Welcome to GoTu Technology, Inc. (Formerly TempMee Hygienists, Inc.) (“GoTu,” “we,” “us” or “our”)! 

YOU SHOULD REVIEW THIS AGREEMENT IN ITS ENTIRETY. YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THIS AGREEMENT BY REGISTERING TO BECOME A USER OR BY BROWSING OR OTHERWISE USING THE GoTu PLATFORM. YOU WILL BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT REGISTER, BROWSE OR OTHERWISE USE THE PLATFORM.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AGREEMENT, WITH A CLASS ACTION WAIVER, THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE COVERED DISPUTES, RATHER THAN JURY TRIALS OR COURT TRIALS.

1. Introduction

A. Purpose: The purpose of these Terms is to establish the terms regarding your access to and use of GoTu’s Platform. 

B. GoTu: GoTu provides access to a technology platform for licensed Dentists and Dental Offices (collectively “Clients”) and other third-parties, along with licensed, National Board of Dental Hygiene Certified Registered Dental Hygienists, Dental Assistants (EFDA and RDA), and Associate Dentists (collectively “Dental Auxiliary Personnel”) to connect with each other for the purposes of engaging in a business-to-business arrangement for the provision of Dental Care Services. GoTu is not a Dentist Office and is neither affiliated with self-employed or independent contractor Dental Auxiliary Personnel nor Clients that use its Platform. GoTu merely provides a platform for Clients and Dental Auxiliary Personnel to connect under whatever terms they so choose. 

C. You: You are a licensed, National Board of Dental Hygiene Certified Registered Dental Hygienist or Dental Assistant (EFDA and RDA) or Associate Dentist. You are (a) are 18 years of age or older, (b) have not been previously suspended or removed from the Platform, or engaged in any activity that could result in removal from the Platform, (c) do not have more than one Account on the Platform, (d) you reside in the United States, and (e) have full power and authority to enter into these Terms and in so doing will not violate any other agreements to which you are a party.  If you and Client(s) agree that you will use GoTu’s platform as an independent contractor, you independently determine which Clients you want to engage, when you want to engage with the Clients, and what Dental Care Services you want to provide through GoTu’s platform. If you and Client(s) agree that you will be engaged as an employee, GoTu contracts with a third-party professional employer organization (the “PEO”) to employ Dental Auxiliary Personnel (“Dental Auxiliary Personnel Employees”) while providing services.

D. Acknowledgements: You must read, agree to, and accept all of the terms and conditions contained in these Terms in order to use GoTu’s Platform.  By browsing, using, signing up for, downloading, or otherwise accessing any part of GoTu’s Platform, or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms.  If you do not want to agree to these Terms, you must not browse, access or otherwise use GoTu’s Platform.  If you are using GoTu’s Platform on behalf of an organization, you represent that you have the right to bind such organization to these Terms, and the terms “Dental Auxiliary Personnel” and “you” will include both you, the individual user, and such organization.

2. Relationship Between the Parties: You acknowledge, warrant, and agree that:

A. If you and the Client agree that you will act as an independent contractor, all services undertaken by you and provided secured through the GoTu marketplace are done so as an independent contractor to Client Dental Offices. You are not employees, agents, or legal representatives of Client.  GoTu neither employs you nor provides Dental Services.  If you and the Client agree that you will act as a Dental Auxiliary Personnel Employee, you will remain at all times an employee of the PEO, and not an employee of GoTu or Client.

B. GoTu is a technology company that constitutes a qualified marketplace under laws recognizing such platforms for businesses that operate a digital website or application facilitating the provision of services by qualified marketplace contractors to individuals or entities seeking such services.

C. This Agreement is not an employment agreement and does not create an employment relationship or contract relationship between GoTu and you.

D. No joint venture, partnership, or agency relationship exists between GoTu and you.

E. The business relationship between GoTu and you under this Agreement is a temporary, and not a permanent, relationship that allows you to use the GoTu platform to identify contract or employment opportunities.

F. You have no authority to bind GoTu or its affiliates and you shall not hold yourself out as an employee, agent, or authorized representative of GoTu or its affiliates.

G. For all purposes, including but not limited to the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, income tax withholding requirements and all other federal, state and local laws, rules and regulations, you are and will be treated as an independent contractor and not as a GoTu employee. Accordingly, GoTu will not withhold any employment taxes from any compensation paid to you under this Agreement, and you will be solely responsible for the reporting and payment of all federal, state, and local taxes or contributions imposed or required under unemployment insurance, social security, medical insurance, income tax or other applicable laws, rules or regulations with respect to the performance or rendering of services through the Platform and/or under this Agreement by you.  

H. If you and the Client agree that you will act as an independent contractor, you will not take any position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving GoTu that is inconsistent with you being an independent contractor (and not an employee) of GoTu.

I. If you and the Client agree that you will act as an independent contractor, in performing services or any obligation under this Agreement, you shall be and will remain at all times an independent contractor in fact and law and not an employee of GoTu or Dental Offices.  You further agree that any “supervision” required by a dentist in your role is strictly regulatory in nature and does not impact your role as an independent contractor.

J. Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) you from engaging in any other business activities, services or projects that are separate and distinct from any business activities that you may conduct through the Platform. GoTu expects you will provide similar services through other Platforms and for other parties. GoTu expressly acknowledges you can earn income from other sources and expects you will do so.  If you and the Client agree that you will act as an employee, this provision may be subjected to other agreements between you and the Client or the PEO.

K. If you and the Client agree that you will act as an independent contractor, you will provide all equipment, labor, and materials that may be needed to perform any dental services pursuant to an engagement entered into on the Platform. GoTu does not provide any uniforms to you. GoTu does not provide expense reimbursement to you.

L. Direction and Control

i. If you and the Client agree that you will act as an independent contractor, you determine in your sole discretion the Engagements that you desire to request, approve, offer and/or accept from Clients on the Platform. You are not required to request, approve, offer or accept a minimum number of Engagements per month.  If you act as a Dental Auxiliary Personnel Employee, the PEO may direct you to work particular Engagements.

ii. GoTu does not dictate the specific time of performance and does not guarantee you any minimum amount of Offers.

iii. GoTu shall not provide you with any mandatory training with regard to services provided and will have no control over the manner in which services are provided.  The PEO or Client may provide mandatory training and control over the manner and means of your services if you are a Dental Auxiliary Personnel Employee.

iv. You shall at all times comply with any and all laws, ordinances, statutes, executive orders and regulations, federal, state, county and municipal, insofar as applicable to your performance of services under this Agreement.

v. If during any Engagement, Client does not reasonably find the performance of you to be appropriate, Client is solely responsible for performance management of you, including, but not limited to intentional or unintentional dereliction of duties, negligence, or loss of privileges, as determined by Client in its sole discretion. Client may request GoTu to ensure that you not be permitted to view future Engagements at Client. 

vi. GoTu reserves the right to cancel shifts, particularly those involving X-ray duties if you are unable to perform due to medical condition of any kind. While we respect your privacy and will not directly inquire about your medical status, we encourage prompt notification if circumstances arise where you may not be able to fulfill the requirements of the shift you have accepted. Please note that in cases of shift cancellation regardless of the reason, GoTu is not responsible for payment or compensation because no work was performed.  Your continued use of GoTu’s services constitutes your agreement with this disclosure and our Terms and Conditions.

M. Insurance

i. You are not eligible for, nor shall participate in, any GoTu or Client pension plan, health or disability plan, health insurance, general liability insurance, and automobile liability insurance or other insurance or fringe benefit plan of any kind. 

ii. Occupational Accident Insurance: If you and the Client agree that you will act as an independent contractor, you agree to maintain, at all times during the term of this Agreement, adequate insurance which provides levels of coverage that may adequately address any injury you may sustain in the course and scope of your fulfilling an Engagement (“Occupational Accident Insurance” or “OAI”). GoTu provides you the option to: (1) purchase OAI, which meets the minimum requirements, through GoTu, brokered by Marsh or (2) You provide and show proof of OAI, which meets the minimum requirements. You will be charged a Safety Fee of $6.00 per Hygienist Engagement and $4.00 per Dental Assistant Engagement for providing Services through GoTu technology platform that may go towards OAI.  By agreeing to these Terms of Use, you are agreeing to pay this Safety Fee. If you have your own insurance meeting the thresholds specified herein, please contact GoTu and the Safety Fee may be removed. Please contact [email protected] to show proof of your personal OAI coverage of $1,000,000 per accident, $2,000,000 aggregate or more if you choose to opt out of purchasing OAI through GoTu.  If you and the Client agree that you will act as a Dental Auxiliary Personnel Employee Dental Auxiliary Personnel Employee, this provision may be subjected to other agreements between you and the Client or the PEO.

iii. Malpractice Insurance: If you and the Client agree that you will act as an independent contractor, you agree to maintain, at all times during the term of this Agreement, adequate insurance which provides levels of coverage that may adequately address any third party (patient) malpractice claim in the course and scope of fulfilling an Engagement (“Medical Malpractice”) through the GoTu Platform. GoTu provides coverage brokered by FDA Services. You will be assessed a Safety Fee per Engagement based on your profession type if you do not provide proof of malpractice insurance. By agreeing to these Terms of Use, you are agreeing to pay this Safety Fee.  If you and the Client agree that you will act as a Dental Auxiliary Personnel Employee, this provision may be subjected to other agreements between you and the Client and/or Employment Provider.

iv. In the event that your actions cause an injury to a third party while they are working in the course and scope of providing services during an Engagement or other activities covered by this Agreement, you acknowledge and understand that they will not be covered by any general liability or automobile liability insurance coverage that GoTu may have, and that GoTu is not making any commitment to defend and/or indemnify them in such circumstances, and specifically denies any such obligation.

v. You are required to expeditiously notify GoTu at (786)460-2170 (GoTu Customer Success) of any accidents or emergencies that occur while performing Dental Services and to cooperate and provide all necessary information related thereto regardless of whether you purchase OAI or Malpractice insurance through GoTu or not. Notwithstanding, you should not provide or otherwise disclose to GoTu or its affiliates any personal health information (“PHI”) in violation of any applicable law, including HIPPA.

vi. You are not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by you or some other entity and you are obliged to pay federal and state income tax on any money pursuant to your contractual relationship with GoTu or Client.

vii. You agree to indemnify, defend and hold GoTu harmless from any costs, expenses, penalties or damages (including attorney’s fees) arising from your failure to properly pay such taxes or contributions and/or GoTu not withholding or remitting employment taxes or contributions relative to compensation paid to you.

