(the "Agreement") is made and entered into between Tap'N'Care Ltd. Toronto, Ontario (" Tap'N'Care " or “We”) and the client/user (the "Client") as of the date Client indicates acceptance of the terms of this Agreement by clicking as indicated below. Client and Tap’N’Care are hereinafter referred to collectively as the "Parties."

Our Services

Tap'N'Care Website and Mobile App (“Mobile App”) is an online venue that connects independent providers of healthcare services (e.g., healthcare facilities, Families, Careers, or healthcare systems) (each a “Client”) with healthcare professionals (e.g., nurses, personal support Worker, medical technicians) (“Healthcare Professional”), for short-term and relief healthcare staffing positions.

Client may submit a request on the Mobile App or through Our website (“Website”) to Tap'N'Care to fill one or more short-term positions (“Position(s)”) for the provision of healthcare services by a Healthcare Professional (“Services” or “Healthcare Services”), including time, dates, location, type of Healthcare Services, and other Client criteria. Through the Tap’N’Care Mobile App, we will receive a Client's request for a Position to be filled and match the Client with a qualified Healthcare Professional.

User Account

Clients are required to create an account and register with Tap'N'Care to use the Mobile App and/or the Website to access the Healthcare Services. When creating an account, clients will be required to provide certain information to establish a username and password.

Electronic Communications

Client hereby: (a) consents to receive communications, including notifications, from Tap'N'Care in an electronic form or via text message or phone call; and (b) understands and agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Tap'N'Care provides to Client electronically satisfy have the same legal effect that such communications in writing would have.

Healthcare Providers

Tap'N'Care. recruits, interviews, selects, employs (and otherwise engages) Healthcare Professionals qualified to provide the Healthcare Services. Tap'N'Care agrees to assign only fully qualified Healthcare Professionals to Client to provide Client with the Healthcare Services Client chooses through the Mobile App or Website from time to time. Healthcare professionals assigned to Client under this Agreement will provide Healthcare Services as directed by Client in compliance with a patient care plan designated by Client. Client agrees to notify Tap’N’Care of any changes or modification to the Services Client needs. Clients will interact with all Healthcare Professionals in a professional manner and comply with all applicable federal, provincial, and local laws and regulations.

Healthcare professionals assigned to Client will possess the necessary licenses, certificates or other applicable permits needed to perform the services requested by Client and that if any such license, certificate or permit is suspended or revoked during the term of this Agreement, Tap'N'Care will remove the Healthcare Professional from their booking app/website. Healthcare Professionals assigned will:

• Not be considered employees of Client
• Be certified healthcare professionals with a certificate from a recognized educational institution in Canada or hold an equivalent nursing diploma from a recognized post-secondary institution outside of Canada;
• Be a registered practical nurse in good standing with the College of Nurses of Ontario; or any of the medical Certified body a registered Healthcare Professional in good standing with the College of Nurses of Ontario; and or all Medical Certified Body
• Have obtained a screening police background check, which is current for at least one (1) year

Removal of Healthcare Professional

Tap'N'Care acknowledges Client’s right to end a Healthcare Professional’s assignment at any time and to request the immediate removal of the Healthcare Professional from the Facility. The Client may exercise one or both rights when a Healthcare Professional’s performance is unacceptable to the Client or the Healthcare Professional performs in a manner that is unlawful, inconsistent with any Client policy or that is otherwise deemed unacceptable to the Client, with a view towards ensuring the comfort and safety of those persons in the care of the Client and Healthcare Professional. Tap'N'Care shall make its best efforts to provide a replacement Healthcare Professional in a timely manner

Payment. Client shall pay Tap'N'Care an administrative fee of

(a) 20% on the total amount charged for Completed Work if Monies Owed are processed through a credit card on file

(b) 30% if alternative payment arrangements (cheques) are negotiated.

