Terms and Conditions of Use of Bupple, Inc. Site and Services

Thank you for visiting the Bupple Site, www.bupple.io, as well as the software application (the “Site”), owned and operated by Bupple, Inc. and its affiliates, (collectively, “Bupple,” “we,” or “our”). You should not access or use this Site until you have carefully read and agreed to these terms and conditions, which consist of four sections: (i) terms applicable to all Users of the Site (the “Site Use Terms”), (ii) terms applicable only to Professionals (defined below) (the “Professional Terms”), and (iii) terms applicable only to Clients (defined below) (the “Client Terms”). For the avoidance of any doubt, the Site Use Terms apply to all Users, including all Professionals (defined below), both the Site Use Terms and the Professional Terms apply to Professionals, and both the Site Use Terms and the Client Terms apply to Clients. Collectively the Site Use Terms, the Professional Terms and the Client Terms may be referred to as the “Terms.”

Bupple provides the Site, an online platform linking professionals seeking to provide professional services (the “Professional Services”) and businesses utilizing Professionals from the Bupple Platform to perform Professional Services at such business facilities. “User,” “Users,” “you,” or “your” refer to all persons who access or use the Site, including but not limited to Professionals and Clients. “Professionals” refers to those professionals, including Professionals, who registered with Bupple through the Site to provide Professional Services to the Clients. “Professionals” refers to those Professionals who are Professionals. “Client” or “Clients” refer to those business utilizing Professionals from the Bupple Platform that registered with Bupple through the Site to engage Professionals to provide Professional Services at the Clients.

By visiting the Site, you and other Users agree to the Site Use Terms. If you do not agree to the Site Use Terms, you may not access or use the Site. We may modify the Site Use Terms from time to time without notice to you by posting revised Site Use Terms on the Site with a new effective date. We include the effective date of our Site Use Terms at the top of the Site Use Terms. We encourage you to check our Site frequently to see the current Site Use Terms in effect and any changes that may have been made to them. By visiting the Site following any modifications to the Site Use Terms, you agree to be bound by such modifications.

The Terms govern the permitted and prohibited access to and uses of the Site and the respective rights of Bupple and the Users with regard to the Site. Bupple provides you with access to and use of the Site subject to your compliance with the Terms. The provisions contained herein supersede all previous notices or statements regarding our Terms.

We may modify the Professional Terms or Client Terms as required by the development of our business and with notice to the respective Professionals or Clients. We include the effective date of our Professional Terms and Client Terms at the top of the respective Professional Terms and Client Terms. Such modifications to the Professional Terms or Client Terms shall take effect, and be binding on Professionals and Clients, respectively, thirty (30) days after such notification.

You agree to comply with all applicable laws, rules, and regulations in connection with your access and use of the Site.

A. SITE USE TERMS

Effective Date: February 8, 2024

1. User Age and Access

By submitting information through the Site, you represent that you are a United States resident over the age of 18.

2. License

The Site, including all of its contents, such as text, images and the HTML used to generate the pages (“Materials”), is our property or that of our suppliers or licensors and are protected by patent, trademark and/or copyright under United States and/or foreign laws. Except as otherwise provided herein, you may not use, download, upload, copy, print, display, perform, reproduce, publish, modify, delete, add to, license, post, transmit, or distribute any Materials from the Site in whole or in part, for any public or commercial purpose, without the specific written permission of Bupple. We grant you a personal, non-exclusive, non-transferable license to access our Site and to use the information contained here. In turn, you grant us a non-exclusive, royalty-free license to use any content you post on the Site for any purpose, subject to the express terms of these Site Use Terms.

3. Rules and Limits on and Modifications to the Site

We reserve the right, for any reason, in our sole discretion and without notice to you, to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, information, data, text, music, sound, photographs, graphics, video, messages or other materials (“Content”), features and/or hours of availability, and we will not be liable to you or to any third party for doing so. We may also impose rules for and limits on use of the Site or restrict your access to part, or all, of the Site without notice or penalty. We have the right to change these rules and/or limitations at any time, in our sole discretion.