N. If you become employed by the PEO, agreements between the Dental Auxiliary Personnel Employee, PEO, and, if applicable, other entities, for the provision of services to Client will also govern the provision of your services.

3. Arrangement Between the Parties

A. Dental Auxiliary Personnel: You acknowledge that if you are an independent contractor Dental Auxiliary Personnel, you are an independent contractor operating as a self-employed individual who uses GoTu’s Platforms to offer and provide Dental Care Services to Clients.  You acknowledge and agree that GoTu has no responsibility for, control over, or involvement in the scope, nature, quality, character, timing or location of any work or Dental Care Services performed by you. However, GoTu requires you to prove your appropriate credentials, including but not limited to, current and active license, Occupational Accident Insurance, and Malpractice Insurance, before being allowed to use the GoTu Platform. 

B. Insurance: At all times during the term of this Agreement, GoTu shall provide Client with proof of Occupational Accident Insurance and Malpractice Insurance provided by independent Dental Auxiliary Personnel providing Dental Services to them Client on Client’s request.

C. Relationship Between GoTu and Client: You agree that nothing under this Agreement is intended, nor shall be construed, to create a partnership, employer-employee relationship, or joint venture between GoTu and Client.  Neither party nor their respective agents, employees, or independent contractors shall have any authority to bind the other party without the other party’s express written consent.  

D. Platform: GoTu grants to you, a non-exclusive, non-transferable license for you to engage in a business-to-business arrangement to  provide Dental Care Services in strict accordance with these Terms, which is incorporated herein by reference. 

E. Dental Auxiliary Personnel Representations and Warranties: You acknowledge, understand, represent and warrant:

i. You are not currently excluded, debarred, or otherwise ineligible to participate in the federal health care programs as defined in 42 USC § 1320a-7b(f) (the “Federal Healthcare Programs”) or any state healthcare programs; Have not been convicted of a criminal offense related to the provision of healthcare items or services but have not yet been excluded, debarred, or otherwise declared ineligible to participate in the Federal Healthcare Programs or any state healthcare programs; Are not, to the best of its knowledge, under investigation or otherwise aware of any circumstances which may result in you being excluded from participation in the Federal Healthcare Programs or any state healthcare programs. This shall be an ongoing representation and warranty during the term of this Agreement, and You shall immediately notify GoTu of any change in the status of the representations and warranty set forth in this section. Any breach of this section shall give GoTu the right to terminate this Agreement immediately for cause.  

ii. You maintain the confidential nature of Client and PHI information at all times in accordance with governing law. For purposes of this provision, “confidential” information means non-public information about either party or its employees or agents that is disclosed or becomes known to the other party as a consequence of or through its performance of Dental Services, including, but not limited to, matters of a business nature, such as bill rates, requests for placement, costs, profits, margins, markets, sales, business processes, information systems, and any other information of a similar nature. 

iii. All information that you provide to GoTu is true and accurate, and you will maintain that information up to date.  You will provide GoTu with whatever proof of identity GoTu may reasonably request.  You will keep secure and confidential your account password or any identification GoTu provides you which allows access to Platform.

iv. You are solely responsible for activity that occurs with your username/password and shall be responsible for maintaining the confidentiality of your password. You shall never use another person’s Account to accept an Engagement or otherwise. If you discover any unauthorized use of your username/password, or other known security breach, you must report it to GoTu immediately. You agree that you are responsible for anything that happens through your username/password until you terminate or deactivate your Account with GoTu.   

v. You agree that all laws, licenses, certifications, rules, and regulations required of you to act in the field of Dentistry and provide Dental Services are up to date and honored in accordance with the requirements of your state. You agree and understand that each time you accept an Engagement, you warrant that your applicable licenses and certifications are active and current. It is your responsibility to maintain current and active licenses. You agree that you will carry your license with you during the performance of Dental Services secured through the Platform.

vi. You will not use the Services to identify Dentists, Dental Offices, Hygienists or associated employees to complete offline transactions that circumvent your payment obligations for the Services. You may not authorize others to use your user status, and you may not assign or otherwise transfer your user account to any other person or entity without the express written authorization of GoTu.

vii. You shall at all times comply with all applicable state, federal, and local laws while using the Services.

