LULUCARE FACILITY SERVICES AGREEMENT

Version 1.1 · 2026-07-19

Lulu Staffing LLC d/b/a LuluCare · support@trylulucare.com · https://lulucare.vercel.app

This Facility Services Agreement ("Agreement") describes the relationship between Lulu Staffing LLC d/b/a LuluCare ("LuluCare"), and the healthcare facility or other organization that registers for, is approved to use, or uses the LuluCare platform ("Facility"). This Agreement governs the Facility's access to and use of the LuluCare marketplace and related administrative services and works together with the Platform Terms described in Section 1.3.

ARTICLE 1 — PURPOSE AND SCOPE

1.1 Purpose

LuluCare operates an online per-diem healthcare-staffing marketplace that connects independent healthcare professionals (such as CNAs, LVNs, and RNs) who participate on the platform as 1099 independent contractors ("Healthcare Professionals" or "Professionals") with skilled nursing facilities, healthcare facilities, and other authorized organizations that post opportunities ("Facilities"). This Agreement establishes the terms governing the Facility's participation in the LuluCare platform. It applies whenever the Facility registers for or maintains an account, is reviewed for or reaches Active status, accepts a Facility Pricing Addendum, saves a payment method, posts or fills a Shift, communicates through the platform, reviews or approves a Timecard, is billed or makes payment, or otherwise uses LuluCare's services.

Participation is voluntary and non-exclusive. Nothing in this Agreement requires the Facility to post any minimum number of Shifts or guarantees that LuluCare will supply any Professional, that any posted Shift will receive applications, be claimed, remain filled, or be completed, or that any particular Professional will be available.

1.2 Marketplace Services

LuluCare provides technology and administrative services designed to facilitate connections and transactions between Facilities and Professionals. LuluCare is a technology marketplace; it does not itself provide healthcare services, does not employ the Professionals, and is not the recipient of the Professionals' clinical work. Depending on availability and platform functionality, the services may include:

• Facility account registration, onboarding, and administratively gated Active-status review;

• acceptance and versioning of the marketplace agreement and Facility Pricing Addenda;

• saved-payment-method setup through a Stripe-hosted flow (card or ACH) and weekly, administratively reviewed billing;

• Shift posting, distribution, matching support, and confirmation;

• display of Facility-specific qualifications, instructions, and requirements to Professionals;

• collection, review, and status tracking of Professional credentials, and initiation of third-party background screening upon a Professional's authorization;

• in-platform messaging and Shift-related communications;

• server-timestamped clock-in and clock-out tools using a configurable geofence, meal-period tracking, electronic Timecards, corrections, and disputes;

• dual electronic signatures on Timecards (Professional attestation and Facility approval), with pay and bill rates frozen at approval;

• electronic records, disclosures, acknowledgments, and attestations;

• platform notifications and reminders; and

• safety, quality, fraud-prevention, and compliance support.

LuluCare may modify, improve, suspend, replace, or discontinue platform features, subject to applicable law and any obligations relating to an already-confirmed Shift.

1.3 Incorporated Platform Terms

This Agreement works together with, and incorporates by reference, LuluCare's Marketplace Terms of Service, Privacy Policy, Electronic Communications & E-Sign Consent, Community Standards & Acceptable Use Policy, Payment & Payout Policy, Timekeeping & Attendance Policy, Background Check & Credential Verification Policy, Credentialing Requirements Manual, any Facility Pricing Addendum, any Business Associate Agreement or data-processing addendum, and any Shift-specific terms presented through the platform (collectively, the "Platform Terms"). If a conflict exists, the following order controls unless a document expressly states otherwise: a signed Business Associate Agreement or data-processing addendum for protected information; a signed Facility Pricing Addendum for pricing and commercial terms; this Agreement; then the other Platform Terms.

1.4 No Volume Commitment

Nothing in this Agreement requires the Facility to post any minimum number of Shifts or guarantees that LuluCare will provide any minimum number of Professionals, hours, or coverage. LuluCare does not guarantee that any posted Shift will receive applications, be claimed, remain filled, or be completed.

ARTICLE 2 — FACILITY ACCOUNT, ONBOARDING, AND ACTIVE STATUS

2.1 Registration and Account Information

The Facility must provide complete and accurate legal, licensing, location, billing, tax, ownership, and contact information and must promptly update information that changes. LuluCare may verify the Facility's identity, authority, licensure, payment readiness, and other information reasonably related to eligibility, safety, fraud prevention, or legal compliance.

