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Terms of services

WePair Health Inc. Website Terms of Use
Last Updated: August 1, 2023

Acceptance of the Terms of Use
These terms of use are entered into by and between you ("you" or "user") and WePair Health
Inc. ("Company", "we", or "us"). The following terms and conditions, along with any documents
they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to
and use of, including any content, functionality, and services offered on or
through (the "Website"), whether as a guest or a registered user.
Before using the Website, please read the Terms of Use carefully. Participation on this Website
is voluntary. Any information, personal or otherwise, provided on this Website is at your own
initiative. You may discontinue participation at any time. Information posted or submitted to
the Website is subject to these Terms of Use and our Privacy Policy, found at [Privacy Policy
link], which is incorporated herein by reference. If you do not agree to these Terms of Use or
the Privacy Policy, you must not access or use the Website.
Changes to the Terms of Use
We may revise these Terms of Use and the Privacy Policy at our sole discretion without notice.
You are responsible for regularly reviewing them. All changes are effective when posted. Your
continued use of the Website following the posting of revised Terms of Use means you accept
and agree to the changes.
Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or material we
provide on the Website, in our sole discretion without notice. We will not be liable if any part of
the Website is unavailable at any time or for any period. Occasionally, we may restrict access to
some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for:
 Making arrangements necessary for you to have access to the Website.
 Ensuring that all persons who access the Website through your internet connection are
aware of these Terms of Use and comply with them.
To access the Website or some resources it offers, you may be asked to provide certain
registration details or other information. It is a condition of your use of the Website that all the
information you provide on the Website is correct, current, and complete. You agree that all
information you provide to register with this Website or otherwise, including but not limited to
the use of any interactive features on the Website, is governed by our Privacy Policy, and you
consent to all actions we take with respect to your information consistent with our Privacy
If you choose, or are provided with, a username, password, or any other piece of information as
part of our security procedures, you must treat such information as confidential, and you must
not disclose it to any other person or entity. You acknowledge that your account is personal to
you and agree not to provide any other person with access to this Website or portions of it
using your username, password, or other security information. You agree to notify us

immediately of any unauthorized access to or use of your username or password or any other
breach of security. You also agree to ensure that you exit from your account at the end of each
session. You should use caution when accessing your account from a public or shared computer
so that others are not able to view or record your password or other personal information.
We have the right to disable any username, password, or other identifiers, whether chosen by
you or provided by us, at any time in our sole discretion for any or no reason, including if, in our
opinion, you have violated any provision of these Terms of Use.
Intellectual Property Rights
The Website and its entire contents, features, and functionality (including but not limited to all
information, software, text, displays, images, video, and audio, and the design, selection, and
arrangement thereof) are owned by the Company, its licensors, or other providers of such
material and are protected by United States and international copyright, trademark, patent,
trade secret, and other intellectual property or proprietary rights laws.
These Terms of Use permit you to use the Website for your business use as it pertains to your
relationship with the Company and for your personal, non-commercial use only. You must not
reproduce, distribute, modify, create derivative works of, publicly display, publicly perform,
download, store, or transmit any of the material on our Website, except as necessary for
viewing the Website on a browser.
If you print, copy, modify, download, or otherwise use or provide any other person with access
to any part of the Website in breach of the Terms of Use, your right to use the Website will
cease immediately and you must, at our option, return or destroy any copies of the materials
you have made. No right, title, or interest in or to the Website or any content on the Website is
transferred to you, and all rights not expressly granted are reserved by the Company. Any use
of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use
and may violate copyright, trademark, and other laws.
The Company name, the Company logo, and all related names, logos, product and service
names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You
must not use such marks without the prior written permission of the Company. All other
names, logos, product and service names, designs, and slogans on this Website are the
trademarks of their respective owners.
Prohibited Uses
You may use the Website only for lawful purposes and in accordance with these Terms of Use.
You agree not to use the Website:
 In any way that violates any applicable federal, state, local, or international law or
 To send, knowingly receive, upload, download, use, or re-use any material that does not
comply with the Content Standards set out in these Terms of Use.
 To transmit, or procure the sending of, any advertising or promotional material,
including any "junk mail", "chain letter", or "spam", or any other similar solicitation.