1. Specific Prohibited Uses. The Site may be used only for lawful purposes. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Site. Bupple specifically prohibits any use of the Site, and requires all Users to agree not to use the Site, for any of the following:

• Posting any information that is incomplete, false, inaccurate, or not your own, such as creating a fictional account;

• Impersonating another person, such as creating an account for a person other than yourself;

• Constituting or encouraging conduct that would constitute a criminal offense, giving rise to civil liability or otherwise violate any city, state, national or international law or regulation or that fails to comply with accepted Internet protocol;

• Posting material that is copyrighted or otherwise owned by a third party unless you are the copyright owner or have the permission of the owner to post it;

• Posting material that reveals trade secrets, unless you own them or have the permission of the owner;

• Posting material that infringes on any other intellectual property, privacy, or publicity right of another;

• Transmitting or transferring (by any means) information or software derived from the Site to foreign countries or certain foreign nations in violation of United States export control laws; and

• Attempting to interfere in any way with the Site’s or Bupple’s networks or network security or attempting to use the Site’s service to gain unauthorized access to any other computer system.

b. Non-Solicitation. You acknowledge and agree that Bupple provides Users with a valued service in presenting Professionals to Clients. In return, to the extent consistent with applicable state law, Professionals shall not solicit or accept either a temporary engagement or permanent position directly with a Client, or an Affiliate of a Client, that was the subject of an Introduction to such Professional for a period of one (1) year after the date of the Introduction unless Client pays Bupple a Reassignment Fee, as defined in each Client’s agreement with Bupple. For purposes of this Section 3(b), an “Affiliate” of a Client includes, but is not limited to, an organization or person that has any form of direct or indirect business relationship with such Client, any entity comprised of one or more owners of such Client, or any successor to or assignee of such Client. For purposes of this Section 3(b), an “Introduction” shall be deemed to have occurred when a Professional has initiated contact with a Client and when a Client has initiated contact with a Professional through the Bupple platform, regardless of whether there is a response to the initiated contact and regardless of whether the contact or any response is initiated or conducted through the Site or otherwise. In the event that there is any conflict or inconsistency between this Section 3(b) and the terms and conditions contained in the Professional Terms or another agreement between an individual Professional and Bupple, the Professional Terms as applicable or such other agreement as applicable shall control.

c. Security Rules. Violations of system or network security may result in civil or criminal liability. Bupple will investigate occurrences and may involve, and cooperate with, law enforcement authorities in prosecuting the User or Users who are involved in such violations. You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, the following:

• Accessing data not intended for you or logging into a server or account that you are not authorized to access;

• Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;

• Attempting to interfere with service to any User, host, or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding,” “mailbombing,” or “crashing,” or sending unsolicited e-mail, including promotions and/or advertising of products or services; or

• Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.

4. Privacy Policy; User Information

In the course of your use of the Site, you may be asked to provide certain information to us. Bupple’s use of any information you provide via the Site shall be governed by our Privacy Policy available here. We urge you to read our Privacy Policy. You acknowledge and agree that you are solely responsible for the accuracy and content of such information.

5. International Use

We control and operate the Site from our offices in the United States, and all information is processed within the United States. We do not represent that Materials on the Site are appropriate or available for use in other locations. Users who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. Without limiting the generality of the foregoing, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

6. Proprietary Rights

As between you and Bupple, (or other company whose marks appear on the Site), Bupple (or the respective company) is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing on the Site, and is the copyright owner or licensee of the Content and/or information on the Site, unless otherwise indicated.

Except as otherwise provided herein, use of the Site does not grant you a license to any Content, features or Materials you may access on the Site and you may not modify, rent, lease, lend, sell, distribute or create derivative works of such Content, features or Materials, in whole or in part. No Material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except for as specifically allowed in the Site. Any commercial use of the Site is strictly prohibited, except as allowed herein or otherwise approved by us. You may not download or save a copy of any of the Content or screens for any purpose except as otherwise authorized by Bupple. If you make use of the Site, other than as provided herein, in doing so you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. We do not grant any license or other authorization to any User of our trademarks, registered trademarks, service marks, copyrightable material, or intellectual property by including them on the Site.

The information on the Site including, without limitation, all site design, text, graphics, interfaces, and the selection and arrangements is protected by law, including copyright law.

Product names, logos, designs, titles, words, or phrases may be protected under law as the trademarks, service marks or trade names of Bupple or other entities. Such trademarks, service marks and trade names may be registered in the United States and internationally.

The Bupple logos and service names are trademarks of Bupple (the “Bupple Marks”). Without Bupple’s prior permission, you agree not to display or use the Bupple Marks in any manner. Nothing on the Site should be construed to grant any license or right to use any Bupple Mark without the prior written consent of Bupple.

