Terms of Service – Nurses

Revised September 8, 2025 (v4)

These Terms of Service (referred to as the “TOS” or “Agreement”) establish the agreement between you (or, if you are representing a company or other legal entity, that entity, including any successors, assigns, and third-party beneficiaries) (“you”) and Direct Care Source, Inc., DBA SWITCH, a Delaware corporation(collectively referred to as “Switch,” “we,” “us,” or “our,” including its affiliates, agents, representatives, consultants, employees, officers, and directors). These terms govern your access to and use of the Service provided by Switch. The TOS become effective on the earlier of the date you click “Accept,” first access or use the Service, or indicate your agreement to the TOS in any other manner (“Effective Date”).

Switch is a platform operated by Direct Care Source, Inc., offering a marketplace platform and one or more related mobile applications (each, an “App”). The purpose of these Apps is to provide verified and licensed healthcare service providers with the opportunity to browse and schedule shifts at participating healthcare facilities. These shifts are temporary and offered on an as-needed basis. Collectively, the access and use of our Platform and its related functions and services—including any new features or applications, along with the websites and associated domains of switchcare.com and app.switchcare.com (collectively, the “Site”)—are referred to in these Terms as the “Services.”

It is important to note that Switch is not a healthcare facility or an employer. Switch is not affiliated with any of the healthcare service providers or healthcare facilities who may use the Services. Some portions of the Services are publicly accessible to all visitors to the Site, while other portions—including the App—are available only to registered Nurse Users.

For purposes of these Terms of Service, the term “Nurse User” refers to any independent healthcare professional—including but not limited to CNAs, LPNs/LVNs, RNs, and other licensed or certified care providers—who accesses and uses the Services to view, request, and perform Shifts at participating Facilities.

These Terms of Service apply solely to Nurse Users of the App. If you are a representative of a healthcare facility, please refer to the Terms of Service available at https://www.switchcare.com/terms-of-service-facilities, which apply to Facility Users.

Please read this Agreement carefully before you start to use the Services.

BY CREATING AN ACCOUNT OR OTHERWISE USING THE SERVICES, YOU AGREE TO THE FOLLOWING:

ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THE SWITCH PRIVACY POLICY;
ACKNOWLEDGE AND UNDERSTAND THAT SWITCH IS A TECHNOLOGY SERVICES PROVIDER AND DOES NOT PROVIDE HEALTHCARE SERVICES NOR DOES IT EMPLOY HEALTHCARE SERVICE PROVIDERS WHO MAY UTILIZE THE SERVICES;
REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT AND ARE A LEGAL RESIDENT OF THE UNITED STATES;
REPRESENT THAT THE EXECUTION AND PERFORMANCE OF THIS AGREEMENT WILL NOT VIOLATE ANY APPLICABLE LAW OR THE ENTITY’S GOVERNING DOCUMENTS, IF ANY;
REPRESENT THAT YOU HOLD THE NECESSARY GOVERNMENT, STATE, AND LOCAL LICENSES NEEDED TO PERFORM SERVICES FOR FACILITIES, INCLUDING YOUR OBLIGATIONS UNDER THIS AGREEMENT;
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND THE ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “YOU” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THE TOS, YOU MAY NOT ACCESS OR USE THE SERVICE; AND
ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AND THE PRIVACY POLICY.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT AND SHOULD NOT ACCESS OR USE THE SERVICES.

HOW THE SERVICE WORKS
1. The Platform. Switch facilitates the connection between independent third-party providers of medical, hospitality, or physical care services (the “Nurses”) and independent third-party businesses (the “Facilities”) that require Healthcare Services to be performed on a short-term basis. The Platform grants access to Nurses and allows them to offer their Healthcare Services. When a Facility posts a Shift Request, it becomes visible on the Platform to eligible Nurses. Nurses may view these Shift Requests and submit Shift Bids to express interest in providing the required Healthcare Services. Facilities may then review Shift Bids and select a Nurse for engagement. Definitions applicable to these Terms of Service are set forth in Exhibit A.
2. Shift Requests. Facilities use the Platform to post Shift Requests for each individual Nurse they require. Each Shift Request includes details such as the type of Healthcare Services needed, the required credentials, the shift start and end times, and the Facility’s location. These postings are made available to Nurses through the Platform for review and response.
3. Shift Bids. Nurses may submit a bid (“Shift Bid”) for any Shift Request listed on the Platform, indicating their interest in fulfilling the posted shift. Shift Bids must include the Nurse’s name, professional credentials,, and any additional information required by the Facility, within the bounds of applicable law. Nurses may choose to bid on multiple Shift Requests, subject to their availability and compliance with platform policies.
4. Selection of Nurses. Facilities will review submitted Shift Bids and determine which Nurse they wish to engage for each Shift Request. This decision is at the sole discretion of the Facility. The Platform enables Facilities to evaluate submitted Shift Bids based on the Nurse’s profile, credentials, prior experience, reliability score, and any other relevant information.
5. Completed Service. When a Facility accepts a Nurse’s Shift Bid and the Nurse successfully fulfills the responsibilities associated with the Shift, this engagement is considered a “Completed Shift.” Only accepted Shift Bids that result in fulfillment of services to the satisfaction of the Facility will be treated as Completed Shifts and eligible for payment processing through the Platform.
6. Only a Platform. Switch serves as a platform that enables communication and contract formation between Facilities and Nurses, facilitating the exchange of payment to Nurses from Facilities for Healthcare Services performed for Facilities. When a Facility accepts a Shift Bid submitted by a Nurse through the Service, it establishes a direct agreement solely between that Facility and Nurse. Switch does not become a party to these agreements and explicitly disclaims any liability arising from or related to such agreements between Nurses and Facilities, except for its obligations pertaining to payment processing under this Agreement. Any guidance provided by Switch as part of the Services is strictly for informational purposes and does not constitute career, employment, medical, legal advice, or any form of coaching, advising, or professional service. You understand and acknowledge that Switch does not, and shall not be deemed to:
  1. Direct or control any Nurse generally or in such Nurse’s fulfillment of a Shift, including in such Nurse’s performance of the Healthcare Services, acts or omissions during, or such Nurse’s operation or maintenance of any equipment or property used during or in fulfillment of a Shift;
  2. Direct or control any Facility generally or in its actions or operations in connection with its use of the Services, including such Facility’s quality, safety, or legality or ability to pay Nurse for the Healthcare Services;
  3. Have any right or authority to direct or control what actions a Nurse or a Facility may perform or how such party may act or operate in connection with a Shift;
  4. Act as a data repository for your information or documentation, including but not limited to Accreditations, Facility Rules, Shift information, or other information submitted through the Services (unless and solely to the extent we may otherwise agree in writing, and subject to the terms and conditions of this Agreement), and you agree that you are ultimately responsible for keeping and maintaining your own copies of your information or documentation (including but not limited to Accreditations, Shift information, and Facility Rules) in your personal or business records.
7. Independent Professionals. Switch facilitates access to work opportunities for independent professionals who provide medical or physical care services (“Nurses”). As part of the registration and onboarding process, Switch makes commercially reasonable efforts to verify the credentials and qualifications (“Accreditations”) you provide. This verification may include checking state license databases, the United States Office of Inspector General (OIG) exclusion list, Centers for Medicare and Medicaid Services (CMS) databases, employee misconduct registries, criminal background checks (as required by state law), and drug screenings when requested by Facilities.
  You acknowledge that Switch utilizes third-party services to perform these background checks and credential verifications. While Switch aims to maintain a high standard of verification, you understand and agree that the process is not infallible and may rely on the accuracy and completeness of the information you submit. You are solely responsible for ensuring that the information and documentation you provide are current, accurate, and truthful.
  Switch makes no guarantees regarding the outcome of any verification process or your eligibility to be selected for any particular Shift. Furthermore, Switch makes no representations or warranties regarding: (i) the availability, reliability, or professionalism of any Facility listed on the Platform; or (ii) the nature, safety, or conditions of any Shift Request posted by a Facility.
  
