On call for Care Contractor Addendum
1. The Contractor Relationship
This Contractor Addendum is an addendum to the Agreement between you and the On Call for Care Networking Platform (“On Call for Care”). It sets forth additional terms and conditions applicable to your provision of User Services through On Call for Care. You acknowledge and agree that On Call for Care is a technology service that does not provide healthcare services or employ healthcare providers who utilize its technology platform. You acknowledge and agree that your use of the platform and/or services creates a direct business relationship between you and On Call for Care. Except as otherwise expressly provided herein with respect to On Call for Care acting as the limited payment collection agent solely for the purpose of collecting payment from facilities on your behalf, the relationship between the parties under this agreement is solely that of contracting parties. You and On Call for Care each hereby acknowledge and agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between On Call for Care and you; and (b) no joint venture, partnership, or agency relationship exists between On Call for Care and you.
2. Defined Terms
The following terms herein have the meaning set forth in the Agreement.
“Company Data” means all data related to the access of the On Call for Care platform and use of the Services thereunder, including all data related to the Shifts and Facility information.
“Facility” means any entity that operates a healthcare Facility and/or the entity that provides healthcare Services to patients that are authorized by On Call for Care to use the Services for the purpose of obtaining healthcare Services offered by contractors like you.
“Facility Information” means ANY information about a Facility made available to you in connection with a Facility’s Shift request for healthcare Services which may include, but is not limited to, the Facility’s name, address, and contact information.
“Healthcare Services” means the healthcare Services provided by you that are requested, bid on, and accepted through the On Call for Care Platform.
“Services” means the access and use of the Platform and On Call for Care’s career profiling matrix that will introduce you to related Services which will enable you and facilities to seek, request, receive, bid on, approve, accept, reject, and/or fulfill on-demand work assignments for available independent contractors who are qualified and credentialed licensed healthcare providers to perform healthcare Services for Facilities seeking healthcare Services.
“User” is a person who utilizes or accesses the On Call for Care platform or performs Shifts.
“Shift” is a work assignment or in other words, it is the provision of Healthcare Services by independent contractors who are qualified and credentialed licensed healthcare providers to a Facility in accordance with the description of the above Healthcare Services, including the type, the date, time, duration, and location, that are requested, bid on, received, approved, accepted, and fulfilled through the use of the Services.
“Territory” means the city, metro area, and state in the United States of the location of the Facility at which work assignments or Shifts are to be fulfilled by independent contractors who are qualified and credentialed licensed healthcare providers.
3. The Use of Services
You may view portions of the Services without registering an On Call for Care account (“Account”) through the Platform, but as a condition of using certain aspects of the Services, for instance scheduling a Shift, you are required to create an Account by submitting your name, address, phone number, email address, password, personal and professional credentials, like your social security number, driver license number, alternative names, and completing the ‘Contractor Consent to Background Check’ form. When creating an account, you shall provide accurate, complete, and current registration information. Failure to do so shall constitute a breach of this agreement, which may result in immediate termination of your account and use of the services. within your account, you will be able to set your preferences, upload your licenses, registrations, certifications, credentials, or any other authorizations necessary to perform healthcare services (“Credentials”) and other information necessary to use the services, view shifts, bid for and accept shifts, communicate with On Call for Care and facilities, submit completed shift confirmations, and otherwise manage your account. You acknowledge and agree that On Call for Care is authorized to provide facilities you bid to work for access to view your credentials which is including personal and professional information and any other information that may be necessary to make an informed decision to accept or fulfill a shift for such facilities. You and you alone are responsible for uploading and maintaining your information in your account. Failure to maintain accurate, complete, and current information in your account may result in restrictions on your account or account termination. You recognize that On Call for Care utilizes an online scheduling system that allows you direct access to shifts that are advertised by facilities and that all requests, bids, approvals, confirmations, and cancellations for Shifts are done so ONLY through the Platform. You and you alone are responsible for ensuring the accuracy of your schedule within the Platform.
On Call for Care retains the right to terminate, deactivate, or otherwise restrict you from accessing or using your account, the platform, and/or the Services in the event of a violation of an alleged violation of this agreement, including repeated failures to complete accepted Service requests which is a violation of our Community Guidelines, your disparagement of On Call for Care or any of its affiliates, your act or omission that causes harm to On Call for Care or its Affiliates’ respective brand, reputation or business as determined by On Call for Care in its sole discretion. On Call for Care holds the right to terminate or suspend your access to all or part of the platform for any or no reason, including without limitation, any violation of the Terms of Service. These content standards apply to any and all Contractor User Contributions and use of the platform. User Contributions must, in their entirety, comply with all applicable federal, state, local, and international laws, ordinances, rules and regulations. Without limiting the foregoing, User Contributions must not: (1) Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable to a reasonable person. (2) Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. (3) Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person. (4) Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may conflict with this agreement and the Privacy Policy. (5) Be likely to deceive any person. (6) Promote any illegal activity, or advocate, promote, or assist any unlawful act. (7) Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other reasonable person. (8) Impersonate any person or misrepresent your identity or affiliation with any person or organization. (9) Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising. (10) Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS ON CALL FOR CARE AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. We do not undertake to review all material before it is posted on the Platform and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any User or third party. We have no liability or responsibility to anyone for the performance or nonperformance of the activities described in this section.
