Terms of Service

ScrubUP Healthcare Staffing Platform

These Terms of Service govern your access to and use of the ScrubUP platform. We have designed them to protect both Healthcare Professionals and Facilities, ensure legal compliance, maintain platform integrity, and define the rights and obligations of all parties clearly.

By downloading, installing, accessing, or using the ScrubS mobile application or any related services (collectively, the "Platform"), you ("User," "you," or "your") agree to be legally bound by these Terms of Service ("Terms"), our Privacy Policy, and any additional guidelines or policies incorporated herein by reference. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, YOU MUST IMMEDIATELY CEASE ALL USE OF THE PLATFORM AND DELETE THE APPLICATION FROM YOUR DEVICE. These Terms constitute a binding legal agreement between you and ScrubUP, LLC ("ScrubUP," "we," "us," or "our"). Your continued use of the Platform following any modification to these Terms constitutes your acceptance of those changes.

"Healthcare Professional" means any individual who registers on the Platform as a nurse, physician, respiratory therapist, allied health worker, or other licensed or certified medical personnel seeking shift opportunities. "Facility" or "Hospital Admin" means any healthcare entity, hospital, clinic, long-term care facility, or healthcare organization that uses the Platform to post open shifts and engage Healthcare Professionals. "Shift" means a discrete, time-limited work engagement posted by a Facility and accepted by a Healthcare Professional via the Platform. "Platform Fee" means the service charge retained by ScrubUP on each completed Shift, as disclosed at the time of engagement. "Gross Misconduct" means any act of dishonesty, fraud, patient endangerment, criminal conduct, violation of HIPAA, or material breach of these Terms. "Credentials" means any license, certification, continuing education record, background check result, or other professional qualification required or requested by ScrubUP or a Facility.

3.1 Age Requirement. You must be at least 18 years of age to create an account or use the Platform. By registering, you represent and warrant that you are 18 or older. 3.2 Professional Eligibility. Healthcare Professionals must hold all required active, unrestricted professional licenses, certifications, and credentials valid in the jurisdiction where each Shift is performed. Facilities must be legally organized and licensed healthcare entities in good standing under applicable state and federal law. 3.3 Accurate Information. You agree to provide true, accurate, current, and complete information during registration and to update such information promptly if it changes. Providing false or misleading information is grounds for immediate account termination and may expose you to civil or criminal liability. 3.4 Account Security. You are solely responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to notify ScrubUP immediately at support@ScrubUP.com if you suspect any unauthorized access to or use of your account. ScrubUP shall not be liable for any loss or damage arising from your failure to protect your account credentials. 3.5 One Account Per Person. Healthcare Professionals may maintain only one account. Creating multiple accounts to circumvent suspensions, ratings, or platform policies is strictly prohibited and will result in permanent termination of all accounts. 3.6 Account Approval. ScrubUP reserves the right to approve, deny, or revoke any account registration at its sole discretion, with or without cause, and without liability to you.

4.1 No Employment Relationship. HEALTHCARE PROFESSIONALS USING THE PLATFORM ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES, AGENTS, PARTNERS, OR JOINT VENTURERS OF ScrubUP OR OF ANY FACILITY. Nothing in these Terms or on the Platform shall be construed to create an employer-employee, principal-agent, or joint venture relationship between ScrubUP and any Healthcare Professional. 4.2 Control of Work. Healthcare Professionals retain the right to accept or decline any Shift and control the manner in which professional services are performed, subject to the clinical protocols and policies of the Facility where the Shift is performed. 4.3 Tax Obligations. As an independent contractor, you are solely responsible for all federal, state, and local income taxes, self-employment taxes, and any other taxes or assessments arising from compensation received through the Platform. ScrubUP will issue IRS Form 1099-NEC to qualifying Healthcare Professionals as required by law. ScrubUP does not withhold taxes on your behalf. 4.4 Benefits Disclaimer. As an independent contractor, you are not entitled to receive from ScrubUP any employee benefits, including but not limited to health insurance, retirement benefits, paid time off, workers' compensation (in states where contractors are excluded), or unemployment insurance. 4.5 Workers' Compensation. Healthcare Professionals are responsible for obtaining their own workers' compensation coverage where required by law. ScrubUP shall not be liable for any workplace injury sustained during a Shift.

