Shift Backup Service Agreement

This Agreement supplements the Terms of Service and governs your use of Shift Backup, HomeCareAtlas's peer-to-peer shift marketplace for licensed home care agencies.

1. Definitions

• Posting Agency — the agency that creates and publishes a shift request seeking coverage from a partner agency.
• Filling Agency — the agency that nominates one of its caretakers to fill a Posting Agency's shift.
• Nomination — a Filling Agency's proposal of a specific caretaker for a specific shift.
• Acceptance — the Posting Agency's approval of a Nomination, after which the shift is considered filled.
• Platform Fee — the percentage-based fee charged by HomeCareAtlas on each filled shift.

2. Eligibility

To use Shift Backup, you must:

• Be a licensed home care agency in good standing in your state of operation.
• Have completed Shift Backup onboarding, including designating your service counties and certifications.
• Maintain current general liability insurance, workers' compensation coverage, and professional liability insurance.

3. Roles and Responsibilities

3.1 Posting Agency Responsibilities

• Ensure you have your client's informed consent (or legal authority) to engage a partner agency's caretaker for coverage.
• Provide accurate shift details, including date, time, location, clinical information, and safety information (including DNR status).
• Review all Nominations carefully before accepting. You are responsible for verifying that the nominated caretaker meets your client's needs.
• Pay the agreed-upon rate plus the Platform Fee within the payment terms.

3.2 Filling Agency Responsibilities

• Only nominate caretakers who hold active, valid state registration (e.g., HCA registration in California) and all certifications required by the shift.
• Ensure nominated caretakers have current background checks, TB tests, and all compliance documentation required by law.
• The Filling Agency remains the employer of record for the nominated caretaker. You are responsible for payroll, taxes, workers' compensation, and supervision.
• Promptly notify the Posting Agency and HomeCareAtlas if a confirmed caretaker becomes unavailable.

3.3 HomeCareAtlas's Role

HomeCareAtlas operates the matching technology, payment processing, and communication infrastructure. We are not a party to the care relationship between the Posting Agency, the Filling Agency, and the client. We do not employ, supervise, or direct any caretaker.

4. Shift Matching and Acceptance

1. The Posting Agency publishes a shift. The neighborhood and shift details (but not the client's full address) are shared with eligible Filling Agencies.
2. Filling Agencies may nominate a caretaker from their roster. The Posting Agency reviews nominations and accepts or declines each one.
3. Upon acceptance, the client's full address and entry instructions are shared with the Filling Agency.
4. Either party may cancel a confirmed shift, subject to Section 6 (Cancellation Policy).

5. Payment and Fees

• Caretaker Pay Rate: Set by the Posting Agency. The Filling Agency may propose a different rate in their Nomination. The final rate is the one agreed upon at Acceptance.
• Platform Fee: HomeCareAtlas charges a 9% fee on the total caretaker pay for each filled shift. This fee covers payment processing, matching technology, and platform support.
• Payment Timing: The Posting Agency is invoiced upon shift completion. Payment is due within 14 days of the invoice date.
• Filling Agency Payout: The Filling Agency receives the caretaker pay amount (minus any applicable processing fees) within 5 business days of the Posting Agency's payment.

6. Cancellation Policy

• More than 4 hours before shift: Either party may cancel without penalty.
• Less than 4 hours before shift: The cancelling party may be charged a cancellation fee equal to 2 hours of the shift's base pay rate.
• No-show: If a confirmed caretaker does not appear for a shift without prior cancellation, the Filling Agency may be charged a no-show fee and may be subject to account suspension.

7. Liability and Insurance

The Filling Agency's caretaker operates under the Filling Agency's employment, supervision, and insurance. The Filling Agency is responsible for any claims, injuries, or damages caused by or to their caretaker during the shift.

The Posting Agency is responsible for ensuring a safe work environment and for communicating all relevant client information (mobility, cognition, DNR status, fall risks, etc.) to the Filling Agency.

Each party agrees to maintain the following minimum insurance coverage:

• General liability: $1,000,000 per occurrence / $2,000,000 aggregate
• Professional liability (errors & omissions): $1,000,000 per occurrence
• Workers' compensation: as required by state law
• Auto insurance (if driving is required): state minimum

HomeCareAtlas may request proof of insurance at any time. Failure to maintain required coverage may result in suspension from Shift Backup.

8. Confidentiality and Client Privacy

Both the Posting Agency and the Filling Agency agree to keep all client information confidential and to use it solely for the purpose of providing care during the covered shift. Client information must not be shared with unauthorized parties, retained after the shift is complete, or used for marketing or solicitation.

Both parties must comply with all applicable privacy laws, including HIPAA where applicable.

9. Non-Solicitation of Caretakers

During the term of this Agreement and for 12 months after, neither the Posting Agency nor the Filling Agency shall directly solicit, recruit, or hire any caretaker of the other party who was introduced through Shift Backup, without the other party's written consent.

10. Non-Solicitation of Clients

Your clients stay yours. This is a core principle of Shift Backup. The Filling Agency, its employees, contractors, and caretakers shall not, during the term of this Agreement and for 12 months after the last shift filled for a given client:

• Directly or indirectly solicit, contact, or market services to any client of the Posting Agency who was introduced or made known through Shift Backup.
• Accept a care relationship with any such client, even if the client initiates contact, without the Posting Agency's prior written consent.
• Use any client information obtained through Shift Backup (name, address, care needs, schedule, family contacts) for any purpose other than providing care during the covered shift.

The Filling Agency is responsible for ensuring that its caretakers understand and comply with this obligation. A violation by a caretaker is treated as a violation by the Filling Agency.

10.1 Remedies for Client Solicitation

If HomeCareAtlas determines, after investigation, that a Filling Agency or its caretaker has solicited or accepted a Posting Agency's client in violation of this section:

• Immediate suspension from the Shift Backup network, pending review.
• Liquidated damages of $5,000 per incident, payable to the Posting Agency. Both parties agree this amount is a reasonable estimate of the harm caused by client diversion and is not a penalty.
• Permanent removal from Shift Backup for repeat or egregious violations.

The Posting Agency may report suspected client solicitation to trust@homecareatlas.com. HomeCareAtlas will investigate and respond within 5 business days.

11. Dispute Resolution Between Agencies

Disputes between a Posting Agency and a Filling Agency (e.g., quality of care, missed shifts, payment disputes) should first be resolved directly between the parties. If resolution cannot be reached within 14 days, either party may request HomeCareAtlas mediation by contacting support@homecareatlas.com.

HomeCareAtlas may, at its discretion, suspend either party's Shift Backup access pending dispute resolution.

12. Termination

Either party may stop using Shift Backup at any time by updating their profile settings. Outstanding payment obligations survive termination. HomeCareAtlas may suspend or remove any agency from Shift Backup for violation of these terms, safety concerns, or repeated cancellations/no-shows.

13. Limitation of Liability

HomeCareAtlas's total liability under this Agreement is limited to the Platform Fees you paid in the 12 months preceding the claim. We are not liable for the actions, omissions, or negligence of any Posting Agency, Filling Agency, or caretaker.

14. Contact

Questions about Shift Backup terms? Contact us at legal@homecareatlas.com.