CLIENT TERMS OF SERVICES AGREEMENT

LAST UPDATED: May,2019

This client Terms of Service Agreement (“agreement”) governs your use of the services as well as any content or other products or services those agility-staffing offers or provides. You signify your assent to this agreement by using the services. Please do not use or continue to access the services if you do not concur to this agreement.

Agility-staffing reserves the right to change, modify, add or remove portions of this agreement. Agility-staffing will post notice of modifications to this agreement on this website and will attempt to notify you through the services that the agreement has been modified. Changes will become effective immediately but will not apply retroactively. You should immediately discontinue your use of the services if you do not agree to the modified agreement.

NOTICE: THIS AGREEMENT INCLUDES (1) A BINDING ARBITRATION CLAUSE, WHICH AFFECTS YOUR RIGHTS; AND (2) A REQUIREMENT FOR CUSTOMERS OUTSIDE OF THE UNITED STATES TO TRANSFER DATA INTO THE UNITED STATES. PLEASE READ IT CAREFULLY.

YOUR USE OF SERVICES

You are responsible for your use of services. By using the services, you represent and warrant that you are authorized on behalf of your organization to form a binding contract with agility-staffing and that you meet all applicable eligibility requirements. If you do not, you must not access or use the services.

SERVICES

Services may be further described in any selected service package, purchase order, invoice, statement of work or other written document prepared or advertised by agility-staffing (each, a “Service Document”). In the absence of a service document, details and pricing of the services shall be defined by agility-staffing’s then current standard pricing

FEES AND PAYMENT

In consideration of the services provided hereunder, you will pay agility-staffing all fees and expenses pursuant to the applicable service documents or as set forth on agility-staffing’s pricing page, including all applicable taxes due (“fees”). Beginning on the effective date (as defined below), all fees for the services that fall within the normal scope of services shall be automatically withdrawn from your bank account via ACH on the first of each applicable month, and you shall receive an invoice for such services three (3) days prior to the date on which funds are to be withdrawn; with the invoice for the first month of such services. Your engagement with agility-staffing is based on current needs; as those needs change agility-staffing may need to adjust your pricing.  Furthermore, agility-staffing may increase your monthly fees by up to 5% on each annual anniversary of the date on which you accepted and electronically consented to this agreement (the “effective date”).

Any additional technologies or services required to provide the services will be billed according to rates defined by agility-staffing. Regarding the fees for projects outside the normal scope of services (each such project, an “additional service”), agility-staffing will scope out each additional service and provide you with pricing/costs to complete each additional service prior to commencing work, and agility-staffing will not begin work on such additional service until you and agility-staffing have mutually agreed on the project scope. Fees for additional services will be automatically withdrawn from your bank account via ACH on the 1 ^st  of each applicable month, and you shall receive an invoice for such additional services seven (7) days prior to the date on which funds are to be withdrawn. Unless otherwise stated in a service document, you agree to reimburse agility-staffing for all reasonable expenses incurred by agility-staffing in delivering an additional service to you, including parking, postage, international phone calls, software and technical support. Agility-staffing agrees to itemize such expenses on each applicable invoice.

You will incur a monthly finance charge of 1.5% for any balance that is overdue by 30 days. If you dispute any portion of an invoice, you agree to pay the undisputed portion of the invoice and to submit a written dispute within 15 days of the invoice date. Your dispute must include written documentation to support the dispute. Your failure to submit a written dispute of charges within such time shall be deemed final acceptance of all charges.

You hereby authorize agility-staffing to initiate ACH and credit card charges for Services and Additional services payable by ACH or credit card.

CONTENT AND CLIENT INFORMATION

The Services include information, text, graphics, sounds and other material or information provided by Agility-Staffing and its licensors (collectively, the “content”). The content may be protected by copyrights, patents, trademarks, trade secrets or other intellectual property laws.

You agree to promptly provide agility-staffing all information necessary for agility-staffing to provide the services as well as any other information as may be requested by agility-staffing from time to time (“client information”). You are responsible for the client information that you upload to the services and for the consequences and liability related to or connected with your client information as well as your use of any content you access or obtain through the services.

Agility-staffing does not claim ownership rights to your client information.    You retain all of your rights to your client information, but by uploading, transmitting, or posting client information via the services, you hereby grant to agility-staffing a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, edit, adapt, publish, translate, display, host, store, distribute, sub-license and create derivative works and compilations incorporating your client information as part of providing the services. Agility-staffing will not be liable for your client information. You represent and warrant that you have all rights and authority to grant to agility-staffing the foregoing license to the client information you upload to the services.

