Boon Terms of Service

Last Updated: April 15, 2019

PLEASE READ THIS TERMS OF SERVICE (THESE “TERMS”) CAREFULLY. BY ACCESSING OR USING THE Boon website, mobile APPLICATION and technology platform (collectively, the “Platform”) AND OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE OUR SITES OR OUR SERVICES. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND BOON, INC. (“Boon,” “we,” “us” or “our”) governing your use of the Platform. FOR ADDITIONAL CLARITY, THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW CLAIMS USERs (as defined below) OF THE PLATFORM, AND BOON HAVE AGAINST EACH OTHER CAN BE BROUGHT (See SECTION 16 (arbitration). THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE USERS TO SUBMIT CLAIMS THAT MAY EXIST TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. TO THE EXTENT AVAILABLE, OPPORTUNITIES TO OPT OUT OF ARBITRATION WITH RESPECT TO CERTAIN CLAIMS IS PROVIDED FOR IN SECTION 16. By entering into to these Terms, and/or by using or accessing the Platform you expressly acknowledge that you understand these Terms (including the dispute resolution and arbitration provisions in Section 16) and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS, YOU MAY NOT USE OR ACCESS THE PLATFORM.

1. The Platform

The Platform provides a marketplace where physicians, dentists and medical related offices in the United States (each, a “Practice”) can seek trained service providers in a medically related field including, but not limited to medical doctors, dentists, veterinarians (and technicians), nurses (LPN, RN, etc.), dental hygienists and assistants, as well as support staff.(each a “Provider”) to provide care or otherwise assist a Practice on a temporary basis. Practices and Providers are collectively referred to herein as “Users,” and each User shall create a User account that enables access to the Platform; provided, however, each Practice and each Provider may only create one User account. Boon reserves the right to shut down any additional accounts. As a User, you authorize Boon to match you with a Practice or Provider based on factors such as location to Practice’s office, skill set, work history, education, user preferences, and platform efficiency, and to cancel an existing match and rematch based on the same considerations. For purposes of these Terms, the matching and actual match, if any, through the Platform shall be referred to collectively as the “Services”. Any decision by a User to offer or accept Services is a decision made in such User’s sole discretion. Each Service requested by a Practice and fulfilled by a Provider shall constitute a separate agreement between such parties.

2. Modification to our Terms

In the event Boon modifies these Terms, such modifications shall be binding on you only upon your consent and acceptance of the modified agreement. Boon reserves the right to modify any information referenced in the hyperlinks from these Terms from time to time, and such modifications shall become effective upon posting. Continued use of the Platform or Services after any such changes shall constitute your consent to such changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of these Terms does not create a renewed opportunity to opt out of arbitration (if applicable).

3. Eligibility to Participate on our Platform

The Platform may only be used by Providers, in his or her individual capacity, and authorized representatives of Practices, each who can form legally binding contracts under applicable law. The Platform is not available to anyone under the age of 18 or to anyone who resides outside the United States, Providers who do not meet the legal and any licensing requirements to provide the Services at a Practice’s request, or Users who have had their User account temporarily or permanently deactivated. Practices, by becoming a User, you, individually or as each representative acting for or on behalf of a Practice, represent and warrant that you have the right, authority and capacity to enter into and abide by these Terms. Providers may not allow other persons to use your User account and you agree that you are the sole authorized user of your account. Practices may utilize staff or contractors to assist in using Practice’s account and the Services.

4. Charges

As a Practice, you understand that use of the Services will result in charges to you (“Charges”). Charges include hourly and daily charges and other fees, surcharges, and taxes. Boon has the authority and reserves the right to determine pricing terms when quoting aprice for a specific use at the time you make a request. Pricing may vary based on the type of you request make (e.g., education, skill level, etc.). You are responsible for reviewing the applicable pricing prior to accepting the Service and shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof.

Fees and Other Charges:

• Rates. Our rates vary based on a variety of factors including the type of services requested, duration, and other factors we determine in our sole discretion. Our rates will be listed as a flat fee on a quote.
• Service Fee. You may be charged a “Service Fee” for the use of the Services.
• Cancellation Fee. To the extent you cancel use of any Services after you accept a quote, you will be charged a cancellation fee which, unless otherwise provided, is equal to the total fee provided for in the accepted quote.
• Taxes. Where required by law, Boon will collect applicable taxes.

