1. Preamble, Acceptance, And Authority. THIS AGREEMENT AND TERMS OF SERVICE (the “Agreement”) GOVERNS YOUR ACQUISITION AND USE OF THE SERVICES PROVIDED BY VEROSKILLS DIRECT LLC (“Service Provider”). BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING A REQUEST FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, THEN YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. THE TERMS “YOU” OR “YOUR” OR “CLIENT” WILL REFER TO SUCH ENTITY AND ITS AFFILIATES.

This Agreement is effective between you and Service Provider as of the date you accept this Agreement or execute an requesting document with Service Provider specifying the Services to be provided by Service Provider, including any addenda and supplements thereto referencing this Agreement (a “Request Form”) and shall remain in effect for the term set forth in the Request Form or as otherwise terminated in accordance with the terms of this Agreement (the “Term”). If there is a conflict between this Agreement and the terms of any Request Form, the terms of the Request Form will govern with respect to such conflict. 

IT IS YOUR RESPONSIBILITY TO REVIEW THIS AGREEMENT PERIODICALLY. WE MAY REVISE THIS AGREEMENT AT ANY TIME WITHOUT NOTICE TO YOU. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THIS WEBSITE OR THE SERVICES. PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY US IN OUR SOLE DISCRETION AT ANY TIME. PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT AGREEMENT.

2. Services. Service Provider shall recruit, hire, and employ qualified personnel (“Personnel”) to perform services for Client as described in individual Request Forms executed by the parties. Each Request Form shall specify the applicable Role, work location, bill rate, assignment period, and other relevant terms.

             a. Payment. In consideration of the provision of the Services by Service Provider under this Agreement, Client shall pay the Rates set forth in the applicable Request Form (the "Rates") per the payment terms described therein. Service Provider shall submit invoices in accordance with the terms stated in the Request Form and all invoices shall itemize the Personnel, hours worked, applicable rates, and any authorized overtime. All payments shall be made in accordance with the payment terms set forth in the Request Form and shall be made without setoff, deduction, or counterclaim.

             b. Timekeeping and Approval. Personnel shall accurately record all hours worked on a daily basis through Service Provider’s designated timekeeping system. All requests for overtime work shall be submitted to Client for prior approval.Service Provider will provide Client with a copy of the applicable weekly timesheets each Monday for review. Client shall review and either approve or dispute the reported hours no later than the close of business on Tuesday of the same week. If Client fails to dispute the reported hours by such deadline, the timesheet shall be deemed approved, and Service Provider shall process payroll accordingly. Personnel are paid weekly on the following Friday based on the approved (or deemed approved) hours. Client acknowledges that Service Provider must pay its employees in accordance with applicable wage and hour laws and, therefore, Client shall remain responsible for payment of all approved or deemed approved hours, including any overtime, even if Client later disputes the work performed.

             c. Disputes. Any portion of the invoice not specifically disputed in writing within the period described in section 2(b) shall be deemed accepted and payable in full. The parties shall cooperate in good faith to resolve any dispute within ten (10) business days of notice. If the dispute is not resolved within such period, the Service Provider may, at its discretion, suspend performance of Services until the dispute is resolved and payment is made in full. Any amounts determined to be properly payable shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower) from the original due date until paid. 

             d. No Waiver. Failure of the Service Provider to suspend services or enforce any payment right shall not constitute a waiver of its rights under this Agreement. In the event of collection, Client shall be responsible for all reasonable attorneys’ fees, costs, and expenses incurred by the Service Provider in connection with enforcing payment obligations.

4. Term. This Agreement shall commence on the last signature date (“Effective Date”) of the applicable Request Form and shall remain in effect for so long as such Request Form remains valid, or until completion or termination of the engagement of Roles described in such Request Form, whichever occurs first. Each Request Form shall specify the applicable start and end dates for the related Services, if any.

             a. Termination. Either party may terminate this Agreement or any active Request Form for convenience upon thirty (30) days’ prior written notice to the other party. In the event of termination for convenience by Client, Client shall remain responsible for payment of all Services performed up to the effective date of termination. Either party may terminate this Agreement or any Request Form immediately upon written notice if the other party: (i) materially breaches any of its obligations under this Agreement and fails to cure such breach within ten (10) business days after receipt of written notice specifying the breach; or (ii) becomes insolvent, files for bankruptcy, or ceases to conduct business in the ordinary course.

             b. Effect of Termination. Upon termination or expiration of this Agreement or any Request Form: (i) Service Provider shall cease work on the terminated Services; (ii) Client shall promptly pay all undisputed amounts due and owing for Services rendered through the effective termination date; and (iii) each party shall return or, at the other party’s option, destroy any Confidential Information of the other in its possession, subject to any rights expressly surviving termination.

             c. Survival. Any provisions of this Agreement which by their nature should survive termination (including payment, confidentiality, limitation of liability, dispute resolution, and intellectual property ownership provisions) shall survive such termination or expiration.