You acknowledge that agility-staffing will rely on the accuracy and authenticity of your client information and agility-staffing is not obligated, nor does agility-staffing intend to take any steps to independently verify the accuracy or authenticity of your client information. You hereby agree to indemnify and hold agility-staffing harmless from and against any and all third party claims, demands, suits or actions resulting from and arising out of or relating to services in reliance upon your client information.

ACCOUNT SECURITY

Agility-staffing is dedicated to ensuring the accessibility, integrity and security of your client information. Agility-staffing endeavors to ensure the accessibility, integrity and security of your client information.

To access the services, you may be asked to provide certain registration or other security information. The information you provide must be accurate and complete.

Your account is personal to you and you may not share it or allow any other person to utilize your account. You may not use another person’s account. The services may allow you to store your login credentials in your web browser so that you are automatically logged in each time you access the services. If someone else has access to your computer, mobile device, or web browser, the automatic login feature will allow that person to have access to your account. You will be responsible for all damages resulting from unauthorized access to the services from your account. You must notify agility-staffing if your registration information changes or you learn of or have reason to suspect any unauthorized use of your account or any other breach of security.

PRIVACY

Agility-staffing collects, stores, and uses your client information and data collected from you in accordance with the agility-staffing privacy policy, located at privacy policy . The terms and conditions of the privacy policy are incorporated into this agreement.

YOUR LICENSE TO USE THE SERVICES

Agility-staffing grants to you a limited, non-exclusive, non-assignable, non-transferable license to access and use the services for your own personal, non-commercial purposes, subject to and in compliance with this agreement. Agility-staffing reserves all rights not otherwise expressly granted by this agreement. You may not: rent or sell the services to a third party, copy or reverse engineer the services, create derivative works of the services, change or alter content or notices, use a bot or other automatic process to harvest information or content on the services, introduce a virus or malicious code into the services, use the services to violate a third party’s intellectual property rights, send advertisements or spam using or through the services, use any information in the services to create a competing service, or engage in any activity that violates this agreement.

AGILITY-STAFFING RIGHTS AND OWNERSHIP

Agility-staffing may discontinue or alter any aspect of the services, restrict the time when services are available, install bug fixes, updates, patches, and other upgrades to the services and restrict the amount of use permitted at agility-staffing’s sole discretion and without prior notice or liability to you. Your only remedy is to discontinue using the services if you do not want a modification agility-staffing makes to the services.

The services are agility-staffing’s copyrighted property and the services may not be reproduced, recreated, modified, accessed or used in any manner contrary to what is allowed by this agreement or disseminated or distributed to any other person. Agility-staffing images, trademarks, service marks, logos, icons and other content on the services are agility-staffing’s property and may not be used without agility-staffing’s prior written consent. Trademarks owned by third parties are the property of those respective third parties. Any feedback or suggestions you give to agility-staffing about the services is voluntary and agility-staffing may use such feedback or suggestions in agility-staffing’s sole discretion without obligation or remuneration to you.

USAGE AND LIMITATIONS

Agility-staffing does not guarantee that the services will be compatible or operate with your Internet provider’s service plan, your mobile carrier’s service plan, with any particular computer, mobile device, or web browser, or any other piece of hardware, software, equipment, or device you use to access the services. You are responsible for providing, maintaining, and ensuring the compatibility of all hardware, software, and other system requirements necessary for your access to and use of the services. You are responsible for all third party charges and fees, including to your Internet service provider and mobile carrier in connection with your access and use of the services and for complying with any contracts, terms of service agreements, and restrictions associated with such third party services.

Agility-staffing may post links to third party websites on the services. If agility-staffing does post a link to a third party website, please be aware that agility-staffing is not responsible or liable for any content, advertising, products, or other materials on or available from third party websites or for any privacy or other practices of the third parties operating those websites.

DISCLAIMERS

TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, AGILITY-STAFFING EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, SUITABILITY, INTEGRATION, CURRENTNESS, ACCURACY AND FITNESS FOR A PARTICULAR PURPOSE.  AGILITY-STAFFING DOES NOT WARRANT THAT THE SERVICES WILL BE MALWARE OR VIRUS FREE.  AGILITY-STAFFING SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT ACCESS TO OR OPERATION OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS IN THE SERVICES, IF ANY, WILL BE CORRECTED, OR THAT RESULTS WILL BE TIMELY, ACCURATE, ADEQUATE OR COMPLETE. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND AGILITY-STAFFING DOES NOT GUARANTEE THE SERVICE’S AVAILABILITY OR UP-TIME.  AGILITY-STAFFING DOES NOT WARRANT OR REPRESENT THAT USE OF THE SERVICES WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, AND YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS AND REGULATIONS.

