Care Pro Agreement

This agreement governs the terms under which healthcare professionals work through the OvaShift platform.

1. Parties

This Worker Agreement ("Agreement") is entered into between OvaShift Inc. ("OvaShift") and you, the registered healthcare professional ("Worker"). By completing registration and accepting shifts through the Platform, you agree to this Agreement.

2. Nature of Relationship

Workers who accept shifts through OvaShift are engaged as W-2 employees of OvaShift for each shift worked. OvaShift acts as the employer of record and is responsible for payroll taxes, workers' compensation, and compliance with applicable federal and state employment laws. This relationship does not constitute full-time, part-time, or ongoing employment — each shift engagement is separate.

3. Eligibility Requirements

To remain eligible to accept shifts you must at all times:

• Hold an active, unencumbered license in the state where each shift occurs;
• Maintain all required certifications (e.g., BLS, ACLS, PALS, TNCC) as specified for your role;
• Have a cleared background check on file (updated no less than annually);
• Be eligible to work in the United States and have valid I-9 documentation on file;
• Carry professional liability (malpractice) insurance where required by the Facility; and
• Be free of any active disciplinary proceedings before a state licensing board.

You are responsible for immediately notifying OvaShift if any of the above changes.

4. Compensation

4.1 Base Rate

Your compensation for each shift is displayed on the shift posting before you claim it. Rates are expressed as an hourly base rate plus any applicable differentials (night, weekend, holiday, urgent). The rate confirmed at claim is binding.

4.2 Overtime

Hours worked beyond 40 in a single workweek (Sunday–Saturday) will be compensated at 1.5× your base rate in accordance with the Fair Labor Standards Act. State overtime laws will apply where more favorable to you.

4.3 Payment Schedule

Upon Facility approval of your timesheet, OvaShift will process payment within one business day via ACH direct deposit to your registered bank account. Same-day pay availability is subject to your bank's processing times. OvaShift is not responsible for delays caused by your financial institution.

4.4 Payroll Deductions

OvaShift will withhold applicable federal, state, and local income taxes, as well as FICA (Social Security and Medicare), from your gross pay. You will receive a W-2 form by January 31 each year for all prior-year earnings through the Platform.

5. Shift Commitments & Cancellations

5.1 Commitment

Claiming a shift creates a binding commitment to complete it. You represent that you are available and qualified for the shift at the time of claim.

5.2 Cancellation Policy

• More than 24 hours before shift start: No penalty. Shift is released back to the marketplace.
• 4–24 hours before shift start: First cancellation in a rolling 90-day period: warning. Second and subsequent: temporary platform suspension of up to 7 days.
• Less than 4 hours before shift start (no-show or last-minute): Cancellation fee of up to $75 may be deducted from future earnings; account suspension pending review.

Cancellations due to documented medical emergencies, family emergencies, or natural disasters are reviewed case-by-case and may be excused.

6. Conduct at Facility

While working at a Facility through OvaShift, you must:

• Follow the Facility's policies, procedures, and chain of command;
• Wear required identification and PPE at all times;
• Maintain patient confidentiality in compliance with HIPAA;
• Report to the designated supervisor and complete a proper handoff at end of shift;
• Document care only in authorized systems using your own credentials; and
• Never work beyond your licensed scope of practice.

OvaShift has zero tolerance for abuse, harassment, discrimination, substance use on duty, or falsification of timesheets. Violations will result in immediate termination from the Platform and may be reported to state licensing boards.

7. Timesheets & Clock-In

You must clock in and clock out using the OvaShift mobile app. GPS verification is used to confirm on-site presence. Manual timesheet adjustments require Facility supervisor authorization. Falsification of clock-in/out records constitutes grounds for immediate termination and may constitute fraud under applicable law.

8. Non-Solicitation

During the term of this Agreement and for 12 months after your last shift through OvaShift, you agree not to solicit or accept direct engagement from any Facility you were introduced to through OvaShift, without OvaShift's prior written consent. Off-platform arrangements circumvent our fee structure and harm the platform community.

9. Intellectual Property

Any feedback, suggestions, or ideas you submit to OvaShift become OvaShift's property and may be used without obligation to you.

10. Termination

Either party may terminate this Agreement at any time. OvaShift may immediately deactivate your account for breach of this Agreement, failure to maintain required credentials, or conduct that endangers patients or staff. Termination does not affect your right to receive payment for shifts already completed.

11. Governing Law

This Agreement is governed by the laws of the State of Texas. Disputes are subject to the arbitration provision in OvaShift's Terms of Service.

12. Contact

Worker support: workers@ovashift.com · 528 Chelmsford Street, Floor 2, Lowell, MA 01851