Terms of Service

1. Acceptance of Terms of Service

i. Welcome to the Sloane Staffing website and/or Sloane Staffing mobile application, together with any materials and services available therein, and successor site(s) thereto (individually referred to as the "Site," or collectively as the "Sites"), which are operated by MAS Staffing, LLC d/b/a Sloane Staffing ("Vendor" or "we" or "us").

ii. These Terms of Service (the "Terms') state the terms and conditions governing your use of the Vendor's services and access to the Sites and constitute a legally binding contract between you and Vendor. These Terms incorporate any additional agreements and conditions posted by Vendor through the Sites, or otherwise made available to you by Vendor.

iii. PLEASE REVIEW THESE TERMS CAREFULLY. YOUR ACCESS TO AND/OR USE OF VENDOR'S SERVICES, THE SITES OR THE INFORMATION DISPLAYED ON THE SITES CONSTITUTES ACKNOWLEDGEMENT OF HAVING READ AND UNDERSTOOD THESE TERMS AND YOUR ACCEPTANCE OF, AND CONSENT TO BE BOUND BY, THESE TERMS. IF YOU DO NOT ACCEPT AND CONSENT TO BE BOUND BY THESE TERMS, THEN YOU MUST NOT USE VENDOR'S SERVICES OR USE AND ACCESS THE SITES.

iv. We may change these Terms from time to time by notifying you of such changes by any reasonable means, including by posting revised Terms or Policy through the Sites. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms incorporating such changes, or otherwise notified you of such changes.

v. In the event of a conflict between these Terms, and any other applicable agreement or Terms fully executed by you and Vendor ("Other Terms"), the Other Terms or Terms shall control.

vi. The "Last Updated" legend above indicates when these Terms were last changed. We may, at any time and without liability, modify or discontinue all or part of Vendor's Services or the Sites (including access to the Sites via any third-party links), or offer opportunities to some or all Site users. Any changes will become effective when we post the revised Terms on the Sites. Your use of the Sites following these changes means that you accept the revised Terms.

2. Service Terms

i. Statements of Work (the "SOW"). Prior to Vendor performing services ("Services") for Client, Client will agree upon a statement of work, work/service order, or other written correspondence (including email) (each a SOW). Each SOW will describe the services to be performed by Vendor, the deliverables to be provided by Vendor (the "Deliverables"), the term of the engagement (the "SOW Term"), and the compensation that Client will provide Vendor in exchange for completing/delivering the foregoing (the "Compensation").

ii. Deliverables. As used in these Terms, Deliverables shall include, as applicable: any and all services, documentation, manuals, blog entries, photographs, models, illustrations, artwork, graphics, musical compositions, audio or video recordings, social media posts, deliverables of authorship, ideas, inventions, processes, methods, know-how, designs, frameworks, trademarks, information, data, materials, tangible personal property or intellectual property incorporated into a Deliverable, otherwise provided to Client in connection with a Deliverable, or resulting from the Services.

iii. Compensation. Client agrees to reimburse Vendor for reasonable expenses that are pre-approved by Client in writing and incurred by Vendor in the performance any SOW, as agreed upon by the Parties. When necessary, all travel on Client business by Vendor personnel shall be in accordance with the Client's standard policy governing travel and business expenses. Invoices for Services and Deliverables completed (and for any other amounts which were specifically agreed upon in writing by Client in advance) should be sent to the email designated by Vendor on a weekly basis, unless otherwise specified in writing by the Parties. Client will remit payment to Vendor for such invoices within fourteen (14) days of the date of receipt. Invoices that are not paid within fourteen (14) days shall incur interest at the rate of 1.5% per month, or the maximum rate allowable under applicable law. Client agrees to reimburse Vendor for all costs, including but not limited to collection agency fees and reasonable attorneys' fees and costs, related to the collection of any unpaid invoice.

iv. Permanent Placement Recruiting Services. In the event that Client requests Vendor to engage in a retained, permanent placement, search, the provisions of Section 9 will apply.

3. Termination

i. Upon receipt of written notice by Vendor that the personnel of Vendor is not suitable for the Client, Vendor and Client will endeavor to meet, in good faith, and confer over the personnel. In the event that the concerns with personnel cannot be rectified by the Parties, Vendor shall remove the personnel from the performance of services and if so desired replace the individual with another qualified individual within a reasonable period of time.

ii. Services under these Terms shall terminate at the sooner of: (a) The end of the SOW Term; or (b) fourteen (14) days after a Party's receipt of written notice by Client of their intent to terminate (the "Early Termination"). In the event of an Early Termination, Vendor shall cease all services and all amounts due and owing as of the last date in which services are provided shall be immediately paid to Vendor by Client.