(c) Client shall provide Tap'N'Care with a pre-authorized credit card to satisfy all Monies Owed to Tap'N'Care

(d) Tap'N'Care will charge all Monies Owed to the Client’s credit card within 48 hours of the Completed Work and a receipt for the same will be issued (the “Receipt”).

(e) Any discrepancy or dispute related to the Receipt must be conveyed within 5 days of receiving the same.

(f) In the event the Monies Owed cannot be satisfied by the credit card provided, Tap'N'Care will contact the Client to provide another credit card. If another credit card is not immediately provided, or is provided and cannot satisfy the full amount of Monies Owed, the Client will be considered past due and a fee of 3% per month will be charged on the full amount of the Monies Owed until they are paid.

(g) Monies Owed will be supported by pertinent time sheets or other agreed upon records documenting time worked by Healthcare Professional. h) In the event Tap'N'Care fails to pay Monies Owed when due, or otherwise breaches its obligations under this Agreement, Tap'N'Care may, by notice to Client, suspend the provision of services to Client until the breach is remedied to Tap'N'Care’ s reasonable satisfaction.

(h) The minimum length for any shift shall be 4 hours.

Privacy

Please refer to our Privacy Policy located at https://icare.megamaxservices.com/privacy-policy for information about how we collect, use, and disclose information, including the account registration information you provide and information we collect as part of the verification process and the Services.Privacy policy

Non-Solicitation

Client acknowledges that Tap'N'Care’ s Healthcare Professional represents an asset of Tap'N'Care. During the Healthcare Professional's employment or engagement with Tap'N'Care. and for a period of 12 months following the termination of the Healthcare Professional's employment or engagement with Tap'N'Care.

Client agrees that it will not, directly or indirectly, induce or attempt to induce any Healthcare Professional to leave the employment of, or terminate services to, Tap'N'Care, or in any way interfere with the relationship between Tap’N’Care. and any Healthcare Professional; provided, that Tap'N'Care may waive this provision and permit Client to hire the Healthcare Professional upon receipt of payment by Client Of a fee in the amount of 30% of the annual salary of such Healthcare Professional or yearly engagement fees received by the Healthcare Professional (the "Conversion Fee").

Cancellation Policy/Overtime/Holiday

The Parties expressly agree that Tap'N'Care cancellation policy shall be in full force and effect. A twenty-four-hour notice is required for Client cancellation. If Client cancels with less than a twenty-four-hour notice, Client agrees to pay a four-hour minimum charge.

Limited License to Use Mobile App and Website

Tap'N'Care Materials

The Mobile App and Website, and all materials contained within or made available through the both, including text, graphics, images, code, designs, icons, photographs, video clips, and written and other materials (but excluding Client Content, as defined below) (collectively, “Tap'N'Care Materials”) are protected by copyright, trademark, trade dress, patent, and/or other intellectual property laws, and unauthorized use of the Website and/or Mobile App and Tap'N'Care Materials may violate such laws and these Terms.

License Grant

The use of the Mobile App and Tap'N'Care Materials are licensed to Client. Subject to Client compliance with these Terms, Tap'N'Care grants Client a limited, non-exclusive, revocable right to install, access, and use the Mobile App and any Tap'N'Care Materials on any mobile device that Client owns to obtain information on and make decisions regarding Healthcare Services.

This license does not allow Client to distribute or make the Mobile App or any Tap'N'Care Materials available over a network or to any other parties.

These Terms also govern any updates or replacements to the Mobile App or Tap'N'Care Materials, unless separate terms accompany such updates or replacements, in which case the separate terms will apply.

Client acknowledges that Tap'N'Care may use the services of third-party contractors, including third-party data centers and cloud providers, in providing the Services using the Mobile App and that the Services, including all data being transmitted, stored, and exchanged regarding the Services and Client use of the Mobile App, are hosted and processed on a network owned and maintained by a third-party service provider.