LIMITATION OF DAMAGES

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCE WILL AGILITY-STAFFING BE RESPONSIBLE FOR LOST PROFITS, REVENUES, FINANCIAL LOSSES, OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW,  AGILITY-STAFFING'S TOTAL LIABILITY FOR ANY CLAIMS UNDER THIS AGREEMENT, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE GREATER OF THE AMOUNT YOU PAID TO  AGILITY-STAFFING DURING THE 6 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM OR $100.00. THE LIMITATIONS OF THIS SECTION WILL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT  AGILITY-STAFFING HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

INDEMNIFICATION

You will defend, indemnify, hold harmless, and inure to the benefit of Agility-staffing, and each of its principals, agents, associates and subcontractors from any and all loss, damage, expense or liability resulting from or arising out of, any of your or your agent’s acts or omissions or from your or your agent’s breach or default of this agreement.

TERM AND TERMINATION OF AGREEMENT

This agreement is effective until you or agility-staffing terminates it. You may terminate this agreement at any time by providing agility-staffing 60-days prior written notice. Agility-staffing may terminate this agreement at any time and for any reason without prior notice to you, and accordingly, agility-staffing may deny or suspend your access to the services, including for your non-payment of fees, and in such circumstance agility-staffing will have no liability for failure to provide services. Termination of this agreement will not affect any right or relief to which agility-staffing is entitled at law or in equity. Upon termination of this agreement, you must terminate all use of the services and any information or materials that have been provided to you. You are responsible for payment of all fees for the services rendered through the date of termination, provided however, that if you terminate this agreement within 30 days of the effective date, you shall incur no costs and shall not be responsible for any fees for services rendered within the normal scope of service. The terms and conditions in this agreement that by their nature and context are intended to survive any termination of this agreement will survive such termination and will be fully enforceable thereafter.

CONFIDENTIAL INFORMATION

Confidential information means any and all tangible or intangible information furnished by a party or their representatives, whether oral, written, or recorded/electronic and regardless of the manner in which it is furnished relating to parties, their subcontractors or their affiliates.

Both parties acknowledge that all confidential information is material and confidential and greatly affects the goodwill and the effective and successful conduct of the parties’ respective businesses and operations, and that maintaining confidentiality of the confidential information is reasonably necessary to protect the legitimate business interests of the parties. Accordingly, as a material inducement to the parties to enter into this agreement, both the parties hereby agree to maintain and receive all such confidential information in strict confidence and that neither the parties nor any of its representatives or subcontractors shall, at any time, directly or indirectly, divulge, reveal or communicate any confidential information to any third party whatsoever, or use, pursue or exploit any confidential information for its own benefit or for the benefit of others. Both parties agree that neither it nor any of its representatives or subcontractors will infringe on the other party’s respective intellectual property or other rights in said confidential information, and acknowledges that nothing herein shall be construed as granting a license or right to use said confidential information except for the specific purposes set forth herein.

MULTIPLE ENTITIES

If you request Agility-staffing to provide services to another legal entity that you own, under common ownership, or otherwise associated with you (an “affiliated entity”), you affirm and agree that you agree to this agreement both on your own behalf and as an authorized agent for the affiliated entity. You hereby agree to indemnity and hold harmless agility-staffing against any claims made by the affiliated entity.

USE OF SUBCONTRACTORS AND ASSIGNMENT

You expressly acknowledge and agree that Agility-staffing may engage subcontractors to perform the services and may assign its rights and obligations here-under without your consent. You may only assign your rights and obligations here-under as part of a merger or sale of substantially all of your assets, and in such case you must provide prompt written notice to agility-staffing.

