NO GUARANTEES: Client acknowledges that GSU cannot guarantee the success of any candidate with Client. Success depends on Client’s business culture, communication abilities, efforts in training the Staffer, and various other factors. GSU cannot guarantee success of this program, whereas finding a great Staffer through GSU is similar to finding a great Staffer through any other means – sometimes it works out, sometimes it does not. GSU will guarantee best efforts to ensure the success of Client and any Staffers Client hires through GSU.

2. GSU’s OBLIGATIONS: Part of the benefit of becoming a Client of GSU is avoiding the enormous risk of labor laws in the United States. Therefore, GSU shall be obligated to ensure that GSU hires and pays Staffer(s) directly.

3. CLIENT’S OBLIGATIONS: In addition to timely payment of the Monthly Fee, Client agrees to the following:

a. That Client will treat Staffer with dignity and respect, just as Client would treat any state-side Staffer;

b. That Client will never pay or send any direct benefit to Staffer, which could be evidence of a direct employer-employee relationship between Client and Staffer;

c. That Client will comply with the terms and conditions of this Agreement, as well as any reasonable policies set forth by the GSU.

4. VIRTUAL MACHINES: From time to time Get Staffed Up, LLC (GSU) provides its Clients with a Virtual Machine to empower its Staffers to perform their daily tasks as effectively and securely as possible. Virtual Machines are provided for the convenience of clients and are intended, exclusively, for work-related tasks. GSU configures the Virtual Machine to allow installation of authorized software and applications only. Client may request to lift the restrictions of the VIRTUAL MACHINE to install other software or applications. Any changes may take up to 72 hours to be applied to the Virtual Machine. The use of additionally installed software or applications shall be the exclusive responsibility of Client shall comply with licensing agreements and company policies. From time to time, scheduled maintenance and updates require Virtual Machine downtime. GSU usually schedules such downtime during non-business hours and is not mandated to provide an additional solution or alternate computer to staffers during maintenance and update periods. Client shall: (1) ensure the Virtual Machine is effectively use by the Staffer; (2) ensure the security of data stored on virtual machines; (3) ensure the management and backup of data stored within the virtual machine; (4) respond appropriately to prevent data loss; (5) regularly back up critical information; (6) report any illegal or unethical use of the Virtual Machine by the Staffer and/or any security concerns shall be reported by Client to GSU promptly; (7) collaborate with GSU’s IT department to resolve technical issues promptly by providing accurate information when seeking technical assistance, and reporting issues opportunely; and (8) Client is obliged to comply and adhere to all applicable company policies, laws, and legal requirements while using virtual machines. GSU makes no warranties, express or implied, regarding the virtual machine services, including but not limited to the accuracy, completeness, or reliability of the service.

5. ENFORCEMENT OF THE SERVICE AGREEMENT:

a. Chargebacks: Client agrees that it waives any right to chargebacks. Any dispute shall be handled per the terms of this Agreement.

b. No Refunds: Labor Laws in the countries GSU hires are dramatically different from those in the US. GSU is often obligated to pay Staffer(s) for any time worked, severance pay and other labor costs associated with the termination of Staffers’ employment. Also, GSU invests a significant amount of resources in the recruitment an onboarding of Staffer. For these reasons no refunds shall be given to Client.

c. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of Nevis, without regard to principles of conflicts of law. The Parties agree to exclusive venue and jurisdiction in Nevis. The parties also waive the right to a trial by jury. In any dispute by and between the Parties, the prevailing Party shall be entitled to be reimbursed its reasonable costs, fee and attorney’s fee from the non-prevailing Party.

d. For purposes of the liquidated damages clause in Client’s contract, “Staffer” is defined as any person currently engaged or engaged in the past, whether legally defined as an employee or independent contractor, who has had any contractual relationship whatsoever with Get Staffed Up within the past 18 months.

6. POSEIDON MANAGEMENT OF FLORIDA, LLC: Client acknowledges that GSU has hired Poseidon Management of Florida, LLC (“Poseidon Management”) to manage Clients, Staffers, effectuate billing and procedures, and otherwise manage this Agreement and the business of GSU. Invoices and/or billing and statements shall indicate charges from Poseidon Management. We hate it when such arrangements are not disclosed to us, and therefore we felt it important that we disclose the same to you upfront. Poseidon Management is not a Party to this Contract, however, and has no liability, duties or responsibilities whatsoever to Client as an affiliated company to Get Staffed Up. All duties and obligations granted by GSU under this Agreement are owed to Client solely by GSU. Performance of the duties by Poseidon Management shall be considered by GSU, who may terminate its relationship with Poseidon at any time and hire another management company. Any attempt by Client to sue, or otherwise hold responsible Poseidon Management for the performance of this Agreement, or for any other duties or responsibilities whatsoever, shall be sanctionable and shall entitle Poseidon, and/or GSU to treble damages, if allowable under the law.

7. LIABILITY FOR STAFFERS: In no event shall Get Staffed Up, LLC or its affiliated companies be liable for any compensatory, special, direct, incidental, indirect, or consequential damages, exemplary damages or any damages whatsoever resulting from loss of use, data, information or profits arising out of or in connection with the use or performance of Staffers, whether or not such actions were intentional, negligent, or within the scope of Staffers employment with Get Staffed Up. Get Staffed Up provides no warranty or guarantee of work of the Staffers, and just like hiring United States employees, using offshore Staffers has risks. It is the responsibility of Client to ensure proper measures are used to protect Client’s business practices, the same as Client would with any other employee or contractor with access to sensitive or proprietary information.

8. ADDITIONAL PAYMENTS: Additional Payments, such as bonuses and salary increases, from Client to Staffer must be processed through GSU; a processing fee of 3% together with any associated Pass-Through Costs will be added to any Additional Payment. (“Pass-Through Costs” are defined as any costs required by local law or customary business practices in the Staffer’s country, such as withholdings, payroll taxes, benefits.).

9. WORK HOURS: Staffers may work up to 10 hours per day for a total of 40 hours per week between Monday and Friday. Any Client request for Staffer to work beyond these hours is subject to the Staffers approval and additional fees.

10. PAID TIME OFF, BREAKS, LEAVES AND OTHER TERMS DETERMINED BY THE STAFFERS COUNTRY: In order to provide Client with the best possible Staffer GSU hires from many countries across the globe. Vacation, Holiday, Sick Leave, Bereavement Leave, Lunch, Break and other terms can vary by the country from which your Staffer is placed.

11. NON-DISCRIMINATION: Client agrees that client will not discriminate in its selection or utilization of Staffers on the basis of race, color, national or ethnic origin, ancestry, age, religion or religious creed, disability or handicap, sex or gender (including pregnancy), gender identity and/or expression, sexual orientation, military or veteran status, genetic information, or any other characteristic protected under applicable laws.

12. SEVERABILITY: The Master Agreement covers the entire terms between the Parties. Any nullification of any sections of the Master Agreement shall not otherwise have any effect on the remainder of the Master Agreement and its terms.

13. JOINT-EMPLOYER LIABILITY: Client acknowledges that if Client violates any laws in utilizing Staffers, including wage and hour laws, overtime laws and/or discrimination laws, that Client may be held responsible under the law as a joint-employer. In any such instance, Client shall indemnify and hold GSU harmless. These Terms and Conditions are designed to prevent violation of any labor laws.

14. REVISIONS AND UPDATES TO THE TERMS & CONDITIONS: Regardless of the date the Agreement was signed, GSU reserves the right to revise and update the Terms & Conditions at its discretion.