Last Revised: 02-January-2022
When you interact with the Platform, we may automatically collect certain information about your device, including information about your web browser, IP address, time zone, and some of the cookies that are installed on your device. Additionally, as you use the Platform, we may collect information about the individual web pages that you view, what websites or search terms referred you to the Platform, and information about how you interact with the Platform. We refer to this automatically collected information as "Device Information."We collect Device Information using the following technologies:
Additionally, we may collect certain personal information that you provide to us or Client(s) via the Platform from time to time, such as your name or email address.
You are under no obligation to provide us with personal information of any kind, however your refusal to do so may prevent you from using certain features of the Platform.
We and our service providers use personal information for our legitimate business purposes, including those specifically described below. We engage in these activities to manage our contractual relationship with you, to comply with a legal obligation and/or because we have a legitimate business interest.
We use the personal information that we collect generally to fulfill any requests made through the Platform. Additionally, we use personal information to communicate with you, personalize your experience on the Platform, and, when in line with the preferences you have shared with us, provide you with information or advertising relating to Wolf and/or Client(s), which may include their products or services.
We use the Device Information that we collect to help us screen for potential risk and fraud (in particular, your IP address), and more generally to improve and optimize the Platform (for example, by generating analytics about how our users browse and interact with the Platform.
Your personal information may be stored and processed in any country where we have facilities or in which we engage service providers, and by using the Platform you consent to the transfer of information to countries outside of your country of residence, including the United States, which may have data protection rules that are different from those of your country. In certain circumstances, courts, law enforcement agencies, regulatory agencies or security authorities in those other countries may be entitled to access your personal information.
If you no longer wish to receive communications (including, without limitation, email and SMS/MMS messages) from us, you may opt-out by emailing us at email@example.com. If you no longer wish to receive communications (including, without limitation, email and SMS/MMS messages) from a third party (including Client(s)), you are responsible for contacting the third party directly.
We will retain your personal information for as long as needed or permitted in light of the purpose(s) for which it was obtained. The criteria used to determine our retention periods include the length of time we have an ongoing relationship with you, when we have a legal obligation to which we are subject, or as advisable in light of legal requirements.
We use administrative, technical and physical security measures to help protect your personal information. While we have taken reasonable steps to secure the personal information you provide to us, please be aware that despite our efforts no security measures are perfect or impenetrable and no method of data transmission can be guaranteed against any interception or other type of misuse. Any information disclosed online is vulnerable to interception and misuse by unauthorized parties. Therefore, we cannot guarantee complete security if you provide personal information to us.
The Platform is not intended for individuals under 18 years of age. We do not knowingly solicit information from or market to individuals under 18 years of age. If you become aware of any data we have collected from individuals under 18 years of age, please contact us using the contact information provided below.
Under the California Consumer Privacy Act of 2018 ("CCPA"), Wolf is a "service provider" of the applicable Client(s), which may be a "business" covered by the CCPA. As a "service provider", Wolf processes your personal information in order to provide its services to the Client(s), and in order to facilitate your interactions with the Client(s). To learn more about rights that you may have under the CCPA, such as the right to request information about the types of your personal information that has been collected, the right to request that your personal information be deleted, and the right to opt-out of the sale of your personal information, please contact the applicable Client(s).
Wolf and the Platform comply with the CCPA and other applicable laws. If you'd like to make a request to Wolf regarding your personal information, please contact us by e-mail at firstname.lastname@example.org, and we will try to accommodate your request unless we are prevented from doing so as a result of applicable law or a significant legitimate interest of Wolf. Please also note that, depending on the nature of your request, the fulfillment of your request may hinder or prevent Wolf's ability to provide you with certain features and functionalities of the Platform.
For more information about our privacy practices, if you have questions, or if you would like to make a complaint, please contact us by e-mail at email@example.com or by mail using the details provided below:
One Wolf Inc., 450 Lexington Avenue, New York, NY 10017
Effective Date: November 19, 2021
Each professional agrees to the public terms on Rocket Locums’s website (“Terms”), which are modified from time-to-time. The below Professional Terms of Service (the “Professional Terms”) are additional terms by and between Rocket Locums and each Professional. For the avoidance of any doubt, capitalized terms not otherwise defined herein shall have the meanings given to them in the Terms.
