# AGENCY LOCUMS AGENT END USER LICENSE AGREEMENT (EULA) & PLATFORM TERMS

**Effective Date: August 18, 2026**  
**Version:** 2.0 (Agency Partner Edition)  
**Issuer:** Quantum Care Collective, Inc. ("Quantum"), a Florida S-Corporation  
**Applies To:** Agency Locums Agents, Recruiters, Account Managers, Staffing Coordinators, and Authorized Agency Representatives  

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### IMPORTANT NOTICE — READ CAREFULLY BEFORE SIGNING OR ACCESSING THE PORTAL:
THIS AGENCY LOCUMS AGENT END USER LICENSE AGREEMENT ("AGREEMENT" OR "EULA") IS A BINDING LEGAL CONTRACT BETWEEN **QUANTUM CARE COLLECTIVE, INC.** ("QUANTUM", "WE", "US", OR "OUR") AND YOU, THE INDIVIDUAL AGENCY LOCUMS AGENT OR RECRUITER ("AGENT", "YOU", OR "YOUR"), AS WELL AS THE LOCUMS TENENS STAFFING AGENCY, RECRUITING FIRM, OR HEALTHCARE EMPLOYMENT ENTITY ON WHOSE BEHALF YOU ACCESS THE PLATFORM ("AGENCY").

BY CLICKING "I AGREE", ELECTRONICALLY SIGNING, CREATING AN AGENT ACCOUNT, OR ACCESSING/UTILIZING THE QUANTUM PORTAL, VMS SOURCING HUB, OR JOB POSTING INTERFACES (COLLECTIVELY, THE "PLATFORM"), YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:
1. YOU ARE AUTHORIZED TO BIND YOUR AGENCY TO THIS EULA;
2. MANDATORY EULA EXECUTION IS REQUIRED PRIOR TO ACCESSING PORTAL FEATURES;
3. **QUANTUM RETAINS THE ABSOLUTE RIGHT TO RECEIVE A MANDATORY FINDER'S FEE OF $3.00/HOUR WORKED ON ALL CLINICIAN MATCHES AND CONVERSIONS FACILITATED THROUGH OUR SYSTEM AS SPECIFIED HEREIN; AND**
4. **THE $3.00/HR FINDER'S FEE IS DUE AND PAYABLE AT THE END OF THE CLINICIAN'S FIRST MONTH OF WORK VIA STRIPE ACH AUTO-SETTLEMENT, WITH RECEIPTS AND PAYOUTS FULLY TRACKABLE IN THE AGENCY PORTAL.**

IF YOU DO NOT AGREE TO ALL TERMS OF THIS EULA, YOU ARE STRICTLY PROHIBITED FROM ACCESSING OR USING THE QUANTUM PLATFORM.

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## 1. MANDATORY AGENT EULA EXECUTION & AGENCY AUTHORITY

### 1.1 Mandatory Execution Prior to Access
No Agency Locums Agent or recruiter may create job listings, review clinician-authorized applications, or confirm staffing matches without first reviewing and executing this EULA. This requirement applies to all user roles designated as Agency Admin, Recruiter, Account Manager, or Staffing Agent.

### 1.2 Authority to Bind Agency
By accepting this EULA, the Agent represents and warrants that they possess actual, legal, and corporate authority to execute agreements on behalf of the Agency. All actions, matches, submissions, and commitments made by the Agent within the Platform shall be legally binding upon both the individual Agent and the Agency entity.

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## 2. SCOPE OF LICENSE & CLINICIAN-CONTROLLED PRIVACY

### 2.1 Grant of License
Subject to compliance with this EULA and payment of all applicable fees, Quantum grants Agent a limited, non-exclusive, non-transferable, revocable license to access the Platform solely for:
* Posting locums tenens job opportunities and shift openings;
* Receiving applications and expressions of interest from healthcare providers ("Clinicians");
* Reviewing credential documents and packets explicitly shared and authorized by Clinicians;
* Managing placement logistics and shift confirmations; and
* Tracking all receipts, invoices, and payouts for all active gigs and clinicians directly from the Agency Portal.

### 2.2 Clinician Privacy & Credential Vault Access
* **No Unsolicited Browsing**: Locums agencies cannot browse candidates or view clinician profiles or credential vaults unless the candidate establishes contact first.
* **Granular Credential Vault Access**: Credential vaults are never visible to locums agencies unless the candidate explicitly provides access in part or in whole to their credential vault for a specific opportunity.
* **License Restrictions**: Agent shall not export, scrape, or harvest Clinician profile data, attempt to prospect or cold-contact unexpressed users, or bypass digital fee-tracking mechanisms.

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## 3. CLINICIAN MATCHING & $3.00/HR FINDER'S FEE

### 3.1 Quantum Right to Mandatory Finder's Fee
Whenever a Quantum clinician matches a job with an Agency through our system, **Quantum retains the absolute and legally enforceable right to receive a mandatory Finder's Fee of $3.00 per hour worked ($3.00/hr) by the converted Clinician.** The Agency is strictly responsible for the payout.

### 3.2 Payout Timing (End of First Month of Work)
The $3.00/hr finder's fee is due and payable at the **end of the first month of work** of the clinician. The Agency holds sole legal responsibility for remitting earned finder's fee payouts.