2.2 Onboarding and Active Status

The Facility's ability to post and fill Shifts is administratively gated. To reach and maintain "Active" status, the Facility must complete onboarding, which currently includes providing required account and legal information; accepting this Agreement and the applicable Platform Terms; accepting a Facility Pricing Addendum; and saving a valid payment method as described in Article 8. LuluCare, through administrative review, approves, denies, restricts, pauses, or withdraws Active status and platform eligibility based on incomplete, inaccurate, or unverifiable information; licensing or regulatory concerns; nonpayment or payment-readiness concerns; unsafe conditions; suspected fraud or misuse; complaints; failure to cooperate with an investigation; or other grounds permitted by this Agreement and applicable law. Registration does not by itself guarantee Active status or continued access.

2.3 Authorized Users

The Facility may permit employees or authorized agents to use its account. The Facility is responsible for designating appropriate access, keeping credentials secure, removing access when no longer appropriate, and all activity performed through its account. The Facility must not share individual login credentials or allow unauthorized access.

2.4 Authority

Each person who accepts this Agreement or a Pricing Addendum, posts a Shift, approves a Timecard, disputes a charge, changes payment information, or otherwise acts through the Facility's account represents that the person is authorized to bind the Facility for that action.

ARTICLE 3 — SHIFT POSTING, CONFIRMATION, AND CHANGES

3.1 Shift Information

The Facility must provide accurate and complete information for each Shift, including location, date, start and end time, role, required license or certification, unit or assignment, required experience, orientation requirements, dress standards, parking and entry instructions, applicable differentials, and any material working conditions or Facility-specific requirements.

3.2 Multiple Openings

The Facility may post multiple openings for the same Shift. Each confirmed Professional is a separate Assignment and may generate separate charges.

3.3 Confirmation

A Shift is not confirmed until the platform identifies a Professional as confirmed or LuluCare otherwise provides confirmation. The Facility may review applications and select Professionals where the platform permits, and LuluCare may also facilitate matching or offer distribution based on Facility settings. Where only a last remaining opening exists, it may be filled on a first-come basis until filled.

3.4 Changes

The Facility must not materially change a confirmed Shift without the Professional's consent and any required LuluCare approval. Material changes include location, role, license level, start time, end time, unit, required duties, or expected working conditions. Changes may result in additional charges, cancellation treatment, or a Professional's right to decline the modified Assignment without penalty.

3.5 No Off-Platform Circumvention

The Facility must not use the platform to identify or meet a Professional and then knowingly move the same or a substantially related assignment off platform to avoid LuluCare fees. Any direct-hire or conversion terms will be governed by the applicable Pricing Addendum or a written conversion agreement.

ARTICLE 4 — RELATIONSHIP OF THE PARTIES; NO EMPLOYMENT; NO JOINT EMPLOYER

4.1 Independent Parties

LuluCare and the Facility are independent contracting entities. This Agreement does not create a partnership, joint venture, franchise, fiduciary relationship, or agency authority between the Facility and LuluCare, and neither party may bind the other.

4.2 LuluCare Is a Technology Marketplace, Not the Employer or Care Provider

LuluCare operates a technology marketplace and payment-facilitation platform that connects Facilities with independent Healthcare Professionals. LuluCare is not the employer, joint employer, or staffing agency-employer of any Professional; is not the provider of clinical or healthcare services; does not direct, supervise, or control the practice of medicine or nursing; does not determine patient or resident care plans; and is not the recipient of the Professionals' clinical work. Professionals participate on the platform as 1099 independent contractors. The employment, staffing, or other relationship (if any) between a Professional and the Facility is a matter between the Professional and the Facility, determined by their conduct and applicable law.

4.3 Facility Engages and Directs the Professionals On-Site

The Facility, not LuluCare, controls its worksite and directs and supervises the clinical work performed there. The Facility determines what services are needed, when, and for which patients or residents; assigns duties within a Professional's lawful scope of practice; provides clinical direction and on-site supervision; and evaluates performance at the worksite. The Facility is responsible for its own operations, premises, and workplace, as described in Article 5.