Account Registration and Suspension
To accept Engagements (defined below) through the Site, Professional shall have registered an account with Rocket Locums through the Site. Professional may suspend his or her account at any time using the account settings page or by contacting Rocket Locums using the “Contact Us” link on the website provided that Professional has no outstanding Service Contracts (as defined below). Rocket Locums may suspend Professional’s account at any time with notice to Professional. If Professional’s account is suspended, such account will no longer appear on the Site as visible to the public, but such suspension will not terminate these Professional Terms or any outstanding Offer or Service Contract (defined below).
Professional may from time to time accept engagements presented to him or her through the Site to perform Professional Services for Clients (each, an “Engagement”) either as a Locums or as a regular hire. For each Engagement, the Professional and a Client shall be responsible for determining, as applicable (i) Professional’s fees for his or her Professional Services (the “Provider Fees”) and any travel and lodging expenses, (ii) Professional’s work schedule and coverage assignments, (iii) malpractice insurance coverage and (iv) other details related to the Professional Services, all of which shall be set forth in an offer presented either to Professional by Client or from the Client to the Professional (the “Offer”). To facilitate an Offer by a Client or the Professional, Rocket Locums may suggest potential matches. Such potential matches may include a listing of a Provider Fee associated with Professional. The Professional may be allowed to provide such a listed Provider Fee.
For purposes of these Professional Terms, “Service Contract” means the binding agreement established between Client and Professional upon acceptance of the Offer. Professional agrees that a Service Contract is created when the Offer is accepted – electronic or otherwise. Where the Professional has otherwise delegated user access to another individual, Professional further agrees that such a user has authority to enter into such a Service Contract on behalf of the Professional.
Professional hereby acknowledges that (i) Rocket Locums is not collecting, exacting, charging or receiving a fee, in cash or in kind, from Professional for procuring, or attempting to procure, or assisting to procure employment, work or a situation of any kind for Professional, (ii) Rocket Locums may direct Professional to Clients that have requested that they be regularly introduced to professionals with qualifications like Professional’s, and (iii) Rocket Locums may promote Professional to Clients, even if such Clients have not posted job listings for applicants similar to Professional.
For Engagements, Professional shall prepare and submit to Rocket Locums through the Site such complete, timely, accurate and legible documentation as may be requested by Rocket Locums to reflect the performance of the Professional Services in such form and containing such detail as requested by Rocket Locums in accordance with the Rocket Locums Policies (as defined below) and applicable Laws (as defined below). Rocket Locums shall use such documentation to report a time sheet for Professional (the “Time Sheet”) to a corresponding Client.
Professional agrees to be paid via a secure electronic bank transfer system known as the automated clearing house (ACH). Rocket Locums uses a service from Plaid to connect Professional and Client bank accounts and a service from Stripe to facilitate the transfers between Professional and Client. In accepting these terms and conditions, Professional also agrees to applicable terms and conditions by Plaid and Stripe.
Rocket Locums shall arrange for Professional Time Sheets to be reported to a Client. Once a Time Sheet is verified by a Client, funds can be transferred into Professional’s bank account Payments shall be made to Professional within fourteen (14) days of such Client’s approval of the Time Sheet.
Professional acknowledges that payment is being made directly by the Client through Stripe’s payment processing platform to Professional. Professional acknowledges that payment is not routed through Rocket Locums. If a Client fails to meet financial obligations for Professional Services performed by Professional, Physician acknowledges that Rocket Locums is in no way responsible. Professional acknowledges that his or her sole recourse concerning such payment is through Client.
Rocket Locums Professional Liability Coverage
Rocket Locums offers occurrence-based medical malpractice insurance to cover the Professional Services rendered by Professionals on behalf of Clients pursuant to these Professional Terms and any Service Contract (the “Rocket Locums Professional Liability Coverage”). The Rocket Locums Professional Liability Coverage shall be provided through the Rocket Locums group policy and shall be with limit amounts of not less than one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) annual aggregate. Notwithstanding any professional errors and omissions coverage that may be available, Professional shall hold Rocket Locums and Clients harmless from the same. Rocket Locums’s obligation to arrange for the Rocket Locums Professional Liability Coverage for Professional is conditional upon (i) Professional’s cooperation in completing, verifying and providing accurate and complete underwriting and licensing information to Rocket Locums and (ii) a Client’s election to make its own arrangements to provide Professional with professional errors and omissions coverage. Rocket Locums will not provide any other insurance coverage including, but not limited to, any workers compensation insurance, general liability insurance or any other insurance other than the Rocket Locums Professional Liability Coverage.
