QUINABLE TERMS OF SERVICE

These Terms of Service (the "TOS") are established and agreed upon by and between Quinable, Inc., a Delaware corporation ("Quinable"), YOU (or, if you are entering and accepting to these TOS on behalf of a company or another legal entity, that entity and its successors, assigns, and any third parties it contracts with, including third party beneficiaries), and govern your use, access to, and Quinable's delivery of the Program (as defined below), commencing from the earliest date you click "Accept," begin accessing or using the Program, or otherwise demonstrate your agreement to these TOS ("Effective Date") by logging into the Program at any time after the Effective Date, you, including any third parties contracted by you, affirmatively agree to be bound by these TOS, as may be updated from time to time, thereby reaffirming your acceptance of the current terms and conditions each time you access the Program.

THESE TOS REQUIRE 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 PROGRAM, 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 PROGRAM, YOU AGREE TO BE BOUND BY THESE TOS, INCLUDING ANY UPDATES OR REVISIONS POSTED WITHIN THE PROGRAM OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE TO BE BOUND BY THESE TOS, DO NOT ACCESS OR USE THE PROGRAM. 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 PROGRAM.

IN THE EVENT THAT AN INDIVIDUAL ACCESSES OR USES THE PROGRAM ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY WITHOUT THE REQUISITE AUTHORITY, THE COMPANY ACKNOWLEDGES AND AGREES THAT IT SHALL BE HELD LIABLE FOR ANY UNAUTHORIZED REPRESENTATION OR ACTION TAKEN BY SUCH INDIVIDUAL. THE COMPANY FURTHER AGREES TO INDEMNIFY AND HOLD HARMLESS QUINABLE, INC. FROM ANY CLAIMS, DAMAGES, LIABILITIES, COSTS, LOSSES, AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY SUCH UNAUTHORIZED ACCESS OR USE. THIS PROVISION IS INTENDED TO ENSURE THAT COMPANIES TAKE FULL RESPONSIBILITY FOR THE ACTIONS OF THEIR EMPLOYEES AND AGENTS IN RELATION TO THE ACCESS AND USE OF THE PROGRAM.

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 Program under the laws of your country or state of residence or any other applicable jurisdiction. Suppose you are entering into these TOS on behalf of a company or other legal entity. In that case, 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 do not agree with the terms and conditions of these TOS, you may not access or use the Program.

When you provide your email address, name, or other information to Quinable in connection with your use of or access to the Program, you agree to allow Quinable to add your email address, name or other information provided to the database of users of the Program. You may receive

one or more promotional emails from either the Program or a website of one of Quinable’s affiliates. You may opt out from receiving promotional emails from the Program or affiliates’ websites at any time. Please review our <Privacy Policy> for more information regarding our data collection, promotional email practices, and safeguards. Your use of the Program 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 we agree that we will only disclose Your Content (as defined below) 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 Program or your relationship to Quinable.

All Users: Applies to anyone who accesses or uses the Program.

A.

A. Facilities: Applies to you to the extent you access or use the Program as a Facility (defined below).

B. Service Providers: Applies to you to the extent you access or use the Program as a Service Provider (defined below).

ALL USERS 1. Definitions.

(a) “App” means any mobile application made available by Quinable for accessing or using the Program.

(b) “Content” means any text, graphics, images, photos, audio or visual works, data, information or other content.

(c) “Credentials” means any user accounts, passwords and other authentication credentials associated with your access to or use of the Program.

(d) “Facility” means an entity that provides medical or physical care services and accesses or uses the Program to, among other things, post Shifts, receive offers from Service Providers to fill Shifts, and pay Service Fees.

(e) “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.

(f) “Listing” means the Work Order and basic information regarding the Shift posted on the Platform by a Facility.

(g) “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).

(h) “Program” means the Platform, access to, and use of the Platform, as provided by Quinable.

(i) “Service Fees” means the fees payable to a Service Provider that are agreed upon between the Service Provider and a Facility for a Shift using the Platform.