 To impersonate or attempt to impersonate the Company, a Company employee,
another user, or any other person or entity.
 To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of
the Website, or which, as determined by us, may harm the Company or users of the
Website or expose them to liability.
Additionally, you agree not to:
 Use the Website in any manner that could disable, overburden, damage, or impair the
site or interfere with any other party's use of the Website, including their ability to
engage in real-time activities through the Website.
 Use any robot, spider, or other automatic devices, processes, or means to access the
Website for any purpose, including monitoring or copying any of the material on the
 Use any manual process to monitor or copy any of the material on the Website or for
any other unauthorized purpose without our prior written consent.
 Use any device, software, or routine that interferes with the proper working of the
 Introduce any viruses, trojan horses, worms, logic bombs, or other material that is
malicious or technologically harmful.
 Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of
the Website, the server on which the Website is stored, or any server, computer, or
database connected to the Website.
 Attack the Website via a denial-of-service attack or a distributed denial-of-service
 Otherwise attempt to interfere with the proper working of the Website.
User Contributions
The Website may contain message boards, chat rooms, personal web pages or profiles, forums,
bulletin boards, and other interactive features (collectively, "Interactive Services") that allow
users to post, submit, publish, display, or transmit to other users or other persons (hereinafter,
"post") content or materials (collectively, "User Contributions") on or through the Website.
Any User Contribution you post to the site will be considered non-confidential and non-
proprietary. By providing any User Contribution on the Website, you grant us and our affiliates
and service providers, and each of their and our respective licensees, successors, and assigns
the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third
parties any such material for any purpose/according to your account settings.
You represent and warrant that:
 You own or control all rights in and to the User Contributions and have the right to grant
the license granted above to us and our affiliates and service providers, and each of
their and our respective licensees, successors, and assigns.
 All of your User Contributions do and will comply with these Terms of Use.
You understand and acknowledge that you are responsible for any User Contributions you
submit or contribute, and you, not the Company, have full responsibility for such content,
including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User
Contributions posted by you or any other user of the Website.
Monitoring and Enforcement; Termination
WePair Health, Inc. reserves the right to:
1. Remove or Refuse User Contributions: We may remove or refuse to post any User
Contributions at our sole discretion for any or no reason.
2. Take Necessary Action: We may take any action we deem necessary or appropriate if
we believe that a User Contribution violates the Terms of Use, infringes any intellectual
property right or other right, threatens the safety of users or the public, or could create
liability for the Company.
3. Disclose User Information: In cases where a third party claims that a User Contribution
violates their rights, we may disclose your identity or other information about you.
4. Legal Action and Cooperation with Law Enforcement: We may take legal action or
cooperate with law enforcement authorities for any illegal or unauthorized use of the
5. Terminate or Suspend Access: Your access to the Website may be terminated or
suspended at any time, for any or no reason, including violation of these Terms of Use.
By using the Website, you waive and hold harmless the Company from any claims resulting
from any action taken by the Company as a result of its investigations and any actions taken as
a consequence of investigations by either the Company or law enforcement authorities.
Content Standards
User Contributions must comply with all applicable laws and regulations. They must not:
 Contain defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful,
or inflammatory material.
 Promote sexually explicit material, violence, discrimination, or illegal activities.
 Infringe upon intellectual property or other rights.
 Violate any person's rights to privacy and publicity.
 Deceive or mislead others.
 Impersonate or falsely represent affiliation with any person or organization.
Copyright Infringement
WePair Health, Inc. adheres to the Digital Millennium Copyright Act of 1998. If you believe your
copyright has been infringed on the Website, please provide a notice of infringement to the
designated contact.
Reliance on Information Posted
Information on the Website is for general purposes only. WePair Health, Inc. does not warrant
the accuracy, completeness, or usefulness of this information. Any reliance you place on such
information is strictly at your own risk.
Changes to the Website