Relationship of Professional and Rocket Locums
Professional understands that Rocket Locums is providing a service to Professionals and Clients by, among other things, initially matching such a Professional and Client for a Service Contract and then facilitating payment parameters of such a Service Contract. In providing such a service, Professional understands that he or she is operating as an independent contractor of a Client – not of Rocket Locums.
Rocket Locums shall neither have nor exercise any control or direction over the professional judgment, decision-making, or methods by which Professional performs Professional Services. As an independent contractor of a Client, Professional shall be responsible for his or her own medical decisions and actions and shall indemnify Rocket Locums and hold Rocket Locums harmless from any and all claims, damages, losses, liabilities, settlements, attorneys’ fees and expenses (collectively “Claims”) not covered by Professional’s professional liability insurance coverage that are incurred by Rocket Locums arising out of, in connection with, or as a result of Professional rendering or failing to render Professional Services, including Claims that Professional’s negligence, in whole or in part, caused the loss.
These Professional Terms are not intended to create, nor shall be deemed or construed to create, any relationship between Professional and Rocket Locums other than that of independent parties contracting with each other for the purpose of effecting the provisions of these Professional Terms. Professional agrees that he or she (i) is an independent contractor (not an employee or other agent) solely responsible for the manner in which he or she performs the Professional Services, (ii) is solely responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of any sort, and (iii) is not entitled to participate in any employee benefit plans, group insurance arrangements or similar programs of Rocket Locums. Rocket Locums does not pay or provide for social security, workers compensation, unemployment insurance, or health insurance with regard to Professional and shall not be responsible for withholding for, or contributing to, employment taxes or benefits of any type for Professional.
A Form 1099 will be issued to Professional for income reporting purposes for Engagements. The 1099 will be issued by Client – not Rocket Locums.
Professional shall not be required to subscribe for any publications or incidental services or contribute to the cost of Rocket Locums’s advertising. To the extent Professional fails to be credentialed and/or fails to obtain the necessary privileges in question, for any reason, Rocket Locums shall have no obligations to Professional as set forth herein. Rocket Locums shall not be responsible for a Client’s failure to properly credential and/or provide privileges to Professional for any reason.
Professional Standards and Qualifications
Professional shall comply with (i) all policies, procedures and guidelines of Rocket Locums (the “Rocket Locums Policies”), each as may be adopted or amended by Rocket Locums from time to time; (ii) all federal, state and local laws, regulations and orders (collectively, the “Laws”) applicable to these Professional Terms, any Service Contract, and the Professional Services; and (c) all standards of the applicable licensing boards, certifying authorities or professional specialty boards having jurisdiction from time to time over the Professional (collectively, the “Boards”).
As appropriate, Professional (i) is and shall remain licensed to practice medicine in the states in which from provides Professional Services, (ii) has and shall maintain an unrestricted federal Drug Enforcement Administration registration and (iii) has and shall maintain any and all other licenses, permits, registrations, or other certifications as required by applicable Laws to provide the Professional Services.
In providing the Professional Services, Professional shall exercise the degree of skill, diligence and knowledge normally possessed by members of the same profession in the states in which Professional provides the Professional Services and conform to the standards of care of such states.
Professional shall not use illegal drugs or perform the Professional Services while impaired by alcohol or any chemical substance or an illness or condition that would materially impact Professional’s ability to provide Professional Services.
Professional shall remain eligible for professional errors or omissions coverage for the Professional Services.
Representations and Warranties
Professional represents, warrants and covenants that, except as provided to Rocket Locums in writing, the following are true as of the Effective Date and remain true until these Professional Terms have been terminated pursuant to its terms.
Professional has never had a license, permit, registration, or other certification relevant to Professional’s provision of professional services in any state suspended, revoked or restricted;
Professional has never been reprimanded, sanctioned or disciplined by any licensing boards, certifying authorities or professional specialty boards having jurisdiction from time to time over Professional;
Professional has never been excluded or suspended from participation in, or sanctioned by, any Government Health Care Program or other third party payor programs;
Professional has not been denied membership and/or reappointment to the medical staff of any hospital or health care facility, or had such medical staff membership or clinical privileges suspended, limited, or revoked for a medical disciplinary cause or reason; and
Professional is eligible for professional errors or omissions coverage.
