CareRev Marketplace Service Terms

1.    Definitions.

1.1.        “Bill Rates” means the cost of hours worked by Healthcare Professionals, any cancellation compensation, and any other related fees or charges.

1.2.        “Data Incident” means any unauthorized or unlawful Processing of data or information.

1.3.        “Healthcare Professionals” means any independent healthcare workers registered with the Platform and available to provide their Healthcare Services at any Client Facility. A Healthcare Professional may work for themselves as an independent contractor (“Contractor Professional”) or be employed by a W2 Workforce Provider (“W2 Professional”).

1.4.        “Healthcare Professional’s Pay Rate” means the rate offered and accepted by or on behalf of Client and the applicable Healthcare Professional for the applicable shift, inclusive of any applicable Shift Differentials or Adjustments. CareRev may offer suggestions but does not set or determine any Healthcare Professional’s Pay Rate.

1.5       “Healthcare Services” means any professional healthcare services or other services provided by a Healthcare Professional at or to a Client, e.g., a shift.

1.6.         “Holiday” means any Healthcare Professional shift on New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, or Christmas Day (applies to all hours of a shift starting or ending on a Holiday). If any portion of a shift occurs during a Holiday, the entire shift will be paid at the Holiday rate.

1.7.        “Marketplace” means the software-based marketplace, as available via the Platform, that enables Client on one hand and Healthcare Professionals and, as applicable, W2 Workforce Providers on the other to post and view shifts, communicate with each other, and enter into engagements for Healthcare Services at or for Client Facilities.

1.8.        “Night” means any Healthcare Professional shift starting on or after 6pm and before 5am local time (applies to all hours of a shift starting on or after 6pm and before 5am local time).

1.9.        “Process” means collect, access, retain, transfer, store, use, disclose, or otherwise process.

1.10.      “Weekend” means any Healthcare Professional shift starting or ending on a Saturday or Sunday (applies to all hours of a shift starting or ending on a Saturday or Sunday).

1.11.       “W2 Workforce Provider” means an independent third-party healthcare staffing company, nurse agency, or other similar company registered with the Platform and having W2 Professionals available to provide Healthcare Services at one or more Client Facility.

2.      The Marketplace Service.

2.1.        Generally. During the applicable term and subject to the completion of any applicable Project Services, CareRev will make the Marketplace available to Client on a non-exclusive basis and subject to the terms of the Agreement.

2.2.        Professional Standards. CareRev is certified as a staffing provider by The Joint Commission and will provide the Marketplace according to generally accepted professional standards as established by The Joint Commission.

2.4.      Workforce Models. Subject to CareRev’s consent, Client selects its workforce model: Contractor Professionals or W2 Professionals. A particular Client may not utilize both Contractor Professionals and W2 Professionals in the same state.

2.5.       Licenses, Certifications and Professional Documentation. Client directs CareRev to use best efforts to verify that Healthcare Professionals meet the qualifications recommended by applicable standards of The Joint Commission and adhere to the credentialing standards as further described in Section 10-Onboarding and Client Competency Requirements of these Marketplace Service Terms.

2.6.        Exclusion Checks. Client directs CareRev to use best efforts to ensure that CareRev, any Healthcare Professionals, and any W2 Workforce Provider: (i) is not a “sanctioned persons” under any federal or state program or law, (ii) has not been listed in the current List of Excluded Individuals/Entities maintained by the Office of Inspector General, (iii) has not been listed on the Excluded Parties List System maintained by the General Services Administration, (iv) has not been listed in the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, and (v) in accordance with “Fair Chance” laws, has not been convicted of a criminal offense related to healthcare within the past 7 years. CareRev will advise Client if it, any Healthcare Professional, or any W2 Workforce Provider no longer complies with this subsection.

3.      Client’s Obligations.

3.1.        Shifts. Client will post on the Platform only accurate information pertaining to shift opportunities and timely remove shifts that are no longer needed. In the event of significant changes to a posted shift, Client will discuss such changes with the Healthcare Professional. Client will not require or cause the Healthcare Professional to perform in a manner inconsistent with the Healthcare Professional’s education and background.

3.2.        Compliance. Client will comply and will ensure all its Client Facilities and its and their employees and agents comply with: (i) the Laws applicable to healthcare facilities and Healthcare Services and (ii) any Healthcare Professional shifts created hereunder.

3.3.        Safety Hazards. If any occupational safety hazards or events impact a Healthcare Professional or results in a claim relating to the Healthcare Services provided by a Healthcare Professional, Client will provide CareRev and the applicable W2 Workforce Provider, if any, with written notice of such hazard, event, or claim as soon as possible and in no event more than 10 days after Client knew or reasonably should have known of such hazard, event, or claim.

