Rush — Firm Terms and Conditions

Last Updated: July 31, 2026 Version: 4.3 (FINAL FEE SCHEDULE, effective August 18, 2026: flat twenty percent (20%) Firm Platform Fee for all Firms — the 15% Founding Rate is retired — and a ten percent (10%) Worker Service Fee. Previously 4.1: Founding Rate lock fixed to a calendar date — through August 15, 2027 — per Martin, replacing the 6-month rolling lock. Previously 4.0: comprehensive amendment for Business Model v4 — finalized fee schedule with 15% founding rate / 20% list rate + $5 minimum, 10% Worker Service Fee, ACH bank-debit payment rails with backup card, deemed-approval window, cancellation-compensation ladder rewritten (25% / 50%), promotions programs (early-bird punch card and firm referral), no surge pricing commitment, $0 direct-hire conversion.)

These Firm Terms and Conditions ("Terms") govern the access to and use of the Rush mobile application, website, and related services (collectively, the "Platform"). The Platform is owned and operated by Rush Marketplace, Inc., a Delaware corporation ("Rush", "we", "us", or "our"). By creating an account, posting shifts, or otherwise using the Platform, you ("Firm", "you", or "your") agree to be legally bound by these Terms.

1. Definitions

• Platform: The Rush mobile application, website, and services.
• Firm: Any business entity that creates an account and posts Shifts on the Platform.
• Worker: An individual using the Platform to apply for or perform Shifts.
• Shift: A temporary work opportunity posted by a Firm. A Shift posting may require multiple Workers.
• Worker-Shift: One (1) Worker working one (1) Shift. A Shift posting requiring six (6) Workers constitutes six (6) Worker-Shifts. All Firm Platform Fee minimums, Promotion credits, and completed-Shift counts under these Terms are denominated in Worker-Shifts.
• Posted Wage: The hourly compensation the Firm posts for a Shift, expressed in U.S. Dollars. The Posted Wage is the gross hourly wage the Firm elects to offer to the Worker for the Shift and is the reference amount from which the Firm Platform Fee and Worker Service Fee are calculated.
• Firm Platform Fee: The service fee charged by Rush to the Firm for facilitating completed Worker-Shifts, calculated as twenty percent (20%) of (Posted Wage × hours worked), subject to a five-dollar ($5.00) minimum per completed Worker-Shift. A single rate applies to all Firms.
• Founding Rate: (Retired August 18, 2026.) Rush previously offered a discounted fifteen percent (15%) rate to early Firm accounts. That programme has ended and no Firm is billed at the Founding Rate; the single rate in these Terms applies to all Firms on a prospective basis.
• List Rate: The Firm Platform Fee rate of twenty percent (20%), applicable to all Firm accounts.
• Worker Service Fee: The service fee retained by Rush from the Worker's Shift earnings for facilitating the Worker's access to Shift opportunities on the Platform, calculated as ten percent (10%) of (Posted Wage × hours worked). There is no minimum Worker Service Fee.
• Firm Total Charge: The amount charged to the Firm's designated payment method upon Shift approval, equal to (Posted Wage × hours worked) plus the Firm Platform Fee, subject to the five-dollar ($5.00) per-Worker-Shift Firm Platform Fee minimum. This equals one hundred twenty percent (120%) of (Posted Wage × hours worked), or the applicable minimum, whichever is greater.
• Approval; Auto-Approval: A completed Shift is "Approved" (i) when the Firm affirmatively confirms completion in the Platform, or (ii) automatically at 12:00 p.m. local time on the day following the scheduled end of the Shift if the Firm has neither confirmed the Shift nor timely flagged a completion dispute in the Platform ("Auto-Approval"). See Section 8.
• ACH Debit; NACHA Authorization: The Firm's authorization to Rush and Rush's payment processor (Stripe) to initiate electronic Automated Clearing House ("ACH") debits from the Firm's designated business bank account, as set forth in Section 4.
• Backup Card: A credit or debit card the Firm maintains on file with the Platform as a fallback payment method for use in the circumstances described in Section 4 and Section 7B.
• Founding-Rate Punch Card; Referral Program: The promotional programs described in Section 7C.
• Return-Worker Priority ("RWP"): The Platform feature that gives Workers who have successfully completed one or more Shifts for a Firm the option to be offered subsequent Shifts posted by that Firm before the general worker pool.
• Reliability Score: The numerical score assigned to each Worker reflecting the Worker's behavior on the Platform, computed as described in the Community Guidelines & Safety Policy. Rush does not assign a Reliability Score to Firms; Firm conduct is enforced through the escalation ladder in Section 8 of the Community Guidelines & Safety Policy.

2. Platform Overview

Rush operates a technology platform connecting businesses with individuals seeking temporary Shift opportunities. Rush does not employ Workers, does not supervise workplace activity, and does not direct the manner or means of Worker performance. Workers perform services directly for the Firm under the Firm's supervision and direction. Nothing in these Terms creates an employment, agency, partnership, or joint-venture relationship between Rush and the Firm, or between Rush and any Worker.

3. Firm Eligibility and Accounts

Firms must:

• Operate a legitimate business entity in good standing in the jurisdiction of incorporation or formation;
• Provide accurate business-registration information, including legal name, operating address, EIN or equivalent tax identifier, and points of contact;
• Maintain current contact information;
• Maintain a valid payment method connected to the Platform at all times;
• Comply with all applicable federal, state, and local laws, including wage-and-hour laws, worker-classification laws, occupational-safety laws, and anti-discrimination laws.