F. GoTu Duties: You acknowledge and understand:

i. GoTu provides you with access on the Platforms, in accordance with these Terms. While most information and documentation will be contained and viewable through the Platform, GoTu may, in its reasonable discretion, and upon reasonable request by the Client, provide the Client with such information as the Client may require from time to time.

ii. GoTu requires you to provide proof of current and active license, Occupational Accident Insurance, and Malpractice Insurance, before being allowed to use the GoTu Platform to offer services to Clients, as required. GoTu further requires you to successfully pass a background check or provide proof of a current and active license from the National Board of Dental Hygienists or any other state or federal regulatory requirement. 

iii. Notwithstanding anything to the contrary herein, GoTu has no authority or control over the Dental Care Services you provide during an Engagement or otherwise, including the quality and method of providing such Dental Care Services or the day-to-day oversight or supervision of your provision of such Dental Care Services.  GoTu does not and will not provide you with any tools, equipment, or uniforms for the performance of Dental Care Services. 

4. Intellectual Property Rights 

The Platform and its entire contents, features and functionality including but not limited to all information, software, text, data, displays, images, video and audio, and the design, selection and arrangement thereof (“Our Property”), are owned by GoTu, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

Subject to the terms and conditions herein, we grant you the non-exclusive, limited, revocable right to access and use the Platform solely to the extent necessary for the Specified Purpose only, as permitted by these Terms.  We reserve all other rights. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit Our Property or any of the material on our Platform, except as follows: 

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by Your Web browser for display enhancement purposes.
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use.

You must not delete or alter any copyright, trademark, or other proprietary rights notices from Our Property. You must not access or use for any commercial purposes other than the Specified Purpose any part of the Platform or any Services or materials available through the Platform. If you wish to make any use of material on the Platform other than that set out in this section, please address your request to [email protected]. 

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms, your right to use the Platform will cease immediately and You must, at our option, return or destroy any copies of the materials You have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by GoTu. Any use of the Platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. 

The marks of GoTu, its logo, and all related names, logos, product and service names, designs and slogans are trademarks of GoTu or its affiliates or licensors. You must not use such marks without the prior written permission of GoTu. All other names, logos, product and service names, designs and slogans on this Platform are the trademarks of their respective owners, and each owner retains all rights in its marks. Any use of marks displayed on the Platform will inure solely to the benefit of their respective owners.

5. Billing and Payment Terms

A. Payment: GoTu, or the PEO if applicable, facilitates payments to you from the Client for Dental Care Services you provide during Engagements. GoTu charges Clients for both your pay, as agreed between You and Client, and the GoTu Booking Fee upon Engagement confirmation. You acknowledge and agree this payment structure fully compensates you for the Dental Services you provide Client.

B. Payment Form: You will be paid either via debit card or ACH. Payments are processed by Stripe, and you must agree to the Stripe terms and conditions prior to using the GoTu platform. 

C. Confirmation of Dental Auxiliary Personnel Hours: Upon completion of an Engagement, you are required to submit to a record confirming your completion of the Engagement through the Platform, unless otherwise directed by the PEO if applicable. Client is required to electronically confirm the number of hours worked by you recorded through the Platform within 24 hours of the completed Engagement. Unchanged hours for confirmed Engagements will be auto-approved. Undisputed or auto-approved hours for completed Engagements after one (1) day of the completed Engagement are deemed correct and payable according to these terms. In the event that the dental office initiates the early departure of the professional without any culpability on the part of the professional, the professional shall retain the entitlement to compensation corresponding to the originally scheduled hours.

D. Cancellation Policy: 

i. Once you accept an Engagement, you have committed to put your best efforts forward to complete the Engagement. The Client is counting on you so you should not accept an Engagement unless you are reasonably certain that you can be there. Any Engagement you cancel with less than 4 days/96 hours until the Engagement start time will result in a penalty on your account, resulting in a temporary account restriction. 

ii. Not showing up for an Engagement you are confirmed for and not notifying the Client within 24 hours of the start of the Engagement that you are unable to fulfill your temp contract is commonly referred to as a ““No-call, No-Show””. Performing a ““No Call, No Show”” is a breach of this Agreement. Performing a 3 ““No-Call, No-Shows”” will result in you being blocked from the Platform.

iii. In the event of a total Client office closure, which results from causes beyond the reasonable control of the dental practice, including, and not limited to infrastructural emergencies that deem the entire workforce inoperable (general building malfunctions, electrical, gas, and water damage), you will be paid out 25% of your contracted wage and the Client will receive a 75% refund of professional pay. The GoTu Booking Fee will still be paid in full. While GoTu makes every effort to provide pay to the dental professional in the event of a dental office cancellation, GoTu reserves the right to waive this payment if the cancellation is determined to be the result of a catastrophic event or force of nature.

iv. If Client elects to cancel their request for Dental Care Services from you between 96-24 hours before the Engagement, you will still be paid 25% of the booked pay for the inconvenience and loss of work.

v. If the Client elects to cancel their request for Dental Care Services from you within 24 hours before an Engagement you will still be paid 100% of the booked pay for inconvenience and loss of work as you may not be able to otherwise find work during the same time slot.\

vi. The PEO may not allow for cancellations in accordance with this subparagraph if you provide services as a Dental Auxiliary Personnel Employee.

