LuluCare Marketplace Terms of Service

1. Introduction

Welcome to LuluCare.

These Terms of Service ("Terms") govern your access to and use of the LuluCare website, mobile applications, software, technology platform, communications, and related services (collectively, the "Platform").

LuluCare is operated by Lulu Staffing LLC doing business as LuluCare ("LuluCare," "we," "our," or "us").

LuluCare operates a technology marketplace. LuluCare is not the employer of Healthcare Professionals and is not a traditional staffing agency that employs Healthcare Professionals. Healthcare Professionals participate as independent contractors (1099). LuluCare is not a party to, and is not liable for, the dealings between Healthcare Professionals and Facilities, including wages, employment claims, worker classification, or clinical or malpractice acts, which are solely between the Healthcare Professional and the Facility.

The Platform is designed to facilitate introductions and business relationships between licensed healthcare professionals seeking flexible work opportunities and healthcare facilities seeking qualified professionals.

The Platform is currently accessible at https://mylulucare.com.

These Terms constitute a legally binding agreement between you and LuluCare.

By creating an Account, accessing the Platform, or using any portion of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and all policies incorporated by reference.

If you do not agree to these Terms, you may not access or use the Platform.

2. Acceptance of These Terms

2.1 Binding Agreement

These Terms constitute a legally binding agreement between LuluCare and every person or entity that accesses or uses the Platform.

By accessing or using the Platform, you represent and warrant that you have the legal authority and capacity to enter into this agreement.

If you are accessing the Platform on behalf of an organization, employer, healthcare facility, or other legal entity, you represent that you have authority to bind that entity to these Terms.

2.2 Additional Agreements

Certain features of the Platform may require you to accept additional agreements, including but not limited to:

• Healthcare Professional Agreement
• Facility Services Agreement
• Privacy Policy
• Payment Policy
• Timekeeping Policy
• Community Standards
• Cancellation Policy
• Credential Verification Policy
• Background Check Authorization
• Electronic Communications Consent
• Facility Pricing Addendum
• other policies or agreements published by LuluCare from time to time.

In the event of a conflict between these Terms and a separately executed written agreement, the separately executed agreement shall control only with respect to the specific subject matter addressed therein.

2.3 Changes to these Terms

LuluCare may update these Terms and related policies from time to time. When LuluCare does, it will post the updated version with a new effective date and notify you — an in-app notice and an email linking to what changed.

Continuing to use LuluCare after an update takes effect means you accept it. It is your responsibility to review updates; if you do not agree, you can stop using LuluCare and close your account.

For a change LuluCare identifies as material, or where applicable law requires additional consent, LuluCare will ask you to accept the updated version before you continue.

2.4 Electronic Acceptance

You agree that clicking an acceptance button, checking a consent box, creating an Account, signing electronically, or otherwise using the Platform constitutes your electronic signature and has the same legal effect as a handwritten signature to the fullest extent permitted under the Electronic Signatures in Global and National Commerce Act ("ESIGN"), the Uniform Electronic Transactions Act ("UETA"), and other applicable laws.

3. Definitions

For purposes of these Terms:

"Account" means a registered user account created to access the Platform.

"Assignment" means a Shift that has been accepted by a Healthcare Professional and confirmed by a Facility through the Platform.

"Background Check" means any criminal history, sanction screening, exclusion screening, identity verification, employment verification, education verification, or other screening process required by LuluCare or a Facility.

"Clock Event" means any electronic record of attendance, including clock-in, clock-out, meal periods, breaks, attestations, or related timekeeping events recorded through the Platform.

"Credentials" means professional licenses, certifications, registrations, permits, education, training, vaccinations, health screenings, continuing education records, government-issued identification, and any other qualifications required by applicable law, LuluCare, or a Facility.

"Facility" means any hospital, skilled nursing facility, rehabilitation center, physician practice, surgery center, clinic, assisted living community, behavioral health facility, hospice provider, home health organization, or other healthcare organization using the Platform.

"Healthcare Professional" means an individual who creates an Account for the purpose of obtaining Assignments through the Platform, including but not limited to registered nurses, licensed vocational nurses, certified nursing assistants, therapists, technicians, or other licensed or credentialed healthcare workers approved by LuluCare.

"Marketplace" means the technology platform operated by LuluCare that facilitates introductions and transactions between Healthcare Professionals and Facilities.

"Professional Services" means healthcare or related services performed by a Healthcare Professional for a Facility.

"Shift" means an opportunity posted by a Facility seeking Professional Services.

"Timecard" means a record of hours worked submitted through the Platform for verification and payment processing.

"User" means any individual or entity accessing or using the Platform, including Healthcare Professionals, Facilities, administrators, and visitors.

4. About LuluCare

4.1 Marketplace Platform

LuluCare operates a technology-enabled marketplace that facilitates connections between Healthcare Professionals and Facilities seeking temporary or flexible staffing solutions.

LuluCare does not employ Healthcare Professionals by virtue of their use of the Platform, does not provide direct patient care, and does not supervise the clinical judgment exercised by Healthcare Professionals while performing Professional Services.

The Platform is intended to streamline the discovery, scheduling, verification, communication, timekeeping, payment facilitation, and administrative processes associated with temporary healthcare staffing.

4.2 LuluCare's Role

LuluCare acts solely as a marketplace technology provider and administrative facilitator. LuluCare is a technology marketplace, not the employer of Healthcare Professionals and not a traditional staffing agency that employs Healthcare Professionals.

Unless expressly stated in a separate written agreement, LuluCare does not:

• provide medical care;
• practice medicine or nursing;
• supervise patient care;
• control clinical decision-making;
• direct how Professional Services are performed;
• guarantee the availability of Shifts;
• guarantee the availability of Healthcare Professionals;
• guarantee patient outcomes;
• guarantee employment opportunities;
• guarantee earnings.

Healthcare Professionals remain solely responsible for exercising their own independent professional judgment.

Facilities remain solely responsible for supervising patient care, directing workplace operations, and ensuring compliance with applicable healthcare laws.

4.3 Independent Marketplace

LuluCare provides the Marketplace through which Users may identify, communicate with, and enter into Assignments with one another.

Except as expressly stated in these Terms or another written agreement, LuluCare is not a party to the Professional Services ultimately provided between a Healthcare Professional and a Facility.

4.4 No Employment Relationship

Nothing contained in these Terms shall be interpreted to create an employment relationship between LuluCare and any Healthcare Professional.

Healthcare Professionals acknowledge that, unless otherwise expressly agreed in writing, they participate in the Marketplace as independent businesses responsible for determining whether to accept Assignments.

Nothing in these Terms shall be interpreted as creating an employer-employee relationship, joint venture, partnership, franchise, agency, or fiduciary relationship between LuluCare and any User.

Because LuluCare is a technology marketplace and not the employer of Healthcare Professionals and not a traditional staffing agency, LuluCare is not liable for, and assumes no responsibility relating to, wages or compensation, employment claims, worker classification, benefits, or the clinical, professional, or malpractice acts or omissions of any Healthcare Professional or Facility. Those matters are solely between the Healthcare Professional and the Facility.

4.5 No Guarantee of Assignments

Healthcare Professionals acknowledge that LuluCare makes no representation or guarantee regarding:

• the number of available Shifts;
• frequency of Assignments;
• compensation levels;
• geographic availability;
• demand for particular Credentials;
• Facility participation.

Facilities acknowledge that LuluCare makes no guarantee that qualified Healthcare Professionals will be available for any posted Shift.

4.6 Third-Party Providers

The Platform may integrate with third-party products or services including, without limitation:

• payment processors;
• identity verification providers;
• background screening providers;
• credential verification services;
• mapping and geolocation providers;
• cloud hosting providers;
• communication providers;
• electronic signature providers;
• analytics services;
• tax reporting providers.

As of the effective date of this version, LuluCare's principal third-party providers include Stripe (payment processing, connected-account payouts, and collection and issuance of tax information and tax forms directly to Healthcare Professionals), Supabase (cloud database hosting and authentication), Resend (transactional email delivery), Twilio (SMS/text messaging, including one-time passcodes and operational notifications), and Checkr (a third-party consumer reporting agency that performs background screening). Upon a Healthcare Professional's authorization at the end of onboarding, LuluCare initiates background screening through Checkr.