Rush reserves the right to approve, deny, suspend, or terminate Firm accounts at its sole discretion exercised in good faith to maintain the integrity of the Platform.

3A. Prohibited Businesses; Acceptable Use

(a) Representation. As a material condition of using the Platform, the Firm represents and warrants, at account creation and continuously for so long as the Firm maintains a Rush account, that the Firm is not, and does not become, a business engaged in any of the categories set forth in Section 3A(b). The Firm agrees to notify Rush in writing within five (5) business days if the Firm becomes, or reasonably anticipates becoming, subject to any of these categories.

(b) Prohibited categories. The Firm shall not use the Platform to advertise, recruit for, or otherwise support any of the following:

1. Illegal activity. Any business, service, or operation that is unlawful under U.S. federal law, or under the laws of any state, county, or municipality in which the Firm operates, posts Shifts, or receives services from a Worker.

2. Controlled substances. The cultivation, manufacture, sale, distribution, delivery, or promotion of any substance scheduled under the federal Controlled Substances Act, 21 U.S.C. § 812, regardless of state-level legalization, decriminalization, or medical-use authorization. This prohibition includes but is not limited to cannabis and cannabis-derived products (other than hemp-derived products lawfully sold under the Agriculture Improvement Act of 2018).

3. Adult and sexually oriented services. Any business whose primary or substantial revenue is derived from adult entertainment, sexually explicit content, escort or companionship services, erotic dancing, adult film or photography, sexually oriented dating or matching services, or the sale or delivery of sexually explicit products, whether or not licensed under local law.

4. Regulated retail and delivery. The sale, delivery, or shipping of tobacco, vaping or e-cigarette products, alcoholic beverages for off-premises consumption, firearms, ammunition, explosives, or weapons of any kind. Exception: A Firm holding a valid state or municipal license to serve alcohol for on-premises consumption (for example, a bar, restaurant, or licensed venue) may post Shifts for roles performed on the licensed premises in connection with such on-premises operations. This exception does not extend to delivery, packaging, retail sale, distribution, or wholesale of alcoholic beverages.

5. Gambling. Any gambling, wagering, sweepstakes, lottery, fantasy-sports, or games-of-chance operation not operating under an active, valid state or tribal gaming license.

6. Unlicensed regulated services. Provision of medical, dental, veterinary, legal, financial-advisory, mortgage-lending, insurance-brokerage, mental-health, or tax-preparation services without the credentials and licensure required by the jurisdiction in which the service is performed.

7. Multi-level marketing. Businesses whose participant compensation is derived substantially from recruiting other participants rather than from sales of goods or services to end consumers.

8. Deceptive or shell entities. Any business that misrepresents its legal identity, ownership, physical operating address, or the nature of its operations, or that exists primarily to obscure any of the foregoing.

9. Businesses under active regulatory enforcement. Any business currently the subject of an ongoing consumer-protection, labor-standards, wage-and-hour, securities, or fair-employment enforcement action by any federal, state, or municipal agency, or subject to an active consent decree arising from such an action.

10. Catch-all. Any other activity that Rush determines, in its sole discretion exercised in good faith, to be inconsistent with the safety of Workers, the integrity of the Platform, or Rush's obligations under applicable law, the Stripe Connected Account Agreement, or any other agreement to which Rush is a party.

(c) Enforcement. Upon Rush's determination that a Firm has violated Section 3A(b), Rush may, without prior notice and in its sole discretion exercised in good faith: (i) Suspend or terminate the Firm's account; (ii) Remove any Shift postings then pending or open; (iii) Cancel any pending offers and applications; (iv) Retain Platform Fees already assessed and refuse to refund fees paid; and (v) Seek preliminary and permanent injunctive relief in any court of competent jurisdiction, and (to the maximum extent permitted by law in the applicable jurisdiction) without the requirement to post bond.

Nothing in Section 3A(c) shall relieve the Firm of its obligation to compensate Workers for Shifts already performed in good-faith reliance on the Firm's posting; the Firm remains obligated to pay for time worked, and Rush may, at its discretion, disburse pending Worker compensation for such Shifts notwithstanding the Firm's suspension or termination.

(d) No cure period. A Firm's inclusion in any category set forth in Section 3A(b) is a material breach for which no notice-and-cure period is available. The Firm expressly waives any argument that a cure period is required as a matter of good faith and fair dealing.

(e) No waiver by inaction; no endorsement. Rush's failure to identify a violation at signup, during initial account review, or during subsequent use does not constitute waiver of Rush's right to enforce this Section 3A at any subsequent time. Rush's approval of a Firm account, or of any Shift posting, does not constitute an endorsement of the Firm's business, a warranty as to the legality of the Firm's operations, or an admission that the Firm complies with this Section 3A.

(f) Severability within Section. If any prohibition set forth in Section 3A(b) is held unenforceable in any jurisdiction, the remaining prohibitions shall remain fully enforceable, and the unenforceable prohibition shall be enforced in every other jurisdiction to the maximum extent permitted.

(g) Governing law for this Section. The interpretation and enforcement of this Section 3A is governed by the laws of the State of Delaware, without regard to conflicts-of-law principles.