You agree that your use of the Services on the On Call for Care platform shall be contingent upon the successful completion of a background check as well as a drug screen analysis if required by certain facilities and, including but not limited to OIG, GSA, EMR, and County Criminal checks. In accordance with these terms, you must complete the ‘Contractors Background Check Approval’ form. You agree that you will be responsible for the costs of the background check and that your first Shift after the background check is conducted will be subject to a withholding of $25.00 for reimbursement of background costs and $45 for reimbursement of the drug screen costs if applicable. On Call for Care does not guarantee the availability of Shifts or any number of Shifts.
Do Not Return (“DNR”) is a term used by both you and/or the Facility to express the disinterest in having the contractor or “You” perform another Shift for the Facility. At any time, you or a Facility may request a DNR for whatever reason you or they deem necessary. If in the direct care of a patient who suffers a Sentinel Event, a “Sentinel Event” is defined as an occurrence in which a patient unexpectedly has loss of life or limb, and after any such emergency related to the Sentinel Event ends, you agree to immediately contact On Call for Care’s HOTLINE and supply details to the event and its occurrence.
4. Cancellation Policy
You may cancel any request or offer for a specific Shift prior to acceptance and/or approval of such Shift by the applicable Facility. Once you are approved or accepted for a specific Shift, you must communicate any cancellations directly with the applicable Facility as well as your account manager. Failure to perform an accepted and approved shift may result in the deactivation of your account. You acknowledge and agree that Facilities may cancel an otherwise scheduled Shift in accordance with the terms, conditions, and payment obligations, if any, found in Section 4 of this Contractor Addendum. For purpose of payment and a time stamp, shift cancellations are to be done solely through the On Call for Care Platform. Once the Shift cancellation protocols have taken place within the platform On Call for Care asks that you take extra steps to notify key people (Administration, Director of Nursing, ADON, Supervisor, etc.) at the facility to make sure they know you have made a cancellation to their schedule. Also, you should ensure proper notification settings are enabled in your Account to be notified if there has been a change in an approved or accepted Shift or if a Shift on which you have requested or offered to work has been approved, accepted, or modified by the applicable Facility. On Call for Care is not responsible for your notification settings (i.e. text messages, emails, etc.) or the receipt of any notifications. You acknowledge and agree that you alone, and not On Call for Care, are responsible for enabling proper notification settings and ensuring your accurate and current contact information is in your Account. Additionally, you alone are responsible for ensuring the accuracy of your Shift schedules and availability on the Platform and the status and fulfillment of all Shifts for which you have requested and/or bid and for which an applicable Facility has accepted or approved.
5. Financial Terms
Prior to accepting a Shift, you are entitled to the hourly rate shown in the posted Shift (“Shift Rate”). On the platform, you may request or make offers for Shifts, the times that you are needed, and your geographic region. If a Facility chooses you for a Shift, you will be paid the Shift Rate for as many hours as you work (“Shift Fee”) subject to any adjustments pursuant to this Agreement and/or the Cancellation Charges provisions discussed in more detail below. The Revenue Sharing Fee (as defined below) plus the Shift Fee will be the total fee charged to the Facility (“Shift Fee”). You acknowledge and agree that the Shift Fee, including any agreed-upon adjustment, is the only payment you will receive in connection with each Shift. You: (i) appoint On Call for Care as your limited payment collection broker solely for the purpose of accepting the Shift Fee, and, depending on the Territory and/or if requested by you, applicable taxes and fees from the Facility on your behalf via the payment processing functionality facilitated by the On Call for Care Services; and (ii) agree that payment made by Facility to On Call for Care (or to an Affiliate of On Call for Care acting as an agent of On Call for Care) shall be considered the same as payment made directly by Facility to you. You shall always have the right to request that On Call for Care, on your behalf: (i) charge a fee that is less than the pre-arranged Shift Fee; or (ii) negotiate, at your request, a Shift Fee that is lower than the prearranged Shift Fee (each of (i) and (ii) herein, a “Negotiated Fee”). On Call for Care shall consider all such requests from you in good faith. If you have separately agreed with On Call for Care that other amounts may be deducted from the Shift Fee prior to remittance to you – including the two reimbursements fees for the background check and drug screen, if applicable, upon onboarding and subsequently yearly after that and that these reimbursements will be split over two Shifts – the order of any such deductions from the Shift Fee shall be determined exclusively by On Call for Care (as between you and On Call for Care). In consideration of On Call for Care’s provision of the Services for your use and benefit hereunder, you agree to allow On Call for Care to collect a Service fee on a per Shift basis calculated on a variable percentage of the Shift Fee as provided to you via email or otherwise made available electronically by On Call for Care from time to time for the applicable Facility or Territory (“Revenue Sharing Fee”). In the event regulations applicable to the Territory in which you fulfill a Shift requires taxes to be calculated on the Shift Fee, On Call for Care shall calculate the Revenue Sharing Fee based on the Shift Fee net of such taxes. On Call for Care reserves the right to change the Revenue Sharing Fee at any time at On Call for Care’s discretion and On Call for Care will provide you with notice in the event of such change. Continued use of the Services after any such change in the Revenue Sharing Fee calculation shall constitute your consent to such change. You acknowledge and agree that Facilities