We may update the Website's content from time to time, but its content is not necessarily
complete or up-to-date.
Information About You and Your Visits to the Website
All information we collect on the Website is subject to our Privacy Policy.
Links from the Website
Links to third-party websites or resources are provided for convenience only. WePair Health,
Inc. is not responsible for the contents of those sites or resources.
Geographic Restrictions
WePair Health, Inc. is based in the United States. The Website is provided for use only by
persons located in the United States.
Disclaimer of Warranties
The Website is provided on an "as is" and "as available" basis. WePair Health, Inc. disclaims all
warranties of any kind, whether express or implied.
Limitation on Liability
WePair Health, Inc. will not be liable for any damages arising from the use of the Website or
any websites linked to it.
You agree to defend, indemnify, and hold harmless WePair Health, Inc. from any claims arising
out of or related to your use of the Website or violation of these Terms of Use.
Governing Law and Jurisdiction
These Terms of Use are governed by the laws of the State of Kansas. Disputes arising from
these Terms will be resolved in the courts of Johnson County, Kansas.
Disputes may be subject to binding arbitration under the American Arbitration Association's
Limitation on Time to File Claims
Claims related to these Terms of Use must be filed within one year after the cause of action
Waiver and Severability
No waiver of these Terms of Use by WePair Health, Inc. shall be considered a continuing waiver.
If any provision is deemed invalid, other provisions remain in effect.
Entire Agreement

These Terms of Use and our Privacy Policy constitute the entire agreement between you and
WePair Health, Inc. regarding the Website.

WePair Health Inc Terms of Service
Last Updated: August 1, 2023

Please read these Terms of Service ("Terms") thoroughly before using the services provided by
WePair Health Inc. ("WePair Health," "we," "us," or "our").
Interpretation and Definitions
Interpretation: Words with their initial letters capitalized are defined under the following
conditions. These definitions apply regardless of whether they appear in singular or plural form.
Definitions: In the context of these Terms:
 Affiliate: Refers to an entity that controls, is controlled by, or is under common control
with a party, where "control" means ownership of 50% or more of the shares, equity
interest, or other securities entitled to vote for election of directors or other managing
 Country: Refers to California, United States.
 Company: Refers to WePair Health Inc., based in Pasadena, CA.
 Device: Any device capable of accessing the Service, such as a computer, a cellphone, or
a digital tablet.
 Service: The Website operated by WePair Health Inc.
 Third-party Social Media Service: Services or content (including data, information,
products, or services) provided by a third party that may be displayed, included, or
made available by the Service.
 Website: The WePair Health website, accessible from
 You: The individual accessing or using the Service, or the company or legal entity on
behalf of which such individual is accessing or using the Service.
These Terms govern your use of our Service and form an agreement between you and WePair
Health. By accessing or using the Service, you agree to these Terms.
You confirm that you are over the age of 18. WePair Health does not permit those under 18 to
use the Service.
Your use of the Service is also conditioned on your acceptance of our Privacy Policy, outlining
our practices concerning personal information.
Links to Other Websites
Our Service may feature links to third-party websites or services not owned or controlled by
WePair Health. We are not responsible for the content, privacy policies, or practices of any
third-party websites or services.

We may terminate or suspend your access to the Service immediately, without prior notice, for
any breach of these Terms.
Limitation of Liability
Our liability is limited to the greatest extent permitted by law. We shall not be liable for any
indirect, incidental, or consequential damages arising from your use of the Service.
The Service is provided "AS IS" and "AS AVAILABLE," without warranties of any kind. We
disclaim all warranties, express or implied, regarding the Service.
Governing Law
These Terms are governed by the laws of the State of Delaware, United States, excluding its
conflict of law rules.
Disputes Resolution
If you have concerns or disputes about the Service, you agree to first attempt to resolve the
dispute informally by contacting WePair Health.
Severability and Waiver
If any provision of these Terms is unenforceable or invalid, the remaining provisions will
continue in effect. Failure to exercise a right or enforce an obligation under these Terms does
not waive the ability to do so later.
Translation Interpretation
If these Terms have been translated, the original English version takes precedence in case of
Changes to These Terms
We reserve the right to modify these Terms at any time, with reasonable notice of significant
Contact Us
For questions about these Terms, contact us at

