LEGAL
Badge Health Platform Terms of Use
Last Updated / Effective Date: November 3, 2026
PLEASE READ THESE TERMS OF USE CAREFULLY. THEY CONTAIN A BINDING INDIVIDUAL ARBITRATION AGREEMENT AND A WAIVER OF CLASS, COLLECTIVE, AND REPRESENTATIVE ACTIONS IN PART IV, SECTION 30 BELOW.
BY CLICKING THE BOX MARKED “I AGREE,” YOU ARE SIGNING THIS AGREEMENT AND YOU ARE GIVING UP YOUR RIGHT TO HAVE ANY DISPUTE WITH BADGE HEALTH DECIDED BY A JUDGE OR A JURY IN COURT. INSTEAD, DISPUTES WILL BE DECIDED BY A SINGLE NEUTRAL ARBITRATOR IN A PRIVATE PROCEEDING CALLED ARBITRATION. AN ARBITRATOR’S DECISION IS FINAL AND BINDING, AND THE RIGHT TO APPEAL IS VERY LIMITED. YOU ARE ALSO GIVING UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE PROCEEDING AGAINST BADGE HEALTH.
IF YOU ARE A NURSING PROFESSIONAL, YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS AFTER YOU FIRST ACCEPT THESE TERMS BY FOLLOWING THE PROCEDURE IN SECTION 30.11. OPTING OUT WILL NOT AFFECT YOUR ACCESS TO THE PLATFORM.
THESE TERMS ALSO CONTAIN IMPORTANT PROVISIONS THAT LIMIT BADGE HEALTH’S LIABILITY TO YOU (SECTIONS 22 AND 29), THAT REQUIRE YOU TO INDEMNIFY BADGE HEALTH (SECTIONS 21 AND 28), AND THAT CONFIRM THAT NURSING PROFESSIONALS ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES OF BADGE HEALTH (SECTION 11).
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “I AGREE” AND DO NOT ACCESS OR USE THE PLATFORM.
These Terms of Use (these “Terms” or this “Agreement”) are a binding contract between you and Badge Health LLC, a Pennsylvania limited liability company (“Badge Health,” “we,” “us,” or “our”), and govern your access to and use of the Badge Health website located at https://badgehealthcare.com, the Badge Health mobile application, and all related services, features, content, and functionality made available by us (collectively, the “Platform”).
These Terms are organized as follows:
Part I — General Terms applies to everyone who accesses or uses the Platform.
Part II — Nursing Professional Terms applies in addition to Part I if you access or use the Platform as a Nursing Professional.
Part III — Healthcare Facility Terms applies in addition to Part I if you access or use the Platform as a Healthcare Facility or on behalf of a Healthcare Facility.
Part IV — Dispute Resolution and Governing Law applies to everyone who accesses or uses the Platform.
If any provision of Part II or Part III conflicts with a provision of Part I, the provision of Part II or Part III controls as to the party to whom that Part applies.
PART I — GENERAL TERMS
1. Definitions
1.1 “Account” means a registered account on the Platform.
1.2 “Applicable Law” means all federal, state, and local statutes, regulations, ordinances, rules, licensure requirements, accreditation standards, and governmental orders applicable to a party or to the subject matter of these Terms.
1.3 “Authorized Representative” means an individual whom a Customer authorizes to access the Platform on the Customer’s behalf.
1.4 “Background Check” means a criminal history record check, sex offender registry check, healthcare program exclusion and sanctions check, abuse registry check, and any similar screening obtained through a Screening Vendor, in each case as described in Section 13.
1.5 “Badge Health Indemnified Parties” means Badge Health and its affiliates, and their respective members, managers, shareholders, officers, directors, employees, agents, contractors, insurers, successors, and assigns. “Badge Health Indemnified Parties” does not include any Nursing Professional, and nothing in these Terms releases, limits, or indemnifies any Nursing Professional in respect of that Nursing Professional’s own acts or omissions.
1.6 “Customer” means a Healthcare Facility that has registered for an Account and accepted these Terms. “Customer” includes every Authorized Representative acting on the Healthcare Facility’s behalf.
1.7 “Customer Fee” means the fee charged by Badge Health to a Customer in connection with a Shift. The Customer Fee is included in the all-inclusive hourly bill rate disclosed to the Customer on the Platform and is not separately itemized.
1.8 “Healthcare Facility” means a hospital, skilled nursing facility, long-term care nursing facility, personal care home, assisted living residence, rehabilitation facility, behavioral health facility, ambulatory or outpatient facility, or other healthcare provider or organization that uses the Platform to post Shifts.
1.9 “Losses” means any and all claims, demands, actions, causes of action, proceedings, investigations, losses, damages, liabilities, judgments, settlements, awards, penalties, fines, interest, costs, and expenses of any kind, including reasonable attorneys’ fees and costs of defense.
1.10 “Nursing Professional” or “User” means a licensed or certified nursing professional — including a registered nurse (RN), licensed practical nurse (LPN), or certified nursing assistant (CNA), as applicable — who has registered for an Account and accepted these Terms for the purpose of viewing, requesting, accepting, and performing Shifts. The terms “Nursing Professional” and “User” are used interchangeably in these Terms.
1.11 “Nursing Services” means the professional nursing or nursing support services that a Nursing Professional performs for a Customer during a Shift.
1.12 “PHI” means “protected health information” as defined at 45 C.F.R. § 160.103, and also includes any individually identifiable health information of any patient, resident, or client of a Customer, in any form or medium.
1.13 “Platform Fees” means the Customer Fee and the Professional Fee (if any), collectively. Badge Health’s compensation currently consists solely of the Customer Fee; Badge Health does not currently charge a Professional Fee.
1.14 “Professional Fee” means the fee retained by Badge Health from the amount otherwise payable to a Nursing Professional for a Shift, as disclosed on the Platform.
1.15 “Screening Vendor” means a third-party consumer reporting agency, primary source verification service, or other third-party vendor engaged by Badge Health to verify licensure or to perform Background Checks.
1.16 “Shift” means a discrete, time-limited engagement posted by a Customer on the Platform for the performance of Nursing Services at a specified location, on a specified date, during specified hours, at a specified rate, and subject to specified requirements.
1.17 “Shift Terms” means the date, start and end times, duration, location, unit or care area, rate of pay, qualification and credential requirements, and other terms of a Shift as disclosed in the Shift listing on the Platform at the time a Nursing Professional accepts that Shift. The Shift Terms applicable to each Shift are incorporated into these Terms by reference as to that Shift.
1.18 “you” and “your” mean the individual or entity accepting these Terms. If you accept these Terms on behalf of an entity, “you” and “your” refer both to you individually and to that entity, and you represent that you have authority to bind that entity.
2. Acceptance of These Terms; Eligibility; Accounts
2.1 Acceptance. You accept these Terms by clicking “I Agree,” by electronically signing these Terms, or by accessing or using the Platform. Your acceptance creates a legally binding agreement between you and Badge Health. You agree that your electronic acceptance constitutes your signature for all purposes, including under the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., and the Pennsylvania Electronic Transactions Act, 73 P.S. §§ 2260.101 et seq.
2.2 Eligibility. To use the Platform you must be at least eighteen (18) years of age, must have the legal capacity and authority to enter into these Terms, and must not have been previously suspended or removed from the Platform. Nursing Professionals must additionally satisfy the requirements of Part II.
2.3 Geographic Scope. The Platform is currently offered only in the Commonwealth of Pennsylvania. Badge Health makes no representation that the Platform is appropriate or available for use in any other jurisdiction, and has no obligation to offer or continue to offer the Platform in any particular location or territory.
2.4 Registration Information. You agree to provide accurate, current, and complete information when you register and to keep that information accurate, current, and complete at all times. You agree to notify Badge Health promptly if any information you have provided becomes inaccurate or requires updating.
2.5 Account Security. You are solely responsible for maintaining the confidentiality of your Account credentials and for all activity occurring under your Account. You may not permit any other person to access the Platform using your credentials, and you may not use another person’s Account for any purpose. You must notify Badge Health immediately of any unauthorized use of your Account or any other suspected breach of security.
2.6 One Account. You may maintain only one Account. Badge Health may consolidate, suspend, or close duplicate Accounts.
3. Nature of the Platform
3.1 Badge Health Is a Technology Marketplace. The Platform is an online marketplace that enables Healthcare Facilities to post Shifts and enables Nursing Professionals to view, request, and accept those Shifts. Badge Health’s sole role is to operate the Platform and to facilitate payment as described in these Terms.
3.2 Badge Health Does Not Provide Healthcare Services. Badge Health is not a healthcare provider, is not a medical practice, does not provide nursing or medical care, does not employ Nursing Professionals to render clinical care, and does not exercise professional judgment concerning any patient or resident. Badge Health does not direct, supervise, evaluate, or control the clinical practice of any Nursing Professional.
