Last Updated: July 15, 2018

Para's Membership Agreement

Para Services, Inc. ("Para," "we" or "us) is the operator of the Para website located at www.joinpara.com ("Website"), the Para mobile application ("Para App") and other Para provided services, products, websites, and applications (collectively, the "Para Platform"). The Para Platform provides a free online marketplace for Medical Professional to possibly find and receive Shifts to provide healthcare professional services for Healthcare Providers as independent contractors on a temporary basis.

This Para Membership Agreement ("Agreement") governs the relationship and establishes the rights and responsibilities of Para, as the platform owner and operator of, and you ("Member," "you," "your"), as a member of and participant in, the Para Marketplace ("Para Marketplace"). The terms and definitions of Para’s Privacy Policy ("Privacy Policy") found here and Para’s Terms of Service ("Terms of Service") found here are incorporated into this Agreement.

Membership

As provided in this Agreement, Para will provide you with access to the Para Platform to possibly find and receive Shifts from Healthcare Providers that have access to the Para Platform and participate in the Para Marketplace.

Eligibility

To be eligible as a member of the Para Marketplace, a person must meet, as determined by Para in its sole discretion, the Para Marketplace member eligibility criteria listed below ("Membership Criteria") at the time of the application through the Para Platform and at all times thereafter: Be at least eighteen (18) years of age; Possess a valid U.S. driver’s license; and Possess a valid, professional license required to perform healthcare professional services that is unencumbered, that is a license that is not suspended, expired, revoked, and/or have incidents recorded against said license by the appropriate regulatory or issuing authority.

Membership in the Para Marketplace is not guaranteed. Para can, at its sole discretion, approve, deny, suspend, and/or terminate any member’s membership at any time with or without reason.

Relationship

YOU EXPRESSLY AGREE THAT YOU ARE AN INDEPENDENT CONTRACTOR IN PARTICIPATING IN THE PARA MARKETPLACE AND USING THE PARA PLATFORM THIS INCLUDES FINDING,RECEIVING, AND SUBSEQUENTLY COMPLETING POSSIBLE SHIFTS FROM HEALTHCARE PROVIDERS AND PERFORMING ANY ACT OR HEALTCHARE PROFESSIONAL SERVICE RELATED TO SAID SHIFTS FOUND AND/OR POSSIBLY RECEIVED ON THE PARA PLATFORM. YOUR PARTICIPATION IN THE PARA MARKETPLACE AND USE OF THE PARA PLATFORM IS BY YOUR OWN VOLITION AND DISCRETION. THIS AGREEMENT DOES NOT GIVE EITHER PARTY (PARA OR YOU) THE POWER TO DIRECT AND CONTROL DAY TO DAY ACTIVITIES of the other, constitute the parties as partners, joint venturers, co-owners, principal-agent or otherwise participants in a joint or common undertaking, or, except as expressly provided herein, allow either party to create or assume any obligation on behalf of the other for any purpose whatsoever.

Accepted Shifts

Without a showing of good cause, a missed Shift or repeated tardiness may result in the suspension of your membership in the Para Marketplace and an inability to access the Para Platform for a period of 3 months. Missing multiple Shifts or persistent tardiness within a 6-month period may result in the termination of your membership and an inability to access the Para Platform. Para can, at its sole discretion, approve, deny, suspend, and/or terminate any Member’s membership at any time with or without reason.

Review/Ratings

At the end of each Shift, a Healthcare Provider may rate or provide a review of your healthcare professional services rendered (e.g. 1 through 5 stars). The criteria for providing these reviews are set by Para and may be modified from time to time. A Member’s low score, resulting from multiple low ratings from Healthcare Providers, may result in termination of your membership and an inability to access the Para Platform. Para can, at its sole discretion, approve, deny, suspend, and/or terminate any Member’s membership at any time with or without reason.