4.      Relationships of the Parties; Independent Contractors; W2 Workforce Providers.

4.1.        Generally. Client acknowledges and agrees that CareRev: (a) is merely a technology services provider, (b) is not a party to the actual transaction of Healthcare Services between any Healthcare Professional and Client, (c) is not the seller or provider of any Healthcare Services, (d) does not provide, assign, refer, or employ any Healthcare Professionals, and (e) is not a staffing agency, nurse agency, or healthcare service provider.

4.2.        Healthcare Professionals. The Parties acknowledge that any Healthcare Professionals are independent contractors of both CareRev and Client and are not employees, agents, or representatives of CareRev. CareRev does not and has no right to (i) supervise, direct, or control any Healthcare Professional, including in their performance of any Healthcare Services to Client, (ii) employ, hire, discipline, or fire any Healthcare Professional, (iii) set the conditions of employment of any Healthcare Professional, including work schedules, benefits, or compensation as applicable, (iv) refer or assign any Healthcare Professional to any Client Facility, or (v) direct any Healthcare Professional to accept or reject any shift or engagement. Client will address any issues related to Healthcare Professional’s provision of Healthcare Services, including any performance or disciplinary issues, with the Healthcare Professional via CareRev and, if related to a W2 Professional, the applicable W2 Workforce Provider. The Parties acknowledge that Healthcare Professionals will not be treated as employees of Client and will not be entitled to participate in any of Client’s employee benefits, including any health or retirement plans (“Benefits”). Additionally, for any Shift, Client will not be liable for workers’ compensation, unemployment insurance, employers’ liability, employer’s FICA, social security, withholding tax, or other taxes or withholding relating to Healthcare Professionals (together with the Benefits, the “Worker Responsibilities”). The Parties acknowledge each Contractor Professional is solely responsible for their applicable Worker Responsibilities, if any, and the applicable W2 Workforce Provider is solely responsible for the Worker Responsibilities and payment of any wages and other compensation regarding its W2 Professionals. This Section 4.2 of these Marketplace Service Terms is subject to the indemnification provision at Section 8.1 of the Workforce Agreement.

4.3.        W2 Workforce Providers. W2 Workforce Providers are independent third-party entities and are not partners, joint venturers, agents, or Affiliates of CareRev or Client. The W2 Workforce Provider is the employer of record and common law employer of its W2 Professionals. The W2 Workforce Provider will be solely responsible for: its W2 Professionals, any acts or omissions of its W2 Professionals except to the extent of any negligence, unlawful activity, or willful misconduct by CareRev or Client or acts or omissions of third parties, and all obligations applicable to an employer and provider of W2 Professionals under applicable Laws (e.g., wages and other compensation, employment, Worker Responsibilities, discrimination and harassment, Affordable Care Act, sick and other leave, employment eligibility, and healthcare staffing) and the Agreement. The Parties agree that, between a W2 Workforce Provider and CareRev, the W2 Workforce Provider bears primary liability for claims, damages, or other liability, including as arising from its defense and indemnification obligations, related to its W2 Professionals (“W2 Liability”). To the extent CareRev bears liability for any W2 Liability, CareRev’s liability will be secondary to the primary liability of the applicable W2 Workforce Provider. Client and CareRev may enter into a triparty Order with a W2 Workforce Provider and any such triparty Order is incorporated into this Agreement. This Section 4.3 of these Marketplace Service Terms is subject to the indemnification provision at Section 8.1 of the Workforce Agreement. The obligations in Section 8.1 of the Workforce Agreement apply to CareRev with respect to Contractor Professionals (and not any W2 Professionals) and apply to the applicable W2 Workforce Provider with respect to its W2 Professionals (and not any Contractor Professionals).

5.     Personal Information. Any personal data or information regarding Healthcare Professionals provided or made available by or on behalf of CareRev (“Healthcare Professional Information”) is Confidential Information of CareRev. Client acknowledges that CareRev provides Healthcare Professional Information for the sole purpose of providing the Marketplace under the Agreement. To the extent Client Processes any Healthcare Professional Information, Client at all times (i) will Process the Healthcare Professional Information for only the specific purpose of participating in the Marketplace, compliance with its obligations under any applicable Laws or accreditation or certification standards (e.g., accreditation under The Joint Commission), or as otherwise required by applicable Law, (ii) will not sell or share the Healthcare Professional Information, (iii) will not Process the Healthcare Professional Information for any purpose other than the business purpose specified in the Agreement or outside the direct business relationship between Client and CareRev, (iv) will Process the Healthcare Professional Information in compliance with applicable Law and notify CareRev if Client is no longer in compliance with such applicable Law, (v) will not combine the Healthcare Professional Information with personal information received from another source, and (vi) will implement and maintain reasonable and appropriate technical, organizational, and administrative measures (“Safeguards”) designed to protect the Healthcare Professional Information from a Data Incident. Client will timely inform CareRev of any Data Incident impacting the Healthcare Professional Information, take reasonable steps to remediate such Data Incident, and reasonably cooperate with CareRev to remediate such Data Incident.