  SWITCH EXPRESSLY DISCLAIMS, AND NURSES EXPRESSLY RELEASE SWITCH FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES AND/OR DAMAGES ARISING FROM AND/OR IN ANY WAY RELATING TO (A) ANY MISSTATEMENTS AND/OR MISREPRESENTATIONS MADE BY A NURSE OR (B) THE ACCURACY, TIMELINESS OR COMPLETENESS OF ANY ACCREDITATIONS OR BACKGROUND CHECK OF A NURSE CONDUCTED AND/OR OBTAINED ON BEHALF OF SWITCH.
  
  Any disputes relating to the Professional Services must be resolved directly between Nurses and Facilities.
AVAILABILITY OF THE SERVICES
1. Service Availability. You acknowledge that occasional interruptions in service or unforeseen events may occur, which are beyond our control. While we make reasonable efforts to ensure the accessibility of the Services, there may be instances where the Services are temporarily unavailable. These interruptions can result from various reasons, including routine maintenance and updates. Additionally, you understand that there may be service interruptions or events on third-party sites that could impact your use of the Services, which we have no control over and cannot prevent or rectify. Therefore, we cannot assume responsibility for any connectivity issues you may encounter while using the Services, nor can we be held liable for any loss of material, data, transactions, or other information resulting from system outages, whether they are planned or unplanned. It is hereby agreed that we cannot be held accountable to you or any third party in the event we exercise our right to modify, suspend, or discontinue the Services, or in cases of service interruptions, regardless of whether they were scheduled or beyond our control.
2. Shift Availability. Switch provides a proprietary online marketplace platform and mobile application that enables independent Nurses to discover and bid on short-term shift opportunities posted by Facilities. Through the App and Services, you may view available Shifts, submit Shift Bids, accept assigned Shifts, and receive payment for services performed. All communications and transactions related to Shifts—including shift details, availability, bidding, confirmations, cancellations, and updates—must occur exclusively within the App and Services.
  You understand and acknowledge that Switch does not control or guarantee the availability of Shifts, the scheduling needs of Facilities, or the accuracy of any information presented by Facilities through the Platform. Shift postings are created and managed by Facilities, and may be updated, canceled, or filled at any time without prior notice. Switch does not warrant that any specific Shift will remain available, nor that any Shift Bid you submit will be accepted by a Facility.
REGISTRATION
1. Creating a Switch Account. To utilize the Services as a Nurse, you must create a Switch profile or account (“Account”) by providing certain required information. This includes, but is not limited to, your full legal name, home address, phone number, email address, and financial account details to facilitate payment processing. You may also be required to submit professional credentials, licensing information, and other documentation related to your qualifications and eligibility to provide Healthcare Services.
  All Users must be at least eighteen (18) years old to register for an Account. By creating an Account, you represent and warrant that all information you provide is accurate, current, and complete. You agree to maintain the accuracy of this information and update it promptly as needed.
  Switch reserves the right to suspend or terminate your Account or restrict access to the Services at its sole discretion if any information provided is found—or reasonably suspected—to be false, misleading, outdated, or incomplete, or for any other legitimate business reason. You are prohibited from misrepresenting your identity or credentials during Account registration or at any time thereafter, and you agree not to permit any other individual to use your Account to access or use the Services.
2. Account Security and Activities. Upon creating an Account, you will be prompted to create a password and, if applicable, provide additional Accreditations. It is your sole responsibility to maintain the confidentiality of your Account and password, and to ensure that access to your computer or mobile device is restricted. You agree to assume liability for all activities and damages that occur under your Account. You may not under any circumstances utilize another person’s Account, information, or Credentials for any purpose. In the event that you become aware of any unauthorized use of your Account or encounter a known security breach related to your Account, you must immediately notify us. You acknowledge that you are accountable for any actions conducted through your Account until its closure or until you demonstrate that any compromise to your Account security was beyond your control. Failure to comply with this section may result in loss or damage for which we cannot and will not be held liable.
3. Account Usage and Maintenance. After receiving your provided information and Accreditations, we will proceed with verifying your identity and/or eligibility to utilize the Services. Once your verification process is completed successfully, you will be able to utilize the Services for various purposes such as: (a) accepting Shifts, and (b) for all Users, managing your Account settings. You grant us authorization to share or provide access to your name, and any other necessary information for Facilities to accept and pay for your Healthcare Services. Additionally, you may be required to update your information periodically. It is your sole responsibility to upload and maintain accurate, complete, and current information in your Account, including Shift details. Failure to maintain such information may lead to the suspension or termination of your Account.
4. Location Information. Switch may collect, use, and share information about your device’s location in order to provide certain features, enhance your experience, and improve the functionality of the App or Site. Location data may be collected through GPS, Wi-Fi, Bluetooth, and cell tower data, depending on the settings of your device. By using the App or Site, you consent to Switch’s collection, use, and disclosure of location information as described in the Privacy Policy available at https://switchcare.com/privacy-policy. You may control or disable location tracking at any time through your device settings; however, certain features of the App or Site may not function properly if location services are disabled, and in particular, disallowing use of location data may result in delays and/or inability to verify completion of scheduled Shifts, or inability to work for specific Facilities that require location verification for Nurses working at their facility.
LICENSE GRANT; RESERVATION OF RIGHTS
1. License Grant by Switch. Subject to the terms of this Agreement and applicable laws, Switch provides you with a limited, non-exclusive, non-transferable, non-sub-licensable, and revocable license to access and use the Site, App, and Services, including our Content therein. However, please note that no right, title, or interest in or to the Services or any Content therein are transferred to you. You are solely responsible for all your activities carried out in connection with the Services.
2. License Grant by Nurse. Subject to the terms of this Agreement, you hereby grant Switch a limited, non-exclusive, non-transferable, and revocable license to access, view, and use any materials that you upload to the Site and Services (“Nurse Materials”). This license is granted solely for the purpose of Switch providing the Services to you. Please note that no right, title, or interest in or to the Nurse Materials are transferred to Switch as a result of this license.