Use of such third-party services may be governed by separate agreements between the User and the applicable provider.

LuluCare is not responsible for services provided directly by third parties.

5. Eligibility

5.1 Minimum Age

You must be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction if greater than eighteen (18), to create an Account or use the Platform.

By creating an Account, you represent and warrant that you satisfy this requirement.

5.2 Legal Capacity

You represent and warrant that you possess the legal authority and capacity to enter into binding contracts under applicable law.

If you are acting on behalf of a legal entity, you further represent that you have authority to bind that entity to these Terms.

5.3 Healthcare Professionals

To use the Platform as a Healthcare Professional, you must satisfy all eligibility requirements established by LuluCare, which may include:

• valid government-issued identification and identity verification;
• legally authorized right to work where applicable;
• a required professional license (for example, RN, LVN, or CNA);
• required certifications, including current CPR/BLS certification;
• tuberculosis (TB) test or chest X-ray documentation;
• authorization to conduct Background Checks (see Section 8.1);
• sanction screenings;
• exclusion screenings;
• additional health or vaccination documentation where required;
• emergency contact information;
• a verified United States mobile telephone number (confirmed by SMS one-time passcode);
• continuing education requirements where applicable;
• completion of onboarding;
• acceptance of the Electronic Communications (E-Sign) Consent, these Terms, and the Privacy Policy at signup, and acceptance of the Healthcare Professional Agreement;
• compliance with applicable Platform policies.

Eligibility to create an Account does not guarantee approval to participate in the Marketplace. Marketplace access is gated until onboarding is complete; a Healthcare Professional whose onboarding is incomplete will be directed to finish onboarding before accessing Shifts.

5.4 Facilities

Facilities must:

• be legally organized;
• possess all licenses required to operate;
• maintain all required regulatory approvals;
• possess authority to engage temporary healthcare professionals;
• maintain required insurance coverage;
• designate authorized administrators;
• complete Facility onboarding;
• accept the Facility Services Agreement;
• execute any required Pricing Addendum.

LuluCare reserves the right to request documentation demonstrating eligibility before activating a Facility Account.

5.5 Ongoing Eligibility

Eligibility requirements are continuing obligations.

Users shall immediately notify LuluCare if any information affecting eligibility changes, including:

• expiration of Credentials;
• suspension or revocation of licenses;
• disciplinary action;
• criminal charges where legally required to be disclosed;
• exclusion from government healthcare programs;
• changes in legal authority;
• changes in ownership;
• changes in regulatory status; or
• other material information affecting participation in the Marketplace.

Failure to maintain eligibility may result in suspension or termination of Platform access.

6. User Accounts

6.1 Account Registration

Access to certain Platform features requires the creation of an Account.

Users agree to provide complete, accurate, and current information during registration and to keep such information updated at all times.

LuluCare may reject, suspend, or terminate any registration that contains inaccurate, incomplete, misleading, or fraudulent information.

6.2 One Account Per User

Unless expressly authorized by LuluCare in writing, each User may maintain only one Account for each permitted role.

Users may not create duplicate Accounts for the purpose of circumventing Platform rules, investigations, suspensions, payment holds, or other Marketplace controls.

7. Marketplace Relationship

7.1 Marketplace Purpose

The Platform is designed to facilitate the introduction of qualified Healthcare Professionals and Facilities seeking temporary or flexible staffing solutions.

LuluCare provides the technology infrastructure through which Users may identify opportunities, communicate regarding Assignments, verify Credentials, record time worked, facilitate payments, and manage related administrative functions.

Except as expressly provided in these Terms or another written agreement, LuluCare is not a party to the Professional Services ultimately provided between Healthcare Professionals and Facilities.

7.2 Independent Decision-Making

Healthcare Professionals retain sole discretion regarding whether to:

• create an Account;
• maintain Marketplace participation;
• apply for a Shift;
• accept an Assignment;
• decline an Assignment;
• discontinue Marketplace participation, subject to applicable cancellation obligations.

Facilities retain sole discretion regarding whether to:

• post Shifts;
• review applicants;
• confirm Assignments;
• cancel available Shifts in accordance with Platform policies;
• establish lawful workplace requirements.

Nothing in these Terms guarantees that either party will enter into an Assignment.

7.3 No Agency

Nothing contained in these Terms creates an agency relationship between LuluCare and any User.

No User has authority to bind LuluCare to any contract, representation, warranty, or obligation unless expressly authorized in writing.

7.4 No Partnership or Joint Venture

Nothing in these Terms shall be construed as creating:

• a partnership;
• joint venture;
• franchise relationship;
• fiduciary relationship;
• employment relationship; or
• agency relationship

between LuluCare and any User or between Healthcare Professionals and Facilities.

Each User remains solely responsible for its own business operations, legal compliance, taxes, insurance, personnel decisions, and contractual obligations.

7.5 Professional Judgment

Healthcare Professionals are solely responsible for exercising independent clinical judgment while providing Professional Services.

Facilities remain solely responsible for:

• supervising patient care;
• establishing workplace policies;
• directing clinical operations;
• maintaining patient safety;
• complying with healthcare regulations; and
• supervising personnel working within their facilities.

LuluCare does not supervise or direct clinical decision-making.

7.6 Marketplace Communications

The Platform may provide communication tools intended solely to facilitate Assignments and Marketplace operations.

Users remain solely responsible for communications they transmit.

LuluCare may preserve communications transmitted through the Platform for customer support, fraud prevention, legal compliance, dispute resolution, Platform improvement, and other lawful purposes as described in the Privacy Policy.

7.7 Ratings and Feedback

LuluCare may provide features allowing Users to submit ratings, reviews, or feedback regarding Marketplace experiences.

Ratings and reviews are intended to improve Marketplace quality.

Users agree that submitted feedback:

• will be truthful;
• will not be misleading;
• will not contain defamatory content;
• will not violate another person's rights;
• will comply with Community Standards.

LuluCare reserves the right, but not the obligation, to remove feedback that violates these Terms or applicable law.

7.8 Marketplace Integrity

Maintaining trust within the Marketplace is fundamental to LuluCare's business.

Users agree not to manipulate Marketplace activity, including by:

• creating fraudulent Accounts;
• submitting false Applications;
• manipulating Shift availability;
• interfering with another User's opportunities;
• coordinating fraudulent payments;
• submitting false documentation;
• abusing promotional programs; or
• otherwise undermining Marketplace integrity.

LuluCare may investigate suspected Marketplace abuse and take appropriate action under these Terms.

8. Healthcare Professionals

8.1 Eligibility

Healthcare Professionals must satisfy all eligibility requirements established by LuluCare before becoming eligible to receive Assignments.

Eligibility may include successful completion of:

• identity verification;
• license verification;
• certification verification;
• authorization for Background Checks;
• sanction screenings;
• exclusion screenings;
• onboarding requirements;
• acceptance of all required agreements; and
• any additional verification reasonably required by LuluCare or applicable law.

Background screening is the final step of Healthcare Professional onboarding. Upon the Healthcare Professional's standalone authorization at the end of onboarding, LuluCare initiates background screening through a third-party consumer reporting agency (Checkr). The disclosure and authorization required by the Fair Credit Reporting Act are presented to the Healthcare Professional in a document that consists solely of that disclosure, separate from these Terms and from any other agreement, and the screening runs upon the Healthcare Professional's authorization of it. Any additional notices and rights required by the Fair Credit Reporting Act and other applicable law are provided to the Healthcare Professional as part of that process.

Approval to participate in the Marketplace may be revoked if eligibility requirements are no longer satisfied.

8.2 Professional Credentials

Healthcare Professionals represent and warrant that all Credentials submitted to LuluCare are:

• accurate;
• current;
• authentic;
• legally valid; and
• maintained throughout Marketplace participation.

Healthcare Professionals remain solely responsible for renewing and maintaining all required Credentials.

Failure to maintain required Credentials may result in immediate suspension of Marketplace access.

8.3 Independent Contractor Status

Unless expressly agreed otherwise in writing, Healthcare Professionals participate in the Marketplace as independent contractors or independent business operators.

