEYS’ FEES, AND EXPENSES. ANY REMEDIES IN CONNECTION WITH SUCH CLAIMS SHALL BE BETWEEN YOU AND THE APPLICABLE USER OR OTHER THIRD PARTY. Switch reserves the right, but has no obligation, to monitor disputes between Users. THE SERVICE IS A MARKETPLACE SERVICE FOR USERS TO CONNECT ONLINE, AND EACH USER IS SOLELY RESPONSIBLE FOR INTERACTING WITH AND SELECTING ANOTHER USER, CONDUCTING ALL NECESSARY DUE DILIGENCE, AND COMPLYING WITH ALL APPLICABLE LAWS.
12. LIMITATION OF LIABILITY
  1. General. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE SWITCH, ITS AFFILIATES, SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONSULTANTS, SUCCESSORS, AND ASSIGNS, FROM ANY LIABILITY ASSOCIATED WITH YOUR USE OF THE SERVICES. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED, UNDER NO CIRCUMSTANCES SHALL SWITCH, ITS AFFILIATES, SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONSULTANTS, SUCCESSORS, AND ASSIGNS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES. THIS LIMITATION OF LIABILITY INCLUDES, BUT IS NOT LIMITED TO, ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. ADDITIONALLY, SWITCH SHALL NOT BE LIABLE FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR ISSUES, REGARDLESS OF THE SOURCE OF ORIGINATION. IN NO EVENT SHALL SWITCH’S TOTAL LIABILITY EXCEED THE GREATER OF ONE THOUSAND U.S. DOLLARS ($1,000.00) OR SIX MONTHS OF SWITCH SERVICE FEES AND SWITCH ADMINISTRATIVE FEES ACTUALLY PAID UNDER THIS AGREEMENT IN THE PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO THE CLAIM. PLEASE NOTE THAT SOME STATES OR COUNTRIES MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, SWITCH’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
  2. Quality of Professional Services. The quality of professional services requested through the use of the Service solely lies with the Nurse who offers such services. Facilities acknowledge and explicitly agree that by utilizing the Service, they may encounter services that could be potentially harmful, unsafe, or objectionable. Facilities understand that the use of professional services and engagement with such Nurses is at their own risk.
13. DISPUTE RESOLUTION AND ARBITRATION PROVISION
  
  PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT
  The TOS mandates the use of binding arbitration to settle any dispute or claim arising from or relating to the TOS or your use of the Service. This includes matters such as the validity, applicability, or interpretation of the TOS. By agreeing to the TOS, you consent that any claim will be resolved solely on an individual basis, and not through a class, collective, consolidated, or representative action or arbitration. It is important to carefully review this section to understand your rights and obligations regarding the resolution of any claim. Please thoroughly read and consider the TOS. By accessing or using the Service, you acknowledge your acceptance of the TOS, including any updates or revisions posted within the Service or communicated to you. If you do not agree to the TOS, refrain from accessing or using the Service.
  1. Initial Dispute Resolution. In the event of any problem or dispute with us, it is important that you provide us with the opportunity to resolve it. To initiate the dispute resolution process, you agree to send us a written description of your problem or dispute within thirty (30) days of the event that gave rise to it. You can do so by emailing us at Platform@switchcare.com or by sending a physical mail to the address provided below. Following this, you agree to engage in good faith negotiations with us regarding your problem or dispute for a period of sixty (60) days. Our aim is to reach a satisfactory resolution during this time. However, if your problem or dispute is not resolved within sixty (60) days after we receive your written description, you agree to proceed with the arbitration provisions outlined below.