General:

• Facilitation of Charges. All Charges are facilitated through a third-party payment processing service (e.g. Stripe, Dwolla, etc.). Boon may replace its third-party payment processing services without notice to you. Charges shall only be made through the Platform. With the exception of tips, cash payments are strictly prohibited. Your payment of Charges to Boon satisfies your payment obligation for your use of the Platform and Services.
• No Refunds. All Charges are final and no refunds will be issued.
• Discounts/Credits. Boon reserves the right, in its sole discretion, to provide promotional or other types of discounts and/or credits to select Users.]
• Tips. A Practice reserves the right to grant an optional monetary tip to the Provider upon the completion of the Services.

5. Payments

If you are a Practice, an authorization will take place from your designated form of payment (e.g. credit card or debit card) in order to reserve the full amount of the Services requested. Upon confirmation of completion of the Services the full amount of the Services will be charged against the authorization. Payment Processing. Payment processing services are provided by Stripe and Dwolla (collectively, the "3rd Party Processor Terms"). By using the Platform to receive payment proceeds, you, as a Provider, agree to be bound by the 3rd Party Processor Terms, which may be modified from time to time. As a condition of Boon enabling payment processing services through any 3rd Party Processor, you authorize Boon to obtain all necessary access and perform all necessary activity on your 3rd Party Processor account to facilitate your provision of Services as contemplated by the Agreement and your relationship with Boon. You further agree to provide accurate and complete information about you and your business and authorize Boon to share it and transaction information with the 3rd Party Processor for the purposes of facilitating of the payment processing services provided by the 3rd Party Processor. Boon reserves the right to switch payment processing vendors or use alternate or backup vendors in its sole discretion. Payments, Adjustments and Settlement. Boon will collect payments owed to you by Practices as your limited payment collection agent and you agree that the receipt of such payments by Boon satisfies the Practice’s obligation to you. Boon reserves the right to adjust or withhold all or a portion of a payment owed to you (except where prohibited by law) (i) if we believe that you have attempted to defraud or abuse a Practice or Boon, or (ii) in order to resolve a Practice’s complaint (e.g., failing to show up or to complete a Service, etc.). Boon’s decision to adjust or withhold any payment shall be exercised in a reasonable manner. We will use reasonable efforts to ensure that payments to you will be paid to you on at least a bi-monthly (two times a month) basis. You acknowledge and agree that all payments owed to you shall not include any interest and will be net of any amounts that we are required to withhold by law. Credit Card Authorization. Boon requires Practice’s to selected payment method to verify the payment method, ensure the cost of the Services will be covered. The authorization is not a charge, however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Boon is not responsible for fees or charges you may incur for authorizations that exceed any limits placed on you by your bank or credit card.

6. Boon Communications

By entering into these Terms or using the Platform, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts or calls may be generated by automatic telephone dialing systems. Communications from Boon, its affiliated companies and/or Practices, may include but are not limited to: operational communications concerning your User account or use of the Platform or Services, updates concerning new and existing features on the Platform, communications concerning promotions run by us or our third-party partners, and news concerning Boon. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

IF YOU WISH TO OPT OUT OF:

• PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE EMAIL ITSELF.
• CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS IS NOT A CONDITION TO USING THE PLATFORM OR THE SERVICES.

7. Your Information

Your Information is any information you provide, publish or post to or through the Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any social media posting) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the Platform and participate in the Services. Our collection and use of personal information in connection with the Platform and Services is as provided in Boon’s Privacy Policy located at www.doingboon.com/privacy. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable Boon to use your Information for the purposes described in the Privacy Policy and these Terms, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. Boon does not assert any ownership over your Information; rather, as between you and Boon, subject to the rights granted to us in these Terms, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.

8. Platform Referral Programs

As part of your User account, Boon may provide you with or allow you to share a unique alphanumeric URL (“Code”) for you to distribute to third parties (each a “Referred User”) to register to become new Providers (“Referred Providers”) or Practices (“Referred Practices”). In exchange for a Referred User becoming a Referred Provider or Referred Practice, Boon may offer incentives of various types and amounts on terms, restrictions, and qualification requirements as Boon determined in its sole discretion (“Referral Terms”). Boon will only consider crediting a User for a successful Referred User when the Code is used consistent with the Referral Terms. If the User fails to share the Code, there will be no credit for the Referred User.

