Last updated July 2024
These Terms of Service (the “TOS”) are made and entered into by and between you (or, if you are entering into these TOS on behalf of a company or other legal entity, such entity, including any successors, assigns, and third party beneficiaries) (“you”), and Quinable, Inc., a Delaware corporation (“Quinable”), and govern your access to and use of and Quinable’s provision of the Service (defined below), effective as of the earlier of the date you click “Accept,” first access or use the Service, or otherwise indicate your assent to these TOS (“Effective Date”).
THESE TOS REQUIRES BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TOS OR YOUR ACCESS TO OR USE OF THE SERVICE, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THESE TOS, AND YOU AGREE THAT ANY CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION OR ARBITRATION. PLEASE REVIEW SECTION A-15 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM. PLEASE REVIEW THESE TOS CAREFULLY. BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TOS, INCLUDING ANY UPDATES OR REVISIONS POSTED WITHIN THE SERVICE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE TO BE BOUND BY THESE TOS, DO NOT ACCESS OR USE THE SERVICE. AS FURTHER DESCRIBED IN SECTION A-2 HEREOF, (I) QUINABLE DOES NOT EMPLOY, RECOMMEND, ENDORSE, OR GUARANTEE ANY MEDICAL-SERVICE PROFESSIONALS, PROVIDERS, OR FACILITIES, AND (II) YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS AND TRANSACTIONS WITH OTHER USERS OF THE SERVICE.
You represent and warrant that you are at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater, and of legal age to form a binding contract. You further represent and warrant that you are not a person barred from accessing or using the Service under the laws of your country or state of residence or any other applicable jurisdiction. If you are entering into these TOS on behalf of a company or other legal entity, you represent and warrant that you are authorized and lawfully able to bind such an entity to these TOS, in which case the term “you” will refer to such entity. If you do not have such authority, or if you do not agree with the terms and conditions of these TOS, you may not access or use the Service.
When you provide your email address, name or other information to Quinable in connection with your use or access to the Service, you agree to allow Quinable to add your email address, name or other information provided to the database of users of the Service. You may receive one or more promotional emails from either the Service or a website of one of Quinable’s affiliates. You are welcome to opt-out to receive such promotional emails from the Service or such affiliates’ websites at any time. Please review our privacy policy for more information regarding our data collection and promotional email practices and safeguards. Your use of the Service signifies your acknowledgment of, and agreement with, our privacy policy. Quinable adheres to strong principles of privacy. You agree that we may access and use your user-contributed content in accordance with these TOS or our privacy policy and Quinable agrees that it will only disclose Your Content in accordance with these TOS and our privacy policy.
These TOS consist of three sections, and the applicability of each section to you depends upon the nature of your access to or use of the Service or your relationship to Quinable.
A. All Users: Applies to anyone who accesses or uses the Service.
B. Facilities: Applies to you to the extent you access or use the Service as a Facility (defined below).
C. Professionals: Applies to you to the extent you access or use the Service as a Professional (defined below).
Definitions.
“App” means any mobile application made available by Quinable for accessing or using the Service.
“Content” means any text, graphics, images, photos, audio or visual works, data, information or other content.
“Credentials” means any user accounts, passwords and other authentication credentials associated with your access to or use of the Service.
“Facility” means an entity that provides medical or physical care services and accesses or uses the Service to, among other things, post Service Requests, receive offers from Professionals to fill Service Requests, and pay Professional Services Fees.
“Intellectual Property” means all intellectual property and proprietary rights throughout the world, whether existing under statute or at common law or equity, now or hereafter in force or recognized, including: (i) copyrights, “moral rights,” trademarks, service marks, logos, trade dress, designs, patents, inventions, trade secrets, publicity rights and privacy rights; and (ii) all rights in any applications and registrations, including all renewals, extensions and restorations, for any of the foregoing.
“Platform” means Quinable’s proprietary online platform made available through its App and the website and associated domains of the Site (including all Content, software and other components composing the foregoing).
“Professional” means an individual who is a medical-services, hospitality or care professional and accesses or uses the Service to, among other things, offer his or her professional services to fill Service Requests for Facilities and receive payment in connection with performance of Professional Services.
“Professional Services Fees” means the fees payable to a Professional that is agreed upon between the Professional and a Facility for a Service Request using the Platform.
“Service” means the Platform, access to, and use of the Platform, as provided by Quinable.
“Service Request” means each individual request for Professional Services submitted through the Service by a Facility.
“Site” means https://www.quinable.com.
“Third-Party Content” means all Content made available through the Service by third parties, including other Users.
“Users” means anyone who access and uses the Site, whether as a Professional, on behalf of a Facility or otherwise.
“Your Content” means all Content that you submit, upload, email, transmit or otherwise make available through the Service.
How the Service Works.
The Platform. Quinable provides access to and use of the Platform to connect Professionals, who are independent third-party providers of medical, other care services and/or businesses that need service help and are willing to provide such services on a short-term basis (“Professional Services”), with Facilities, who are independent businesses that seek to engage Professionals to provide Professional Services. After a Facility posts a Service Request, a Professional may view the posting and choose to indicate the Professional’s availability to provide the medical services requested by the Facility for the Service Request. The Facility may then review responses from Professionals indicating availability and determine which Professional it wishes to engage based on information supplied by the Professionals to Facilities through the Service.
Service Requests. Each posting for a Service Request will be for one Professional, such that, to engage two Professionals, a Facility must submit two postings for Service Requests. Each posting for a Service Request must contain the nature and type of Professional Services required from the Professional, including a description of the services, the start and end time for the services, and the location where the services must be performed.
Service Applications. Professionals can review postings for Service Requests and, through the Service, submit an offer to the applicable Facility to provide Professional Services to fill any such Service Request (each such offer, a “Service Application”). Each Service Application must include certain information, including the Professional’s name, work history, certification information and any other information requested in the posting for the Service Request as permissible by applicable law.
Selection of Professionals. Facilities will be able to view all Professionals that have indicated they wish to provide Professional Services for any Service Request, including such Professional’s name, work history, and other information provided through the Service. Facilities will decide, in their sole discretion (and in compliance with applicable law), which Professional they wish to engage for any Service Request.
Performance of the Service. When a Professional arrives to fulfill the Service Request, they will open the Quinable App, which will track & record the independent contractor's time spent at the Facility.