NON-SOLICITATION

During the term and for one year thereafter (the “restricted period”), you will not, without agility-staffing’s prior written consent, either directly or indirectly, on your behalf or in the service or on behalf of others, hire any employee or contractor who was engaged by agility-staffing (“restricted personnel”) at any time during the 1 year period prior to termination or expiration of the term. You acknowledge that your hiring or engagement of any restricted personnel is likely to cause irreparable damage to agility-staffing that would be difficult or impossible to ascertain or prove. Accordingly, you agree that any breach of this section shall obligate you to pay agility-staffing on demand, as liquidated damages, an amount equal to restricted personnel’s annual salary or fees paid by agility-staffing at termination of restricted personnel’s engagement with agility-staffing. You agree that this section does not provide for unreasonably large liquidated damages.

Notwithstanding the foregoing, nothing herein will preclude either party from hiring anyone who responds to a bona fide general advertisement for employment.

COMPLIANCE WITH NON-US LAW

Agility-staffing does not make any representation that the services or any material or information provided through the services is appropriate to or available in locations outside of the United States.

You may not use the services in violation of United States export laws, regulations, or restrictions. If you access the services from outside of the United States, you are responsible for compliance with all applicable laws.

IF YOU ARE ACCESSING THE SERVICES FROM OUTSIDE OF THE UNITED STATES, PLEASE BE AWARE THAT ANY CLIENT INFORMATION THAT YOU PROVIDE TO AGILITY-STAFFING WILL BE TRANSFERRED TO THE UNITED STATES. YOU AGREE THAT IN ORDER FOR AGILITY-STAFFING TO PROVIDE THE SERVICES TO YOU, YOUR CLIENT INFORMATION MUST BE TRANSFERRED TO, AND PROCESSED IN, THE UNITED STATES AND YOU EXPRESSLY AGREE OF SUCH TRANSFER OF YOUR CLIENT INFORMATION TO THE UNITED STATES. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH THE LAWS, RULES AND REGULATIONS, REGARDLESS OF JURISDICTION, THAT APPLY TO YOUR CLIENT DATA AND YOU WILL INDEMNIFY AND HOLD AGILITY-STAFFING HARMLESS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, DEMANDS, SUITS, OR ACTIONS RESULTING FROM, ARISING OUT OF, OR RELATING TO YOUR TRANSFER OF CLIENT INFORMATION TO AGILITY-STAFFING. YOU ACKNOWLEDGE THAT THE UNITED STATES MAY NOT PROVIDE THE SAME LEVEL OF PRIVACY PROTECTION TO YOUR CLIENT INFORMATION AS THE LAWS OF YOUR COUNTRY.

GOVERNING LAW AND DISPUTE RESOLUTION

This agreement shall be governed by the laws of the state of Michigan, without application of conflicts of laws principles.

PLEASE READ THIS CAREFULLY AS IT AFFECTS YOUR RIGHTS. Any dispute, claim or controversy arising out of or relating to this agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, will be determined by arbitration in Southfield, MI before an arbitrator. The arbitration shall be administered by JAMS in accordance with its streamlined rules and procedure. Judgment on the award may be entered in any court having jurisdiction.

In any action or proceeding to enforce this agreement, agility-staffing shall be entitled to recover from you its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

Notwithstanding the above, the parties agree that each party may seek injunctive relief without prejudice and in addition to all other remedies provided by this agreement or available at law.

PUBLICITY

During the term, you hereby give agility-staffing a license to use your (or your company’s) name and logo on its website and other marketing materials to identify that agility-staffing is a service provider to you.

MISCELLANEOUS TERMS

Agility-staffing is and shall remain an independent contractor with respect to all performance rendered pursuant to this agreement. The provisions hereof are not intended to create any partnership, joint venture, agency, or employment relationship between the parties or between a party and the employees, agents, or independent contractors of the other party. Except for payment obligations, neither party will be held responsible for any delay or failure in performance under this agreement to the extent that such delay or failure is caused by fire, flood, explosion, war, terrorism, strike, embargo, government regulation, civil or military authority, act of god, or other similar causes beyond its control. This agreement controls the relationship between agility-staffing and you. This agreement does not create any third party beneficiary rights. Agility-staffing’s failure to enforce the provisions of this agreement does not constitute a waiver of agility-staffing’s right to enforce them. If any term or provision of this Agreement is held to be invalid or unenforceable, the remaining terms and provisions of this agreement will remain in full force and effect, and the invalid or unenforceable term or provision will not be considered to be part of this agreement. In the event of a conflict between this agreement and any additional policies, procedures, disclaimers, guidelines, rules, terms, or conditions of specific application, the additional policies, procedures, disclaimers, guidelines, rules, terms, or conditions of specific application will control.

Effective as of April 8, 2019