5.1 License & Credential Maintenance. You agree to maintain active, valid, unrestricted licenses and certifications required to perform each Shift, and to immediately notify ScrubUP if any license is suspended, restricted, revoked, or subject to pending disciplinary action. Any falsification of credentials is a federal offense and grounds for immediate termination. 5.2 Background Checks. You consent to ScrubUP conducting, or arranging for the conduct of, background checks, including criminal history checks, Office of Inspector General (OIG) exclusion list checks, System for Award Management (SAM) checks, sex offender registry checks, and professional license verification checks, at any time during your use of the Platform. You authorize ScrubUP to disclose background check results to Facilities as required. A finding of exclusion from federal healthcare programs will result in immediate and permanent account termination. 5.3 HIPAA Compliance. You agree to comply fully with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), and all applicable state privacy laws. You shall not access, use, disclose, or transmit any Protected Health Information ("PHI") except as minimally necessary to perform your duties during a Shift. Any unauthorized use or disclosure of PHI must be reported to ScrubUP within 24 hours of discovery. 5.4 Professional Standards of Care. You agree to perform all Shifts in accordance with the applicable standard of care for your profession and specialty, the clinical policies and protocols of the Facility, and all applicable federal, state, and local laws and regulations. ScrubUP expressly disclaims any liability for clinical decisions made by Healthcare Professionals during Shifts. 5.5 Professional Liability Insurance. Healthcare Professionals are strongly encouraged to maintain professional liability (malpractice) insurance with a minimum limit of $1,000,000 per occurrence / $3,000,000 aggregate. ScrubUP does not provide professional liability coverage for Healthcare Professionals. 5.6 Shift Commitment. Once you accept a Shift, you are contractually committed to appearing and performing. Cancellations must be made at least 48 hours before the Shift start time except in documented medical or family emergency. Repeated cancellations or no-shows may result in account suspension or termination and may trigger financial penalties as described in Section 9. 5.7 Conduct at Facilities. You agree to comply with all Facility policies, including dress codes, sign-in procedures, infection control protocols, and workplace behavior standards. You shall report to the designated supervisor upon arrival and shall not leave the Shift early without Facility authorization. 5.8 Drug & Alcohol. You shall not report to or perform any Shift while under the influence of alcohol, illegal drugs, or any controlled substance that impairs your ability to perform clinical duties safely. Violation of this provision constitutes Gross Misconduct and grounds for immediate and permanent account termination.

6.1 Licensing & Compliance. Facilities represent and warrant that they are duly licensed healthcare entities, compliant with all applicable accreditation standards (e.g., Joint Commission, CMS), and authorized to engage per-diem and contract healthcare staffing. 6.2 Accurate Shift Postings. Facilities agree to post accurate, complete, and non-discriminatory shift information, including required credentials, duties, pay rates, and working conditions. Facilities shall not post fictional or speculative shifts. 6.3 Safe Working Environment. Facilities are solely responsible for providing a safe work environment compliant with OSHA standards, applicable state workplace safety laws, and Facility-specific protocols. ScrubUP shall have no liability for any injury or illness sustained by a Healthcare Professional at a Facility. 6.4 Non-Discrimination. Facilities shall not discriminate against any Healthcare Professional on the basis of race, color, national origin, sex, gender identity, sexual orientation, religion, age, disability, veteran status, or any other protected characteristic under applicable law. 6.5 Direct Hiring Prohibition. Facilities agree not to directly hire, solicit, or engage any Healthcare Professional introduced to them through the Platform for a period of twelve (12) months following the last Shift worked through ScrubUP, without paying ScrubUP a referral fee equal to 20% of the first year's annualized compensation. Violation of this provision entitles ScrubUP to seek injunctive relief and liquidated damages. 6.6 Timely Confirmation. Facilities agree to review applications and confirm or decline Healthcare Professionals within the timeframe specified in each posting. Failure to do so may result in Facility account suspension.

7.1 Platform Fee. ScrubUP charges a Platform Fee on each completed Shift. The applicable fee rate is disclosed to both Facilities and Healthcare Professionals at the time of each Shift agreement and may vary based on Shift type, duration, specialty, and geographic market. ScrubUP reserves the right to modify its fee structure with 30 days' prior notice. 7.2 Payment Processing. All payments are processed through ScrubUP's designated third-party payment processor. By using the Platform, you agree to the payment processor's terms of service and privacy policy. ScrubUP does not store full payment card numbers on its servers. 7.3 Payment Timelines. Healthcare Professionals shall receive payment within the timeframe specified at the time of Shift acceptance, which shall in no event exceed fourteen (14) calendar days following Shift completion and verification, unless disputed in accordance with Section 7.6. 7.4 Chargebacks & Disputes. If a Facility initiates a chargeback or payment dispute, ScrubUP reserves the right to suspend payment to the Healthcare Professional pending resolution. If a chargeback results from a Healthcare Professional's failure to complete a Shift or from fraud, ScrubUP may deduct the charged-back amount from any future payments owed to that Healthcare Professional. 7.5 Taxes on Fees. Platform Fees are exclusive of any applicable sales, use, value-added, or similar taxes, which shall be the responsibility of the party designated by applicable law. 7.6 Payment Disputes. All payment disputes must be submitted in writing to billing@ScrubUP.com within 30 days of the date of the disputed transaction. Disputes submitted after this period will be deemed waived. ScrubUP's determination of any payment dispute shall be final and binding, subject only to arbitration as set forth in Section 16. 7.7 Billing Accuracy. Facilities are responsible for reviewing all invoices within 7 days of receipt. Failure to raise a billing concern within this window constitutes acceptance of the invoice.