E. Additional Employment Provider Terms.  You acknowledge and agree that if you act as a Dental Auxiliary Personnel Employee, the PEO may have additional or different financial terms that you are subject to.  In the case of a conflict between such additional financial terms and this Section, the PEO terms control.

7. Limitations on Liability

A. IN NO EVENT WILL GOTU, THE PEO THEIR AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBPLATFORMS LINKED TO IT, ANY CONTENT ON THE SERVICE OR SUCH OTHER SERVICES OR ANY SERVICES OR ITEMS OBTAINED OR TRANSACTED THROUGH THE PLATFORM OR SUCH OTHER SERVICES, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY, WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IN NO EVENT SHALL GOTU’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED U.S. DOLLARS (US $500).

B. GOTU’S PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE DENTAL CARE SERVICES WITH CLIENTS, BUT YOU AGREE THAT GOTU HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES PROVIDED BY YOU OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

C. THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER CLIENT’S RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

8. Termination 

A. The term of these Terms shall commence on and be effective as of the date of these Terms is first accepted by you and will continue until these Terms is terminated in accordance with the terms and conditions herein.

B. Except as otherwise provided herein, you can terminate these Terms with or without cause by providing prior written notice to GoTu of such termination. Any termination of the Terms in accordance with the foregoing shall be effective as of the date of the later of (a) the date on which you delete and deactivate your Account and (b) the day after you have completed your last Engagement that has already been scheduled and accepted by Client as of the time GoTu receives your notice of termination. 

C. Notwithstanding anything to the contrary in these Terms, GoTu may terminate or deactivate your Account and/or terminate these Terms immediately, with respect to you in the event you are in violation of these Terms in material breach of the Terms. 

9. Indemnification

A. By entering into these Terms and providing the Dental Care Services to Clients, you agree, to the fullest extent permitted by applicable law, that you shall defend, indemnify and hold GoTu, the PEO if applicable, their licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys, assigns and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with you providing Dental Care Services inconsistently with your classification as an independent contractor, including but not limited to the following claims:

i. based on alleged breach of any term of these Terms, representations, and warranties of you set forth herein, 

ii. based on violation of any applicable law or regulation;

iii. based your violation of any rights of any third party, including Clients;

iv. based on the negligent or intentional acts;

v. based on your content you submit, post, or transmit through the Platform, 

vi. related to any Engagement, including any claims by any third party or government agency that you were misclassified as an independent contractor or employee of Client, and any claim that GoTu was an employer or joint employer of you and/or any of your affiliate, employee, or subcontractor, and  related legal claims under any employment laws; or

vii. based a claim that any User Data infringes the copyright, trademark, or patent rights of any third party.

1. Arbitration and Class Action Waiver (United States)

PLEASE READ THIS SECTION CAREFULLY—IT AFFECTS THE PARTIES’ LEGAL RIGHTS AND GOVERNS HOW YOU AND GoTu CAN BRING CLAIMS AGAINST EACH OTHER.  THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND GoTu TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.  

THESE MUTUAL TERMS TO ARBITRATE (“ARBITRATION TERMS”) IS BETWEEN DENTAL AUXILIARY PERSONNEL, INCLUDING DENTAL AUXILIARY PERSONNEL EMPLOYEES (ALSO REFERRED TO IN THESE ARBITRATION TERMS AS “YOU”, “YOUR”) AND GoTu, AND THE PEO, IF YOU ARE A DENTAL AUXILIARY PERSONNEL EMPLOYEE. THE FEDERAL ARBITRATION ACT (9 U.S.C. § 1 ET SEQ.) APPLIES TO THESE ARBITRATION TERMS, WHICH COMMENCE THE MUTUAL OBLIGATIONS BY GoTu AND DENTAL AUXILIARY PERSONNEL TO ARBITRATE DISPUTES PROVIDE ADEQUATE CONSIDERATION FOR THESE TERMS. ALL DISPUTES COVERED BY THESE TERMS WILL BE DECIDED BY A SINGLE ARBITRATOR THROUGH FINAL AND BINDING ARBITRATION AND NOT BY WAY OF COURT OR JURY TRIAL. 

A. CLAIMS COVERED BY THE ARBITRATION TERMS: These Arbitration Terms are intended to be as broad as legally permissible, and, except as ithey otherwise provide, apply to all claims or controversies, past, present, or future, that otherwise would be resolved in a court of law or before a forum other than arbitration. Except as they otherwise provide, these Arbitration Terms apply to any dispute that GoTu or the PEO may have against Dental Auxiliary Personnel or that Dental Auxiliary Personnel may have against GoTu or the PEO, and/or any of their, past, present, or future: (i) officers, directors, shareholders, employees, members, agents, clients, customers or facilities utilizing the GoTu platform; (ii)  parents, subsidiaries, affiliates; (iii) benefit plans or the plans’ sponsors, fiduciaries, administrators, affiliates or agents; and (iv) successors or assigns. Each and all of which the individuals and entities listed in (i) – (iv) above may enforce these Terms as a direct or third-party beneficiary. 