             a. Employment Relationship. All Personnel assigned to Client shall at all times remain employees of Service Provider. Service Provider shall be solely responsible for all wages, benefits, payroll taxes, insurance, and other obligations relating to such Personnel. Nothing in this Agreement shall be deemed to create a joint employment, partnership, or agency relationship between Client and any such Personnel. Client shall not, at any time, represent, treat, or classify any Personnel as its own employee or agent.

             b. Background Checks. Service Provider conducts reasonable background and reference checks on its Personnel in accordance with applicable federal, state, and local laws prior to assignment. If Client requires any additional or specialized background, drug, credit, or other screening beyond Service Provider’s standard procedures, such requirements shall be specified in writing, subject to applicable law, and all related costs shall be borne by Client. Service Provider makes no representation or warranty as to the outcome of any background or reference check and shall not be liable for any act or omission of Personnel that could not reasonably have been discovered through such screening. Client shall not directly conduct, or require any third party to conduct, background checks on Service Provider’s Personnel without Service Provider’s prior written consent.

             c. Supervision and Work Environment. Client shall be solely responsible for the day-to-day supervision, direction, and control of Personnel assigned to Client while on assignment. Client shall provide a safe and compliant work environment and not permit Personnel to perform work materially outside the scope of the Request Form without Service Provider’s prior written approval.

             d. Vacation, Holidays, and Sick Time. Personnel shall be subject to and entitled to Service Provider’s holiday schedule, paid time off and sick time accrual policies in compliance with all applicable laws. Service Provider shall communicate all Personnel vacation or sick time requests to Client allowing for Client to adjust scheduling as necessary.

6. Service Guarantee. Service Provider recruits top-tier talent matched to Client’s needs and provides Personnel with ongoing support to ensure job satisfaction and performance. If Client is dissatisfied with any assigned Personnel’s performance, Client shall promptly notify Service Provider and the parties shall work together to promptly address the issue or identify a suitable replacement at no additional cost to Client.

7. Representations and Warranties. Each party represents and warrants to the other that: (i) it has the full power and authority to enter into and perform its obligations under this Agreement; (ii) the execution and performance of this Agreement have been duly authorized by all necessary corporate or organizational action; and (iii) its performance hereunder will comply with all applicable laws, rules, and regulations. Further, Service Provider represents and warrants that it shall perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

             a. Client Acknowledgment. Client acknowledges and agrees that: (a) it retains full and exclusive responsibility for the day-to-day supervision, direction, and control of any Roles assigned to Client; (b) Client is solely responsible for defining the scope of work, deliverables, and performance objectives for each project or engagement; and (c) Service Provider shall not be liable for any decisions, instructions, or outcomes arising from Client’s management of such Roles.

             a. By Service Provider. Service Provider shall defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents (collectively, “Client Indemnitees”) from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) (“Claims”) to the extent arising out of Service Provider’s gross negligence or willful misconduct in the performance of the Services.

             b. By Client. Client shall defend, indemnify, and hold harmless Service Provider and its affiliates, officers, directors, employees, contractors, and agents (collectively, “Service Provider Indemnitees”) from and against any and all Claims to the extent arising out of: (i) Client’s gross negligence, willful misconduct, or breach of this Agreement; (ii) Client’s supervision, direction, or control of any Roles assigned to Client, including without limitation any claim arising from alleged discrimination, harassment, retaliation, wage and hour violations, or workplace injury occurring at Client’s site; or (iii) any bodily injury, death, or property damage occurring at Client’s premises, except to the extent caused by Service Provider’s gross negligence or willful misconduct.

             c. Procedure. The party seeking indemnification (“Indemnified Party”) shall promptly notify the other party (“Indemnifying Party”) in writing of any Claim for which indemnification is sought, provided that failure to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent materially prejudiced. The Indemnifying Party shall have sole control of the defense and settlement of the Claim, provided that no settlement imposing any admission of fault or payment obligation on the Indemnified Party shall be entered without its prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Indemnified Party may participate in the defense at its own expense.

9. Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SERVICE PROVIDER SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SERVICE PROVIDER’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. CLIENT ACKNOWLEDGES THAT THE FEES CHARGED REFLECT THIS ALLOCATION OF RISK AND THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES. NOTHING IN THIS AGREEMENT SHALL LIMIT SERVICE PROVIDER’S RIGHT TO RECOVER UNPAID FEES, COSTS, OR EXPENSES, OR TO SEEK INJUNCTIVE OR EQUITABLE RELIEF.

10. Insurance. Service Provider shall maintain workers’ compensation, general liability, and employer’s liability insurance as required by law. Upon reasonable request, Service Provider shall provide Client with a certificate of insurance evidencing such coverage. Additionally, Client shall maintain, at its own expense, insurance coverage customary and appropriate for its industry and operations, including Commercial General Liability, and if applicable: workers compensation, employers’ liability, and hired and non-owned autos, and professional liability insurance. Client shall ensure that its premises and work environment are adequately insured and shall remain solely responsible for any injury, loss, or damage arising from its supervision, control, or direction of the worksite or its own personnel, agents, or contractors.