(j) “Service Provider” means an individual who is a health care professional and accesses or uses the Program to, among other things, offer his or her professional services to fill Shifts for Facilities and receive payment in connection with the performance of Services.

(k) (l)

“Site” means https://www.quinable.com. add login.quinable.com
“Third-Party Content” means all Content made available through the Program by

third parties, including other Users.

(m)
Provider, on behalf of a Facility or otherwise.

“Users” means anyone who accesses and uses the Site, whether as a Service (n) “Work Order” means each request for Services submitted through the Program by

a Facility.

(o) “Your Content” means all Content that you submit, upload, email, transmit or otherwise make available through the Program.

2. How the Program Works.

(a) The Platform. Quinable provides access to and use of the Platform to connect Service Providers, who are independent third-party providers of medical and other care services and are willing to provide such services on a short-term basis (the “Services”), to Facilities, who are independent businesses that seek to engage Service Providers to provide Services. After a Facility posts a Work Order, a Service Provider may view the posting and choose to submit a Bid to provide the Services requested by the Facility for the open work shift (each a “Shift”). The Facility may then review Bids from Service Providers and determine which Service Provider it wishes to engage.

(b) Listings. Each Listing posted will be for one Service Provider, such that, to engage two Service Providers, a Facility must submit two Listings or list more than one position is available. Each Listing must contain the nature and type of Services required from the Service Provider, including a description of the services, the start and end time for the services, and the location where the services must be performed.

(c) Bids. Service Providers can review Listings and, through the Platform, submit an offer to the applicable Facility to provide Services to fill any such Work Order (each such offer, a “Bid”). Each Bid must include certain information, including the Service Provider’s name, work history, certification information, and any other information requested in the posting for the Shift as permissible by applicable law.

(d) Selection of Service Providers. Facilities will be able to view information for Service Providers who have submitted a Bid, including such Service Provider’s name, work history, and other information provided through the Platform. Facilities will decide, in their sole discretion (and in compliance with applicable law), which Service Provider they wish to engage for any Shift.

(e) Performance of the Services. When a Service Provider arrives to fulfill the Shift, they will open the App which will track and record the Service Provider’s time spent at the Facility.

(f) Completed Services. Each Bid that a Facility has accepted and for which the Service Provider has fully performed the applicable Services to the satisfaction of the Facility is hereinafter referred to as a “Completed Service.”

(g) Only a Platform. Quinable only provides a platform for Facilities and Service

Providers to communicate and contract with one another and exchange money as payment for Services provided by Service Providers to Facilities. The acceptance by a Facility of a Bid submitted by a Service Provider through the Program forms an agreement directly and solely between such Facility and that Service Provider. 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 Service Providers and Facilities.

Quinable does not:

• ●  Offer, provide or request Services (or any training, equipment, or materials relating thereto);

• ●  Mediate or otherwise monitor the interactions between Users;

• ●  Control or otherwise supervise the manner, means, quality, timing, legality, or failure

  to provide 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.

(h) Independent Service Providers. Facilities and Service Providers are solely responsible for, and Quinable makes no representations regarding and disclaims all liability associated with the following: (i) the suitability, reliability, quality, and timeliness of the Services provided by Service Providers; (ii) the credentials, background, suitability, skills, and reliability of each Service Provider; and (iii) the negligent, intentional or wrongful acts or omissions, or the willful misconduct, of Facilities and Service Providers, if any.

