NaveaCare Customer Agreement — Staffing Companies

1. Agreement and Acceptance

This Customer Agreement (the “Agreement”) is entered into between [LEGAL ENTITY] (“NaveaCare”, “we”, “us”) and the organisation accepting it (“Customer”, “you”). It governs your access to and use of the NaveaCare platform.

By ticking the acceptance box, or by accessing or using the platform, you accept this Agreement and represent that you are authorised to bind the organisation you are accepting on behalf of. If you do not accept it, do not use the platform.

Your acceptance is recorded against the version shown on this document. Where we publish a new version, we will ask you to accept it again before it applies to you.

2. Definitions

“Platform” means the NaveaCare web application, its APIs and any documentation we make available to you.

“Authorised User” means an individual you permit to access the Platform under your account, including your staff and the Clinicians you invite.

“Clinician” means a healthcare professional you engage and record on the Platform.

“Customer Data” means all data, records and files you or your Authorised Users submit to or generate in the Platform, including patient information.

“Subscription Term” means the period for which you have paid or agreed to pay for the Platform.

3. The Service, and What It Is Not

NaveaCare provides software. We do not deliver healthcare, do not employ or place Clinicians, and are not a party to any agreement between you and your Clinicians, your agencies, or your patients.

You source, engage and pay your own Clinicians and contract with your own agencies. The Platform records what you tell it about those relationships and helps you administer them; it does not create or join them.

Nothing the Platform displays, calculates or prevents constitutes clinical, professional, legal, tax or regulatory advice, or a determination of any kind. You remain solely responsible for every decision you make using it.

4. Licence and Restrictions

Subject to this Agreement and to payment of the applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Platform for your internal business purposes during the Subscription Term.

You will not, and will not permit anyone to: resell, rent or provide the Platform to a third party as a service; copy, modify or create derivative works of it; reverse engineer or attempt to derive its source code except to the extent that restriction is unenforceable by law; use it to build a competing product; remove proprietary notices; or use it in violation of applicable law.

We reserve all rights not expressly granted. The Platform, and all intellectual property in it, remain ours.

5. Your Account and Authorised Users

You are responsible for all activity under your account, including that of your Authorised Users, and for their compliance with this Agreement.

Accounts are personal to the individual and must not be shared. You will keep credentials confidential and notify us promptly at [NOTICE EMAIL] if you become aware of any unauthorised access.

Authorised Users must be at least 18 years old and legally capable of entering into this Agreement on your behalf where they purport to do so.

6. Credentialing and Compliance Are Your Responsibility

WE DO NOT VERIFY CREDENTIALS. NaveaCare performs no licensure verification, primary source verification, background screening, exclusion or sanctions checking, drug testing, or any other screening of any person recorded on the Platform.

The Compliance Tracker, expiry warnings, and any control that prevents a Clinician from being assigned are derived solely from information you or your Authorised Users have recorded, and from requirements you have configured. They are an administrative aid to your own compliance programme and are not a verification service, a credentialing decision, or a determination that any person is qualified, licensed or fit to perform any service.

Where the Platform permits or prevents an assignment, that outcome reflects your configuration and your records. Whether a Clinician may lawfully perform a given service, for a given patient, in a given jurisdiction, remains your determination and your responsibility.

You are responsible for maintaining your own compliance programme, and for retaining the underlying credential documents independently of the Platform.

7. Worker Classification

The classification of any person you engage — as an employee, independent contractor or otherwise — is your determination alone. NaveaCare takes no position on it and provides no advice about it.

The Platform can generate, present and store agreements you offer to Clinicians, including independent contractor agreements. Providing that functionality is not advice about classification, does not constitute the practice of law, and does not make us a party to any resulting agreement.

You will defend and indemnify us in accordance with the Indemnification section against any claim arising from how you have classified, engaged, supervised, compensated or terminated any person.

8. Electronic Signatures and Records

You consent to transact electronically and to the use of electronic records and signatures in connection with the Platform.

Agreements executed through the Platform — by you, by your Clinicians, or by both — are intended to be valid and binding electronic signatures under the U.S. Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act as adopted in the applicable jurisdiction, and any other applicable electronic signature law.

You are responsible for determining that electronic execution is valid and sufficient for the documents you choose to execute through the Platform, for the content of those documents, and for retaining your own copies of them.