Welcome to WePair Health, Inc.!
Our Mission
WePair Health, Inc. is dedicated to connecting highly skilled healthcare professionals with
healthcare organizations in a mutually beneficial manner. Our web-based platform, accessible
through our website, acts as a marketplace where healthcare organizations ("Companies") can
connect with independent healthcare professionals ("Talent") for a range of staffing and
advisory services. These services include project-based staffing, interim and permanent staffing,

and strategic advisory services. In this Terms of Service, references to "Company," "you," or
"your" mean anyone accessing our site, whether as an individual or on behalf of an
Contract Agreement
By clicking "Join Now," "Join WePair Health," "Sign Up," or similar, by registering, accessing, or
using our Services, you confirm that you have read, understood, and agree to be bound by
these Terms of Service and WePair Health, Inc.'s Privacy Policy, including our Cookie Policy. This
action forms a legally binding contract with WePair Health, Inc. ("WePair Health") from the date
you first joined, registered, or used WePair Health's Services ("Effective Date").
These Terms of Service govern your use of all WePair Health's websites, including and its subdomains, as well as other online properties, mobile applications,
and social media sites linked to these Terms.
If you're using the Site or Services on behalf of an employer or another entity, you represent
that you have the authority to bind that entity and its affiliates to these Terms of Service.
If you do not agree to these Terms of Service, please do not click "Join Now" (or similar) and do
not access or use our Services. You can terminate this contract anytime by closing your account
and ceasing to use our Services.
Terms of Service Construction
All Users
WePair Health's site and Services cater to three main groups: WePair Health itself, Companies,
and Talent. While these are our general Terms of Service, specific rights and responsibilities are
outlined in each section of the Terms. Each party's applicable sections are indicated in italics
below the section headings. For instance, if a section applies only to Companies but not Talent,
"Company" will be listed. If all parties are bound by the Terms, "All Users" will be indicated.
The headings and table of contents in these Terms of Service are for convenience only and do
not affect the interpretation of any provisions.
Changes to Our Terms of Service
All Users
WePair Health, Inc. may update our Terms of Service, Privacy Policy, Cookie Policy, or other
parts of this contract periodically. New Terms supersede prior versions. We will notify you
through our Services or other means of any significant changes. These changes are not
retroactive. Continued use of our Services after the effective date of revised terms implies your
acceptance of the new Terms of Service.
Accessing the Platform & Account Security
To access the WePair Health platform or resources, you may need to provide registration
details and other information. It's crucial that the information you provide is accurate, current,
and complete. By using the platform, you agree that all information you provide is governed by
our Privacy Policy, and you consent to all actions we take with your information consistent with
this policy.
We may use third-party service providers for various services related to our operations and the
platform. By using our platform, you acknowledge and agree to WePair Health, Inc.'s use of
such third-party service providers.

If you are provided with login credentials, such as a username and password, as part of our
security procedures, you must treat this information as confidential and not disclose it to
anyone else. Your account is personal, and you should not provide access to the platform or any
part of it using your credentials to others. You should immediately notify us of any
unauthorized access or security breach.
Service Eligibility
The WePair Health platform and services are available only to users (defined below) who can
legally enter into contracts under applicable law. By using the platform or services, you
represent and warrant that you are at least eighteen (18) years of age.
WePair Health offers its platform for use by individuals located in the United States who are
authorized to work in the US under applicable laws. Our servers and operations are based in the
United States. We do not claim that the platform or its content is accessible or suitable outside
of the United States. Access to the platform and services may not be legal for certain individuals
or in certain countries. If you access the platform from outside the United States, you do so at
your own initiative and are responsible for compliance with local laws.
The WePair Health platform is a web-based marketplace that connects healthcare organizations
(referred to as "Companies") seeking healthcare professionals and workforce services with
independent healthcare professionals (referred to as "Talent") for various services, including
project-based staffing, interim and permanent staffing, project-based contracting, and strategic
advisory services ("Services"). Both Companies and Talent may be referred to as "User" or
"Users" in these Terms of Service.
Service Agreements and Obligations
At WePair Health, we are committed to delivering services as outlined in mutually agreed-upon
orders, purchase orders, statements of work, or other formal agreements. In cases where these
specific agreements conflict with our general Terms, the specifics of the individual order will
take precedence.
Roles and Company Visibility
To effectively promote available roles within our healthcare marketplace, we may use your
company's name, logo, industry, and general location in our postings, unless a different
arrangement is specified in our agreement.
Direct Hire Services
WePair Health is dedicated to providing comprehensive sourcing and recruiting services to help
companies fill vacancies through direct hire of talented healthcare professionals. Our
responsibilities include:
 Vetting candidates based on the company's specified role requirements.
 Ensuring compliance with relevant laws and regulations.
 Handling the collection of payments as per agreed terms.
In utilizing our Direct Hire Services, companies are expected to:
 Define the scope of services and type of talent engagement.
 Conduct final talent selection and necessary background checks.
 Uphold company policies and provide necessary access and supervision to hired talent.
 Fulfill payment obligations timely, as outlined in our terms or specific agreements.