3.3 The Engagement Is Between Customer and Nursing Professional. When a Customer and a Nursing Professional are matched through the Platform for a Shift, they enter into a direct engagement with one another for the performance of the Nursing Services described in the applicable Shift Terms. Badge Health is not a party to that engagement, and Badge Health does not guarantee the performance of either party to it.
3.4 No Guarantee of Shifts or Coverage. Badge Health does not guarantee that any Shift will be posted, filled, accepted, performed, or completed; that any Nursing Professional will be presented with any or all Shifts matching their credentials; or that any Customer will receive any level of staffing coverage. Badge Health may, in its reasonable discretion, determine which Shifts are presented to which Nursing Professionals, and may honor a Customer’s request that a particular Nursing Professional not be presented with that Customer’s Shifts.
3.5 No Agency. Nothing in these Terms creates any partnership, joint venture, franchise, agency, fiduciary, employment, or joint employment relationship between Badge Health and you. You have no authority to bind Badge Health or to make any representation on Badge Health’s behalf, and you will not hold yourself out as an employee, agent, or representative of Badge Health.
4. License; Acceptable Use; Intellectual Property
4.1 License. Subject to your continuing compliance with these Terms, Badge Health grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform for the purposes described in these Terms. The Platform is licensed, not sold, to you. All rights not expressly granted are reserved.
4.2 Ownership. The Platform and all of its contents, features, functionality, software, text, data, designs, and the selection and arrangement thereof (collectively, “Badge Health Property”) are owned by Badge Health or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. The Badge Health name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Badge Health or its licensors. You may not use them without Badge Health’s prior written permission.
4.3 Prohibited Conduct. You will not, and will not permit any third party to: (a) copy, modify, translate, reverse engineer, decompile, disassemble, or create derivative works from the Platform or any Badge Health Property; (b) rent, lease, loan, sell, sublicense, distribute, or otherwise commercially exploit the Platform or any Badge Health Property; (c) access the Platform by any automated means, including scraping, crawling, or use of bots, or circumvent any technical limitation or access control; (d) upload or transmit any virus, malware, or other harmful code; (e) interfere with or disrupt the operation, integrity, or security of the Platform; (f) access the Platform to build or assist in building a competitive product or service; (g) post or transmit any content that is false, misleading, defamatory, harassing, discriminatory, obscene, or unlawful; (h) impersonate any person or entity or misrepresent your affiliation, credentials, licensure, or qualifications; (i) use the Platform in violation of Applicable Law; or (j) transmit PHI through the Platform in violation of Section 5.
4.4 Feedback. If you submit any suggestion, idea, comment, or other feedback regarding the Platform (“Feedback”), you grant Badge Health a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, and transferable license to use, reproduce, modify, and exploit that Feedback for any purpose, without attribution or compensation to you. Feedback is not confidential.
4.5 Third-Party Services. The Platform may integrate with or link to services operated by third parties, including payment processors and Screening Vendors. Those services are governed by their own terms, and Badge Health is not responsible for them.
5. Communications Through the Platform; No PHI; Not a Business Associate
5.1 No PHI on the Platform. The Platform is not designed, intended, or authorized to receive, create, maintain, store, or transmit PHI. You will not submit, upload, post, transmit, or otherwise disclose any PHI to Badge Health or through the Platform. This prohibition applies to Customers, Authorized Representatives, and Nursing Professionals alike, and applies to messaging features, Shift listings, Shift notes, uploaded documents, support requests, and every other function of the Platform.
5.2 Prohibited Content Includes. Without limiting Section 5.1, you will not transmit through the Platform any patient or resident name, initials, room number, medical record number, diagnosis, acuity level, treatment information, clinical note, handoff note, incident or occurrence report, census or assignment sheet, photograph, or any other information from which the identity of a patient or resident could reasonably be ascertained.
5.3 Not a Business Associate. Because Badge Health does not create, receive, maintain, or transmit PHI on behalf of any Customer, and performs no function or activity involving PHI on any Customer’s behalf, Badge Health is not a “business associate” of any Customer within the meaning of 45 C.F.R. § 160.103, and no business associate agreement is required or will be executed between Badge Health and any Customer with respect to the Platform. If a Customer nonetheless transmits PHI through the Platform, that transmission is unauthorized, does not create a business associate relationship, and does not obligate Badge Health to execute a business associate agreement. Any incidental access by Badge Health to PHI transmitted in breach of this Section is not a use or disclosure by a business associate.
5.4 Workforce Treatment of Nursing Professionals. Each Customer acknowledges that, while a Nursing Professional is performing Nursing Services at the Customer’s premises under the Customer’s direction and control, the Nursing Professional is a member of the Customer’s “workforce” within the meaning of 45 C.F.R. § 160.103, and the Customer is responsible for the Nursing Professional’s HIPAA training, access management, and compliance while on assignment.
5.5 Remedies. Badge Health may delete any content transmitted in breach of this Section 5, may deploy automated controls to detect and purge PHI, and may suspend or terminate the Account of any party who breaches this Section. Each party who transmits PHI in breach of this Section will indemnify Badge Health under Section 21 or Section 28, as applicable, for all resulting Losses.
5.6 Platform Communications. You consent to receive communications from Badge Health electronically, including by email, SMS or text message, and in-application notification, relating to your Account, Shifts, payments, credentials, and these Terms. Message and data rates may apply. You may opt out of promotional messages at any time; you may not opt out of transactional and operational messages while your Account remains active.
6. Privacy and Data
6.1 Privacy Policy. Badge Health’s collection and use of personal information is described in the Badge Health Privacy Policy, available at https://badgehealthcare.com/privacy, which is incorporated into these Terms by reference.
6.2 Data Security. Badge Health maintains administrative, physical, and technical safeguards designed to protect the information it holds. However, no system is perfectly secure, and Badge Health does not warrant that the Platform or any transmission to or from it will be free from unauthorized access.
6.3 Aggregate and De-Identified Data. Badge Health may compile, use, and disclose aggregated and de-identified data derived from use of the Platform for any lawful business purpose, provided that such data does not identify you or any patient or resident.
7. Suspension and Termination
7.1 Termination by You. You may stop using the Platform at any time and may request deactivation of your Account by contacting Badge Health at jacob@badgehealthcare.com. Deactivation does not relieve you of obligations accrued before deactivation, including the obligation to complete any Shift you have accepted.
7.2 Suspension and Termination by Badge Health. Badge Health may suspend, restrict, or terminate your access to the Platform, or deactivate your Account, immediately and without prior notice, if Badge Health determines in good faith that: (a) you have breached these Terms; (b) you have violated Applicable Law; (c) you have engaged in conduct that poses a risk to the safety or wellbeing of any patient, resident, Nursing Professional, Customer personnel, or other person; (d) you have provided false, misleading, or incomplete information; (e) a required license, certification, or credential has lapsed, been restricted, or been revoked; (f) you are a Nursing Professional and have failed to satisfy a licensure verification or Background Check requirement under Section 13; (g) you have been excluded, debarred, or declared ineligible to participate in any federal or state healthcare program; or (h) suspension or termination is necessary to comply with Applicable Law or the direction of a governmental authority. Badge Health may also terminate your Account for convenience without prior notice.
7.3 Effect of Termination. On termination, your license under Section 4.1 terminates and you must cease all use of the Platform. Termination does not affect (a) Badge Health’s obligation to pay a Nursing Professional for Shifts already worked in accordance with the applicable Shift Terms, or (b) a Customer’s obligation to pay amounts already invoiced or accrued.
7.4 Survival. Sections 1, 3, 4.2, 4.3, 4.4, 5, 6, 7.3, 8, 10, 11, 13.6, 15.5, 18.1 (as to Shifts worked before termination), 18.3, 18.4, 18.5, 19.3, 20, 21, 22, 23, 24, 25.2, 25.6, 26, 27, 28, 29, 30, and Part IV survive termination of these Terms, together with any other provision that by its nature should survive.
8. Disclaimers
8.1 THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BADGE HEALTH DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
8.2 BADGE HEALTH DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
8.3 BADGE HEALTH MAKES NO WARRANTY OR REPRESENTATION CONCERNING, AND DISCLAIMS ALL RESPONSIBILITY FOR, THE CONDUCT, ACTS, OMISSIONS, COMPETENCE, SKILL, EXPERIENCE, CLINICAL JUDGMENT, HONESTY, RELIABILITY, PUNCTUALITY, OR SUITABILITY OF ANY NURSING PROFESSIONAL, OR THE CONDITIONS, SAFETY, STAFFING, POLICIES, OR CONDUCT OF ANY CUSTOMER OR CUSTOMER FACILITY. SECTION 24 SETS FORTH THE LIMITED SCOPE OF THE VERIFICATION AND SCREENING BADGE HEALTH PERFORMS.