A signature captured in the Platform is stored as it existed at the moment of signing. Replacing a stored signature does not alter any document already executed with it.

9. Customer Data

As between you and us, you own all right, title and interest in Customer Data. We claim no ownership of it and will not sell it.

You grant us a non-exclusive, worldwide licence to host, copy, transmit, display and process Customer Data solely to provide, support, secure and improve the Platform for you, and as otherwise permitted by this Agreement and the BAA.

You represent that you have all rights and authorisations necessary to provide Customer Data to us for those purposes, and that you will submit only what you need for them.

We may compile aggregated and de-identified data derived from use of the Platform, and may use it to operate, analyse and improve our services and to produce industry statistics. Where such data is derived from protected health information, it will first be de-identified in accordance with 45 C.F.R. § 164.514. Aggregated and de-identified data will not identify you, any Clinician, or any patient.

10. Protected Health Information

The Platform creates, receives, maintains and transmits protected health information (“PHI”) on your behalf. With respect to PHI, you are a Covered Entity (or a Business Associate acting on behalf of one) and NaveaCare is your Business Associate, each as defined under HIPAA.

Our handling of PHI is governed by the Business Associate Agreement (the “BAA”) made available with this Agreement, which is incorporated by reference. In the event of a conflict between this Agreement and the BAA with respect to PHI, the BAA controls.

You are responsible for obtaining any consents or authorisations required for the PHI you place in the Platform, and for configuring access within your account so that your Authorised Users see only what their role requires.

11. Confidentiality

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The Platform, and any non-public information about its operation, pricing or security, are our Confidential Information.

Each party will protect the other's Confidential Information using at least reasonable care, will use it only as this Agreement permits, and will disclose it only to personnel and advisers who need it and are bound by confidentiality obligations no less protective.

Confidential Information does not include information that is or becomes public without breach, was known without restriction before disclosure, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information where legally compelled, provided it gives prompt notice where lawful.

12. Fees, Billing and Taxes

You will pay the fees for the plan you select, at the prices displayed when you subscribe. Fees recur automatically for successive periods until cancelled, and are charged to the payment method on file.

Except where required by law, fees already paid are non-refundable, including for partial periods and for periods in which you did not use the Platform.

Payment details are processed by our payment processor. We do not store complete payment card numbers.

Fees are exclusive of taxes. You are responsible for all sales, use, VAT and similar taxes other than taxes on our net income.

We may change pricing effective at the start of a renewal period, on at least thirty (30) days' notice to your account email.

13. Restricted Access for Non-Payment

If a payment fails, access is restricted progressively rather than terminated. During an initial grace period we will notify you and impose no restriction. Thereafter you may continue work already underway but may not create new records. If the failure continues, the account becomes read-only.

TWO CAPABILITIES ARE NEVER WITHDRAWN FOR NON-PAYMENT: recording care that has already been delivered, and exporting Customer Data. A billing dispute is between us and your finance function; it is not a reason to make a clinical record unreachable or to hold your data.

Restoring payment restores full access. Nothing in this section limits our rights under the Suspension and Termination section.

14. Suspension and Termination

You may terminate this Agreement at any time by cancelling your subscription; termination takes effect at the end of the then-current period.

We may suspend or terminate access, in whole or in part, for non-payment, for material breach of this Agreement that remains uncured thirty (30) days after written notice, for a security risk or suspected unauthorised access, or where required by law. We may suspend immediately and without notice where necessary to protect the Platform, its users or patient safety.

Termination does not relieve you of the obligation to pay fees accrued before the effective date.

15. Return and Deletion of Customer Data

For thirty (30) days after termination, you may export Customer Data using the Platform's export functionality. On written request within that period we will extend it by a reasonable further period.

After that period we may delete Customer Data, subject to the BAA and to any retention we are required by law to apply. Backups are cycled in the ordinary course.

You remain responsible for retaining records for as long as your own legal, professional and payer obligations require. Do not rely on the Platform as your system of record for that purpose.

16. Third-Party Services

The Platform incorporates services provided by third parties, including payment processing, mapping, email delivery, file storage and hosting. Your use of the Platform includes use of those services, and their terms apply to that use.

We are not responsible for the availability, performance or acts of any third-party service, or for what it does with information transmitted to it in the ordinary course of providing the Platform.