Replacement Policy for Direct Hire Services
If a talent's engagement ends within 60 calendar days of hiring and all fees are settled, we offer
a replacement service at no extra cost, subject to certain conditions and provided the full Direct
Hire fee has been paid timely.
Temporary Assignment Services
WePair Health, Inc. specializes in offering comprehensive Temporary Assignment Services to
businesses in need of short-term staffing solutions. These services include:
 Sourcing and vetting talent based on your specific role requirements.
 Conducting standard criminal background checks through third-party vendors.
 Handling payments and ensuring prompt remuneration to talent.
 Adhering to all relevant federal, state, and local laws and regulations.
 Supporting both companies and talent in resolving any disputes.
Our goal is to facilitate efficient temporary staffing processes while ensuring seamless
integration of talent into your business operations.
Responsibilities of Companies in Temporary Assignments
When engaging talent for temporary assignments through WePair Health, companies are
expected to:
 Define the scope of services and the type of talent engagement.
 Make independent decisions regarding the selection of talent.
 Provide talent with necessary company policies, standards, and resources.
 Oversee talent's work, maintaining responsibility for business operations and security.
 Ensure the safety of your work environment and sensitive information.
 Notify the talent's employer of record about the end of assignments in a timely manner.
 Fulfill financial obligations to WePair Health promptly, in line with agreed terms.
It's important to note that WePair Health facilitates staffing without establishing an employer-
employee relationship with either the company or the talent.
Independent Contractor Services by WePair Health
WePair Health also provides services for companies seeking to engage talent as Independent
Contractors. These services include:
 Assisting in identifying and vetting suitable talent.
 Providing access to a pool of qualified candidates.
 Handling tax-related processes for U.S.-based talent.
 Managing financial transactions and ensuring compliance with legal standards.
 Offering support in resolving disputes between parties.
Companies’ Responsibilities in Independent Contractor Engagements
In engaging talent as Independent Contractors through WePair Health, companies must:
 Determine the specific nature of services and type of engagement.
 Independently select and negotiate contract terms with talent.
 Ensure compliance with legal standards in talent classification.
 Conduct necessary background checks and provide company policies to talent.
 Supervise the delivery of services, adhering to company policies and procedures.