4. Payment Method and Authorization

(a) Primary Payment Method — ACH Debit. As a condition of using the Platform, the Firm shall (i) link a business bank account to the Platform through Rush's secure payment processor Stripe, using Stripe Financial Connections or comparable instant bank-verification technology, and (ii) authorize Rush and Stripe to initiate ACH debit entries from that account for all Firm Total Charges, adjustments, penalties, and other amounts owed under these Terms. The linked account must be an account owned by the Firm and used primarily for business purposes; the Firm represents and warrants this at each linking event and continuously for so long as the account remains on file.

(b) NACHA-Compliant Authorization. The Firm's authorization to Rush to originate ACH debits is a written authorization for recurring, variable-amount debits under NACHA Operating Rules. Debits will be initiated in the amount of the Firm Total Charge for each Approved Shift, together with any other amounts owed under these Terms. The Firm may revoke this authorization by providing Rush with not less than thirty (30) days' prior written notice to billing@rushshifts.com; revocation does not relieve the Firm of the obligation to pay for any Shifts Approved before the effective date of revocation, and the Firm's account will be paused for new postings upon revocation until an alternative NACHA authorization is established. Rush may re-initiate a returned ACH debit up to the number of times permitted by the NACHA Operating Rules.

(c) Backup Card. As part of onboarding, the Firm shall place a valid credit or debit card on file as a Backup Card. The Backup Card will be charged only in the circumstances described in Section 7B, including (i) during the New-Firm Underwriting Period for the Firm's first three (3) completed Worker-Shifts, (ii) if an ACH debit is returned for insufficient funds, closed account, or other cause, or (iii) as required by Rush in its sole discretion exercised in good faith for risk-management purposes. Backup Card charges are processed at face amount only; Rush does not surcharge debit or credit card payments, consistent with card-network rules.

(d) Sufficient Funds; Authorization to Charge. By linking a bank account and Backup Card, the Firm authorizes Rush to charge the Firm Total Charge, together with any other amounts owed under these Terms, upon Approval of a Shift. The Firm is responsible for maintaining sufficient available funds in the linked bank account. Fees imposed by the Firm's bank for insufficient funds, overdraft, or returned items are the sole responsibility of the Firm.

(e) Third-Party Processor. All payment collection and disbursement is processed through Stripe. The Firm's use of the payment features is also governed by Stripe's Services Agreement, including the Stripe Connected Account Agreement where applicable. Rush is not a bank and does not hold funds; the Firm acknowledges that all funds remain within the Stripe payment system until disbursed.

4A. New-Firm Underwriting; Exposure Cap

(a) New-Firm Underwriting Period. For each Firm's first three (3) completed Worker-Shifts, Rush will charge the Firm's Backup Card (not the linked bank account) for the Firm Total Charge upon Approval, in addition to any other risk-management measures Rush determines in its sole discretion exercised in good faith. After three (3) clean settlements, the Firm graduates to primary ACH debit for subsequent Shifts.

(b) Unsettled Exposure Cap. Rush maintains a hard cap of five hundred U.S. dollars ($500.00) in unsettled Firm exposure per Firm account. Upon reaching the cap, new Shift postings by the Firm will pause automatically until pending charges settle. Rush may adjust the cap in its sole discretion for risk-management purposes and will notify the Firm of any such adjustment.

(c) Failed ACH Consequences. If an ACH debit is returned unpaid for any reason, Rush may (i) immediately charge the full amount to the Backup Card at face value, (ii) require the Firm to prepay upcoming Shifts by card or other prefunded method, (iii) suspend new Shift postings pending resolution, and (iv) apply the returned amount to the Firm's exposure balance until settled. Repeated ACH failures may result in permanent conversion to prepaid-required status or account suspension under Section 3A(c) or 5A.

5. Posting and Managing Shifts

Shift postings must include:

• Job role or position title accurately describing the work
• Hourly Wage in U.S. Dollars
• Shift date, start time, and duration
• Number of Workers required
• Job duties and expectations
• Dress code or workplace requirements
• Physical Shift location

Firms may not post duplicative Shifts to inflate visibility or manipulate the matching system.

5A. Shift Reliability, Firm Cancellation, and Firm Conduct

(a) General. Firms who repeatedly cancel Shifts, fail to honor posted Shifts, or remove Workers without valid reason may be subject to posting restrictions, penalties, or account termination under the escalation ladder in Section 8 of the Community Guidelines & Safety Policy.

(b) Removal of Workers. Firms may not remove Workers from a Shift after acceptance without a legitimate business reason. Abuse of removal functionality may result in penalties, temporary posting restrictions, or account termination.

(c) Firm-Cancellation Compensation Ladder. If the Firm cancels a Shift after Workers have confirmed, the Firm shall pay confirmed Workers cancellation compensation as follows, based on how far in advance of the scheduled Shift start time the cancellation is initiated in the Platform:

Cancellation compensation is charged to the Firm's payment method and disbursed in full to the affected Worker. Rush does not retain any portion of firm-cancellation compensation and does not assess the Firm Platform Fee or Worker Service Fee on cancellation compensation. This obligation does not apply where cancellation is caused by a Force Majeure event under Section 18.

(d) "Business Didn't Open" (Firm No-Show). A Firm's failure to appear at a posted Shift, or failure to open the business location such that the Worker cannot perform the Shift after arriving as directed, is treated as a Firm no-show. The Firm shall pay each confirmed Worker fifty percent (50%) of the full posted Shift wage. A pattern of Business-Didn't-Open events will be enforced through the escalation ladder in Section 8 of the Community Guidelines & Safety Policy, up to and including account suspension or termination.