License Limitations

Client will not do, or authorize or permit any third party to do, any of the following:

• (a) rent, lease, lend, sell, redistribute, sublicense, or otherwise transfer the Mobile App or any Tap'N'Care Materials;
• (b) use the Mobile App or any Tap'N'Care Materials for any purpose other than Clients own use;
• (c) copy, reverse engineer, decompile, disassemble, or attempt to discover the source code for the Mobile App or any Tap'N'Care Materials;
• (d) modify, alter, or create any derivative works of the Mobile App or any Tap'N'Care Materials;
• (e) remove, alter or obscure any copyright, trademark, or other proprietary rights notice on or in the Mobile App or any Tap'N'Care Materials;
• (f) work around any technical limitations in the Mobile App; or
• (g) use the Mobile App or any Tap'N'Care Materials for any purposes for which they are not designed or to develop a similar or competitive product, service, or other offering.

Suspensions

Tap'N'Care may suspend Client access to any portion or all of the Mobile App or Services at any time if Tap'N'Care reasonably determines that:

1. (a) there is a threat or attack (including a denial-of-service attack) on, or a security risk to, the Services or Tap'N'Care or its third party’s hosting network or infrastructure;
2. (b) an event has occurred or is reasonably likely to occur that may create a risk to the Services or the Client;
3. (c) Client is using the Mobile App or our Services for fraudulent or illegal activities or in violation of this Agreement; or
4. (d) if Tap'N'Care is prohibited by an order of a court or other governmental agency from providing any part of the Services. an event has occurred or is reasonably likely to occur that may create a risk to the Services or the Client;

Tap'N'Care WILL HAVE NO LIABILITY FOR ANY DAMAGE, LIABILITIES, LOSSES (INCLUDING ANY LOSS OF DATA OR PROFITS) OR ANY OTHER CONSEQUENCES THAT CLIENT MAY INCUR OR EXPERIENCE BECAUSE OF ANY SERVICE SUSPENSION IN ACCORDANCE WITH THIS PARAGRAPH.

Ownership by Tap'N'Care

Subject to the use rights granted under these Terms, as between the parties, Tap'N'Care owns and retains all right, title, and interest in and to the Mobile App, Website, Tap'N'Care Materials, and the Services, its documentation, and all related intellectual property rights. Except for the rights expressly granted in these Terms, no other rights are granted to Client, whether by implication, estoppel, waiver, or otherwise.

Client Content and License

All content that Clients upload, post, transmit, or otherwise make available through the Mobile App or the Services is referred to as “Client Content.” We do not claim ownership of Client Content.

Client hereby grants to Tap'N'Care a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Client Content that Client submit for the purposes described or implied by these Terms.

Client agrees that Client, not Tap'N'Care, are fully and solely responsible for all of Client Content that Client upload, post, transmit, or otherwise make available through the Mobile App or our Services.

Analytics Data

Notwithstanding anything to the contrary in these Terms, Tap'N'Care may generate, use, transfer, and/or disclose to third parties Analytics Data to perform data analytics; to monitor, enhance, modify, and improve the Mobile App and/or the Services; to develop new tools, products, services, features, and functionality; and for any other lawful purpose. Tap'N'Care owns and retains all rights to Analytics Data, and no rights are granted to Clients, whether by implication, estoppel, waiver, or otherwise in or to any Analytics Data. “Analytics Data” means information gathered, prepared, computed, originated, or stored by Tap'N'Care resulting from the use of the Mobile App or Tap'N'Care Materials or provision of the Services, provided that any such Analytics Data contains no personally identifiable information and is used only in aggregated or de-identified form.

Feedback

Client may from time to time voluntarily provide suggestions, enhancements, recommendations, requests for features or functionality, comments or other feedback (“Feedback”) to Tap'N'Care regarding the Mobile App or our Services. Feedback, even if designated as “confidential” or “proprietary” by Client, will not create any confidentiality or other obligation for Tap'N'Care and Client hereby grant Tap'N'Care a royalty-free, fully paid-up, worldwide, transferable, sublicensable, irrevocable, perpetual license to use such Feedback for any purpose without any compensation or other obligation to Client.