Healthcare Professionals acknowledge that LuluCare does not:

• establish work schedules;
• guarantee Assignments;
• supervise Professional Services;
• control clinical judgment;
• provide employee benefits;
• withhold payroll taxes;
• provide unemployment insurance;
• provide workers' compensation benefits; or
• guarantee any minimum level of earnings.

Nothing in these Terms shall be interpreted as creating an employment relationship between LuluCare and any Healthcare Professional.

8.4 Acceptance of Assignments

Healthcare Professionals are under no obligation to accept any particular Shift unless they have already confirmed an Assignment through the Platform.

Once an Assignment has been accepted and confirmed, Healthcare Professionals are expected to fulfill their commitment in accordance with these Terms, the Healthcare Professional Agreement, applicable Platform policies, and professional standards.

8.5 Professional Standards

Healthcare Professionals agree to:

• maintain professionalism;
• provide services within the scope of their licensure;
• comply with applicable laws and regulations;
• comply with Facility policies communicated before or during the Assignment;
• accurately record hours worked;
• protect confidential information;
• maintain respectful interactions with patients, Facility personnel, and other Users.

Healthcare Professionals shall immediately report any material issue affecting their ability to safely perform Professional Services.

8.6 Insurance

Healthcare Professionals remain responsible for maintaining any insurance required by applicable law or by the Healthcare Professional Agreement.

Where professional liability insurance is required, Healthcare Professionals are responsible for ensuring such coverage remains active unless expressly provided otherwise through a separate written agreement.

8.7 Taxes

Healthcare Professionals remain solely responsible for:

• federal taxes;
• state taxes;
• local taxes;
• self-employment taxes;
• business licenses;
• estimated tax payments; and
• all other legal obligations arising from compensation received through the Marketplace.

LuluCare's payment processor (Stripe) collects tax information from Healthcare Professionals and issues any tax forms (including any Form 1099) directly to the Healthcare Professional. LuluCare does not prepare, issue, or store tax-form details or 1099s.

8.8 Continuing Obligations

Healthcare Professionals agree to promptly notify LuluCare regarding any material change affecting Marketplace eligibility, including:

• suspension of a professional license;
• disciplinary action;
• criminal convictions where legally required;
• exclusion from government healthcare programs;
• loss of required insurance;
• inability to safely perform Professional Services; or
• other material eligibility changes.

Failure to disclose such information may result in immediate suspension or termination.

9. Facilities

9.1 Facility Eligibility

Facilities using the Platform represent and warrant that they:

• are duly organized and legally authorized to conduct business;
• possess all licenses, certifications, permits, registrations, and governmental approvals required to operate;
• are authorized to engage temporary healthcare professionals;
• maintain all insurance required by applicable law;
• maintain a safe workplace consistent with applicable federal, state, and local laws;
• have authority to enter into these Terms and any Facility Services Agreement.

LuluCare may request documentation to verify eligibility at any time.

9.2 Authorized Representatives

Each Facility shall designate one or more authorized administrators to manage its Account.

Facilities are responsible for all actions taken by individuals accessing the Platform using Facility credentials.

Facilities shall promptly remove access for any individual who is no longer authorized to act on the Facility's behalf.

9.3 Shift Creation

Facilities may post Shifts through the Platform.

Each Shift posting must accurately identify, where applicable:

• Facility location;
• date;
• scheduled hours;
• professional classification required;
• required Credentials;
• expected duties;
• applicable pay rate;
• applicable shift differentials;
• orientation requirements;
• reporting instructions;
• dress code requirements;
• parking instructions;
• any Facility-specific policies reasonably necessary for the Assignment.

Facilities remain responsible for ensuring posted information remains accurate and current.

9.4 Facility Responsibilities

Facilities remain solely responsible for:

• supervising Professional Services;
• directing patient care;
• assigning work duties;
• maintaining a safe workplace;
• complying with staffing laws;
• complying with healthcare regulations;
• ensuring appropriate patient coverage;
• providing legally required breaks where applicable;
• maintaining required equipment;
• maintaining required licensure.

Nothing in these Terms transfers these responsibilities to LuluCare.

9.5 Verification of Credentials

Facilities acknowledge that LuluCare may verify certain Credentials as part of Marketplace onboarding.

However, Facilities remain responsible for independently determining whether a Healthcare Professional satisfies the Facility's own operational, regulatory, accreditation, contractual, or patient-care requirements.

Credential verification performed by LuluCare does not constitute a guarantee that a Healthcare Professional is appropriate for a particular Assignment.

When a Healthcare Professional is booked (confirmed) for a shift at a Facility, that Facility may view and download the credential and compliance documents the Healthcare Professional has provided to LuluCare — including professional licenses and certifications; health and compliance records (for example CPR/BLS, TB test, physical, and vaccination records); and government-issued identification (for example a driver's license or passport) — for that Facility's licensing, compliance, credentialing, and recordkeeping purposes. A Facility may access these documents only for Healthcare Professionals booked on one of that Facility's shifts; Facilities with which the Healthcare Professional has not booked a shift cannot access them. LuluCare records each time a Facility views or downloads these documents. These documents are not made public.

9.6 Orientation

Facilities remain responsible for providing any orientation reasonably necessary for a Healthcare Professional to safely perform an Assignment, including:

• facility-specific procedures;
• emergency protocols;
• charting systems;
• badge issuance;
• access credentials;
• infection control procedures;
• reporting instructions;
• equipment training where applicable.

9.7 Workplace Safety

Facilities shall maintain workplaces that comply with applicable occupational safety laws and healthcare regulations.

Facilities shall promptly notify LuluCare of any material safety incident involving a Healthcare Professional participating through the Marketplace.

9.8 Reporting Obligations

Facilities agree to promptly report:

• suspected fraud;
• patient safety concerns;
• workplace violence;
• harassment;
• discrimination;
• license concerns;
• criminal conduct;
• material policy violations;
• other significant incidents affecting Marketplace integrity.

9.9 No Exclusivity

Unless expressly agreed in writing, nothing in these Terms prevents a Facility from obtaining staffing services from other providers or marketplaces.

Likewise, LuluCare is under no obligation to provide staffing exclusively to any Facility.

10. Shift Marketplace

10.1 Shift Postings

Facilities may post temporary staffing opportunities ("Shifts") through the Platform.

Posting a Shift does not guarantee that a Healthcare Professional will apply for, accept, or complete the Assignment.

Likewise, submission of an Application does not guarantee selection by a Facility.

10.2 Applications

Healthcare Professionals may browse and apply for available Shifts using the Platform.

Facilities retain sole discretion regarding which applicants they select, subject to applicable law.

LuluCare does not guarantee selection for any Shift.

10.3 Assignment Confirmation

An Assignment is created only after:

1. a Healthcare Professional accepts the opportunity through the Platform (or another method authorized by LuluCare); and
2. the Facility confirms the Assignment.

Until both actions occur, no Assignment exists.

10.4 Assignment Changes

Facilities may request reasonable modifications to an Assignment before or during the scheduled Shift, including changes relating to:

• reporting instructions;
• work location;
• patient census;
• duties within the applicable scope of practice;
• scheduling adjustments;
• operational requirements.

Healthcare Professionals are not required to accept material modifications that substantially alter the originally accepted Assignment.

10.5 Cancellation of Assignments

Assignments may be cancelled by either party in accordance with the Cancellation Policy and any applicable Facility Services Agreement.

Cancellation fees, compensation obligations, or Marketplace consequences may apply as described in the applicable policies or agreements.

10.6 No-Shows

Healthcare Professionals who fail to report for a confirmed Assignment without appropriate notice may be deemed a "No-Show."

Facilities that repeatedly cancel confirmed Assignments without reasonable notice may likewise be subject to Marketplace review.

LuluCare may investigate repeated cancellations, abandonment of Assignments, or other conduct affecting Marketplace reliability.

10.7 Completion of Assignments

Following completion of an Assignment, Healthcare Professionals shall accurately submit required Timecards, Clock Events, attestations, and any additional documentation required for payment processing.

Facilities shall promptly review submitted Timecards in accordance with Article 11 and LuluCare's Timekeeping Policy.