(e) Worker No-Show Credit (Firm-Facing Promise). If a confirmed Worker fails to appear for a Shift (a "Worker no-show"), the Firm owes no wages for the unfilled Worker-Shift and, upon the Firm's in-Platform attestation of the no-show within twenty-four (24) hours of the Shift's scheduled start, receives a Firm Platform Fee credit applied to the Firm's next completed Worker-Shift, subject to a limit of two (2) such credits per Firm per calendar month. A Worker who no-shows will separately have his or her Reliability Score reduced per the Community Guidelines & Safety Policy, independent of the Firm's credit.

5B. Wage Posting Requirements — Tipped and Customer-Facing Roles

The Posted Wage is the full hourly compensation Rush facilitates between the Firm and the Worker. Firms may not post Wages that are predicated on, supplemented by, or contingent upon gratuities, service charges, customer-paid amounts, or any other variable compensation outside the Platform.

For tipped-role positions — including but not limited to servers, bartenders, barbacks, baristas, hosts, and delivery roles — Firms must post a fixed hourly Wage that reflects the total expected compensation for the Shift. Firms acknowledge that tipped-minimum-wage structures under federal or state law (e.g., FLSA tip credit, PA tipped minimum) apply to W-2 employees of the Firm and do not apply to Workers engaged through the Platform, who are independent contractors.

Rush does not process, hold, distribute, pool, or reconcile tips of any kind. Any gratuity a Worker receives directly from a customer in the course of performing a Shift belongs solely to that Worker and is outside the scope of the Platform and these Terms. Firms may not require Workers to participate in a tip pool, surrender tips, or accept a base Wage below the Posted Wage on the basis of expected gratuities.

Violation of this Section 5B may result in Shift cancellation, withholding of Platform privileges, account restriction, or termination, at Rush's sole discretion exercised in good faith.

5C. Content Standards for Shift Postings

All Shift postings and associated Firm-generated content on the Platform — including business display names, job titles, role descriptions, dress-code requirements, images, location descriptions, and manager-provided instructions — must comply with the standards set forth in this Section 5C. Rush may reject, remove, or edit non-conforming content at any time and without prior notice.

(a) No discriminatory content. Postings shall not restrict applicants or express preferences based on race, color, national origin, ancestry, religion, creed, sex, gender identity or expression, sexual orientation, age, disability, pregnancy or pregnancy-related condition, marital or familial status, veteran or military status, genetic information, arrest or conviction record (except where required by applicable law for the specific role), credit history, source of income, unemployment status, immigration status beyond the possession of work authorization, or any other classification protected under federal, state, or municipal law applicable to the location where the Shift is performed.

Where state or local law establishes a minimum legal age for the performance of specific duties (for example, service of alcoholic beverages), the Firm may specify such minimum legal age as a role requirement, and such specification is not a violation of this Section 5C(a).

The Firm remains solely responsible for compliance with Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Pregnancy Discrimination Act, state anti-discrimination statutes, and any applicable municipal fair-employment or fair-chance ordinances.

(b) Accurate business identity. The business display name shown to Workers must be the Firm's true legal operating name or a validly registered assumed name ("d/b/a") in the jurisdiction where the Firm operates. The Firm shall not use business display names designed to obscure, misrepresent, or mislead as to the nature of the business, the identity of the operator, or the physical location of the Shift.

(c) Accurate job description. Job titles and descriptions must reasonably and materially describe the actual work to be performed. The Firm shall not use vague, misleading, or euphemistic titles to conceal the true nature of a role.

(d) No off-Platform solicitation. Postings shall not include contact information, external links, QR codes, or instructions intended to induce Workers to communicate, apply, transact, or be hired outside the Platform in circumvention of Section 9 (Non-Circumvention). The non-circumvention obligations of Section 9 survive removal of any offending posting and continue to apply to any Worker who was made aware of the Firm through the Platform.

(e) No prohibited compensation structures. Consistent with Section 5B, the Firm shall not post Wages contingent upon tips, service charges, sales commissions, customer-paid amounts, gift-card redemptions, or other variable non-Platform compensation.

(f) Health and safety disclosure. For purposes of this Section, "materially hazardous conditions" means any working condition that would require personal protective equipment, safety training, or precautionary measures beyond those ordinarily associated with retail, hospitality, or general office work — including but not limited to: work at heights greater than four feet above ground level; exposure to hazardous chemicals, biological materials, or unshielded electrical current; use of powered tools, industrial equipment, or motor vehicles as a required duty; lifting requirements exceeding fifty pounds; or work in extreme temperature environments. The Firm shall clearly disclose in the posting any materially hazardous conditions applicable to the Shift, together with any personal protective equipment the Firm will provide.

(g) No collection of sensitive personal data via the Platform. The Firm shall not require, as a condition of a Worker's Platform application, offer acceptance, or Platform-side onboarding, the disclosure of any Social Security Number, Individual Taxpayer Identification Number, driver's license number, bank account information, immigration documentation, medical or genetic information, or biometric data. Any such information the Firm requires for post-offer, off-Platform onboarding (including any I-9, W-9, or similar documentation contemplated by Section 10A) must be collected outside the Platform through the Firm's own secure processes.