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 CLAIMS OF ANY KIND MADE BY SERVICE PROVIDERS, INCLUDING BUT NOT LIMITED TO ANY CLAIMS REGARDING SERVICE PROVIDER'S EMPLOYMENT CLASSIFICATION, COMPENSATION, BENEFITS, PERFORMANCE OF SERVICES OR ANY OTHER TYPE OF CLAIM; (2) ANY MISSTATEMENTS AND/OR MISREPRESENTATIONS OF SERVICES OR ANY OTHER TYPE OF CLAIM MADE BY A SERVICE PROVIDER; (3) THE ACCURACY, TIMELINESS OR COMPLETENESS OF ANY CREDENTIALS OR BACKGROUND INFORMATION PROVIDED BY A SERVICE PROVIDER; OR (4) THE NEGLIGENT, INTENTIONAL, OR WRONGFUL ACTS OR OMISSIONS, OR THE WILLFUL MISCONDUCT, OF A SERVICE PROVIDER.

QUINABLE EXPRESSLY DISCLAIMS, AND SERVICE PROVIDERS 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, OR ANY OF ITS EMPLOYEES, INDEPENDENT CONTRACTORS OR AGENTS.

Any disputes relating to the Services must be resolved directly between Service Providers and Facilities.

3. Registration.

(a) Account Creation. To access and use the Program, you must register to create an account (“Account”). In registering for the Program, you shall: (i) provide true, accurate, current and complete information about yourself as prompted by the Program’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 or termination of your Account or deletion of Your Content.

4. Grant of Rights.

(a) Platform. 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 Platform 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 Platform solely for the purpose of posting Shifts, searching for Service Providers, submitting Bids, or participating in an interactive area hosted on the Platform or for any other purpose clearly provided by the Program, all in accordance with these TOS. Any use of the Platform that is not for one of these purposes or otherwise in accordance with these TOS or as otherwise authorized by Quinable in writing is expressly prohibited.

(c) Changes. Quinable reserves the right to make modifications or improvements to or add or remove features from the Program from time to time, including changing the Platform through which the Program is offered.

5. Your Responsibilities.

(a) Restrictions. You may not, nor may you permit any other party to: (i) reproduce, distribute, modify, translate, adapt or create derivative works based upon the Program; (ii) reverse engineer, decode, decompile, disassemble or otherwise attempt to access or derive the source code or architectural framework of the Platform; (iii) access or use the Program for purposes of benchmarking or developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Program or any other products or services offered by Quinable; (iv) rent, lease, lend, sell or sublicense the Program or otherwise provide access to or use of the Program 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 Platform or its infrastructure or that negatively affects the ability of others to access or use the Program; (vi) use spiders, crawlers, robots, scrapers or other similar means to access the Platform, or otherwise substantially download, reproduce or archive any portion of the Platform;
(vii) frame or use any framing technique to enclose the Program or otherwise access or use the Program through any implementation other than as provided by Quinable; (viii) submit any

materials to the Platform 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 Program 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 Platform; (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 Program; or (xiii) access or use the Program 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 Program 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 Program 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.

6. 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 Program for use in accordance with these TOS; and

(ii) ensuring that the submission of Your Content to the Program 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 Program.

(c) Publicity. Quinable may identify you as a User of the Program 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 Program 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.

7. 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 Program, except with respect to any of Your Content contained in the Program; and

(ii) the Program 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 Program, 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 Program.

(e) Reservation of Rights. Quinable reserves all rights not expressly granted to you under these TOS.

8. Term, Suspension and Termination.

(a) Term. The term for these TOS will commence on the Effective Date and will continue while you use the Program 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 Program, 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 Program.

(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 Service Providers); 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. (Service Providers).

9. 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.

10. 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 Program; 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.

11. Disclaimer of Warranties.

(a) Program Provided As-Is. YOUR USE OF THE PROGRAM 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 Program. 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 PROGRAM 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.