3. Reservation of Rights. Switch reserves all rights not expressly granted in this Agreement. We have the right to modify, suspend, or discontinue any aspect of the Services, in whole or in part, for any reason, at our sole discretion and without prior notice. This includes the right to modify, suspend, or discontinue features, databases, or content within the Services. We shall not be held liable to you or any third party for any modification, suspension, or discontinuation of the Services. Furthermore, we may exercise the following actions at our sole discretion: (a) cancel unverified Accounts or Accounts that have been inactive for an extended period; (b) delay, refuse to display, or remove Content; and (c) take technical and/or legal measures to limit or prevent a User’s use of the Services, including imposing limitations on specific features or restricting access to parts or all of the Services. These actions may be taken without notice or liability.
YOUR RESPONSIBILITIES
1. Restrictions. You are prohibited from engaging in the following activities yourself or allowing any other party to do so: (a) Using the Services for illegal or fraudulent purposes, or in violation of any local, state, national, or international laws, rules, regulations, or Facility Rules; (b) Using the Services for competitive analysis, developing competing products or services, developing or using third-party applications that interact with our Services without prior written consent, or any other activity that may be detrimental to our commercial interests or assist others in performing any of the aforementioned actions; (c) Posting, storing, sending, transmitting, or disseminating any Accreditations, Credentials, information, or material that belongs to or pertains to another party, except for the purpose of using the Services and verifying Nurses who have accepted Shifts through the Services; (d) Posting, storing, sending, transmitting, or disseminating any Content that infringes on the patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights of a third party; (e) Posting, listing, or uploading Content that is false, inaccurate, misleading, deceptive, defamatory, libelous, threatening, harmful to others, in furtherance of illegal activities, or that may give rise to civil or criminal liability, as determined by Switch in its sole discretion; (f) Attempting to gain unauthorized access to any features of the Services, including creating a secondary Account after being suspended from the Services; (g) Deciphering, decompiling, removing, disassembling, reverse engineering, or attempting to derive any source code or underlying ideas or algorithms of any part of the Services, security-related features, features that prevent or restrict use or copying of accessible content, or features that enforce limitations on the use of the Services; (h) Modifying, translating, or creating derivative works of any part of the Services; (i) Licensing, copying, selling, renting, leasing, distributing, or otherwise transferring any of the rights received under this Agreement or commercially exploiting the Services, in whole or in part; (j) Harvesting or collecting information about other Users without their consent; (k) Sending unsolicited or unauthorized advertising, promotional material, junk mail, spam, chain letters, or any form of software viruses or computer codes that disrupt, damage, limit, or interfere with the proper function of software, hardware, or telecommunications equipment, or gain unauthorized access to any system, data, password, or information belonging to Switch or any third party; (l) Taking any action that imposes an unreasonable or disproportionately large load on Switch’s or its third-party providers’ infrastructure, interfering with the proper working of the App or Services, running mail lists, listservs, or any form of auto-responder or spam on the Services, or using manual or automated software, devices, or processes to crawl or spider any page of the Site; (m) Creating a false identity, misrepresenting your identity, impersonating any person or entity (including Switch employees or representatives), using or attempting to use an Account for anyone other than yourself, or selling or transferring your Account; (n) Using the Services in a manner that contains threats of violence, promotes illegal activities, is harassing, hateful, libelous, defamatory, abusive, spam-like, pornographic, predatory, sexually graphic, racist, offensive, harmful to minors, or violates the rights of any third party, or gives rise to civil or criminal liability; (o) Contacting Nurses or using their data, Accreditations, or information for any purpose other than verifying Nurses to provide Healthcare Services during a Shift at your Facility in accordance with applicable laws, rules, regulations, and this Agreement.
2. Licenses and Permits. As a Nurse User, you are solely responsible for maintaining all licenses, permits, accreditations, and certifications necessary to legally provide Healthcare Services through the Switch Platform. This includes, but is not limited to, maintaining a current and valid professional license in each state in which you seek to provide services, as well as any additional authorizations required by local, state, or federal laws, or by a Facility.
  You acknowledge that you must independently ensure that your professional qualifications remain valid and in good standing. If your license becomes expired, suspended, revoked, or otherwise restricted, you must immediately cease using the Services and notify Switch. Switch reserves the right to suspend or terminate your access to the Platform if you fail to meet applicable licensure or permitting requirements.
3. Insurance. All Nurses utilizing the Switch platform are required to obtain appropriate insurance coverage, including Workers Compensation Insurance or Occupational Accident Insurance (where applicable) and Professional Liability Insurance. By using the Services, you acknowledge and agree that any liability, injury, loss, or damage arising from your actions in connection with a Shift—including but not limited to allegations of negligence, misconduct, malpractice, or errors in the performance of Healthcare Services—is your sole responsibility. You are solely responsible for maintaining appropriate professional liability insurance or other coverage as may be required by law, by a Facility, or by Switch policy. In the event that a Facility or third party asserts a claim for compensation, damages, or other relief related to your conduct during a Shift, such claims must be directed to you and your applicable insurance provider. Switch does not assume or accept any liability for the actions, omissions, or performance of Nurses, and Switch will not be responsible for resolving or compensating such claims on your behalf.
4. Compliance with Health and Credentialing Requirements. As a condition of using the Services and being eligible to fulfill Shifts, you are solely responsible for ensuring that you meet all compliance, credentialing, and legal requirements applicable to your role as a Nurse. This includes, but is not limited to:
  - Maintaining current and valid professional licensure or certification required by your state of practice;
  - Completing and keeping up-to-date all required health screenings and medical tests, including but not limited to Tuberculosis (TB) tests, COVID-19 tests, Influenza (flu) tests, and any other tests required by law or by a Facility;
  - Completing any skills training, continuing education, or compliance modules required by applicable state laws, Facilities, or Switch policies;
  - Maintaining documentation of all required credentials and making such documentation available upon request by Switch or a Facility.