10.8 Shift Communications

The Platform may include communication tools allowing Healthcare Professionals and Facilities to exchange Assignment-related information.

Users agree to use these tools solely for legitimate Marketplace purposes.

LuluCare may retain Platform communications for customer support, fraud prevention, dispute resolution, legal compliance, Marketplace improvement, and security purposes consistent with the Privacy Policy.

10.9 Marketplace Circumvention

The Platform invests substantial resources in connecting Healthcare Professionals and Facilities.

Accordingly, Users agree not to intentionally use the Platform to identify one another for the purpose of avoiding Marketplace fees, payment processing, contractual obligations, or other Platform requirements.

Nothing in this Section prohibits relationships or transactions expressly authorized by LuluCare or otherwise required by applicable law.

10.10 Marketplace Integrity

Users agree to act honestly and in good faith while participating in the Marketplace.

Users shall not manipulate Shift availability, submit fraudulent Applications, falsify Assignment information, interfere with another User's Marketplace participation, or otherwise engage in conduct reasonably likely to undermine confidence in the Marketplace.

11. Timekeeping

11.1 Purpose

LuluCare provides electronic timekeeping tools to facilitate the accurate recording, verification, approval, and processing of hours worked during Assignments.

The Platform's timekeeping functionality is intended to improve transparency, payment accuracy, fraud prevention, and administrative efficiency. It does not replace any legal obligations of Facilities or Healthcare Professionals under applicable labor, healthcare, or licensing laws.

11.2 Electronic Timekeeping

Healthcare Professionals shall record all required timekeeping events using the Platform unless LuluCare expressly authorizes an alternative method.

Required timekeeping records may include:

• clock-in;
• clock-out;
• meal period start;
• meal period end;
• break attestations;
• overtime acknowledgements;
• corrections;
• electronic signatures; and
• other attendance-related records required by LuluCare or the applicable Facility.

Failure to accurately record required information may delay payment processing or require additional verification.

11.3 GPS Verification

To promote Marketplace integrity and verify attendance, LuluCare may collect approximate device location information when Clock Events are recorded.

Location information may be used solely for legitimate business purposes including:

• verifying attendance;
• fraud prevention;
• dispute resolution;
• payment verification;
• Platform security;
• Marketplace analytics;
• legal compliance.

LuluCare does not represent that location services provide continuous tracking of Users.

Users remain responsible for ensuring location services are enabled where required for Platform functionality.

11.4 Accuracy of Time Records

Healthcare Professionals certify that all submitted Timecards and Clock Events accurately reflect the time actually worked.

Knowingly submitting false, misleading, or inaccurate time records constitutes fraud and may result in:

• payment reversal;
• suspension;
• termination;
• recovery of improperly paid amounts;
• referral to governmental authorities;
• civil or criminal remedies available under applicable law.

11.5 Facility Review

Facilities agree to review submitted Timecards within the review period established by LuluCare.

Facilities shall:

• approve accurate Timecards;
• reject inaccurate Timecards with an explanation;
• submit requested corrections promptly; and
• cooperate in resolving legitimate disputes.

Failure to review submitted Timecards within the applicable review period may result in automatic processing under LuluCare's operational procedures.

11.6 Timecard Corrections

Healthcare Professionals and Facilities may request corrections to submitted Timecards before final payment processing.

LuluCare may require supporting documentation before approving requested corrections.

Correction requests may include:

• schedule adjustments;
• missed Clock Events;
• meal period corrections;
• clerical errors;
• technical issues; or
• other reasonable adjustments.

11.7 Timekeeping Disputes

If a dispute arises regarding hours worked, LuluCare may review information including:

• submitted Timecards;
• Clock Events;
• GPS verification records;
• Platform communications;
• Assignment details;
• Facility records;
• written statements;
• photographs;
• supporting documentation;
• other reasonably available information.

LuluCare may make administrative determinations regarding payment processing based upon the information reasonably available.

Nothing contained in this Section limits the legal rights of any party.

11.8 Approved Hours

Hours become "Approved Hours" after completion of LuluCare's applicable verification process.

Approved Hours may be used for:

• Healthcare Professional payments;
• Facility billing;
• reporting;
• fraud prevention;
• Marketplace analytics;
• dispute resolution;
• legal compliance.

Approval for payment processing does not constitute a determination regarding legal liability between Users.

11.9 Record Retention

LuluCare may retain Timekeeping records for the period required by applicable law or LuluCare's internal record retention practices.

Retained records may include:

• Timecards;
• Clock Events;
• GPS records;
• approvals;
• corrections;
• communications;
• audit logs;
• electronic signatures; and
• related documentation.

11.10 Additional Timekeeping Policy

Additional operational procedures governing Timekeeping are contained in LuluCare's Timekeeping Policy, which is incorporated into these Terms by reference.

12. Payments to Healthcare Professionals

12.1 Payment Facilitation

LuluCare facilitates payments between Facilities and Healthcare Professionals using one or more third-party payment processors.

LuluCare is not a bank, payroll company, escrow agent, or money transmitter except to the extent required by applicable law.

Payment services may be provided by third-party providers whose terms also govern portions of the payment process. LuluCare currently uses Stripe for payment processing and connected-account payouts.

LuluCare's payment processor collects and stores sensitive payment, banking, and tax information directly. LuluCare does not store raw payment card numbers, bank account numbers, Social Security numbers, or tax identification numbers, and retains only limited, non-sensitive display information (such as the last four digits or account status).

12.2 Eligibility for Payment

Healthcare Professionals become eligible for payment only after all applicable payment conditions have been satisfied.

Such conditions may include:

• completion of the Assignment;
• submission of required Timekeeping records;
• Facility approval or alternative verification;
• resolution of material disputes;
• completion of fraud review;
• compliance with these Terms;
• compliance with applicable Platform policies.

Completion of a Shift alone does not automatically entitle a Healthcare Professional to immediate payment.

Payment to a Healthcare Professional for Approved Hours is determined by the Facility's approval of the applicable Timecard and is not contingent on LuluCare's collection of the corresponding Facility invoice.

12.3 Payment Accounts

Healthcare Professionals shall maintain a valid payout account through payment methods supported by LuluCare.

Healthcare Professionals are solely responsible for maintaining accurate banking and payment information.

LuluCare is not responsible for delays caused by inaccurate payment information supplied by the User.

12.4 Standard Payout Schedule

Unless otherwise stated by LuluCare, eligible payments shall be initiated according to LuluCare's standard payout schedule, which is currently weekly. Payouts are staged by the Platform and released following LuluCare's administrative review; payouts are not automatically transferred without such review. A payment is considered "paid" only once LuluCare's payment processor confirms settlement of the transfer.

Actual receipt of funds may vary due to:

• banking institutions;
• weekends;
• holidays;
• fraud reviews;
• payment processor delays;
• security procedures; or
• circumstances beyond LuluCare's reasonable control.

12.5 Instant Pay

LuluCare offers an optional expedited payout feature (sometimes referred to as "Instant Pay" or "Instant Cash Out") to eligible Healthcare Professionals. It is optional and not guaranteed, is subject to eligibility requirements and a disclosed per-transfer fee shown before confirmation, and may be paused or limited (including during a dispute, investigation, compliance review, or technical outage). The standard weekly payout remains free and automatic. Instant Pay is described in the Payment & Payout Policy.

If LuluCare offers such a feature in the future, eligibility may depend upon factors including:

• verified identity;
• account standing;
• payment history;
• Assignment verification;
• fraud screening;
• payment processor eligibility;
• other risk criteria established by LuluCare.

Any applicable fees would be disclosed before an expedited payout transaction is completed.

If offered, any such feature would remain an optional Platform feature and would not be guaranteed for every User or every Assignment.

12.6 Payment Holds

LuluCare may temporarily delay, withhold, or adjust payments where reasonably necessary to:

• investigate suspected fraud;
• verify hours worked;
• resolve disputes;
• comply with legal obligations;
• satisfy court orders;
• comply with payment processor requirements;
• investigate policy violations;
• protect Marketplace integrity.

LuluCare will make commercially reasonable efforts to resolve payment reviews promptly.