4. Warranties

i. Each Party represents and warrants to the other party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering; (b) it has the full right, power, and authority to enter into these Terms, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder; (c) the execution of these Terms by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party; and (d) when executed and delivered by such Party, these Terms will constitute the legal, valid, and binding obligation of such Party, enforceable against such party in accordance with its terms.

ii. Vendor does not warrant, whether written, oral, implied, or statutory, and without limitation, the skills, ability, job history, or representations made in interviews, on a resume or CV, made orally, of any personnel. Client warrants that it is using its own independent judgment and investigation into Vendor personnel and has deemed them suitably qualified to perform the services contemplated in the SOW and under these Terms.

iii. Vendor's personnel are not, nor shall they be deemed to be, personnel of Client. Vendor shall be solely responsible for the payment of its personnel's compensation, including employment taxes, and any similar taxes associated with employment. If Client employs or accepts services from any personnel of Vendor outside of the terms of these Terms, Client is fully liable to Vendor for all placement fees due, as well as applicable attorney fees.

5. Work-For-Hire

i. Vendor agrees that the services to be performed pursuant to these Terms, including all tasks, duties, results, inventions and intellectual property developed or performed pursuant to these Terms, are considered "work made for hire" as defined in 17 U.S.C. Section 101, and that any such work is by virtue of these Terms assigned to the Client and shall be the sole property of the Client for all purposes, including, but not limited to, copyright, trademark, patent, and trade secret laws. In the event that any work created by Vendor does not qualify as a work made for hire, Vendor agrees to assign their right in the work to the Client. Vendor agrees to execute any and all documents prepared by the Company and to do all other lawful acts as may be required by the Client to establish, document, and protect such rights.

ii. Vendor and its personnel will retain and remain the sole and exclusive owner of all right, title, and interest in any and all pre-existing intellectual property of Vendor (the "Pre-Existing Vendor IP"). If any Pre-Existing Vendor IP is utilized in any Deliverable under these Terms, Vendor agrees to grant Client an irrevocable, perpetual, fully-paid for, royalty-free, non-transferable, non-sublicensable, worldwide, license in the Pre-Existing Vendor IP, to the extend it is incorporated, combined, or otherwise necessary to use the Deliverables.

6. Direct Hire and Temporary Contract to Direct Hire Terms

i. Beyond the coverage of these Terms during the performance of any SOW, and for twenty-four (24) months of candidate-Client interaction, Client agrees not to directly or indirectly solicit or offer employment to, or accept services from, any personnel of Vendor. Client will not hire Vendor's personnel or accept services from any personnel of Vendor on a contract or subcontract basis either directly from the personnel or indirectly through another organization.

ii. If Client desires to convert to hire any personnel of Vendor outside of the scope any SOW, it shall be directly through Vendor as an exempt, salaried, full time, W2 personnel of the Client with full benefits based upon the following conversion terms:

iii. The direct hire placement fee is 20% of first year starting salary for conversion placements within the first 1040 hours (approximately six months full time) of a contract start, and the fee is prorated to 15% between 1041hours and 2080 hours (approximately twelve months) of contract duration. After 2080 hours (approximately twelve months) of contracted services there is a 0% conversion placement fee.

iv. Under no circumstances shall Client convert any personnel of Vendor to be a contractor of Client. This includes hiring of a non-exempt, hourly W2, Corp to Corp, or independent contractor 1099 basis.

v. These terms do not apply to the terms of Section 9 herein.

7. Confidentiality

i. Confidential Information. As used herein, "Confidential Information" means all nonpublic information in tangible or intangible form disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Vendor shall include, without limitation Provider Materials, information related to the Services, the terms and conditions of these Terms, information contained in design documentation relating to any programs of Vendor (including any source code), development level documentation, all Vendor development tools, data files, databases, marketing plans, supplier and Client information, proprietary and technical information, business and marketing strategies and plans, and information received from others that Vendor is obligated to treat as confidential, provided that such third-party documents are advised as being confidential. Confidential Information of Client shall include, without limitation, Client data. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

ii. Nondisclosure. Each party acknowledges that in performance of these Terms, it may acquire knowledge of the other's Confidential Information. The Receiving Party agrees to protect the confidentiality of the Disclosing Party's Confidential Information using the same degree of care as the Receiving Party uses to protect its own confidential information, which degree of care shall not be less than a reasonable degree of care. The Receiving Party shall not disclose any Confidential Information to any person or entity except to its employees, directors and professional advisors and only to the extent required to perform these Terms or as expressly permitted by the Disclosing Party in writing, and in all cases only after the third party agrees to be bound by confidentiality terms substantially similar to those contained in these Terms. Neither party shall use the other party's Confidential Information for any purpose other than performance of its obligations and the exercise of its rights under these Terms. Each party shall be responsible and liable to the other for any disclosure of Confidential Information by any employee, contractor, agent or other person or entity to whom such party discloses Confidential Information of the other.

iii. Compelled Disclosures. If the Receiving Party or any of its representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights hereunder; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.

