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Terms and Conditions

Updated March 10, 2026

Welcome to www.myshyft.org and/or the MyShyft mobile application (the “Site”) operated by RestUp, LLC d.b.a MyShyft, and its affiliated companies (referred to as “MyShyft”, “we”, “us” or “our”).



We provide an online network designed to connect self-employed or independent contractor licensed healthcare professionals (“you,” “your,” “user”, or “Caregiver”), with Facilities for the purposes of engaging in an arrangement whereby you and a Facility may contract for your services (“Healthcare Services”). “Facility” means any health care facility (such as an assisted living facility, skilled nursing facility, hospital, doctor’s office, etc.) or home healthcare agency which agrees to MyShyft’s Facility/Agency User Agreement.

Your use of MyShyft’s products, software, services and web sites (referred to collectively as the “MyShyft Services”) is subject to these terms and conditions (the “Terms of Use” or this “Agreement”) and forms a binding agreement between you and MyShyft. You are also agreeing to be bound by the terms MyShyft’s Facility/Agency User Agreement executed with Facilities (available here) as well as our code of conduct policy (available here), both of which are incorporated by reference into these Terms of Use.

Please review the following terms carefully. Each time you access the Site or use the MyShyft Services, you are agreeing to be bound by these terms, whether you are a “Guest” (which means that you simply browse the Site), or you are a “User” (which means that you have established an account with us as a Caregiver). If you do not agree to all of these terms, MyShyft is unwilling to grant you access to the Site or MyShyft Services, and you must cease access to the Site and MyShyft Services immediately.

The MyShyft Privacy Policy, available at myshyft.org/privacy-policy.html, is incorporated by reference into and is a part of these Terms of Use.



1.  RELATIONSHIP OF THE PARTIES.



1.1.      Business Relationship. You acknowledge and agree that your use of the MyShyft Services creates a direct business relationship between you and MyShyft. Except as otherwise expressly provided herein with respect to MyShyft 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 MyShyft each hereby acknowledge and agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between MyShyft and you; and (b) no joint venture, partnership, or agency relationship exists between MyShyft and you.



1.2.      Agency. You hereby acknowledge and agree that you have no authority to bind MyShyft and you shall not hold yourself out as an employee, agent or authorized representative of MyShyft. Notwithstanding anything to the contrary in this Agreement, where, by implication of law or otherwise, you may be deemed an agent or representative of MyShyft, you agree to indemnify, defend (at MyShyft’s option) and hold MyShyft harmless from and against any claims against or incurred by MyShyft or any of its Affiliates that are brought against MyShyft or any of its Affiliates by any person or entity based on such implied agency or representative relationship.



1.3.      Direction and Control. You acknowledge and agree that, in accordance with this Agreement, you may independently determine the Shifts that you are willing to accept and, except as otherwise provided in this Agreement, the rate at which you will be paid. MyShyft does not, and shall not be deemed to, direct or control you generally or in your fulfillment of any Healthcare Services during a Shift, including in connection with your provision of Healthcare Services, your acts or omissions during, or your operation and/or maintenance of any equipment or property used in fulfilling a Shift. Without limitation of the generality of the foregoing, you acknowledge and agree that MyShyft does not have the right or authority to direct or control what actions you perform or how you perform such actions in providing the Healthcare Services during a Shift. You and MyShyft acknowledge and agree that the business relationship between such parties under this Agreement is a temporary, and not permanent, relationship.



1.4.      Use of MyShyft Services. Unless such right is earlier terminated, deactivated, or restricted by MyShyft in accordance with this Agreement, you retain the sole right to determine when, where, and for how long you will utilize the MyShyft Services. You may request, bid on, accept, decline, and/or or ignore a Facility’s request for Healthcare Services pursuant to a Shift, or to cancel an accepted or approved Shift in accordance with this Agreement, including the then-current cancellation policies.