Except as they otherwise provide, these Arbitration Terms apply, without limitation, to claims based upon or related to the Terms, Dental Auxiliary Personnel’s classification as independent contractor or employee, Dental Auxiliary Personnel’s provision of Dental Care Services, Dental Auxiliary Personnel’s use of the Platform, any payments received by Dental Auxiliary Personnel through the Platform or arising out of or relating to the acceptance or performance of Dental Care Services arranged through the Platform, the termination of these Terms, and all other aspects of the Dental Auxiliary Personnel relationship (or the termination of its relationship) with GoTu or the PEO if applicable, past, present or future, whether arising under federal, state or local statutory and/or common law.  

The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the validity, scope, applicability, enforceability, or waiver of these Arbitration Terms including, but not limited to any claim that all or any part of these Arbitration Terms is void or voidable. However, the preceding sentence does not apply to any claims under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act. 

B. LIMITATIONS ON HOW THESE ARBITRATION TERMS APPLY AND CLAIMS NOT COVERED BY THESE ARBITRATION TERMS: The following claims are not covered under these Arbitration Terms: (i) Dental Auxiliary Personnel’s compensation benefits, state disability insurance benefits or unemployment insurance benefits; however, these Terms apply to discrimination or retaliation claims based upon seeking such benefits; and (ii) disputes that an applicable federal statute expressly states cannot be arbitrated or subject to a pre-dispute arbitration Terms, including disputes that may not be subject to pre-dispute arbitration Terms under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act.

Nothing in these Arbitration Terms prevents Dental Auxiliary Personnel from making a report to or filing a claim or charge with a governmental agency, and nothing in these Arbitration Terms prevents the investigation by a government agency of any report, claim or charge otherwise covered by these Arbitration Terms. Nothing in these Arbitration Terms prevents or excuses a party from exhausting administrative remedies by filing any charges or complaints required by any governmental agency before bringing a claim in arbitration. GoTu and the Employment Provider will not retaliate against Dental Auxiliary Personnel for filing a claim with an administrative agency. These Arbitration Terms also do not prevent or prohibit Dental Auxiliary Personnel’s in any way from reporting, communicating about, or disclosing claims for discrimination, harassment, retaliation, or sexual abuse.  

Either party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief. The court to which the application is made is authorized to consider the merits of the arbitrable controversy to the extent it deems necessary in making its ruling, but only to the extent permitted by applicable law. All determinations of final relief, however, will be decided in arbitration.

C. ARBITRATION PROCEDURES:  The arbitration will be administered by the American Arbitration Association (“AAA”), and except as provided in these Terms, will be under the then current Commercial Arbitration Rules of the AAA (“AAA Rules”) (the AAA Rules are available via the internet at www.adr.org/commercial or by using a service such as Google to search for “AAA Commercial Arbitration Rules”); provided, however, if there is a conflict between the AAA Rules and these Arbitration Terms, these Arbitration Terms shall govern. Unless the parties jointly agree otherwise, the Arbitrator must be an attorney licensed to practice law in the state in which the arbitration is convened, or a retired judge from any jurisdiction. In the event, however, either party asserts a claim or claims that include a covered ERISA claim, the parties agree the Arbitrator must be a retired federal judge from any jurisdiction. Unless the parties jointly agree otherwise, the arbitration will take place in or near the city and in the state where Dental Auxiliary Personnel engaged or was last engaged by a Client on the GoTu Platform. 

The Arbitrator will be selected as follows: The AAA will give each party a list of 11 arbitrators (who are subject to the qualifications in the preceding paragraph) drawn from its panel of arbitrators. Each party will have ten (10) calendar days to strike all names on the list it deems unacceptable. If only one common name remains on the lists of all parties, that individual will be designated as the Arbitrator. If more than one common name remains on the lists of all parties, the parties will strike names alternately from the list of common names by telephone conference administered by AAA, with the party to strike first to be determined by a coin toss conducted by AAA, until only one remains. If no common name remains on the lists of all parties, the AAA will furnish an additional list of 11 arbitrators from which the parties will strike alternately by telephone conference administered by AAA, with the party to strike first to be determined by a coin toss conducted by AAA, until only one name remains. That person will be designated as the Arbitrator. If the individual selected cannot serve, AAA will issue another list of 11 arbitrators and repeat the alternate striking selection process. If the AAA will not administer the arbitration or is unwilling to administer the arbitration consistent with these Arbitration Terms, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted to appoint a neutral Arbitrator, who shall act under these Arbitration Terms with the same force and effect as if he or she had been specifically named herein.

The Arbitrator may award any remedy to which a party is entitled under applicable law, but remedies will be limited to those that would be available to a party in their individual capacity for the claims presented to the Arbitrator, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. Unless otherwise agreed in writing by the parties, the Arbitrator shall apply the substantive federal, state, or local law applicable to the claims asserted. The Federal Rules of Evidence shall apply to the proceeding. Either party may file dispositive motions, including without limitation a motion to dismiss and/or a motion for summary judgment, and the Arbitrator will apply the standards governing such motions under the Federal Rules of Civil Procedure.  