Professional shall notify Rocket Locums in writing immediately upon the occurrence of any one or more of the following events:
Billing and Collections
All fees billed by Clients for Professional Services rendered by Professional pursuant to an Engagement shall be and remain the property of such Clients. Clients shall have the sole and exclusive right to bill and collect from any and all third-party payors, including Government Health Care Programs, for all Professional Services rendered by Professional while providing Professional Services for such Clients pursuant to an Engagement. Professional hereby irrevocably reassigns to Clients, as applicable, all receivables and collections with respect to the Professional Services. Professional shall comply with all Laws pertaining to Government Health Care Program billing and reimbursement and all requirements of any third-party payors contracting with Clients. Professional shall prepare, execute and deliver to Clients such assignments and/or other documents as may be requested by Clients and necessary or appropriate to effectuate the intent of this Section 10, including, without limitation, Form CMS-855R.
Professional acknowledges and agrees that Rocket Locums has provided to Professional a valued service in presenting Professional to Clients. In return, to the extent consistent with applicable state law, Professional shall not solicit or accept either a temporary engagement or regular position directly with a Client, or an Affiliate of a Client, that was the subject of an Introduction to Professional for a period of two (2) years after the date of the Introduction unless Professional has provided Rocket Locums with written notice at least fifteen (15) business days before Professional provides such services to Client or its Affiliates. For purposes of these Professional Terms, an “Affiliate” of a Client includes, but is not limited to, an organization or person that has any form of direct or indirect business relationship with such Client, any entity comprised of one or more owners of such Client, or any successor to or assignee of such Client. For purposes of these Professional Terms, an “Introduction” shall be deemed to have occurred when Professional or a Client has initiated contact with the other through the Rocket Locums platform, regardless of whether the other responds and regardless of whether such contact occurred through the Site or otherwise.
Termination of Professional Terms
Either Rocket Locums or Professional may terminate these Professional Terms upon thirty (30) days prior written notice to the other party (i) if Professional is not currently providing services pursuant to a Service Contract or (ii) as of the last day of any remaining Service Contract.
Rocket Locums may terminate these Professional Terms immediately, and shall promptly notify Professional of such termination, if there is no Service Contract outstanding and Professional violates (i) Rocket Locums’s Terms, or (ii) the section concerning Professional Standards and Qualifications, the section concerning Representations and Warranties, or the section concerning Notifications of these Professional Terms.
Upon any termination of these Professional Terms, Professional’s account with Rocket Locums shall automatically be suspended and all rights and obligations of the parties shall cease except: (a) those rights and obligations that have accrued and remain unsatisfied prior to the termination of these Professional Terms; and (b) those rights and obligations that expressly survive termination of these Professional Terms.
Revocation of Offer; Termination of Service Contract
Rocket Locums, Client or Professional without Cause. Rocket Locums, Client or Professional may revoke an Offer or terminate the resulting Service Contract (i) without cause prior to the scheduled provision of Professional Services pursuant thereto or (ii) pursuant to the terms of such Service Contract. If Professional terminates a Service Contract without cause within ten (10) calendar days prior to the commencement of Professional Services under such Service Contract, Professional shall be liable to Rocket Locums and/or Client for all damages, including costs, losses, and prejudice, incurred by either Rocket Locums or Client due to Professional’s termination. Such damages may include costs to Rocket Locums or Client of finding a replacement for Professional and amounts incurred by Rocket Locums in processing Professional’s Services, not to exceed $15,000. If Rocket Locums is deemed the prevailing party in an action to enforce its rights under this Paragraph, it may recover its expenses (including reasonable attorneys' fees) incurred in connection with the action and any resulting appeal.
Effect of Revocation or Termination. Upon revocation of the Offer or termination of the resulting Service Contract for any reason, all rights and obligations of Rocket Locums, Client and Professional shall cease except: (i) those rights and obligations that have accrued and remain unsatisfied prior to the revocation of such Offer or termination of such Service Contract; (ii) those rights and obligations that expressly survive termination of such Service Contract; and (iii) as provided in Rocket Locums’s Terms, the Client Agreement or these Professional Terms. For the avoidance of doubt, Rocket Locums shall have no obligation to replace Professional upon termination of an Offer or Service Contract.