  - Failure to comply with these requirements may result in removal from the Platform, cancellation of accepted Shifts, or other action as permitted under these Terms of Service.
DISCRETION AND RELATIONSHIP
1. Discretion to Use the Service. You have full and absolute discretion in determining when to utilize the Service. There are no specific times or days during which you are obligated to use the Service, and you have the option to not use it at all. Shift Requests are posted by Facilities, not Switch, through the Service, and you have complete autonomy in deciding which Shift Requests you choose to submit a Shift Bid for and which ones you do not. There is no obligation to submit a Shift Bid for any Shift Request, nor any minimum requirement for the number of Shift Bids you must submit.
2. Discretion to Provide Services. Switch does not have the authority to direct or control your interactions with Facilities, the provision of Nursing Services to Facilities, or your actions or omissions. For example, there is no requirement for you to wear or display any Switch branding while providing Nursing Services. The Service simply makes Shift Requests visible to you, and you have full autonomy in deciding when to use the Service, whether to respond to Shift Requests, and how you provide Nursing Services to Facilities. Both you and Switch acknowledge and agree that you have the complete freedom to provide other services or engage in any other business activities outside the Switch Service, including using similar software provided by Switch’s competitors. Additionally, you and Switch acknowledge and agree that you may provide services to Users without using the Service, which falls outside the scope of this Agreement.
3. Shift Requests Not Guaranteed. Switch cannot provide any assurance or guarantee that Facilities will post Shift Requests, engage your services to perform Nursing Services, or that a Shift Request will not be cancelled by the Facility involved.
4. Qualifications. You represent that you are duly licensed (as applicable) and have the experience, qualifications, and ability to perform each Request you accept.
5. No Authorization. You acknowledge and agree that you are not the agent or representative of Switch and are not authorized to make any representation, contract or commitment on behalf of Switch.
6. No Reimbursement. Switch does not reimburse, subsidize, or otherwise assume responsibility for any such costs under any circumstances, regardless of whether the requirement originated from a Facility, a regulatory body, or Switch. You acknowledge and agree that any and all costs you incur in connection with your eligibility to use the Services or to perform Healthcare Services for a Facility are your sole financial responsibility. You accept these costs as a normal and expected part of maintaining your professional status and accessing opportunities through the Platform. This includes—but is not limited to—expenses related to:
  - Medical tests or screenings (e.g., TB test, COVID-19 test, flu test);
  - Training or certification programs;
  - Continuing education requirements;
  - Background checks, drug screenings, or documentation retrieval fees;
  - Travel, administrative, or logistical costs associate with completing or maintaining compliance or fulfilling a Shift.
7. No Employment Relationship. In addition to the terms set forth in Section A-(g) above, YOU EXPLICITLY ACKNOWLEDGE AND AGREE THAT THERE IS NO FORM OF EMPLOYMENT, PART-TIME employment, CONSULTING, CONTRACTOR, PARTNERSHIP, OR JOINT VENTURE RELATIONSHIP BETWEEN YOU AND SWITCH. Furthermore, you recognize and acknowledge that Switch does not function as an employment service or agency and does not guarantee or secure employment for you. You understand and agree that you are not eligible to participate in any benefits provided by Switch to its employees, such as group insurance, profit-sharing, or retirement benefits.
8. Consent to Text Messages, Messages through the Switch Platform and Phone Calls. By agreeing to these terms, you give your explicit consent to receive text messages and phone calls from Switch or the Facilities at the phone number you provided during registration. These messages and calls will be used to communicate information specifically related to Shift Requests. It is important to note that you bear full responsibility for any costs incurred when receiving text messages, including any charges imposed by your mobile carrier for receiving such messages.
REGISTRATION INFORMATION
1. Maintaining Accuracy. You represent and warrant that (i) any health-care related license numbers (e.g. Registered Nurse license number) (“Licenses”) you provide Switch in your Registration Information or otherwise are valid and in force; (ii) These License(s) will remain valid and in effect as long as you continue to submit Shift Bids for Shift Requests that require such License(s); (iii) You will promptly notify both Switch and the Facilities with whom you have agreed to provide future Nursing Services in the event of any of the following: (a) suspension or prohibition from practicing in any jurisdiction, (b) revocation of any of your License(s), (c) pending disciplinary actions, including suspension, or (d) any changes to your Registration Information.
2. Verification. Switch will make reasonable efforts to independently verify the accuracy and completeness of your Registration Information and any other statements you make on the Service for the purpose of ensuring their validity (“Verification Purposes”). In order to perform such verification, Switch may, at its discretion, use third-party vendors or service providers to conduct checks related to your healthcare registration and/or license, background checks, and searches of publicly available records. By using the Service, you authorize Switch to initiate such verification processes and acknowledge that Switch may collect, use, and disclose the necessary information to facilitate these checks. If requested by Switch, you agree to provide any required documentation or additional information to support the verification process, including signing a background check form, if required (as noted below). For more details regarding the use of your personal information by Switch in relation to these checks, please refer to Switch’s Privacy Policy, available at: https://www.switchcare.com/privacy-policy/
3. Background Information on Nurses. In order to provide Nursing Services through the Service, you must successfully pass a background check. This background check will be conducted by a third party engaged by the Service, and it will include various checks such as identity verification, sex offender registry checks, global watch list registry check, national criminal records check, and county criminal records check, to the extent permitted and in accordance with applicable laws. The Service or its third-party contractor will provide you with all the necessary information regarding the background check, including appropriate notice and authorization forms. Please note that additional background checks may be conducted periodically at the discretion of Switch to ensure ongoing eligibility for providing Nursing Services. You will receive appropriate authorization forms and/or information at the time of each background check, in accordance with applicable law. A background check is required in order to provide services through the Switch Platform and Nurses are responsible for all fees related to the background check.
NURSE PAYMENT, TAXES, AND INSURANCE TERMS
1. Payment Process. As a Nurse using the Switch platform, you acknowledge and agree that you are an independent contractor, not an employee of Switch or the Facility. You retain the discretion to accept or decline shifts, manage your own schedule, and perform your duties as an independent professional.
  