8.4 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. TO THE EXTENT ANY DISCLAIMER IN THIS SECTION 8 IS PROHIBITED BY APPLICABLE LAW, IT IS LIMITED TO THE MINIMUM EXTENT NECESSARY TO MAKE IT ENFORCEABLE AND THE REMAINDER CONTINUES IN FULL FORCE.
9. Changes to the Platform and to These Terms
9.1 Changes to the Platform. Badge Health may modify, suspend, or discontinue all or any part of the Platform at any time.
9.2 Changes to These Terms. Badge Health may amend these Terms from time to time. Badge Health will provide notice of any material amendment by email, in-application notification, or both, before the amendment takes effect, and will state the effective date of the amended Terms. Amendments apply prospectively only and do not apply to any claim that accrued before the effective date of the amendment. Amendments to Part IV (Dispute Resolution) will not apply to any Claim of which Badge Health has received a Notice of Claim before the amendment’s effective date. If you do not agree to an amendment, you must stop using the Platform and may deactivate your Account before the effective date. Your continued use of the Platform after the effective date, and your affirmative acceptance of the amended Terms where Badge Health requires it, constitute your acceptance of the amended Terms.
10. General Provisions
10.1 Notices. Notices to Badge Health must be in writing and sent to Badge Health, 1800 Rockaway Ave., Suite 210, Hewlett, NY 11557, Attn: Legal Department, with a copy to jacob@badgehealthcare.com. Notices to you may be given through the Platform, by email to the address associated with your Account, or by mail to the address associated with your Account. Notices are effective on delivery, or three (3) business days after mailing if sent by U.S. mail.
10.2 Assignment. You may not assign or transfer these Terms or any right or obligation under them, by operation of law or otherwise, without Badge Health’s prior written consent; any attempted assignment without consent is void. Badge Health may assign these Terms without restriction. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.
10.3 Severability. Except as provided in Section 30.4, if any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable or, if it cannot be so modified, severed, and the remaining provisions will continue in full force and effect.
10.4 No Waiver. No failure or delay by Badge Health in exercising any right under these Terms operates as a waiver of that right, and no single or partial exercise of any right precludes any further exercise of that or any other right. Any waiver must be in writing and signed by Badge Health.
10.5 Entire Agreement. These Terms, together with the Privacy Policy, the Shift Terms applicable to each Shift, and any other documents expressly incorporated by reference, constitute the entire agreement between you and Badge Health with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, written and oral, with respect to that subject matter.
10.6 Force Majeure. Badge Health is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disaster, epidemic or pandemic, public health emergency, war, terrorism, civil unrest, labor disturbance, governmental action, utility or telecommunications failure, internet or hosting provider failure, or cyberattack.
10.7 Third-Party Beneficiaries. Except as expressly provided in Sections 21, 22, 28, and 29 with respect to the Badge Health Indemnified Parties, there are no third-party beneficiaries of these Terms.
10.8 Headings; Construction. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” These Terms will not be construed against either party as drafter, except where Applicable Law requires otherwise.
10.9 Counterparts; Electronic Records. These Terms may be accepted electronically and in counterparts, each of which is deemed an original.
PART II — ADDITIONAL TERMS FOR NURSING PROFESSIONALS
This Part II applies to you if you access or use the Platform as a Nursing Professional. In this Part II, “you” and “your” mean the Nursing Professional.
11. Independent Contractor Status
11.1 Acknowledgment. You acknowledge and agree that you are an independent contractor and that you are not an employee, joint employee, agent, partner, joint venturer, servant, or borrowed servant of Badge Health for any purpose. These Terms are not an employment agreement and do not create an employment relationship between you and Badge Health.
11.2 No Control by Badge Health. Badge Health does not and will not control or direct the manner or means by which you perform Nursing Services. Badge Health does not set your work schedule, does not require you to be available on any particular day or during any particular hours, does not assign you to any Shift, does not require you to accept any Shift or any minimum number of Shifts, does not provide clinical training, does not supervise your clinical practice, and does not evaluate your clinical performance. Any direction, oversight, or supervision you receive while performing Nursing Services comes from the Customer, and any supervision required by Applicable Law or by the Pennsylvania State Board of Nursing is regulatory in nature and does not make you an employee of Badge Health.
11.3 Freedom to Work Elsewhere. Nothing in these Terms restricts you from performing nursing services for any other person or entity, from registering with or accepting engagements through any other marketplace platform or any agency or registry (including competitors of Badge Health), from maintaining employment with any employer, or from operating your own business. Badge Health expects that you will perform services for others and will earn income from other sources, and Badge Health imposes no restriction on your doing so.
11.4 No Minimum Commitment; No Consequence for Declining. You are free to view, request, accept, or decline any Shift for any reason or no reason. You are under no obligation to accept any Shift, and declining a Shift will not, by itself, result in any penalty, reduction in access to Shifts, or other adverse consequence.
11.5 Taxes. You are solely responsible for reporting and paying all federal, state, and local taxes and contributions arising from amounts paid to you in connection with your use of the Platform, including income taxes, self-employment taxes, and any taxes and contributions imposed under the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, and any state unemployment compensation, disability, or similar law. Badge Health will not withhold or pay any such taxes or contributions on your behalf, will not make any insurance contributions on your behalf, and will report amounts paid to you on IRS Form 1099 or as otherwise required by Applicable Law. You agree that you will not take any position on any tax return, benefits application, or in any proceeding that is inconsistent with your status as an independent contractor of Badge Health.
11.6 Tax Indemnity. You will indemnify, defend, and hold harmless the Badge Health Indemnified Parties from and against any and all taxes, contributions, assessments, interest, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from your failure to report or pay any tax or contribution described in Section 11.5, or from Badge Health’s not having withheld or remitted employment taxes or contributions with respect to amounts paid to you.
11.7 No Benefits. You are not eligible for, and will not participate in or claim, any benefit or benefit plan that Badge Health provides to its own employees or that any Customer provides to its own employees, including vacation or paid time off, sick leave, holiday pay, overtime or premium pay, group medical, dental, vision, life, or disability insurance, profit-sharing, retirement or 401(k) benefits, severance, unemployment compensation, workers’ compensation, or any other fringe benefit. This is true regardless of any later determination by any court, agency, or other authority that you were or should have been classified differently; in that event, you waive any claim to retroactive participation in or benefits under any Badge Health benefit plan to the fullest extent permitted by Applicable Law.
11.8 Your Own Business. You represent that you provide nursing services as your own independently established trade, occupation, profession, or business; that you hold yourself out to the public as available to provide such services; that you maintain your own books and records relating to that business; that you determine your own capacity and schedule; and that your business does not depend on the continued existence of Badge Health or of the Platform.
11.9 Your Own Expenses. Except as expressly provided in these Terms or as a Customer may elect in its sole discretion, you bear all costs and expenses you incur in connection with your use of the Platform and your performance of Nursing Services, including travel, parking, meals, licensure and certification fees, continuing education, insurance premiums, uniforms, and equipment. Badge Health does not reimburse expenses.
12. Licensure, Credentials, and Qualifications
12.1 Licensure. You represent, warrant, and covenant that you hold, and will maintain at all times while your Account is active, every license, certification, registration, and permit required to practice in your professional capacity in the Commonwealth of Pennsylvania and in any other jurisdiction in which you perform Nursing Services, in each case in active, current, and unrestricted status and free of any pending disciplinary proceeding, probationary condition, restriction, or temporary status. Maintaining your licensure is your responsibility alone. Badge Health has no obligation to monitor, renew, or remind you of the status or expiration of any credential.
12.2 Warranty on Each Acceptance. Each time you request or accept a Shift, you represent and warrant that all licenses, certifications, and credentials required for that Shift are then active, current, and unrestricted, and that you meet every qualification and requirement stated in the applicable Shift Terms.
12.3 Competence for the Assignment. You are solely responsible for determining whether you possess the skills, training, clinical experience, and physical capability required to perform the Nursing Services described in a Shift, including in the specific unit or care area identified in the Shift Terms and including any lifting, mobility, or other functional requirement disclosed. You will not request or accept a Shift for which you are not qualified and competent, and you will decline or disengage from any assignment that exceeds your scope of practice or competence and promptly notify the Customer.
12.4 Notice of Changes. You will notify Badge Health in writing within seventy-two (72) hours if: (a) any license, certification, or credential expires, lapses, is suspended, restricted, surrendered, revoked, or becomes subject to any investigation, disciplinary proceeding, or consent agreement; (b) you are arrested for, charged with, or convicted of any misdemeanor or felony; (c) you are named as a perpetrator in any founded or indicated report of abuse, neglect, or exploitation, or are listed on any abuse registry; (d) you are excluded, debarred, suspended, or otherwise declared ineligible to participate in any federal or state healthcare program, or become the subject of an investigation that could result in such action; or (e) any information you previously provided to Badge Health becomes inaccurate.