6.      Insurance. CareRev maintains general and professional liability coverage to cover the Healthcare Services rendered by Contractor Professionals in the amounts of $1,000,000 per occurrence and $3,000,000 in the aggregate. Any W2 Workforce Provider maintains general and professional liability coverage to cover the Healthcare Services rendered by its W2 Professionals in the amounts of $1,000,000 per occurrence and $3,000,000 in the aggregate and maintains employment practice liability insurance coverage in connection with its W2 Professionals. To the extent liability under any judgment or settlement regarding the performance of Healthcare Services by a Healthcare Professional exceeds the limits of such coverage, Client will hold CareRev, W2 Workforce Provider (if any), and the Healthcare Professional harmless from the same. Client agrees to maintain professional liability coverage of $1,000,000 per occurrence and $3,000,000 in the aggregate. CareRev maintains coverage for expenses associated with occupational accidents and injuries to each Contractor Professional. Any W2 Workforce Provider maintains workers’ compensation insurance in accordance with any statutory minimums in connection with its W2 Professionals.

7.      Fees.

7.1.          Generally. Client and CareRev agree that the Fees include the Bill Rates and any applicable Project Service Fees, Subscription Fees, and other fees or charges as may be set forth in an applicable Order. Client determines its base rates (“Base Rates”) and may set its Base Rates in an applicable Order or via the Platform or a Third-Party Application. Client may be able to adjust its Base Rates through manual and automated means (“Adjustments”) through the Platform; provided, however, Client will not adjust the Base Rate for a shift that has been accepted by a Healthcare Professional. CareRev will invoice Client weekly for the Bill Rates. CareRev receives any Bill Rates payment on behalf of the applicable Contractor Professional or W2 Workforce Provider as its limited payment collection agent. With respect to Client and CareRev, payment of the applicable Bill Rates to CareRev will be considered the same as payment made directly by Client to the Contractor Professional or W2 Workforce Provider, as applicable. After collection of the applicable Bill Rates payment from Client, CareRev will pay the amounts applicable to the Contractor Professional or W2 Workforce Provider.

7.1.1.        Shift Differentials. “Shift Differentials” may be set forth in these Marketplace Service Terms or in the Platform. Unless otherwise set forth in the Platform, Client and CareRev agree the Shift Differential for (i) a Night shift is a 5% increase from the applicable Base Rate, (ii) a Weekend shift is a 5% increase from the applicable Base Rate, and (iii) a Holiday shift is a 50% increase from the applicable Base Rate. Any Shift Differentials are cumulative (e.g., a Night Shift on a Weekend is subject to a 10% increase from the applicable Base Rate).

7.1.2.        Adjustments. If any shift subject to an Adjustment has any Shift Differentials, the Adjustment is compounded on top of the Shift Differential(s) (e.g., a Night Shift on a Weekend Night combined with a 10% increase for an Adjustment means a 10% increase on 110% of the applicable Base Rate). 

7.1.3.        Overtime. Client and CareRev agree that Contractor Professionals, as independent contractors, are not entitled to overtime pay. If increased Base Rates for work by Contractor Professionals over certain thresholds are desired for competitive purposes, Client may align with CareRev on a workable structure for such Adjustments in writing (email sufficient). With respect to W2 Professionals, Client agrees to and will pay any applicable overtime on Base Rates, inclusive of any Adjustments or Shift Differentials, in compliance with applicable Laws (e.g., state and federal wage and hour laws, such as the Fair Labor Standards Act).

7.2.         Implementation Fees. Implementation fees, if any, are Project Service Fees set forth in an applicable Order. Any additional projects or services (including, but not limited to, integrations or expansions to new regions) may be subject to other fees as mutually agreed in an Order.

7.3.         Subscription Fees. Marketplace Subscription Fees are set forth in an applicable Order.

7.4.         Cancellation Policy. If a Client Facility cancels a shift less than 2 hours before the shift start time or dismisses a Healthcare Professional who has worked less than 4 hours of a shift, the Parties agree that the applicable Fee paid by Client will be as if the Healthcare Professional had worked 4 hours of the shift.

8.      Team and Resources. CareRev and Client will create joint working teams at the system and facility levels for Client’s use of the Platform. Client and CareRev will schedule quarterly business meetings to discuss the partnership, operations, and program performance. CareRev will make its Client Success partner available to attend periodic Client workforce meetings to discuss program performance.

8.1.        CareRev will provide:

8.1.1.      A client success team to coordinate service delivery and support overall program success; and

8.1.2.      Recruiting, marketing, and onboarding teams to build Healthcare Professional pools for Client and to oversee day-to-day operations.