7. Links from and to the Site

You may be able to link to third party websites (“Linked Sites”) from the Site. Linked Sites are not, however, reviewed, controlled, or examined by Bupple in any way and Bupple is not responsible for the content, availability, advertising, products, information or use of user information or other materials of any such Linked Sites, or any additional links contained therein. These links do not imply Bupple’s endorsement of, or association with, the Linked Sites. It is your sole responsibility to comply with the appropriate terms of service of the Linked Sites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security, and export laws related to the use of such Linked Sites and any content contained thereon. In no event shall Bupple be liable, directly, or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites. You should direct any concerns to that site’s administrator or Webmaster. Bupple reserves the exclusive right, at its sole discretion, to add, change, decline or remove, without notice, any feature or link to any of the Linked Sites from the Site and/or introduce different features or links to different Users. Permission must be granted by us for any type of link to the Site. To seek our permission, you may write to us at the address below. We reserve the right, however, to deny any request or rescind any permission granted by us to link through such other type of link and to require termination of any such link to the Site, at our discretion at any time.

8. Representation and Warranty; Indemnity

You represent and warrant to Bupple that any information or materials You post on or transmit through the Site for any purpose will not infringe on the intellectual property rights or violate any other rights of any third party.  You agree to defend, indemnify and hold Bupple, its directors, officers, employees, agents and affiliates harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees, in any way arising from, related to or in connection with your use or misuse of the Site, your violation of these Site Use Terms or the posting or transmission of any materials on or through the Site by you, including, but not limited to, any third party claim that any information or materials you provide infringes any third party proprietary right.

9. DISCLAIMER OF WARRANTIES REGARDING SITE

YOU UNDERSTAND AND AGREE THAT:

THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTION AND MATERIALS, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUPPLE DOES NOT WARRANT THAT THE SITE OR THE FUNCTIONALITY, CONTENT OR MATERIALS MADE AVAILABLE THEREBY WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. BUPPLE MAKES NO WARRANTY THAT THE SITE WILL MEET USERS’ EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE OPERATION OF THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

BUPPLE DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY OR ON BEHALF OF THIRD PARTIES ON OR THROUGH THE SITE. BUPPLE IS NOT A PARTY TO, AND DOES NOT MONITOR, ANY TRANSACTION BETWEEN USERS AND THIRD PARTIES THAT IS WITHOUT THE DIRECT INVOLVEMENT OF BUPPLE.

10. LIMITATION OF LIABILITY

IN NO EVENT SHALL BUPPLE, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTION RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES, OR COST OF SUBSTITUTE SERVICES, EVEN IF BUPPLE OR ITS REPRESENTATIVE OR SUCH INDIVIDUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF BUPPLE TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE SITE USE TERMS OR YOUR ACCESS TO OR USE OF THE SITE EXCEED, IN THE AGGREGATE, $100.00.

11. Severability; No Waiver

If any provision of these Site Use Terms is held to be contrary to law, such provision shall be deemed valid only to the extent permitted by law, and all other provisions shall continue in full force and effect. Bupple’s failure to require performance of any provision shall not affect its right to require performance at any time thereafter, nor shall Bupple’s waiver of any breach or default of these Site Use Terms constitute a waiver of any subsequent breach or default.

12. Governing Law

These Site Use Terms are enforceable pursuant to and in accordance with the laws of the State of Delaware. Any dispute arising out of these Site Use Terms shall be decided by a court of competent jurisdiction in the State of Delaware.

13. Successors and Assigns; No Assignment

These Site Use Terms shall be binding upon, and shall inure to the benefit of, Bupple and the Users and their respective heirs, legal representatives, successors and assigns.

14. Headings

The subject headings of the sections of these Site Use Terms are included for purposes of convenience only and shall not affect the construction of interpretation of any of its provisions.

15. Arbitration

Except as prohibited by law, any dispute between Bupple and a User (or between Bupple or a User, on the one hand, and any officer, director, employee, or affiliate of Bupple or a User, on the other hand) shall be resolved through binding arbitration in New Castle County, Delaware under the Federal Arbitration Act. Nothing in this arbitration provision is intended to prevent Bupple or a User from filing charges with state or federal agencies. By using the Site, you agree that such arbitration shall be conducted on an individual basis only, not a class, collective or representative basis, and you waive right to bring class-wide, collective, or representative claims before any arbitrator or in any forum. YOU UNDERSTAND THAT BY AGREEING TO ARBITRATE DISPUTES YOU ARE WAIVING ANY RIGHT THAT YOU MIGHT OTHERWISE HAVE TO A JURY TRIAL. This arbitration provision is not intended to modify or limit the right of Bupple or a User’s right to seek equitable relief, such as an injunction or attachment, through judicial process, which will not be deemed a waiver of the right to demand and obtain arbitration.