  Switch facilitates payment processing for your services and deducts applicable fees as outlined herein. However, Switch does not guarantee any minimum number of shifts, income, or reimbursement in the event of Facility non-payment. By accepting shifts through the platform, you assume the full rights and responsibilities of independent contractor status. Switch pays Nurses for completed shifts through a digital wallet service provided by Branch. To receive payments, you must set up a Branch account, which includes opening a bank account through Branch. If you are unable to successfully create a Branch account—for example, due to financial fraud issues—Switch will not be able to complete your account setup, and you will be unable to receive payments through the Service.
  
  Switch advances payments to Nurses for approved shifts. You will only be paid after your timecard has been approved by the Facility pursuant to its process by an authorized Facility individual. It is your responsibility to ensure your timecard is accurate, properly signed, and submitted for verification in a timely manner. Payments will not be processed until verification is complete. Timecards may be rejected by the Facility for the following reasons:
  - You did not work the full scheduled shift.
  - You failed to complete assigned duties.
  - Your timecard was signed by someone not authorized by the Facility.
2. Payment Timing and Accuracy. Net Fees will be deposited into your Branch account within a reasonable timeframe after your timecard is verified and approved by the Facility. To avoid payment delays, ensure your Branch account information is accurate and up-to-date. Switch disclaims any liability for errors in fund deposits caused by inaccurate or incomplete account information provided by you. If Switch is unable to collect any fees owed to you, you will be notified in writing. However, please note that Switch is not obligated to initiate collection procedures against Facilities and cannot guarantee payment from Facilities.
3. Platform Fee. For each shift worked, a Platform Fee will be deducted from the Nursing Services Fees. These Fees may vary by state and location of the Nurse and Facility. The Platform Fee, charged per shift regardless of length, may include some or all of the following components:
  - Medical Malpractice and Occupational Accident Insurance: To perform Nursing Services engagements, all Nurses are required to have either Workers’ Compensation or Occupational Accident Insurance, as well as Nursing Liability Insurance. Switch has partnered with accredited insurance carriers to provide this coverage (referred to collectively as “Insurance”). This provides coverage for Nurses as independent contractors in the event of an accident. This insurance is optional but charged by default.
    - To opt-out, you must upload proof of your own insurance policy through the app’s “Professional Liability Insurance” setting in your Profile. After uploading, you must email support@switchcare.com to request the opt-out. If your policy is verified as current and providing adequate coverage, fee will no longer be charged for future shifts. This change will take effect on the date coverage is confirmed. Retroactive refunds for previously charged fees will not be issued.
  - Payment Processing Fee: This fee is charged for all payment transactions and applies to all Nurses. This covers the cost of your payment processing and administration.
4. Annual Background Check Fee. To ensure compliance with healthcare industry standards and applicable regulatory requirements, Switch conducts background checks on all Nurses using the Platform, including upon initial onboarding and annually thereafter. The cost of these background checks is the responsibility of the Nurse and will be deducted from your earnings via the Platform.
  You acknowledge and agree that the background check fee may vary depending on the state in which you seek to work or are licensed, based on differing legal requirements, data sources, and administrative costs. Switch reserves the right to adjust the background check fee on a state-by-state basis and to modify the frequency or scope of such checks as necessary to comply with applicable laws or platform policies.
  Details regarding the applicable fee, deduction schedule, and your state-specific obligations will be provided to you through the Platform during onboarding or prior to renewal. Your continued use of the Services constitutes your consent to these deductions and to the completion of required background checks as described herein.
5. Taxes. As an independent contractor, you are solely responsible for fulfilling all tax obligations, including filing tax returns and making payments to federal, state, and local tax authorities related to your provision of Nursing Services and receipt of Net Fees. This includes compliance with self-employment laws, such as payments for taxes, social security, disability, and other contributions. Switch does not withhold or make payments for taxes, social security, unemployment insurance, or disability contributions on your behalf, nor does Switch obtain workers’ compensation insurance for you, except as otherwise specified. You agree to indemnify and defend Switch against any and all tax-related liabilities, including penalties, interest, attorney’s fees, and expenses, arising from your obligations. Please consult a qualified tax professional for any tax-related inquiries, as Switch does not provide tax advice. You understand that you will receive a Form 1099 each year from Switch or Switch’s third party payment provider as the case may be.
CANCELLATION POLICY
1. Cancellation by Nurse. Once a Nurse’s Shift Bid is accepted by a Facility, the shift becomes a Scheduled Shift, and the Nurse is contractually obligated to fulfill it. To maintain platform reliability and minimize disruptions to patient care, Switch categorizes cancellations based on the time they are submitted before the scheduled start time:
  - Green Cancellation – More than 24 hours before shift start:
    Nurses may cancel Scheduled Shifts with no penalty to their Reliability Score, no financial impact, and no restrictions on future shift access.
  - Yellow Cancellation – Between 24 and 6 hours before shift start:
    Cancellation will result in a reduction in the Nurse’s Reliability Score, which may impact eligibility for certain shift opportunities.
  - Red Cancellation – Less than 6 hours before shift start:
    These last-minute cancellations trigger the following consequences:
    - Immediate 7-day suspension from the Platform;
    - Removal from all Scheduled Shifts during the suspension period;
    - A Restaffing Fee equal to 2 hours of the scheduled pay rate (including premium or holiday rates), which will be deducted from future earnings to help cover replacement costs;
  - All cancellations must be completed through the Switch Platform. Direct communication with the Facility is not permitted. If technical issues prevent in-app cancellation, you must contact Switch customer service directly to complete the process. Failure to follow this process may result in escalated penalties.
2. No-Call, No-Show (NCNS). If a Nurse neither cancels a Scheduled Shift nor arrives to fulfill it, it will be marked as a NCNS. This is considered a serious violation and will result in the following:
  - First NCNS:
    - 2-hour Restaffing Fee (deducted from future earnings)
    - Automatic Do Not Return (DNR) designation at the Facility
    - Immediate 7-day suspension from the Platform
  - Second NCNS:
    - 2-hour Restaffing Fee (deducted from future earnings)
    - Automatic Do Not Return (DNR) designation at the Facility
    - Immediate 30-day suspension from the Platform
  - Third NCNS:
    - Permanent removal from the Switch Platform.
3. Appeals Process. Nurses may contest an NCNS designation by submitting a formal appeal with supporting documentation to appeals@switchcare.com within 72 hours of the missed shift. Switch will review the appeal and make a final determination at its sole discretion. If no appeal is submitted within 72 hours, the NCNS will be considered final and binding.
4. Cancellation by Facility. Facility-specific cancellation policies may be listed in the App; if no policy is displayed, the default rules below apply:
  - Facility Cancellation Less Than 6 Hours Before Shift Start:
    - If a Facility cancels a Scheduled Shift less than six (6) hours before the scheduled start time, the Nurse will receive 2 hours of “time and trouble” compensation. This applies regardless of whether a replacement shift is found.
    - This compensation will be automatically added to the Nurse’s next completed shift payment. It cannot be paid out immediately, as there is no corresponding timecard.
  - Cancellation After a Nurse Has Clocked In:
    - If a Nurse has already clocked in and the Facility cancels the shift or sends the Nurse home early, the Nurse will be paid the greater of:
      - Half of the originally scheduled shift, or
      - The actual time worked.
NURSE REFERRAL PROGRAM
1. Program Overview: Switch offers a referral reward for both the new nurse that joins and the referring nurse of fifty dollars ($50) each. Specifically, a new nurse who joins the Switch platform after being referred by another nurse pursuant to the Nurse Referral Program will receive a fifty-dollar ($50.00) payment after he/she joins the Switch platform and completes his/her first shift. Further, the referring nurse can earn an extra fifty dollars ($50) for each new nurse they refer if the nurse referred joins the Switch Platform and completes his/her first shift.
2. Eligibility: The Program is open to all nurses on the Switch platform who are in good standing. Nurses who have worked on the Switch platform prior to the referral program launch are not eligible to receive the $50 reward for joining but remain eligible to earn rewards for referring new nurses. Nurses with suspended accounts are ineligible to receive referral rewards during their suspension period. Nurses with deactivated accounts are ineligible to receive any referral rewards after their account has been deactivated.
3. Referral Credit: Credit for a referral is given to the last nurse whose referral link was used by the referred nurse during registration. For example, if a referred nurse clicks Nurse A’s link but later clicks Nurse B’s link, Nurse B will receive the referral credit. In the event of any disputes or confusion about who should receive referral credit, Switch reserves the right to make a final and binding determination at its sole discretion.
4. Referral Reward Details: Referring nurses will receive a $50 reward for each referred nurse who joins the platform and completes his/her first shift. There is no limit to the number of referrals a nurse can make. Referral rewards will be included in the referring nurse’s payout on their next completed shift. Payments will be made using the payment method on file with Switch.
5. Referral Process: Referring nurses must use the referral mechanism provided by Switch, such as referral links or codes, to ensure proper tracking. Referrals made outside of Switch’s official referral tracking system will not qualify for rewards. The referred nurse must accurately register using the referring nurse’s referral link or code for the referring nurse to earn the reward.
6. Payment and Taxes: Referral rewards will be included in the referring nurse’s next payout. Referring nurses are solely responsible for reporting referral rewards as additional income on their personal tax returns. Switch assumes no responsibility for tax obligations or implications arising from referral rewards.
7. Fraud Prevention: Any attempts to commit fraud or abuse the Program—such as creating false accounts or referring fictitious individuals—will result in immediate disqualification from earning referral rewards. Switch reserves the right to withhold payment and take appropriate action, including but not limited to deactivating the nurse’s account, if fraudulent activity is detected.
8. Changes to the Program: Switch reserves the right to modify, suspend, or terminate the Program at any time without prior notice. Any changes to the Program Terms will be communicated via the Switch platform or email. Continued participation in the Program after changes are made constitutes acceptance of the updated Terms.
9. Limitation of Liability: To the maximum extent permitted by law, Switch is not liable for indirect, incidental, consequential, special, or exemplary damages arising from participation in the Program, even if advised of the possibility of such damages. Switch’s total liability under the Program is limited to the total referral rewards earned by the nurse.
INTELLECTUAL PROPERTY
1. Your Content. Our Services may contain certain functions or features that allow you to post, submit, publish, display, or transmit Your Content on or through the Site or App. You, and not Switch, are solely responsible for complying with all the necessary requirements, including obtaining the appropriate rights and permissions from intellectual property holders, before submitting Your Content to the Service for use in accordance with the terms of service; and for ensuring that the submission of Your Content does not violate any applicable laws or regulations, as well as any obligations you may have to third parties, including any duty of confidentiality.
2. Use of Your Content. By using the Service, you grant Switch a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sub-licensable, and transferable license to distribute, transmit, reproduce, modify, adapt, create derivative works from, publish, publicly perform, publicly display, and otherwise use Your Content in connection with the Service.
3. Publicity. By using the Services, you agree that Switch may, at its discretion, feature you as a Nurse User of the Platform in Switch’s marketing and promotional materials. This may include the use of your name, likeness, image, city, professional credentials, or personal story (if shared voluntarily) in connection with Switch’s websites, social media accounts, press releases, case studies, brochures, video content, or other promotional campaigns.
  You acknowledge and agree that Switch may use such information or content in a manner that is respectful and consistent with its brand, without the need for additional approval unless otherwise required by law. If you do not wish to be featured, you may opt out at any time by contacting privacy@switchcare.com, and Switch will make reasonable efforts to accommodate your request for future use.
TERM, SUSPENSION AND TERMINATION
1. Term. The term of this TOS begins when you acknowledge your acceptance and will remain in effect until (a) you terminate your Account; (b) your Account is otherwise terminated as set forth in this Agreement; or (c) all Scheduled Shifts have been completed by you, if applicable. However, please refer to the termination provisions elsewhere in this Section for additional details.
2. Termination by User. You have the option to terminate this Agreement by either canceling your Account through your account settings or by sending us an email at platform@switchcare.com. For Facility Users, please note that canceling your Account does not automatically cancel any Scheduled Shifts with Nurses, whether they are set to occur before or after the Account cancellation. It is your responsibility to cancel any Shifts with Nurses prior to terminating your Account, if applicable. It is important to understand that even after canceling your Account, you remain responsible for any Shifts completed by Nurses through the App and Services. Switch will not cancel your Account or revoke access (except as otherwise stated in this Agreement) until all Shifts have been completed and approved in the App and Services for the Facility. The Facility is responsible for any applicable fees during this period.
3. Termination by Switch. If you breach this Agreement as a Facility User and fail to remedy the breach within fifteen (15) days after receiving written notice from us, we may suspend or cancel your Account. Additionally, if the Facility declares bankruptcy, enters receivership, undergoes liquidation, or dissolves, we may suspend or cancel your Account immediately upon written notice. In the event of Account cancellation, we reserve the right to remove all your account information and settings from our servers without liability or prior notice. Once this information is removed, it cannot be recovered, and you will lose access to your Account. Switch retains the right to terminate, block, or suspend your access to and use of the Service with or without notice in the following circumstances: (i) failure by Facility to make timely payments as required by the Agreement, or (ii) violation of the terms of the Agreement. Such blockage or suspension does not waive any other rights or remedies available to Switch under the Agreement or applicable law. If we have reason to suspect or become aware that anyone is violating this Agreement, we may conduct an investigation and take appropriate legal action, including bringing a lawsuit for damages resulting from the violation. We reserve the right to cooperate with and assist law enforcement or government agencies in any investigations related to illegal conduct.
4. Effect of Termination. Upon termination of this Agreement, your license to use our Services will be terminated, and you must discontinue all use of the Services. Switch may, at its discretion, remove or delete your Account data and any other information obtained during the provision of the Services. Certain provisions of this Agreement that are intended to survive termination, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability, will survive termination and continue to apply. Please note that we may retain certain information and Accreditations in our backups, archives, and disaster recovery systems until such information is deleted in the normal course of our business operations. Termination of the Agreement will not limit any of our rights or remedies available under applicable law or equity.