12.7 Payment Adjustments

LuluCare may correct:

• duplicate payments;
• clerical errors;
• calculation errors;
• technical processing errors;
• administrative mistakes.

Where permitted by law, LuluCare may offset future payments or request reimbursement of overpayments.

Healthcare Professionals agree to cooperate in resolving payment errors.

12.8 Taxes

Healthcare Professionals remain solely responsible for determining, reporting, and paying all applicable taxes arising from compensation received through the Platform.

LuluCare's payment processor (Stripe) collects tax information and issues any tax forms (including any Form 1099) directly to the Healthcare Professional. LuluCare does not prepare, issue, or store tax-form details or 1099s.

12.9 No Interest

Except where required by applicable law, no interest shall accrue on pending, delayed, disputed, or held payments.

12.10 Payment Policy

Additional payment procedures are contained in LuluCare's Payment Policy, which is incorporated into these Terms by reference.

13. Facility Billing & Payment Obligations

13.1 Billing

Facilities agree to pay all amounts due for Assignments completed through the Platform.

Amounts due may include, without limitation:

• Professional Service charges;
• Marketplace service fees;
• overtime premiums;
• shift differentials;
• holiday rates;
• rush rates;
• cancellation fees;
• late fees;
• taxes;
• processing fees where disclosed; and
• any additional amounts identified in the applicable Facility Pricing Addendum or other written agreement.

13.2 Payment Authorization

Facilities authorize LuluCare and its designated payment processors to charge any payment method maintained on the Facility Account for all properly due amounts.

Facilities remain responsible for maintaining valid payment methods at all times.

Facility charges are staged by the Platform and initiated following LuluCare's administrative review; charges are not automatically processed without such review.

Failure to maintain a valid payment method may result in suspension of Marketplace access.

13.3 Billing Based Upon Approved Hours

Unless otherwise agreed in writing, Facilities shall be billed based upon Approved Hours processed through LuluCare's Timekeeping system.

Billing calculations may incorporate:

• regular hours;
• overtime;
• applicable wage differentials;
• holiday premiums;
• rush pricing;
• Facility-specific pricing;
• minimum billing requirements; and
• other commercial terms established by written agreement.

13.4 Billing Statements

LuluCare may provide electronic invoices, receipts, transaction histories, billing summaries, or other payment records through the Platform or by electronic communication.

Facilities agree that electronic delivery satisfies any requirement that billing records be provided in writing.

13.5 Billing Disputes

Facilities shall notify LuluCare of any disputed charge within the dispute period established in the applicable Facility Services Agreement or Pricing Addendum.

Billing disputes should include sufficient information to permit investigation.

Failure to timely dispute a charge may constitute acceptance of the billed amount to the fullest extent permitted by applicable law.

13.6 Failed Payments

If a payment attempt fails, LuluCare may, in its sole discretion:

• retry payment;
• request updated payment information;
• temporarily suspend Platform access;
• delay future Assignments;
• assess applicable late fees where permitted by law or contract;
• pursue lawful collection activities;
• take other actions reasonably necessary to protect the Marketplace.

13.7 Chargebacks

Facilities agree not to initiate chargebacks for valid charges without first providing LuluCare a reasonable opportunity to investigate the dispute.

Improper chargebacks may result in:

• suspension;
• termination;
• recovery of associated costs;
• additional verification requirements; or
• other Marketplace restrictions.

13.8 Collection Rights

Where permitted by law, LuluCare may pursue collection of unpaid amounts through:

• internal collection efforts;
• third-party collection agencies;
• legal proceedings;
• arbitration;
• offset against future amounts due; or
• other lawful remedies.

Facilities remain responsible for all properly owed amounts.

13.9 Pricing Changes

Marketplace pricing may change from time to time.

Except where governed by a separately executed Pricing Addendum or applicable law, LuluCare may modify Marketplace pricing upon reasonable notice.

Changes shall not affect completed Assignments unless otherwise agreed in writing.

13.10 Facility Pricing Addendum

Facility-specific commercial terms may be governed by a separately executed Facility Pricing Addendum.

Where a Pricing Addendum conflicts with these Terms solely regarding commercial pricing, the Pricing Addendum shall control.

14. Communications

14.1 Electronic Communications

By creating an Account or using the Platform, Users consent to receive communications electronically.

Communications may be delivered through:

• email;
• SMS;
• telephone;
• push notifications;
• in-app notifications;
• Platform messaging;
• other electronic methods permitted by law.

Electronic communications may include:

• Assignment updates;
• payment notifications;
• billing notices;
• credential reminders;
• security alerts;
• customer support communications;
• legal notices;
• updates to these Terms;
• policy changes;
• operational announcements.

Electronic communications satisfy any legal requirement that communications be in writing to the fullest extent permitted by law.

14.2 Platform Messaging

The Platform may include messaging tools to facilitate communications relating to Assignments.

Users agree that Platform messaging shall be used solely for legitimate Marketplace purposes.

Users shall not use Platform messaging to:

• harass another User;
• threaten violence;
• discriminate unlawfully;
• transmit unlawful content;
• distribute spam;
• impersonate another person;
• transmit malicious software;
• solicit unlawful conduct;
• violate Community Standards.

14.3 Monitoring

To operate, secure, improve, and support the Marketplace, LuluCare may monitor, preserve, review, or disclose Platform communications as permitted by applicable law and the Privacy Policy.

Nothing in this Section requires LuluCare to actively monitor every communication.

14.4 Communications Outside the Platform

LuluCare is not responsible for communications occurring outside the Platform, including communications through:

• personal email;
• personal telephones;
• text messaging;
• social media;
• third-party messaging applications; or
• other external communication methods.

14.5 Accurate Contact Information

Users remain responsible for maintaining accurate contact information.

LuluCare may rely upon the most recent contact information associated with a User's Account.

Failure to receive communications because contact information is outdated does not invalidate otherwise effective notices.

14.6 Emergency Communications

The Platform is not intended for emergency communications.

Users shall contact appropriate emergency services whenever immediate medical, patient, workplace, or public safety assistance is required.

The Platform should never be relied upon as an emergency notification system.

15. Privacy & Data

15.1 Privacy Policy

Use of the Platform is governed by LuluCare's Privacy Policy, which is incorporated into these Terms by reference.

The Privacy Policy explains how LuluCare collects, stores, uses, processes, shares, and protects personal information.

15.2 Information Collected

Depending upon Marketplace participation, LuluCare may collect:

• registration information;
• identity verification information;
• government-issued identification;
• licensing information;
• certification records;
• health-screening documentation (such as TB test or chest X-ray results) where required;
• employment information;
• emergency contact information;
• a verified mobile telephone number;
• payment information;
• tax documentation;
• communications;
• Timecards;
• Clock Events;
• device identifiers;
• IP addresses;
• location information associated with Clock Events;
• electronic acceptance audit records (including timestamp, IP address, device/browser, and document version);
• usage analytics;
• customer support communications;
• other information described in the Privacy Policy.

When a Healthcare Professional is booked (confirmed) for a shift at a Facility, that Facility may view and download the credential and compliance documents the Healthcare Professional has provided to LuluCare — including professional licenses and certifications; health and compliance records (for example CPR/BLS, TB test, physical, and vaccination records); and government-issued identification (for example a driver's license or passport) — for that Facility's licensing, compliance, credentialing, and recordkeeping purposes. A Facility may access these documents only for Healthcare Professionals booked on one of that Facility's shifts; Facilities with which the Healthcare Professional has not booked a shift cannot access them. LuluCare records each time a Facility views or downloads these documents. These documents are not made public. Sensitive payment, banking, and tax information is handled by LuluCare's payment processor, and LuluCare does not store raw card numbers, bank account numbers, or taxpayer identification numbers.

15.3 No Patient Information or PHI

The Platform is not designed or authorized to receive, store, or transmit patient medical records, protected health information ("PHI"), or other patient-identifying clinical information.

Users must not include patient-identifying or clinical information in Shift postings, Platform messages, Timecards, support requests, dispute submissions, photographs, file uploads, or any other Platform field.