Health Insurance Portability and Accountability Act
Rocket Locums and Professional acknowledge that the performance of Rocket Locums’s obligations under these Professional Terms and any Service Contract does not involve the use or disclosure of protected health information, as defined in 45 C.F.R. § 160.103 (“PHI”). Rocket Locums does not create, receive, maintain or transmit PHI on Professional’s behalf. Consequently, Rocket Locums and Professional hereby agree that Rocket Locums is not a “business associate” of Professional for purposes of the federal Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 and the regulations promulgated thereunder.
In addition to any other obligation of Professional otherwise to provide indemnification, Professional agrees to indemnify and hold harmless Rocket Locums, its directors, officers, employees, agents and affiliates from and against any and all Claims arising out of or resulting from any act or omission of Professional, including without limitation (i) execution of these Professional Terms, a Service Contract or performance of an Engagement by Professional, (ii) any breach of these Professional Terms, a Service Contract by Professional; or (iii) Professional rendering or failing to render Professional Services, including Claims arising out of or resulting from Professional’s negligence or willful or reckless misconduct, in whole or in part, without regard to whether or not such Claims are covered by professional liability insurance.
Severability; No Waiver
If any provision of these Professional Terms is held to be contrary to Law, such provision shall be deemed valid only to the extent permitted by Law, and all other provisions shall continue in full force and effect. Rocket Locums’ failure to require performance of any provision shall not affect its right to require performance at any time thereafter, nor shall Rocket Locums’ waiver of any breach or default of these Professional Terms constitute a waiver of any subsequent breach or default.
Binding Contract; Governing Law
These Professional Terms are a binding contract between Rocket Locums and Professional that is enforceable pursuant to and in accordance with the Laws of the State of Texas. Any dispute arising out of these Professional Terms shall be decided by a court of competent jurisdiction in Brazos County, Bryan, Texas. Professional
Successors and Assigns; No Assignment
These Professional Terms shall be binding upon, and shall inure to the benefit of, Rocket Locums and Professional and their respective heirs, legal representatives, successors and assigns. Professional shall not assign or subcontract any of its rights, interests, duties, or obligations under these Professional Terms without the prior written consent of Rocket Locums, which consent may be given or withheld in Rocket Locums’s sole discretion, and any attempted or purported assignment in violation of this Section 18 shall be void.
The subject headings of the sections of these Professional Terms are included for purposes of convenience only and shall not affect the construction of interpretation of any of its provisions.
ARBITRATION; ATTORNEYS FEES
Disputes will be resolved pursuant to the dispute resolution provisions in the Terms.
These Professional Terms, any Offer, any Service Contract, and the Terms constitute the entire agreement between Professional and Rocket Locums relating to and governing Professional’s use of the Site and Rocket Locums’ relationship with Professional, superseding any prior agreements between Professional and Rocket Locums.
All notices or communications required or permitted under these Professional Terms may be made either via (a) e-mail (in which cases such notice shall be deemed given on the date of delivery), (b) by next business day courier service (e.g., Federal Express, UPS or other similar service) (in which case such notice shall be deemed given on the business day following date of deposit with the courier service), or (c) by United States mail, first class, postage prepaid, registered or certified, return receipt requested (in which case such notice shall be deemed given on the third (3rd) day following the date of deposit with the United States Postal Service). Notice to Rocket Locums shall be delivered to Rocket Locums by clicking the “Contact Us” link on the website. Notice to Professional shall be delivered to the e-mail address or physical address provided by Professional to Rocket Locums from time to time.
Rocket Locums may modify these Professional Terms with notice to Professional. Rocket Locums includes the Effective Date of these Professional Terms at the top of these Professional Terms. Such modifications to these Professional Terms shall take effect,and be binding on Professional thirty (30) days after such notification.
Last Updated: November 19, 2021
In addition to the terms and conditions set forth publicly on the Rocket Locums’s website (“Terms,” which are incorporated by reference), these Professional Terms of Service (the “Client Terms”) are additional terms by and between Rocket Locums and each Client. For the avoidance of any doubt, capitalized terms not otherwise defined herein shall have the meanings given to them in the Terms.
Account Registration and Suspension.
To accept Engagements (defined below) through the Site, Client shall have registered an account with Rocket Locums through the Site. Representatives of the Client will create individual accounts by selecting a username and password and associating such accounts with the Client’s organization. Each representative of the Client must be verified as an employee of the Client by either (a) transmitting a photograph of his or her Client-issued identification badge or (b) receiving an invitation to Rocket Locums from a Client representative who has already been verified as an employee of the Client by other means, including, but not limited to, the mechanism described in (a). Client users may suspend his or her individual account at any time using the account settings page or by contacting Rocket Locums using the “Contact Us” link.