  2. Binding Arbitration. If the parties are unable to reach a mutually agreed-upon solution through the Initial Dispute Resolution process, either party may choose to initiate binding arbitration as the sole method of resolving claims, subject to the terms outlined below. All claims arising from or relating to this Agreement, including its formation, performance, and breach, the parties’ relationship, and your use of the Services, will be settled through binding arbitration conducted by the American Arbitration Association (AAA). The arbitration will be conducted in accordance with the AAA’s Commercial Arbitration Rules and the supplementary procedures for consumer-related disputes, excluding any rules or procedures regarding class actions. The Commercial Arbitration Rules can be accessed at www.adr.org or by contacting the AAA at +1.800.778.7879. The arbitrator, not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes related to the interpretation, applicability, enforceability, or formation of this Agreement. This includes determining the validity or voidability of any part of this Agreement and deciding whether a claim is subject to arbitration. The arbitration rules may allow for the recovery of attorney’s fees in certain circumstances. The arbitrator’s decision will be written and binding upon the parties, and it may be entered as a judgment in any court with jurisdiction. The parties understand that, without this mandatory arbitration provision, they would have the right to file a lawsuit and have a trial by jury. They also acknowledge that, in some cases, the costs of arbitration may exceed those of litigation, and the discovery process may be more limited in arbitration compared to court proceedings. By agreeing to this provision, you waive any other dispute resolution methods, except as explicitly provided for in this Agreement.
  3. Location. The arbitration will take place in Dallas, Texas.
  4. Class Action Waiver. The parties also acknowledge and agree that any arbitration will be conducted solely on an individual basis and not as a class action or representative action. They expressly waive their right to file or participate in a class action or seek relief on a class basis. YOU AND SWITCH AGREE THAT ANY CLAIMS BROUGHT AGAINST EACH OTHER WILL ONLY BE BROUGHT IN YOUR INDIVIDUAL CAPACITY OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. In the event that a court or arbitrator determines that the class action waiver stated in this paragraph is void or unenforceable for any reason, or that arbitration can proceed on a class basis, then the arbitration provision mentioned above will be deemed null and void in its entirety, and the parties will be considered as not having agreed to arbitrate disputes.
  5. Exceptions. Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights).
  6. Changes. Switch may modify, revise, or terminate the terms of this Section 13 by giving you at least 30 days’ advance notice of the modification, revision, or termination. Any such modification, revision, or termination shall not be effective as to claims for which a demand for arbitration is or has been made prior to the effective date of the modification, revision, or termination.
14. MISCELLANEOUS
  1. Assignment. Facility or Nurse is prohibited from assigning, transferring, sublicensing, subcontracting, charging, or encumbering any of its rights or obligations under this Agreement without prior written consent from Switch. However, Switch retains the right to assign, transfer, or delegate its rights and obligations under this Agreement without requiring consent from the Facility or Nurse. Any attempt to assign in violation of this provision will be considered null and void.
  2. Entire Agreement. This Agreement, along with all terms and policies posted on our Services, including our Privacy Policy, represents the complete agreement between you and Switch regarding the Services. It supersedes any prior or contemporaneous understandings and agreements, whether written or oral, between the parties concerning the Services.
  3. Geographic Restrictions. The Services are operated and intended for use in the state of Texas, and are specifically designed for Facilities and Nurses located within the United States. You acknowledge that access to the Services may be restricted in certain states or outside of the United States, and that accessing the Services from such locations may be prohibited by law. If you choose to access the Services from restricted states or outside the United States, you are solely responsible for complying with the applicable local laws and regulations.
  4. Governing Law and Jurisdiction. This Agreement is governed by and interpreted in accordance with the laws of the State of Texas, without regard to its choice or conflicts of law principles. Any legal action, suit, or proceeding arising out of or relating to this Agreement or the Application shall be exclusively brought in the federal courts of the United States or the state courts of Texas, located in Dallas, Texas. By agreeing to this provision, you waive any objections to jurisdiction and venue in such courts. It is important to note that this provision does not supersede the arbitration provisions outlined in this Agreement.