12. 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 PROGRAM, SUCH AS ANY

MALFUNCTION, DEFECT OR FAILURE OF THE PROGRAM OR ITS DELIVERY VIA THE INTERNET, OR ANY INACCURACY, INCOMPLETENESS OR OTHER DEFECT IN ANY CONTENT ACCESSIBLE THROUGH THE PROGRAM, 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 Services. THE QUALITY OF SERVICES REQUESTED THROUGH THE USE OF THE PROGRAM IS ENTIRELY THE RESPONSIBILITY OF THE SERVICE PROVIDER WHO PROVIDES SUCH SERVICES. FACILITIES UNDERSTAND AND EXPRESSLY AGREE THAT BY USING THE PROGRAM, THEY MAY BE EXPOSED TO SERVICES THAT ARE POTENTIALLY HARMFUL, UNSAFE, OR OTHERWISE OBJECTIONABLE, AND THAT USE OF THE SERVICES, AND SUCH SERVICE PROVIDERS IS AT FACILITIES’ OWN RISK.

13. Links and External Materials. Quinable 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.

14. Procedure for Making Claims of Copyright Infringement. If you believe that your work has been made available through the Program 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 Program; (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
15. Arbitration and Equitable Relief.

(a) Disputes. Except as provided in Section A.15(h), you agree that all disputes, controversies, and claims (“Claims”) brought by you against Quinable, 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 Services, or the nature of the relationship between you and Quinable, and any other claim you have against Quinable relating to the Services, your use of the Program or the App 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 that you have 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 your agreement to arbitrate, 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.

(b) Quinable’s Claims Against You. For any claim against you for breach of these TOS or any other claim Quinable may have, including, but not limited to, claims for trademark, copyright, or trade secret infringement, tortious interference, negligence, or any other claim under state or federal law (the “Quinable Claims”), Quinable may make a demand upon you for binding arbitration as set forth in Section A.15(d) to the address listed in your Account, but Quinable is not required to do so. Quinable may bring any claim it has against you in State or Federal Court. If Quinable brings a claim against you in State or Federal Court for the Quinable Claims as set forth in Section 16, you may assert any counterclaim you may have against Quinable in such litigation without first bringing such claim through binding arbitration as set forth in this Section.

(c) 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.

(d) Demand for Arbitration. All claims in arbitration are subject to the same statutes of limitation that would apply in court. Any claim that you are required to bring in binding arbitration must be made by written demand to Quinable. You must deliver a written demand for arbitration within one (1) year after the party making the demand knew, or exercising reasonable diligence and care, should have known of the Claims. 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 delivered as set forth in Section A.18(b). The arbitrator shall resolve all disputes regarding the timeliness or sufficiency of the demand for arbitration.

(e) Selection of Arbitrator. You and Quinable shall select one (1) neutral arbitrator by mutual Agreement. If you and Quinable 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”). For Service Providers, 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.

(f) Location of Arbitration. All arbitration proceedings shall be held in Austin, Travis County, Texas or Omaha, Nebraksa.

(g) Costs. You are responsible for payment of the AAA filing fee, administrative fee, and arbitrator fees for any arbitration that is initiated by you. If Quinable chooses to initiate arbitration against you for any Quinable Claims, Quinable shall be responsible for payment of the AAA filing fee, administrative fee, and arbitrator fees. Each party to the arbitration will separately pay its counsel fees and expenses unless otherwise required by law.

(h) Exceptions to Arbitration Provision.

(i) 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.

(ii) This arbitration provision shall not apply to Claims that are not subject to pre- dispute agreements to arbitrate.

(iii) These TOS do 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.

(i) 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) THE ACTUAL, OR INTENDED, PROVISION OF, OR RECEIPT OF, SERVICES BY A SERVICE PROVIDER (b) THESE TOS, OR THE EXISTENCE, BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY HEREOF, OR (c) YOUR ACCESS TO OR USE OF THE PROGRAM AT ANY TIME, WHETHER BEFORE OR AFTER THE DATE YOU AGREE TO THESE TOS, TO BINDING ARBITRATION, EXCEPT AS PROVIDED IN SECTION A.15(h), 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.

(j) Substantive Law in Arbitration Proceeding. The arbitrator shall apply the law of the state of Texas. For the avoidance of doubt, questions regarding the scope, enforceability, or other aspects of this Section A.15 shall be subject to the terms of Section A.16 below.

(k) Changes. Quinable may modify, revise, or terminate the terms of this Section A.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.