Completed Service. Each Service Application that a Facility has accepted and for which the Professional has fully performed the applicable Professional Services to the satisfaction of the Facility is hereinafter referred to as a “Completed Service.”
Only a Platform. Quinable only provides a platform for Facilities and Professionals to communicate and contract with one another and exchange money as payment for Professional Services provided by Professionals to Facilities. The acceptance by a Facility of a Service Application submitted by a Professional through the Service forms an agreement directly and solely between such Facility and that Professional. Quinable is not a party to any such agreements. Quinable expressly disclaims and you expressly release Quinable from any and all liability arising from or relating to any such agreements between Professionals and Facilities.
Quinable does not:
Offer, provide or request Professional Services (or any training, equipment, or materials relating thereto);
Mediate or otherwise monitor the interactions between Users;
Have any control over or otherwise supervise the manner, means, quality, timing, legality, or failure to provide Professional Services or any aspect whatsoever of any feedback or ratings provided by Users; or
Have or attempt to exercise control over the integrity, responsibility, or any actions of any Users.
Independent Professionals. Facilities and Professionals are solely responsible for, and Quinable makes no representations about and disclaims all liability associated with, the following: (i) the suitability, reliability, quality, and timeliness of the Professional Services provided by Professionals; (ii) the credentials, background, suitability, skills, and reliability of each Professional; and (iii) the negligent, intentional or wrongful acts or omissions, or the willful misconduct, of Facilities and Professionals.
QUINABLE EXPRESSLY DISCLAIMS, AND FACILITIES EXPRESSLY RELEASE QUINABLE FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES AND/OR DAMAGES ARISING FROM AND/OR IN ANY WAY RELATING TO: (1) ANY MISSTATEMENTS AND/OR MISREPRESENTATIONS MADE BY A PROFESSIONAL; (2) THE ACCURACY, TIMELINESS OR COMPLETENESS OF ANY CREDENTIALS OR BACKGROUND INFORMATION PROVIDED BY A PROFESSIONAL; OR (3) THE NEGLIGENT, INTENTIONAL, OR WRONGFUL ACTS OR OMISSIONS, OR THE WILLFUL MISCONDUCT, OF A PROFESSIONAL.
QUINABLE EXPRESSLY DISCLAIMS, AND PROFESSIONALS EXPRESSLY RELEASE QUINABLE FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES AND/OR DAMAGES ARISING FROM AND/OR IN ANY WAY RELATING TO THE NEGLIGENT, INTENTIONAL, OR WRONGFUL ACTS OR OMISSIONS, OR THE WILLFUL MISCONDUCT, OF ANY FACILITY.
Any disputes relating to the Professional Services must be resolved directly between Professionals and Facilities.
Registration.
(a) Account Creation. To access and use the Service, you must register to create an account (“Account”). In registering for the Service, you shall: (i) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (“Registration Information”); and (ii) maintain and promptly update the Registration Information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Quinable reasonably suspects that you have done so, Quinable may suspend or terminate your Account.
(b) Credentials. You may not share your account or password with anyone. You are fully responsible for all activities that occur under your Account. You agree to notify Quinable immediately of any unauthorized use of your Account or password or any other similar breach of security.
(c) Inactive Accounts. If your Account remains inactive for six months or longer, Quinable reserves the right to suspend or terminate your Account, with or without notice to you, and delete Your Content. You expressly agree and acknowledge that Quinable disclaims and has no liability to you for any such suspension of termination of your Account or deletion of Your Content.
Grant of Rights.
(a) Service. During the term of these TOS, and subject to the payment of all fees due under these TOS and your compliance in all material respects with the terms and conditions of these TOS, Quinable hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service only through the online interface or Apps provided by Quinable.
(b) Limited Use. All rights granted to you pursuant to these TOS may only be exercised for your professional use or internal business purposes. Users are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access the Service solely for the purpose of posting Service Requests, searching for Professionals, submitting Service Applications, or participating in an interactive area hosted on the Services or for any other purpose clearly provided by the Service, all in accordance with these TOS. Any use of the Service that is not for one of these purposes or otherwise in accordance with these TOS or as otherwise authorized by us in writing is expressly prohibited.
(c) Changes. Quinable reserves the right to make modifications or improvements to or add or remove features from the Service from time to time, including changing the Platform through which the Service is offered.
Your Responsibilities.
(a) Restrictions. You may not yourself, nor may you permit any other party to: (i) reproduce, distribute, modify, translate, adapt or create derivative works based upon the Service; (ii) reverse engineer, decode, decompile, disassemble or otherwise attempt to access or derive the source code or architectural framework of the Service; (iii) access or use the Service for purposes of benchmarking or developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Service or any other products or services offered by Quinable; (iv) rent, lease, lend, sell or sublicense the Service or otherwise provide access to or use of the Service as part of a service bureau or similar fee-for-service purpose; (v) take any action that imposes an unreasonable or disproportionately heavy load on the Service or its infrastructure or that negatively affects the ability of others to access or use the Service; (vi) use spiders, crawlers, robots, scrapers or other similar means to access the Service, or otherwise substantially download, reproduce or archive any portion of the Service; (vii) frame or use any framing technique to enclose the Service or otherwise access or use the Service through any implementation other than as provided by Quinable; (viii) submit any materials to the Service for which you do not have all necessary rights and permissions to submit, including any materials that infringe the Intellectual Property of others; (ix) use the Service to transmit unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other similar communications; (x) transmit any computer virus, worm, Trojan horse, spyware or other malicious code to or through the Service; (xi) impersonate any entity, including Quinable personnel, or falsely state or otherwise misrepresent your affiliation with any entity; (xii) forge headers or otherwise manipulate identifiers to disguise the origin of any materials transmitted through the Service; or (xiii) access or use the Service in any way that does not comply with all applicable laws and regulations.
(b) Protection. You are solely responsible for protecting the confidentiality of your Credentials. You may not share or otherwise disclose your Credentials to any other party. In the event that you become aware of any unauthorized use of the Service through use of your Credentials, you will promptly give written notice to Quinable of such unauthorized use and make reasonable efforts to eliminate such unauthorized use.
(c) Policies. In addition to the terms and conditions of these TOS, access to and use of the Service must comply with and is subject to any honor code, acceptable use policy, privacy policy, and other guidelines or policies instituted by Quinable or its licensors or service providers.