16. Relationship

You agree that no joint venture, partnership, employment, or agency relationship exists between Bupple and you as a result of these Site Use Terms or your use of the Site.

17. Time to Bring Claims

Any claim or cause of action you may have with respect to Bupple or the Site must be commenced within one (1) year after the claim or cause of action arose.

18. Notices

Notices to Users may be made via either email or regular mail. The Site may also provide notices of changes to these Site Use Terms or other matters by displaying notices or links to notices to Users on the Site.

19. Contacting Bupple.

To contact us with any questions or concerns in connection with these Site Use Terms or the Site, or to provide any notice under these Site Use Terms to Bupple, please click the “Contact Us” link in the footer of the home page.

B. PROFESSIONAL TERMS

Effective Date: February 8, 2024

These Professional Terms of Service (the “Professional Terms”) are by and between Bupple, Inc. and its affiliates, including but not limited to Bupple, Inc. (collectively, “Bupple”) and each Professional (each being “Professional”) who is registered with Bupple through www.Bupple.com (the “Site”) to provide Professional Services on behalf of Clients. Bupple owns and operates the Site, which is an online platform linking professionals seeking to provide professional services (the “Professional Services”) and business utilizing Professionals from the Bupple Platform seeking to engage professionals to provide Professional Services (“Clients”).

1. Account Registration and Suspension

To accept placements through the Site, Professional shall have registered an account through the Site. Professional shall create an account by (i) entering at least one of several identifiers, including, but not limited to, first and last name; (ii) creating a profile or claiming and verifying the information in a pre-populated profile; and (iii) creating a username and password. The date that Professional creates an account shall be referred to herein as the “Registration Date.” Professional may suspend his or her account at any time using the account settings page or by contacting Bupple using the “Contact Us” link in the footer of the home page provided that Professional has no outstanding employment agreement or order. Bupple may suspend Professional’s account (i) without notice to Professional if at such time Professional is not an employee of Bupple and (ii) with notice to Professional if at such time Professional is an employee of Bupple.  If Professional’s account is suspended, such account will no longer appear on the Site as visible to the public, but such suspension will not terminate these Professional Terms or any outstanding employment agreement or order.

Professional hereby acknowledges that (i) Bupple is not collecting, exacting, charging or receiving a fee, in cash or in kind, from Professional for procuring, or attempting to procure, or assisting to procure employment, work or a situation of any kind for Professional; (ii) Bupple may direct Professional to Clients that have requested that they be regularly introduced to Professionals with qualifications like Professional’s and (iii) Bupple may promote Professional to Clients, even if such Clients have not posted job listings for applicants similar to Professional.

Professional hereby acknowledges that they are responsible for all payroll updates and ensuring that Bupple has all such information.  Professional is responsible for logging in to the time sheets applications on the Bupple platform and accept geo-fence clock in and clock out for all work shifts competed for the Clients.  The Professional is responsible for verifying the time of each shift as recorded on the Bupple platform, and to notify Bupple within 12 hours of any discrepancies.  All discrepancies in the recorded time spent working for the Clients for each day of services, must be reported to Bupple before the close of business on Monday for the following work week (the “Expiration Date”).  All Professionals are paid according to these records, and any discrepancies not reported to Bupple by this Expiration Date each week, will not be paid, nor due by Bupple or the Client.  Professionals waive any dispute concerning such non-payments, once Payroll for the Client is closed which corresponds to the Expiration Date.  

2. Relationship of Professional and Bupple

Professionals agree that no joint venture, partnership, employment, or agency relationship exists between Bupple and Professional simply by virtue of Professional agreeing to abide by these Professional Terms or by Professional’s use of the Site.

3. Professional Representations and Warranties

• Professional represents and warrants to Bupple that the following statements are true as of the Registration Date.

• Professional has never had a license or certification to practice nursing in any state suspended, revoked or restricted;

• Professional has never been reprimanded, sanctioned or disciplined by any licensing board or certifying authority (a “Board”);

• Professional has never been excluded or suspended from participation in, or sanctioned by, any Medicare program, a Medicaid program or any other federal healthcare program as such term is defined at 42 U.S.C. Title 42 § 1320a-7b (the “Government Healthcare Programs”) or other third party payor programs; and

• Professional has never been charged with or convicted of a felony, a misdemeanor involving fraud, dishonesty, controlled substances, or moral turpitude, or any crime relevant to the provision of nursing services or the practice of nursing.

• Professional shall not be subjected to any outside agreement that prohibit them from working with Bupple or any of the Clients who use Bupple to find staff for services needed. If Professional violates this representation and warranty, the Bupple shall not be responsible for any future claims by outside parties.