[NOTE for counsel: Confirm joint-employer and worker-classification posture before go-live under applicable federal and state law (including the NLRB joint-employer standard, FLSA, and any state ABC/economic-realities tests), and calibrate the No Employment / No Joint Employer language to LuluCare's actual operating model and control facts. This Agreement's characterization does not by itself determine classification.]

ARTICLE 5 — FACILITY RESPONSIBILITIES AND WORKSITE CONTROL

5.1 Safe and Lawful Workplace

The Facility must provide a safe, lawful, and appropriately staffed work environment, including required equipment, supplies, personal protective equipment, security procedures, infection-control measures, and reasonable access to restrooms, drinking water, meal and rest periods, and emergency support. The Facility is solely responsible for premises safety and workplace safety at each location.

5.2 Orientation and Supervision

The Facility must provide timely orientation sufficient for the assigned unit and role, including emergency procedures, documentation systems, patient- and resident-safety requirements, reporting channels, and medication or treatment protocols where applicable. The Facility must provide legally required supervision and clinical oversight and must not place a temporary Professional in sole responsibility for a unit when prohibited by law or before required orientation has been completed.

5.3 Clinical Direction and Oversight

The Facility is solely responsible for assigning duties within a Professional's lawful scope of practice, determining patient and resident care needs, providing clinical direction and oversight, and maintaining required clinical records. The Facility must not request or permit a Professional to perform services outside the Professional's verified credentials, lawful scope, competency, or accepted Shift role.

5.4 Workplace Conduct

The Facility must maintain a workplace free from unlawful discrimination, harassment, retaliation, violence, and abusive conduct, must promptly address safety complaints, and must not retaliate against a Professional for reporting suspected abuse, neglect, unsafe conditions, regulatory violations, or legally protected concerns.

5.5 Incident Reporting

The Facility must promptly notify LuluCare of any material incident involving a Professional, including suspected patient or resident abuse or neglect, diversion, theft, workplace injury, violence, a significant clinical event, a credential concern, law-enforcement contact, or a regulatory inquiry that may affect safety or platform eligibility. Immediate threats must be reported to emergency services or appropriate authorities first.

5.6 Continuity of Care

The Facility remains responsible for patient and resident coverage, staffing ratios, emergency plans, and continuity of care regardless of a cancellation, no-show, platform outage, or inability to fill a Shift.

ARTICLE 6 — TIMEKEEPING AND TIMECARD APPROVAL

6.1 Platform Timekeeping

The Facility must require Professionals to use LuluCare's approved timekeeping process, which includes server-timestamped clock-in and clock-out (recorded using LuluCare's server time rather than a device clock), a configurable geofence that may be set per Facility, meal-period entries, electronic Timecards, attestations, and correction requests. The Facility must provide a reliable means to verify actual time worked when connectivity or platform access is unavailable.

6.2 Accurate Records

The Facility must not direct a Professional to underreport time, work off the clock, falsify meal periods, clock in or out for another person, or submit inaccurate records.

6.3 Timecard Review, Dual Signatures, and Deadline

At the end of an Assignment, the platform calculates worked hours from recorded Clock Events and meal periods and presents a Timecard. The Professional applies an electronic signature attesting to the Timecard, and an authorized Facility representative reviews and approves the Timecard by applying the Facility's electronic signature, so that a completed Timecard carries the electronic signatures of both parties. The Facility must review each submitted Timecard within the period stated in the applicable Pricing Addendum or the Payment & Payout Policy. If the Facility does not approve or dispute a Timecard within that period, LuluCare may treat it as approved based on available records, subject to correction for documented error or fraud.

6.4 Approval Freezes Rates and Is Authoritative for Billing

Upon the Facility's approval of a Timecard, the applicable Healthcare Professional pay rate and Facility bill rate are frozen onto the approved Timecard record, and the Approved Hours become "Ready for Billing." The Facility's Timecard approval (evidenced by its electronic signature) is authoritative for billing purposes and is the basis on which the Facility is charged. Later changes to standard rates do not alter an already-approved record except through the correction or dispute process.

6.5 Corrections and Disputes

A Timecard dispute must identify the specific entry challenged, the reason, and supporting documentation. The Facility must cooperate promptly with LuluCare and the Professional and may not withhold payment for undisputed hours while disputing another portion. LuluCare may make an administrative determination for marketplace billing purposes; such a determination is not a judicial, licensing, employment, or regulatory finding.