(h) No sexually explicit, violent, hateful, or objectionable content. Postings, images, business display names, dress-code descriptions, and manager-provided instructions shall not contain sexually explicit material, depictions or threats of violence, content promoting hatred or discrimination against protected classes, or content that a reasonable person would find harassing or grossly offensive in the context of a professional shift-work engagement.

(i) Rush's right of removal. Rush reserves the absolute right to remove any Shift posting or Firm-generated content, without prior notice, that Rush determines in its sole discretion exercised in good faith to violate this Section 5C. Rush may reinstate content upon internal review at its discretion.

(j) Enforcement. Violation of this Section 5C may result in removal of the Shift posting, cancellation of pending applications and offers, payment to Workers for time worked in good-faith reliance on the posting, withholding of Platform Fees prospectively, and — in the case of repeated or willful violation — suspension or termination under Section 3A.

(k) Severability within Section. If any standard set forth in Sections 5C(a) through 5C(h) is held unenforceable in any jurisdiction, the remaining standards shall remain fully enforceable, and the unenforceable standard shall be enforced in every other jurisdiction to the maximum extent permitted.

6. Worker Payment Responsibility

Payment for completed Shifts is facilitated through the Platform via Rush's secure payment partner, Stripe. Firms authorize Rush to charge the Firm Total Charge to the Firm's designated payment method upon Approval of each Shift as described in Section 8.

Rush acts as a limited payment agent solely for the purpose of collecting Shift wages from the Firm and disbursing them to Workers, net of the Worker Service Fee described in Section 7. Firm acknowledges that the disbursement to the Worker equals ninety percent (90%) of the Posted Wage multiplied by hours worked, and that Rush's retention of the Worker Service Fee from that disbursement satisfies the Firm's payment obligation to the Worker in full. Rush's role as payment agent does not constitute employment, payroll processing, or agency.

Firm acknowledges that Workers are paid on a weekly payout schedule as described in the Worker Terms and Conditions (work performed Monday through Sunday is disbursed to the Worker's linked account the following Friday, subject to bank-holiday slippage and settlement timing). Worker settlement to Rush from the Firm's ACH debit is separate and governed by Section 4. Nothing in the Firm's payment obligations turns on the Worker's chosen payout timing.

7. Platform Fees

Rush operates a two-sided marketplace and charges two distinct service fees on each completed Worker-Shift: the Firm Platform Fee charged to the Firm, and the Worker Service Fee retained from the Worker's Shift earnings. Together they fund Rush's technology, matching, payment-processing, and support operations.

(a) Firm Platform Fee — Rate Schedule.

• Firms will be charged the greater of (i) the Firm Platform Fee at the applicable rate, or (ii) the five-dollar ($5.00) per-Worker-Shift minimum.
• The Firm Platform Fee is charged to the Firm's designated payment method upon Approval as described in Section 8.
• The Firm Platform Fee is a technology, matching, and support service fee charged exclusively to the Firm and is not deducted from the Worker's disbursement.
• Single rate. One Firm Platform Fee rate applies to all Firms. The former Founding Rate is retired as of August 18, 2026; Shifts already Approved before that date were billed at the rate then in effect and are not re-priced.

(b) Worker Service Fee. The Worker Service Fee is ten percent (10%) of (Posted Wage × hours worked), retained by Rush from the Worker's Shift earnings prior to disbursement. There is no minimum Worker Service Fee.

• The Worker Service Fee is a Platform-access and matching service fee charged to the Worker in the Worker's capacity as an independent contractor using the Platform to obtain Shift opportunities. It is disclosed to Workers under the Rush Worker Terms and Conditions and displayed in-Platform prior to Shift acceptance.
• The Worker Service Fee is retained by Rush from the amount collected from the Firm under the Firm Total Charge, before disbursement to the Worker. The Firm is not billed separately for the Worker Service Fee.

(c) Worker Disbursement. The Worker receives ninety percent (90%) of (Posted Wage × hours worked), disbursed on the weekly payout schedule described in the Worker Terms and Conditions. The Firm's obligation to compensate the Worker for the Shift is satisfied in full by the Firm Total Charge, notwithstanding that Rush retains the Worker Service Fee from the amount disbursed to the Worker.

(d) Automatic processing. All charges and disbursements are processed automatically through Stripe upon Approval.

(e) Total marketplace take. For clarity: Rush's combined take from each completed Worker-Shift is thirty percent (30%) of (Posted Wage × hours worked) — a twenty percent (20%) Firm Platform Fee plus a ten percent (10%) Worker Service Fee — or the applicable $5.00 minimum on the Firm side, whichever is greater, exclusive of any third-party payment-processing fees.

(f) No Surge Pricing. Rush does not apply surge, dynamic, or peak-demand multipliers to the Firm Platform Fee or the Worker Service Fee. The fee rates set forth in this Section 7 apply uniformly regardless of time of day, day of week, local demand, or event calendar.

(g) No Direct-Hire Conversion Fee. The Firm may hire any Worker introduced through the Platform on a W-2 employment basis at any time, free of any Rush conversion fee, buyout, placement fee, or comparable charge. The Firm's obligations under Section 9 (Non-Circumvention) apply only to off-Platform engagement of Workers as independent contractors for Shift-based work of the type facilitated by the Platform; a good-faith conversion of a Worker to a W-2 employee of the Firm is not a violation of Section 9.

