Terms of Service

1. Preamble, Acceptance, and Authority

This Agreement is effective between you and Service Provider as of the date you accept this Agreement or execute a Request Form with Service Provider specifying the Services to be provided, including any addenda and supplements thereto (a "Request Form"), and shall remain in effect for the term set forth in the Request Form or as otherwise terminated in accordance with 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.

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.

3. Invoicing

a. Payment

In consideration of the Services, Client shall pay the Rates set forth in the applicable Request Form per the payment terms described therein. Service Provider shall submit invoices itemizing Personnel, hours worked, applicable rates, and any authorized overtime. All payments shall be made without setoff, deduction, or counterclaim.

b. Timekeeping and Approval

Personnel shall accurately record all hours worked daily through Service Provider's designated timekeeping system. Service Provider will provide Client with a copy of weekly timesheets each Monday for review. Client shall review and either approve or dispute reported hours no later than close of business Tuesday of the same week.

If Client fails to dispute 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. Client remains responsible for payment of all approved or deemed-approved hours, including overtime, even if Client later disputes the work performed.

c. Disputes

Any portion of an invoice not specifically disputed in writing within the period described in Section 3(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 not resolved, Service Provider may suspend performance until the dispute is resolved and payment is made in full. Amounts properly payable shall accrue interest at 1.5% per month (or the maximum rate permitted by law) from the original due date until paid.

d. No Waiver

Failure of Service Provider to suspend services or enforce any payment right shall not constitute a waiver of its rights. In the event of collection, Client shall be responsible for all reasonable attorneys' fees, costs, and expenses incurred by Service Provider in 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 described therein, whichever occurs first.

a. Termination

Either party may terminate this Agreement or any active Request Form for convenience upon thirty (30) days' prior written notice. 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 immediately upon written notice if the other party: (i) materially breaches any obligation and fails to cure such breach within ten (10) business days after written notice; or (ii) becomes insolvent, files for bankruptcy, or ceases to conduct business in the ordinary course.

b. Effect of Termination

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

c. Survival

Any provisions which by their nature should survive termination — including payment, confidentiality, limitation of liability, dispute resolution, and intellectual property — shall survive such termination or expiration.

5. Employment of Personnel

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 creates a joint employment, partnership, or agency relationship between Client and any Personnel. Client shall not 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 prior to assignment. If Client requires additional or specialized screening beyond Service Provider's standard procedures, such requirements shall be specified in writing and all related costs shall be borne by Client. Service Provider makes no representation or warranty as to the outcome of any background check and shall not be liable for any act or omission of Personnel that could not reasonably have been discovered through such screening.

c. Supervision and Work Environment

Client shall be solely responsible for the day-to-day supervision, direction, and control of Personnel 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 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 to allow for scheduling adjustments.

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 address the issue or identify a suitable replacement at no additional cost to Client.

7. Representations and Warranties

Each party represents and warrants that: (i) it has full power and authority to enter into and perform its obligations under this Agreement; (ii) execution and performance have been duly authorized; and (iii) performance hereunder will comply with all applicable laws, rules, and regulations. Service Provider further represents that it shall perform 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; and (c) Service Provider shall not be liable for any decisions, instructions, or outcomes arising from Client's management of such Roles.

b. Disclaimer

8. Indemnification

a. By Service Provider

Service Provider shall defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) 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 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, including 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. The Indemnifying Party shall have sole control of the defense and settlement, provided that no settlement imposing any admission of fault or payment obligation on the Indemnified Party shall be entered without its prior written consent. The Indemnified Party may participate in the defense at its own expense.

9. Limitation of Liability

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.

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, hired and non-owned autos, and professional liability insurance. Client 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, 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 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.

These obligations 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 Terms of Use.

Client acknowledges 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.

14. General Provisions

a. Notices

All notices must be in writing and delivered by email to the address listed in the applicable Request Form. A notice is effective only upon receipt by the receiving party.

b. Severability

If any term or provision of this Agreement is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity shall not affect any other term or provision or invalidate such term or provision in any other jurisdiction.

c. Waiver

No waiver by any party shall be effective unless explicitly set forth in writing and signed by the waiving party. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege shall operate as a waiver thereof.

d. Assignment

Client shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment in violation of this section shall be null and void. 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.

e. Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties.

f. No Third-Party Beneficiaries

This Agreement benefits solely the parties and their respective permitted successors and assigns. Nothing in this Agreement confers on any other party any legal or equitable right, benefit, or remedy.

g. Disputes

i. Choice of Law

This Agreement and all related matters are governed by and construed in accordance with the laws of the State of Nevada, without giving effect to conflict-of-law provisions.

ii. Arbitration

Any claim, dispute, or controversy arising out of or relating to this Agreement shall first be resolved through mediation as a condition precedent to arbitration, conducted in Las Vegas, Nevada in accordance with the American Arbitration Association ("AAA") Mediation Procedures. If not resolved within thirty (30) days, the parties agree to submit the matter to binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules before a single arbitrator in Las Vegas, Nevada.

The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and an equal share of arbitrator and administrative fees, unless the arbitrator determines a different allocation is necessary. Notwithstanding the foregoing, nothing in this section prevents Service Provider from seeking injunctive or equitable relief or pursuing claims in small claims court to recover undisputed amounts owed by Client.

iii. Waiver of Jury Trial

h. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations (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. 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.