9. Restricted Activities

With respect to your use of the Platform and your participation in the Services, you agree that you will not:

• impersonate any person or entity;
• violate any law, statute, rule, permit, ordinance or regulation;
• interfere with or disrupt the Platform or the servers or networks connected to the Platform;
• post Information or interact on the Platform or Services in a manner which is fraudulent, libelous, abusive, or illegal;
• use the Platform in any way that infringes any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
• post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Platform;
• “frame” or “mirror” any part of the Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose;
• modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Platform or any software used on or for the Platform;
• rent, lease, lend, sell, redistribute, license or sublicense the Platform or access to any portion of the Platform;
• use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or its contents;
• link directly or indirectly to any other web sites;
• transfer or sell your User account, password and/or identification to any other party
• discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or
• cause any third party to engage in the restricted activities above.

10. User Representations and Warranties

By providing Services as a Provider and a Participant on the Platform, you represent, warrant, and agree that:

• You have all appropriate licenses, approvals and authority to provide the services in all jurisdictions in which you provide Services.
• You will not engage in reckless behavior while providing Services, fulfill the Services while under the influence of alcohol or drugs, or take action that harms or threatens to harm the safety of the Boon community or third parties.
• You will not demand or accept payment in cash.
• For Providers, you agree that we may obtain information about you, including your background including, but not limited to education and criminal records, and you agree to provide any further necessary authorizations to facilitate our access to such records during until you know longer have a profile on the Platform.
• You have a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements) that names or schedules you to provide Services.
• You will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by you.

11. Intellectual Property

All intellectual property rights in the Platform shall be owned by Boon absolutely and in their entirety. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Boon. Boon shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. BOON and other Boon logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Boon in the United States and/or other countries (collectively, the “Boon Marks”). If you provide Services as a Practitioner, Boon grants to you, during the term of these Terms, and subject to your compliance with the terms and conditions of these Terms, a limited, revocable, non-exclusive license to use the Boon Marks solely in connection with providing the Services through the Platform or, with respect to Providers, in connection with any list reflecting your work experience (e.g. resume) (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without Boon’s prior written permission, which it may withhold in its sole discretion. The Boon Marks may not be used in any manner that is likely to cause confusion. You acknowledge that Boon is the owner and licensor of the Boon Marks, including all goodwill associated therewith, and that your use of the Boon Marks will confer no additional interest in or ownership of the Boon Marks in you but rather inures to the benefit of Boon. You agree to use the Boon Marks strictly in accordance with Boon’s Trademark Usage Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that Boon determines to nonconforming or otherwise unacceptable. You agree that you will not: (1) create any materials that use the Boon Marks or any derivatives of the Boon Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by Boon in writing; (2) use the Boon Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Boon Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Boon’s rights as owner of the Boon Marks or the legality and/or enforceability of the Boon Marks, including, challenging or opposing Boon’s ownership in the Boon Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Boon Marks, any derivative of the Boon Marks, any combination of the Boon Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Boon Marks; (5) use the Boon Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard. Violation of any provision of this License may result in immediate termination of the License, in Boon’s sole discretion. If you create any materials bearing the Boon Marks (in violation of these Terms or otherwise), you agree that upon their creation Boon exclusively owns all right, title and interest in and to such materials, including any modifications to the Boon Marks or derivative works based on the Boon Marks. You further agree to assign any interest or right you may have in such materials to Boon, and to provide information and execute any documents as reasonably requested by Boon to enable Boon to formalize such assignment. Boon respects the intellectual property of others and expects Users to do the same. If you believe, in good faith, that any materials on the Platform or Services infringe upon your copyrights, please send the following information to Boon’s Copyright Agent at: (1) a description of the copyrighted work that you claim has been infringed, including specific location on the Platform where the material you claim is infringed is located. Include enough information to allow Boon to locate the material, and explain why you think an infringement has taken place; (2) a description of the location where the original or an authorized copy of the copyrighted work exists – for example, the URL (Internet address) where it is posted or the name of the book in which it has been published; (3) your address, telephone number, and e-mail address; (4) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (5) a statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (6) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