8.1 Good-Faith Bids. All bids submitted through the Platform must reflect genuine intent to accept and perform the Shift if selected. Submitting bids to inflate your bidding statistics, manipulate analytics, or engage in any form of bid manipulation is strictly prohibited. 8.2 No Bid Collusion. Healthcare Professionals may not coordinate with other Healthcare Professionals or Facilities to manipulate bid pricing, lock out competitors, or otherwise distort the competitive bidding process. Any such conduct constitutes fraud and may be referred to law enforcement. 8.3 Bid Withdrawal. You may withdraw a bid at any time prior to Facility acceptance without penalty. Once a bid is accepted by a Facility, withdrawal constitutes a cancellation subject to the cancellation policy in Section 9. 8.4 No Circumvention. Users may not attempt to engage one another for shifts discovered through the Platform outside of the Platform's systems ("going around the platform"). Violation of this provision subjects the offending party to the referral fee described in Section 6.5 and may result in account termination.

9.1 Cancellation by Healthcare Professional. Cancellations made more than 48 hours before a Shift start time incur no penalty. Cancellations made within 48 hours of a Shift start time may result in a warning. Cancellations made within 12 hours of a Shift start time may result in a financial penalty of up to $50, account suspension, or permanent termination, at ScrubUP's discretion. 9.2 No-Shows. Failing to appear for an accepted and confirmed Shift without notifying either ScrubUP or the Facility ("no-show") is a serious breach of these Terms. A first no-show will result in a written warning and temporary suspension. A second no-show will result in permanent account termination. ScrubUP reserves the right to seek indemnification from the Healthcare Professional for any damages incurred by the Facility as a result of a no-show. 9.3 Cancellation by Facility. Facilities that cancel a confirmed Shift within 24 hours of the Shift start time may be subject to a cancellation fee equal to 2 hours of the posted shift rate, payable to ScrubUP, and ScrubUP will use reasonable efforts to compensate the affected Healthcare Professional for reasonable reliance expenses. 9.4 Emergency Exceptions. Documented medical or family emergencies, natural disasters, and other force majeure events (as described in Section 20) may excuse a cancellation or no-show penalty at ScrubUP's sole discretion upon presentation of appropriate documentation.

10.1 Mutual Rating. Following each completed Shift, both the Facility and the Healthcare Professional may rate and review one another. Ratings are based on a 5-star scale and may include written comments. 10.2 Accuracy & Honesty. Reviews must be truthful and based on actual first-hand experience with the rated party. You may not post reviews for Shifts you did not perform or observe. Posting false, defamatory, or retaliatory reviews is prohibited and may result in account termination and legal action. 10.3 Rating Impact. Your aggregate rating is visible to other Platform users and may affect your eligibility for future Shifts. ScrubUP reserves the right to remove accounts with a sustained rating below 3.0 stars after reasonable notice and opportunity to improve. 10.4 Review of Disputed Ratings. You may request that ScrubUP review a specific rating that you believe violates these Terms by submitting a request to support@ScrubUP.com. ScrubUP's decision on rating disputes is final and not subject to further appeal within the Platform. 10.5 No Retaliatory Reviews. Ratings given in retaliation for a negative rating received, a complaint filed, or any other protected conduct are prohibited and will be removed.

You agree not to, and shall not permit any third party to: (a) Misrepresent your identity, credentials, qualifications, licensure status, work history, or any other material fact on the Platform; (b) Engage in any form of fraud, theft, embezzlement, or financial misconduct in connection with any Shift or payment; (c) Harass, threaten, intimidate, stalk, or engage in discriminatory conduct toward any patient, Facility staff member, Healthcare Professional, or ScrubUP employee; (d) Access or attempt to access another user's account, personal data, or payment information without authorization; (e) Introduce malware, viruses, or other malicious code into the Platform or its infrastructure; (f) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform; (g) Scrape, crawl, or use automated tools to extract data from the Platform without express written consent; (h) Circumvent, disable, or interfere with any security, authentication, or access-control feature of the Platform; (i) Use the Platform for any purpose that violates applicable law, including anti-kickback statutes, Stark Law, False Claims Act, or any state equivalent; (j) Engage in any conduct that could expose patients to harm, abuse, neglect, or exploitation; (k) Post or transmit any content that is defamatory, obscene, hateful, or otherwise objectionable. Violations of this Section may result in immediate account termination, civil liability, and referral to law enforcement.