16. Governing Law, Forum, and Venue. 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 A.15, you and Quinable agree the exclusive venue for resolving any dispute between you that is not submitted or compelled to arbitration for any reason shall be in the state and federal courts located in Austin, Travis County, Texas, and you consent to the jurisdiction of the federal and state courts located in Austin, 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 A.15. You hereby waive any objection to Austin, Travis County, 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.

17. California Residents. In accordance with California Civil Code §1789.3, if you are a California resident or access or use the Program 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.

18. 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 these 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 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 contain the entire agreement of the parties with respect to the subject matter hereof and supersede all previous or contemporaneous oral or written negotiations or agreements with respect to such subject matter.

(f) Amendment. Quinable reserves the right, in its sole discretion and at any time, to change, modify, or otherwise amend these TOS and any other documents incorporated herein by reference. Quinable will post the amended TOS on its Platform in the same manner and location where the prior TOS was posted. It is your responsibility to review the TOS for any changes. Your continued use of the Platform will signify your assent to, and acceptance of, the amended TOS. If you do not agree to abide by this or any amended TOS, you are prohibited from participating in the Program.

(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.

B. FACILITIES
1. Payment of Fees and Taxes.

(a) Service Fees. You acknowledge and agree that all Service Fees shall be agreed upon between the Service Provider and a Facility by using the Platform. Quinable does not determine or negotiate Service Fees.

(b) Deadline to Review; Deemed Approval. Upon completion of the Services, Service Providers 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 Service Provider will be deemed approved by the Facility.

(c) Payment Terms and Late Fees. Upon the fulfillment of Services and in conjunction with Quinable’s Credit Policy, it is the Facility's responsibility to settle payment with the Service Provider for the provided services. The Service Provider may choose either to directly invoice and collect payment from the Facility or to sell their invoice to Quinable. In cases where the Service Provider opts to sell their invoice, Quinable will then issue an invoice to the Facility for the relevant Service Fees. All transactions will be conducted in US dollars unless stated otherwise on the Platform.

To determine the acceptable level of servicing credit to extend to a Facility, Quinable and/or its funding partners will assess business credit reports. Based on the creditworthiness of the business, normal service terms of 30 days may be adjusted—either shortened, extended, or denied. Facilities are hereby informed that logging into the platform constitutes agreement to these terms, including the accrual of interest on all overdue invoices not settled within the agreed timeframe.

Quinable retains the discretionary right to alter payment terms, demand prepayment, or require additional assurances to secure a Facility's payment obligations. Facilities will be notified in writing (including via email) of any changes to payment terms, the necessity for prepayment, or the need for further assurance. Such measures may be implemented based on the Facility's payment or credit history and as deemed appropriate by Quinable.

Should invoices remain unpaid beyond the agreed terms, interest will be charged at a rate of 0.1% per day on the outstanding service charge balance. This charge is intended to compensate for the delay in payment. Quinable reserves the right to restrict or suspend a Facility's access to, use of, or visibility on the Platform until all arrears are cleared. Recognizing that Quinable facilitates payments between a Facility and a Service Provider—often prepaying the Service Provider before the Facility receives an invoice from Quinable—it is imperative that Facilities meet their payment obligations by the due date specified on the invoice. Failure to comply with payment deadlines may lead to increased fees and/or interest charges on outstanding balances by Quinable, and could result in suspension of services or removal from the Platform.

(d) 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.

(e) 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 Service Provider 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 Service Fees. Furthermore, you shall immediately notify Quinable of any change in your Payment Information, including your billing address, used for payment hereunder.

(f) 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).

(g) No Circumvention. You acknowledge that one benefit of the Platform is your ability to access a wide network of Service Providers and that you would not otherwise have access to such Service Providers. Therefore, it is a violation of these TOS to intentionally avoid the payment of fees to Quinable by contracting directly with Service Providers outside of the Platform, unless it is to employ a Service Provider 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 Service Providers.

