Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the OD Coverage website, platform, and related features, functionality, communications, and paid promotional tools made available through the platform (collectively, the “Service”). By accessing or using the Service, creating an account, clicking to accept, posting a listing, purchasing a paid feature, or otherwise using any part of the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

OD Coverage is operated by Arkyris Group LLC, doing business as OD Coverage.

1. Platform-Only Role

OD Coverage is a technology platform only.

The Service provides online tools that allow optometrists, clinics, and practices to post, discover, and connect regarding fill-in shifts and related opportunities. OD Coverage does not provide medical care, clinical supervision, professional credentialing, employment services, staffing services, recruiting services, placement services, payroll services, contractor classification services, tax services, contracting services, legal services, or insurance services.

OD Coverage is not a healthcare provider, employer, staffing agency, recruiter, broker, insurer, payroll processor, credentialing body, or professional advisor. The Service is a venue for user-generated listings and user-to-user contact only.

2. No Employment, Agency, Brokerage, or Professional Relationship

OD Coverage is not a party to any arrangement between users and does not employ, engage, supervise, direct, control, manage, classify, or compensate any optometrist, clinic, practice, contractor, or staff member through the Service.

No employment, agency, partnership, joint venture, contractor, brokerage, fiduciary, staffing, recruiting, placement, or similar relationship is created between you and OD Coverage by your use of the Service.

Any arrangement formed through or after use of the Service exists solely between the users involved, and OD Coverage is not a party to that arrangement.

3. No Verification; No Screening; No Guarantee of Outcomes

Unless OD Coverage expressly states otherwise in a separate written agreement signed by an authorized representative of OD Coverage, OD Coverage does not independently verify or guarantee the identity, licensure, credentials, malpractice coverage, background, tax status, worker classification, employment eligibility, insurance, availability, clinical competence, legal compliance, or fitness of any user.

You are solely responsible for any and all due diligence, screening, interviews, reference checks, credentialing, privileging, classification, contracting, onboarding, payroll, tax reporting, benefits, insurance, supervision, policy compliance, legal review, and other diligence or compliance you decide is necessary before entering into any arrangement with another user.

OD Coverage does not guarantee that any listing will receive views, responses, applicants, inquiries, or matches; that any shift will be accepted, filled, completed, paid, or performed satisfactorily; that any listing will remain visible for any minimum duration; or that any user will appear for, perform, comply with, or honor the terms of any shift or arrangement.

4. Eligibility and Authority

You must be at least 18 years old and legally capable of entering into these Terms. If you use the Service on behalf of a clinic, practice, company, or other entity, you represent and warrant that you have full authority to bind that entity to these Terms, and “you” includes that entity.

5. Accounts and Security

You are responsible for maintaining the confidentiality and security of your account credentials and for all activity that occurs under your account. You must immediately notify OD Coverage of any suspected unauthorized access to or misuse of your account.

You must provide accurate, current, and complete information and keep it updated. OD Coverage may require account creation for some features, including posting shifts, purchasing paid features, or viewing contact information.

OD Coverage may refuse registration, reclaim usernames, suspend access, or require additional verification at any time in its discretion.

6. User Content and Listings

You are solely responsible for all information, content, and materials you submit through the Service, including listings, rates, dates, clinic details, contact information, descriptions, documents, and other submitted content (“User Content”).

You represent and warrant that your User Content: (a) is accurate, lawful, and current to the best of your knowledge; (b) does not violate any law, regulation, contract, or third-party right; (c) does not contain false, deceptive, misleading, defamatory, harassing, or infringing material; and (d) does not include patient information, medical records, protected health information, or other sensitive clinical data.

You grant OD Coverage a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, display, perform, distribute, format, modify for technical purposes, and otherwise use your User Content solely as reasonably necessary to operate, maintain, secure, improve, market, and provide the Service and to enforce these Terms.

OD Coverage does not assume any obligation to preserve User Content, and you are solely responsible for maintaining your own backup copies of any content you submit.

7. Prohibited Conduct and Content

You agree not to, and not to assist others to:

• Post or transmit patient information, medical records, PHI, or other sensitive clinical information
• Post false, deceptive, fraudulent, unlawful, or misleading listings
• Impersonate any person or entity or misrepresent your affiliation
• Harass, threaten, abuse, stalk, dox, spam, or exploit other users
• Scrape, crawl, index, frame, mirror, reproduce, or access the Service by automated means without OD Coverage’s prior written permission
• Interfere with, disrupt, attack, probe, test, or compromise the integrity, security, availability, or proper operation of the Service
• Upload or submit content that infringes intellectual property, privacy, publicity, confidentiality, or other legal rights
• Use the Service to build or train a competing product, dataset, or database without written permission
• Use the Service in violation of any applicable law or regulation

8. Moderation and Enforcement

OD Coverage reserves the right, but not the obligation, to monitor, review, screen, investigate, remove, hide, restrict, refuse, modify, disable, or preserve any listing, account, communication, or content at any time, with or without notice, for any reason or no reason, including suspected abuse, fraud, inaccuracy, legal risk, policy violations, user complaints, or security concerns.

