Terms of Service

Please read these Terms carefully before using OvaShift. By accessing or using the platform you agree to be bound by them.

1. About OvaShift

OvaShift Inc. ("OvaShift," "we," "us") operates an online marketplace that connects licensed healthcare professionals ("Workers") with healthcare facilities ("Facilities") for per-diem and short-term staffing engagements. These Terms of Service ("Terms") govern your access to and use of the OvaShift website at ovashift.com, mobile applications, APIs, and related services (collectively, the "Platform").

2. Eligibility

You must be at least 18 years of age to use the Platform. By using OvaShift you represent that:

• You are legally authorized to work in the United States;
• You have the full legal capacity to enter into a binding contract;
• You are not barred from using the Platform under applicable law; and
• Any information you provide is accurate, complete, and current.

Workers must hold all applicable state licenses, certifications, and clearances required to practice their stated clinical role. OvaShift reserves the right to verify credentials at any time and to suspend or terminate accounts where credentials cannot be confirmed.

3. Account Registration

You must create an account to access most features. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You agree to notify us immediately at support@ovashift.com of any unauthorized use.

Each person or entity may maintain only one active account. OvaShift may suspend or terminate duplicate accounts.

4. Worker Terms

4.1 Independent Contractor vs. Employment

The nature of the working relationship between Workers and Facilities is determined by the Worker Agreement executed at onboarding. In certain engagements Workers are classified as W-2 employees of OvaShift or a designated employer of record; in others they are independent contractors. OvaShift will clearly communicate the applicable classification prior to the start of each engagement.

4.2 Credential Maintenance

Workers are solely responsible for maintaining valid, unexpired licenses, certifications (including BLS, ACLS, PALS, etc.), malpractice insurance where required, and any state-mandated background clearances. Failure to maintain required credentials will result in immediate suspension from the Platform.

4.3 Shift Commitments

Once a Worker claims a shift, they are committed to completing it. Cancellations within 4 hours of shift start without documented emergency may result in penalties including reduction in platform priority, temporary suspension, or deduction of a cancellation fee as set out in the Worker Agreement.

5. Facility Terms

5.1 Facility Accounts

Facilities must be duly licensed healthcare organizations operating in compliance with all applicable state and federal regulations, including CMS Conditions of Participation where applicable.

5.2 Posting Shifts

Facilities represent that shifts posted on the Platform reflect genuine staffing needs, accurately describe the role, unit, required certifications, and hours, and comply with applicable labor laws including minimum wage and overtime requirements.

5.3 Billing

Facilities are billed at the rates confirmed at the time of shift posting. Invoices are issued per billing cycle as set out in the Facility Agreement. Disputed charges must be raised within 10 business days of invoice date.

6. Prohibited Conduct

You agree not to:

• Use the Platform for any unlawful purpose or in violation of these Terms;
• Circumvent the Platform to hire or engage Workers or Facilities directly ("off-platform" arrangements) without OvaShift's consent;
• Post false, misleading, or fraudulent information, including false credentials;
• Harass, abuse, or discriminate against other users;
• Scrape, crawl, or otherwise extract data from the Platform without our written consent;
• Introduce viruses, malware, or any other harmful code; or
• Attempt to gain unauthorized access to any part of the Platform or its infrastructure.

7. Intellectual Property

The Platform and all its content — including software, text, graphics, logos, and data — are owned by OvaShift or its licensors and are protected by copyright, trademark, and other intellectual property laws. You may not copy, reproduce, modify, distribute, or create derivative works without our prior written consent.

You grant OvaShift a non-exclusive, worldwide, royalty-free license to use, display, and process any content you submit to the Platform solely for the purpose of operating and improving the Platform.

8. Payments & Fees

OvaShift charges Facilities a platform fee for each successfully completed shift. Workers receive the base rate plus any differential agreed at the time of shift posting. Detailed fee schedules are provided in the Facility Agreement and Worker Agreement respectively. OvaShift reserves the right to adjust fees with 30 days' written notice.

9. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. OVASHIFT DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT WORKERS WILL BE AVAILABLE FOR ANY GIVEN SHIFT, OR THAT ANY CREDENTIAL VERIFICATION WILL BE INFALLIBLE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OVASHIFT AND ITS AFFILIATES, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR DATA, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF $100 OR THE FEES PAID BY YOU TO OVASHIFT IN THE THREE MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless OvaShift and its affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with your use of the Platform, your violation of these Terms, or your violation of any rights of a third party.

12. Dispute Resolution & Arbitration

Any dispute arising out of or relating to these Terms or the Platform will first be subject to good-faith negotiation. If unresolved within 30 days, the dispute shall be submitted to binding individual arbitration under the American Arbitration Association Commercial Arbitration Rules, held in Austin, Texas. You waive any right to participate in a class action.

13. Governing Law

These Terms are governed by the laws of the State of Texas, without regard to its conflict of law provisions.

14. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by email or platform notice at least 14 days before the changes take effect. Continued use of the Platform after the effective date constitutes acceptance.

15. Contact

OvaShift Inc. · legal@ovashift.com · 528 Chelmsford Street, Floor 2, Lowell, MA 01851