Terms of Service

1. Acceptance of Terms

By accessing or using Metro Surgery Staffing LLC (“MSS”, the “Platform”), you agree to these Terms. If you do not agree, do not use the Platform.

2. Our Role

MSS operates a marketplace connecting outpatient medical facilities (“Facilities”) with independent perioperative clinicians (“Clinicians”) for per-diem shifts. MSS is not a healthcare provider, staffing firm employer, joint employer, or agent of either party. Facilities retain exclusive control over patient care, supervision, and clinical decisions.

MSS may independently establish and display rates offered to Facilities and rates offered to Clinicians for shifts posted through the Platform. Such rates may differ, and MSS retains the difference between amounts paid by Facilities and amounts paid to Clinicians.

Rates and fees are displayed in the Platform and may change from time to time. Any promotional offers (e.g., first-shift credits) are discretionary and may be modified or discontinued.

3. No Guarantee of Work or Fill

MSS does not guarantee that any shift will be posted, claimed, filled, or completed, nor does MSS guarantee any minimum volume of work, earnings, or utilization of the Platform. Participation is non-exclusive and voluntary for both Facilities and Clinicians.

4. Eligibility & Compliance

• Facilities: Responsible for accurate shift details (title, date, time, location, skills), supervision, site orientation, and compliance with applicable laws.
• Clinicians: Must hold and maintain all required licenses/certifications in Michigan, including, as applicable, BLS/ACLS, vaccination records, and any site-specific requirements. You consent to credential verification and background checks (e.g., via Checkr).
• MSS retains sole discretion to approve, suspend, restrict, or terminate access to the Platform at any time for operational, compliance, safety, or risk-related reasons, with or without notice.

5. Independent Contractor; Insurance; Taxes

• Clinicians provide services as independent contractors and are solely responsible for their taxes and business compliance.
• Clinicians must maintain professional liability coverage of at least $1,000,000 per claim / $3,000,000 aggregate (or higher if posted for a shift) and provide proof upon request.
• Facilities agree to maintain customary commercial general liability, professional liability, and workers’ compensation coverage for on-premises activities.
• Nothing in these Terms shall be construed to create an employment, partnership, or agency relationship. MSS does not control the manner or means by which Clinicians perform services, which are determined solely by the Facility.

6. Shifts, Timekeeping & Disputes

1. Posting & Claiming: Facilities post shifts through the Platform. Clinicians who claim a shift commit to perform it as posted. Any material changes after a claim may require MSS administrative approval.
2. Timekeeping System: All hours worked must be tracked using MSS’s designated timekeeping provider (currently Clockify). Clinicians must clock in and out through the official MSS workspace and accurately associate time entries with the correct Facility and shift. These time entries constitute the preliminary record of hours worked.
3. Weekly Timecard Delivery: Following the end of each workweek, MSS compiles Facility-specific timecards based on Clockify records (each, a “Timecard”) and delivers them electronically to the applicable Facility for review.
4. Review & Dispute Window: Facilities have seventy-two (72) hours from delivery of a Timecard to review and submit any disputes. Disputes must include reasonable supporting documentation (e.g., supervisor confirmation, internal logs, badge access records).
5. Deemed Acceptance: If no dispute is received within the 72-hour review period, the Timecard is deemed accepted, final, and approved for billing and payout purposes. Approved Timecards authorize MSS to initiate payment collection from the Facility’s payment method on file.
6. Payment Facilitation & Payout Timing: MSS facilitates payments using third-party payment processors (including Stripe Connect). Upon successful collection from the Facility, funds are distributed to the applicable Clinicians based on the rate accepted by the Clinician for the applicable shift. Clinician payouts are typically initiated within ten (10) days of Timecard approval, subject to processor settlement timelines.
7. Disputed Timecards: If a Facility submits a timely dispute, payment for the disputed portion may be withheld pending resolution. MSS may request additional information from either party and will determine the final billable hours for payment facilitation purposes. MSS’s determination is final for invoicing and payout calculations.
8. No Payment Guarantee: MSS acts solely as a payment facilitator and does not guarantee Facility payment unless expressly agreed in writing. MSS is not responsible for delays or failures caused by payment processors or insufficient funds on the Facility’s payment method.
9. Payment Contingency: Clinician payouts are contingent upon successful collection of funds from the applicable Facility. MSS may, at its discretion, assist with recovery efforts or advance payment, but is not obligated to do so.
10. Labor Compliance: Facilities are solely responsible for supervision, scheduling practices, and compliance with any applicable labor, overtime, meal, or rest period requirements at their sites.
11. Tampering & Misconduct: Altering, falsifying, or manipulating time entries may result in suspension, termination of Platform access, and forfeiture of payment for affected shifts.

