Master Services Agreement

This Master Services Agreement ("Agreement") governs your use of the VitalStaf Technologies LLC ("VitalStaf," "we," or "us") platform, website, and services (collectively, the "Platform"). By accessing, registering for, or using the Platform, you ("User" or "you") agree to be bound by this Agreement. If you do not agree, do not use the Platform.

1. ACCEPTANCE OF TERMS

1.1 Binding Agreement:

• By registering an account, clicking "I Agree," or using the Platform, you acknowledge that you have read, understand, and agree to this Agreement.
• Electronic Signature: Use of the Platform constitutes an electronic signature under the Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA).
• Authority to Bind: If acting on behalf of an entity, you represent and warrant that you have the legal authority to bind said entity and will provide proof of such authority upon request.

1.2 Modifications:

• VitalStaf reserves the right to modify this Agreement at any time.
• Material Changes: Material changes (e.g., fee structure, dispute resolution, liability terms) will be notified via (i) email to the address on file and (ii) in-platform notice 30 days prior to taking effect. Continued use after this period constitutes acceptance.
• Non-Material Changes: Typographical corrections, clarifications, or updates to comply with laws are effective immediately upon posting.

1.3 Eligibility:

• Users must be at least 18 years old and legally authorized to work in the United States.
• Facilities: Must hold valid state healthcare facility licenses and provide proof of such licensure upon request.
• Nurses: Must hold active, unrestricted nursing licenses in all states where Services are performed.

2. USER TYPES & OBLIGATIONS

2.1 Healthcare Facilities ("Facilities"):

Payment Obligations:

• Facilities agree to pay VitalStaf the total invoiced amount for Services rendered by Nurses, including all fees, taxes, and surcharges, as outlined in Exhibit B.
• Late Payments: Invoices unpaid after [Net 15/30] days accrue interest at the lesser of 1.5% per month or the maximum rate permitted under New York law.

Credential Verification:

Facilities must independently verify the accuracy of Nurses' credentials, including but not limited to:

• Active, unrestricted state nursing licenses (via Nursys or state board verification).
• Certifications (e.g., BLS, ACLS, PALS).
• Malpractice insurance (1M/1M/3M minimum coverage).
• Immunization records (COVID-19, flu, TB).
• Facilities assume full liability for failing to verify credentials.

Compliance:

Comply with all federal, state, and local laws, including but not limited to:

• Fair Labor Standards Act (FLSA).
• Occupational Safety and Health Act (OSHA).
• Title VII of the Civil Rights Act.

Workplace Safety:

Provide a safe work environment, including necessary training, equipment, and adherence to CDC guidelines for infection control.

2.2 Nurses:

Independent Contractor Status:

• Nurses acknowledge they are independent contractors, not employees of VitalStaf or Facilities, under IRS guidelines (IRS Form SS-8) and common law.
• Control: Nurses retain sole discretion over work hours, methods, and tools, except as required by Facility policies for patient safety.
• No Benefits: Nurses are ineligible for VitalStaf or Facility benefits (e.g., health insurance, paid leave, workers' compensation).

Payment Terms:

• Nurses will be paid by VitalStaf for Services rendered, minus applicable fees, within [Net 7/14] days of VitalStaf's receipt of payment from the Facility.
• Timesheet Submission: Nurses must submit timesheets via the Platform by [5:00 PM EST] on the Friday following the workweek. Disputes must be raised within 72 hours.

Licensing & Insurance:

• Maintain active, unrestricted nursing licenses in all states where Services are performed.
• Provide proof of malpractice insurance (1M/1M/3M) and update the Platform within 24 hours of policy changes.

Taxes:

• Nurses are responsible for all federal, state, and local taxes, including self-employment tax (IRS Form 1040-ES).
• VitalStaf will issue Form 1099-NEC if payments exceed $600 in a calendar year.

3. PAYMENT TERMS

3.1 Facility Payments:

Invoice Details: Invoices will include:

• Nurse hourly/weekly rate.
• VitalStaf service fee (10% of total engagement cost).
• State/local taxes (if applicable).
• Disputes: Facilities must dispute invoices in writing within 7 days of receipt. Uncontested amounts remain due.

3.2 Nurse Payments:

Payment Delays: VitalStaf is not liable for delays caused by Facilities' non-payment, bank errors, or force majeure events.

3.3 Tax Reporting:

• Facilities: Are not required to withhold taxes for Nurses.
• Nurses: Must provide a valid W-9 and comply with all tax reporting obligations.