8. Insurance

i. Each Party will maintain, at its own expense during the term of these Terms, insurance appropriate to its obligations under these Terms.

9. Indemnification; Limitation of Liability

i. Each Party will indemnify, defend and hold the other Party and its affiliates harmless from and against any claim, liability, damage, loss, assessment, fine or proceeding (including without limitation, reasonable attorneys' fees and costs) brought or assessed against the indemnified party, its representatives or its affiliates arising out of indemnified party's negligence, willful misconduct, or breach of any covenant, warranty or representation contained in these Terms, and infringement or alleged infringement attributable to the indemnified party. The indemnified party will have the right, at its option, to defend itself against any such claim or proceeding or to participate in the defense thereof by counsel of its own choice. This provision shall not apply to the services contemplated in Section 9 of these Terms.

ii. Limitation of Liability: IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; OR (c) LOSS OF GOODWILL OR REPUTATION. IN EACH CASE REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

iii. Limitation of Liability (Cumulative): THE PARTIES CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SOW, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, SHALL BE LIMITED TO THE AGGREGATE OF THE FEES PAID OR PAYABLE BY THE CLIENT TO VENDOR DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY, AND ANY INSURANCE THAT MAY PROVIDE COVERAGE FOR SAID INCIDENT OR LIABILITY.

10. Retained Services and Contingent Search Terms

i. Payment Terms:

a. Contingent Search. Client agrees to pay a placement fee to Vendor in the amount of 20% of the candidate's estimated total first year's compensation, including estimated commissions and bonuses, and any signing bonus ("Contingent Search Fee"). A Contingent Search Fee is earned if the firm is a cause of a candidate accepting a position with Client, or any related or affiliated company, in any capacity, as employee, consultant, or independent contractor. A Contingent Search Fee is not subject to reduction even if the candidate's employment terminates.

b. Retained Services. Client agrees to pay $5,000 of the Fee as a non-refundable advance deposit (the "Retained Services Fee") due upon execution of a SOW. Client will be obligated to pay the remainder of the Fee (total Fee less the Retained Services Fee) upon hiring of any candidate to fill the role in the SOW or upon hiring, directly or indirectly for any position, any candidate referred within twelve (12) months of candidates referral by Vendor, even if for a position other than the position defined in the SOW. The Retained Services Fee can be leveraged for a future search if not successful on initial placement.

c. Client will be obligated to pay such fee whenever:

i. A candidate referred to Client by Vendor is hired, directly or indirectly, for any position, as an employee, consultant, or independent contractor, by Client, its affiliates, parents, or subsidiaries, or

ii. A candidate referred to Client by Vendor is referred by Client to another employer or recruiting firm and the candidate is hired, directly or indirectly, for any position, as an employee, consultant, or independent contractor, by such employer or through such recruiting firm.

d. In addition to the fees outlined in Paragraph (c) above, Client agrees to pay all reasonable expenses, which are pre-approved in writing by Client within three (3) days of the date in which the expense is to be incurred, related to the performance of Vendor's services under this Section.

e. Client agrees to pay all fees and expenses within thirty (30) days after the candidate's date of hire. Invoices that are not paid within thirty (30) days shall incur interest at the rate of 1.5% per month, or the maximum rate allowable under applicable law. Client agrees to reimburse Vendor for all costs, including but not limited to collection agency fees and reasonable attorneys' fees and costs, related to the collection of any unpaid invoice.

ii. Replacement: Upon receipt of written notice within thirty (30) days of hiring by Client that the candidate is not suitable for the Client, Vendor and Client will endeavor to meet, in good faith, and confer over the candidate. In the event that the concerns with the candidate cannot be rectified by the Parties, Vendor shall provide a replacement candidate within a reasonable period of time. If Client fails to notify Vendor within thirty (30) days of the start date of the candidate, Client waives the ability to request a replacement candidate.

iii. Disclaimer: Vendor does not warrant, whether written, oral, implied, or statutory, and without limitation, the skills, ability, job history, or representations made in interviews, on a resume or CV, made orally, of any candidates. Client warrants that it is using its own independent judgment and investigation into any candidate referred or introduced by Vendor and has deemed them suitably qualified. Vendor disclaims responsibility for any claim, loss, or liability, as a result of candidate's acts or omissions.

iv. Confidentiality of Referrals: All candidate referrals made by Vendor are made on a confidential basis and Client shall hold Vendor harmless from any liability resulting from Client, their affiliates, employees, or agents, unauthorized disclosure or misuse of information regarding any candidates or their candidacy.