WePair Health's services are designed to simplify the connection between healthcare
organizations and independent talent while ensuring legal compliance and operational
Taxes and Independent Contractor Services at WePair Health
For tax purposes, WePair Health functions primarily as a third-party processor and is not
responsible for withholding or remitting taxes on behalf of talent. This includes income, payroll,
Social Security, and other tax obligations, as well as insurance contributions like unemployment
or disability insurance. WePair Health files 1099K forms with the IRS for Independent
Contractor talent based in the U.S.
Conversion Fee
WePair Health charges a Conversion Fee for companies opting to transition talent from
Independent Contractor or Temporary Assignment roles to direct placements. This fee is
calculated as a percentage of the talent’s annualized compensation, including bonuses and
commissions, as detailed in each Order.
Off-Platform and Subscription Services
WePair Health offers specific services independently of its Platform and Site. Companies can
engage these services through separate agreements. Additionally, WePair Health provides
Subscription Services under different terms and conditions, which are outlined in individual
Invoicing and Payments
WePair Health issues invoices for its various services, including Direct Hire, Temporary
Assignment, and Independent Contractor Services. Companies are expected to settle invoices
promptly, adhering to the payment terms specified in the Order. Disputes over invoices must
be communicated to WePair Health within the designated timeframe.
Failure to Pay and Past Due Accounts
Companies failing to meet their payment obligations may face modified terms, service
termination, legal actions, or involvement of third-party collection agencies. Past due accounts
accrue interest and fees, and accounts delinquent for over 90 days may lead to legal
Terms and Termination
WePair Health’s Terms of Service remain binding as long as an account is active. Specific
services are governed by Orders detailing the service’s duration and termination procedures.
Either party may terminate an Order with notice, and provisions related to arbitration,
indemnification, and confidentiality survive the termination of an Order or account.
Circumvention and Confidential Information
Circumvention of WePair Health’s Platform for payments or services is prohibited and subject
to penalties. Users are expected to protect and not disclose confidential information obtained
through WePair Health.
Exclusivity, Community Standards, and No Harassment Policy
Users agree to exclusive use of WePair Health’s Platform during the Exclusivity Period and to
adhere to community standards and a harassment-free policy. Users must conduct themselves
professionally and ethically while using WePair Health’s services.
Usage Restrictions

As a user of WePair Health's Site and Platform, you are expected to adhere to certain standards
of conduct to maintain the integrity and security of the service. Your agreement to these
guidelines is essential for a positive experience for all users. Please note that the following list
of prohibited actions is not exhaustive:
1. Misrepresentation: Avoid falsely representing yourself as a member or agent of WePair
2. Appropriate Use: Use the Site and Platform solely for their intended purposes.
3. Business Interference: Do not manipulate service pricing or disrupt business
relationships established through WePair Health.
4. Legal Compliance: Abide by all applicable laws, including those related to intellectual
property, data protection, and privacy.
5. Account Integrity: Refrain from creating or maintaining multiple active accounts.
6. Respectful Interaction: Avoid defamatory, harassing, abusive, or threatening behavior
towards other users.
7. Content Standards: Do not post or distribute objectionable content, including
defamatory, libelous, or racially insensitive material.
8. Privacy Respect: Solicit personal information only with express consent and never from
9. Impersonation and Fraud: Impersonating others or engaging in fraudulent activities is
strictly prohibited.
10. Marketing Practices: Unsolicited advertising, spamming, or junk mail to other users is
not allowed.
11. Data Harvesting: Refrain from collecting user information without consent.
12. Platform Integrity: Do not tamper with the Site's or Platform's security features.
13. Technical Interference: Avoid any activity that could harm the operation of the Site or
14. Unauthorized Access: Do not attempt to access parts of the Site or Platform without
proper authorization.
15. Responsible Communication: Ensure email communications comply with all relevant
permissions and laws.
16. Automated Access: Refrain from using automated means to access the Site or Platform
for unauthorized purposes.
17. Malicious Software: Do not upload viruses or harmful code to the Site or Platform.
18. Content Manipulation: Avoid disguising the origin of content transmitted through the
Site or Platform.
19. Network Interference: Do not disrupt the Site's or Platform's networks or disobey their
20. Unauthorized Endorsement: Avoid falsely indicating a relationship or endorsement by
WePair Health.
21. Cyber Attacks: Do not engage in attacks like denial-of-service assaults on the Site.
22. Non-Interference: Ensure your actions do not hinder the Site's or Platform's proper
WePair Health reserves the right to take necessary actions, including providing feedback,
suspending, or terminating access to the Site and Services, to enforce these standards.

Intellectual Property Rights of WePair Health Content
All Users of WePair Health's Site and Platform are bound by intellectual property laws
protecting the content available on these platforms. This includes, but is not limited to:
 Text, software, scripts, graphics, photos, sounds, music, videos, and interactive features.
 The exclusive property of WePair Health or its licensors.
 The prohibition of copying, modification, distribution, selling, or exploitation of the
content without explicit permission from WePair Health.
The content is provided for personal, non-commercial use only. Unauthorized use may infringe
upon intellectual property rights and lead to legal action. The WePair Health logo and other
trademarks are the exclusive property of WePair Health, and their use is strictly regulated.