Professional may from time to time accept engagements presented to him or her through the Site to perform Professional Services for Client (each, an “Engagement”) either as a Locums or as a regular hire. For each Engagement, Professional and a Client shall be responsible for determining, as applicable (i) Professional’s fees for his or her Professional Services (the “Provider Fees”) and any travel and lodging expenses, (ii) Professional’s work schedule and coverage assignments, (iii) malpractice insurance coverage and (iv) other details related to the Professional Services, all of which shall be set forth in an offer presented either to Professional by Client or from the Client to the Professional (the “Offer”). To facilitate an Offer by a Client or the Professional, Rocket Locums may suggest potential matches. Such potential matches may include a listing of Provider Fee associated with Professional. The Professional may be allowed to provide such a listed Provider Fee.
For purposes of these Client Terms, “Service Contract” means the binding agreement established between Client and Professional upon acceptance of the Offer. Client agrees that a Service Contract is created when the Offer is accepted – electronic or otherwise. Client further agrees that the user of the website working on behalf of the Client has the authority to enter into such a Service Contract for the Client.
Duties of Client
Selection and Engagement of Professional.
Client may from time to time select Professional introduced to Client through the Site to perform Professional Services on behalf of Client for the rates specified in one or more Orders by submitting to Rocket Locums a completed and fully-executed Order. Client may also search for particular Professionals which want to engage. Client shall exercise independent judgment in assessing the professional qualifications of each Professional it seeks to engage and shall be responsible for credentialing each Professional to determine whether each Professional is qualified by training and experience to perform the Professional Services described on the Order. Client acknowledges that Rocket Locums shall have no control as to the means or the quality of the Professional Services furnished by the Professionals, nor shall Rocket Locums have any right or responsibility for making any determinations regarding the Professional’s service engagements, schedule or practice.
Client, in consultation with the Professional, shall be responsible for determining the Professional’s Fees, as well as for determining the Professional’s work schedule, coverage assignments, schedule, number of hours provided, number of patients served and other requirements related to the performance of the Professional Services by the Professional.
Client shall, as necessary and appropriate, provide to the Professionals (A) a reasonable coverage schedule, (B) reasonably maintained, usual and customary equipment and supplies, (C) a suitable practice environment complying with acceptable ethical and procedural standards and (D) as necessary, appropriately trained support staff, all so as to enable the Professionals to perform the Professional Services in their specialty on comparable terms to other practitioners in the same specialty as the Professional. Client shall provide to the Professionals an orientation of Client’s facility and required policies and procedures.
Client shall use its best efforts to assist the Professionals in timely obtaining any hospital or medical staff privileges necessary for the Professionals to provide the Professional Services on behalf of such Client and shall pay all application fees associated with obtaining such privileges.
Client shall bill for, collect and retain all professional fees generated by the Professional Services rendered by Professionals. Client is responsible for obtaining all necessary documentation to permit it to bill for and collect all professional fees generated by the Professional Services rendered by Professionals, including without limitation Form CMS-855R.
Client may, from time to time, post about opportunities to provide Professional Services on behalf of Client on the Site. Consistent with the Terms, Client shall only post true information pertaining to opportunities that are actually available and shall use commercially reasonable efforts to timely remove posts for opportunities that are no longer available. Client agrees that Rocket Locums may use the information from such postings to match with potential Professionals.
Client shall comply, and shall cause all of their employees and agents to comply, with (i) the Laws applicable to the obligations of Client under the Client Terms and any Order and (ii) the Rocket Locums Policies, each as may be adopted or amended by Rocket Locums from time to time.
Notification to Rocket Locums.
If there are any occupational safety hazards or events involving a Professional engaged by Client pursuant to the Client Terms and any Order, or there is any sentinel event or actual or threatened claim arising out of or relating to the acts or omissions of such Professional, such Client shall provide Rocket Locums with written notice of such claim immediately, and in no event, ten (10) days after such Client knew or reasonably should have known of such claim.
Rocket Locums Professional Liability Coverage
Rocket Locums offers the Rocket Locums Professional Liability Coverage to cover the Professional Services rendered by Professionals on behalf of Client pursuant to the Client Terms and any Order. To the extent that liability under any judgment or settlement regarding the performance of Professional Services by a Professional exceeds these coverage limits, Client shall hold Rocket Locums and the Professionals harmless from the same. Rocket Locums’s obligation to arrange for the Rocket Locums Professional Liability Coverage for any Professional is conditional upon such Professional’s cooperation in completing, verifying and providing accurate and complete underwriting and licensing information to Rocket Locums.