6.6 Minimums and Sent-Home-Early Charges

Any minimum-shift charge, reporting-time minimum, sent-home-early charge, or similar commitment will be stated in the Pricing Addendum or Shift terms. The Facility must not avoid such charges by delaying entry, orientation, assignment, or authorization to begin work after a Professional timely reports.

ARTICLE 7 — CANCELLATIONS, NO-SHOWS, AND REMOVAL

7.1 Facility Cancellation

The Facility may cancel a Shift through the platform or designated support channel. Cancellation charges, timing tiers, and minimum payments are governed by the Pricing Addendum or Cancellation Policy.

7.2 Professional Cancellation or No-Show

If a confirmed Professional cancels or fails to appear, LuluCare may attempt to find a replacement but does not guarantee replacement. The Facility will not be charged for unworked hours, except for amounts otherwise earned or charges arising from Facility conduct.

7.3 Removal from Assignment

The Facility may remove a Professional from the worksite for a legitimate safety, performance, conduct, credential, or operational reason. The Facility must document the basis promptly and must pay for all time worked and any applicable minimum. Removal may not be based on unlawful discrimination or retaliation, or undertaken to avoid payment.

7.4 Do-Not-Return Requests

The Facility may request that a Professional not return to a specific location. LuluCare may review the request, seek supporting information, and determine platform action, and is not required to disclose confidential investigative or personnel information.

ARTICLE 8 — FEES, BILLING, AND PAYMENT

8.1 Pricing Addendum

Rates, differentials, fees, minimums, cancellation charges, conversion fees, payment timing, and other commercial terms are stated in a separate, versioned Facility Pricing Addendum accepted by the Facility. Pricing may vary by Facility, location, role, Shift, timing, market conditions, and special requirements.

8.2 Payment Method; No Storage of Raw Numbers

The Facility must provide and maintain a valid authorized payment method (card or ACH-enabled bank account, or another method approved by LuluCare) through the Stripe-hosted flow before becoming billing-ready and to remain in Active status. By adding a payment method, the Facility represents that it is authorized to use that method and authorizes LuluCare and its Payment Processor (Stripe) to verify, tokenize, and charge or debit it for amounts due under this Agreement and the applicable Pricing Addendum. LuluCare does not store raw card or bank-account numbers; payment credentials are stored and tokenized by the Payment Processor, and LuluCare retains only limited safe display fields (such as card brand and last four digits) needed to identify the payment method. The Facility must promptly update an expired, closed, replaced, unauthorized, or otherwise unusable payment method.

8.3 Weekly Billing Cycle and Administrative Release

LuluCare generally bills the Facility weekly for Approved Hours and related charges, unless another cadence is stated in the applicable Pricing Addendum. A LuluCare administrator assembles weekly invoice batches from Approved Hours marked "Ready for Billing," reviews the assembled invoice, and releases it; charges are initiated only after the administrator releases the invoice. When a released invoice is processed, the Payment Processor charges the Facility's saved payment method. Hours are marked billed only after the Payment Processor confirms the charge has succeeded; a submitted or pending charge is not treated as billed until confirmed. No Facility charge occurs automatically.

8.4 Authorization to Charge or Debit

The Facility authorizes LuluCare and its Payment Processor to charge or debit the Facility's payment method for invoices and Approved Hours; premiums and agreed fees; corrections and adjustments; payment failures, returned-payment fees, and collection costs where permitted; chargeback or dispute amounts attributable to the Facility; and other amounts authorized by this Agreement or the Pricing Addendum. The Facility agrees that its electronic acceptance of this Agreement and the applicable Pricing Addendum may serve as authorization to initiate charges or debits when invoices are released.

8.5 Consequences of Failed Payment ("Payment Failed" Status)

A Facility payment may fail because of insufficient funds, account closure, card expiration, bank rejection, incorrect information, fraud controls, revocation, or other reasons. When a Facility's payment fails, the Facility may be placed in "Payment Failed" status, which blocks the Facility from posting new Shifts. Shifts already confirmed at the time of the failure continue and are not automatically cancelled; the Facility remains responsible for those Assignments and for the amounts due. LuluCare may also retry the payment method, request another payment method, apply agreed late or returned-payment fees, offset credits or other amounts owed to the Facility, refer the balance for collection or legal recovery, and take other action permitted by contract or law. A failed Facility payment does not eliminate a Professional's entitlement to amounts otherwise properly due; a Professional's earning is created when the Facility approves the Timecard and is not conditioned on collection of the corresponding Facility invoice.