• Professional full grants Bupple the ability to share all of the information entered into the Bupple platform concerning the Professional with any and all Clients of Bupple.

4. Notifications.

Professional shall notify Bupple in writing immediately upon the occurrence of any one or more of the following events:

• Professional is suspended, excluded or otherwise ineligible to participate in one or more Government Healthcare Programs or other third party payor programs;

• Professional is aware of any threatened, pending or final suspension, revocation, limitation, restriction or disciplinary action taken by a Board or governmental agency that has jurisdiction over him or her;

• Professional is charged with or convicted of any felony, any misdemeanor involving fraud, dishonesty, controlled substances, or moral turpitude, or any other crime relevant to the provision of nursing services or the practice of nursing;

• Professional uses illegal drugs or performs the Professional Services while impaired by or under the influence of any chemical substance;

• Professional violates (i) any applicable employment policies, procedures and guidelines of Bupple, each as may be adopted or amended by Bupple from time to time, and including its employee handbook and its policies regarding the absolute prohibition of any form of discriminatory behavior or sexual harassment in any placement relationship, or (ii) any federal, state or local laws, regulations and orders (collectively, the “Laws”) applicable to performance of the Professional Services; and

• Professional has any concerns regarding a Client worksite or working conditions including with respect to prohibited discrimination or harassment in the workplace.

5. Non-Solicitation.

Professional acknowledges and agrees that Bupple has provided to Professional a valued service in presenting Professional to Clients. In return, to the extent consistent with applicable state law, Professional shall not solicit or accept either a temporary engagement or permanent position directly with a Client, or an Affiliate of a Client, that was the subject of an Introduction to Professional for a period of one (1) year after the date of the Introduction unless (i) Professional has provided Bupple with written notice at least fifteen (15) business days before Professional provides such services to Client or its Affiliates and (ii) Client pays Bupple an Introduction Fee or Reassignment Fee, as may be defined in each Client’s agreement with Bupple. For purposes of the Professional Terms, an “Affiliate” of a Client includes, but is not limited to, an organization or person that has any form of direct or indirect business relationship with such Client, any entity comprised of one or more owners of such Client, or any successor to or assignee of such Client. For purposes of the Professional Terms, an “Introduction” shall be deemed to have occurred when Professional or a Client has initiated contact with the other, regardless of whether the other responds and regardless of whether such contact ultimately occurred through the Site or otherwise, so long as the contact came about as result of the registration with or use of the Site by either the Bupple Professional or the Client.

6. Severability; No Waiver.

If any provision of these Professional Terms is held to be contrary to Law, such provision shall be deemed valid only to the extent permitted by Law, and all other provisions shall continue in full force and effect. Bupple’s failure to require performance of any provision shall not affect its right to require performance at any time thereafter, nor shall Bupple’s waiver of any breach or default of these Professional Terms constitute a waiver of any subsequent breach or default.

7. Governing Law

These Professional Terms are enforceable pursuant to and in accordance with the Laws of the State of Delaware. Any dispute arising out of these Professional Terms shall be decided by a court of competent jurisdiction in the State of Delaware.

8. Successors and Assigns; No Assignment

These Professional Terms shall be binding upon, and shall inure to the benefit of, Bupple and Professional and their respective heirs, legal representatives, successors and assigns. Professional shall not assign or subcontract any of his or her rights, interests, duties, or obligations under these Professional Terms without the prior written consent of Bupple, which consent may be given or withheld in Bupple’s sole discretion, and any attempted or purported assignment in violation of this Section 8 shall be void.

9. Headings

The subject headings of the sections of these Professional Terms are included for purposes of convenience only and shall not affect the construction of interpretation of any of its provisions.

10. Arbitration

Except as prohibited by Law, any dispute between Bupple and Professional under these Professional Terms shall be resolved through binding arbitration in New Castle County, Delaware under the Federal Arbitration Act. Nothing in this arbitration provision is intended to prevent Bupple or Professional from filing charges with state or federal agencies. Professional agrees that such arbitration shall be conducted on an individual basis only, not a class, collective or representative basis, and Professional waives any right to bring class-wide, collective or representative claims before any arbitrator or in any forum. PROFESSIONAL UNDERSTANDS THAT BY AGREEING TO ARBITRATE DISPUTES PROFESSIONAL IS WAIVING ANY RIGHT THAT HE OR SHE MIGHT OTHERWISE HAVE TO A JURY TRIAL. This arbitration provision is not intended to modify or limit the right of Bupple or Professional’s right to seek equitable relief, such as an injunction or attachment, through judicial process, which will not be deemed a waiver of the right to demand and obtain arbitration.