7A. Payment Agent Clause

Rush acts as a limited payment collection agent for Firms solely to facilitate Shift-wage disbursement to Workers. Payment of Shift wages to Rush on behalf of a Worker satisfies the Firm's payment obligation to that Worker. Rush's role as payment agent does not create an employment relationship between Rush and any Worker.

7B. Payment-Assurance Rights

Notwithstanding any other provision of these Terms, Rush may exercise any or all of the following payment-assurance rights in its sole discretion exercised in good faith:

(a) Require the Firm to maintain a Backup Card on file at all times, and charge the Backup Card in the circumstances described in Section 4(c) and Section 4A(c);

(b) Charge the Firm's Backup Card (rather than initiate an ACH debit) for the Firm's first three (3) completed Worker-Shifts under the New-Firm Underwriting Period described in Section 4A(a);

(c) Cap unsettled Firm exposure at five hundred U.S. dollars ($500.00) per Firm account, and automatically pause new postings upon reaching the cap until pending charges settle, as described in Section 4A(b);

(d) Convert a Firm to prepaid-required status (all Shift Total Charges collected in advance of the Shift, by card, ACH pre-fund, or other approved method) following any returned ACH debit, repeated late-settlement pattern, or other risk trigger;

(e) Suspend new Shift postings pending resolution of any payment failure, adverse Reliability Score event, or account investigation;

(f) Adjust the exposure cap in Section 4A(b) for a specific Firm based on the Firm's history, transaction volume, or risk profile; and

(g) Terminate the Firm's account under Section 3A(c) or Section 5A for repeated payment failures.

Nothing in this Section 7B relieves the Firm of any obligation to pay for Shifts Approved before any suspension, conversion to prepaid, or termination.

7C. Promotions

From time to time Rush offers promotional programs granting Firm Platform Fee credits ("Fee Credits"). A Fee Credit waives the Firm Platform Fee on exactly one (1) completed Worker-Shift. A Fee Credit never affects the Posted Wage payable to the Worker and never affects the Worker Service Fee — the Worker receives the same net amount on a Fee-Credit Worker-Shift as on any other Worker-Shift. Fee Credits are non-transferable, have no cash value, and expire six (6) months after grant unless a specific program states a shorter or longer term. Only completed Worker-Shifts count toward eligibility for or consumption of Fee Credits; cancellations and no-shows do neither. Rush may modify, suspend, or discontinue any promotional program prospectively at any time.

(a) Early-Bird Punch Card. Firms that complete onboarding on or before September 15, 2026 are enrolled in the Early-Bird Punch Card program. Enrolled Firms receive one (1) Fee Credit on Worker-Shift number one (1) and one (1) Fee Credit on each of Worker-Shifts number five (5), ten (10), fifteen (15), twenty (20), and twenty-five (25) — for a maximum of six (6) Fee Credits over the Firm's first twenty-five (25) completed Worker-Shifts. Fee Credits waive the Firm Platform Fee on the credited Worker-Shift. Firms that complete onboarding after September 15, 2026 are not eligible.

(b) Firm Referral Program. Beginning on or about September 15, 2026, any Firm that has completed at least one (1) Worker-Shift is eligible to receive a unique referral code. When a referred Firm (i) creates an account using the referral code and (ii) completes and pays for its first Worker-Shift, the referring Firm receives two (2) Fee Credits, up to a maximum of five (5) successful referrals per referring Firm (ten (10) Fee Credits maximum). Self-referral is prohibited; Rush may deny credit for referrals originating from the same Firm, the same EIN, the same operating address, the same bank account, or otherwise linked accounts as determined by Rush in its sole discretion exercised in good faith. Rush reserves the right to withhold Fee Credits in any case of suspected referral abuse and to terminate program participation for repeated abuse.

(c) One-at-a-Time Rule. Only one Rush-run acquisition promotion is offered at a time. The Early-Bird Punch Card closes to new enrollment on September 15, 2026; the Firm Referral Program launches concurrently.

(d) Program Documents. Rush may publish program-specific rules, FAQs, or terms; in the event of any conflict between such program-specific rules and this Section 7C, this Section 7C governs unless the program document expressly amends it.

8. Shift Approval; Auto-Approval; Fee Charging Process

(a) Approval Window. A Shift is Approved when either (i) the Firm affirmatively confirms completion of the Shift in the Platform, or (ii) Auto-Approval occurs. Auto-Approval occurs at 12:00 p.m. local time on the day following the scheduled end of the Shift if the Firm has neither confirmed the Shift nor timely raised a completion issue in the Platform.

(b) Firm's Exclusive First Remedy. During the Approval window, the Firm has the exclusive right to raise, in the Platform, any dispute concerning Shift completion, hours worked, Worker attendance, or Worker performance. The Firm agrees that this in-Platform dispute mechanism is the Firm's exclusive first remedy for such disputes and that the Firm shall not initiate a chargeback, ACH return, or comparable payment reversal without first raising and pursuing the dispute in the Platform to conclusion. The parties acknowledge that this deemed-approval mechanism affords the Firm meaningful protection substantially exceeding a card-network chargeback right and is a bargained-for element of the Firm's use of the Platform.

(c) Automatic Charging Upon Approval. Upon Approval (by affirmative confirmation or Auto-Approval), Rush initiates the Firm Total Charge via ACH debit (or Backup Card charge where applicable under Sections 4 and 7B) and disburses the Worker's ninety percent (90%) share via Stripe on the weekly payout schedule.