12.5 Exclusion and Sanctions Representation. You represent and warrant, as a continuing representation, that you are not currently excluded, debarred, suspended, or otherwise ineligible to participate in any federal healthcare program as defined at 42 U.S.C. § 1320a-7b(f) or in any state healthcare program, including the Pennsylvania Medicheck list, and that you are not under investigation that could reasonably result in any such action.
12.6 Documentation. You will provide Badge Health with the credential documentation Badge Health reasonably requests, and you authorize Badge Health to furnish that documentation to Customers and to governmental authorities as required by Applicable Law, including the Pennsylvania Department of Health.
12.7 Health-Related Requirements. Certain Customers require evidence of immunization, tuberculosis screening, physical examination, drug screening, or fitness for duty as a condition of an assignment. Badge Health will request that information only after you have accepted a Shift, will use it only to confirm that the Customer’s requirements for that assignment are satisfied, and will maintain it separately from your other Account information.
13. Consent to Licensure Verification and Background Checks
13.1 Your Consent. You authorize and consent to Badge Health, and to Screening Vendors acting on Badge Health’s behalf, obtaining, verifying, and using the following information about you, both at registration and on a recurring basis at any time while your Account remains active:
(a) verification of your professional licenses, certifications, registrations, and credentials, including primary source verification with the Pennsylvania State Board of Nursing, the Pennsylvania Department of State, any other licensing board, and the Nursys or any comparable licensure database;
(b) a Pennsylvania State Police criminal history record check under 35 P.S. § 10225.502 and, where required, a Federal Bureau of Investigation criminal history record check based on fingerprints submitted through the Pennsylvania Department of Aging or another designated intermediary;
(c) Pennsylvania Child Abuse History Clearance and any other clearance required under the Pennsylvania Child Protective Services Law, 23 Pa. C.S. §§ 6301 et seq., where an assignment involves contact with minors;
(d) criminal history record checks in any other jurisdiction in which you have resided or worked, and searches of national and state sex offender registries;
(e) searches of the U.S. Department of Health and Human Services Office of Inspector General List of Excluded Individuals/Entities, the System for Award Management exclusion list, the Pennsylvania Medicheck list, and comparable federal and state exclusion, sanction, and abuse registries, including any applicable nurse aide registry; and
(f) verification of identity, Social Security number, work authorization, education, and prior work history.
13.2 Consumer Reports. You understand that some or all of the information described in Section 13.1 may be obtained in the form of a “consumer report” or “investigative consumer report” within the meaning of the federal Fair Credit Reporting Act, 15 U.S.C. §§ 1681 et seq. (“FCRA”), prepared by a consumer reporting agency. Badge Health will obtain any such report only after providing you with a separate, stand-alone written disclosure and obtaining your separate written authorization in a document that consists solely of that disclosure, as required by 15 U.S.C. § 1681b(b)(2). Your acceptance of these Terms is not, and does not substitute for, that disclosure and authorization. Nothing in this Section 13 limits or modifies your rights under the FCRA.
13.3 Ongoing Screening. Your authorization under Section 13.1 and under the separate FCRA disclosure and authorization is a continuing authorization that permits Badge Health to obtain updated reports and re-verifications at any time during the period your Account remains active, to the extent permitted by Applicable Law.
13.4 Use of Results; No Automatic Disqualification. Badge Health will consider criminal history information only to the extent it relates to your suitability for the engagements available through the Platform, consistent with 18 Pa. C.S. § 9125 and other Applicable Law. Badge Health does not apply automatic or categorical disqualification rules; where a record is reported, Badge Health will conduct an individualized assessment that considers the nature and gravity of the offense, the time elapsed, the circumstances, evidence of rehabilitation, and the requirements of the engagements at issue. Where Applicable Law requires, Badge Health will provide you with pre-adverse action notice, a copy of the report, a summary of your rights, and an opportunity to respond and to dispute the accuracy or completeness of the information before any final decision, and will provide adverse action notice thereafter.
13.5 Cooperation. You will cooperate with all licensure verification and Background Check processes, including providing fingerprints, identifying information, and documentation, and executing any additional consent or authorization form required by a Screening Vendor or by Applicable Law. Failure to complete or maintain a required Background Check or credential verification will result in suspension or termination of your Account.
13.6 Disclosure to Customers and Regulators. You authorize Badge Health to disclose to Customers and to governmental authorities the fact and date of your licensure verification and Background Check, your licensure and credential status, and any criminal history record report to the extent a Customer or authority is required or permitted by Applicable Law to receive it, including under 6 Pa. Code § 15.142(b). Badge Health does not make and does not communicate to Customers any assessment, rating, or recommendation concerning your suitability, competence, or fitness for any assignment.
13.7 Limits of Screening. You acknowledge the limitations on Badge Health’s screening set forth in Section 24, which apply equally to you.
14. Representation Regarding Primary Source of Income
14.1 Representation Regarding Income. You represent and warrant, as of the date you accept these Terms and as of each date you request or accept a Shift, that you do not use and will not use the Platform as your primary source of income, and that your engagements obtained through the Platform are supplemental to your other business activities, engagements, or employment. You will notify Badge Health promptly if this representation ceases to be accurate.
14.2 No Restriction on Other Work. For the avoidance of doubt, Badge Health does not restrict the number of hours you may work, or the engagements or employment you may accept, through any other source, including other marketplace platforms or any staffing agencies, registries, employers, or your own clients. Badge Health does not require you to be available to accept Shifts during any particular hours or on any particular days.
15. Shifts
15.1 Shift Listings. Customers post Shifts on the Platform. Each Shift listing states the Shift Terms. Badge Health does not set, negotiate, or guarantee any rate, and does not determine the content of any Shift listing.
15.2 Requesting and Accepting. You may request a Shift, accept an invitation to a Shift, or book an auto-confirm Shift, in each case through the Platform. When a Shift is confirmed, you enter into a direct engagement with the Customer to perform the Nursing Services described in the applicable Shift Terms.
15.3 Cancellation. If you must cancel a confirmed Shift, you will notify the Customer and Badge Health through the Platform as far in advance as reasonably practicable. Repeated late cancellations or failures to appear for confirmed Shifts may result in suspension or termination of your Account under Section 7.2.
15.4 Timekeeping. You will record your Shift start and end times as directed by the Customer and will confirm your worked hours through the Platform promptly after each Shift. You will not record time not actually worked. Time records are subject to the Customer’s review and confirmation under Section 27.4.
16. Equipment, Uniforms, and Supplies
16.1 You will furnish, at your own expense, your own uniforms (including scrubs meeting any color or style requirement disclosed in the Shift Terms or in the Customer’s policies), identification badge holder, footwear, watch, stethoscope, bandage scissors, penlight, and all other standard nursing equipment and personal supplies customarily provided by a nursing professional. Badge Health does not provide, reimburse, or subsidize uniforms, equipment, tools, or supplies.
16.2 Specialized clinical equipment, medications, medical supplies, and personal protective equipment required for patient care at the Customer’s premises may be furnished by the Customer. Badge Health has no responsibility for the availability, adequacy, condition, maintenance, or safety of any equipment or supply at any Customer’s premises.
17. Conduct at the Customer’s Premises
17.1 Compliance with Customer Policies. While present at a Customer’s premises or performing Nursing Services for a Customer, you will comply with all of that Customer’s applicable policies, procedures, protocols, rules, and standards, including those relating to patient and resident safety, infection control, timekeeping, meal and rest breaks, documentation and charting, medication administration, confidentiality and HIPAA, dress and identification, parking, security, drug and alcohol use, workplace violence and harassment, incident reporting, and emergency response. You will complete any orientation the Customer requires.
17.2 Compliance with Law and Professional Standards. You will comply with all Applicable Law and with the professional and ethical standards governing your practice, including the Pennsylvania Professional Nursing Law, the Practical Nurse Law, and the regulations of the Pennsylvania State Board of Nursing at 49 Pa. Code Chapter 21. You will practice only within your lawful scope of practice.
17.3 Consequences of Non-Compliance. Your failure to comply with Section 17.1 or Section 17.2, your violation of Applicable Law, or conduct by you that poses a risk to the safety or wellbeing of any patient, resident, or other person may result in the immediate suspension or revocation of your access to the Platform under Section 7.2, in addition to any other remedy available to Badge Health, the Customer, or any governmental authority.
17.4 Customer Performance Management. If a Customer is not satisfied with your performance during a Shift, the Customer is solely responsible for addressing that concern, including through direction, correction, or ending the assignment. A Customer may request that you not be presented with its future Shifts, and Badge Health may honor that request.