Content.
(a) Your Content. You, and not Quinable, are solely responsible for: (i) Your Content and giving all required notices and obtaining all necessary consents (including all required rights and permissions from Intellectual Property holders) before submitting Your Content to the Service for use in accordance with these TOS; and (ii) ensuring that the submission of Your Content to the Service for use in accordance with these TOS will not violate any applicable laws or regulations or any of your obligations to any third party, including any duty of confidentiality.
(b) Use of Your Content. You hereby grant Quinable a perpetual, irrevocable, worldwide, royalty free, fully-paid-up, nonexclusive, sublicensable, transferable license to distribute, transmit, reproduce, modify, adapt, create derivative works from, publish, publicly perform, publicly display and otherwise use Your Content in connection with the Service.
(c) Publicity. Quinable may identify you as a User of the Service and a customer of Quinable within Quinable websites or press releases, brochures or other marketing materials disseminated by Quinable.
(d) Third-Party Content. You acknowledge and agree that the Service may provide access to or rely on Third-Party Content, and the third parties who provide Third-Party Content, and not Quinable, are entirely responsible for such content, including its quality, accuracy and completeness. Quinable is not liable for any damage or loss caused by or resulting from use of or reliance on any Third-Party Content.
Intellectual Property Rights.
(a) Quinable Ownership. You acknowledge and agree that: (i) as between Quinable and you, Quinable owns all rights, title and interest (including all Intellectual Property) in and to the Service, except with respect to any of Your Content contained in the Service; and (ii) the Service is a compilation or collective work protected under the United States Copyright Act and other laws (including international laws) and treaties.
(b) Your Ownership. Quinable acknowledges and agrees that, as between you and Quinable, you own all rights, title and interest (including all Intellectual Property) in and to Your Content.
(c) Feedback. If you elect to provide or make available to Quinable any suggestions, comments, ideas, improvements or other feedback relating to the Service, Quinable will be free to use, disclose, reproduce, have made, modify, license, transfer and otherwise utilize and distribute such feedback in any manner, without credit or compensation to you.
(d) Intellectual Property Notices. You may not remove, obscure or modify in any way any copyright or trademark notices or other notices or disclaimers that appear within the Service.
(e) Reservation of Rights. Quinable reserves all rights not expressly granted to you under these TOS.
Term, Suspension and Termination.
(a) Term. The term for these TOS will commence on the Effective Date and will continue while you use the Service unless earlier terminated pursuant to Section A-8(b).
(b) Termination. Quinable reserves the right to terminate, block or suspend, with or without notice to you, your access to and use of the Service, for any reason whatsoever, with or without cause, including, without limitation: (i) your failure to make any payment when due under these TOS; or (ii) your violation of these TOS. Any such termination, blockage or suspension will be without prejudice to any other rights or remedies available to Quinable under these TOS or applicable law.
(c) Events Upon Termination. Upon termination of these TOS for any reason: (i) all rights granted by the parties under these TOS will immediately terminate, subject to Section A-6(b); and (ii) you will immediately cease all access to and use of the Service.
(d) Survival. Any provision that, by its terms, is intended to survive the expiration or termination of these TOS will survive such expiration or termination, including Sections: A-2(g) (Only a Platform); A-2(h) (Independent Professionals); A-5 (Your Responsibilities); A-6 (Content); A-7 (Intellectual Property Rights); A-8(c) (Events Upon Termination); A-8(d) (Survival); A-9 (Representations and Warranties); A-10 (Indemnification); A-11 (Disclaimer of Warranties); A-12 (Limitations of Liability); A-13 (Links and External Materials); A-15 (Arbitration and Equitable Relief); A-16 (Governing Law); A-18 (Miscellaneous); B (Facilities); and C (Professionals).
Representations and Warranties. Each party represents and warrants to the other that: (a) such party has the necessary power and authority to enter into these TOS; (b) the agreement to be bound by, and the adoption and performance of, these TOS have been authorized by all necessary individual, corporate, company or institutional action; (c) entry into and performance of these TOS will not conflict with any provision of law or the certificate of incorporation, bylaws or comparable organizational documents of such party; (d) no action by any governmental entity is necessary to make these TOS valid and binding upon such party; and (e) it possesses all governmental licenses and approvals necessary to perform its obligations under these TOS.
Indemnification. Quinable will have no liability for, and You will fully indemnify, defend and hold Quinable harmless from and against any loss, damage, cost, liability and expense (including reasonable attorneys’ fees and expenses) arising from any action or claim resulting from: (i) Your Content; (ii) your violation of these TOS, any law or regulation, or any rights (including Intellectual Property rights) of another party; (iii) your access to or use of the Service; or (iv) any misclassification of you as an independent contractor. Quinable reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you under this Section A-10, in which event you will fully cooperate with Quinable in the defense or settlement of such matter.
Disclaimer of Warranties.
(a) Service Provided As-Is. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. ALL PRODUCTS AND SERVICES PROVIDED UNDER THESE TOS ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS.” QUINABLE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXCEPT AS SET FORTH IN SECTION A-9), EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION: (I) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (II) ANY WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY, CURRENCY OR COMPLETENESS OF THE PRODUCTS AND SERVICES PROVIDED UNDER THESE TOS, OR THAT USE OF SUCH PRODUCTS AND SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET YOUR REQUIREMENTS.
(b) Interactions with Other Users. You are solely responsible for your interactions and transactions with other Users. You agree to look solely to such other Users for any claim, damage or liability associated with any communication or transaction via the Service. YOU EXPRESSLY WAIVE AND RELEASE QUINABLE FROM ANY AND ALL LEGAL RESPONSIBILITIES, CLAIMS, RIGHTS OF ACTION, CAUSES OF ACTION, SUITS, DEBTS, JUDGMENTS, DEMANDS, DAMAGES AND LIABILITIES ARISING OUT OF ANY ACT OR OMISSION OF ANY OTHER USER OR THIRD PARTY, INCLUDING DAMAGES RELATING TO MONETARY CLAIMS, PERSONAL INJURY OR DESTRUCTION OF PROPERTY, MENTAL ANGUISH, INTEREST, COSTS, ATTORNEYS’ FEES, AND EXPENSES. YOUR SOLE REMEDIES WITH RESPECT THERETO SHALL BE BETWEEN YOU AND THE APPLICABLE USER OR OTHER THIRD PARTY. QUINABLE RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR DISPUTES BETWEEN USERS. THE SERVICE IS A MARKETPLACE SERVICE FOR USERS TO CONNECT ONLINE EACH USER IS SOLELY RESPONSIBLE FOR INTERACTING WITH AND SELECTING ANOTHER USER, CONDUCTING ALL NECESSARY DUE DILIGENCE, AND COMPLYING WITH ALL APPLICABLE LAWS.