11. Entire Agreement.

These Professional Terms, Bupple’s Site Use Terms, and any employment agreement or order, if any, between Professional and Bupple constitute the entire agreement between Professional and Bupple relating to and governing Professional’s use of the Site and Bupple’s relationship with Professional, superseding any prior agreements between Professional and Bupple.

12. Notices.

All notices or communications required or permitted under these Professional Terms may be made either via (a) e-mail (in which cases such notice shall be deemed given on the date of delivery), (b) by next business day courier service (e.g., Federal Express, UPS or other similar service) (in which case such notice shall be deemed given on the business day following date of deposit with the courier service), or (c) by United States mail, first class, postage prepaid, registered or certified, return receipt requested (in which case such notice shall be deemed given on the third (3rd) day following the date of deposit with the United States Postal Service). Notice to Bupple shall be delivered to Bupple [by clicking the “Contact Us” link in the footer of the home page]. Notice to Professional shall be delivered to the e-mail address or physical address provided by Professional to Bupple from time to time.

13. Modifications

Bupple may modify these Professional Terms with notice to Professional. Bupple includes the effective date of these Professional Terms at the top of the Professional Terms. Such modifications to these Professional Terms shall take effect, and be binding on Professional thirty (30) days after such notification.

14. Background Checks

Professional grants Bupple complete permission to run one or multiple background checks on them to ensure compliance with all Terms of Use.

C. CLIENT TERMS

Effective Date: February 8, 2024. For the avoidance of any doubt, capitalized terms not otherwise defined herein shall have the meanings given to them in the Site Use Terms and the Professional Terms.

1. Account Registration and Suspension.

Clients who wish to engage Professionals for Engagements through the Site shall have registered an account with Bupple through the Site. Representatives of the Client will create individual accounts by selecting a username and password and associating such accounts with the Client’s facility or facilities. Each representative of the Client must be verified as an employee of the Client by either (a) transmitting a photograph of his or her Client-issued identification badge or (b) receiving an invitation to Bupple from a Client representative who has already been verified as an employee of the Client by other means, including, but not limited to, the mechanism described in (a). Client users may suspend his or her individual account at any time using the account settings page or by contacting Bupple using the “Contact Us” link in the footer of the home page.

Bupple may suspend Client’s account if Client fails to follow the terms of use, or the payment terms as outlined in Section 4, below.  If Client’s account is suspended, such account will no longer appear on the Site as visible to the public, but such suspension will not terminate these  Terms or any outstanding payments due to Bupple.

2. Duties of Client

1. Selection and Engagement of Professionals.

• Clients may from time to time select Professionals introduced to Clients through the Site to perform Professional Services on behalf of Clients for the rates specified in one or more Orders by submitting to Bupple a completed and fully-executed Order. Clients shall exercise independent judgment in assessing the professional qualifications of each Professional it seeks to engage and shall be responsible for credentialing each Professional to determine whether each Professional is qualified by training and experience to perform the Professional Services described on the Order. Clients acknowledge that Bupple is not licensed to practice medicine and shall have no control as to the means or the quality of the Professional Services furnished by the Professionals, nor shall Bupple have any right or responsibility for making any determinations regarding the Professionals’ professional service engagements, schedule or practice.

• Clients, shall be responsible for the applicable Professionals Fees due to Bupple, and that is due to each Professional, as well as for determining the Professionals’ work schedule, coverage assignments, schedule, number of hours provided, number of patients served and other requirements related to the performance of the Professional Services by the Professionals.

• Clients shall, as necessary and appropriate, provide to the Professionals providing Professional Services on behalf of Clients (A) a reasonable coverage schedule, (B) reasonably maintained, usual and customary equipment and supplies, (C) a suitable practice environment complying with acceptable ethical and procedural standards and (D) as necessary, appropriately trained support staff, all so as to enable the Professionals to perform the Professional Services in their specialty on comparable terms to other practitioners in the same specialty as the Professionals. Client shall provide to the Professionals an orientation of Client’s facility and required policies and procedures.

• Clients shall use their best efforts to assist the Professionals in timely obtaining any medical staff privileges necessary for the Professionals to provide the Professional Services on behalf of such Clients and shall pay all application fees associated with obtaining such privileges.

• Clients shall bill for, collect, and retain all service fees generated by the Professional Services rendered by Professionals. Clients are responsible for obtaining all necessary documentation to permit them to bill for and collect all service fees generated by the Professional Services rendered by Professionals.

b. Postings.