12. Disclaimers

The following disclaimers are made on behalf of Boon, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders. Boon does not provide services in the medical or dental field. It is up to the Practice to decide whether or not to retain the services of a Provider contacted through the Platform, and it is up to the Provider to decide whether or not to accept any request to provide such services from any Practice contacted through the Platform. We cannot ensure that a Practice or Provider will complete the agreed-upon services. We have no control over the quality or safety of the actual services that occur as a result of the Services. In addition, while Boon verifies the licensure and other background information of Providers in connection with registration on the Platform it does not regularly re-confirm such information. To the extent a Practice wishes confirmation or an update it may request such information from Boon. Boon, at its sole discretion may or may not honor the request. The Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the Platform and/or the Services, including the ability to provide or receive Services at any given location or time. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. We do not warrant that your use of the Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet your requirements, that any defects in the Platform will be corrected, or that the Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Platform or Services. We cannot guarantee that each Provider is who he or she claims to be. It is the Practice’s responsibility to confirm the identity of the Provider when using the Platform and Services, including looking at the photos of the Practice or Provider you have matched with to make sure it is the same individual you see in person. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the Platform by persons under the age of 18 in violation of these Terms. We encourage you to communicate directly with each potential Practice or Provider prior to engaging in any arranged service. Boon is not responsible for the conduct, whether online or offline, of any User of the Platform or Services. You are solely responsible for your interactions with other Users. We do not procure insurance for, nor are we responsible for, personal belongings left in the car by Practices or Providers. By using the Platform and participating in the Services, you agree to accept such risks and agree that Boon is not responsible for the acts or omissions of Users on the Platform or participating in the Services. You are responsible for the use of your User account and Boon expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account, or you suspect any other breach of security, you agree to notify us immediately. It is possible for others to obtain information about you that you provide, publish or post to or through the Platform (including any profile information you provide), send to other Users, or share during the Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the Platform or through the Services. Please carefully select the type of information that you post on the Platform or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”). Opinions, advice, statements, offers, or other information or content concerning Boon or made available through the Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or these Terms or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others. Location data provided by the Platform is for basic location purposes only and to facilitate a match between Users It is not intended to be relied upon for any other purpose. Neither Boon, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Platform. Any of your Information, including geolocational data, you upload, provide, or post on the Platform may be accessible to Boon and certain Users of the Platform. Boon shall not responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Platform.

13. Indemnity

You will defend, indemnify, and hold Boon including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Platform and participation in the Services, including: (1) your breach of these Terms or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, Practices, Providers, and as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (4) any other activities in connection with the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

14. Limitation of Liability

IN NO EVENT WILL BOON, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “BOON” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM, THE SERVICES, OR THESE TERMS, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULESERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT BOON HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY GOODS OR OTHER SERVICES PROVIDED TO YOU OR ON YOUR BEHALF BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

15. Term and Termination

These Terms is effective upon your creation of a User account. These Terms may be terminated: a) by User, without cause, immediately with written notice to Boon; or b) by either Party immediately, without notice, upon the other Party’s material breach of these Terms, including but not limited to any breach of Section 9 (Restricted Activities) or breach of Section 10 (Practitioner User Representations and Warranties) of these Terms. In addition, Boon may terminate these Terms or deactivate your User account immediately in the event: (1) you no longer qualify to provide or request Services for any reason including as required under applicable law, rule, permit, ordinance or regulation; (2) Boon has the good faith belief that such action is necessary to protect the safety of the Boon community or third parties, provided that in the event of a deactivation pursuant to (1)-(2) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Boon’s reasonable satisfaction prior to Boon permanently terminating your account. For all other breaches of these Terms, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to Boon’s satisfaction, these Terms will not be permanently terminated. Sections shall survive any termination or expiration of these Terms.