Facilities and Healthcare Professionals remain solely responsible for complying with applicable patient privacy laws and must use their own authorized clinical systems for patient information. LuluCare may remove, restrict access to, or securely delete information submitted in violation of this Section.

15.4 Data Security

LuluCare implements commercially reasonable administrative, technical, and organizational safeguards designed to protect Platform information.

However, no information security program is infallible.

Accordingly, LuluCare cannot guarantee that unauthorized access, cyberattacks, security breaches, or other incidents will never occur.

15.5 User Responsibilities

Users remain responsible for protecting:

• passwords;
• authentication devices;
• login credentials;
• payment accounts;
• devices used to access the Platform.

Users shall immediately notify LuluCare of suspected unauthorized access.

15.6 Data Retention

LuluCare may retain Platform information for as long as reasonably necessary to:

• operate the Marketplace;
• provide customer support;
• comply with legal obligations;
• investigate fraud;
• resolve disputes;
• enforce these Terms;
• maintain legally required business records.

15.7 Deletion Requests

Where required by applicable law, Users may request deletion of certain personal information.

LuluCare may retain information where necessary to:

• comply with legal obligations;
• complete transactions;
• investigate fraud;
• resolve disputes;
• enforce contractual obligations;
• maintain backup systems;
• satisfy regulatory record retention requirements.

16. Intellectual Property

16.1 Ownership of the Platform

The Platform, including all software, source code, object code, databases, interfaces, workflows, designs, graphics, icons, logos, trademarks, service marks, trade dress, documentation, text, photographs, videos, audio, compilations, reports, analytics, and all other content made available by LuluCare (collectively, the "LuluCare Content"), is owned by LuluCare or its licensors and is protected by United States and international intellectual property laws.

Except for the limited license expressly granted in these Terms, no ownership rights are transferred to any User.

16.2 Limited License

Subject to compliance with these Terms, LuluCare grants each User a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for its intended purpose.

This license automatically terminates upon suspension or termination of the User's Account.

16.3 Restrictions

Except as expressly permitted by applicable law or these Terms, Users shall not:

• copy the Platform;
• reproduce Platform content;
• modify Platform software;
• reverse engineer the Platform;
• decompile or disassemble any software;
• create derivative works;
• scrape Platform data;
• use automated bots without authorization;
• bypass security features;
• interfere with Platform operations;
• use the Platform to develop competing products;
• sell, sublicense, or commercially exploit Platform software;
• remove proprietary notices or trademarks.

16.4 User Content

Users retain ownership of information, documents, photographs, messages, Credentials, licenses, certifications, profile information, communications, and other content they upload to the Platform ("User Content").

By submitting User Content, Users grant LuluCare a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to:

• host;

• store;

• reproduce;

• process;

• display;

• transmit;

• analyze;

• modify solely for formatting or technical compatibility;

• distribute internally;

• otherwise use User Content as reasonably necessary to:

  • operate the Platform;
  • facilitate Assignments;
  • verify Credentials;
  • process payments;
  • investigate fraud;
  • comply with legal obligations;
  • resolve disputes;
  • improve Marketplace functionality;
  • provide customer support.

This license survives for so long as reasonably necessary to satisfy the purposes described above.

16.5 Feedback

If a User voluntarily submits ideas, recommendations, suggestions, improvements, feature requests, or other feedback regarding the Platform ("Feedback"), LuluCare may use such Feedback without restriction and without compensation.

Users acknowledge that LuluCare is under no obligation to implement Feedback.

16.6 Trademark Use

Users may not use LuluCare's name, trademarks, service marks, logos, branding, domain names, or other proprietary identifiers without LuluCare's prior written consent.

Nothing contained in these Terms grants any license to LuluCare's trademarks.

16.7 Copyright Complaints

LuluCare respects intellectual property rights.

If any person believes copyrighted material has been improperly used through the Platform, LuluCare may establish procedures for receiving and responding to copyright infringement notices consistent with applicable law.

17. User Conduct

17.1 General Standard

Users agree to conduct themselves honestly, professionally, respectfully, and in compliance with these Terms, applicable law, Community Standards, and all Platform policies.

17.2 Lawful Use

Users shall use the Platform only for lawful purposes.

Users may not use the Platform in any manner that violates:

• federal law;
• state law;
• local law;
• licensing regulations;
• healthcare regulations;
• employment laws;
• anti-discrimination laws;
• privacy laws;
• payment regulations;
• sanctions laws; or
• other applicable legal requirements.

17.3 Professional Conduct

Healthcare Professionals and Facilities shall conduct themselves professionally throughout all Marketplace interactions.

Professional conduct includes:

• honesty;
• respectful communication;
• cooperation;
• punctuality;
• accurate documentation;
• compliance with professional standards;
• maintaining patient dignity and safety.

17.4 Prohibited Conduct

Users shall not:

• provide false information;
• impersonate another individual;
• create multiple Accounts to evade restrictions;
• falsify Credentials;
• submit fraudulent Timecards;
• manipulate GPS verification;
• falsify payments;
• submit false billing information;
• interfere with Platform operations;
• upload malware;
• harvest Marketplace data;
• abuse customer support;
• threaten violence;
• harass another User;
• discriminate unlawfully;
• retaliate against another User;
• violate patient confidentiality;
• interfere with Assignments;
• manipulate Marketplace rankings;
• circumvent Marketplace safeguards.

17.5 Fraud

Fraud includes, but is not limited to:

• identity fraud;
• payment fraud;
• Timecard fraud;
• credential fraud;
• insurance fraud;
• collusion;
• fake Assignments;
• false Facility registrations;
• duplicate Accounts;
• manipulation of Marketplace incentives;
• misuse of promotional credits.

Fraud may result in immediate suspension, termination, payment reversal, referral to law enforcement, and pursuit of any remedies available under law.

17.6 Marketplace Circumvention

Users agree not to use the Platform for the purpose of avoiding LuluCare's Marketplace.

Prohibited conduct includes intentionally using the Platform to identify another User and then completing transactions outside the Marketplace in order to avoid:

• Marketplace fees;
• payment processing;
• contractual obligations;
• Platform safeguards;
• compliance requirements.

Nothing in this Section limits any rights expressly granted in a written agreement with LuluCare.

17.7 Confidential Information

Users shall protect confidential information obtained through the Marketplace.

Confidential information includes, without limitation:

• business information;
• pricing information;
• Facility operations;
• User information;
• confidential information encountered at a Facility;
• proprietary processes;
• internal communications;
• non-public Marketplace information.

This obligation survives termination.

17.8 Community Standards

Users agree to comply with LuluCare's Community Standards.

Violations may result in warnings, Marketplace restrictions, suspension, termination, or other enforcement actions.

18. Investigations & Enforcement

18.1 Investigations

LuluCare may investigate suspected violations of:

• these Terms;
• Community Standards;
• Platform policies;
• applicable law;
• licensing requirements;
• payment obligations; or
• Marketplace integrity.

Investigations may be initiated based upon:

• User complaints;
• fraud detection systems;
• payment disputes;
• safety reports;
• credential concerns;
• regulatory inquiries;
• unusual Platform activity; or
• other reasonably available information.

18.2 Cooperation

Users agree to cooperate with reasonable Marketplace investigations.

LuluCare may request:

• written statements;
• identification;
• Credentials;
• payment documentation;
• communications;
• photographs;
• Facility records;
• insurance information;
• other relevant information.

Failure to cooperate may result in suspension or termination.

18.3 Temporary Restrictions

While an investigation is pending, LuluCare may temporarily:

• suspend Accounts;
• delay payments;
• restrict Platform functionality;
• pause Assignments;
• require additional verification;
• remove Marketplace privileges.

Such actions do not constitute a determination that wrongdoing occurred.

18.4 Enforcement

Following an investigation, LuluCare may:

• issue warnings;
• require corrective action;
• remove content;
• reverse Marketplace transactions;
• suspend Accounts;
• terminate Accounts;
• permanently prohibit future Marketplace participation;
• pursue legal remedies.

LuluCare retains discretion to determine the appropriate Marketplace response consistent with these Terms and applicable law.

18.5 Government Cooperation

Where LuluCare reasonably believes disclosure is appropriate or legally required, LuluCare may cooperate with:

• courts;
• law enforcement;
• licensing boards;
• regulatory agencies;
• payment processors;
• insurance carriers;
• governmental authorities.