8.2       Client will provide:

8.2.1.      An executive sponsorship team with a CFO lead, CNO lead, and Operational/HR lead to attend quarterly business meetings and help resolve any issues or challenges; and

8.2.2.      Leaders in critical functional departments to participate on working teams (includes clinical, staffing, credentialing, orientation/education, systems access, timekeeping, and accounts payable departments).

9.      Implementation Plan.

9.1.         Generally. The joint working teams of Client and CareRev will develop a project plan to include activities, deliverables, and timelines at the system, market, and facility levels. The implementation timeline will be determined during initial project planning and provided to Client. Any changes will be defined in a change Order (form to be provided by CareRev). Change orders will trigger changes to the implementation timeline and Client may be subject to additional Project Service Fees that will be mutually agreed upon.

9.1.1.      Implementation activities will include: (i) recruiting pools in initial launch markets, (ii) agreeing on systems and developing streamlined processes for provisioning and orientation that are consistent across all markets and facilities, where possible, (iii) agreeing on target dates for posting and filling of shifts for each facility, department, and specialties, (iv) launching facilities and departments while identifying opportunities for improvement and refining processes, (v) 30-60 minute weekly meetings with CareRev and Client during the initial implementation phase, (vi) identifying Client project lead and an optional Client project coordinator, (vii) identifying Client project champions from each facility, and (viii) assigning Client discovery stakeholders to cover the following areas: clinical needs and experience, compliance and credentialing, education, and orientation (LMS/prework, EMR training, and precepted/unit orientation shift), onsite requirements (including skills validation, badging, glucometer access, and mask fit testing), provisioning and system access, staffing workflow and notifications, and accounts payable and invoicing workflows.

10.      Onboarding and Client Competency Requirements.

10.1.        Generally. Client will use best efforts and work in good faith with CareRev to standardize and streamline Client’s onboarding, orientation, and precepting processing for Healthcare Professionals across Client’s system. Client will ensure that such onboarding, orientation, and precepting for Healthcare Professionals do not exceed Client’s requirements of its workforce.  Onboarding fees are covered by Client and paid to CareRev on behalf of the Healthcare Professionals to compensate them for their onboarding time. Client’s initial and annual competency requirements (remotely or in-person) will be paid on a per hour, highest acuity basis at the Healthcare Professional’s Asynchronous Orientation Rate listed in an applicable Order or the Platform, using the average number of hours for completion by specialty. Client and CareRev will routinely evaluate and update as necessary the modules and average number of hours. Initial in-person orientation (if applicable) and precepted/unit orientation shifts will be paid on a per hour, highest acuity basis at the Bill Rate for the applicable Healthcare Professionals. Client will notify CareRev of appropriate staffing and accounts payable processes for coordinating ongoing processing and payment of invoices. 

10.2.        Onboarding and Credentialing. CareRev and Client will adhere to the following requirements:

10.2.1.     Provisioning and deprovisioning. Provisioning of Healthcare Professionals for Client systems access will occur within seven calendar days of Client’s receipt of the Healthcare Professional’s profile. Client will permit Healthcare Professionals to precept while waiting for provisioning to be completed. 

10.2.2.    Orientation. Client's orientation will be completed via remote modules that are administered via a learning management system (provided by Client or CareRev on behalf of Client), digital self-guided modules for EMR training, or in-person precepted/unit orientation shift(s) (skills validation, badge, and mask fit test to be completed on this day, provided by Client). Should Client require in-person orientation, Client will make available at least sixty seats per month to Healthcare Professionals.

10.2.3.    Precepted/unit orientation shift. Precepting is defined as one shift (not to exceed 12 hours) depending upon professional specialty, with additional shifts upon request on a case-by-case basis; one precepted/unit orientation shift grants permission for such Healthcare Professional to work at all of Client’s facilities within the same region in such professional specialty.

10.2.4.    Credentialing. Client directs CareRev for Contractor Professionals and each W2 Workforce Provider for its W2 Professionals to verify–directly or through use of service providers–the background, qualifications, licenses, certifications, and other professional documentation and credentials of such Healthcare Professionals in accordance with applicable law, the applicable standards of The Joint Commission, and the Credentialing Policy located at https://www.carerev.com/resources/credentialing-policy (collectively, “Credentialing Requirements”). Client and CareRev will work together in good faith to discuss any needed adjustments to the Credentialing Requirements in connection with Client. Any changes or additions to the Credentialing Requirements with respect to Client may require additional fees or charges and are effective only if documented in writing and signed by an authorized representative of each of Client and CareRev. Client acknowledges that a W2 Workforce Provider may use CareRev as a service provider for such W2 Workforce Provider’s obligations in this subsection.