may, up to two (2) hours prior to the scheduled start of any Shift that you have accepted and scheduled through the Platform, elect to cancel the accepted Shift without incurring any financial liability. In the event that a Facility cancels an accepted and scheduled Shift any time two (2) hours or after the scheduled start time (“Cancelation Charges”) indicated in the applicable Shift listing or if the Facility cancels a Shift after you have arrived and begun fulfilling such Shift but prior to you having made contact with any patients, you will be compensated by Facility for the greater of (a) two (2) hours or (b) the total number of hours actually worked, at the applicable rate. If the Facility cancels the Shift after you have made contact with patients on behalf of the Facility, you shall be compensated by Facility for the greater of (a) four (4) hours or (b) the total number of hours actually worked at the applicable rate. You agree that the foregoing payments are the only payments, if any, that you will be entitled to receive because of a Facility canceling a Shift. Upon the beginning of any Shift, You and You alone are responsible for clocking in utilizing the On Call for Care platform and You and You alone are responsible for clocking out utilizing the On Call for Care platform upon completion of any Shift from any mobile or any device that will allow you to access www.On Call for Care.com, to log-in with your own credentials. You shall submit to On Call for Care a Shift record confirmation, satisfactory to the Facility, for the Facility’s approval. You must monitor such Shift record verification process through On Call for Care’s online dashboard on the Platform. Any Shift completed that was not scheduled through the Platform will not be paid or payable by or through On Call for Care. On Call for Care facilitates payments to you from the Facility for Healthcare Services you provide during Shifts via daily pay card or Automated Clearing House (“ACH”) deposit to your choice of banking account either a savings account or checking account, but no ACH will be able to go into an account similar to a daily pay card account. On Call for Care makes payments via direct wire Monday – Friday onto a Rapid! PayCard. There is no initial fee for your first card, but you will be charged $14.95 plus shipping and handling if you require a replacement card. For each time that you are paid pursuant to this Agreement via a Rapid! PayCard, there is a $2.95 transaction fee to load the card. ACH deposit payments are distributed each Monday following the Monday through Sunday workweek and each Tuesday following a national bank holiday that falls on a Monday like but not limited to MLK Day, President’s Day, Memorial Day, Labor Day, and Columbus Day. On Call for Care will always work hard to make sure that Facilities are happy with the Services provided by qualified and credentialed licensed healthcare providers during Shifts, but we understand that issues may arise. When a Facility is not satisfied with a qualified and credentialed licensed healthcare provider’s Services that are provided during a Shift, and such dissatisfaction is reported to On Call for Care we may, at our discretion, issue a refund or adjust the Shift Fee, and any components thereof, for such Shift. As a result, this may affect the amount paid to qualified and credentialed licensed healthcare providers, such as yourself. We call these instances “Shift Disputes.” A Shift Dispute includes but is not limited to, the following: (a) when the qualified and credentialed licensed healthcare provider was incapable of or unwilling to adequately perform the Services agreed to for the Shift; (b) when the licensed healthcare provider inaccurately inputs the hours worked for a given Shift into the On Call for Care system, on any Shift record confirmation or otherwise, and, as a result, was or may be overpaid for the Shift; (c) if during the Shift, the licensed healthcare provider did not comply with safety or health standards that were required given the nature of the particular Shift or otherwise fails to comply with applicable law or the applicable Facility’s standards, policies, practices, and procedures governing applicable to Provider in the fulfillment of such Shift. If a Facility submits a Shift Dispute, On Call for Care will investigate the matter. After we receive a Shift Dispute, we will contact you for you to provide any information regarding the matter. In the event that you are paid more for any Shift than is called for by the Shift Fee, as adjusted pursuant to this Agreement due to any inaccuracies on a Shift record confirmation, as a result of a Shift Dispute, or otherwise, whether through clerical or technology error or otherwise, you agree and understand that On Call for Care may recover the amount of overpayment through deduction(s) from future payments for other Shifts or any other legal means available to On Call for Care. Unless you and On Call for Care otherwise agree in writing to a series of smaller deductions in specified amounts, any such deduction(s) will be equal to, but never exceed, the amount of the overpayment. As part of the On Call for Care Services, On Call for Care provides you a system through the Platforms for the submission of Shift record confirmations for which receipts are then submitted by On Call for Care, on your behalf, to Facilities for Shifts completed. Upon your completion of a Shift for a Facility, and your successful submission of a Shift record confirmation in accordance with this Agreement, On Call for Care prepares an applicable receipt and issues such receipt to the Facility via email on your behalf. Such receipts are also provided to you via email or are available through the Platforms. Receipts include the breakdown of amounts charged to the Facility for the Shifts and may include specific information about you, including your name, contact information, as well as a description of the Healthcare Services provided. You must notify On Call for Care, in writing, of any and all errors or inaccuracies in any such receipt within five (5) business days after the earlier of On Call for Care emails you the applicable receipt or makes the applicable receipt available to you on the Platforms. Absent such a notice, On Call for Care shall not be liable to you for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Shift Fee or any payments that may be owed to you by the Facility pursuant to this Agreement.