Such cooperation may include providing information as permitted or required by applicable law.

19. Suspension & Termination

19.1 Right to Suspend

LuluCare may suspend, restrict, or limit a User's access to the Platform immediately, with or without prior notice, whenever LuluCare reasonably believes such action is necessary to:

• protect patient safety;
• protect Marketplace integrity;
• investigate suspected misconduct;
• comply with applicable law;
• comply with a governmental request;
• comply with payment processor requirements;
• protect other Users;
• protect LuluCare's business operations;
• prevent fraud or security incidents.

Suspension may be temporary or permanent.

19.2 Grounds for Suspension or Termination

Without limiting any other rights available under these Terms or applicable law, LuluCare may suspend or terminate an Account for reasons including:

• violation of these Terms;
• violation of Community Standards;
• submission of false information;
• fraudulent activity;
• payment fraud;
• Timekeeping fraud;
• credential fraud;
• repeated cancellations;
• repeated No-Shows;
• abusive conduct;
• harassment;
• discrimination;
• criminal activity affecting Marketplace safety;
• loss of required licensure;
• failure to maintain required insurance;
• failure to cooperate with investigations;
• repeated payment failures;
• misuse of the Platform;
• attempts to circumvent the Marketplace;
• conduct reasonably believed to threaten patient safety or Marketplace integrity.

19.3 User-Initiated Termination

Users may close their Accounts at any time through the Platform or by contacting LuluCare.

Account closure does not eliminate obligations arising before termination, including obligations relating to:

• completed Assignments;
• outstanding payments;
• pending billing;
• disputes;
• investigations;
• indemnification;
• confidentiality;
• intellectual property;
• record retention.

19.4 Effect of Termination

Upon suspension or termination:

• Platform access may immediately cease;
• pending Assignments may be cancelled or reassigned;
• payments may be delayed pending investigation where permitted by law;
• Marketplace privileges terminate;
• licenses granted under these Terms automatically terminate;
• LuluCare may retain information as permitted by law.

Termination does not affect accrued rights or obligations existing before termination.

19.5 Survival

The following provisions survive suspension or termination to the extent applicable:

• payment obligations;
• confidentiality;
• intellectual property;
• indemnification;
• limitations of liability;
• disclaimers;
• dispute resolution;
• arbitration;
• governing law;
• record retention;
• audit rights;
• tax obligations;
• any provision that by its nature should survive termination.

20. Disclaimers

20.1 Platform Provided "As Is"

THE PLATFORM IS PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS TO THE MAXIMUM EXTENT PERMITTED BY LAW.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LULUCARE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

20.2 No Warranty of Availability

LuluCare does not warrant that the Platform will:

• operate continuously;
• remain uninterrupted;
• remain error-free;
• be free from defects;
• be compatible with every device;
• be free from viruses;
• always be available.

Scheduled maintenance, upgrades, outages, security incidents, internet failures, and third-party service interruptions may affect Platform availability.

20.3 No Guarantee of Assignments

LuluCare does not guarantee:

• that Facilities will post Shifts;
• that Healthcare Professionals will receive Assignments;
• any minimum earnings;
• any particular number of hours;
• continued Marketplace participation;
• future business opportunities.

20.4 No Employment Guarantee

Nothing contained in these Terms guarantees employment, continued work, future Assignments, employee benefits, or any employment relationship.

Healthcare Professionals acknowledge that Marketplace participation does not create employment with LuluCare.

20.5 No Warranty Regarding Users

Although LuluCare may verify certain information, LuluCare does not guarantee:

• the honesty of Users;
• professional competence;
• work quality;
• patient outcomes;
• financial responsibility;
• continued licensure;
• workplace conditions;
• Facility operations.

Users remain responsible for exercising their own independent judgment.

20.6 Third-Party Services

The Platform may utilize third-party providers for services including:

• payment processing;
• identity verification;
• background checks;
• communications;
• hosting;
• mapping;
• analytics;
• document storage.

LuluCare does not warrant the services of third-party providers.

20.7 Medical Disclaimer

LuluCare does not provide medical care, nursing care, clinical supervision, healthcare advice, or professional medical judgment.

Clinical decisions remain solely the responsibility of licensed Healthcare Professionals and Facilities.

21. Limitation of Liability

21.1 Maximum Extent Permitted by Law

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LULUCARE AND ITS AFFILIATES, OWNERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

21.2 Examples of Excluded Damages

Excluded damages include, without limitation:

• lost profits;
• lost income;
• lost business opportunities;
• lost goodwill;
• loss of data;
• business interruption;
• reputational harm;
• emotional distress;
• punitive damages;
• exemplary damages;
• indirect financial losses.

This exclusion applies regardless of the legal theory asserted.

21.3 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LULUCARE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM, THESE TERMS, OR MARKETPLACE PARTICIPATION SHALL NOT EXCEED THE GREATER OF:

(a) ONE HUNDRED U.S. DOLLARS (US $100); OR

(b) THE TOTAL PLATFORM SERVICE FEES PAID DIRECTLY TO LULUCARE BY THE CLAIMANT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

This limitation applies regardless of the number of claims asserted.

21.4 Essential Basis

The parties acknowledge that the pricing and availability of the Platform are based upon the disclaimers and limitations contained in these Terms.

These provisions constitute an essential basis of the agreement between the parties.

21.5 Jurisdictional Limitations

Some jurisdictions do not permit certain warranty disclaimers or limitations of liability.

Where prohibited by applicable law, portions of this Article shall apply only to the maximum extent legally permitted.

21.6 No Liability for Dealings Between Users

LuluCare is a technology marketplace and an intermediary only. LuluCare is not the employer of Healthcare Professionals, is not a traditional staffing agency that employs Healthcare Professionals, and is not a party to the Professional Services provided between a Healthcare Professional and a Facility.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LULUCARE IS NOT LIABLE FOR THE ACTS, OMISSIONS, DEALINGS, OR DISPUTES BETWEEN HEALTHCARE PROFESSIONALS AND FACILITIES, INCLUDING WITHOUT LIMITATION:

• wages, compensation, overtime, or benefits;
• employment, joint-employment, or worker-classification claims;
• workers' compensation, unemployment, or payroll-tax matters;
• clinical, professional, negligence, or malpractice acts or omissions;
• patient care and patient outcomes;
• workplace conditions, supervision, and safety at a Facility;
• the quality, timeliness, or performance of Professional Services.

Responsibility for these matters lies solely with the Healthcare Professional and the Facility.

22. Indemnification

22.1 User Indemnification

To the fullest extent permitted by law, each User agrees to defend, indemnify, and hold harmless LuluCare and its affiliates, members, managers, officers, directors, employees, contractors, successors, assigns, and agents from and against any claims, demands, actions, liabilities, damages, judgments, settlements, penalties, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• the User's use of the Platform;
• violation of these Terms;
• violation of applicable law;
• negligent acts or omissions;
• willful misconduct;
• Professional Services provided by the User;
• Facility operations;
• patient care;
• bodily injury;
• property damage;
• infringement of intellectual property rights;
• fraud;
• breach of representations or warranties;
• disputes between Users.

22.2 Facility Indemnification

Without limiting Section 22.1, and in addition to the indemnification obligations set forth in the separate Facility Services Agreement, each Facility agrees to defend, indemnify, and hold harmless LuluCare and the parties identified in Section 22.1 from and against any claims, demands, actions, liabilities, damages, judgments, settlements, penalties, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to facility-side matters, including without limitation the Facility's operations, supervision and direction of Professional Services, patient care, workplace conditions and safety, wage-and-hour and worker-classification claims, and the Facility's engagement of any Healthcare Professional. The indemnification set forth in the Facility Services Agreement governs facility-side claims.

22.3 Healthcare Professional Indemnification

Without limiting Section 22.1, each Healthcare Professional agrees to defend, indemnify, and hold harmless LuluCare and the parties identified in Section 22.1 from and against any claims, demands, actions, liabilities, damages, judgments, settlements, penalties, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Healthcare Professional's own acts or omissions, including without limitation the Professional Services performed, the exercise of clinical or professional judgment, any negligence or malpractice, licensure or credentialing matters, and the Healthcare Professional's tax and independent-contractor obligations.