18. Payment
18.1 Payment for Shifts Worked. Badge Health will pay you for each Shift you work at the rate and for the hours set forth in the Shift Terms disclosed to you before you accepted that Shift, less the Professional Fee (if any). Badge Health pays on a weekly payroll schedule. Each pay period runs from Wednesday through the following Tuesday. Hours that both you and the Customer have confirmed, to Badge Health’s reasonable satisfaction, or that have been deemed confirmed under Section 27.4, by the payroll processing cutoff for a pay period will be paid on the regular payday for that pay period, which is ordinarily the Friday after the pay period ends. Hours confirmed after the cutoff will be paid on the payday for the next pay period. If a payday falls on a bank holiday, payment will be made on the next business day.
18.2 Professional Fee and Payment Processing. Badge Health does not currently charge a Professional Fee. If Badge Health introduces one, it will be disclosed on the Platform before you accept the applicable Shift. Payments are made through a third-party payment processor, and you may be required to establish an account with that processor and to agree to its terms. The processor may impose its own terms, conditions, and fees, including for expedited transfers.
18.3 Sole Payment Obligation. Except for Badge Health’s obligation under Section 18.1 to pay you for all hours you actually worked in accordance with the Shift Terms disclosed to you before you accepted the applicable Shift, Badge Health has no payment or other monetary obligation to you of any kind. Without limiting the foregoing, Badge Health is not responsible for any cancelled Shift, any Shift shortened or ended early by a Customer, any Shift you do not work, any travel or waiting time, any expense, or any rate you believe you should have received.
18.4 Disputes Regarding Hours. If you dispute the hours credited to you for a Shift, you must notify Badge Health through the Platform within fourteen (14) days after the Shift. Badge Health will use commercially reasonable efforts to facilitate resolution between you and the Customer, but Badge Health does not adjudicate the dispute and does not guarantee any outcome. This Section 18.4 does not shorten any limitations period applicable to any Claim.
18.5 Setoff. Badge Health may set off against amounts payable to you any amount you owe to Badge Health under these Terms, including amounts arising from overpayment or from a Shift you were paid for but did not work.
19. Insurance
19.1 You will maintain, at your own expense, all insurance required by Applicable Law in connection with your performance of Nursing Services. You will also maintain, at your own expense and from carriers of your own selection, professional liability (malpractice) insurance of not less than $1,000,000 per claim and $2,000,000 in the aggregate. You select your own carriers, policy forms, and any coverage above these minimums.
19.2 You will provide certificates of insurance on Badge Health’s reasonable request, and will notify Badge Health promptly if any required policy expires, is cancelled, or is not renewed.
19.3 You acknowledge that you are not covered by, and are not an insured or additional insured under, any general liability, professional liability, automobile liability, or other insurance policy maintained by Badge Health, and that Badge Health has no obligation to defend or indemnify you in connection with any claim arising from your performance of Nursing Services and expressly disclaims any such obligation.
19.4 Because you are an independent contractor, you should not assume that you will be covered by any workers’ compensation or other insurance maintained by Badge Health or a Customer. In addition to the coverage required by Section 19.1, Badge Health strongly recommends that you obtain and maintain, at your own expense and from carriers of your own selection, insurance that will protect you if you are injured, become ill, or suffer an exposure while performing Nursing Services, such as occupational accident, disability, and health insurance and, if available to you, workers’ compensation coverage for yourself as a self-employed individual. Badge Health does not recommend any particular carrier, policy, or level of coverage, and you are solely responsible for determining the coverage that is appropriate for you.
20. Workplace Injury
20.1 Look Solely to the Customer. You acknowledge that Badge Health does not own, operate, control, inspect, or maintain any Customer’s premises, and does not control the conditions under which you perform Nursing Services. If you sustain any injury, illness, exposure, or other harm arising out of or in the course of performing Nursing Services at or in connection with a Customer’s premises, you agree to look solely to that Customer, to the Customer’s insurers, and to your own insurance for any benefit, compensation, or recovery, and not to Badge Health.
20.2 Covenant. To the fullest extent permitted by Applicable Law, you will not assert against Badge Health any claim for injury, illness, exposure, or other harm sustained at or in connection with a Customer’s premises. Nothing in this Section 20 is intended to be, and this Section 20 will not be construed as, a release of damages made before the date of an injury within the meaning of Section 204 of the Pennsylvania Workers’ Compensation Act, 77 P.S. § 71, or as a waiver of any right that Applicable Law provides may not be waived. If any portion of this Section 20 is held invalid or unenforceable, the remainder of this Section 20 and of these Terms continues in effect, and Section 22 continues to apply.
20.3 Reporting. You will report any accident, injury, or emergency occurring during a Shift immediately to the Customer in accordance with the Customer’s policies, and will notify Badge Health promptly thereafter. You will not include any PHI in any report to Badge Health.
21. Indemnification by Nursing Professionals
21.1 You will defend, indemnify, and hold harmless the Badge Health Indemnified Parties from and against any and all Losses arising out of or resulting from:
(a) your performance of, or failure to perform, Nursing Services, including any bodily injury, illness, death, or property damage resulting from your acts or omissions;
(b) your negligence, gross negligence, recklessness, willful misconduct, or unlawful conduct;
(c) your breach of any representation, warranty, covenant, or obligation under these Terms;
(d) your violation of Applicable Law or of any professional or licensure standard;
(e) your violation of the rights of any third party, including any patient, resident, Customer, or Customer employee;
(f) any tax, contribution, penalty, or interest described in Section 11.6; and
(g) any PHI you transmit in breach of Section 5.
21.2 Badge Health will provide you notice of any matter for which it seeks indemnification and will permit you to control the defense with counsel reasonably acceptable to Badge Health, provided that Badge Health may participate at its own expense and that you may not settle any matter in a manner that imposes any obligation or admission on any Badge Health Indemnified Party without that party’s prior written consent.
22. Limitation of Liability — Nursing Professionals
22.1 Exclusion of Certain Damages. EXCEPT IN THE CASE OF BADGE HEALTH’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BADGE HEALTH INDEMNIFIED PARTIES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST INCOME, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
22.2 Cap on Liability. EXCEPT IN THE CASE OF BADGE HEALTH’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE TOTAL AGGREGATE LIABILITY OF THE BADGE HEALTH INDEMNIFIED PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE LESSER OF:
(a) ONE HUNDRED DOLLARS ($100) MULTIPLIED BY THE NUMBER OF SHIFTS YOU WORKED THROUGH THE PLATFORM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND
(b) TEN THOUSAND DOLLARS ($10,000);
PROVIDED THAT IN NO EVENT WILL THE CAP UNDER THIS SECTION 22.2 BE LESS THAN $1,000.
22.3 No Liability for Customers or Third Parties. THE BADGE HEALTH INDEMNIFIED PARTIES HAVE NO LIABILITY TO YOU ARISING OUT OF OR RELATING TO THE ACTS OR OMISSIONS OF ANY CUSTOMER, ANY CUSTOMER’S PERSONNEL, ANY PATIENT OR RESIDENT, OR ANY OTHER THIRD PARTY, INCLUDING THE CONDITION OR SAFETY OF ANY PREMISES, THE ADEQUACY OF STAFFING OR SUPERVISION, THE CANCELLATION OR MODIFICATION OF ANY SHIFT, OR ANY CUSTOMER’S FAILURE TO PAY.
22.4 Basis of the Bargain. You acknowledge that the limitations in this Section 22 reflect a reasonable allocation of risk, that they are an essential basis of the bargain between you and Badge Health and are reflected in the Platform Fees, that Badge Health would not make the Platform available on these economic terms without them, and that they will apply even if any limited remedy is found to have failed of its essential purpose. Nothing in this Section 22 limits any liability that Applicable Law provides may not be limited.
PART III — ADDITIONAL TERMS FOR HEALTHCARE FACILITIES
This Part III applies to you if you access or use the Platform as a Customer or on behalf of a Customer. In this Part III, “you” and “your” mean the Customer.
23. Supervision and Control Are the Customer’s Exclusive Responsibility
23.1 Acknowledgment of No Supervision by Badge Health. You acknowledge and agree that Badge Health does not supervise, direct, control, monitor, evaluate, or oversee any Nursing Professional in any respect, including the manner, means, method, timing, quality, or adequacy of any Nursing Services. Badge Health provides no on-site presence, no clinical management, no charge nurse, no supervisor, and no clinical oversight of any kind.