You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, On Call for Care and its Affiliates may seek to attract new Facilities to use the Services and to increase existing Facilities’ use of the Services. Such advertising and marketing may include the use of your information in accordance with the Privacy Policy. You acknowledge and agree such advertising or marketing does not entitle you to any payments or additional monetary amounts beyond the payments or amounts expressly set forth in this Agreement. You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities and/or obligations related to your completion of Shifts as required by applicable law; and (b) provide On Call for Care with all relevant tax information. You further acknowledge and agree that you are responsible for the filing and payment of all taxes on your own income arising from the performance of Shifts.
6. Non-Discrimination
On Call for Care does not discriminate! We do not discriminate on the following but will not be limited to the following: on the basis of sex, color, race, national origin, religion, gender, gender identity, marital status, age, and/or sexual orientation…
7. Modifications, Changes, Waivers, Assignments & Notices
We may revise and update this Agreement from time to time at our sole discretion. In the event, On Call for Care revises or updates the terms and conditions of this Agreement, or any Supplemental Terms (as defined below), at any time, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Your continued use of the Platform and/or Services following the posting or emailing of the revised Agreement shall constitute your acceptance of and agreement with such revisions and updates. We will notify you of any changes by posting the updated Agreement on the Platform or by emailing you in accordance with this Agreement. Updated versions of the Agreement will never apply retroactively, and the updated Agreement will give the exact date they go into effect. Significant changes, as determined by On Call for Care in its sole reasonable discretion, will go into effect no less than thirty (30) days after we notify you. You are expected to check this page frequently, so you are aware of any changes, as they are binding on you. We may update the content on the Platform from time to time, but their content is not necessarily complete or up-to-date. Any of the material on a Platform may be out of date at any given time, and we are under no obligation to update such material. On Call for Care may, in its sole reasonable discretion, determine that supplemental terms will apply to your use of the Platform and/or Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time by On Call for Care in accordance with this Agreement (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict. No waiver by On Call for Care of any term or condition set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of On Call for Care to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that you and On Call for Care shall remain bound by all other provisions hereof. This Agreement is personal to you and is not assignable or transferable by you except with On Call for Care’s prior written consent. Any assignment in violation of this Agreement shall be null and void. On Call for Care may assign, transfer, or delegate this Agreement or any or all of its rights or obligations under this Agreement without consent. This Agreement, including all Supplemental Terms and the Privacy Policy, constitutes the entire agreement and understanding between you and On Call for Care with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. The recitals are a part of this Agreement. In this Agreement: (a) the words “including” and “include” mean “including, but not limited to.” (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; (d) each definition herein includes the singular and the plural and any reference to the singular in this Agreement shall also include the plural and vice versa; and (e) each reference herein to any gender includes the masculine, feminine and neutral where appropriate. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. Except as expressly provided otherwise, there are no third-party beneficiaries to this Agreement, and nothing contained in this Agreement is intended to or shall be interpreted to create any third- party beneficiary claims. Any notice delivered by On Call for Care to you under this Agreement will be delivered by (a) email to the email address designated by you in your Account or (b) by posting on the Platforms or on a portal that is available to you through a Platform. Any notice delivered by you to On Call for Care under this Agreement shall be delivered by contacting On Call for Care at info@OnCallForCare.com or by mail to On Call for Care LLC, Attn: Support, 2300 Olympia Dr., #270329, Flower Mound, TX 75027.