Limitations of Liability.
(a) General. IN NO EVENT WILL QUINABLE BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR COSTS OF COVER, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY OR RESULTING FROM ANY USE OF OR INABILITY TO USE THE SERVICE, SUCH AS ANY MALFUNCTION, DEFECT OR FAILURE OF THE SERVICE OR ITS DELIVERY VIA THE INTERNET, OR ANY INACCURACY, INCOMPLETENESS OR OTHER DEFECT IN ANY CONTENT ACCESSIBLE THROUGH THE SERVICE, EVEN IF QUINABLE HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. OTHER THAN WITH RESPECT TO QUINABLE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL THE AGGREGATE LIABILITY OF QUINABLE UNDER THESE TOS EXCEED THE GREATER OF (i) THE AMOUNT OF FEES RECEIVED BY QUINABLE FROM YOU UNDER THESE TOS IN THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE LIABILITY AROSE, OR (ii) $500.
(b) Quality of Professional Services. THE QUALITY OF PROFESSIONAL SERVICES REQUESTED THROUGH THE USE OF THE SERVICE IS ENTIRELY THE RESPONSIBILITY OF THE PROFESSIONAL WHO PROVIDES SUCH PROFESSIONAL SERVICES. FACILITIES UNDERSTAND AND EXPRESSLY AGREE THAT BY USING THE SERVICE, THEY MAY BE EXPOSED TO SERVICES THAT ARE POTENTIALLY HARMFUL, UNSAFE, OR OTHERWISE OBJECTIONABLE, AND THAT USE OF THE PROFESSIONAL SERVICES, AND SUCH PROFESSIONALS IS AT FACILITIES’ OWN RISK.
Links and External Materials. Quinable or Users may provide links to other websites or resources. You acknowledge and agree that Quinable does not endorse and is not responsible for any content, advertising, products, services or other materials on or available through such sites or resources (“External Materials”). These other sites and resources are subject to different terms and conditions and privacy policies, which you are responsible for reviewing. Quinable is not liable for any damage or loss caused by or resulting from use of or reliance on any External Materials.
Procedure for Making Claims of Copyright Infringement. If you believe that your work has been made available through the Service in a way that constitutes copyright infringement, please provide the Quinable Agent for Notice of Copyright Claims with the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Service; (d) your address, telephone number and email address; (e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. The Quinable Agent for Notice of Copyright Claims can be reached as follows:
Quinable, Inc. 7500 Rialto Blvd Suite 1-250 Austin, Texas 78735 Phone: (855) 287-4196 Email: legal@quinable.com
Governing Law. These TOS will be construed in accordance with and governed by the laws of the State of Texas, without regard to conflicts of laws principles. Without limiting the agreement to arbitrate set forth in Section 15, you and Quinable agree the exclusive venue for resolving any dispute between you, including but not limited to any dispute arising out of or related to these TOS, that is not submitted or compelled to arbitration for any reason shall be in the state and federal courts located in Travis County, Texas, and you consent to the jurisdiction of the federal and state courts located in Travis County, Texas; provided, however, the foregoing shall not limit or displace in any way the scope of the parties’ agreement to arbitrate in Section 15. You further acknowledge and agree that many of the witnesses and records that would be relevant to any dispute between the parties are located in Austin, Texas, and that Austin, Texas, would not be an inconvenient forum for the resolution of any dispute between the parties. You hereby waive any objection to Austin, Texas, as a forum and venue for the hearing of any dispute between you and Quinable that is not compelled to arbitration for any reason, including but not limited to any objection based on convenience. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these TOS.
California Residents. In accordance with California Civil Code §1789.3, if you are a California resident or access or use the Service from California, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting such unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Miscellaneous.
(a) Independent Contractors. The relationship between Quinable and you established by these TOS is solely that of independent contractors. All of the terms and conditions of this TOS will be interpreted in light of that relationship. As an independent contractor, you will have no authority to bind Quinable to any obligation, including no authority to sign agreements on behalf of Quinable. There is no intention to create by this TOS an employer-employee relationship as between Quinable and you and no such employer-employee relationship shall be inferred or deemed to exist. Neither party is in any way the partner or agent of the other, nor is either party authorized or empowered to create or assume any obligation of any kind, implied or expressed, on behalf of the other party, without the express prior written consent of such other party. You will have no management role at Quinable. Quinable agrees that it will have no right to control or direct the details, manner or means by which you accomplish the results of the services performed under this TOS. You will use your own means and methods to perform any Professional Services that you are engaged to provide by a Facility.
(b) Notice. All notices, demands and other communications (“Notices”) to be given or delivered under or by reason of the provisions of these TOS will be in writing and sent to the parties according to the contact information provided below, or such other contact information as either party notifies the other in accordance with this Section A-18(b):
To Quinable: Quinable Inc. 7500 Rialto Blvd Suite 1-250 Austin, Texas 78735
Email: legal@quinable.com To You: At Your physical address or email address as specified in your Account.
(c) Assignment. You may not assign these TOS, or sublicense, assign or delegate any right or obligation under these TOS, by operation of law or otherwise, without the prior written consent of Quinable. These TOS will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
(d) Interpretation. For the purposes of these TOS: (i) the words “such as,” “include,” “includes” and “including” will be deemed to be followed by the words “without limitation;” (ii) the word “or” is not exclusive; and (iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to these TOS as a whole. These TOS will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
(e) Entire Agreement. These TOS contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous or contemporaneous oral or written negotiations or agreements with respect to such subject matter.
(f) Amendment. These TOS may not be amended by you except in a writing executed by an authorized representative of each party.
(g) Severability. If any provision of these TOS is held to be invalid or unenforceable under applicable law, then such provision will be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of these TOS.