23.2 Exclusive Responsibility of the Customer. You are exclusively responsible for the direction, supervision, oversight, orientation, assignment, and performance management of every Nursing Professional who performs Nursing Services at or for your facility, to the same extent you are responsible for your own employees. Without limiting that responsibility, you are exclusively responsible for:
(a) determining the staffing levels, skill mix, and qualifications required for each unit or care area, and determining whether a particular Nursing Professional is qualified and competent for the specific assignment;
(b) orienting each Nursing Professional to your facility, your policies and procedures, your equipment, your electronic health record, and your emergency and safety protocols;
(c) providing clinical supervision consistent with Applicable Law, including any supervision required of or by a registered nurse, physician, or other licensed practitioner;
(d) assigning patients and residents, establishing the plan of care, and making all clinical decisions;
(e) monitoring and evaluating the performance of each Nursing Professional and taking prompt corrective action, up to and including ending the assignment, where performance is unsatisfactory or where patient or resident safety is at risk;
(f) providing a safe workplace, including equipment, medications, supplies, and personal protective equipment;
(g) maintaining and confirming accurate time records; and
(h) complying with all licensure, certification, accreditation, survey, staffing, credentialing, infection control, incident reporting, and documentation requirements applicable to your facility, including those of the Pennsylvania Department of Health and, where applicable, 28 Pa. Code Chapters 201 and 211 and 42 C.F.R. Part 483.
23.3 Independent Verification. You acknowledge that you retain your own independent legal and regulatory obligations to verify the credentials, competence, clearances, and eligibility of every individual who provides care at your facility, including obligations under 28 Pa. Code § 201.21(e), 42 C.F.R. §§ 483.12 and 483.35, the Older Adults Protective Services Act, and the Child Protective Services Law, and that nothing Badge Health does relieves you of those obligations.
24. Scope and Limits of Badge Health’s Verification
24.1 What Badge Health Does. Before a Nursing Professional may request or accept Shifts, Badge Health arranges, through Screening Vendors, for (a) verification that the Nursing Professional holds the license or certification they claim to hold, in active status, and (b) a criminal history record check and the related registry and exclusion searches described in Section 13.1.
24.2 What Badge Health Does Not Do. BADGE HEALTH DOES NOT ASSESS, EVALUATE, VERIFY, ENDORSE, OR MAKE ANY REPRESENTATION CONCERNING THE SKILLS, CLINICAL COMPETENCE, EXPERIENCE, TRAINING, SPECIALTY QUALIFICATIONS, JUDGMENT, CHARACTER, RELIABILITY, OR SUITABILITY OF ANY NURSING PROFESSIONAL FOR ANY ASSIGNMENT, FOR ANY PATIENT OR RESIDENT POPULATION, OR FOR ANY UNIT OR CARE AREA OF YOUR FACILITY. Badge Health does not evaluate whether a Nursing Professional meets your requirements for a specific unit, service line, acuity level, or patient population. That determination is yours alone, and you make it each time you confirm a Shift.
24.3 No Reference or Employment History Verification. Badge Health does not verify employment history, does not contact prior employers or supervisors, does not obtain or evaluate references, and does not conduct competency testing or skills assessment.
24.4 Third-Party Databases; Incomplete or Inaccurate Information. YOU ACKNOWLEDGE THAT LICENSURE DATABASES, CRIMINAL HISTORY REPOSITORIES, COURT RECORDS, ABUSE AND SEX OFFENDER REGISTRIES, AND EXCLUSION AND SANCTION LISTS ARE MAINTAINED BY THIRD PARTIES AND GOVERNMENTAL AUTHORITIES, ARE UPDATED ON VARYING SCHEDULES, AND MAY BE INCOMPLETE, INACCURATE, OUT OF DATE, MIS-INDEXED, OR UNAVAILABLE, AND THAT RECORDS MAY BE SEALED, EXPUNGED, LIMITED-ACCESS, OR OTHERWISE LAWFULLY UNAVAILABLE FOR USE. BADGE HEALTH IS NOT RESPONSIBLE OR LIABLE FOR ANY ERROR, OMISSION, DELAY, OR INCOMPLETENESS IN ANY SUCH DATABASE, REPOSITORY, REGISTRY, OR REPORT, OR FOR ANY ACT OR OMISSION OF ANY SCREENING VENDOR, OR FOR ANY CONSEQUENCE OF RELYING ON ANY INFORMATION OBTAINED FROM ANY OF THEM.
24.5 Point-in-Time Verification. Any verification or check reflects information available as of the date it was performed. Badge Health does not continuously monitor licensure status, criminal activity, or registry listings, and makes no representation that a Nursing Professional’s status has not changed since the last verification.
24.6 Legal Constraints on Screening. You acknowledge that Applicable Law, including the FCRA, 18 Pa. C.S. §§ 9121–9125, 18 Pa. C.S. §§ 9122.5–9122.6, and applicable local fair-chance ordinances, constrains the information Badge Health may obtain, consider, and disclose, and prohibits automatic or categorical exclusion based on criminal history. Badge Health’s compliance with those constraints is not a breach of these Terms.
25. Customer Obligations
25.1 Accurate Shift Listings. You will post Shifts that accurately and completely describe the date, hours, location, unit or care area, rate, required credentials, required competencies, physical and lifting requirements, and any other material requirement of the assignment. You will not post a Shift you do not intend to fill.
25.2 Authorized Representatives. You are responsible for all acts and omissions of your Authorized Representatives on the Platform and for all activity occurring under their credentials. You will notify Badge Health promptly when an Authorized Representative should no longer have access.
25.3 Facility Licensure and Compliance. You represent and warrant that you hold all licenses, certifications, and approvals required to operate your facility and to deliver the services provided there, that they are current and in good standing, and that you will comply with all Applicable Law in your use of the Platform and in your engagement of Nursing Professionals.
25.4 Non-Discrimination. You will not use the Platform to select, reject, or request the removal of any Nursing Professional on the basis of race, color, religion, sex, pregnancy, sexual orientation, gender identity, national origin, ancestry, age, disability, genetic information, military or veteran status, or any other characteristic protected by Applicable Law, and you will not request that Badge Health do so.
25.5 No PHI. You will comply with Section 5 and will instruct your Authorized Representatives to do the same.
26. Treatment of Nursing Professionals as Independent Contractors
26.1 Acknowledgment. You acknowledge that Nursing Professionals who use the Platform are independent contractors who are self-employed and that they are not employees, agents, or legal representatives of Badge Health. You acknowledge that Badge Health is not the employer or joint employer of any Nursing Professional.
26.2 Your Conduct. You will not take any action inconsistent with the independent contractor classification of a Nursing Professional with respect to Badge Health, including withholding taxes on Badge Health’s behalf, enrolling a Nursing Professional in your benefit plans by reason of a Shift, or representing to any authority that Badge Health is a Nursing Professional’s employer.
26.3 Your Own Classification Determination. You are solely responsible for determining, under Applicable Law, the nature of your own relationship with any Nursing Professional who performs Nursing Services at your facility, including for purposes of workers’ compensation, wage and hour law, tax withholding, and the borrowed-servant and statutory-employer doctrines, and for satisfying any resulting obligation. Badge Health makes no representation and gives no advice concerning your relationship with any Nursing Professional.
27. Fees, Invoicing, and Payment
27.1 Charges. You will pay Badge Health, for each Shift worked at your facility, the hours worked multiplied by the all-inclusive hourly bill rate disclosed on the Platform for that Shift, which includes the amount payable to the Nursing Professional and the Customer Fee, plus any applicable surcharge disclosed on the Platform (including any holiday, premium, or late-cancellation charge), plus applicable taxes.
27.2 Invoicing and Payment Terms. Badge Health will invoice you weekly. Invoices are due and payable within thirty (30) days after the invoice date, unless Badge Health and you have agreed in writing to different payment terms for your account, in which case those terms apply. Amounts not paid when due bear a late charge of one and one-half percent (1.5%) per month or the maximum rate permitted by Applicable Law, whichever is less. You will reimburse Badge Health for all costs of collection, including reasonable attorneys’ fees.
27.3 Payment Methods. Payment may be made by ACH or credit card. Credit card payments are subject to a 3.5% processing fee.
27.4 Confirmation of Hours. Promptly after each Shift you will review and confirm the hours recorded by the Nursing Professional through the Platform. You will not reject a time record unless you have a good-faith basis to believe the recorded time was not actually worked. Time records that you have not disputed within forty-eight (48) hours after submission will be deemed confirmed and payable.
27.5 Cancellation. If you cancel a confirmed Shift more than twelve (12) hours before its scheduled start time, no cancellation charge applies. If you cancel a confirmed Shift twelve (12) hours or less before its scheduled start time, or if the Nursing Professional appears for a confirmed Shift that you have cancelled or cannot accommodate, you will be charged for four (4) hours at the Shift’s all-inclusive hourly bill rate.
27.6 No Setoff. You will pay all amounts due without setoff, deduction, or counterclaim. A dispute with a Nursing Professional does not excuse payment for hours actually worked.
27.7 Suspension for Non-Payment. Badge Health may suspend or terminate your access to the Platform if you fail to pay any undisputed amount when due.