1.5.      Non-Exclusive. You acknowledge and agree that, except as expressly prohibited pursuant to this Agreement or otherwise prohibited by applicable law or an applicable Facility’s standards, policies, practices, and procedures, you have complete discretion to provide services or otherwise engage in other business or employment activities other than the fulfillment of Shifts. For the sake of clarity, you understand that, except as expressly prohibited pursuant to this Agreement or otherwise prohibited by applicable law or an applicable Facility’s standards, policies, practices, and procedures, you retain the complete right to; (i) use other software application services related to lead-generation for the provision of healthcare services in addition to the MyShyft Services; and (ii) engage in any other occupation or business other than being a provider of healthcare services.



1.6.      Control. You acknowledge and agree that in providing MyShyft Services to a Facility on a Shift, MyShyft has no authority or control over the Healthcare Services you provide including the quality and method of providing such services nor the day-to-day oversight or supervision of your providing such Healthcare Services. You further acknowledge and agree that MyShyft will not provide you with training, equipment or other materials in order for you to perform the work on the Shift.



2.   INDEMNIFICATION BY USERS

The work and services performed by you shall be exclusively at your risk. To the fullest extent permitted by law, you shall indemnify, defend (at your sole expense) and hold harmless MyShyft, Facilities, their partners, joint ventures, representatives, members, designees, officers, directors, shareholders, employees, agents, successors, and assigns (“Indemnified Parties”), from and against any and all claims for bodily injury, death or damage to property, demands, damages, actions, causes of action, suits, losses, judgments, obligations and any liabilities, costs and expenses (including but not limited to investigative and repair costs, attorneys’ fees and costs, and consultants’ fees and costs) (“Claims”) which arise or are in any way connected with the work performed, materials furnished, or Healthcare Services rendered under this Agreement or the Facility/Agency User Agreement, by you or your agents. These indemnity and defense obligations shall apply to any acts or omissions, negligent or willful misconduct of a User, its employees or agents, whether active or passive. These indemnity and defense obligations shall further apply, whether or not a Claim arises out of the concurrent act, omission, or negligence of the Indemnified Parties, whether active or passive. You shall not be obligated to indemnify and defend Indemnified Parties for claims found to be solely due to the negligence or willful misconduct of Indemnified Parties. Your indemnification and defense obligations hereunder shall extend to Claims occurring after this Agreement is terminated as well as while it is in force, and shall continue until it is finally adjudicated that any and all actions against the Indemnified Parties for such matters which are indemnified hereunder are fully and finally barred by applicable law.



3.   INDIVIDUAL LIABILITY INSURANCE

Upon execution of this Agreement, and prior to your commencing any work or services for a Facility, you shall obtain professional liability insurance (commonly referred to as, “Medical Malpractice Insurance” or an “Errors and Omissions” policy). You shall provide MyShyft with a Certificate of Insurance and Additional Insured Endorsement naming the MyShyft as an additional insured thereunder. Additional insured coverage shall apply as primary insurance with respect to any other insurance afforded to MyShyft.

The coverage available to MyShyft as additional insured shall not be less than $100,000 per incident and an aggregate limit of $300,000. Such insurance shall cover claims arising from real or alleged errors or omissions, including negligence, in the course of your professional duties. All coverage shall be placed with an insurance company duly admitted in the State of Indiana and shall be reasonably acceptable to MyShyft. All User insurance carriers must maintain an A.M. Best rating of “A-” or better. Coverage shall be afforded to the additional insured whether or not a claim is in litigation. You shall obtain from each of your insurers a waiver of subrogation in favor of MyShyft with respect to losses arising out of or in connection with Healthcare Services.

The insurance coverage required under the preceding paragraph shall be of sufficient type, scope, and duration to ensure coverage for any liability related to any manifestation date within the applicable statutes of limitation and/or repose which pertain to any work performed by you so long as you use the MyShyft Services provided by the Site.

You agree to maintain the above insurance for a period of five (5) years after the date you last provide Healthcare Services to a Facility, or the expiration of the statute of limitations pursuant to applicable state law, whichever is later.