(h) No Waiver. The failure of either party to require strict performance by the other party of any provision hereof will not affect the full right to require such performance at any time thereafter, nor will the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Any waiver of the provisions of these TOS, or of any breach or default hereunder, must be set forth in a written instrument signed by the party against which such waiver is to be enforced.
(i) Force Majeure. Neither party will be liable for any failure to perform under these TOS to the extent due to any act of God, fire, casualty, flood, war, strike, lock out, failure of public utilities, acts or omissions of third party technology providers, injunction or any act, exercise, assertion or requirement of any governmental authority, epidemic, destruction of production facilities, insurrection or any other cause beyond the reasonable control of the party invoking this provision.
Acknowledgment and Agreement
(a) Ongoing Agreement. By accessing or using the Service, you acknowledge and agree that you are aware of and have reviewed these Terms of Service. You further agree that each time you log into the platform, you reaffirm your acceptance of and agreement to these Terms of Service.
(b) Superseding Agreement. These Terms of Service constitute the entire agreement between you and Quinable regarding your use of the Service and supersede any prior agreements, understandings, or arrangements, whether written or oral, relating to the subject matter of these Terms of Service. You acknowledge and agree that no terms or conditions contained in any other document, correspondence, or other communication shall alter or supplement the terms of these Terms of Service unless expressly agreed to in writing by an authorized representative of Quinable.
Payment of Fees and Taxes.
Professional Services Fees. You acknowledge and agree that all Professional Services Fees shall be agreed upon between the Professional and a Facility by using the Platform. Quinable does not determine or negotiate Professional Services Fees. Quinable then applies a modest, transparent markup to these rates. This approach ensures that Facilities have full control over their budget and can use the tools provided by Quinable to set rate limits and caps as needed. Facilities can:
Set the rate of pay for each shift.
Use tools to control rate limits.
Implement caps on rates for budgeting purposes.
Set caps on the hours daily, weekly, monthly, or by daily budgets, weekly and monthly, and even by different specialties.
When posting shifts, these rates and the applicable markup are transparently displayed. This flexibility allows Facilities to manage their financial planning effectively and ensures a clear understanding of costs.
Authorization to Facilitate Payment. By posting a shift, selecting a provider to work the shift, and approving the time summary submitted by the provider, you grant authorization to Quinable to facilitate the payment on your behalf. You agree to pay Quinable the applicable Professional Services Fees for the amount show in the invoice to you and the agreed markup as noted as the rate billed. This includes any fees for completed shifts, regardless of whether they are approved or deemed approved after 72 hours.
Deadline to Review; Deemed Approval. Upon completion of the Professional Services, Professionals will submit a time summary for your review and approval on the Platform. You must employ commercially reasonable efforts to review and either approve or dispute the time summary as submitted in a timely manner. Any time summary that is not either approved or disputed as of 72 hours after submission by the Professional will be deemed approved by the Facility.
Payment. Upon the completion of a Service Request, Quinable will invoice the Facility that posted such Service Request for the applicable Professional Services Fees. All fees are in US dollars unless otherwise specified herein or on the Service. All invoices provided through the Service are due and payable to Quinable promptly following receipt thereof, but in any event within zero to thirty (0 to 30) days of receipt maximum by the Facility based upon the pre-negotiated & agreed upon terms between Facility and Quinable; provided that, Quinable may, in its sole and absolute discretion, modify payment terms, require prepayment and/or require further assurances to secure the payment obligations of a Facility. Quinable will provide you with written notice (including via email) of any modification in the payment terms, if prepayment is required or if further assurance of performance is required. Quinable may take these actions for any reason that it deems reasonable and appropriate, including, without limitation, Your payment or credit history. Past-due invoices, beyond agreed terms, will accrue interest at the rate of .1% per day on the unpaid balance. Quinable reserves the right to limit or suspend Your access to, use of, or visibility on the Service until any past-due amounts are paid. You also recognize that Quinable is merely facilitating payments between a Facility and a Professional for services rendered by the Professional. As Quinable is pre-paying your obligation to the Professional prior to you receiving an invoice from Quinable, you recognize that you are obligated to pay your invoice by the due date shown on that invoice. Furthermore, you agree that failure to pay by the due date could result in higher future fees charged by Quinable and/or interest on outstanding balances. Failure to pay on time could result in suspension in service or removal from the Quinable platform altogether.
Taxes. To the extent applicable, any and all amounts payable under these TOS by you are exclusive of any value-added, sales, use, excise and other similar taxes (collectively, “Taxes”). You are solely responsible for paying all applicable Taxes. If Quinable has the legal obligation to collect any Taxes, you will promptly reimburse Quinable upon invoice. If you are required by law to withhold any taxes from your payments to Quinable, you will provide Quinable with an official tax receipt or other appropriate documentation to support such payments and take reasonable steps to minimize such payments.
Payment Method. When you create an Account, you may be required to provide valid credit card information or automated clearing house account information (“Payment Information”). By providing your Payment Information, you hereby authorize Quinable and its third-party payment processor to immediately charge you for all charges due and payment to Quinable and to any Professional in connection with your Account and accept the terms for payment processing instituted by such third-party payment processor, and you further agree that no additional notice or consent is required. Quinable cannot control, and hereby disclaims all liability associated with, any fees that may be charged by your bank in relation to collection of any Professional Services Fees. Furthermore, you shall immediately notify Quinable of any change in your Payment Information, including your billing address, used for payment hereunder.
Refunds. Quinable has no obligation to provide refunds or credits, but may grant them in extenuating circumstances in its sole discretion. If you believe Quinable made an error in processing your payment(s), please contact Quinable at the contact information listed in Section A-18(b).
No Circumvention. You acknowledge that one benefit of the Platform is your ability to access a wide network of Professionals and that you would not otherwise have access to such Professionals. Therefore, it is a violation of these TOS to intentionally avoid the payment of fees to Quinable by contracting directly with Professionals outside of the Platform, unless it is to employ a Professional on a full-time basis, defined as a permanent employment engagement in which the employee works at least thirty (30) hours per week, on average. You must immediately notify Quinable if another User requests that payment be made through channels other than those provided or specified by Quinable. Notwithstanding the foregoing, nothing in these TOS shall prohibit you from entering into an employment relationship directly with Professionals.