8.6 Billing Disputes

The Facility must review invoices and promptly report a good-faith billing dispute through the platform or support channel within any period stated in the applicable agreement or the Payment & Payout Policy, identifying the invoice or Shift, the specific amount disputed, the factual basis, supporting records, and the amount (if any) agreed to be due. Failure to dispute timely may constitute acceptance, except for fraud or manifest error. The Facility must not withhold undisputed amounts while disputing another portion, and must not initiate a card chargeback, ACH return, or similar reversal for a valid charge before contacting LuluCare.

8.7 Late Payments and No Setoff

Past-due amounts may accrue late fees, interest, collection costs, or payment-processing costs, and may result in service restrictions, as stated in the Pricing Addendum and permitted by law. The Facility may not offset unrelated claims against amounts due for completed services; undisputed amounts remain payable when due.

ARTICLE 9 — TAXES

The Facility is responsible for all sales, use, excise, gross-receipts, local, or similar transaction taxes and assessments imposed on the Facility's purchase or use of services, excluding taxes based solely on LuluCare's net income, and for any taxes, assessments, and reporting obligations assigned to the Facility by law or contract. The parties will cooperate regarding valid exemption documentation. The Payment Processor (Stripe) collects tax information from Professionals and issues any applicable tax forms (such as Form 1099-NEC or 1099-K) directly to the Professionals; LuluCare does not prepare, issue, or store those tax forms. LuluCare does not provide tax advice.

ARTICLE 10 — INSURANCE

10.1 Facility Insurance

The Facility must maintain insurance appropriate for its operations and required by law, including commercial general liability, professional or medical (malpractice) liability covering its operations and the clinical services performed at its worksite, workers' compensation for its employees as required by law, and cyber or privacy coverage where appropriate, together with any coverage stated in the Pricing Addendum. Upon request, the Facility will provide evidence of coverage. Certificates of insurance do not amend policy terms or expand liability.

10.2 LuluCare Insurance

LuluCare maintains insurance appropriate to its business as a technology provider and any coverage expressly stated in a written agreement.

[NOTE for counsel: Confirm the insurance model before go-live — required coverage types, minimum limits, whether LuluCare must be named as additional insured on the Facility's general and professional liability policies, waiver-of-subrogation, primary/non-contributory language, and certificate-of-insurance and evidence requirements — and confirm how Professional professional-liability (malpractice) coverage is sourced (Professional-carried, Facility workforce coverage, and/or marketplace-procured) so this Article and the companion Healthcare Professional Agreement are consistent.]

ARTICLE 11 — CREDENTIALING AND BACKGROUND-CHECK RELIANCE AND DISCLAIMER

11.1 LuluCare's Administrative Role

LuluCare facilitates credential collection and review through an administrative workflow (with statuses such as Pending, Verified, and Rejected) and initiates third-party background screening through a consumer reporting agency (Checkr) upon a Professional's authorization, as described in the Background Check & Credential Verification Policy. This is an administrative marketplace function. It does not transfer to LuluCare, or relieve the Facility of, the Facility's independent legal responsibility to determine whether a Professional may lawfully and appropriately work at its location.

11.2 Facility Responsibility for Its Own Staffing Decisions

The Facility is responsible for its own staffing decisions and for any screening, verification, attestation, exclusion or sanction check, licensure confirmation, or other requirement specifically imposed on the Facility by applicable law, its license, an accreditor, a payor, a regulator, or its own policies, including any requirement that exceeds LuluCare's standard eligibility criteria. The Facility must clearly identify Facility-specific requirements and is responsible for ensuring they are lawful, job-related, consistently applied, and disclosed before confirmation whenever practicable.

11.3 No Guarantee or Warranty of Suitability

The Facility acknowledges that records may be inaccurate, incomplete, delayed, expired, fraudulently submitted, or changed after verification, and that screening does not identify every risk, misconduct event, competency issue, or change in status. LuluCare makes no guarantee, representation, or warranty of any kind regarding the suitability, competence, qualifications, honesty, or performance of any Professional. The Facility must promptly report discrepancies and remains solely responsible for evaluating each Professional's suitability for its worksite.