12.1 ScrubUP Ownership. The Platform, including its design, code, graphics, logos, trademarks, and all content created by ScrubUP, is owned by ScrubUP, LLC and protected by United States and international intellectual property laws. No right, title, or interest in any ScrubUP intellectual property is transferred to you by these Terms. 12.2 Limited License. ScrubUP grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for its intended purpose and in accordance with these Terms. This license immediately terminates upon the termination of your account. 12.3 User Content. By submitting any content to the Platform (including profile information, reviews, photos, or messages), you grant ScrubUP a worldwide, royalty-free, perpetual, irrevocable, sublicensable license to use, reproduce, modify, adapt, publish, translate, and distribute such content in connection with the operation and promotion of the Platform. You represent and warrant that you own or have the right to grant this license and that your content does not infringe any third-party rights. 12.4 Feedback. Any suggestions, ideas, or feedback you provide regarding the Platform may be used by ScrubUP without any obligation or compensation to you.

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ScrubUP DOES NOT WARRANT THAT: (a) THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (b) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (c) THE PLATFORM OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (d) THE QUALITY OF ANY SHIFT, FACILITY, OR HEALTHCARE PROFESSIONAL OBTAINED THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS; OR (e) ANY INFORMATION OR CONTENT ON THE PLATFORM IS ACCURATE, COMPLETE, RELIABLE, OR TIMELY. ScrubUP IS A TECHNOLOGY MARKETPLACE AND IS NOT A HEALTHCARE PROVIDER, STAFFING AGENCY, OR EMPLOYER OF ANY HEALTHCARE PROFESSIONAL. ScrubUP EXPRESSLY DISCLAIMS ALL LIABILITY FOR CLINICAL OUTCOMES, PATIENT SAFETY, OR THE PROFESSIONAL COMPETENCE OF ANY HEALTHCARE PROFESSIONAL ENGAGED THROUGH THE PLATFORM.

14.1 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ScrubUP'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (a) THE TOTAL PLATFORM FEES PAID BY OR TO YOU IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) ONE HUNDRED DOLLARS ($100.00). 14.2 Exclusion of Consequential Damages. IN NO EVENT SHALL ScrubUP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, OR ANY OTHER INTANGIBLE LOSSES, EVEN IF ScrubUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 14.3 Essential Basis. THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ScrubUP AND YOU. ScrubUP WOULD NOT BE ABLE TO PROVIDE THE PLATFORM WITHOUT THESE LIMITATIONS. 14.4 Jurisdictional Exceptions. Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for consequential damages. In those jurisdictions, ScrubUP's liability is limited to the maximum extent permitted by law.

You agree to defend, indemnify, and hold harmless ScrubUP, LLC and its officers, directors, employees, agents, successors, and assigns (collectively, "ScrubUP Parties") from and against any and all claims, liabilities, damages, losses, penalties, fines, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) Your use of or inability to use the Platform; (b) Any Shift performed or not performed by you; (c) Your violation of these Terms or any applicable law or regulation; (d) Any misrepresentation of your credentials, qualifications, or identity; (e) Your negligence, willful misconduct, or Gross Misconduct; (f) Any patient harm, clinical error, or adverse event occurring during or arising from a Shift; (g) Your violation of any third-party rights, including intellectual property rights or privacy rights; (h) Any content you submit to the Platform. ScrubUP reserves the right to assume exclusive control of any matter for which you are required to indemnify ScrubUP, and you agree to cooperate with ScrubUP's defense of such claims.

16.1 Informal Resolution. Before initiating arbitration, you agree to first attempt to resolve any dispute informally by contacting ScrubUP at legal@ScrubUP.com. ScrubUP will attempt in good faith to resolve the dispute within 30 days. 16.2 Binding Arbitration. IF THE DISPUTE CANNOT BE RESOLVED INFORMALLY, YOU AND ScrubUP AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR ANY SHIFT FACILITATED THROUGH THE PLATFORM SHALL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS CONSUMER ARBITRATION RULES, RATHER THAN IN COURT, EXCEPT AS PROVIDED IN SECTION 16.5. 16.3 Class Action Waiver. YOU AND ScrubUP AGREE THAT ALL CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. IF THIS PROVISION IS FOUND TO BE UNENFORCEABLE, THEN THIS ENTIRE ARBITRATION AGREEMENT SHALL BE NULL AND VOID. 16.4 Arbitration Procedures. Arbitration shall be conducted in English in the county of ScrubUP's principal place of business, or, at your election, by telephone, video conference, or document submission. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. 16.5 Exceptions. Either party may seek emergency injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration. Claims relating to the infringement of ScrubUP's intellectual property rights are excluded from the arbitration requirement. 16.6 Opt-Out. You may opt out of this arbitration agreement by sending written notice to legal@ScrubUP.com within 30 days of first accepting these Terms. Opting out will not affect any other provision of these Terms.