The Arbitrator will issue an award by written opinion within thirty (30) days from the date the arbitration hearing concludes or the post-hearing briefs (if requested) are received, whichever is later. The opinion will be in writing and include the factual and legal basis for the award. Judgment on the award issued by the Arbitrator may be entered in any court of competent jurisdiction.  Either party may seek correction, confirmation or vacatur in a court of competent jurisdiction as provided by the Federal Arbitration Act. 

D. NOTICE OF ARBITRATION DEMAND, COOLING OFF PERIOD, AND INFORMAL SETTLEMENT CONFERENCE:  GoTu, the Employment Provider if applicable, and Dental Auxiliary Personnel agree that the party initiating the claim must make a written demand for arbitration of the claim to the other party no later than the expiration of the statute of limitations (deadline for filing) that the law prescribes for the claim. The demand for arbitration shall identify the claims asserted, the facts upon which such claims are based, and the relief or remedy sought. The demand for arbitration must be signed by the party making the demand for arbitration (Dental Auxiliary Personnel personally or authorized representative of GoTu or the Employment Provider, as applicable). Written demand for arbitration to GoTu must be sent to the addresses in Section 11. The Arbitrator will resolve all disputes regarding the timeliness or propriety of the demand for arbitration and apply the statute of limitations that would have applied if the claim(s) had been brought in court.    

The parties mutually agree that after a party initiates the claim by making a written demand for arbitration to the other, unless otherwise mutually agreed to in writing by both parties, neither party will submit the demand to AAA for thirty (30) days after the demand is made (“Cooling Off Period”).  During the Cooling Off Period, the parties may attempt in good faith to resolve the claim. The parties may also mutually agree to extend the Cooling Off Period. During the Cooling Off Period, either party may request an informal meeting to discuss in good faith a potential informal resolution of the dispute, without the need to go forward in an arbitration (“Informal Settlement Conference”). If timely requested, the Informal Settlement Conference will take place at a mutually agreeable time by telephone or videoconference. Dental Auxiliary Personnel and a GoTu and a PEO, if applicable, representative must personally participate; any counsel representing Dental Auxiliary Personnel or GoTu and the PEO, if applicable, also may participate. The requirement of personal participation in an Informal Settlement Conference may be waived only if Dental Auxiliary Personnel and GoTu and, if applicable, the PEO, agree in writing. At the end of the Cooling Off Period or if an Informal Settlement Conference is timely requested, 30 days after completion of the Informal Settlement Conference, and unless the parties have resolved the claim, the demand for arbitration will be submitted to AAA for administration by the party initiating the claim. The AAA’s address is as follows: American Arbitration Association, Case Filing Services, 1101 Laurel Oak Road, Suite 100, Voorhees, NJ 08043. The AAA’s current address and/or email address also may be found on its web site at www.adr.org. Unless otherwise prohibited by applicable law, an arbitrator and/or AAA is without authority to accept or administer any arbitration demand unless and until the parties have complied with the demand for arbitration process and Cooling Off Period. 

E. CLASS, COLLECTIVE, AND OTHER REPRESENTATIVE ACTION WAIVERS (“CLASS ACTION WAIVER”): GoTu, you, and the Employment Provider if applicable mutually agree that by entering into these Arbitration Terms, waive their right to have any dispute or claim brought, heard, or arbitrated as a class, collective, and/or other representative action to the maximum extent permitted by law, and an arbitrator will not have any authority to hear or arbitrate any such class, collective, or other representative action. You also waive your right to receive notice of any class, collective, or other representative action that may be filed. Notwithstanding any other clause contained in these Arbitration Terms the AAA Rules, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or other representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective, or other representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. 

F. ARBITRATION FEES AND COSTS: Dental Auxiliary Personnel and GoTu shall follow the AAA Rules applicable to initial filing fees, but  Dental Auxiliary Personnel will not be responsible for any portion of those fees in excess of the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. GoTu or the Employment Provider, if applicable, shall pay any remaining portion of the initial fee and will pay all costs and expenses unique to arbitration, including without limitation the Arbitrator’s fees. Each party will pay for its own costs and attorneys’ fees, if any, except that the Arbitrator may award reasonable fees and costs to the prevailing party as provided by law or contract. The Arbitrator will resolve any disputes regarding costs/fees associated with arbitration.     

G. SANCTIONS: To the extent allowed by applicable law and if the claim(s) or counterclaim(s) brought by either party in arbitration allow for imposition of sanctions, the Arbitrator may award either party its reasonable attorneys’ fees and costs, including reasonable expenses associated with production of witnesses or proof, upon a finding that the claim or counterclaim was frivolous or brought solely to harass Dental Auxiliary Personnel GoTu, or the PEO, if applicable. 