OD Coverage may investigate possible violations and may cooperate with law enforcement, regulators, courts, payment processors, or other authorities where appropriate.

9. Fees, Paid Features, Promotions, and Credits

Some features of the Service may be free for a period of time. Other features may require payment now or in the future, including boosted listings, promotional placement, enhanced visibility tools, listing upgrades, subscriptions, or other paid features.

All prices, billing terms, eligibility rules, feature descriptions, and purchase conditions will be presented at or before purchase. OD Coverage may change pricing, packaging, feature availability, promotional programs, trial offers, credits, or eligibility at any time, to the fullest extent permitted by law.

• Payments may be processed by third-party providers such as Stripe
• OD Coverage does not store full payment card numbers
• Fees are charged for access to platform tools and features, not outcomes
• Paid features, including boosts, promotions, and enhanced visibility tools, do not guarantee impressions, visibility levels, responses, matches, shift acceptance, shift completion, or any particular business or clinical outcome
• Referral, promotional, or similar credits, if offered, are revocable, non-cash, non-property, non-transferable unless expressly permitted by OD Coverage, and have no monetary value
• Credits, promotions, and incentive programs may be modified, suspended, restricted, or discontinued at any time

All purchases are subject to the Refund Policy then in effect, which is incorporated into these Terms by reference.

10. Taxes, Worker Classification, Insurance, and Legal Compliance

Users are solely responsible for determining the legal structure of their own arrangements, including whether an engagement is employment, independent contractor work, temporary staffing, coverage relief, or another lawful arrangement.

Users are also solely responsible for wage and hour compliance, worker classification, payroll, benefits, tax withholding and reporting, workers’ compensation, unemployment insurance, malpractice coverage, general liability coverage, credentialing, privileges, facility rules, supervision, patient documentation, contracts, and all other legal, professional, financial, and regulatory obligations arising from any arrangement made through or after use of the Service.

11. Clinical Responsibility Disclaimer

OD Coverage does not provide medical care or clinical services.

OD Coverage has no responsibility for patient care, clinical judgment, treatment decisions, prescriptions, supervision, charting, informed consent, follow-up care, billing practices, coding, documentation, or patient outcomes.

Each user remains solely responsible for complying with all applicable laws, regulations, licensure rules, scope-of-practice requirements, standards of care, payer requirements, facility policies, documentation obligations, privacy obligations, and malpractice or other professional liability obligations.

12. User Disputes; No Mediation Duty

Any dispute between users is solely between those users. This includes disputes involving no-shows, cancellations, attendance, payment, compensation, scheduling, duties, quality of work, conduct, credentialing, classification, insurance, taxes, supervision, scope of practice, confidentiality, patient matters, malpractice, or contractual terms.

OD Coverage has no obligation to mediate, resolve, monitor, document, reimburse, defend, or assume responsibility for any dispute between users, although it may take moderation or enforcement action in its discretion.

13. Communications and E-Sign Consent

By using the Service, you consent to receive communications from OD Coverage electronically, including by email, posted notices, and through the Service, for account, transactional, operational, support, legal, security, and marketing-related purposes as permitted by law.

You agree that electronic communications, records, notices, and agreements satisfy any legal requirement that such communications be in writing.

14. Third-Party Services

The Service may rely on or integrate with third-party services, including hosting, analytics, security, authentication, database, geolocation, payment, email, or communications providers. OD Coverage does not control and is not responsible for third-party services or their acts, omissions, products, policies, availability, or security.

15. Intellectual Property

The Service, including its software, design, text, graphics, logos, compilation, trademarks, and other content provided by OD Coverage, excluding User Content, is owned by OD Coverage or its licensors and is protected by applicable intellectual property laws.

Subject to your compliance with these Terms, OD Coverage grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for its intended purpose. No other rights are granted.

16. Disclaimers

THE SERVICE IS PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, OD COVERAGE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AVAILABILITY, SECURITY, RELIABILITY, AND RESULTS.

OD Coverage does not warrant that the Service will be uninterrupted, secure, error-free, timely, accurate, complete, suitable for your needs, or free of viruses or harmful components, or that defects will be corrected.

17. Limitation of Liability

To the fullest extent permitted by law, OD Coverage and its affiliates, owners, officers, directors, employees, contractors, agents, service providers, and licensors will not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages, or for any loss of profits, revenue, business, contracts, goodwill, use, data, opportunities, savings, or reputation, arising out of or related to the Service, your use of or inability to use the Service, any listing, any paid feature, any clinical issue, any malpractice claim, any data exposure, any interruption, any security incident, or any interaction, arrangement, or dispute between users, even if advised of the possibility of such damages.