Clients may, from time to time, post about opportunities to provide Professional Services on behalf of Client on the Site. Consistent with the Site Use Terms, Clients shall only post true information pertaining to opportunities that are actually available and shall use commercially reasonable efforts to timely remove posts for opportunities that are no longer available.

Client sets the rates for these Postings on Bupple, and is solely responsible for updating these rates that are tied to each Posting of the Client.  Once a Professional is hired for a Posting on Bupple, then the Client shall be responsible for the rates list on the Posting at that time.

c. Compliance.

Clients shall comply, and shall cause all of their employees and agents to comply, with (i) the Laws applicable to the obligations of Clients under the Client Terms and any Order; (ii) the Bupple Policies, each as may be adopted or amended by Bupple from time to time; and (iii) specific rules regarding break times for Professionals, geofencing and time sheets, etc.

d. Notification to Bupple.

If there are any occupational safety hazards or events involving a Professional engaged by Clients pursuant to the Client Terms and any Order, or there is any sentinel event or actual or threatened claim arising out of or relating to the acts or omissions of such Professional, such Clients shall provide Bupple with written notice of such claim immediately, and in no event, ten (10) days after such Clients knew or reasonably should have known of such claim.

3. Time Sheets and Professional Fees

Clients shall be responsible for verifying the Professionals’ Time Sheets on a weekly basis. This will be maintained by the Bupple platform’s geo fence clock in and clock out for all work performed by the Professionals for the Client.  Clients shall approve, and remit to Bupple the Professional Fees associated with, each Time Sheet as the Payroll is processed each week.  The Client has up to the close of business on the Monday for the following work week to notify Bupple of any discrepancies in the hours reported in the Time Sheets for each Professional (the “Expiration Date”). If such notice is not given to Bupple by this Expiration Date, then the Client is waiving any right to formal disputes on the hours due to each Professional and Bupple.  Interest shall accrue on any late payments at a rate of one-and-one-half percent (1.5%) per week compounded annually, provided however that such interest shall not be greater than the applicable legal maximum rate of interest if lower. Bupple shall remit to each Professional the Professional Fees, and any associated interest, within thirty (30) calendar days of receipt from Clients.

An agreed to Time Sheet by a Client shall indicate such Client’s agreement that the applicable Professional properly provided the Professional Services for the stated hours and that such Client will remit the Professional Fees pursuant to the Client Terms and the applicable Order. If a Client has any questions concerning a Time Sheet, such Client must notify Bupple in writing by the Expiration Date.  If such Client does not provide such notice to Bupple, such Time Sheet shall be deemed accurate and valid. 

If a Professional works more the Forty (40) hours per week under a Client and the Client’s Employer Identification Number, even if in multiple locations for the Client, over time will be calculated and charged to Client’s billings for Professional’s services.

4. Payment

• Each Client shall pay Bupple (A) a fee equal to four to six percent (04% to 06%) of the Professional Fees paid each weekly payroll, (collectively the “Bupple Fees”). The Bupple Fees shall be paid by ACH (Automated Clearing House Network) automated payments or by Credit Card automatic payments. Interest shall accrue on any late payments at a rate of one-and-one-half percent (1.5%) per week compounded annually, provided however that such interest shall not be greater than the applicable legal maximum rate of interest if lower.

• If a Client has reasonable cause to dispute the accuracy of an invoice, such Client shall promptly, but in any case, not later than the close of business for the Monday following each work week, notify Bupple in writing of the nature of the dispute. Such Client may withhold payment of the disputed amount, and such payment will not be considered past due during such Client’s investigation of the dispute. Such Client shall make all commercially reasonable efforts to completely resolve the dispute within the Expiration Date timeframe. If Bupple and such Client are unable to resolve the dispute within the period described above, it will be resolved pursuant to the dispute resolution provisions in Section 12 of the Site Use Terms.

• Clients acknowledge and agree that Clients shall not collect, or attempt to collect, remuneration of any kind from the Professionals to reimburse or compensate Clients for the Bupple Fees, for the Professional Fees, or otherwise related to Clients’ use of the Site or the engagement of the Professionals.

5. Representations and Warranties

Each Client represents and warrants the following: Such Client has and shall maintain any and all licenses, permits, registrations, or other certifications necessary to perform its obligations under the Client Terms and any Order and to engage Professionals to provide the Professional Services on behalf of such Client; and Such Client has all requisite power and authority, and has taken all corporate action necessary, to agree to the Client Terms and to perform its duties obligations under the Client Terms. Each Client represents and warrants that they are not subjected to an outside agency agreement, where staff using the Bupple platform would require a buyout fee with any agency. The Client assumes all liability with any prior agency that handled the Client’s staffing needs before moving over the Bupple.