### 3.3 Stripe ACH Auto-Settlement & Agency Portal Tracking
* **Auto-Settlement Authorization**: Agency authorizes Quantum to process earned Finder's Fee settlements ($3.00/hr worked) via Stripe ACH auto-settlement upon conclusion of each billing period.
* **Portal Transparency**: Agency Locums Agents can track all receipts, invoices, and payouts for all their gigs and clinicians in real time directly from their dedicated Agency Portal.
* **Reporting & Placement Audit**: Agency agrees to provide Quantum with true and accurate records of all shifts and hours worked by converted Clinicians.
* **Late Payments & Interest**: Any past-due Finder's Fee balances shall accrue interest at the rate of 1.5% per month (or the maximum allowable by law), plus all reasonable legal and collection expenses incurred by Quantum to enforce fee recovery.

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## 4. STRICT NON-CIRCUMVENTION & 300% LIQUIDATED DAMAGES

### 4.1 Strict Non-Circumvention
Agency and Agent explicitly agree that they shall not engage in any conduct intended to bypass, evade, avoid, or circumvent Quantum's entitlement to its $3.00/hr Finder's Fee. When a Quantum clinician matches a job with a locums agency through our system and Quantum does not get paid the finder's fee (or the agency attempts to bypass the platform by contracting the clinician offline), the Agency is in material breach of this Agreement.

### 4.2 300% Liquidated Damages Penalty
In the event of a non-circumvention or fee payment breach, Agency agrees to pay Quantum liquidated damages equal to **300% of the total Finder's Fee ($9.00/hr worked)** for all hours worked on the placement by the Clinician, in addition to all legal fees and collection costs incurred by Quantum.

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## 5. PRIMARY SOURCE VERIFICATION (PSV) & MALPRACTICE EXEMPTION

### 5.1 Technology Platform Model
Agent acknowledges that Quantum is a **Technology Logistics Platform** and software service provider. Quantum is **NOT** a clinical employer, staffing agency, or medical care provider.

### 5.2 Sole PSV & Compliance Liability
Agency holds **100% of the legal obligation and responsibility to conduct Primary Source Verification (PSV)** of all Clinician credentials, licenses, DEA registrations, background checks, and certifications prior to placing any Clinician on a clinical shift. The presence of documents inside Quantum's Credential Vault is provided for administrative convenience only and does not constitute a certified PSV audit by Quantum.

### 5.3 Malpractice & Clinical Liability Release
Agency and Agent acknowledge that Quantum carries **zero liability** for clinical care, medical malpractice, patient outcomes, scheduling conflicts, or actions taken by Clinicians placed on assignments. Agency maintains sole responsibility for ensuring appropriate medical malpractice insurance coverage (including tail coverage where applicable) is active for all placed Clinicians.

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## 6. DATA PRIVACY & CONFIDENTIALITY

### 6.1 Protection of Clinician Data
Agent agrees to handle all Clinician information, curriculum vitae, license numbers, and contact details strictly in accordance with applicable state and federal privacy laws (including HIPAA and HITECH standards where applicable). Clinician data accessed via authorized application submissions shall be used solely for evaluating legitimate locums tenens job matches.

### 6.2 Proprietary IP
All software, visual interfaces, VMS aggregation systems, candidate scoring metrics, and portal layout code are the sole property of Quantum Care Collective, Inc. Agent acquires no ownership rights by virtue of signing this EULA or using the Platform.

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## 7. TERM, TERMINATION & SURVIVAL

### 7.1 Term
This EULA remains in full force and effect for as long as Agent or Agency maintains an active account on the Quantum Platform or engages in placements facilitated by Quantum.

### 7.2 Termination
Quantum reserves the right to immediately suspend or terminate Agent's or Agency's portal access upon any material breach of this EULA, failure to pay earned Finder's Fees, or violation of non-circumvention covenants.

### 7.3 Survival of Provisions
Sections 3 (Finder's Fee), 4 (Non-Circumvention & 300% Penalty), 5 (PSV & Malpractice Exemption), and 8 (Governing Law & Disputes) shall survive any expiration, suspension, or termination of this EULA or Agent's portal account.

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## 8. GOVERNING LAW, JURISDICTION & ELECTRONIC SIGNATURE

### 8.1 Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of the **State of Florida**, without reference to conflict of laws principles. Any legal suit, action, or proceeding arising out of or related to this EULA or Finder's Fee disputes shall be instituted exclusively in the state or federal courts located in Florida.

### 8.2 Electronic Signature Binding Validity
Agent agrees that clicking "I Agree", checking an acceptance box, or entering an electronic typed signature constitutes a legally binding electronic signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA), having the same legal effect as a handwritten ink signature.

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### ELECTRONIC ACKNOWLEDGMENT & SIGNATURE REQUIREMENT
BY EXECUTING THIS AGREEMENT, AGENT CONFIRMS THAT THEY HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS HEREIN, INCLUDING QUANTUM'S EXPLICIT RIGHT TO RECEIVE A MANDATORY $3.00/HR FINDER'S FEE ON ALL CLINICIAN MATCHES FACILITATED THROUGH THE SYSTEM, PAYABLE AT THE END OF THE FIRST MONTH OF WORK VIA STRIPE ACH AUTO-SETTLEMENT.

**Quantum Care Collective, Inc.**  
A Florida S-Corporation  
Contact: `contact@quantumcarecollective.org` | `quantumcarecollective.org`