(h) Insurance. Facilities must, at their own expense, prior to the arrival of any Service Providers 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 Shifts that they list on the Platform. Further, Facilities agree to provide Quinable with certificates of insurance evidencing such coverages upon request. Facilities are ultimately responsible for the Service Providers and Services provided to them by using this Platform. By using this Program, you recognize that all potential liability or injury claims of negligence, misconduct or error, due to the actions of a Service Provider, shall be the sole responsibility of the Service Provider, not Quinable, and you will look solely to the Service Provider and your own insurance for any compensation or damages.

(i) Conversion Fee Amendment: Facility acknowledges and agrees not to directly or indirectly employ, engage, or integrate into its own internal float pools any provider, network member, independent contractor, staff, or employee from Quinable's network for a period of 180 days following the date of the final invoice payment to Quinable, unless the provider was a referral from the facility or applicable State law prohibits this clause. In such cases where a provider is referred by the facility or State law mandates differently, no restrictions as described herein shall be imposed. This restriction is designed to protect the proprietary network of

professionals Quinable has developed and maintains, except where exceptions are explicitly recognized due to referral status or legal requirements.

Should the Facility breach this agreement by hiring or engaging any such individual from Quinable's network within the restricted time frame, the Facility shall be obligated to compensate Quinable with a conversion fee. This fee shall be determined as thirty percent (30%) of the hired individual’s projected annual compensation, as derived from the prevailing salary data provided by the Bureau of Labor Statistics (BLS) for the role in question. This provision is intended to ensure fair compensation for Quinable's efforts in recruiting, vetting, and maintaining a high-quality professional network, and applies equally to individuals integrated into the Facility’s internal float pools or employed in any capacity directly by the Facility.

(j) Temp-to-Perm Option Adjustment: In circumstances where a Facility wishes to permanently employ any individual previously introduced to or engaged with the Facility through a relationship with Quinable, including but not limited to workers, providers, or staff members, such direct employment is permissible under the following conditions: If the individual in question was referred to Quinable directly by the Facility itself, no conversion fee will be applied upon their direct hire by the Facility. Conversely, if the individual was identified and added to Quinable's network through the independent efforts of Quinable, a conversion fee will be applicable for the direct hire of the individual by the Facility. This fee, along with all aspects of the Temp-to-Perm conversion process, must and will adhere to all relevant state laws and regulations.

To proceed with the Temp-to-Perm Option, Executive Management of Quinable must provide its consent, which will not be unreasonably withheld, after the individual has accumulated a specified number of hours: 800 hours for RNs and LVNs, 480 hours for CNAs and CMAs, or 400 hours for all other roles, through their engagement with the Program or Quinable. These hours are to be counted retroactively from the individual's initial start date with the Facility. Facilities must ensure all outstanding invoices, particularly those beyond thirty (30) days, are fully settled before the transition from temporary to permanent status can be finalized. Opting for the Temp-to-Perm Option incurs no additional costs. Quinable’s Executive Management reserves the right to modify, decrease or increase these conditions at any time, at their discretion.

2. Listings. Listings must be accurate and include certain information, such as the site name, address, point of contact for the selected Service Provider, duration of the engagement, and shift length and start time. Listings must be specific to one engagement.

3. Responsiveness. You must use commercially reasonable efforts to respond to all Bids in response to your Listings.

4. Cancellations; Partial Shifts.

(a) Cancellations. If you cancel an engagement within four (4) hours of the listed start time, you will be billed for four (4) hours of Services at the rate agreed upon in the Listing, and the Service Provider will be paid the applicable Service Fees for such time. If you cancel more than 20% of your Shifts (whether before or after acceptance of a Bid) within any three-month period, Quinable reserves the right to suspend or terminate your access to or use of the Platform for any period and without notice.