Insurance

During the term of this Agreement, Tap'N'Care shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability insurance and Workplace Safety and Insurance Board insurance, with financially sound and reputable insurers. Upon the Client’s request, Tap'N'Care shall provide the Client with a certificate of insurance from Tap'N'Care insurer evidencing the insurance coverage specified in this Agreement. Tap'N'Care shall provide the client with 20 business day’s advance written notice in the event of a cancellation or material change in Tap'N'Care insurance policies.

Indemnification

Tap'N'Care agrees to indemnify the Client for substantiated liabilities, costs, damages, expenses, including reasonable legal fees which the Client may incur as result of the Services and this Agreement (except to the comparative extent that such claims are a result of the acts of the Client). Without limiting the generality of the foregoing, Tap'N'Care agrees to indemnify and forever save the Client harmless for any Workplace Safety and Insurance Board claims, rate increases and costs of any kind, and any claim related to employment issues, whether union or non-union, which impact or may impact the Client.

Limitation of Liability

IN NO EVENT SHALL Tap'N'Care BE LIABLE TO THE CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT Tap'N'Care HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL Tap'N'Care AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE FEE PAID OR PAYABLE TO Tap'N'Care PURSUANT TO THIS AGREEMENT.

Notwithstanding anything to the contrary in this Agreement, Tap'N'Care may terminate Client’s use of the Services under this Agreement if Client fails to pay any fees when due hereunder and such failure continues for five (5) business days after Client’s receipt of written notice of nonpayment.

Confidentiality

Both parties may receive information that is proprietary or confidential to the other party or its affiliated companies and their patients, clients, or customers. Both parties agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than performing under this Agreement or as required by law.

No Third-Party Beneficiaries

This Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Choice of Law

This Agreement and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the province of Ontario, and the federal laws of Canada applicable therein without regard to the conflict of law’s provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the province of Ontario.

Tap'N'Care Inc. ("Tap'N'Care ", "we", "us", "our" and terms of similar meaning) take your privacy rights very seriously. We are committed to transparently describing our privacy practices, including how we collect, use, and disclose (a) your personal or personally identifiable information or business information about a Client (if and as applicable) ("Information"); and (b) data we obtain from your activity on the Service ("Data") as part of providing the Service.

We encourage you to read and understand our Terms and Conditions that apply to your particular use of the Service (each being referred to herein as an "Agreement") and this privacy policy ("Privacy Policy") before accessing and/or using the Service. By accepting the applicable Agreement(s) and/or Privacy Policy or accessing and/or using the Service, you expressly consent to our collection, use and disclosure of Information and Data in accordance with this Privacy Policy. This Privacy Policy is incorporated into and subject to each Agreement.

All capitalized terms that are applicable to you that are not otherwise defined herein obtain their meaning from each Agreement.