(d) Post-Approval Adjustments. If a genuine error in hours, attendance, or Worker performance is identified after Approval, the Firm may request an adjustment through the in-Platform dispute-resolution flow within seventy-two (72) hours of Approval. Rush may investigate based on Platform data, GPS records, communication logs, and activity logs, and issue an adjustment credit or refund at its discretion exercised in good faith. Rush's determination is presumptively conclusive and may only be challenged through the dispute-resolution procedures described in Section 16.

9. Non-Circumvention

Firms may not hire, retain, engage as an independent contractor, or otherwise transact with a Worker outside the Platform if the Worker was introduced through Rush. This restriction applies for twelve (12) months after the first interaction between the Firm and the Worker on the Platform.

Violation of this Section 9 results in liquidated damages of one thousand dollars ($1,000.00) per Worker per violation. The parties acknowledge that these liquidated damages are a reasonable estimate of Rush's actual damages, which include but are not limited to Worker-acquisition costs, matching-algorithm development costs, platform-integrity costs, and lost future Platform Fees. The parties acknowledge that Rush's actual damages would be difficult or impossible to calculate precisely and that these liquidated damages are not a penalty.

Rush may rely on platform records, communication logs, GPS data, and user activity to determine circumvention. Firms agree that such records constitute valid evidence of violation.

The non-circumvention obligations of this Section survive suspension or termination of the Firm's account and continue for the twelve-month period set forth above.

10. Worker Attendance Disclaimer

Rush does not guarantee Worker attendance or performance. Firms remain responsible for maintaining operational staffing plans, including contingency staffing.

10A. Worker Eligibility Verification Responsibility

Firms are solely responsible for verifying that Workers are legally authorized to work prior to the start of any Shift.

• Rush does not verify Worker identity, employment eligibility, or work authorization status.
• Workers on the Platform may only provide self-declared eligibility information.
• Firms are responsible for completing any required onboarding, employment verification, or documentation processes, including but not limited to Form I-9 or equivalent requirements.
• A Worker's failure to meet legal work requirements does not constitute a failure of the Platform.
• Rush shall not be liable for any regulatory violations, fines, penalties, or damages arising from a Firm's failure to verify Worker eligibility or comply with applicable employment laws.
• Rush does not guarantee that any Worker meets a Firm's legal employment or onboarding requirements.

11. Intellectual Property

All intellectual property related to the Platform, including software, trademarks, service marks, branding, design, algorithms, and content, is owned exclusively by Rush. Firms may not copy, distribute, reverse engineer, decompile, scrape, or exploit the Platform without prior written authorization from Rush.

Firms grant Rush a non-exclusive, worldwide, royalty-free license to use, display, and reproduce Firm-provided content (including business names, logos, Shift descriptions, and images) solely for the purpose of operating the Platform and marketing the Platform in aggregate form.

12. Data Usage and Privacy

Rush may collect and process data related to Platform usage, Shift activity, communications, and location. Use of the Platform is also governed by the Rush Privacy Policy, which is incorporated into these Terms by reference.

13. Limitation of Liability

Rush provides a technology platform only and is not responsible for workplace conditions, Worker behavior, employment disputes, operational losses, or any loss or damage arising from a Firm's or Worker's conduct.

Rush provides a marketplace platform only and does not guarantee outcomes, including Worker attendance, performance, or legal eligibility.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RUSH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF RUSH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Limitation of Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RUSH'S TOTAL AGGREGATE LIABILITY TO ANY FIRM ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL PLATFORM FEES PAID BY THE FIRM DURING THE SIX (6) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

15. Indemnification

The Firm agrees to indemnify, defend, and hold harmless Rush, its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, costs, and legal expenses (including reasonable attorneys' fees) arising from or relating to: (a) The Firm's use of the Platform; (b) Workplace conditions at any Shift performed for the Firm; (c) Employment-law compliance, including wage-and-hour compliance and worker-classification determinations; (d) Disputes between the Firm and any Worker; (e) The Firm's violation of these Terms, including without limitation Sections 3A, 4, 4A, 5A, 5B, 5C, 7, 7B, 9, and 10A; (f) Any chargeback, ACH return, or other payment reversal initiated by the Firm in contravention of Section 8(b); or (g) Any misrepresentation by the Firm as to its business, identity, operations, or the ownership or business-purpose status of the bank account linked under Section 4.

16. Dispute Resolution; Binding Arbitration; Class Action Waiver

(a) Informal Resolution. Before initiating any formal proceeding, the Firm and Rush agree to attempt to resolve any dispute informally by sending written notice describing the dispute to the other party. The parties will engage in good-faith negotiations for at least thirty (30) days before either party may initiate arbitration or seek judicial relief (other than injunctive relief as described in Section 16(d)).

(b) Binding Arbitration. Except as set forth in Section 16(d), any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or the relationship between Rush and the Firm shall be resolved through binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted in Wilmington, Delaware, or by videoconference at the option of the Firm. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

(c) Class Action Waiver; Jury Trial Waiver. THE FIRM AND RUSH EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE FIRM AND RUSH EACH WAIVE ANY RIGHT TO A TRIAL BY JURY.

(d) Carve-Out for Injunctive Relief and Intellectual Property. Notwithstanding Section 16(b), either party may seek preliminary or permanent injunctive relief in any court of competent jurisdiction to: (i) enforce Section 3A (Prohibited Businesses); (ii) enforce Section 5C (Content Standards); (iii) enforce Section 9 (Non-Circumvention); (iv) protect intellectual-property rights under Section 11; or (v) address any threatened breach that could cause irreparable harm not fully compensable by monetary damages. Seeking such relief is not a waiver of the right to arbitrate any other claim.