ARTICLE 12 — CONFIDENTIALITY, PRIVACY, AND PROTECTED HEALTH INFORMATION

12.1 Confidential Information

Each party may receive nonpublic business, operational, financial, technical, personnel, or security information from the other. The receiving party will use Confidential Information only to perform under this Agreement, protect it using reasonable safeguards, and disclose it only to persons with a need to know or as legally required. This obligation survives termination.

12.2 Protected Health Information; Facility Is the Covered Entity/Employer of Record

For purposes of the Health Insurance Portability and Accountability Act (HIPAA) and other health-privacy laws, the Facility is the covered entity (or the covered entity's business associate, as applicable) and the employer of record with respect to the protected health information ("PHI") created, received, maintained, or transmitted in the course of clinical care at the Facility. While on-site, Professionals act within the Facility's workforce and must protect PHI in accordance with HIPAA, applicable state privacy law, and the Facility's policies. LuluCare is a technology marketplace and is not a HIPAA business associate with respect to the clinical PHI created at the Facility; the platform is not designed to receive clinical PHI, and Professionals and the Facility must not submit PHI or patient-identifying clinical information through platform timekeeping, correction, dispute, or messaging fields. The parties will not use or disclose PHI except as permitted by law and any applicable Business Associate Agreement.

[NOTE for counsel: Confirm the HIPAA posture before go-live — whether LuluCare's data flows require a Business Associate Agreement for any function (e.g., if any PHI could foreseeably transit the platform), and align the covered-entity / workforce / no-business-associate characterization above with the actual data architecture and with the Privacy Policy.]

12.3 Security and Professional Information

The Facility will maintain reasonable administrative, technical, and physical safeguards for its systems, devices, credentials, networks, and platform access, and will promptly notify LuluCare of a suspected unauthorized access, credential compromise, or security incident involving the platform. The Facility may use Professional information only for staffing, onboarding, supervision, payment verification, compliance, and safety purposes related to Assignments, and must not sell it or use it for unrelated marketing without lawful authorization. Among other things, government-issued identification and health documents submitted by Professionals are accessible only to LuluCare administrators and are not disclosed to Facilities, which see verification status only.

ARTICLE 13 — REPRESENTATIONS AND WARRANTIES

13.1 Mutual Authority

Each party represents that it has authority to enter into this Agreement and that doing so does not violate another binding obligation.

13.2 Facility Representations

The Facility represents and warrants that it is properly licensed and authorized to operate each participating location and will maintain required approvals; will post only legitimate Shifts; will provide lawful, safe, and appropriately supervised working conditions and required orientation; will not request services outside a Professional's verified credentials or lawful scope; will approve Timecards accurately; and will pay all amounts due.

13.3 Disclaimer

Except for the express obligations in this Agreement, the platform and related services are provided "as is" and "as available." To the maximum extent permitted by law, LuluCare disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error-free availability, and any warranty that a Shift will be filled, that any Professional will be available or suitable, or that any Professional will meet a subjective expectation.

ARTICLE 14 — INDEMNIFICATION

14.1 Facility Indemnification of LuluCare

The Facility will defend, indemnify, and hold harmless LuluCare and its affiliates, members, managers, officers, directors, employees, contractors, and agents from and against any and all third-party claims, demands, actions, losses, liabilities, damages, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• the Facility's operations, premises, equipment, and worksite, and the conditions or safety thereof;

• the healthcare and other services performed at the Facility, and patient or resident care, treatment, outcomes, clinical direction, oversight, and supervision;

• the Facility's staffing decisions, its engagement, direction, supervision, or removal of Professionals, and its determination of a Professional's suitability;

• any wage, overtime, benefit, tax, employment, joint-employer, or worker-classification claim asserted by or on behalf of a Professional or a government body, to the extent arising from the Facility's engagement of or relationship with Professionals or the services performed at the Facility;

• the Facility's unlawful discrimination, harassment, or retaliation, or violation of law, licensure, accreditation, or payor requirements;

• the Facility's breach of this Agreement or the Platform Terms, its misuse of data or Professional information, or its breach of its confidentiality or PHI obligations; or

• the Facility's failure to pay amounts due;

except to the extent the claim is finally determined to have been caused by LuluCare's own gross negligence or willful misconduct.