28. Release and Indemnification by Customers
28.1 Release. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE, ACQUIT, AND FOREVER DISCHARGE THE BADGE HEALTH INDEMNIFIED PARTIES FROM ANY AND ALL LOSSES, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR RELATING IN ANY WAY TO (a) THE ACTS OR OMISSIONS OF ANY NURSING PROFESSIONAL AT OR IN CONNECTION WITH YOUR FACILITY, INCLUDING ANY NEGLIGENCE, GROSS NEGLIGENCE, MALPRACTICE, PROFESSIONAL MISCONDUCT, ABUSE, NEGLECT, THEFT, DISHONESTY, OR OTHER INTENTIONAL, RECKLESS, OR CRIMINAL ACT OR OMISSION OF ANY NURSING PROFESSIONAL; (b) ANY BODILY INJURY, ILLNESS, DEATH, EMOTIONAL DISTRESS, OR PROPERTY DAMAGE SUFFERED BY ANY PATIENT, RESIDENT, EMPLOYEE, VISITOR, OR OTHER PERSON AND CAUSED IN WHOLE OR IN PART BY ANY NURSING PROFESSIONAL; (c) ANY FAILURE OF A NURSING PROFESSIONAL TO POSSESS THE SKILLS, COMPETENCE, EXPERIENCE, OR QUALIFICATIONS REQUIRED FOR AN ASSIGNMENT; (d) ANY NURSING PROFESSIONAL’S FAILURE TO APPEAR FOR, OR CANCELLATION OF, A CONFIRMED SHIFT; AND (e) ANY INCOMPLETE, INACCURATE, OUT-OF-DATE, OR UNAVAILABLE INFORMATION IN ANY LICENSURE DATABASE, CRIMINAL HISTORY REPOSITORY, REGISTRY, EXCLUSION LIST, OR SCREENING REPORT, OR ANY ACT OR OMISSION OF ANY SCREENING VENDOR.
28.2 Scope of the Release. THE RELEASE IN SECTION 28.1 EXPRESSLY INCLUDES CLAIMS BASED ON THE ALLEGED NEGLIGENCE OF THE BADGE HEALTH INDEMNIFIED PARTIES, INCLUDING CLAIMS FOR NEGLIGENT SELECTION, NEGLIGENT REFERRAL, NEGLIGENT SCREENING, NEGLIGENT CREDENTIALING, NEGLIGENT RETENTION, AND NEGLIGENT MISREPRESENTATION, WITH RESPECT TO THE MATTERS DESCRIBED IN SECTION 28.1. THE RELEASE DOES NOT EXTEND TO CLAIMS ARISING FROM THE GROSS NEGLIGENCE, RECKLESSNESS, OR WILLFUL MISCONDUCT OF A BADGE HEALTH INDEMNIFIED PARTY, OR TO ANY LIABILITY THAT APPLICABLE LAW PROVIDES MAY NOT BE RELEASED. THE RELEASE DOES NOT RELEASE ANY NURSING PROFESSIONAL, AND YOU RETAIN ALL RIGHTS AND REMEDIES YOU MAY HAVE AGAINST ANY NURSING PROFESSIONAL.
28.3 Sophisticated Party; Negotiated Allocation. YOU REPRESENT THAT YOU ARE A SOPHISTICATED COMMERCIAL ENTITY, THAT YOU HAVE HAD THE OPPORTUNITY TO CONSULT COUNSEL, THAT YOU ARE A FREE BARGAINING AGENT WITH RESPECT TO THESE TERMS, THAT THESE TERMS RELATE ENTIRELY TO THE PRIVATE AFFAIRS OF YOU AND BADGE HEALTH, AND THAT SECTIONS 28 AND 29 REFLECT A DELIBERATE AND NEGOTIATED ALLOCATION OF RISK THAT IS REFLECTED IN THE CUSTOMER FEE.
28.4 Indemnification. You will defend, indemnify, and hold harmless the Badge Health Indemnified Parties from and against any and all Losses arising out of or resulting from:
(a) any matter described in Section 28.1, including any Claim brought by or on behalf of any patient, resident, family member, employee, visitor, insurer, or governmental authority;
(b) your acts or omissions, or those of your employees, contractors, or Authorized Representatives, including any failure to supervise, orient, staff, or provide a safe workplace;
(c) your breach of any representation, warranty, covenant, or obligation under these Terms;
(d) your violation of Applicable Law, including any survey deficiency, citation, civil money penalty, or overpayment determination;
(e) any claim by any Nursing Professional or by any governmental authority that Badge Health is or was an employer or joint employer of a Nursing Professional, or that a Nursing Professional was misclassified, in each case arising from your treatment of the Nursing Professional or from your exercise of direction or control;
(f) any claim by any Nursing Professional for injury, illness, exposure, wages, benefits, workers’ compensation, or discrimination arising at or in connection with your facility; and
(g) any PHI transmitted through the Platform by you or your Authorized Representatives in breach of Section 5.
28.5 Indemnification for Badge Health’s Own Negligence. THE INDEMNIFICATION IN SECTION 28.4 APPLIES, AND IS EXPRESSLY INTENDED BY THE PARTIES TO APPLY, EVEN WHERE THE CLAIM IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF A BADGE HEALTH INDEMNIFIED PARTY, INCLUDING ANY ALLEGED NEGLIGENT SELECTION, REFERRAL, SCREENING, CREDENTIALING, OR RETENTION OF A NURSING PROFESSIONAL. THE PARTIES EXPRESSLY STIPULATE THAT THIS SECTION 28.5 IS INTENDED TO SATISFY THE REQUIREMENT OF PENNSYLVANIA LAW THAT AN AGREEMENT TO INDEMNIFY A PARTY AGAINST THE CONSEQUENCES OF ITS OWN NEGLIGENCE BE STATED BY EXPRESS STIPULATION AND NOT BY INFERENCE. THIS SECTION 28.5 DOES NOT EXTEND TO THE GROSS NEGLIGENCE, RECKLESSNESS, OR WILLFUL MISCONDUCT OF A BADGE HEALTH INDEMNIFIED PARTY.
28.6 Workers’ Compensation. With respect to any Claim for injury to your own employee, this Section 28 constitutes an express written agreement to indemnify entered into before the date of the occurrence within the meaning of Section 303(b) of the Pennsylvania Workers’ Compensation Act, 77 P.S. § 481(b), and you expressly waive any immunity under that Act as to the Badge Health Indemnified Parties to the fullest extent permitted by Applicable Law.
28.7 Procedure. The notice and defense procedure in Section 21.2 applies to indemnification under this Section 28.
29. Limitation of Liability — Customers
29.1 Exclusion of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE BADGE HEALTH INDEMNIFIED PARTIES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, COST OF SUBSTITUTE STAFFING, CIVIL MONEY PENALTY, SURVEY DEFICIENCY, REIMBURSEMENT DENIAL OR RECOUPMENT, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION IS INDEPENDENT OF, AND SURVIVES, ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
29.2 Cap on Liability. EXCEPT IN THE CASE OF BADGE HEALTH’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE TOTAL AGGREGATE LIABILITY OF THE BADGE HEALTH INDEMNIFIED PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE LESSER OF THE TOTAL AMOUNT OF FEES YOU ACTUALLY PAID TO BADGE HEALTH UNDER THESE TERMS DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND $10,000.
29.3 Basis of the Bargain. You acknowledge that the limitations in this Section 29 reflect a reasonable and negotiated allocation of risk between sophisticated commercial parties, that they are an essential basis of the bargain and are reflected in the Customer Fee, and that Badge Health would not make the Platform available on these economic terms without them. Nothing in this Section 29 limits any liability that Applicable Law provides may not be limited.
PART IV — DISPUTE RESOLUTION AND GOVERNING LAW
30. Mutual Agreement to Arbitrate; Class Action Waiver
PLEASE READ THIS SECTION 30 CAREFULLY. IT REQUIRES YOU AND BADGE HEALTH TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT BEFORE A JUDGE OR JURY, AND IT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. ARBITRATION IS A PRIVATE PROCEEDING IN WHICH A NEUTRAL ARBITRATOR, RATHER THAN A JUDGE OR JURY, HEARS THE EVIDENCE AND ISSUES A FINAL AND BINDING DECISION. THE RIGHT TO APPEAL AN ARBITRATOR’S DECISION IS VERY LIMITED. IF YOU ARE A NURSING PROFESSIONAL, YOU MAY OPT OUT OF THIS SECTION 30 UNDER SECTION 30.11.
30.1 Agreement to Arbitrate. You and Badge Health agree that, except as expressly provided in this Section 30, any dispute, controversy, or claim arising out of or relating in any way to these Terms, the Platform, your Account, any Shift, any payment, the termination or suspension of your access, your relationship with Badge Health, or the breach, termination, enforcement, interpretation, validity, or formation of these Terms — whether based in contract, tort, statute, regulation, fraud, misrepresentation, or any other legal theory, and whether arising before, during, or after the termination of these Terms (each, a “Claim”) — will be resolved exclusively by final and binding individual arbitration, or, at either party’s election under Section 30.9, in small claims court.