11. Non-Solicitation. During the term of any Request Form and for twelve (12) months thereafter, Client shall not, directly or indirectly, hire, solicit, or engage any Personnel, or former Personnel, who performed services for Client, except through Service Provider. If Client hires or engages Personnel in violation of this provision, Client shall pay Service Provider a Conversion Fee as stated in the Request Form. Such Conversion Fee shall be due and payable within thirty (30) days of the Personnel’s start date with Client. Client acknowledges that the Conversion Fee represents reasonable liquidated damages to compensate Service Provider for its recruitment, placement, and administrative efforts, and is not a penalty.

12. Confidentiality. Each party (“Receiving Party”) shall keep confidential and not disclose or use, except as necessary to perform its obligations under this Agreement, any non-public, proprietary, or confidential information (“Confidential Information”) disclosed by the other party (“Disclosing Party”). Confidential Information includes, without limitation, business plans, personnel information, client data, trade secrets, and financial information. The obligations in this Section do not apply to information that is (a) publicly available without breach of this Agreement, (b) independently developed without use of the Confidential Information, or (c) rightfully obtained from a third party without restriction. Each party shall protect the other’s Confidential Information using at least the same degree of care it uses to protect its own, but not less than reasonable care.

13. Data and Privacy. While providing the Services, Service Provider may collect, process, or otherwise have access to certain personal or business information of Client (“Client Data”). Service Provider shall handle all such information in accordance with applicable data protection and privacy laws and in compliance with Service Provider’s Privacy Policy and Website Terms of Use, each as may be updated from time to time and available on Service Provider’s website at https://www.veroskills.com/. Client acknowledges and agrees that it has reviewed and accepts the terms of Service Provider’s Privacy Policy and Terms of Use, and that Service Provider may process Client Data for legitimate business purposes related to the performance of this Agreement, including account administration, service delivery, compliance, and analytics. Service Provider shall implement commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data against unauthorized access, disclosure, or use. Except as required by law or expressly permitted herein, Service Provider shall not sell, rent, or otherwise disclose Client Data to third parties without Client’s consent. Client remains responsible for ensuring that any Client Data provided to Service Provider has been collected and shared in compliance with all applicable laws, including obtaining any necessary consents from its employees, contractors, or other data subjects.

             a. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under these Agreement (each, a "Notice") must be in writing and addressed to the other Party at its email address listed on the signature page. Unless otherwise agreed herein, all Notices must be delivered by email. Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section.

             b. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction; provided, however, that if any fundamental term or provision of this Agreement, is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable.

             c. Waiver. No waiver by any Party of any of the provisions of these Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

             d. Assignment. Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under these Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section 14 shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under these Agreement. Service Provider may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of Service Provider's assets without Client's consent. These Agreement are binding on and inures to the benefit of the Parties to these Agreement and their respective permitted successors and permitted assigns.

             e. Relationship of the Parties. The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by Service Provider shall be under its own control, Client being interested only in the results thereof. The Service Provider shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services. Nothing in these Agreement shall give the Client the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Nothing contained in these Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

             f. No Third-Party Beneficiaries. These Agreement benefits solely the Parties to these Agreement and their respective permitted successors and assigns and nothing in these Agreement, express or implied, confers on any other party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

                          i. Choice of Law. These Agreement and all related documents, and all matters arising out of or relating to these Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Nevada, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Nevada.

                          ii. Arbitration. Any claim, dispute, or controversy arising out of or relating to this Agreement, including the determination of the scope or applicability of these Agreement to arbitrate, shall be resolved through mediation as a condition precedent to arbitration. The mediation shall be conducted in Las Vegas, Nevada in accordance with the American Arbitration Association ("AAA") Mediation Procedures. If the dispute is not resolved through mediation within thirty (30) days of the request for mediation, the Parties agree to submit the matter to binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Las Vegas, Nevada before a single arbitrator, and the arbitrator shall have the authority to grant any remedy or relief that would have been available in court. The decision of the arbitrator shall be final and binding upon the Parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s and administrative fees of arbitration, unless the arbitrator determines that a different allocation is necessary. If any provision of this arbitration agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect. Notwithstanding the foregoing, nothing in this Section shall prevent Service Provider from seeking injunctive or equitable relief or pursuing claims in small claims court or any other court of competent jurisdiction to recover undisputed amounts owed by Client.

                          iii. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THESE TERMS OF SERVICE, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THESE TERMS OF SERVICE, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THESE TERMS OF SERVICE, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

             h. Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (except for Client’s payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government orders, labor disputes, power or transportation failures, or other similar events (“Force Majeure Event”). The impacted party shall promptly notify the other of the Force Majeure Event and use reasonable efforts to mitigate its effects and resume performance as soon as practicable. If the inability to perform continues for more than ten (10) days after notice, the other party may terminate this Agreement upon ten (10) days’ written notice.