Master Platform Terms of Service

1. Agreement and Order of Precedence

These Master Platform Terms of Service (“Terms”) are between Serenium LLC d/b/a Serenium Healthcare (“Serenium,” “we,” “us”) and the person or organization using the Platform (“User”). A person accepting for an organization represents that the person has authority to bind it. If role-specific terms conflict with these Terms, the role-specific agreement controls for that subject; an accepted Shift Opportunity controls its transaction-specific terms.

Definitions

“Facility” means a healthcare organization authorized by Serenium to post or approve Shift Opportunities.

“Clinician” means an independently operating licensed or certified healthcare professional who uses the Platform directly and is not Agency Personnel.

“Agency” means an approved third-party business that makes its own employees or contractors available through the Platform.

“Shift Opportunity” means a discrete request for professional services at a specified Facility, location, date, time, role, requirements, and offered Clinician Compensation.

“Clinician Compensation” means the compensation displayed to a direct Clinician before acceptance of a Shift Opportunity, exclusive of Serenium’s confidential charges to a Facility.

“Platform” means Serenium’s websites, mobile applications, portals, APIs, communications, payment workflows, and related marketplace technology.

2. Nature of the Platform

Serenium provides technology that allows Facilities to publish or approve Shift Opportunities and qualified Clinicians or Agency Personnel to identify and accept opportunities. Serenium is not a healthcare provider and does not practice medicine or nursing, make patient-care decisions, direct clinical judgment, or supervise care at a Facility.

Except where a separate signed agreement expressly states otherwise, Serenium is not the employer of a direct Clinician or Agency Personnel. The Facility controls its premises, patient-care systems, clinical assignments, required on-site procedures, and supervision of patient care. Each licensed professional remains responsible for practicing within applicable law, license, competence, and professional judgment.

Serenium does not guarantee that any shift will be posted, requested, accepted, completed, or paid by a third party; that any User will remain available; or that credentials, user-provided information, or third-party verification data will be error-free.

3. Accounts, Authority, and Security

Users must provide accurate, current information; maintain only authorized accounts; protect credentials and multifactor authentication methods; and promptly notify Serenium of suspected compromise. Organizations are responsible for their administrators, users, permissions, and actions taken through their accounts.

Serenium may require identity, license, ownership, sanctions, insurance, or other verification. Verification supports marketplace eligibility but does not transfer a User’s legal duties to Serenium.

4. Acceptable Use

• Do not scrape, crawl, harvest, reverse engineer, probe, or attempt to bypass technical restrictions except where law expressly permits.
• Do not upload malware, harmful code, unlawful content, false credentials, patient information not necessary for an authorized workflow, or material the User lacks authority to provide.
• Do not impersonate another person, share accounts, manipulate geolocation or time records, falsify attendance, interfere with service, or access another User’s data.
• Do not route platform-originated shifts, payments, or protected relationships outside the Platform to avoid fees or contractual obligations.
• Do not use Platform data to solicit, discriminate unlawfully, make prohibited eligibility decisions, or build a competing database or service.

5. Marketplace Transactions

A Shift Opportunity is not accepted until the Platform records acceptance or confirmation required by the applicable workflow. Role-specific agreements govern compensation, Facility Charges, Agency fees, cancellations, time records, disputes, and payment.

Serenium may use third-party processors and may delay or suspend settlement to investigate suspected fraud, inaccurate time records, chargebacks, sanctions, legal process, payment failure, or safety concerns. Serenium will not reduce a direct Clinician’s displayed compensation to collect Serenium’s marketplace revenue, except for a separately authorized correction, contractual charge, or amount required by law.

6. Confidentiality and Platform Economics

Nonpublic Platform information—including Facility Charges, pricing methodology, cost components, internal economics, algorithms, security information, contracts, and business relationships—is Serenium Confidential Information. Users may use it only to perform authorized Platform transactions and may not disclose it except to personnel or advisers with a need to know who are bound by confidentiality, or as legally required after giving notice when lawful.

7. Privacy, PHI, and Communications

The Privacy Policy explains Serenium’s processing of personal information. HIPAA obligations, when applicable, are governed by a separate Business Associate Agreement. Users must not place protected health information in general chat, support, profile, scheduling, or document fields unless Serenium expressly designates the workflow for PHI.