INDEMNIFICATION
You agree to indemnify, defend, and hold Switch (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents, representatives, consultants, successors, and assigns) harmless, for any loss, damage, cost, liability, deficiency, claim, action, judgment, settlement, interest, award, penalty, fine, cost or expense (including reasonable attorney’s fees and expenses) arising from: (i) Your Content; (ii) Your violation of the TOS, any law or regulation, or the rights (including Intellectual Property) of any other party; (iii) Your access to or use of the Service; or (iv) Any misclassification by your Facility of a Nurse as an independent contractor.
DISCLAIMER OF WARRANTIES
1. Service Provided As-Is. THE SERVICES ARE PROVIDED TO USERS “AS IS” AND WITH ALL FAULTS AND DEFECTS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SWITCH, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, SECURITY, ACCURACY, AVAILABILITY, AND NON-INFRINGEMENT. SWITCH DISCLAIMS WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, SWITCH MAKES NO WARRANTY OR REPRESENTATION THAT THE SERVICES (INCLUDING, WITHOUT LIMITATION, PROXIES) WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE WITH OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE. SWITCH DOES NOT WARRANT THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED. ANY MATERIAL, CONTENT, OR INFORMATION DOWNLOADED OR OBTAINED THROUGH THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, DEVICE, OR LOSS OF DATA RESULTING FROM SUCH DOWNLOAD. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SWITCH OR THROUGH THE SERVICES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR OWN RISK, AND SWITCH ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TRUTHFULNESS, ACCURACY, TIMELINESS, OR COMPLETENESS OF THE SERVICES.
2. Interactions with Other Users. SWITCH DOES NOT EMPLOY, RECOMMEND, ENDORSE, OR GUARANTEE ANY MEDICAL-SERVICE PROFESSIONALS, NURSES, OR FACILITIES, AND (ii) YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS AND TRANSACTIONS WITH OTHER USERS OF THE SERVICE. Any claim, damage, or liability associated with any communication or transaction with another User via the Service shall be solely between you and the other User involved.
LIMITATION OF LIABILITY
1. General. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY RELEASE SWITCH, ITS AFFILIATES, SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONSULTANTS, SUCCESSORS, AND ASSIGNS, FROM ANY LIABILITY ASSOCIATED WITH YOUR USE OF THE SERVICES. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED, UNDER NO CIRCUMSTANCES SHALL SWITCH, ITS AFFILIATES, SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONSULTANTS, SUCCESSORS, AND ASSIGNS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES. THIS LIMITATION OF LIABILITY INCLUDES, BUT IS NOT LIMITED TO, ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. ADDITIONALLY, SWITCH SHALL NOT BE LIABLE FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR ISSUES, REGARDLESS OF THE SOURCE OF ORIGINATION. IN NO EVENT SHALL SWITCH’S TOTAL LIABILITY EXCEED THE GREATER OF ONE THOUSAND U.S. DOLLARS ($1,000.00) OR SWITCH SERVICE FEES AND SWITCH ADMINISTRATIVE FEES ACTUALLY PAID UNDER THIS AGREEMENT IN THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO THE CLAIM. PLEASE NOTE THAT SOME STATES OR COUNTRIES MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, SWITCH’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
2. Quality of Healthcare Facilities and Quality of Engagements. Switch is not responsible for the actions, inactions, environment, or conditions of any Facility utilizing the Platform. As a Nurse, you acknowledge and agree that by engaging with Facilities through the Services, you may encounter work environments, supervisory styles, policies, procedures, or conduct that you find objectionable, unprofessional, unsafe, or otherwise unsatisfactory. You assume all risks associated with providing Healthcare Services at any Facility, and you agree that your participation in any Scheduled Shift is voluntary and at your own discretion. Switch does not and cannot guarantee the quality, safety, legality, or suitability of any Facility, nor can it control or monitor the conduct of Facility staff or administrators. You agree that Switch shall bear no liability or responsibility for any experiences, disputes, or incidents that may arise during your engagement at a Facility, including but not limited to those related to working conditions, expectations, supervision, or treatment by the Facility or its personnel.
DISPUTE RESOLUTION AND ARBITRATION PROVISION
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT
The TOS mandates the use of binding arbitration to settle any dispute or claim arising from or relating to the TOS or your use of the Service. This includes matters such as the validity, applicability, or interpretation of the TOS. By agreeing to the TOS, you consent that any claim will be resolved solely on an individual basis, and not through a class, collective, consolidated, or representative action or arbitration. It is important to carefully review this section to understand your rights and obligations regarding the resolution of any claim. Please thoroughly read and consider the TOS. By accessing or using the Service, you acknowledge your acceptance of the TOS, including any updates or revisions posted within the Service or communicated to you. If you do not agree to the TOS, refrain from accessing or using the Service.
1. Initial Dispute Resolution. In the event of any problem or dispute with us, you agree to first provide us with the opportunity to resolve it. To initiate the dispute resolution process, you agree to send us a written description of your problem or dispute within thirty (30) days of the event that gave rise to it. You can do so by emailing us at Platform@switchcare.com or by sending a physical mail to the address provided below. Following this, you agree to engage in good faith negotiations with us regarding your problem or dispute for a period of sixty (60) days. Our aim is to reach a satisfactory resolution during this time. However, if your problem or dispute is not resolved within sixty (60) days after we receive your written description, you agree to proceed with the arbitration provisions outlined below.
2. Binding Arbitration. If the parties are unable to reach a mutually agreed-upon solution through the Initial Dispute Resolution process, either party may choose to initiate binding arbitration as the sole method of resolving claims, subject to the terms outlined below. All claims arising from or relating to this Agreement, including its formation, performance, and breach, the parties’ relationship, and your use of the Services, will be settled through binding arbitration conducted by the American Arbitration Association (AAA). The arbitration will be conducted in accordance with the AAA’s Commercial Arbitration Rules and the supplementary procedures for consumer-related disputes, excluding any rules or procedures regarding class actions. The Commercial Arbitration Rules can be accessed at www.adr.org or by contacting the AAA at +1.800.778.7879. The arbitrator, not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes related to the interpretation, applicability, enforceability, or formation of this Agreement. This includes determining the validity or voidability of any part of this Agreement and deciding whether a claim is subject to arbitration. The arbitration rules may allow for the recovery of attorney’s fees in certain circumstances. The arbitrator’s decision will be written and binding upon the parties, and it may be entered as a judgment in any court with jurisdiction. The parties understand that, without this mandatory arbitration provision, they would have the right to file a lawsuit and have a trial by jury. They also acknowledge that, in some cases, the costs of arbitration may exceed those of litigation, and the discovery process may be more limited in arbitration compared to court proceedings. By agreeing to this provision, you waive any other dispute resolution methods, except as explicitly provided for in this Agreement.
3. Location. The arbitration will take place in Dallas, Texas.
4. Class Action Waiver. The parties also acknowledge and agree that any arbitration will be conducted solely on an individual basis and not as a class action or representative action. They expressly waive their right to file or participate in a class action or seek relief on a class basis. YOU AND SWITCH AGREE THAT ANY CLAIMS BROUGHT AGAINST EACH OTHER WILL ONLY BE BROUGHT IN YOUR INDIVIDUAL CAPACITY OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. In the event that a court or arbitrator determines that the class action waiver stated in this paragraph is void or unenforceable for any reason, or that arbitration can proceed on a class basis, then the arbitration provision mentioned above will be deemed null and void in its entirety, and the parties will be considered as not having agreed to arbitrate disputes.