Time Sheets and Professional Fees
Client shall be responsible for verifying the Professional’s Time Sheets on at least a monthly basis. Client shall sign, and remit to Professionals the Professional Fees associated with, each Time Sheet within fifteen (15) calendar days of receipt such Time Sheet.
A signed Time Sheet (electronic or otherwise) by a Client shall indicate such Client’s agreement that the applicable Professional properly provided the Professional Services for the stated hours and that such Client will remit the Professional Fees pursuant to the Client Terms and the applicable Order. If a Client has any questions concerning a Time Sheet, such Client must notify Rocket Locums in writing within three (3) business days of such Client’s receipt of such Time Sheet. If such Client does not provide such notice to Rocket Locums, such Time Sheet shall be deemed accurate and valid.
Client shall cooperate with and assist Rocket Locums in the preparation of a Form 1099, which Rocket Locums shall issue to Professionals on behalf of Client for tax reporting purposes.
Client agrees to be paid via a secure electronic bank transfer system known as the automated clearing house (ACH). Rocket Locums uses a service from Plaid to connect Professional and Client bank accounts and a service from Stripe to facilitate the transfers between Professional and Client. In accepting these terms and conditions, Client also agrees to applicable terms and conditions by Plaid and Stripe.
Client acknowledges that Professional Fees are being made directly to the Physician through Stripe’s payment processing platform. Separately, for services rendered through its platform, Client shall pay Rocket Locums (A) a fee equal to [fifteen] percent (%) of the Professional Fees, plus (B) the portion of the Rocket Locums Professional Liability Coverage premium associated with the Professionals providing Professional Services on behalf of such Client (collectively the “Rocket Locums Fees”). Rocket Locums shall invoice Client for the Rocket Locums Fees on a monthly basis. Client shall pay all undisputed invoices within fifteen (15) calendar days after receipt. Interest shall accrue on any late payments at a rate of one-and-one-half percent (1.5%) per month compounded annually, provided however that such interest shall not be greater than the applicable legal maximum rate of interest if lower.
If a Client has reasonable cause to dispute the accuracy of an invoice, such Client shall promptly, but in any case not later than ten (10) calendar days following the receipt of the invoice, notify Rocket Locums in writing of the nature of the dispute through the platform. Such Client may withhold payment of the disputed amount, and such payment will not be considered past due during such Client’s investigation of the dispute. Such Client shall make all commercially reasonable efforts to completely resolve the dispute within thirty (30) calendar days following the date that such Client received the invoice and shall advise Rocket Locums of the results of the completed investigation, and Rocket Locums shall make any adjustments to the invoice mutually agreed to by Rocket Locums and such Client. If Rocket Locums and such Client are unable to resolve the dispute within the period described above, it will be resolved pursuant to the dispute resolution provisions in the Terms.
Client acknowledges and agrees that it shall not collect, or attempt to collect, remuneration of any kind from the Professionals to reimburse or compensate Clients for the Rocket Locums Fees, for the Professional Fees, or otherwise related to Client’s use of the Site or the engagement of the Professionals.
Representations and Warranties
Each Client represents and warrants the following: Such Client has and shall maintain any and all licenses, permits, registrations, or other certifications necessary to perform its obligations under the Client Terms and any Order and to engage Professionals to provide the Professional Services on behalf of such Client; and Such Client has all requisite power and authority, and has taken all corporate action necessary, to agree to the Client Terms and to perform its duties and obligations under the Client Terms.
Relationship of the Parties
Professional understands that Rocket Locums is providing a service to Professionals and Clients by, among other things, initially matching such a Professional and Client for a Service Contract and then facilitating payment parameters of such a Service Contract. In providing such a service, Client understands that the Professionals are operating as an independent contractor of the Client – not of Rocket Locums.