Insurance. Facilities must, at their own expense, prior to the arrival of any Professionals and throughout the time period that they use the Platform, obtain and maintain insurance coverage sufficient to protect and cover their businesses, employees, contractors and guests from and against any injury, property damage, or other harms, including, but not limited to, any injury, property damage, or other harms that may arise out of or relate to, any Service Requests that they list on the Platform. Further, Facilities agree to provide us with certificates of insurance evidencing such coverages upon request. Facilities are ultimately responsible for the Professionals and Professional services provided to them by using this Platform. By using this Service, you recognize that all potential liability or injury claims of negligence, misconduct or error, due to the actions of a Professional, shall be the sole responsibility of the Professional, not Quinable, and you will look solely to the Professional and your own insurance for any compensation or damages.
Conversion Fee. CLIENT agrees not to directly or indirectly employ or engage any provider, network member, independent contractor, staff or employee of Quinable for a period of 180 days from the date of the last invoice is paid. Any party violating this paragraph will pay to the other party a fee in the amount of 30% of the hired person’s annualized compensation with the new employer.
Temp-to-Perm. In the event Facility Client wishes to employ any person that with a prior relationship with Quinable including workers, providers or staff members that were introduced through the service relationship with Quinable, facility client may hire away and employ the subject providers upon agreement and authorization from Executive Management of Quinable, which agreement shall not be unreasonably withheld, after said workers accrues 800 hours (RN and LVN) or 480 hours (CNA and CMA) with the Quinable and all other positions 400 hours. The 800 or 480 hours shall be retroactive and begin accruing at the initial time personnel commenced working for Facility Client. All invoices outside of the thirty (30) day terms shall be satisfied prior to transitioning of any personnel from temporary to permanent status. No additional cost shall be incurred for electing the Temp-to-Perm option. Executive Management of Quinable has the right to reduce these terms at any time at their discretion if they so choose.
Service Requests. Service Requests must be accurate and include certain information, such as the site name, address, point of contact for the selected Professional, duration of the engagement, and shift length and start time. Service Requests must be specific to one engagement.
Responsiveness. You must use commercially reasonable efforts to respond to all Service Applications in response to your Service Requests.
Cancellations. If you cancel an engagement within four (4) hours of the listed start time, you will be billed for four (4) hours of Professional Services at the applicable rate you determined, and the Professional will be paid the applicable Professional Services Fees for such time.
If a shift is bid on and approved by the facility and then canceled within 4 hours of the shift start time, the facility pays the provider 4 hours at the advertised rate. If a shift is bid on and approved by the facility and then rejected (effectively canceled) within 4 hours, the facility pays the provider 4 hours at the advertised rate. If a shift is bid on and approved by the facility, and the provider works part of the shift and is sent home early (works less than 4 hours) the facility pays the provider 4 hours at the advertised rate. If a shift is bid on and approved by the facility, and the provider works part of the shift and is sent home early (works more than 4 hours) the facility pays the provider for the full amount of hours at the advertised rate.
Compliance with Laws. Facility must comply with all applicable laws, rules and regulations in connection with the use of the Platform and the use of Professionals.
Contract Shift Cancellation Policy. Facility Obligations and Penalties, In the event a facility terminates a contract shift assignment early without just cause, the facility is required to compensate the provider for one additional week (36 hours) of work beyond the hours already worked, regardless of the total length of the contract. Just cause includes, but is not limited to, unsafe working conditions or the provider being demonstrably unqualified despite multiple remediation attempts. Additionally, should the facility cancel a contract shift assignment in full because internal staff has picked up the shift or for any other reason not related to provider performance or safety, the facility is liable to pay the provider for all worked hours up to the point of cancellation plus an additional week of compensation (36 hours). If the cancellation occurs within the final week of the contract term, the facility is responsible for paying the provider for the remainder of the contract.
Accepted Grace Cancellations: Facilities are allowed up to two (2) grace cancellations per calendar year for the following accepted reasons:
Natural Disasters or Extreme Weather Events: Situations like hurricanes, floods, earthquakes, or severe snowstorms that make it impossible or highly unsafe for the facility to operate normally.
Government-Mandated Closures or Public Health Emergencies: Situations such as pandemics, government-imposed lockdowns, or other public health emergencies that necessitate the closure or reduced operation of the facility.
Critical Infrastructure Failures: Unplanned major power outages, water supply disruptions, or other critical infrastructure failures that prevent the facility from operating.
Unexpected Legal or Regulatory Issues: Sudden changes in laws or regulations, or unforeseen legal issues that affect the facility’s ability to maintain its operations.
Facility Damage: Significant damage to the facility from fire, flooding, or other events that render it unusable or unsafe for a period of time.
Unforeseen Financial Hardship: Extreme financial hardship that was not foreseeable at the time of the contract signing, making it impossible for the facility to fulfill its obligations, assessed on a case-by-case basis.
For a cancellation to be accepted as a grace cancellation, the facility must provide timely notice to both the provider and Quinable, ideally at least 48 hours in advance, except in cases where such notice is impractical due to the nature of the emergency. Adequate documentation supporting the reason for the cancellation must be submitted for review and approval by Quinable.
Provider Obligations and Penalties: Providers who choose to terminate a contract shift assignment early must provide a written notice of at least two weeks to the facility. Failure to comply with this notice period will result in the provider forfeiting any remaining attendance or completion bonuses. Should the provider cancel a contract shift assignment without just cause or be deemed unfit for the position after multiple remediation attempts, Quinable will take swift action to refill the contract shift assignment, and the provider will not be eligible for the attendance or completion bonus. In instances where the facility is left short-staffed due to provider cancellation, the facility reserves the right to report the provider to the State Board of Nursing for abandonment, which may have further professional consequences.
General Provisions: All parties are expected to honor their contractual commitments diligently. Quinable reserves the right to amend these terms and enforce penalties manually until a system-based solution is implemented. Any disputes arising from contract shift cancellations shall be subject to the dispute resolution provisions outlined in Quinable’s general Terms of Service. These contract shift cancellation policies are designed to protect the integrity of the contracting process, ensure fairness, and maintain trust between facilities and providers. By accepting a contract shift assignment, both facilities and providers agree to the contract shift cancellation policy terms set forth herein.