5. Exceptions. Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its Intellectual Property rights.
6. Changes. Switch may modify, revise, or terminate the terms of this Section 16 by giving you at least 30 days’ advance notice of the modification, revision, or termination. Any such modification, revision, or termination shall not be effective as to claims for which a demand for arbitration is or has been made prior to the effective date of the modification, revision, or termination.
MISCELLANEOUS
1. Assignment. You are prohibited from assigning, transferring, sublicensing, subcontracting, charging, or encumbering any of its rights or obligations under this Agreement without prior written consent from Switch. However, Switch retains the right to assign, transfer, or delegate its rights and obligations under this Agreement without requiring consent from the Nurse. Any attempt to assign in violation of this provision will be considered null and void.
2. Entire Agreement. This Agreement, along with all terms and policies posted on our Services, including our Privacy Policy, represents the complete agreement between you and Switch regarding the Services. It supersedes any prior or contemporaneous understandings and agreements, whether written or oral, between the parties concerning the Services.
3. Geographic Restrictions. The Services are specifically designed for Nurses located within the United States. You acknowledge that access to the Services may be restricted in certain states or outside of the United States, and that accessing the Services from such locations may be prohibited by law. If you choose to access the Services from restricted states or outside the United States, you are solely responsible for complying with the applicable local laws and regulations.
4. Governing Law and Jurisdiction. This Agreement is governed by and interpreted in accordance with the laws of the State of Texas, without regard to its choice or conflicts of law principles.
5. Modification. We reserve the right, at our sole discretion, to amend, modify, or replace this Agreement, including the Privacy Policy, at any time. The most up-to-date version of this Agreement, along with the revision date, will be made available on the Site. If there are material changes to the Agreement, we will notify you by prominently displaying a notice on the Site or by sending an email to the email address associated with your Account. The updated Agreement will never be applied retroactively, and it will specify the exact date when the changes take effect. It is your responsibility to periodically check the Site for any changes to the Agreement. By continuing to use the Services after any modifications to the Agreement, you accept the Agreement as modified. While we reserve the right to refuse, modify, or terminate all or part of our Services, we may also terminate this Agreement at any time and for any reason, at our sole discretion, by providing notice of such termination.
6. Relationship of the Parties. The relationship between Switch and you established by the TOS is that of independent contractors. All terms and conditions of this TOS will be interpreted in consideration of this independent contractor relationship. Unless expressly provided otherwise in this Agreement, your use of our Services does not create an agency, employment, joint venture, franchise, or partnership relationship between you and Switch. You acknowledge and agree that: (a) you have no authority to bind Switch party, (b) you shall not represent yourself or your business entity as an employee, agent, or authorized representative of Switch unless expressly permitted in this Agreement, (c) you are not entitled to receive benefits from Switch except for compensation or fees as specified in this Agreement, and (d) Switch does not have an obligation to withhold income or payroll taxes on behalf of you or a Facility, and you are solely responsible for compliance with all applicable state, federal, and local tax laws regarding compensation received from your use the Services.
7. Direction, Control. You acknowledge and agree that you are acting as an independent contractor when providing Healthcare Services through the Switch Platform. You retain full control over how you deliver services during a Shift, including your clinical judgment, workflow, and performance methods—subject to applicable law, licensure, and Facility-specific policies. Switch does not employ or manage you and does not provide supervision, clinical training, evaluations, performance reviews, tools, equipment, or materials. Switch does not assign shifts, determine your schedule, or dictate how you complete your duties.
  Your acceptance of any Shift is entirely voluntary, and you are free to choose the assignments and working conditions that best align with your preferences and professional standards.
  This independence is central to your relationship with both Switch and the Facilities you engage with.
8. Nurse Relationship with Facilities. You acknowledge and agree that when your Shift Bid is accepted by a Facility, you are entering into a direct business relationship with that Facility. Switch is not a party to this relationship and bears no responsibility or liability for the actions, inactions, decisions, or conditions of the Facility, its staff, or its workplace environment. Switch does not employ Nurses or Facilities and does not supervise, direct, or control the services rendered by either party. You are solely responsible for assessing whether a given Facility is safe, appropriate, and aligned with your professional standards before and during your engagement. You further acknowledge that any issues arising out of your performance of services—including disputes over work conditions, expectations, conduct, or treatment—are solely between you and the Facility. Switch does not warrant or guarantee the behavior, safety, compliance, or professionalism of any Facility, and you agree to hold Switch harmless for any claims, injuries, losses, or damages that may result from your engagement with a Facility.
9. Severability. If any provision of this Agreement is deemed illegal or unenforceable under applicable law, the remaining portion of the provision will be modified to the extent necessary to make it valid and enforceable. Furthermore, all other provisions of this Agreement will remain in full force and effect.
10. Waiver. The failure or delay of either party to exercise any right or power under this Agreement shall not constitute a waiver of such right or power. Additionally, any partial or single exercise of a right or power shall not prevent further exercise of that right or any other rights under this Agreement. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall take precedence and govern.
11. Third-Party Sites. The Services may offer the option to access links to other websites or resources on the internet. These links are provided solely for your convenience. If you choose to use these links, you will be directed away from the Services. It is important to note that the inclusion of third-party services or links does not imply control, endorsement, or affiliation with Switch. Any interactions or transactions you have with third parties are solely between you and those parties. Switch will not be held responsible or liable for any content, goods, or services provided on or through these external websites, nor for any issues or difficulties you may encounter while using such websites. Please use these links at your own risk.
12. Contact. If you have any questions about this Agreement, or feedback, comments, requests for technical support, and other communications related to the Services, please contact us at Support@switchcare.com or at the address set forth below.

Direct Care Source, Inc. DBA Switch
2441 Fort Worth Drive
Denton, TX 76205

IMPORTANT! Please make sure that you have carefully read and reviewed all the terms and conditions stated in the above TOS before electronically signing, clicking an “agree” or similar button, or using the site (“acceptance”). The TOS constitutes a legally binding agreement between you and Switch. By electronically signing, clicking an “agree” or similar button, or using the site, you confirm that you are of legal age and possess the legal capacity to enter into the TOS. Furthermore, you agree to comply with all the terms and conditions stated or referenced in the TOS. If you do not agree to these terms and conditions, refrain from electronically signing, clicking an “agree” or similar button, and do not use the site. It is necessary for you to accept and adhere to these terms and conditions as presented to you in the TOS.