6. Relationship of the Parties

None of the provisions of the Client Terms are intended to create, nor shall be deemed or construed to create, any relationship between Bupple and any Client other than that of independent parties contracting with each other for the purpose of effecting the provisions of the Client Terms. Each Client acknowledges that (i) Bupple and such Client are not and shall not be construed to be in a relationship of joint venture, partnership or employer-employee, (ii) the Professionals are and shall at all times be independent contractors with respect to such Client in their performance of the Professional Services; (iii) the Professionals are not employees, subcontractors, or agents of Bupple for any purpose; (iv) Bupple is not involved in the practice of medicine and does not have any responsibility for the medical acts of the Professionals providing the Professional Services on behalf of such Client pursuant to the Client Terms and an Order; and (iv) no provision of the Client Terms shall be deemed or construed to mean that Bupple or any employee of Bupple is engaged in the practice of medicine.

7. LIMITATION OF LIABILITY BY BUPPLE FOR PROFESSIONAL SERVICES

BUPPLE SHALL HAVE NO LIABILITY TO ANY CLIENT FOR ANY INJURY OR LOSS TO ANY PARTY RELATING TO OR IN ANY WAY ARISING OUT OF THE PROFESSIONALS’ PROVISION OF PROFESSIONAL SERVICES ON BEHALF OF A CLIENT PURSUANT TO THE CLIENT TERMS OR ANY ORDER OR FOR ANY ACTIONS OF THE PROFESSIONALS.

BUPPLE IS JUST A PLATFORM AND IS NOT RESPONSIBLE IN ANY WAY TO FILL ALL OF THE CLIENT’S SCHEDULING NEEDS.

8. Insurance

Client shall maintain general liability insurance with customary coverage levels. If a Client’s coverage is on a claim(s) made basis, then Client shall (i) maintain such insurance for a period of no less than three (3) years after the last Professional provides Professional Services on behalf of such Client pursuant to the Client Terms or (ii) procure equivalent extended reporting period coverage. Within two (2) business days of Bupple’s request at any time, a Client shall provide evidence of such insurance coverage to Bupple. 

9. Health Insurance Portability and Accountability Act

Bupple and each Client acknowledge that the performance of Bupple’s obligations under the Client Terms does not involve the use or disclosure of protected health information (the “PHI”). Bupple shall not receive PHI from any Client, nor create, receive, maintain or transmit PHI on any Client’s behalf. Consequently, Bupple and each Client hereby agree that Bupple is not a “business associate” of any Client, as defined in 45 C.F.R. §160.103, for purposes of the federal Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 and the regulations promulgated thereunder.

10. Non-Solicitation of Bupple Employees

A Client that is a party to an Order shall not, during the term of such Order and for a period of one (1) year thereafter, directly or indirectly, on its own behalf or in the service or on the behalf of others, (i) induce or attempt to induce any director, officer or employees of Bupple to leave Bupple, or (ii) hire, contract or take away or cause to be hired, contracted or taken away any director, officer or employee of Bupple.

11. Reassignment Fee

In the event that, within two (2) years after a Professional and a Client last communicated via the Site, such Client or any Affiliate of such Client directly (i.e., outside of the Client Terms) employs or retains a Professional introduced to such Client through an Introduction, such Client shall pay to Bupple a reassignment fee equal to ten percent (10%) of the Professional Fees paid by such Client during the first (1st) year that Professional provided Services on behalf of such Client or $50,000, whichever is less (the “Reassignment Fee”). The Reassignment Fee shall be due in full on the first (1st) day such Professional performs services for such Client or an Affiliate of such Client in such capacity. Until the Reassignment Fee is paid by such Client, all services provided by such Professional to Client or an Affiliate of Client shall be treated as provided through this Agreement. For purposes of these Client Terms, an “Introduction” shall be deemed to have occurred when a Professional or Client has initiated contact with the other, regardless of whether the other responds and regardless of whether such contact occurred through the Site or otherwise.

12. Indemnification.

In addition to any other obligation of a Client otherwise to provide indemnification, each Client agrees to indemnify and hold harmless Bupple, its directors, officers, employees, agents and affiliates from and against any and all Claims arising out of or resulting from any act or omission of, by or on behalf of Client, including without limitation (i) execution or performance of an Order by, for or on behalf of Client, or (ii) any breach of the Client Terms or an Order by, for or on behalf of Client.