  5. Modification. We reserve the right, at our sole discretion, to amend, modify, or replace this Agreement, including the Privacy Policy, at any time. The most up-to-date version of this Agreement, along with the revision date, will be made available on the Site. If there are material changes to the Agreement, we will notify you by prominently displaying a notice on the Site or by sending an email to the email address associated with your Account. The updated Agreement will never be applied retroactively, and it will specify the exact date when the changes take effect. It is your responsibility to periodically check the Site for any changes to the Agreement. By continuing to use the Services after any modifications to the Agreement, you accept the Agreement as modified. While we reserve the right to refuse, modify, or terminate all or part of our Services, we may also terminate this Agreement at any time and for any reason, at our sole discretion, by providing notice of such termination.
  6. Relationship of the Parties. The relationship between Switch and you established by the TOS is that of independent contractors. All terms and conditions of this TOS will be interpreted in consideration of this independent contractor relationship. As an independent contractor, you do not have the authority to bind Switch to any obligations, including signing agreements on behalf of Switch. Unless expressly provided otherwise in this Agreement, your use of our Services does not create an agency, employment, joint venture, franchise, or partnership relationship between you and Switch. Both parties acknowledge and agree that: (a) they have no authority to bind the other party, (b) neither party shall represent themselves as an employee, agent, or authorized representative of the other party unless expressly permitted in this Agreement, (c) neither party is entitled to receive benefits from the other party except for compensation or fees as specified in this Agreement, and (d) neither party has an obligation to withhold income or payroll taxes on behalf of the other party, and each party is solely responsible for compliance with all applicable state, federal, and local tax laws regarding compensation received from the Services. It is important to note that Switch shall not be liable for any employment issues or disputes between Facilities and Nurses. You agree to indemnify, defend, and hold harmless Switch from any losses incurred as a result of any breach of your obligations under this provision.
  7. Direction, Control. You understand and agree that Nurses have the independent ability to select and accept Shifts at your Facility in accordance with this Agreement. Switch does not direct or control Nurses or Facilities in the performance of Healthcare Services, including any acts or omissions by Nurses or Facilities. Unless otherwise specified in writing, you acknowledge that Nurses are independent contractors operating as self-employed individuals. Additionally, you acknowledge and agree that Switch does not have the right or authority to direct or control the actions or methods you employ in providing Healthcare Services at your Facilities. This includes aspects such as the quality, frequency, and approach to the Healthcare Services. You also recognize that Switch has no authority or control over any Facility, including oversight or supervision of Healthcare Services. Switch does not provide tools of the trade, training, equipment, uniforms, or any other materials to Nurses or Facilities.
  8. Nurse Relationship with Facilities. You acknowledge and agree that as a Facility, you are establishing a direct business relationship with a Nurse. Switch bears no responsibility or liability for the actions or inactions of a Nurse in relation to the provision of Healthcare Services or any other services rendered by the Nurse, whether at your location or elsewhere. You are solely accountable for any obligations or liabilities that may arise from your provision of Healthcare Services to a Nurse or third parties. It is your sole responsibility to take reasonable and appropriate precautions regarding any acts or omissions by you, the Facility, or any third party.
  9. Severability. If any provision of this Agreement is deemed illegal or unenforceable under applicable law, the remaining portion of the provision will be modified to the extent necessary to make it valid and enforceable. Furthermore, all other provisions of this Agreement will remain in full force and effect.
  10. Waiver. The failure or delay of either party to exercise any right or power under this Agreement shall not constitute a waiver of such right or power. Additionally, any partial or single exercise of a right or power shall not prevent further exercise of that right or any other rights under this Agreement. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall take precedence and govern.
  11. Third-Party Sites. The Services may offer the option to access links to other websites or resources on the internet. These links are provided solely for your convenience. If you choose to use these links, you will be directed away from the Services. It is important to note that the inclusion of third-party services or links does not imply control, endorsement, or affiliation with Switch. Any interactions or transactions you have with third parties are solely between you and those parties. Switch will not be held responsible or liable for any content, goods, or services provided on or through these external websites, nor for any issues or difficulties you may encounter while using such websites. Please use these links at your own risk.
  12. Contact. If you have any questions about this Agreement, or feedback, comments, requests for technical support, and other communications related to the Services, please contact us at Support@switchcare.com or at the address set forth below.