Each Certificate of Insurance shall provide that the insurer must give MyShyft at least 30 days’ prior written notice of cancellation and termination of coverage thereunder. Not less than two weeks prior to the expiration, cancellation or termination of any such policy, you shall supply MyShyft with a new and replacement certificate of insurance and additional insured endorsement as proof of renewal of said original policy. said new and replacement endorsements shall be similarly endorsed in favor of MyShyft as set forth above.



4.   OWNERSHIP

You understand and acknowledge that the software, code, proprietary methods and systems used to provide the Site or MyShyft Services (“MyShyft Technology”) are: (a) copyrighted by us and/or our licensors under United States and international copyright laws; (b) subject to other intellectual property and proprietary rights and laws; and (c) owned by us or our licensors. MyShyft Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of MyShyft Technology. Certain of the names, logos, and other materials displayed on the Site or in the MyShyft Services constitute trademarks, trade names, service marks or logos (“Marks”) of MyShyft or other entities. You are not authorized to use any such Marks.



5.  USER PROVIDED CONTENT

MyShyft may, in MyShyft’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to MyShyft through the MyShyft Services textual, audio, and/or visual content and information, including commentary and feedback related to the MyShyft Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”).

Any User Content provided by you remains your property. However, by providing User Content to MyShyft, you grant MyShyft a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the MyShyft Services and MyShyft’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you own a mobile phone capable of operating the latest version of MyShyft; (ii) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant MyShyft the license to the User Content as set forth above; and (iii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor MyShyft’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation

You agree not to provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by MyShyft in its sole discretion, whether or not such material may be protected by law. MyShyft may, but shall not be obligated to, review, monitor, or remove User Content, at MyShyft’s sole discretion and at any time and for any reason, without notice to you.



6.    RULES REGARDING INFORMATION AND OTHER CONTENT

When you access the Site and/or MyShyft Services, you obtain access to various kinds of information and materials, all of which we call “Content.” Content includes information and materials posted to the Site or through the MyShyft Services by you and other Users. You are entirely responsible for each individual item of Content that you post, email or otherwise make available on the Site or the MyShyft Services. You agree not to revise Content posted by others, and you represent and warrant that you will not post or use any Content in any manner that: violates the privacy, publicity, or other rights of third parties, including other Users; violates any law, statute, ordinance or regulation, including laws regarding anti-discrimination and false advertising; is discriminatory, false, or harmful in any way as determined by us in our sole discretion.



7.    GENERAL RULES OF USER CONDUCT

It is our goal to make access to our Site and MyShyft Services a good experience for all Users. Correspondence between Users and Facilities should be for the sole purpose of connecting all parties, in effort to fill shifts. If you receive the personal information of any other User through the use of the MyShyft Services, you may use the information solely as necessary to conduct a transaction through the Site and MyShyft Services. You may not use another User’s personal information for any other purpose.

You agree not to, and represent and warrant that you will not reproduce, duplicate, copy, sell, resell or exploit any portion of the Site or MyShyft Services, use of the Site or MyShyft

Services or access to the Site or MyShyft Services for any purposes other than for which the Site or MyShyft Services are being provided to you, or do any of the following:

  • Recruiting, soliciting or contacting any User for employment or contracting for a business not affiliated with MyShyft;
  • Contact other Users for any purpose other than as set forth in this Terms of Use;
  • Attempt to reverse engineer or jeopardize the correct functioning of the Site, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Site;
  • Share account access or phones with anyone;
  • Attempt to gain access to secured portions of the Site or MyShyft Services to which you do not possess access rights.



8.    FINANCIAL TERMS



8.1.      Shifts. A “Shift” is the provision of Healthcare Services by you to a Facility in accordance with the description and scope of such Healthcare Services, including the type and nature of such Healthcare Services, the date, time, duration, and location of such Healthcare Services, that are requested, bid on, received, approved, accepted, and fulfilled through the use of the MyShyft Services.