16. DISPUTE RESOLUTION AND ARBITRATION AGREEMENT

(a) Agreement to Binding Arbitration Between You and Boon. YOU AND BOON MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. These Terms to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives after these Terms terminate or your relationship with Boon ends. ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and Boon, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders. This Arbitration Agreement also applies to claims between you and Boon’s service providers, including but not limited to background check providers and payment processors; and such service providers shall be considered intended third party beneficiaries of this Arbitration Agreement. Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND BOON. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: these Terms and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the Platform, the Services, any other goods or services made available through the Platform, your relationship with Boon, the threatened or actual suspension, deactivation or termination of your User Account or these Terms, background checks performed by or on Boon’s behalf, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by Boon, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by Boon and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND BOON ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

(b) Prohibition of Class Actions and Non-Individualized Relief. YOU UNDERSTAND AND AGREE THAT YOU AND BOON MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND BOON BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims. Notwithstanding any other provision of these Terms, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, then those Claims shall be severed from any remaining claims and may be brought in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.

(c) Rules Governing the Arbitration. Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in these Terms. Copies of these rules can be obtained at the AAA’s website (www.adr.org) (the “AAA Rules”) or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding. As part of the arbitration, both you and Boon will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision which shall explain the award given and the findings and conclusions on which the decision is based. The arbitrator will decide the substance of all claims in accordance with applicable law and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Providers or Practices but is bound by rulings in prior arbitrations involving the same Provider or Practice to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be challenged in a court of competent jurisdiction.

(d) Arbitration Fees and Awards.

The payment of filing and arbitration fees will be governed by the relevant AAA Rules subject to the following modifications:

1. If you initiate arbitration under this Arbitration Agreement after participating in the optional Negotiation process described in subsection (k) below and are otherwise required to pay a filing fee under the relevant AAA Rules, Boon agrees that, unless your claim is for $5,000 or more, your share of the filing and arbitration fees is limited to $50, and that, after you submit proof of payment of the filing fee to Boon, Boon will promptly reimburse you for all but $50 of the filing fee. If, however, the arbitrator finds that either the substance of your claim or the relief sought in the claim is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA Rules.
2. If Boon initiates arbitration under this Arbitration Agreement, Boon will pay all AAA filing and arbitration fees.
3. With respect to any Claims brought by Boon against a Practice, or for Claims brought by a Provider against Boon that: (A) are based on an alleged employment relationship between Boon and a Provider; (B) arise out of, or relate to, Boon’s actual deactivation of a Provider’s User account or a threat by Boon to deactivate a Provider’s User account; (C) arise out of, or relate to, Boon’s actual termination of a Provider’s Agreement with Boon under the termination provisions of these Terms, or a threat by Boon to terminate a Provider’s Agreement; (D) arise out of, or relate to, Rates , other than disputes relating to referral bonuses, other Boon promotions, or consumer-type disputes, or (E) arise out of or relate to background checks performed in connection with a user seeking to become a Provider (the subset of Claims in subsections (A)-(E) shall be collectively referred to as “Provider Claims”), Boon shall pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court), including the regular and customary arbitration fees and expenses (to the extent not paid by Boon pursuant to the fee provisions above). However, if you are the party initiating the Provider Claim, you shall be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state in which you provide Services to Practices, unless a lower fee amount would be owed by you pursuant to the AAA Rules, applicable law, or subsection (d)(1) above. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. For purposes of this Section 16(d)(3), the term “Provider” shall be deemed to include both Providers and applicants who have not been approved to use the Platform.
4. Except as provided in Federal Rule of Civil Procedure 68 or any state equivalents, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).
5. At the end of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to you if you prevail, to the extent authorized by applicable law.
6. Although under some laws Boon may have a right to an award of attorneys' fees and non-filing fee expenses if it prevails in an arbitration, Boon agrees that it will not seek such an award.
7. If the arbitrator issues you an award that is greater than the value of Boon’s last written settlement offer made after you participated in good faith in the optional Negotiation process described in subsection (k) below, then Boon will pay you the amount of the award or U.S. $1,000, whichever is greater.

(e) Location and Manner of Arbitration. Unless you and Boon agree otherwise, any arbitration hearings between Boon and a User will take place in Wake County, North Carolina. If your Claim is for $10,000 or less, Boon agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as determined by the AAA Rules. If your Claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules.