Operational messages may include account, credential, shift, payment, safety, and security notices. Marketing communications require applicable consent and honor legally effective opt-outs. Electronic records and signatures may be used as permitted by law.

8. Intellectual Property

Serenium and its licensors own the Platform, software, interfaces, workflows, branding, documentation, aggregate insights, and improvements. Subject to compliance, Serenium grants User a limited, nonexclusive, nontransferable, revocable right to use the Platform for its intended business purpose. User grants Serenium a worldwide license to host, process, display, transmit, and create operational copies of User content only as reasonably necessary to provide, secure, support, improve, and comply with law regarding the Platform.

9. Third-Party Services

Payment processors, background-screening providers, license registries, mapping providers, communications vendors, app stores, and cloud providers may impose separate terms. Serenium is not responsible for an independent third party’s systems or decisions, but this provision does not waive Serenium’s nonwaivable legal obligations.

10. Suspension and Termination

Serenium may restrict or terminate access for material breach, nonpayment, suspected fraud, credential expiration, safety risk, unlawful conduct, sanctions, security threats, or legal requirement. When reasonable, Serenium may provide notice and an opportunity to respond. Termination does not eliminate payment, confidentiality, audit, indemnity, dispute, or record-preservation obligations that accrued or by nature survive.

11. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” SERENIUM DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED OR THAT A SHIFT, USER, CREDENTIAL, PAYMENT, OR OUTCOME IS GUARANTEED. THESE DISCLAIMERS DO NOT EXCLUDE WARRANTIES THAT CANNOT LAWFULLY BE DISCLAIMED.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SERENIUM WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY. SERENIUM’S AGGREGATE LIABILITY ARISING FROM THESE TERMS WILL NOT EXCEED THE GREATER OF $1,000 OR FEES PAID TO SERENIUM BY THE CLAIMING USER DURING THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THE CAP DOES NOT APPLY WHERE PROHIBITED BY LAW OR TO SERENIUM’S FRAUD, WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT BE LIMITED.

13. Indemnification

User will defend, indemnify, and hold harmless Serenium and its affiliates, officers, and personnel from third-party claims arising from User content, breach, unlawful conduct, clinical services or decisions under User’s responsibility, or infringement by User. Serenium must provide prompt notice, reasonable cooperation, and control of defense to the indemnifying party, subject to Serenium’s right to participate and approval of settlements imposing admission, nonmonetary duties, or unreimbursed liability.

14. Disputes and Governing Law

These Terms and any dispute arising out of or relating to the Platform, the Services, or the relationship between Serenium and a User are governed by the laws of the State of Texas, without regard to conflict-of-law principles.

The state and federal courts located in Collin County, Texas have exclusive jurisdiction over any dispute, and each party consents to personal jurisdiction and venue in those courts. To the fullest extent permitted by law, each party knowingly and voluntarily waives the right to trial by jury.

Either party may seek temporary, preliminary, or other equitable relief to prevent unauthorized Platform access, misuse of confidential information, infringement of intellectual-property rights, or an immediate patient-safety or security risk.

15. General Terms

Legal notices to Serenium must be sent by email to contact@sereniumhealthcare.com. Notices are effective when receipt is confirmed electronically. Serenium may provide notices to a User through the Platform or the email address associated with the User’s account.

A failure or delay in enforcing a provision is not a waiver. If a provision is held invalid or unenforceable, it will be modified only to the minimum extent necessary, and the remaining provisions will remain effective.

A User may not assign these Terms without Serenium’s prior written consent. Serenium may assign these Terms to an affiliate or in connection with a merger, financing, reorganization, sale of assets, or similar transaction.

These Terms, together with all incorporated role-specific agreements, policies, schedules, and accepted transaction terms, constitute the entire agreement concerning the Platform.

Document details

• Provider: Serenium LLC d/b/a Serenium Healthcare
• Effective date: May 27, 2026
• Acceptance: Account creation, clicking acceptance, or continued use after notice
• Related terms: Role-specific agreement, Privacy Policy, posted policies, and transaction terms