8.2.      Shift Fee Calculation and Your Payment. Prior to accepting a Shift, you are entitled to set the hourly rate that you wish to be paid during the Shift (“Bid Rate”). On the Site, you may bid for Shifts by inputting your Bid Rate and applying to those Shifts you are interested in working. If a Facility chooses you for a Shift, you must confirm the shift and then will be paid the Bid Rate for as many hours you work (“Bid Fee”) during that Shift, subject to any adjustments pursuant to this Agreement and/or the Cancellation Charges provisions in Section 7.4. The Revenue Sharing Fee (as defined below) plus the Bid Fee will be the total fee charged to the Facility (“Shift Fee”). You: (i) appoint MyShyft as your limited payment collection agent solely for the purpose of accepting the Bid 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 MyShyft Services; and (ii) agree that payment made by Facility to MyShyft shall be considered the same as payment made directly by Facility to you.



8.3.      Revenue Sharing Fee. In consideration of MyShyft’s provision of the Services for your use and benefit hereunder, you agree to allow MyShyft to collect a service fee on a per Shift basis calculated on a percentage of the Shift Fee (“Revenue Sharing Fee”). The current Revenue Sharing Fee is twenty-five percent (25%) of the Bid Fee. The Revenue Sharing Fee may be adjusted as provided to you via email or otherwise made available electronically by MyShyft from time to time. In the event regulations require taxes to be calculated on the Shift Fee, MyShyft shall calculate the Revenue Sharing Fee based on the Shift Fee net of such taxes. MyShyft reserves the right to change the Revenue Sharing Fee at any time in MyShyft’s discretion and MyShyft 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.



8.4.      Cancellation Charges; Last-Minute Cancellation; Sent Home Pay.  You and facility users acknowledge and agree that Facilities may cancel an accepted and scheduled Shift, subject to the following payment obligations:
a.       A Facility may cancel an accepted and scheduled Shift more than two (2) hours prior to the scheduled start time indicated in the applicable Shift listing without incurring any financial liability.
b.       If a Facility cancels an accepted and scheduled Shift within two (2) hours prior to the scheduled start time, you will be compensated by the Facility for two (2) hours at the applicable Bid Rate. 
c.      If a Facility cancels a Shift after you timely arrive at the Facility (meaning no earlier than seven (7) minutes prior to the schedule shift start time and no later than seven (7) minutes after the scheduled start time, as evidenced by your check-in and/or geolocation through the Platform), you will be compensated by the Facility for the greater of: (i) four (4) hours at the applicable Bid Rate, or (ii) the total number of hours actually worked during that Shift at the applicable Bid Rate. 
d.      The minimum payments in subsections (b) and (c) will not apply (and you will only be paid for hours actually worked, if any) if the Facility’s cancellation or early end of a Shift results from your failure to timely arrive, material breach of this Agreement or the Facility’s applicable policies/lawful requirements, impairment or misconduct, or lack of required credentials for the Shift. Any such circumstance may also constitute a Shift Dispute under Section 8.6. 
e.      You agree that the foregoing payments are the only payments, if any, that you will be entitled to receive as a result of a Facility cancelling a shift
f.      If there is a dispute between the Facility schedule and the MyShyft platform, you must obtain confirmation from an authorized representative of the Facility prior to leaving a facility in order to qualify for sent home pay.



8.5.      Methods of Payment. MyShyft facilitates payments to you from the Facility for Healthcare Services you provide during Shifts shall only be made via  Automated Clearing House (“ACH”) deposit via our payment processing vendor, Stripe. MyShyft uses a third-party payroll service to ensure the proper payment to Caregivers and reporting to the IRS.



8.6.      Shift Disputes. If a Facility is not satisfied with the Healthcare Services that are provided during a Shift, and such dissatisfaction is reported to MyShyft (a “Shift Dispute”) 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 you. A Shift Dispute includes, but is not limited to, the following: (a) when the Caregiver was incapable of or unwilling to adequately perform the Healthcare Services agreed to for the Shift; (b) when the Caregiver inaccurately reports the hours worked for a given Shift, and, as a result, was or may be overpaid for the Shift; (c) if during the Shift, the Caregiver 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, an procedures governing applicable to Provider in the fulfillment of such Shift. If a Facility submits a Shift Dispute, MyShyft will investigate the matter. After we receive a Shift Dispute, we will contact you for you to provide any information regarding the matter.