(f) Exceptions to Arbitration. This Arbitration Agreement shall not require arbitration of the following types of claims: (1) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction; (2) (2) claims for workers’ compensation, state disability insurance and unemployment insurance benefits; and (4) claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA. Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board (“NLRB”), or Office of Federal Contract Compliance Programs, or similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration However, should you bring an administrative claim, you may only seek or recover money damages of any type pursuant to this Arbitration Provision, and you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint, except for a complaint issued by the NLRB. Should you participate in an NLRB proceeding, you may only recover money damages if such recovery does not arise from or relate to a claim previously adjudicated under this Arbitration Provision or settled by you. Similarly, you may not recover money damages under this Arbitration Provision if you have already adjudicated such claim with the NLRB. Nothing in these Terms or Arbitration Agreement prevents your participation in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision.

(g) Severability. In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed, and the remainder of the Arbitration Agreement shall be given full force and effect.

(h) Provider Claims in Pending Settlement. If you are a member of a putative class in a lawsuit against Boon involving Provider Claims and a Motion for Preliminary Approval of a Settlement has been filed with the court in that lawsuit prior to these Terms’ effective date (a “Pending Settlement Action”), then this Arbitration Agreement shall not apply to your Provider Claims in that particular class action. Instead, your Provider Claims in that Pending Settlement Action shall continue to be governed by the arbitration provisions contained in the applicable Agreement that you accepted prior to these Terms’ effective date.

(i) Opting Out of Arbitration for Provider Claims That Are Not In a Pending Settlement Action. As a Provider or Provider applicant, you may opt out of the requirement to arbitrate Provider Claims defined in Section 16(d)(3) (except as limited by Section 17(h) above) pursuant to the terms of this subsection if you have not previously agreed to an arbitration provision in Boon’s Terms of Service where you had the opportunity to opt out of the requirement to arbitrate. If you have previously agreed to such an arbitration provision, you may opt out of any revisions to your prior arbitration agreement made by this provision in the manner specified below but opting out of this arbitration provision has no effect on any previous, other, or future arbitration agreements that you may have with Boon. If you have not previously agreed to such an arbitration provision and do not wish to be subject to this Arbitration Agreement with respect to Provider Claims, you may opt out of arbitration with respect to such Provider Claims, other than those in a Pending Settlement Action, by notifying Boon in writing of your desire to opt out of arbitration for such Provider Claims, which writing must be dated, signed and delivered by: (1) electronic mail to claims@doingboon.com, or (2) by certified mail, postage prepaid and return receipt requested, or by any nationally recognized delivery service (e.g., UPS, Federal Express, etc.) that is addressed to: 1002 Fargo St Durham NC 27707

In order to be effective, (A) the writing must clearly indicate your intent to opt out of this Arbitration Agreement with respect to Practice Claims that are not part of a Pending Settlement Action, (B) the writing must include the name, phone number, and email address associated with your User Account, and (C) the email or envelope containing the signed writing must be sent within 30 days of the date these Terms is executed by you. Should you not opt out within the 30-day period, you and Boon shall be bound by the terms of this Arbitration Agreement in full (including with respect to Practice Claims that are not part of a Pending Settlement Action). As provided in paragraph 16(h) above, any opt out that you submit shall not apply to any Provider Claims that are part of a Pending Settlement Action and your Provider Claims in any such Pending Settlement Action shall continue to be governed by the arbitration provisions that are contained in the applicable Boon Terms of Use that you agreed to prior to the effective date of these Terms. Cases have been filed against Boon and may be filed in the future involving Provider Claims. You should assume that there are now, and may be in the future, lawsuits against Boon alleging class, collective, and/or representative Provider Claims in which the plaintiffs seek to act on your behalf, and which, if successful, could result in some monetary recovery to you. But if you do agree to arbitration of Provider Claims with Boon under this Arbitration Agreement, you are agreeing in advance that you will bring all such claims, and seek all monetary and other relief, against Boon in an individual arbitration provision, except for the Provider Claims that are part of a Pending Settlement Action. You are also agreeing in advance that you will not participate in, or seek to recover monetary or other relief, for such claims in any court action or class, collective, and/or representative action. You have the right to consult with counsel of your choice concerning this Arbitration Agreement and you will not be subject to retaliation if you exercise your right to assert claims or opt- out of any Provider Claims under this Arbitration Agreement. (j) Optional Pre-Arbitration Negotiation Process. Before initiating any arbitration or proceeding, you and Boon may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by you and Boon. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.