1. What Information and Data Do We Collect?

1. (a) General. Our primary purpose in collecting Information and Data from you voluntarily is to provide you with a safe, smooth, efficient, and customized experience when using the Service. We will only ask for and collect Information and Data that we consider necessary for achieving this purpose.
2. Information Provided by Users.
   1. You can browse the public facing sections of the Service without telling us who you are or revealing any Information. However, in order to use the Service, you must register for an Account and/or Login. When registering for an Account and/or Login, you must provide Information as requested or where indicated on the Service. At that time, you will no longer be anonymous to us. Where possible, we indicate which fields are required and which fields are optional. In addition, as you use the Service, you may be required, from time to time to share through the Service (either with us or other users) Information, which may include, without limitation:
      1. A. Healthcare Professional: your name, address, phone number, e-mail address, password, photo and/or Verifying Information.
      2. B. Home Care: your name, address, phone number, e-mail address, password, photo and/or Verifying Information
      3. C. Health Care facilities and their Users: The Client’s business name, address, phone number, email address, password, business logo, trademarks and/or Verifying Information and the User’s name, e-mail address, phone number and/or password.
   2. You represent that you have the right and authority or have obtained all necessary consents and approvals to provide any Information, including any Information of another individual or entity, that is provided by you to Tap’N’Care and/or another user through the Service or otherwise.
   3. You always have the option to not provide Information by choosing not to use, access and/or become a user of the Service.
3. You represent that you have the right and authority or have obtained all necessary consents and approvals to provide any Information, including any Information of another individual or entity, that is provided by you to Tap'N'Care and/or another user through the Service or otherwise.
4. If, as a Health Care Professional/ Home Care/Family, you can and do sign up for an Account using a Third-Party Provider Account, we may also get basic Information from your Third-Party Provider Account profile, which may include your name, gender, profile photo and connections.
5. Payment Method. If you have registered for an Account, we may collect your credit card, other payment and/or banking information. If and when you add a credit card, payment method and/or banking information to an Account, such information and your Information may be shared with our third-party payment processor(s). We do not store credit card, other payment and/or banking information on our servers.
6. User Feedback. We may collect ratings and review Information from other users of the Service. Such ratings and reviews are made in accordance with each Agreement.
7. How Do We Use Information and Data?
   1. We may use Information to determine your eligibility to have an Account and/or be given a Login and be a user of the Service. We may also use your Information and Data to provide to you the license to use the Service, to provide you with access to and use of the Service; communicate with you, either directly or through one of our partners, including for marketing and promotional purposes; to improve our marketing and promotional efforts; to advise of pricing and Service related updates; facilitate transactions and payments; resolve service disputes; troubleshoot problems; inform you about online and offline offers, products, services, events and updates; to analyze usage of the Service; to improve our content, service and product offerings; deliver information to you that, in some cases, is relevant to your interests; customize your experience, the content, layout and services; detect and protect us against error, fraud and other criminal activity; enforce each Agreement; provide you with system or administrative messages; and/or as otherwise described to you at the time of collection. These uses improve the Service and better tailor it to meet your needs, to provide you with a smooth, efficient, safe and customized experience while using the Service.

Our Disclosure of Information and Data

1. General Disclosure. We may share your Information and Data with third parties only in the ways that are described in this Privacy Policy, each Agreement and in accordance with your consent. We will not share, sell, or rent your Information and Data to third parties without your explicit consent.
2. Sharing Between Users. Clients/Users /Families and Healthcare professionals that have been connected for a Booking may be able to see basic Information about each other, including, as applicable, names, photos, ratings, Verifying Information, and any other Information added to a user profile or to a Posting. Clients/Users and Caregivers may also be able to share Information with each other through Communication Channels available through the Service (as further outlined in each Agreement).
3. Anonymized Aggregated Data. We may aggregate and anonymize Data and use and disclose it for a variety of purposes, including analytics. However, in these situations, we do not disclose any Information.
4. Public Areas of the Service. User activities in the public areas of the Service may be identifiable to an Account and/or Login (username), and all or certain users of the Service may be able to see your published content.
5. Laws and Jurisdictions. Notwithstanding anything to the contrary in this Privacy Policy, we may preserve or disclose Information and Data if we believe that it is reasonably necessary to comply with a law, regulation, or legal request; to protect the safety of any person; to address fraud, security or technical issues; or to protect our or any other person’s or entity’s rights or property. However, nothing in this Privacy Policy is intended to limit any legal defenses or objections that you may have to a third party’s, including a government’s, request to disclose your Information and Data
6. Sale of Business. We may disclose Information and Data to the acquiror or its agents during the sale of our business. If we do this, the disclosure will be subject to confidentiality arrangements customary in such transactions.
7. Storing and Processing Information and Data. In some cases, Information and Data that we collect may be stored or processed outside of Canada. When that occurs, we continue to protect the Information and Data with appropriate safeguards and data export requirements, but it may be subject to the legal jurisdiction of those countries and governmental authorities in those countries.
8. Subsidiaries, Affiliates and Service Providers. We may use the services of affiliates, subsidiaries and/or unrelated service providers (collectively, “Third Parties") in connection with our provision of the Service, including, without limitation, for the processing of payments, off premise data hosting and communication services. We may disclose your Information and Data to the Third Parties during our use of their services. We take care to use Third Parties that we believe are reputable and capable of performing the services we require of them, including, without limitation, the handling of confidential information and Information and Data and the compliance with all applicable laws. 4. Correcting and Updating Information and Data You may review, delete, and update your Information through your Account and/or Login or by contacting us, to ensure it is accurate and complete on the Service.