7. Cancellations & No-Shows

8. Payments, Fees & Collections

• Facilities: Facilities authorize MSS to charge the payment method on file for approved Timecards following the 72-hour dispute period described in Section 6. Unless otherwise agreed in writing, payment is due immediately upon charge initiation. Late amounts may accrue 1.5% per month (or the maximum allowed by law). Facilities agree to pay reasonable collection costs and attorneys’ fees.
• Clinicians: Payouts are initiated following approval of applicable Timecards and successful collection of funds from the Facility, to the deposit method on file, less any applicable fees or adjustments disclosed in the Platform. Payout timing may vary based on dispute resolution and payment processor settlement timelines.

MSS uses third-party payment processors (e.g., Stripe) to facilitate invoicing, collections, and payouts. MSS does not store full payment card or bank account information. Use of payment services is subject to the processor’s applicable terms and privacy policies.

9. Non-Circumvention

For 12 months following a Clinician’s last interaction with a Facility through the Platform, Facilities agree not to directly engage that Clinician outside the Platform if the relationship was first introduced via MSS, unless a conversion fee specified in the Platform is paid.

This restriction does not apply to relationships that existed and can be reasonably documented prior to introduction through the Platform.

10. Privacy & PHI

Do not submit protected health information (PHI) to the Platform except minimal scheduling info. Use the Platform only for staffing logistics. MSS may use third-party processors to operate the Platform and timekeeping (currently Clockify), and those providers will receive time and account data as needed to perform their services. See our Privacy Policy. MSS is not a covered entity and does not act as a business associate unless expressly agreed in writing.

11. Electronic Communications & SMS

By providing contact information, you consent to receive electronic communications from MSS, including email and SMS messages related to account activity, shift notifications, confirmations, reminders, and operational updates. Message frequency varies. Message and data rates may apply. Reply STOP to opt out of non-essential messages or HELP for assistance.

12. Liability & Indemnification

Each party is responsible for its own acts and omissions. Facilities and Clinicians shall indemnify MSS against claims arising from their services or postings. To the fullest extent permitted by law, MSS’s total liability under these Terms shall not exceed the fees paid to MSS by the claimant in the 12 months preceding the event giving rise to liability, excluding claims resulting from MSS’s willful misconduct or gross negligence.

13. Dispute Resolution

Any dispute will be resolved by binding arbitration in Oakland County, Michigan, on an individual basis, and you waive any right to participate in a class action. Judgment on the award may be entered in any court of competent jurisdiction. binding arbitration administered by the American Arbitration Association (AAA)

14. Miscellaneous

• Governing Law: Michigan law, without regard to conflict-of-laws rules.
• Modifications: We may update these Terms by posting the revised version with a new effective date. Continued use after updates constitutes acceptance.
• Termination: We may suspend or terminate accounts for violations or risk. Provisions that by their nature should survive termination will do so.
• Notices & E-Sign: You consent to electronic communications and signatures for Platform transactions.
• Force Majeure: No liability for delays caused by events beyond a party’s reasonable control.
• Severability: If a provision is unenforceable, the remainder stays in effect.