11. Miscellaneous

i. Independent Contractor: Each Party, in rendering performance under these Terms is acting solely as an independent contractor. In no way is either Party to be construed as the agent of the other Party in any respect, any other provisions of these Terms hereunder notwithstanding.

ii. Taxes: Unless otherwise stated, Vendor's prices do not include sales, use, excise, value added or similar taxes. In addition to the prices set out in a SOW, the amount of any present or future sales, use, excise, value added or similar tax applicable to the Services provided hereunder shall be paid by Client or, in lieu thereof, Client shall provide Vendor, a tax exemption certificate acceptable to the taxing authorities.

iii. Communications and Notices: From time to time, we may communicate with Vendor about the Services and these Terms electronically (e.g., emails to Vendor registered email address, notices on the Vendor website, etc.). Vendor consent to receive electronic communications from Vendor and further agree that any notices, terms, disclosures, and other communications that we send to Vendor electronically will satisfy any applicable legal notification requirements. We recommend that Vendor keep a copy of any electronic communications we send to Vendor for Vendor records. Any notices or communications to Vendor shall be in English and in writing, and shall be sent via U.S. Certified Mail, Return Receipt Requested, or, by prepaid overnight or courier service, to the address below, or such other address as shall be designated in writing by Vendor. Notices are deemed given on receipt.

iv. Entire Terms; Amendments: These Terms, including any applicable Sales Contracts, and any other document or written Terms that incorporates or is incorporated into these Terms, constitutes the entire Terms between Client and Vendor with respect to the Services, and supersedes all prior Terms between Client and Vendor, whether written, oral or implied, in relation to the Services. These Terms may not be amended without written Terms of the parties.

v. Construction; Headings: Whenever the singular number is used in these Terms and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa. The headings contained in these Terms are for reference purposes only and shall not affect the meaning or interpretation of these Terms or any of its provisions.

vi. Severability: If any provision of these Terms or any Sales Contract is deemed by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability, will not affect any other term or provision of these Terms or the Sales Contract, or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify these Terms or any Sales Contract so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

vii. Waivers: Any failure by either Party to enforce or take advantage of any provisions hereof shall not constitute a waiver of the right subsequently to enforce or take advantage of such provision, and no rights of either Party shall be deemed waived, nor shall these Terms or any terms or provisions thereof be changed or amended or waived, in any way whatsoever, except by written Terms executed by authorized officers of both parties.

viii. Rights and Remedies Cumulative: Unless otherwise specifically provided, the rights and remedies provided by these Terms are cumulative and the use of any one right or remedy by any Party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have at law, in equity, or otherwise.

ix. Governing Law: These Terms shall be governed by and construed in accordance with the substantive laws of the State of Florida without regard to principles of conflict of laws that would require application of the laws of any other jurisdiction.

x. Arbitration; Waiver of Jury Trial: By agreeing to these Terms, Client specifically and expressly agrees to waive any right to a jury or court trial. Moreover, By agreeing to this Terms, the Client agrees that, with exception of claims relating to the failure to pay Vendor any amount owed under these Terms, any and all disputes between Client and Vendor arising out of these Terms, will be resolved through a binding arbitration proceeding to be conducted under the auspices of the Commercial Arbitration Rules of the American Arbitration Association in Palm Beach County, Florida. Both the terms of the parties to arbitrate all disputes and the results and awards rendered through the arbitration will be final and binding on Client and Vendor and may be specifically enforced by legal proceedings. Arbitration will be the sole means of resolving such disputes, and both parties waive their rights to resolve disputes by court proceedings or any other means. The parties have agreed that judgment may be entered on the award of any court of competent jurisdiction in Palm Beach County, Florida and, therefore, any award rendered shall be binding. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

xi. Assignment: Neither these Terms nor any interest in it shall be assigned, directly or indirectly, by a Party without the prior written consent of the other Party. Subject to the terms contained herein, these Terms shall be binding upon and inure to the benefit of the legal representatives, successors and assigns of the parties.

xii. Force Majeure: Vendor shall not be responsible for failure to perform under these Terms when its failure results from any of the following causes: acts of God or public enemies, civil war, epidemic, pandemic, insurrection or riot, fire, flood, explosion, earthquake or serious accident, strike, labor trouble or work interruption or any cause beyond its reasonable control.

xiii. Survival: All Sections of these Terms and any Sales Contract that explicitly state they survive or, to give their full effect, would be expected to survive, shall survive any non-renewal of these Terms including, without limitation, Confidentiality or Indemnification obligations.

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^[1] The word "referred" means any manner or means of communication of a candidate's identity.