Information and Data Retention

1. General Retention Policy. We keep Information and Data for as long as it is required for the purposes for which it was collected, which is determined in our sole discretion, in accordance with the applicable laws. Notwithstanding the foregoing, we may periodically de-identify (a) Information from collected Data in unused Accounts and Logins; and (b) unnecessary Information from Data collected elsewhere on and/or through the Service. Subject to the terms and conditions of this Privacy Policy and applicable law, except for aggregated Data, we may delete unused Accounts and Logins and the Information and Data associated with them.
   1. Termination of Account and/or Login. If your Account and/or Login is terminated, we may deactivate it, but we may retain your Information and Data for a certain period and disclose it in a manner consistent with our practices under this Privacy Policy.

Communication Preferences

You can always unsubscribe from our commercial and promotional emails, but we may still send you communications relating to the applicable Account and/or Login and use of the Service.

Children’s Privacy

The Service is not intended for children under the age of eighteen (18). Tap’N’Care does not target its Service to children under eighteen (18). Tap’N’Care does not intentionally or knowingly collect Information and Data from children under the age of eighteen (18) and does not knowingly allow such persons to use the Services.

Security

Each Account and/or Login is protected by a password for your privacy and security. You must prevent unauthorized access to an Account and/or Login by selecting and protecting your password appropriately and limiting access to your device. We strive to protect your Information and Data by putting in place a range of technical and organizational measures to safeguard and secure the Information and Data we receive from you, including without limitation, security technologies. We are continuously utilizing security measures to protect your Information and Data from unauthorized access or against loss, misuse, or alteration. Despite our efforts, we cannot guarantee the security of any Information and Data. Unauthorized entry or use, hardware or Service failure and other factors, may compromise the security of Information and Data at any time.

Other Information and Data Collectors

Except as otherwise expressly included in this Privacy Policy, this document only addresses the use and disclosure of Information and Data we collect from you. To the extent that you disclose Information and Data to other parties through the Service, different rules may apply to their use, collection and disclosure of Information and Data. Since we do not control the Information and Data use, collection, or disclosure policies of third parties, you are subject to their privacy policies. We encourage you to ask questions before you disclose Information and Data to others.

Changes to This Privacy Policy

Tap'N'Care may amend this Privacy Policy from time to time. The use of Information and Data we collect is subject to the Privacy Policy and each Agreement in effect at the time the Information and Data is used. If we make any material changes in the way we use Information and Data you provide to us, we will notify you by (a) posting a notice on the Service; (ii) sending you an email at the address registered on the applicable Account and/or Login or provided in your Registration Data; and/or (iii) otherwise notifying you pursuant to the notice or modification provisions in the applicable Agreement. You are bound by any changes to the Privacy Policy and the applicable Agreement when you use the Service after such changes have been first posted, subject to the terms and conditions of each Agreement, as applicable.

Questions?

It is our goal to make our privacy practices easy to understand. If you have questions, concerns or if you would like more detailed information, please email us at support@tapncare.com. or

Address

Hudson’s Bay Centre
2 Bloor Street East, Suite 3500
Toronto, Ontario M4W 1A8