To the fullest extent permitted by law, OD Coverage’s total aggregate liability for all claims arising out of or relating to the Service or these Terms will not exceed the greater of: (a) the amount you paid to OD Coverage in the six (6) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US $100).

18. Indemnification

You agree to defend, indemnify, and hold harmless OD Coverage and its affiliates, owners, officers, directors, employees, contractors, agents, service providers, and licensors from and against any and all claims, demands, actions, proceedings, investigations, liabilities, damages, judgments, awards, losses, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to: (a) your access to or use of the Service; (b) your User Content, listings, account data, or submissions; (c) your purchase or use of any paid feature; (d) your interactions, arrangements, or disputes with other users; (e) your provision of clinical, professional, employment, or contracting services; (f) your violation of these Terms or applicable law; or (g) your infringement or alleged infringement of any third-party right.

19. Suspension and Termination

OD Coverage may suspend, restrict, disable, or terminate your access to all or any part of the Service at any time, with or without notice, for any reason or no reason, including if OD Coverage believes you violated these Terms, created risk or legal exposure, engaged in fraud, abuse, chargeback misuse, security threats, or otherwise harmed the Service or its users.

Upon termination, your right to use the Service will immediately cease, but all provisions of these Terms that by their nature should survive will survive, including ownership, licenses, disclaimers, limitations of liability, indemnities, dispute resolution provisions, and payment obligations.

20. Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules, except to the extent federal law applies, including the Federal Arbitration Act where applicable.

21. Dispute Resolution; Arbitration; Class Action Waiver

Informal Resolution First. Before filing a formal claim, you agree to first contact OD Coverage at support@odcoverage.com and provide a written description of the dispute and the relief requested. You and OD Coverage agree to attempt in good faith to resolve the dispute informally for at least thirty (30) days before initiating arbitration or court proceedings, except for claims seeking injunctive relief.

Binding Arbitration. To the fullest extent permitted by law, any claim, dispute, or controversy arising out of or relating to these Terms or the Service will be resolved by binding arbitration on an individual basis, except that either party may bring an individual action in small claims court if eligible and so long as the matter remains in that court.

The arbitration will be administered by the American Arbitration Association under its applicable consumer arbitration rules in effect at the time the claim is filed, except as modified by these Terms. The arbitration will take place in California unless the parties agree otherwise or applicable law requires another location. The arbitrator, and not any court or agency, will have exclusive authority to resolve disputes regarding the interpretation, applicability, enforceability, or formation of this arbitration provision, except as limited by law.

No Class Actions; No Representative Proceedings. You and OD Coverage agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class, consolidated, collective, coordinated, representative, or private attorney general action, except to the extent such waiver is prohibited by law.

Jury Trial Waiver Backup. If for any reason a claim proceeds in court rather than arbitration, to the fullest extent permitted by law, you and OD Coverage waive any right to a jury trial.

Venue for Non-Arbitrable Claims. To the extent a claim may be brought in court and is not subject to arbitration, you and OD Coverage consent to the exclusive jurisdiction and venue of the state and federal courts located in California, subject to applicable law.

Injunctive Relief. Nothing in this section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction for misuse of intellectual property, abuse of the Service, confidentiality breaches, unauthorized access, scraping, or other claims for which interim equitable relief is appropriate.

22. Time Limit to Bring Claims

To the fullest extent permitted by law, any claim arising out of or relating to the Service or these Terms must be brought within one (1) year after the event giving rise to the claim, or the claim is permanently barred.

23. Force Majeure

OD Coverage will not be liable for any delay, interruption, or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, civil unrest, internet or telecommunications failures, hosting failures, platform outages, payment processor outages, security incidents, governmental actions, or utility failures.

24. Assignment

You may not assign, transfer, or delegate these Terms or any rights or obligations under them without OD Coverage’s prior written consent. OD Coverage may assign or transfer these Terms, in whole or in part, at any time without restriction.

25. Severability; No Waiver

If any provision of these Terms is held invalid or unenforceable, that provision will be limited to the minimum extent necessary and the remaining provisions will remain in full force and effect.

No waiver by OD Coverage of any provision or breach will be deemed a further or continuing waiver of that provision or any other provision or breach.

26. Entire Agreement

These Terms, together with any policies or legal pages expressly incorporated by reference, including the Privacy Policy, Refund Policy, Cookie Policy, and Platform & Medical Disclaimer, constitute the entire agreement between you and OD Coverage regarding the Service and supersede all prior or contemporaneous understandings relating to the Service.

27. Changes to These Terms

OD Coverage may update these Terms from time to time. Unless otherwise required by law, updated Terms will become effective when posted or on the later effective date stated in the updated Terms. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms.

28. Contact

Questions about these Terms may be sent to support@odcoverage.com.