    
    Direct Care Source, LLC DBA Switch
    2441 Fort Worth Drive
    Denton, TX 76205
HEALTHCARE FACILITIES
1. FEES AND TAXES
  1. Service Fees. By using the App and Services, Facilities agree to pay Switch the specified fees in exchange for accessing the marketplace platform. The base wages paid to Nurses for their services are solely determined by the Facility and not by Switch. When a Shift Request is completed, the Facility that posted the request is responsible for paying the Nurse the fee stated in the posting (“Professional Services Fee”). The Facility will make the payment to the Nurse through the Service. All fees are denominated in US dollars, unless otherwise indicated. Apart from the base wages, Switch will charge the Facility fees for using the Platform. These fees are established by Switch upon the Effective Date and may be subject to change with a 30-day notice provided to the Facility. Additionally, Switch may impose administrative fees on a one-time, recurring, or periodic basis, including fees required for identity verification or determining eligibility to use the Services (“Switch Administrative Fee”). The amount of these administrative fees may be adjusted at Switch’s discretion, and any changes will be communicated to the Facility in advance through their Account. For the Facility’s convenience, Switch may charge the applicable Switch Administrative Fee and Switch Service Fee to the designated payment method, in addition to the relevant Shift Fees.
  2. Taxes. Unless otherwise specified, all amounts payable under the TOS are exclusive of any applicable Taxes, such as value-added, sales, use, excise, and similar taxes (“Taxes”). It is your sole responsibility to pay all relevant Taxes. In the event that Switch is legally obligated to collect any Taxes, you agree to promptly reimburse Switch upon receiving an invoice. If you are required by law to withhold any taxes from your payments to Switch, you must provide Switch with an official tax receipt or appropriate documentation to substantiate such payments, and you should take reasonable measures to minimize such withholdings.
  3. Conditions for Payment. You have the responsibility to verify and review all work reports submitted by Nurses for Scheduled Shifts at your Facility. Through your Account, you can monitor Shift reports, as well as the Facility status approval process and any updates. Please note that Switch’s role is limited to processing transactions between Facilities and Nurses for Shifts that have been scheduled and verified through the App or Services. If a Facility does not confirm or dispute a Shift Report within 15 days of the Shift, it will be considered accurate and invoiced to the Facility. All invoices are due within thirty (30) days from the date of the invoice (Net 30).
  4. Methods of Payment. When creating an Account, you may be required to provide valid Payment Information, such as credit card details or automated clearinghouse account information. By providing your Payment Information, you authorize Switch and its third-party payment processor to immediately charge you for all charges and payments due to Switch and any Nurse in connection with your Account. You also accept the terms for payment processing established by the third-party payment processor, and you acknowledge that no additional notice or consent is required. Please note that Switch cannot control or be held liable for any fees charged by your bank related to the collection of Professional Services Fees or any fees or charges imposed by third-party payment processing companies used by Switch. It is your responsibility to promptly notify Switch of any changes to your Payment Information, including changes to your billing address for payment purposes. As part of enabling payment processing services, you authorize Switch to access your Account and perform necessary actions to facilitate your receipt of Nurse Healthcare Services as outlined in the Agreement and your relationship with Switch. You also agree to provide accurate, current, and complete information about yourself, and authorize Switch to share this information, along with relevant transaction details, with authorized payment processors to facilitate the payment processing services. Please understand that Switch is solely facilitating payments between Facilities and Nurses for services rendered by the Nurses. As Switch pre-pays your obligation to the Nurse before you receive an invoice from Switch, you acknowledge that you are responsible for paying your invoice by the due date indicated on the invoice. Failure to make timely payments may result in higher future fees charged by Switch, interest on outstanding balances, suspension of service, or removal from the Switch platform altogether. Switch reserves the right to change payment processing vendors or use alternate or backup vendors at its discretion in accordance with the terms of this Agreement and our Privacy Policy
  5. Interest and Costs of Collection. In the event that payments are not made in accordance with the terms of this Agreement, you acknowledge and agree that Switch has the right to charge interest on any outstanding balance from the thirty-first (31st) day after the payment was due. The interest rate applied will be 1.5% per month until the balance is paid in full. If any delinquent payments are referred to an attorney for collection, both parties agree that the arbitration provisions stated in this Agreement will be waived solely for the purpose of collection lawsuits. Consequently, the parties stipulate that any demand for payment will include a flat service fee of $750.00, which covers the cost of initiating the demand for payment. In addition to any outstanding amounts owed, you agree to bear all court costs, reasonable attorney fees, and other necessary expenses incurred by Switch in the collection process.