14.2 LuluCare Indemnification

LuluCare will defend, indemnify, and hold harmless the Facility from and against third-party claims arising directly from LuluCare's gross negligence, willful misconduct, or violation of law in operating the platform, except to the extent caused by the Facility, a Professional, or another person outside LuluCare's control. Consistent with Article 4, LuluCare is not liable for, and this indemnity does not extend to, the acts or omissions of any Professional or the Facility, clinical or patient-care matters, or wage, employment, or worker-classification matters.

14.3 Procedure

The indemnified party will provide prompt notice, reasonable cooperation, and control of the defense to the indemnifying party, subject to the indemnified party's right to participate with its own counsel. No settlement may admit fault, impose a nonmonetary obligation, or fail to fully release the indemnified party without the indemnified party's consent.

ARTICLE 15 — DISCLAIMERS AND LIMITATION OF LIABILITY

15.1 Role of LuluCare

LuluCare is a technology marketplace and technology provider. LuluCare is not the employer or joint employer of any Professional, is not a staffing agency that employs the Professionals, is not the provider of clinical care, and does not direct the practice of medicine or nursing. LuluCare is not responsible or liable for the acts, omissions, working conditions, clinical direction, supervision, or operations of any Facility or Professional, nor for any wage, overtime, benefit, employment, worker-classification, clinical-care, or malpractice claim; those are matters between the Facility and the Professional. As an intermediary marketplace, LuluCare is not liable for the acts or omissions of either party in their dealings with one another.

15.2 Exclusion of Certain Damages

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, data, or business opportunity, arising out of or relating to this Agreement, even if advised of the possibility, except for amounts payable to a third party under an indemnity obligation, fraud, willful misconduct, a breach of confidentiality or data-security obligations, or liabilities that cannot lawfully be limited.

15.3 Limitation of Liability

Except for the excluded claims identified above, LuluCare's total aggregate liability arising out of or relating to this Agreement and the platform will not exceed the greater of (a) the total marketplace fees LuluCare retained in connection with the Facility's Assignments during the six (6) months preceding the event giving rise to the claim, or (b) $25,000. Nothing in this Section limits liability that cannot lawfully be limited or excluded, including non-waivable statutory protections.

[NOTE for counsel: Confirm the liability cap and its structure (fee-based multiple, fixed floor, and any carve-outs) against LuluCare's final insurance program and risk tolerance, and confirm consistency with the companion Healthcare Professional Agreement.]

ARTICLE 16 — TERM, SUSPENSION, AND TERMINATION

16.1 Term

This Agreement begins when the Facility electronically accepts it, signs it, or first uses the platform after receiving it, and continues until terminated.

16.2 Termination for Convenience

Either party may terminate this Agreement on thirty (30) days' written notice unless a Pricing Addendum states a different commitment period. Termination does not cancel already-confirmed Shifts unless separately cancelled under the applicable policy.

16.3 Immediate Suspension or Termination

LuluCare may immediately restrict, suspend, or terminate the Facility's access or Active status for nonpayment, fraud, unsafe conditions, serious complaints, regulatory risk, misuse, data-security concerns, repeated cancellations, circumvention, or material breach. The Facility may immediately stop posting new Shifts and may terminate for LuluCare's uncured material breach.

16.4 Effect of Termination; Survival

Termination does not affect accrued payment obligations, completed or confirmed Shifts, or any provision that by its nature should survive, including Article 4 (Relationship of the Parties), Article 9 (Taxes), Article 12 (Confidentiality, Privacy, and PHI), Article 14 (Indemnification), Article 15 (Disclaimers and Limitation of Liability), Article 17 (Dispute Resolution), and Article 18 (General Provisions), together with record-retention, confidentiality, and dispute rights.

ARTICLE 17 — DISPUTE RESOLUTION AND GOVERNING LAW

17.1 Good-Faith Resolution

Before commencing formal proceedings, the parties will attempt in good faith to resolve any dispute through business representatives with authority to settle, including by contacting LuluCare at support@trylulucare.com and allowing a reasonable period for informal resolution. Either party may seek urgent injunctive relief without completing this process.