(e) Arbitration Fees. The parties shall bear their own attorneys' fees. Filing and arbitration fees shall be borne in accordance with JAMS rules, provided that Rush shall pay the Firm's share of such fees if the Firm demonstrates financial hardship and the arbitrator determines the claim is not frivolous.

(f) Opt-Out. The Firm may opt out of this arbitration provision by sending written notice to legal@rushshifts.com within thirty (30) days of first accepting these Terms. Opting out does not affect any other provision of these Terms.

17. Governing Law

These Terms and any dispute arising out of or relating to them or the Platform shall be governed by the laws of the State of Delaware, without regard to its conflicts-of-law principles. Except as provided in Section 16, any court proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in Wilmington, Delaware, and the Firm consents to personal jurisdiction and venue in such courts.

18. Force Majeure

Rush shall not be liable for delays or failures in performance caused by events beyond Rush's reasonable control, including natural disasters, epidemics or pandemics, acts of terrorism, war, civil unrest, labor disputes, government actions, internet or telecommunications outages, third-party service-provider failures (including but not limited to failures of Stripe, cloud providers, or SMS gateways), or utility disruptions.

19. Entire Agreement

These Terms, together with the Rush Privacy Policy and the Community Guidelines & Safety Policy (each incorporated by reference), constitute the entire agreement between the Firm and Rush regarding use of the Platform and supersede any prior or contemporaneous understanding.

20. Severability

If any provision of these Terms is deemed unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision shall be enforced to the maximum extent permitted by applicable law.

21. Electronic Signature and Clickwrap Consent

By creating an account or clicking "Accept", the Firm provides electronic consent to these Terms in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN), 15 U.S.C. § 7001 et seq., and comparable state laws. Electronic acceptance constitutes a legally binding agreement equivalent to a handwritten signature. The Firm consents to receive all disclosures, notices, and communications electronically.

22. Assignment

The Firm may not assign or transfer these Terms, in whole or in part, without Rush's prior written consent. Rush may assign or transfer these Terms, in whole or in part, in connection with a merger, acquisition, sale of assets, corporate restructuring, or other transfer, without notice to the Firm.

23. Audit and Fraud Monitoring

Rush reserves the right to monitor Platform activity, review transactions, and investigate suspected fraud, abuse, or circumvention of Platform policies. Rush may request supporting documentation from the Firm to verify compliance with these Terms and may suspend Firm access pending completion of any investigation.

24. Survival

The following Sections shall survive termination of the Firm's account or these Terms: 1 (Definitions), 3A(a) (Continuing Representation), 3A(e) (No Waiver), 3A(g) (Governing Law for Prohibited Businesses), 4(b) (NACHA Authorization, as to charges owed for Shifts already Approved), 4A(c) (Failed ACH Consequences), 5A(c)–(d) (Cancellation Compensation, as to Shifts already cancelled), 5C(d) (Non-Circumvention Survival for Content), 6 (Worker Payment Responsibility, as to Shifts already performed), 7 (Platform Fees, as to Shifts already performed or Approved), 7A (Payment Agent), 7B (Payment-Assurance Rights), 8 (Approval; as to Shifts already Approved), 9 (Non-Circumvention), 11 (Intellectual Property), 12 (Data Usage and Privacy), 13 (Limitation of Liability), 14 (Limitation of Liability Cap), 15 (Indemnification), 16 (Dispute Resolution), 17 (Governing Law), 20 (Severability), 22 (Assignment), and this Section 24.

25. Changes to Terms

Rush may update these Terms from time to time. Rush will provide the Firm with at least thirty (30) days' advance notice of any material change by email to the Firm's account email address, by in-Platform notice, or both. Continued use of the Platform after the effective date of a change constitutes acceptance of the revised Terms. The Firm's sole remedy for objecting to a material change is to cease use of the Platform and terminate the Firm's account before the effective date; no partial refund of Platform Fees will be provided.

26. Miscellaneous

(a) No Waiver. No failure or delay by Rush to enforce any provision of these Terms shall constitute a waiver of that or any other provision.

(b) No Third-Party Beneficiaries. Except as expressly stated (including Worker rights to payment for completed Shifts under Sections 3A(c) and 5C(j)), these Terms do not create any rights in favor of third parties.

(c) No Partnership, Agency, or Employment. Nothing in these Terms creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Rush and the Firm, or between Rush and any Worker.

(d) Independent Contractors. Workers engaged through the Platform are independent contractors of the Firm, not employees of Rush, and not employees of the Firm unless the Firm expressly designates otherwise off-Platform.

(e) Headings. Section headings are for convenience only and do not affect interpretation.

27. Notices

Notices to Rush shall be sent to legal@rushshifts.com or to Rush Marketplace, Inc., 2810 North Church Street, Suite 88801, Wilmington, DE 19802. Notices to the Firm shall be sent to the email address on file for the Firm's account.

28. Contact

For questions about these Terms, contact legal@rushshifts.com.

29. Acceptance

By creating a Firm account and using the Rush Platform, the Firm acknowledges that it has read, understood, and agrees to these Terms, the Rush Privacy Policy, and the Community Guidelines & Safety Policy.