17. Confidentiality

You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Boon’s business, operations and properties, information about a User made available to you in connection with such User’s use of the Platform, which may include the User’s name, general location, contact information and necessary healthcare licenses as required by law for practicing and photo (“Confidential Information”) disclosed to you by Boon for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Boon in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Boon with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Boon or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Boon; becomes known to you, without restriction, from a source other than Boon without breach of these Terms by you and otherwise not in violation of Boon’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to Boon to enable Boon to seek a protective order or otherwise prevent or restrict such disclosure.

18. Relationship with Boon

(a) Relationship with Provider. As a Provider on the Platform, you acknowledge and agree that you and Boon are in a direct business relationship, and the relationship between the parties under these Terms is solely that of independent contracting parties. You and Boon expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Boon; and (2) no joint venture, franchisor- franchisee, partnership, or agency relationship is intended or created by these Terms. You have no authority to bind Boon, and you undertake not to hold yourself out as an employee, agent or authorized representative of Boon. Boon does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of Services, your acts or omissions, or the services to you provide to or on behalf of a Practice. You retain the sole right to determine when, where, and for how long you will utilize the Platform. You retain the option to accept or to decline or ignore a Practice’s request for Services via the Platform, or to cancel an accepted request for Services via the Platform, subject to Boon’s then-current cancellation policies. A Practice, and not Boon, shall have right to require you to wear a uniform or specific type of clothing and colors consistent with other employees and contractors it uses in the ordinary course of its business. You acknowledge and agree that you have complete discretion to provide Services or otherwise engage in other business or employment activities.

(b) Relationship with Practitioner. For 180 days after the end of any service, the Practice must only use Boon to engage any Provider formerly placed by Boon through use of the Platform. All payments between Practice and Provider must be processed through Boon for services performed as a result of use of the Platform and for a period of 365 days thereafter. A Provider may seek express written permission from Boon to allow payment by alternative means for a specific invoice or payment if the Provider intends to issue proceedings or pursue legal action against the Practice. Payment (or attempt of) by Practice and acceptance therefor by Provider outside of Boon is a breach of these Terms unless the prior express written consent of Boon has been obtained. Such payment (or attempt of) and may lead to temporary and/ or permanent suspension of a User’s account and the Users will be liable for any loss of business and legal expenses that Boon may incur in recovering such lost fees. To the extent Practice intends to hire a Provider in a W-2 or any type of employment capacity outside of the Platform, it may do so provided it obtain Boon’s express prior written consent and pay Boon a fee up to but not exceeding $10,000 USD.

19. Other Services

In addition to connecting Providers with Practices, the Platform may enable Users to provide or receive additional goods or services from other third parties (collectively, the “Other Services”). You understand and that the Other Services are subject to the terms and pricing of a third-party. If you choose to purchase Other Services through the Platform, you may be transferred to such third-party’s website or payment processor or you authorize Boon to charge your payment method on file according to the pricing terms set by the third-party provider. You agree that Boon is not responsible and may not be held liable for the Other Services or the actions or omissions of the third-party provider. Such Other Services may not be investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Other Services accessed through the Platform.

20. General

Except as provided in Section 16, these Terms shall be governed by the laws of the State of North Carolina without regard to choice of law principles. This choice of law provision is only intended to specify the use of North Carolina law to interpret these Terms and is not intended to create any other substantive right to non- North Carolinians to assert claims under North Carolina law whether by statute, common law, or otherwise. If any provision of these Terms is or becomes invalid or non- binding, the parties shall remain bound by all other provisions of these Terms. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of these Terms. You agree that these Terms and all incorporated agreements may be automatically assigned by Boon, in our sole discretion by providing notice to you. Except as explicitly stated otherwise, any notices to Boon shall be given by certified mail, postage prepaid and return receipt requested to Boon at 1002 Fargo Street, Durham North Carolina, 27707. Any notices to you shall be provided to you through the Platform or given to you via the email address or physical you provide to Boon during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. These Terms sets forth the entire understanding and agreement between you and Boon with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.