17.2 Governing Law and Venue

This Agreement is governed by the laws of [to be designated by counsel], without regard to conflict-of-laws principles, except to the extent the Federal Arbitration Act governs any arbitration. Any venue for permitted court proceedings, and any arbitration seat, will be located in [to be designated by counsel], and each party consents to that venue.

[NOTE for counsel: designate governing law and venue]

17.3 Jury Trial Waiver

TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT.

[NOTE for counsel: Confirm the desired dispute model before go-live — court litigation versus binding arbitration (administrator, rules, seat, fee allocation, delegation, and any class/representative-action waiver) — and the enforceability of the jury-trial waiver in the designated jurisdiction, then conform this Article accordingly.]

ARTICLE 18 — GENERAL PROVISIONS

18.1 Electronic Transactions and Notices

The parties agree to conduct transactions electronically. Electronic signatures, checkbox acceptance, platform confirmations, and electronic records may evidence agreement and actions to the fullest extent permitted by law, consistent with the Electronic Communications & E-Sign Consent. Operational notices may be delivered through the platform, email, or another designated electronic channel; formal legal notices to LuluCare may be sent to support@trylulucare.com, and to the Facility at the contact designated in its account. Each party is responsible for maintaining accurate contact information.

18.2 Assignment

The Facility may not assign this Agreement without LuluCare's written consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets where the successor assumes all obligations and is not a competitor or material credit risk. LuluCare may assign this Agreement to an affiliate or successor.

18.3 Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, epidemics or pandemics, labor disruptions, utility or telecommunications failures, cyberattacks, Payment Processor or bank outages, governmental action, or platform-provider outages, except that force majeure does not excuse payment for services already performed.

18.4 Amendments

LuluCare may update the Platform Terms and this Agreement prospectively by posting an updated version with a new version identifier and providing reasonable notice; material changes become effective on the date stated in the notice, and where affirmative consent is legally required or a change is material, LuluCare may request the Facility's electronic re-acceptance before continued use of affected services. A signed Pricing Addendum may be amended only in the manner stated in that addendum or by mutual written agreement.

18.5 Severability and Waiver

If a provision is held invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will continue in full force. A waiver must be in a record and applies only to the specific instance.

18.6 Entire Agreement

This Agreement and the incorporated Platform Terms constitute the entire agreement regarding their subject matter and supersede prior discussions or agreements on that subject. Purchase orders, vendor portals, onboarding forms, or Facility terms do not modify this Agreement unless LuluCare expressly agrees in a record.

18.7 Counterparts

This Agreement may be executed in counterparts and electronically, each of which is deemed an original and which together constitute one agreement.

ACKNOWLEDGMENT AND ELECTRONIC ACCEPTANCE

BY CHECKING THE ACCEPTANCE BOX, CLICKING TO ACCEPT, COMPLETING ONBOARDING, SAVING A PAYMENT METHOD, POSTING OR FILLING A SHIFT, APPROVING A TIMECARD, OR OTHERWISE USING THE LULUCARE PLATFORM, THE FACILITY ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREED TO THIS FACILITY SERVICES AGREEMENT AND THE PLATFORM TERMS IT INCORPORATES BY REFERENCE, AND CONFIRMS THAT LULUCARE IS A TECHNOLOGY MARKETPLACE AND IS NOT THE EMPLOYER OF, OR THE PROVIDER OF CLINICAL CARE THROUGH, THE HEALTHCARE PROFESSIONALS.

The Facility agrees that this electronic acceptance is a valid and binding electronic signature under the E-Sign Consent and applicable law. LuluCare records each acceptance electronically, including the date and time (timestamp), the IP address, device information, the identity and account associated with the acceptance, and the version of the document accepted, and may rely on that record as evidence of the Facility's agreement.

The following block may be used where a countersigned record is preferred in addition to electronic acceptance.

Facility Legal Name: _______________________________________

Facility Location(s): _______________________________________

Authorized Representative: __________________________________

Title: _____________________________________________________

Email: _____________________________________________________

Signature: _________________________________________________

Date: ______________________________________________________

LULU STAFFING LLC d/b/a LULUCARE

By: ________________________________________________________

Name: ______________________________________________________

Title: _____________________________________________________

Signature: _________________________________________________

Date: ______________________________________________________

Lulu Staffing LLC d/b/a LuluCare support@trylulucare.com · https://lulucare.vercel.app