Additional Screening

Where applicable, a Healthcare Provider may require additional screening requirements for its posted Shift(s) such as a criminal background screening including a Level 3 search in The Fraud and Control Information System (FACIS) database and/or a 10-panel drug screening, and satisfy any additional requirements defined by a Healthcare Provider’s staffing and/or market criteria in order to fulfill said posted Shift(s).

You will be prompted by a third-party service provider for these additional screenings and it is at Member’s sole discretion to accept said third-party service provider’s terms and conditions and be subject to these additional screenings and results of said screenings. Failure of such screenings may disqualify you for a posted Shift, even after accepting said Shift, and may result in the termination of your membership and an inability to access the Para Platform.

Para can, at its sole discretion, approve, deny, suspend, and/or terminate any Member’s membership at any time with or without reason.

Payment, Timesheets, and Expenses

Payment received through the Para Platform will reflect the hourly rate you agree to for an accepted job and the total number of hours you have provided healthcare professional services for said job. At the end of each Shift, a timesheet will be reviewed, updated, and submitted by the applicable Healthcare Provider reflecting the hours you have provided healthcare professional services. In the event there is a dispute between you and said Healthcare Provider regarding the number of hours you provided said healthcare professional services, Para will provide original Shift information along with any location information (e.g. GPS) in its possession with your written consent or at your request.

It is although your sole responsibility, as an independent contractor, in resolving any dispute as to the number of hours of healthcare professional services rendered with the applicable healthcare provider. For avoidance of any doubt, Para is in no way responsible for any hour discrepancy between the total number of hours submitted on a timesheet by a healthcare provider and the total number of hours you claim to have provided healthcare professional services.

You are further solely responsible for all expenses incurred in connection with the healthcare professional services you provide to any healthcare provider found through the Para Platform. For avoidance of any doubt, Para is in no way responsible for any expenses including any consequential and/or incidental expenses you incur related to you providing healthcare professional services.

Indemnity

To the extent permitted by applicable law, Member will defend, indemnify, hold harmless and reimburse Para and its directors, officers, shareholders, employees, and agents from and for all damages, losses, costs or expenses, including attorney’s fees, incurred by any of such parties or paid by any of them to any person in respect to a Member’s liability.

Reporting Obligations

Under applicable State, Federal, or local law Para may be obligated to report earnings, revenues, violations, crimes, incidents or occurrences in connection or related to your membership, participation in Para Marketplace, and/or use of the Para Platform.

Disclaimers

Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PARA PLATFORM, SERVICES AND SOFTWARE PROVIDED UNDER THIS AGREEMENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. PARA MAKES NO WARRANTY AND ASSUMES NO RESPONSIBILITY OR LIABILITY REGARDING ANY RELATIONAL DATABASE SERVICE OR SERVERS, OR ANY THIRD PARTY HARDWARE, EQUIPMENT OR SERVICE WITH WHICH SERVICES MAY BE REQUIRED TO COMMUNICATE OR OPERATE, AND DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SUITABLE FOR CUSTOMER’S INTENDED USE, OR FREE OF MALICIOUS ELEMENTS OR THAT RESULTS WILL BE TIMELY, ACCURATE, OR COMPLETE. THE SERVICES AND SITE ARE NOT A BACKUP SERVICE FOR STORING CONTENT OR OTHER DATA, AND PARA SHALL HAVE NO LIABILITY REGARDING ANY LOSS OF DATA. THIS PROVISION WILL SURVIVE TERMINATION OF THIS AGREEMENT.

Disclaimer of Liability. Para is not liable for any and all losses incurred or sustained by, or imposed upon, arising out of, with respect to, or by reason of member’s willful, or grossly negligent action or omission related to or in connection with member providing healthcare professional services or participation with the Para Marketplace and/or Para Platform. this provision will survive termination of this agreement.

Disclaimer of Special, Consequential and Other Damages. Para is not liable for any and all indirect, special, punitive, exemplary, loss of income, loss of profits, inconvenience, consequential or other damages sustained as a result of an interruption of services to be furnished by Para. This provision will survive termination of this agreement

Term and Termination of Membership

This Agreement will commence on the date of Member’s acceptance and will continue in effect for one (1) year, unless earlier terminated as provided herein, and will automatically renew for subsequent periods of one (1) year unless earlier terminated as provided herein.