H. CONSTRUCTION AND ENFORCEMENT OF THESE ARBITRATION TERMS: This is the complete agreement of the parties about arbitration of covered disputes. Any contractual disclaimers GoTu or the PEO has in any handbooks, other agreements, or policies do not apply to these Arbitration Terms. Unless these Arbitration Terms are not entered into, deemed void, unenforceable, or invalid in their entirety, Dental Auxiliary Personnel GoTu, and the PEO if applicable, expressly agree that these Arbitration Terms supersede and take priority over any other arbitration agreement between the parties. If a court determines the Federal Arbitration Act does not apply to a particular dispute or to one or both parties, the parties agree that the arbitration law of the jurisdiction where the arbitration will take place will apply. These Arbitration Terms will survive the termination of Dental Auxiliary Personnel’s access to GoTu’s Platform.

Dental Auxiliary Personnel has the right to consult with counsel of Dental Auxiliary Personnel’s choice concerning these Arbitration Terms and to be represented by counsel at any stage during the arbitration process. If any provision of these Arbitration Terms is found to be invalid, unenforceable, unconscionable, void or voidable, in whole or in part, that provision will be severed or modified and such adjudication will not affect the validity of the remainder of the Arbitration Terms. All remaining provisions will remain in full force and effect. 

YOU HAVE CAREFULLY READ AND UNDERSTAND THESE MUTUAL TERMS TO ARBITRATE AND AGREE TO THEIR TERMS. BY SIGNING THE TERMS PHYSICALLY, OR ELECTRONICALLY THROUGH DOCUSIGN OR OTHER ELECTRONIC MEANS, DENTAL AUXILIARY PERSONNEL IS AGREEING TO AND ACCEPTING THEE ARBITRATION TERMS, AND GoTu AND DENTAL AUXILIARY PERSONNEL AND THE PEO, IF APPLICABLE, ARE GIVING UP RIGHTS TO A COURT OR JURY TRIAL AND AGREEING TO ARBITRATE CLAIMS AND DISPUTES COVERED BY THE ARBITRATION TERMS. 

11. Miscellaneous

A. Nondiscrimination: GoTu and the PEO do not discriminate on the basis of sex, color, race, national origin, religion, gender, gender identity, marital status, age, sexual orientation, or any other applicable federal, state, or local protected class.

B. Headings: Headings are used in these Terms for reference only and shall not be considered when interpreting these Terms.

C. Modifications: Except as provided in the “Arbitration Agreement and Class Waiver” in Section 10 above, and with the exception of claims already asserted in arbitration, GoTu reserves the right to change the Provider Terms at any time in our sole business discretion. Updated versions of the Terms will never apply retroactively and the updated Terms will give the exact date they go into effect. If the modifications to the Terms constitute a material change, in GoTu’s good faith reasonable judgment, GoTu will notify you Via email or posting notice Via App/Platform. If you do not agree to any amendment of the Terms, you must immediately stop using the Platform. Your continued use of the Platform after any modification to the Terms constitutes acceptance of the amended Terms. However, any changes to the Arbitration Agreement, will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Platform.

D. Survival: Sections 1, 2, 3,4, 5, 6, 7, 8, 9, 10, and 11 will survive any termination of these Terms.

E. Notices:  Any notice or other communication required or permitted by these Terms to be given to a party shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service, or mailed by U.S. registered or certified mail (return receipt requested), or sent via facsimile (with receipt of confirmation of complete transmission) to the party at the party’s address or facsimile number written below or at such other address or facsimile number as the party may have previously specified by like notice.  If by mail, delivery shall be deemed effective 3 business days after mailing in accordance with this Section 11.E.

(1) GoTu Technology, Inc.

100 SE 2nd St # 1300, Miami, FL 33131

Attention: Edward Thomas

(2) If to Dental Auxiliary Personnel, to last address of Dental Auxiliary Personnel provided in writing by Dental Auxiliary Personnel to GoTu.

F. Waiver and Severability: No waiver by GoTu of any term or condition set forth in the Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of GoTu to assert a right or provision under the Terms shall not constitute a waiver of such right or provision. The invalidity of any one or more of the words, phrases, sentences, clauses, or sections contained in these terms shall not affect the enforceability of the remaining portions of these terms or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, or sections contained in the Terms shall be declared invalid or unenforceable by a court of competent jurisdiction, or an arbitrator as applicable, the Terms shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted. If such invalidity is caused by scope, length of time, or size of area, or any or all of the foregoing, the otherwise invalid or unenforceable provision will be considered to be reduced to such scope, time, or area, which would cure such invalidity and render it valid and enforceable.

G. Assignability: The Terms and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third party without our prior written consent in our sole discretion. Any purported assignment, transfer or delegation without such consent will be null and void. GoTu may assign or otherwise transfer or delegate the Terms (including any rights or obligations hereunder), including to any purchaser of GoTu’s business, from time-to-time in our sole discretion. These Terms will be binding upon and inure to the benefit of the parties’ successors and permitted assigns.

H. Governing Law:  Other than the Arbitration provision, which shall be governed by the Federal Arbitration Act, these Terms shall be governed by the laws of the State of Florida without regard to Florida’s conflicts of law rules. 

I. Entire Agreement: These Terms and the agreements referenced herein constitute the entire agreement between the parties with respect to the subject matter of these Terms and supersedes all prior written and oral agreements between the parties regarding the subject matter of these Terms.