4. PLATFORM USE

4.1 License Grant:

VitalStaf grants Users a limited, revocable, non-exclusive, non-transferable license to access the Platform solely for its intended purpose.

4.2 Prohibited Conduct:

• Misrepresentation: Falsifying credentials, work history, or licensure status.
• Data Exploitation: Scraping, reverse-engineering, or extracting Platform data without express written consent.
• Illegal Activity: Violating HIPAA, Stark Law, anti-kickback statutes (42 U.S.C. § 1320a-7b), or other healthcare regulations.
• Interference: Disrupting servers, networks, or security systems (e.g., DDoS attacks, unauthorized access).

4.3 Content Ownership:

• User Content: Users retain ownership of content they upload but grant VitalStaf a perpetual, royalty-free license to use, reproduce, and distribute such content for Platform operations.
• Platform IP: All trademarks, logos, and software are owned by VitalStaf. Unauthorized use is prohibited.

5. DISCLAIMERS

5.1 No Warranties:

• AS-IS BASIS: THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." VITALSTAF EXPLICITLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE, AND NON-INFRINGEMENT.
• Third-Party Content: VitalStaf does not verify User-submitted content (e.g., Facility job postings, Nurse credentials).

5.2 Third-Party Liability:

VITALSTAF IS NOT LIABLE FOR:

• Nurse malpractice, negligence, or misconduct.
• Facility workplace violations, non-payment, or discrimination claims.
• Third-party platforms linked to/from the Platform.

6. LIMITATION OF LIABILITY

6.1 Cap on Damages:

VITALSTAF'S TOTAL LIABILITY FOR ANY CLAIM RELATED TO THIS AGREEMENT IS LIMITED TO THE LESSER OF (A) FEES PAID BY USER IN THE PRECEDING 12 MONTHS, OR (B) $10,000.

6.2 Excluded Damages:

IN NO EVENT WILL VITALSTAF BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES (E.G., LOST PROFITS, REPUTATIONAL HARM, PATIENT HARM).

7. INDEMNIFICATION

7.1 User Obligations:

Users agree to defend, indemnify, and hold harmless VitalStaf, its affiliates, and employees from claims arising from:

• Breach of this Agreement.
• Misuse of the Platform.
• Violation of laws or third-party rights (e.g., HIPAA breaches, copyright infringement).

7.2 Process:

• Notice: VitalStaf will notify User of indemnifiable claims via email or certified mail.
• Defense: User must retain counsel approved by VitalStaf and may not settle claims without VitalStaf's written consent.

8. TERMINATION

8.1 Termination for Cause:

VitalStaf may suspend or terminate accounts immediately for:

• Fraud, non-payment, illegal activity, or material breach.
• Failure to cure non-material breaches within 14 days of notice.

8.2 Effect of Termination:

• Survival: Clauses governing Indemnification, Limitation of Liability, Dispute Resolution, and Confidentiality survive termination.
• Active Engagements: Nurses must complete active assignments unless otherwise agreed in writing.

9. PRIVACY & DATA

9.1 HIPAA Compliance:

• Business Associate Agreement (BAA): If PHI is shared, Users must execute Exhibit A.
• Breach Notification: Users must report breaches to VitalStaf within 72 hours of discovery.

9.2 Data Retention:

VitalStaf retains User data for 7 years post-termination or as required by law.

9.3 CCPA/GDPR:

• California Users: See Privacy Policy for opt-out rights under CCPA.
• EU Users: Data transfers comply with GDPR Standard Contractual Clauses (Exhibit D).

10. DISPUTE RESOLUTION

10.1 Mandatory Arbitration:

• Rules: All disputes resolved through binding arbitration under AAA Commercial Rules.
• Location: Arbitration occurs in New York, NY.
• Costs: Each Party bears its own fees unless the arbitrator awards fees to the prevailing Party.

10.2 Class Action Waiver:

Claims must proceed individually. NO CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTIONS ARE PERMITTED.

10.3 Exceptions:

Small claims court actions (under $10,000) or injunctive relief for intellectual property violations are permitted.

11. GENERAL

11.1 Governing Law:

New York law governs, excluding conflicts principles.

11.2 Entire Agreement:

Supersedes all prior agreements, oral or written.

11.3 Severability:

If any clause is deemed unenforceable, the remainder remains valid.

11.4 Notices:

Legal notices must be sent via certified mail to:
VitalStaf Technologies LLC
PO Box 134098 North Wantagh, NY 11793
[email protected]

11.5 Waiver:

Failure to enforce a provision does not constitute a waiver.

11.6 Assignment:

Users may not assign this Agreement without VitalStaf's written consent.