8.7.      Overpayment. 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 technological error or otherwise, you agree and understand that MyShyft may recover the amount of overpayment through deduction(s) from future payments for other Shifts or any other legal means available to MyShyft. Unless you and MyShyft 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.



8.8.      Taxes. 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 MyShyft with all relevant tax information. You further acknowledge and agree that you are responsible for the filing and payment of any and all taxes on your own income arising from the performance of Shifts.



8.9.      Stripe.  By registering your account, you agree to our Services Agreement and the Stripe Connected Account Agreement.



8.10.   Cancellation Policy



8.10.1.      Cancellation by You. You may cancel any request or bid 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 more than twenty-four (24) hours prior to the proposed start of the shift to both MyShyft via the platform and directly with the applicable Facility. Failure to perform an accepted and approved shift may result in deactivation of your account.



8.10.2.      Cancellation by Facility. 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 8.4 of this Agreement.



8.10.3.      Notification of Cancelled Shift. Shift cancellations are done solely through our Platforms. 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 bid or requested has been approved, accepted, or modified by the applicable Facility. MyShyft 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 MyShyft, 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 Platforms 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.



9.   TEXT MESSAGES

MyShyft may send Users SMS text messages and Push Notifications in connection with the MyShyft Services or otherwise. Receipt of the SMS text messages from MyShyft is voluntary. By deciding to receive SMS text messages and Push Notifications from MyShyft, you give MyShyft express permission to send SMS text messages and Push Notifications to your cellular phone and/or mobile device. Additionally, you hereby represent, understand and expressly agree that MyShyft does not have control over or assume any responsibility for the quality, accuracy, or reliability of this service. Carrier charges may apply for receiving SMS text messages. You are solely responsible for any costs you incur when receiving SMS text messages from MyShyft.



10. DISCLAIMER OF WARRANTIES

You expressly agree that your use of the Site and/or MyShyft Services is at your sole risk. Both the Site and MyShyft Services are provided by us on an “as is” and “as available” basis. We expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, any warranties of merchantability, fitness for a particular use or purpose, non-infringement, title, operability, condition, quiet enjoyment, value, accuracy of data and system integration. We make no warranty that the site and/or services will meet your requirements, or that the site and/or services will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the site or services, or that defects in the site or services will be corrected.



11. LIMITATION OF LIABILITY

You acknowledge and agree that we are only willing to provide access to the site and to provide the services if you agree to certain limitations of our liability to you and to third parties. You understand that to the extent permitted under applicable law, in no event will MyShyft or our officers, employees, directors, parents, subsidiaries, affiliates, agents or licensors be liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of revenues, profits, goodwill, use, data, lost opportunities, or business interruptions or other intangible losses (even if such parties were advised of, knew of or should have known of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy), arising out of or related to your use of or access to, or the inability to use or to access, the Site or the MyShyft Services, regardless of whether such damages are based on contract, tort (including negligence and strict liability), warranty, statute or otherwise. We will not be liable for any damages arising from the transactions between you and third party merchants or service providers or for any information appearing on third party merchant or service provider sites or any other site linked to the Site. In no event will we be liable to you or any third party in connection with any act or omission of any User. If you are dissatisfied with any portion of the Site or the MyShyft Services, your sole and exclusive remedy is to discontinue use of the Site and the MyShyft Services.

Without limiting the foregoing, MyShyft shall 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 any Caregiver or Facility using the MyShyft platform. YOU WAIVE AND HOLD HARMLESS MYSHYFT 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.



12. NO THIRD PARTY BENEFICIARIES

You understand and agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.



13.  GENERAL TERMS

You are responsible for compliance with all applicable laws. The Terms of Use and the relationship between you and MyShyft will be governed by the laws of the State of Indiana, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. These Terms of Use constitute the complete and exclusive agreement between you and MyShyft with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements.