Arbitration and Equitable Relief
Disputes: Except as provided in Section B-15(g), you and Quinable agree that all disputes, controversies, and claims (“Claims”) between you, including but not limited to any Claim related to or arising under this Agreement, the use of the Platform or the provision or receipt of Professional Services, or the nature of the relationship between you and Quinable, will be settled by binding arbitration to be conducted in the English language in accordance with the rules then in effect of the American Arbitration Association, whether such dispute or controversy arose before or after the date you entered into this TOS. The scope of this provision applies to all Claims against Quinable, its successors or assigns, or any of the current or former officers, directors, principals, shareholders, owners, employees, or agents of any of them. Any question regarding the scope, enforceability, validity, interpretation, or application of the parties’ agreement to arbitrate, including any claim of unconscionability, shall likewise be settled by binding arbitration. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction.
Quinable’s Sole Discretion: Notwithstanding the foregoing, Quinable shall have the sole and exclusive discretion to choose whether to resolve any dispute, controversy, or claim through arbitration or by bringing an action in a court of competent jurisdiction. You agree that Quinable’s decision on the method of dispute resolution shall be final and binding.
Individual Basis: You and Quinable agree to resolve any dispute in arbitration on an individual basis only, and not on a class, consolidated, representative or collective basis. The arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis and there will be no right or authority for any dispute to be brought, heard, or arbitrated as a class action, collective action, representative action, other multi-party or consolidated action, or any other action on behalf of or together with individuals other than yourself (“Class Action Waiver”). If at any point this Class Action Waiver is determined to be unenforceable, the parties agree that this provision shall not be severable, unless it is determined that the arbitration may still proceed on an individual basis only.
Demand for Arbitration: All claims in arbitration are subject to the same statutes of limitation that would apply in court. The party bringing the claim must deliver a written demand for arbitration within the applicable statute of limitations period. The demand for arbitration shall include identification of the parties, a statement of the legal and factual basis of the claim(s), and a specification of the remedy sought. Service of any demand for arbitration on Quinable shall be provided to [•] and such other designee Quinable may provide. Service of any demand for arbitration on you shall be sent to your address as reflected in the Registration Information. The arbitrator shall resolve all disputes regarding the timeliness or sufficiency of the demand for arbitration.
Selection of Arbitrator: You and Quinable shall select one (1) neutral arbitrator by mutual Agreement. If we cannot agree on an arbitrator within 30 days of the written demand for arbitration, the arbitrator shall be selected in accordance with the procedures found in the then current AAA’s Commercial Arbitration Rules and Mediation Procedures (the “Arbitrator”). Unless the parties jointly agree otherwise, the Arbitrator shall be either an attorney who is experienced in employment law and licensed to practice law in the state in which the arbitration is convened, or a retired judge.
Location of Arbitration: The location of the arbitration proceeding shall be no more than 45 miles from the last place you used the Platform prior to the claim arising, unless each party to the arbitration agrees in writing otherwise.
Costs: The parties shall equally split the AAA filing, administrative and arbitrator fees associated with the arbitration. Each party will separately pay its counsel fees and expenses unless otherwise required by law.
Attorney’s Fees: In the event that any action or proceeding, including arbitration, is brought to enforce any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs, including those incurred in any appeal, in addition to any other relief to which it may be entitled.
Exceptions to Arbitration Provision:
The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without abridgment of the powers of the arbitrator, provided the remainder of any such dispute shall be subject to arbitration.
This arbitration provision shall not apply to Claims that are not subject to pre-dispute agreements to arbitrate.
This TOS does not prevent you from filing a charge with, or seeking relief from, the National Labor Relations Board, the U.S. Department of Labor, or the Equal Employment Opportunity Commission. This Agreement also does not prevent you from filing claims with similar state agencies if applicable law allows you to do so. Nothing in this Agreement shall be deemed to preclude or excuse either party from bringing an administrative claim before any agency in order to fulfill the obligation of either party to exhaust administrative remedies before making a claim in Arbitration.
Acknowledgment: YOU HAVE READ AND UNDERSTAND SECTION 15, WHICH DISCUSSES ARBITRATION. YOU UNDERSTAND THAT BY ACCEPTING THESE TOS, YOU AGREE TO SUBMIT ANY CLAIMS ARISING OUT OF OR RELATING TO, (a) THIS TOS, OR THE EXISTENCE, BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY HEREOF, OR (b) YOUR ACCESS TO OR USE OF THE SERVICE AT ANY TIME, WHETHER BEFORE OR AFTER THE DATE YOU AGREE TO THIS TOS, TO BINDING ARBITRATION, EXCEPT AS PROVIDED IN SECTION B-15(g), AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF YOUR RIGHT TO BRING A LAWSUIT AND TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE RELATIONSHIP BETWEEN THE PARTIES. Except as otherwise required under applicable law, YOU FURTHER ACKNOWLEDGE AND AGREE THAT, PURSUANT TO THIS PROVISION, YOU ARE PRECLUDED FROM BRINGING ANY CLASS, CONSOLIDATED, REPRESENTATIVE OR COLLECTIVE ACTION AGAINST QUINABLE. The parties mutually intend and agree that class CONSOLIDATED, REPRESENTATIVE OR COLLECTIVE ACTIONS and CLASS or collective action procedures shall not be asserted, nor will they apply, in any dispute covered by this Agreement. Rather, each party shall only submit their/its own, individual claims in arbitration and will not seek to represent the interests of any other person. Accordingly, the parties mutually agree to waive the right to bring any class or collective actions in the arbitral forum. In the event this class action/collective action waiver is determined to be unenforceable or invalid, the parties mutually agree that any resulting class or collective action will not be subject to arbitration and will instead be brought in a court of competent jurisdiction. You acknowledge and agree that Quinable may lawfully seek enforcement of this Agreement, including this class action/collective action waiver under the Federal Arbitration Act, and Quinable may also seek dismissal of any such class or collective action based on the terms of this Agreement.
Substantive Law in Arbitration Proceeding: The arbitrator shall apply the law of the state in which you last used the Platform to request or provide Professional Services. For the avoidance of doubt, questions regarding the scope, enforceability, or other aspects of this Section 15 shall be subject to the terms of Section 17 below.
Changes: Quinable may modify, revise, or terminate the terms of this Section 15 by giving you at least 30 days’ advance notice of the modification, revision, or termination. Any such modification, revision, or termination shall not be effective as to claims for which a demand for arbitration is or has been made prior to the effective date of the modification, revision, or termination.