22.4 Defense

LuluCare reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification.

Users agree to reasonably cooperate with LuluCare in the defense of such matters.

22.5 Survival

The indemnification obligations contained in this Article survive termination of these Terms.

23. Dispute Resolution

23.1 Good Faith Resolution

Before initiating arbitration or litigation permitted under these Terms, the parties agree to first attempt in good faith to resolve any dispute informally.

A party asserting a dispute shall provide written notice describing:

• the nature of the dispute;
• the factual basis for the claim;
• the requested resolution; and
• sufficient information to permit investigation.

The parties shall use commercially reasonable efforts to resolve the dispute before initiating formal proceedings.

23.2 Agreement to Arbitrate

Except where prohibited by applicable law or expressly excluded below, any dispute, claim, or controversy arising out of or relating to:

• these Terms;
• the Platform;
• Marketplace participation;
• Assignments;
• payments;
• communications;
• Account suspension or termination;
• Privacy;
• intellectual property;
• contractual obligations; or
• any relationship between the parties

shall be resolved exclusively by binding arbitration on an individual basis.

23.3 Arbitration Administrator

Unless otherwise required by law, arbitration shall be administered by the American Arbitration Association ("AAA") under its applicable Commercial Arbitration Rules or Consumer Arbitration Rules, as appropriate.

If AAA is unavailable, the parties shall mutually select another nationally recognized arbitration provider.

23.4 Arbitration Location

Unless otherwise required by applicable law or mutually agreed, arbitration shall occur in San Diego County, California.

Proceedings may occur remotely where permitted by the arbitration administrator.

23.5 Arbitrator Authority

The arbitrator shall have exclusive authority to resolve disputes concerning:

• interpretation of these Terms;
• enforceability;
• formation;
• validity;
• arbitrability;
• alleged breaches;
• available remedies.

The arbitrator may award any remedy available under applicable law except where expressly limited by these Terms.

23.6 Exceptions

Nothing contained in this Article prevents LuluCare from seeking temporary, preliminary, or permanent equitable relief in a court of competent jurisdiction to protect:

• confidential information;
• trade secrets;
• intellectual property;
• Marketplace security;
• payment obligations;
• fraud prevention;
• enforcement of restrictive provisions.

Likewise, either party may pursue claims in small claims court where permitted by applicable law and where the dispute qualifies for that court's jurisdiction.

23.7 Individual Proceedings Only

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CLAIMS SHALL BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY.

NO PARTY SHALL PARTICIPATE AS:

• A PLAINTIFF;
• CLASS MEMBER;
• REPRESENTATIVE;
• PRIVATE ATTORNEY GENERAL; OR
• MEMBER OF A COLLECTIVE ACTION

EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY APPLICABLE LAW.

23.8 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, USERS KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, MASS ACTION, OR REPRESENTATIVE PROCEEDING AGAINST LULUCARE.

23.9 Jury Trial Waiver

IF A DISPUTE IS PERMITTED TO PROCEED IN COURT RATHER THAN ARBITRATION, EACH PARTY KNOWINGLY WAIVES ANY RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

23.10 Time Limitation

Unless prohibited by applicable law, any claim arising from or relating to these Terms must be commenced within one (1) year after the claim first arose.

Claims not timely asserted are permanently barred.

24. Miscellaneous

24.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-law principles.

24.2 Compliance with Law

Users agree to comply with all applicable:

• federal laws;
• state laws;
• local laws;
• licensing regulations;
• healthcare regulations;
• payment regulations;
• privacy laws;
• employment laws;
• tax laws;
• anti-discrimination laws.

24.3 Force Majeure

LuluCare shall not be liable for delays or failures resulting from events beyond its reasonable control, including:

• natural disasters;
• acts of God;
• war;
• terrorism;
• civil unrest;
• labor disputes;
• governmental actions;
• pandemics;
• internet outages;
• cyberattacks;
• utility failures;
• payment processor outages;
• third-party service interruptions.

24.4 Assignment

Users may not assign or transfer their rights or obligations under these Terms without LuluCare's prior written consent.

LuluCare may assign these Terms without restriction in connection with:

• mergers;
• acquisitions;
• reorganizations;
• financing transactions;
• sale of assets; or
• other corporate transactions.

24.5 Entire Agreement

These Terms, together with any documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the Platform.

They supersede all prior or contemporaneous agreements, communications, representations, and understandings relating to the subject matter herein.

24.6 Order of Precedence

In the event of a conflict, the following order shall control:

1. Applicable law.
2. Executed written amendments.
3. Facility Pricing Addendum (for commercial pricing only).
4. Facility Services Agreement or Healthcare Professional Agreement, as applicable.
5. These Terms.
6. Platform policies incorporated by reference.

24.7 Severability

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

The invalid provision shall be modified only to the minimum extent necessary to render it enforceable.

24.8 Waiver

Failure by LuluCare to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

Any waiver must be in writing and signed by an authorized representative of LuluCare.

24.9 Relationship of the Parties

Nothing contained in these Terms creates:

• employment;
• agency;
• partnership;
• joint venture;
• fiduciary relationship; or
• franchise relationship

between LuluCare and any User except as expressly stated in a separate written agreement.

24.10 Notices

Legal notices required under these Terms shall be provided in writing.

Unless otherwise specified by LuluCare, notices may be delivered by:

• email;
• certified mail;
• nationally recognized overnight courier;
• electronic delivery through the Platform.

Users consent to electronic delivery of legal notices where permitted by law.

24.11 Electronic Signatures

Users agree that electronic signatures, electronic records, click-through agreements, and similar electronic acknowledgments have the same legal force and effect as handwritten signatures to the fullest extent permitted by applicable law.

24.12 Export Compliance

Users agree not to use the Platform in violation of applicable United States export control laws, economic sanctions, or trade restrictions.

24.13 California Residents

Where required by California law, California residents retain any non-waivable rights afforded under applicable statutes.

Nothing in these Terms is intended to waive rights that cannot legally be waived.

24.14 Headings

Section headings are provided solely for convenience and do not affect interpretation of these Terms.

24.15 No Third-Party Beneficiaries

Except as expressly stated, these Terms are intended solely for the benefit of LuluCare and the applicable User.

No third party shall acquire rights under these Terms by implication.

24.16 Amendments

LuluCare may modify these Terms from time to time.

When LuluCare publishes an updated version, it will post that version with a new effective date and notify affected users through an in-app notice and an email linking to the update, as described in Section 2.3.

Material changes will become effective upon posting to the Platform or by other legally sufficient notice.

Continued use of the Platform following the effective date of revised Terms constitutes acceptance of the updated Terms.

24.17 Contact Information

Questions regarding these Terms may be directed to LuluCare at:

Lulu Staffing LLC d/b/a LuluCare Website: https://mylulucare.com Email: support@trylulucare.com

25. Incorporation of Additional Policies

The following policies, as amended from time to time, are incorporated into and made part of these Terms:

• Privacy Policy
• Community Standards
• Timekeeping Policy
• Payment Policy
• Cancellation Policy
• Credential Verification Policy
• Background Check Policy
• Electronic Communications Consent
• Facility Pricing Addendum (where applicable)
• Healthcare Professional Agreement
• Facility Services Agreement
• Any additional Marketplace policies published by LuluCare

Users agree to comply with all incorporated policies as a condition of continued Marketplace participation.

ACKNOWLEDGMENT

BY CREATING AN ACCOUNT, CLICKING "I AGREE," ACCESSING THE PLATFORM, OR OTHERWISE USING LULUCARE, EACH USER ACKNOWLEDGES THAT THEY:

• HAVE READ THESE TERMS;
• UNDERSTAND THESE TERMS;
• HAVE HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL;
• AGREE TO BE LEGALLY BOUND BY THESE TERMS;
• AGREE TO ALL POLICIES INCORPORATED BY REFERENCE; AND
• REPRESENT THAT THEY HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THEIR OWN BEHALF OR ON BEHALF OF THE ENTITY THEY REPRESENT.