14. NOTICE: CONTACT INFORMATION

We may give notice to you by email, a posting on the Site, or other reasonable means. You must give notice to us in writing via email to [email protected] or as otherwise expressly provided. Please report any violations of these Terms of Use to [email protected].



15. RESTRICTION, SUSPENSION, DEACTIVATION AND TERMINATION OF USE

MyShyft retains the right to terminate, deactivate, or otherwise restrict you from accessing or using your account and/or the Services in the event of a violation or alleged violation of this Agreement, including repeated failures to complete accepted service requests, your disparagement of MyShyft, or your act or omission that causes harm to MyShyft’s brand, reputation or business, or any violation of MyShyft’s code of conduct policy found here, as determined by MyShyft in its sole discretion.  MyShyft also retains the right to suspend or deactivate any Caregiver who has any work restrictions which may prevent the Caregiver from performing any task given to them at a Facility.

Any caregiver activated to work on the MyShyft platform must report any change of status or pending disciplinary charges related to their professional license within ten (10) days of knowledge of the change of status or pending disciplinary charges.  Such notification to MyShyft shall be made my email to [email protected].  Any caregiver who fails to do so, will be subject to action by MyShyft, up to and including being permanently banned from the MyShyft platform.



16.  CAREGIVER ACCURACY OF INFORMATION AND ELIGIBILITY TO WORK

Caregiver users certify under penalties of perjury that: (1) The number provided in the Caregiver’s MyShyft profile is the Caregiver’s correct taxpayer identification number: and (2) Caregiver is not subject to backup withholding because: (a) Caregiver is exempt from backup withholding, or (b) Caregiver has not been notified by the Internal Revenue Service (IRS) that Caregiver is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified the Caregiver that the Caregiver is no longer subject to backup withholding; (3) Caregiver is a U.S. citizen, U.S. resident alien, or other U.S. person eligible to work in the U.S; and (4) all information provided by Caregiver to MyShyft, including all information in Caregiver’s profile, is true and accurate.



17.  GOVERNING LAW AND DISPUTE RESOLUTION



Governing Law

These Terms and any action related thereto will be governed by the internal laws of the State of Indiana without regard to its conflict of laws provisions.



Agreement to Arbitrate

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Unless you and MyShyft otherwise agree, the arbitration will be conducted in Marion County, Indiana. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and MyShyft submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary.



18.  CONFIDENTIALITY



18.1. Confidential Information. You hereby acknowledge and agree that in the performance of this Agreement and fulfilling of any shift via the platform, you may have access to or may be exposed to, directly or indirectly, confidential information of MyShyft, its affiliates, Facilities, or related third parties (“Confidential Information”). Confidential Information includes Company Data, Facility Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that has been designated as being proprietary or confidential by the disclosing party or owner of such information or of which you should reasonably know that it should be treated as confidential.



18.2. Ownership of Confidential Information. You hereby acknowledge and agree that, except as otherwise provided in this Agreement,: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) you shall not use Confidential Information for any purpose except in furtherance of this Agreement; (c) you shall not disclose Confidential Information to any third party; and (d) you shall return or destroy all Confidential Information, upon the termination of your Account or at the request of the disclosing party (subject to applicable law and, with respect to MyShyft, its internal record-keeping requirements).



18.3. Exclusions. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure at disclosing party’s sole cost.



18.4. Protected Health Information. Notwithstanding anything to the contrary herein, you hereby agree and acknowledge that you will comply with all applicable laws regarding and related to the handling of, access to, and dissemination and destruction of protected health information (“PHI”), as that term is defined under applicable law, including the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), that you may gain access to as a result of providing Healthcare Services under this Agreement. Notwithstanding anything to the contrary herein, you hereby agree and acknowledge that you shall not upload to any Platform or otherwise provide to MyShyft or its Affiliates any PHI that would violate applicable law, including HIPAA. You also agree to the following HIPPA Subcontractor Agreement found here.