(b) Partial Shifts. If a Service Provider’s Shift is shortened after the Service Provider has begun the Shift, you will be billed for the greater of: (i) four (4) hours of Services at the rate agreed upon in the Listing, or (ii) the full amount of hours actually worked by the Service Provider during the Shift in question.

5. Compliance with Laws. Facilities must comply with all applicable laws, rules and

regulations in connection with the use of the Platform and the use of Service Providers. C. SERVICE PROVIDERS

1. Discretion and Relationship.

(a) Discretion to Use the Program. You retain complete and total discretion as to when you use and do not use the Program. There are no set times or days during which you must use the Program and you may choose not to use it all. Shifts are posted through the Platform by Facilities, not Quinable, and you retain total and complete discretion as to which Shifts you submit a Bid for and which you do not. There is no requirement that you submit a Bid for any Shift or any minimum number of Bids you must submit.

(b) Discretion to Provide Services. Quinable does not direct or control your interactions with Facilities, your provision of 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 Services). The Program merely makes Listings visible to you, and you retain total and complete discretion as to when to use the Program, whether to respond to any Listings, and your provision of 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 Program provided by Quinable’s competitors.

(c) Shifts Not Guaranteed. Quinable does not and cannot guarantee that Facilities will post Shifts, that any Facility will engage you to perform Services, or that a Shift 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 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 an independent contractor and thus not entitled nor eligible 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.

(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 Shifts. 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) Service Fees. You acknowledge and agree that all Service Fees shall be agreed upon between you and a Facility by using the Platform. Quinable does not determine or

negotiate Service Fees.
2. 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 Bids for Shifts requiring any such License(s), and (iii) you will notify Quinable and all Facilities for which you have agreed to perform future Services 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 Program 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/.

3. Insurance. You, the Service Provider, at your own expense, must comply with the insurance requirements of any Facility that engages you to perform Services using the Platform

4. Service Provider Payment Terms.

(a) Payment of Fees. You have the right to directly invoice and collect payment from the Facility for whom you perform Services. You acknowledge and understand that invoices may be paid in 30, 60, 90 days or possibly not at all and you shall be solely responsible for any and all collection efforts. You further assume full responsibility for the possibility of loss that you may incur as a result of nonpayment from the Facility. As an alternative, you may elect to sell your billable invoice to Quinable in exchange for being compensated in accordance with the invoice within 24 to 48 hours after your billable time and/or satisfactory shift performance has been achieved and verified by the Facility. If you elect this option, Quinable will thereafter pursue collection from the Facility and will charge the Facility a fee for its collection services. If you elect to sell your invoice to Quinable, you knowingly waive all rights to future payment from Facility regarding said invoice.

Quinable does not currently charge Service Providers a fee for using the Program. Quinable reserves the right to alter this policy in the future and at any time in its discretion.

(b) Taxes. You agree that 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 Services and receipt of compensation under these TOS. Quinable will report amounts paid to you by filing the necessary Forms 1099 with the Internal Revenue Service, as required by law. Because you are an independent contractor, Quinable will not withhold or make payments for Social Security; make unemployment insurance or disability insurance contributions; or obtain workers’ compensation insurance on your behalf. Under no circumstance shall you be treated as an employee for any purpose related to federal, state or local taxes. You agree to accept exclusive liability for complying

with all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions based on compensation paid to you under this Agreement. You also agree to indemnify, defend and hold Quinable, its subsidiaries and their officers, agents, and employees harmless from and against any and all claims involving the above, including, without limitation, applicable taxes or contributions, including penalties and interest.

5. Compliance with Laws. Each Service Provider must comply with all applicable laws, rules and regulations in connection with the use of the Platform and the provision of Services.

IMPORTANT! BE SURE YOU HAVE SCROLLED THROUGH AND CAREFULLY READ ALL OF THE ABOVE TERMS AND CONDITIONS BEFORE ELECTRONICALLY SIGNING AND/OR CLICKING AN “AGREE” OR SIMILAR BUTTON AND/OR USING THE SITE

These TOS are 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.

Last updated March 2024.