Jury Waiver: Without limiting the parties’ agreement to arbitrate in any way, you and Quinable agree to waive a jury trial of any dispute, controversy, or claim between them that is not submitted or compelled to arbitration for any reason whatsoever.
Discretion and Relationship.
(a) Discretion to Use the Service. You retain complete and total discretion as to when you use and do not use the Service. There are no set times or days during which you must use the Service and you may choose not to use it all. Service Requests are posted through the Service by Facilities, not Quinable, and you retain total and complete discretion as to which Service Requests you submit a Service Application for and which you do not. There is no requirement that you submit a Service Application to any Service Request or any minimum number of Service Applications you must submit.
(b) Discretion to Provide Services. Quinable may not direct or control your interactions with Facilities, your provision of Professional Services to Facilities, or your acts or omissions (for example, nothing herein requires you to wear or present any Quinable branding in connection with performing Professional Services). The Service merely makes Service Requests visible to you, and you retain total and complete discretion as to when to use the Service, whether to respond to any Service Requests, and your provision of Professional Services to Facilities. Moreover, you and Quinable acknowledge and agree that you retain total and complete discretion to provide other services or otherwise engage in any other business activities, including using software similar to the Service provided by Quinable’s competitors.
(c) Service Requests Not Guaranteed. Quinable does not and cannot guarantee that Facilities will post Service Requests, that any Facility will engage you to perform Professional Services, or that a Service Request will not be canceled by the applicable Facility.
(d) Qualifications. You represent that you are duly licensed (as applicable) and have the experience, qualifications, and ability to perform each Request you accept.
(e) No Authorization. You acknowledge and agree that you are not the agent or representative of Quinable and are not authorized to make any representation, contract or commitment on behalf of Quinable.
(f) No Reimbursement. Quinable does not and cannot reimburse you for any expenses you incur as a result of your performance of Professional Services for Facilities.
(g) No Employment Relationship. In addition to the terms set forth in Section A-18(a) above, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THERE IS NO EMPLOYMENT, PART-TIME EMPLOYMENT, CONSULTING, PARTNERSHIP, OR JOINT VENTURE RELATIONSHIP WHATSOEVER BETWEEN YOU AND QUINABLE. You further agree and acknowledge that Quinable is not an employment service or agency and does not secure employment for you. You acknowledge and agree that you are not entitled to, and hereby elect not to participate in (on either a prospective or retrospective basis), any of the benefits that Quinable makes available to its employees, such as group insurance, profit-sharing or retirement benefits (and you hereby waive any rights to receive any such benefits).
(h) Consent to Text Messages and Phone Calls. You consent to receiving text messages and phone calls from Quinable at the phone number provided in your Registration Information for the purpose of communicating information regarding Service Requests. You are solely responsible for any costs you incur when receiving text messages, including any carrier charges that apply for receiving such text messages.
(i) Professional Services Fees. You acknowledge and agree that all Professional Services Fees shall be agreed upon between you and a Facility by using the Platform. Quinable does not determine or negotiate Professional Services Fees.
Registration Information.
(a) Maintaining Accuracy. You represent and warrant that (i) any health-care related license numbers (e.g. Registered Nurse license number) (“Licenses”) you provide Quinable in your Registration Information or otherwise are valid and in force, (ii) such License(s) will remain in full force for so long as you submit Service Applications for Service Requests requiring any such License(s), and (iii) you will notify Quinable and all Facilities that you have agreed to perform future Professional Services for you if you: (A) become suspended or barred from practicing in any jurisdiction, (B) lose any of your License(s), (C) are facing disciplinary actions, including suspension, or (D) make any changes to your Registration Information.
(b) Verification. Quinable may, but has no obligation to, independently verify your Registration Information and any other statements you make on the Service for the purpose of verifying that those statements are accurate and complete (“Verification Purposes”). If Quinable chooses to verify any such representations, statements or any information, you hereby authorize Quinable, either directly or indirectly through third-party vendors or service providers, to attempt to verify such information, which verification may include, without limitation, conducting checks related to your health care registration and/or license, checks related to your background, and or checks with available public records for Verification Purposes. You hereby consent to any collection, use or disclosure in order to accomplish such verification, and agree to provide any documentation or information at Quinable’s request to facilitate these processes. For information about Quinable’s use of your personal information in relation to these checks, please see Quinable’s Privacy Policy available at: https://www.quinable.com/privacy-policy/.
Insurance. You, the Professional, at your own expense, must comply with the insurance requirements of any Facility that engages you to perform Services using the Platform
Professional Payment Terms.
(a) Payment of Fees. For each Completed Service that you perform, you will receive from Quinable, by way of the Service, the applicable Professional Services Fees. You will enter your current bank account information within your Account, and you agree that Quinable’s third-party payment processors and Quinable may transfer to such a bank account the Professional Services Fees you are owed, if any, with respect to each Completed Service that you perform. Professional Services Fees owed to you will be deposited in your bank account within a reasonable time of a Service Request for which you provided Professional Services being marked as a Completed Service on the Service. You, and not Quinable, are solely responsible for the accuracy of your bank account information, including your bank account number and routing information. Quinable hereby disclaims all liability related to errors in fund deposits due to inaccurate or incomplete bank account information. Quinable does not currently charge Professionals a fee for using the Service. Quinable reserves the right to alter this policy in the future and at any time in its discretion.
(b) Taxes. You are solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to your performance of Professional Services and receipt of Professional Services Fees or any other fees in connection with Professional Services. You are exclusively liable for complying with all applicable federal, state, and local laws, including laws governing self-employed individuals, if applicable, such as laws related to payment of taxes, social security, disability, and other contributions based on fees paid to you by Facilities in connection with a Completed Service or otherwise received by you through the Service. Quinable will not withhold or make payments for taxes, social security, unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. You hereby agree to indemnify and defend Quinable against any and all such taxes or contributions, including penalties, interest, attorneys’ fees and expenses. Quinable cannot and does not offer tax advice to Users.
Compliance with Laws. Each Professional must comply with all applicable laws, rules and regulations in connection with the use of the Platform and the provision of Professional Services.
These TOS is a legally binding contract between You and Quinable. By electronically signing and/or clicking an “Agree” or similar button and/or using the Site, You affirm that 1) You are of legal age 2) You have the legal capacity to enter into these TOS, 3) You have read these TOS, and 4) You agree to abide by all of the terms and conditions stated or referenced herein.