17.1 Non-Solicitation of Professionals. Facilities agree not to directly solicit, recruit, hire, or engage, directly or indirectly, any Healthcare Professional introduced through the Platform, for a period of 12 months following the last Shift facilitated through the Platform, without ScrubUP's prior written consent and payment of the referral fee described in Section 6.5. 17.2 Non-Solicitation of Facilities. Healthcare Professionals agree not to directly solicit or encourage any Facility introduced through the Platform to cease using the Platform or to engage them for direct hire or contract services outside the Platform, for a period of 12 months following the last Shift worked at that Facility. 17.3 Non-Circumvention. All Users agree not to take any action designed to circumvent, avoid, or bypass the payment of ScrubUP's Platform Fees. 17.4 Remedies. ScrubUP shall be entitled to seek injunctive relief and liquidated damages of not less than $10,000 per violation, in addition to actual damages and attorneys' fees, for any violation of this Section.

18.1 Termination by You. You may terminate your account at any time by contacting support@ScrubUP.com. Termination does not relieve you of any obligations incurred prior to termination, including payment obligations, arbitration agreements, or indemnification obligations. 18.2 Termination by ScrubUP. ScrubUP may suspend or terminate your account immediately, without prior notice, for any of the following reasons: (a) breach of these Terms; (b) Gross Misconduct; (c) providing false credentials or misrepresenting your identity; (d) OIG or SAM exclusion list finding; (e) a no-show that endangers patient care; (f) clinical negligence or patient harm; (g) receiving a sustained account rating below 3.0 stars; (h) any other conduct that, in ScrubUP's sole judgment, is detrimental to the Platform, its users, or its business. 18.3 Effect of Termination. Upon termination, your license to use the Platform immediately revokes. ScrubUP may, but is not obligated to, retain your data for legal compliance purposes. Sections that by their nature should survive termination (including but not limited to Sections 4, 13, 14, 15, 16, 17, and 21) shall survive. 18.4 No Liability for Termination. ScrubUP shall not be liable to you for any termination of your account made in good faith in accordance with these Terms.

ScrubUP reserves the right to modify these Terms at any time. Material changes will be communicated via in-app notification, email to your registered address, or a prominent notice on the Platform at least 14 days before the effective date of the change, unless a shorter notice period is required by law or to address a security threat. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must discontinue use of the Platform and delete your account. We encourage you to review these Terms periodically.

ScrubUP shall not be liable for any failure or delay in performance of its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond ScrubUP's reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, acts of war or terrorism, civil unrest, government actions, strikes, power outages, internet disruptions, or failure of third-party systems. ScrubUP will provide prompt notice of any force majeure event and will use commercially reasonable efforts to resume performance as soon as practicable.

These Terms shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law principles. Subject to the arbitration agreement in Section 16, any litigation arising from these Terms shall be brought exclusively in the state or federal courts located in [County, State], and you hereby irrevocably submit to the personal jurisdiction of those courts. If you are accessing the Platform from outside the United States, you do so at your own risk and are responsible for compliance with all local laws applicable to your use of the Platform.

22.1 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be modified, it shall be severed from these Terms. The remaining provisions shall remain in full force and effect. 22.2 Waiver. ScrubUP's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. No waiver of any provision shall be effective unless made in writing and signed by an authorized representative of ScrubUP. 22.3 Entire Agreement. These Terms, together with the Privacy Policy and any additional agreements or policies referenced herein, constitute the entire agreement between you and ScrubUP regarding the Platform and supersede all prior agreements, representations, or understandings.

For questions, concerns, or notices regarding these Terms, please contact: ScrubUP, LLC Legal Department Email: legal@ScrubUP.com General Support: support@ScrubUP.com Billing Inquiries: billing@ScrubUP.com Privacy Inquiries: privacy@ScrubUP.com We aim to respond to all legal inquiries within 5 business days.

ScrubUP, LLC

These Terms were last updated on June 5, 2026. For any questions, contact admin@scrubup.ca.

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