17. Warranties and Disclaimer

Each party warrants that it has the authority to enter into this Agreement. We warrant that we will provide the Platform with reasonable skill and care, and that neither we nor our workforce are excluded from participation in any federal healthcare programme.

EXCEPT AS EXPRESSLY STATED, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE.

We will use commercially reasonable efforts to keep the Platform available and to give advance notice of planned maintenance.

18. Indemnification

You will defend us, our affiliates and our personnel against any third-party claim arising from or relating to: your use of the Platform; the services performed by your Clinicians; your agreements with Clinicians, agencies or patients; the classification or engagement of any person; Customer Data, including any allegation that it infringes a third party's rights or was submitted without required authorisation; or your breach of this Agreement or of applicable law. You will indemnify us against damages, liabilities, costs and reasonable legal fees finally awarded or agreed in settlement.

We will defend you against any third-party claim alleging that the Platform, used in accordance with this Agreement, infringes a United States patent, copyright or trade secret, and will indemnify you against amounts finally awarded or agreed in settlement.

The indemnified party will give prompt written notice, allow the indemnifying party to control the defence, and provide reasonable cooperation. No settlement imposing liability or an admission on the indemnified party may be made without its consent.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OR LOST OR CORRUPTED DATA, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations above do not apply to: your payment obligations; either party's indemnification obligations; your breach of the Licence and Restrictions section; or either party's breach of its confidentiality obligations. Nothing in this Agreement limits liability that cannot lawfully be limited, including for fraud, wilful misconduct, or death or personal injury caused by negligence.

The parties agree that these limitations are an essential basis of the bargain and apply notwithstanding the failure of any limited remedy.

20. Records and Regulatory Access

To the extent required by section 1861(v)(1)(I) of the Social Security Act, we will make available, on written request of the Secretary of Health and Human Services or the Comptroller General, this Agreement and the books and records necessary to verify the nature and extent of the costs of services provided under it, for four (4) years after the services are furnished.

We will cooperate with lawful regulatory requests concerning information we hold on your behalf, and will notify you where we are permitted to do so.

21. Changes to the Service and to These Terms

We may modify the Platform from time to time. We will not materially degrade its core functionality during a Subscription Term you have paid for.

We may amend this Agreement. Where an amendment materially affects your rights or obligations, we will publish it as a new version and give you at least thirty (30) days' notice to your account email before it takes effect. Each version is recorded separately; accepting one version is not acceptance of a later one.

If you do not accept a new version, your remedy is to terminate before it takes effect, and we will refund fees prepaid for any period after termination.

22. Publicity

Neither party will use the other's name, logo or trade marks without prior written consent, except that we may identify you as a NaveaCare customer in customer lists and on our website. You may withdraw that permission at any time by writing to [NOTICE EMAIL].

23. General

RELATIONSHIP. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency or employment relationship, and neither party may bind the other.

ASSIGNMENT. You may not assign this Agreement without our prior written consent. We may assign it to an affiliate or in connection with a merger, acquisition or sale of substantially all of our assets. Any other purported assignment is void. This Agreement binds permitted successors and assigns.

NOTICES. Notices to you may be given through the Platform or to your account email. Notices to us must be sent to [LEGAL ENTITY], [NOTICE ADDRESS], with a copy to [NOTICE EMAIL].

GOVERNING LAW AND VENUE. This Agreement is governed by the laws of [STATE], excluding its conflict of laws rules and the U.N. Convention on Contracts for the International Sale of Goods. The parties submit to the exclusive jurisdiction of the state and federal courts located in [VENUE].

FORCE MAJEURE. Neither party is liable for delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control.

SEVERABILITY AND WAIVER. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in force. A failure to enforce a provision is not a waiver of it.

SURVIVAL. The following survive termination: Definitions; Customer Data (as to ownership); Confidentiality; Fees accrued; Return and Deletion of Customer Data; Warranties and Disclaimer; Indemnification; Limitation of Liability; Records and Regulatory Access; and General.

ENTIRE AGREEMENT. This Agreement, together with the BAA and the plan details displayed at the time of purchase, is the entire agreement between the parties concerning the Platform and supersedes all prior proposals and understandings. Any conflicting terms in a purchase order or vendor form are of no effect.