  6. No Circumvention. You acknowledge that the Platform grants you access to a wide network of Nurses that would otherwise be inaccessible to you. Consequently, intentionally evading the payment of fees to Switch by engaging Nurses directly outside of the Platform, unless it is for full-time employment purposes, is a violation of the TOS. Full-time employment refers to a permanent employment arrangement where the employee works an average of at least thirty (30) hours per week. Furthermore, you are required to promptly notify Switch if a Nurse requests payment through channels other than those provided or specified by Switch. However, it is important to note that the TOS does not prohibit you from directly entering into an employment relationship with Nurses.
  7. Billing Dispute. If you believe Switch made an error in your billing, you have 7 days from the date the invoice was issued by Switch to dispute the invoice. Billing disputes must be sent in writing to ar@switchcare.com.
  8. Refunds. Switch has no obligation to provide refunds or credits, but may grant them in extenuating circumstances in its sole discretion.
2. CANCELLATION POLICY
  1. Cancellations by Facility. Once you have approved or accepted a bid from a Nurse for a specific Shift and a Nurse has been scheduled through the App (referred to as a “Scheduled Shift”), it is your responsibility as the Facility to communicate any cancellations directly with the relevant Nurse using the Services. The Facility must cancel the Shift no later than twenty-four (24) hours before the shift start time to avoid a penalty. Cancellations made with less than 24 hours’ notice will incur a cancellation fee equal to ½ of the scheduled shift to ensure the Nurse is compensated for the lost time. If a shift is canceled while a Nurse is already working, the Facility will be billed for the entire shift. Shifts without a scheduled Nurse can be canceled at any time without penalty.
  2. If the Client cancels a placement for any reason other than performance issues, the Client will be responsible for paying for the remainder of the scheduled contract. In the case of a performance issue, Switch will arrange for a replacement Nurse to complete the remaining term. Placements will automatically renew unless the Client provides Switch with a 7-day written notice of cancellation.
  3. Switch reserves the right to suspend Facilities from the Platform for a determined period of time if they repeatedly cancel Scheduled Shifts, at the discretion of Switch. Please note that Switch is not responsible for the notification settings of your Account or any device you use to access the Services, nor is Switch accountable for your receipt of notifications through the Services. You acknowledge and agree that you are solely responsible for: (i) cancelling shifts of Nurses if the Services are not needed in a timely manner as outlined herein; (ii) ensuring that proper notification settings are enabled in your Account; (iii) maintaining accurate and up-to-date contact information in your Account; and (iv) ensuring the accuracy of Shift availability and other information on the App and Services, as well as the status and fulfillment of all relevant Shifts.

IMPORTANT! Please make sure that you have carefully read and reviewed all the terms and conditions stated in the above TOS before electronically signing, clicking an “agree” or similar button, or using the site (“acceptance”). The TOS constitutes a legally binding agreement between you and Switch. By electronically signing, clicking an “agree” or similar button, or using the site, you confirm that you are of legal age and possess the legal capacity to enter into the TOS. Furthermore, you agree to comply with all the terms and conditions stated or referenced in the TOS. If you do not agree to these terms and conditions, refrain from electronically signing, clicking an “agree” or similar button, and do not use the site. It is necessary for you to accept and adhere to these terms and conditions as presented to you in the TOS.