None of the provisions of the Client Terms are intended to create, nor shall be deemed or construed to create, any relationship between Rocket Locums and any Client other than that of independent parties contracting with each other for the purpose of effecting the provisions of the Client Terms. Each Client acknowledges that (i) Rocket Locums and such Client are not and shall not be construed to be in a relationship of joint venture, partnership or employer-employee, (ii) the Professionals are and shall at all times be independent contractors with respect to such Client in their performance of the Professional Services; (iii) the Professionals are not employees, subcontractors, or agents of Rocket Locums for any purpose; (iv) Rocket Locums is not involved in the practice of medicine and does not have any responsibility for the medical acts of the Professionals providing the Professional Services on behalf of such Client pursuant to the Client Terms and an Order; and (iv) no provision of the Client Terms shall be deemed or construed to mean that Rocket Locums or any employee of Rocket Locums is engaged in the practice of medicine.
LIMITATION OF LIABILITY BY ROCKET LOCUMS FOR PROFESSIONAL SERVICES
ROCKET LOCUMS SHALL HAVE NO LIABILITY TO ANY CLIENT FOR ANY INJURY OR LOSS TO ANY PARTY RELATING TO OR IN ANY WAY ARISING OUT OF THE PROFESSIONAL'S PROVISION OF PROFESSIONAL SERVICES ON BEHALF OF A CLIENT PURSUANT TO THE CLIENT TERMS OR ANY ORDER OR FOR ANY ACTIONS OF THE PROFESSIONALS.
Rocket Locums and each Client shall maintain general liability insurance with customary coverage levels. If either Rocket Locums’s or a Client’s coverage is on a claims made basis, then Rocket Locums or such Client shall (i) maintain such insurance for a period of no less than three (3) years after the last Professional provides Professional Services on behalf of such Client pursuant to the Client Terms or (ii) procure equivalent extended reporting period coverage. Within two (2) business days of Rocket Locums’s request at any time, a Client shall provide evidence of such insurance coverage to Rocket Locums. Within two (2) business days of a Client’s request at any time, Rocket Locums shall provide evidence of such insurance coverage to such Client.
Health Insurance Portability and Accountability Act
Rocket Locums and each Client acknowledge that the performance of Rocket Locums’s obligations under the Client Terms does not involve the use or disclosure of PHI. Rocket Locums shall not receive PHI from any Client, nor create, receive, maintain or transmit PHI on any Client’s behalf. Consequently, Rocket Locums and each Client hereby agree that Rocket Locums is not a “business associate” of any Client, as defined in 45 C.F.R. §160.103, for purposes of the federal Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 and the regulations promulgated thereunder.
Non-Solicitation of Rocket Locums Employees
A Client that is a party to an Order shall not, during the term of such Order and for a period of one (1) year thereafter, directly or indirectly, on its own behalf or in the service or on the behalf of others, (i) induce or attempt to induce any director, officer or employees of Rocket Locums to leave Rocket Locums, or (ii) hire, contract or take away or cause to be hired, contracted or taken away any director, officer or employee of Rocket Locums.
In the event that, within two (2) years after a Professional and a Client last communicated via the Site, such Client or any Affiliate of such Client directly (i.e., outside of the Client Terms) employs or retains a Professional introduced to such Client through an Introduction, such Client shall pay to Rocket Locums a reassignment fee equal to fifteen percent (15%) of the Professional’s annualized gross pay for services for the Client or Affiliate of such Client or $50,000, whichever is less (the “Reassignment Fee”). In the event that the Professional is offered a delayed compensation package, which defers compensation beyond a year, annualized pay in the preceding sentence shall consider such delayed compensation as an average of pay over years in which the delayed compensation is paid out. For purpose of illustration of the proceeding, if the Professional receives 1X per year with a 0.5X bonus at 13 months and no further bonus in that year or the next, the annualized pay shall be 1.25X (calculated as 2.5X divided by 2).
The Reassignment Fee shall be due in full on the first (1st) day such Professional performs services for such Client or an Affiliate of such Client in such capacity. Until the Reassignment Fee is paid by such Client, all services provided by such Professional to Client or an Affiliate of Client shall be treated as provided through this Agreement. For purposes of these Client Terms, an “Introduction” shall be deemed to have occurred when a Professional or Client has initiated contact with the other, regardless of whether the other responds and regardless of whether such contact occurred through the Site or otherwise.
In addition to any other obligation of a Client otherwise to provide indemnification, each Client agrees to indemnify and hold harmless Rocket Locums, its directors, officers, employees, agents and affiliates from and against any and all Claims arising out of or resulting from any act or omission of, by or on behalf of Client, including without limitation (i) execution or performance of an Order by, for or on behalf of Client, or (ii) any breach of the Client Terms or an Order by, for or on behalf of Client.