The Agreement will be terminated as follows:

1. Para will terminate this Agreement within 30 days of Member’s request;

2. Immediately, in Para’s sole discretion including if Member fails to meet the Membership Criteria, and/or fails to abide by the terms of this Agreement.

A notice of termination will be provided electronically. Termination will result in Member’s inability to participate in Para’s Marketplace and access the Para Platform.

No Assignment

Member may not assign this Agreement or any rights or responsibilities under this Agreement to any other party. Member may not all allow anyone to use Member’s account or participate in the Para Marketplace using Member’s account or access the Para Platform using Member’s account.

Severability

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Dispute Resolution

Mandatory Arbitration: Any dispute, claim or controversy arising out of or relating to membership in the Para Marketplace, this Agreement or the breach, termination, enforcement, interpretation or validity of this Agreement, including the determination of the scope or applicability of this agreement to arbitrate (a "Dispute"), will be determined by arbitration.

CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, OR COLLECTIVE ACTION PROCEEDING (COLLECTIVELY "CLASS ACTION WAIVER"). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND PARA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

In any lawsuit in which (1) the complaint is filed as a class action, or collective action; and (2) the civil court of competent jurisdiction in which the complaint was filed finds the Class Action Waiver is unenforceable (and such finding is confirmed by appellate review if review is sought), the Class Action Waiver shall be severable from this Agreement and in such instances, the class action, and/or collective action must be litigated in a civil court of competent jurisdiction and not as a class, or collective arbitration.

Notwithstanding any other clause contained in this Agreement, any claim that all or part of the Class Action Waiver is invalid, unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The Class Action Waiver shall be severable when a dispute is filed as an individual action and severance is necessary to ensure that the individual action proceeds in arbitration.

Arbitration Procedures and Location: The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with AAA Consumer Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction. This provision will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. This provision will survive termination of this Agreement.

The arbitration will be held in the United States county where you live or work, Chicago, Illinois or any other location you and Para mutually agree upon in writing.

Arbitration Fees: The arbitrator will determine how the costs and expenses of the arbitration will be allocated between the Parties, and may award attorneys’ fees.

Choice of Law

These Terms are governed by and construed in accordance with the laws of the State of Texas, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in the Dispute Resolution section above or in supplemental terms applicable to your region. However, the choice of law provision regarding the interpretation of these Terms is not intended to create any other substantive right to non-Texans to assert claims under Texas law whether that be by statute, common law, or otherwise. This provision is only intended to specify the use of Texas law to interpret these Terms and the forum for disputes asserting a breach of these Terms, and this provision shall not be interpreted as generally extending Texas law to you if you do not otherwise reside in Texas. The foregoing choice of law and forum selection provisions do not apply to the Dispute Resolution section or to any arbitrable disputes as defined therein. Instead, as described in the Dispute Resolution section, the Federal Arbitration Act (9 U.S.C., Secs. 1-16) shall apply to any such disputes.

Electronic Document and Signature

For contractual purposes, Member: (a) consents to receive communications from Para in electronic form, and (b) agrees that all terms and conditions, agreements, notices, disclosures and any other communications that Para provides to Member electronically satisfy any legal requirement that such communications would satisfy if they were in a print-on-paper writing. By selecting "I have read and agree to Para's Membership Agreement" or "I have read and accept to All" on the agreement homepage of the Para Platform Member is signing this Agreement electronically (Member’s "E-Signature"), and such selection constitutes Member’s legal signature, acceptance and agreement as if this Agreement were actually signed by Member in writing. Member also agrees that no certification, authority, or other third party verification is necessary to validate Member’s E-Signature and that lack of such certification or third party verification will not in any way affect the enforceability of Member’s E-Signature or any resulting contract between Member and Para.

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