30.2 Federal Arbitration Act; Pennsylvania Statutory Arbitration. The parties agree that these Terms evidence a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., governs the interpretation and enforcement of this Section 30. If and to the extent the Federal Arbitration Act is held not to apply to any Claim, the parties expressly provide for and agree to statutory arbitration under the Pennsylvania Revised Uniform Arbitration Act, 42 Pa. C.S. §§ 7321.1–7321.31, and expressly agree that arbitration under this Section 30 is statutory arbitration and not common law arbitration. This Section 30 survives termination of these Terms and of your relationship with Badge Health.
30.3 Claims Not Covered. This Section 30 does not apply to, and the following may be brought in a court of competent jurisdiction: (a) any claim that Applicable Law provides may not be compelled to arbitration; (b) any claim for sexual harassment or sexual assault, which, at the electing party’s option under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021, 9 U.S.C. §§ 401–402, is not subject to this Section 30 or to the waiver in Section 30.4, with that election to be decided by a court regardless of Section 30.6; (c) the filing of an administrative charge or complaint with any federal, state, or local governmental agency, or participation in any agency investigation or proceeding; (d) any claim for temporary or preliminary injunctive relief to protect intellectual property or confidential or proprietary information, pending arbitration; and (e) any claim for workers’ compensation or unemployment compensation benefits. Nothing in this Section 30 excuses a party from exhausting administrative remedies where required; to the extent a party wishes to pursue a Claim after an administrative proceeding has concluded, that Claim must be arbitrated under this Section 30.
30.4 Class, Collective, and Representative Action Waiver. YOU AND BADGE HEALTH EACH AGREE TO BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING, IN ARBITRATION, IN COURT, OR IN ANY OTHER FORUM. The arbitrator has no authority to hear or arbitrate any class, collective, consolidated, or representative Claim, to consolidate the Claims of more than one person, or to join any other party to an arbitration between you and Badge Health. If this Section 30.4 is found unenforceable as to any Claim, that Claim — and only that Claim — will be severed from the arbitration and litigated in a court of competent jurisdiction under Section 31, and the remaining Claims will proceed in individual arbitration. The enforceability of this Section 30.4 will be decided by a court and not by the arbitrator.
30.5 Notice of Claim and Informal Resolution. Before initiating arbitration or filing in small claims court, the initiating party must send the other a written Notice of Claim describing the nature and basis of the Claim and the relief sought. A Notice of Claim to Badge Health must be sent to Badge Health, 1800 Rockaway Ave., Suite 210, Hewlett, NY 11557, Attn: Legal Department. A Notice of Claim to you will be sent to the address or email address associated with your Account. Within sixty (60) days after the Notice of Claim is received, the parties will confer personally, by telephone, or by videoconference in a good-faith effort to resolve the Claim informally. All applicable statutes of limitations and filing deadlines are tolled during that period. Nothing in this Section 30.5 shortens or limits any statute of limitations applicable to any Claim.
30.6 Delegation. Except as provided in Sections 30.3(b) and 30.4, the arbitrator has exclusive authority to resolve any dispute concerning the interpretation, applicability, enforceability, scope, or formation of this Section 30, including any claim that all or part of it is void or voidable.
30.7 Arbitration Rules and Procedure. The arbitration will be administered by the American Arbitration Association (“AAA”) before a single arbitrator under the AAA rules applicable to the Claim (the AAA Commercial Arbitration Rules for Claims by or against a Customer, and the AAA Employment/Workplace Arbitration Rules for Claims by or against a Nursing Professional), as modified by this Section 30. The AAA rules are available at www.adr.org. The arbitrator will be selected in accordance with the applicable AAA rules. The arbitrator will permit discovery sufficient to allow a full and fair presentation of the Claim, consistent with the streamlined nature of arbitration, and will issue a reasoned written decision setting out the essential findings and conclusions. The arbitrator may award any relief that a court could award on an individual Claim, including statutory damages and attorneys’ fees where a statute provides for them. Nothing in these Terms limits the arbitrator’s authority to award attorneys’ fees, costs, or any other remedy available under any applicable statute. Judgment on the award may be entered in any court of competent jurisdiction.
30.8 Location and Fees. The seat of the arbitration is Philadelphia County, Pennsylvania. A Nursing Professional may instead elect that any in-person hearing be held in the Pennsylvania county in which the Nursing Professional resides, or that the arbitration be conducted by telephone, videoconference, or on the documents. Filing, administrative, and arbitrator fees are governed by the applicable AAA rules, except that for a Claim brought by a Nursing Professional, Badge Health will pay all costs unique to arbitration, including the arbitrator’s fees and any portion of the AAA filing fee that exceeds the fee the Nursing Professional would have paid to file the same Claim in a Pennsylvania court of common pleas. Badge Health will not seek to recover its attorneys’ fees or costs from a Nursing Professional unless the arbitrator finds the Claim or the relief sought was frivolous or brought for an improper purpose as measured by Federal Rule of Civil Procedure 11(b).
30.9 Small Claims. Either party may elect to have a Claim heard in small claims court if the Claim qualifies and remains in that court on an individual basis. If a party has already commenced arbitration, the other party may elect small claims court by written notice, and the AAA will administratively close the arbitration. Whether a Claim qualifies for small claims court is for that court to decide.
30.10 Public Injunctive Relief. The arbitrator may award declaratory or injunctive relief only in favor of the party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual Claim. Any claim for public injunctive relief must be brought in a court of competent jurisdiction and will be stayed pending the outcome of the individual Claim in arbitration.
30.11 Right to Opt Out (Nursing Professionals Only). If you are a Nursing Professional, you may opt out of the agreement to arbitrate in this Section 30 by sending written notice of your decision to opt out to jacob@badgehealthcare.com or to Badge Health, 1800 Rockaway Ave., Suite 210, Hewlett, NY 11557, Attn: Legal Department, within thirty (30) days after the date you first accept these Terms. Your notice must include your full name, the email address and telephone number associated with your Account, and a clear statement that you wish to opt out of the arbitration agreement. Opting out is the only way to preserve your right to litigate Claims in court. Opting out will not affect your access to the Platform or your ability to request or accept Shifts, and Badge Health will not retaliate against you for opting out. Opting out does not waive the class, collective, and representative action waiver in Section 30.4, which continues to apply to you in court and in every other forum. If you opt out, Sections 30.1 through 30.3 and Sections 30.5 through 30.10 do not apply to you, Section 30.4 continues to apply, and Section 31 governs all Claims between you and Badge Health.
31. Governing Law; Venue; Jury Waiver
31.1 Governing Law. These Terms, and all matters arising out of or relating to them or to the Platform, whether sounding in contract, tort, or statute, are governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles. The Federal Arbitration Act governs Section 30 as provided in Section 30.2.
31.2 Venue. Except for Claims subject to arbitration under Section 30 and Claims filed in small claims court, any action arising out of or relating to these Terms or the Platform must be brought exclusively in the state or federal courts located in Philadelphia County, Pennsylvania or, for federal actions, the United States District Court for the Eastern District of Pennsylvania. You consent to the personal jurisdiction of those courts and waive any objection based on venue or forum non conveniens.
31.3 Class Action Waiver in Court. IF ANY CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION FOR ANY REASON — INCLUDING BECAUSE YOU HAVE OPTED OUT UNDER SECTION 30.11, BECAUSE THE CLAIM IS CARVED OUT UNDER SECTION 30.3, OR BECAUSE THE AGREEMENT TO ARBITRATE IS HELD UNENFORCEABLE — YOU AND BADGE HEALTH EACH AGREE TO BRING THAT CLAIM ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. This Section 31.3 does not apply to any claim for sexual harassment or sexual assault as to which an electing party invokes 9 U.S.C. §§ 401–402, or to any claim as to which Applicable Law provides that such a waiver is unenforceable.
31.4 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND BADGE HEALTH EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY OF THAT CLAIM.
32. Contact
Questions about these Terms may be directed to Badge Health, 1800 Rockaway Ave., Suite 210, Hewlett, NY 11557, Attn: Legal Department, or jacob@badgehealthcare.com.
ACKNOWLEDGMENT
BY CLICKING “I AGREE,” YOU ARE SIGNING THESE TERMS OF USE. YOU ACKNOWLEDGE THAT YOU HAVE READ THEM, THAT YOU UNDERSTAND THEM, THAT YOU HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF COUNSEL, AND THAT YOU AGREE TO BE BOUND BY THEM, INCLUDING THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER IN SECTION 30, THE LIMITATIONS OF LIABILITY IN SECTIONS 22 AND 29, AND THE RELEASE AND INDEMNIFICATION PROVISIONS IN SECTIONS 21 AND 28.