Client Terms of Service

1.1. "Expert" or "Candidate" means any technology professional, service provider, or independent contractor sourced, screened, or introduced to Client by NeuronHire, whether communicated verbally, in writing, by email, or through any other medium.

1.2. "Introduction" means any disclosure of an Expert's identity, resume, profile, qualifications, or contact information by NeuronHire to Client, regardless of the form or channel used.

1.3. "Statement of Work" or "SOW" means an exhibit or order form executed by the Parties for each Expert engaged by Client through NeuronHire, setting forth the specific terms, fees, and scope of such engagement.

1.4. "Engagement" means any relationship — whether employment, independent contractor, consulting, advisory, or any other arrangement — between Client (or any of its affiliates, subsidiaries, related entities, portfolio companies, or third-party intermediaries) and an Expert.

1.5. "Recruitment Fee" means the fee payable by Client to NeuronHire in the event Client directly or indirectly engages an Expert outside the terms of a valid SOW, as described in Section 6.

1.6. "Monthly Compensation" means the Expert's total gross monthly compensation, calculated on the basis of a standard 176-hour monthly engagement at the applicable hourly or monthly rate agreed upon in the relevant SOW, or at the rate proposed by NeuronHire at the time of introduction if no SOW was executed.

2.1. NeuronHire shall source, screen, and present Experts for Client's review based on Client's stated requirements. Specific fees for each Expert engagement shall be set forth in a separate SOW incorporated by reference into these Terms.

2.2. Any Expert introduced by NeuronHire to Client — whether communicated verbally, in writing, by email, or through any other channel — shall be subject to these Terms and, in particular, the non-solicitation and Recruitment Fee obligations set forth in Section 6, regardless of whether Client ultimately engages such Expert through NeuronHire.

2.3. In the event of any inconsistency between these Terms and an executed SOW, the SOW shall prevail solely with respect to the specific engagement covered therein.

2.4. NeuronHire's services are non-exclusive. NeuronHire may provide similar services to other entities, and Client may engage other recruiters, subject to the non-solicitation obligations in Section 6.

2.5. NeuronHire shall uphold high standards in its candidate recruitment process. However, NeuronHire does not warrant the performance of any Expert and disclaims all liability for any claims, losses, or damages arising from an Expert's actions or omissions.

2.5.1. Client retains the right, at its sole discretion, to conduct additional investigations into any Expert at any time and may reject any candidate at its sole discretion.

2.6. Expert referrals made by NeuronHire are confidential. Client assumes full responsibility for any unauthorized disclosure of Expert information to third parties.

3.1. NeuronHire shall present only Experts who have undergone NeuronHire's screening and whose qualifications reasonably match Client's stated requirements.

3.2. If any Expert assigned to provide services under an SOW is deemed unsuitable by Client for any reason, Client shall notify NeuronHire in writing. NeuronHire shall remove the Expert from the assignment in accordance with the notice period specified in the relevant SOW.

3.2.1. Upon written request from Client, NeuronHire shall use reasonable best efforts to provide a replacement Expert with equal or better qualifications.

3.3. Client hereby designates NeuronHire as its representative for executing individual Services Agreements with chosen Experts on Client's behalf, in accordance with each applicable SOW. Any amendments or terminations of such agreements must be formally approved in writing by Client.

4.1. Fees. Client agrees to compensate NeuronHire as specified in each applicable SOW ("Fees"), which shall include: (i) the total combined NeuronHire service and Expert compensation fees ("NeuronHire and Expert Service Fees"); (ii) any incidental costs for specialized equipment; (iii) any benefits provided to Experts; and (iv) any other fees mutually agreed upon.

4.2. Payment Agent. NeuronHire, or its designated payment provider, shall process Expert compensation payments on Client's behalf, acting as Client's payment agent for such purpose.

4.3. Invoicing. NeuronHire shall issue a monthly invoice ("Monthly Invoice") covering all Fees and Expert Fees in effect at the beginning of each month, unless otherwise agreed in a specific SOW.

4.3.1. If an SOW is finalized after a Monthly Invoice has been issued, NeuronHire may: (i) issue an additional off-cycle invoice; or (ii) include the applicable fees in the subsequent Monthly Invoice.

4.3.2. Any dispute regarding an invoice shall be raised promptly in writing, and the Parties shall engage in good-faith discussions to resolve it.

4.3.3. All payments shall be made by bank deposit or wire transfer to the account specified in the invoice. Such deposit constitutes proof of payment.

4.4. Payment Terms. All invoices are due and payable within ten (10) days of Client's receipt (Net 10). Delays in Client payment may result in delayed Expert payments.

4.5. Late Payment. Any outstanding balance not paid within the Net 10 period shall accrue: (i) a one-time late payment penalty of 5% of the outstanding amount; and (ii) monthly interest at 2% per month, compounding monthly, until paid in full. Client shall also reimburse NeuronHire for all reasonable collection costs, including attorneys' fees and court costs.

4.6. Taxes.

4.6.1. Each Party is solely responsible for all taxes imposed by any governmental authority arising from its own income, business operations, or personnel.

4.6.2. Client shall be responsible for any sales, use, VAT, GST, or similar taxes arising from services received under these Terms, excluding taxes on NeuronHire's net income.

4.6.3. If applicable law requires Client to withhold taxes from payments to NeuronHire, Client shall: (i) deduct such amounts; (ii) timely remit them to the appropriate authority; and (iii) provide NeuronHire with official evidence of such withholding.

4.6.4. The Parties shall cooperate in good faith to minimize applicable withholding taxes, including by exchanging tax residency certificates or other documentation reasonably requested.

5.1. Client shall:

5.1.1. Collaborate with NeuronHire on all matters related to these Terms;

5.1.2. Provide NeuronHire with complete and accurate information necessary for service delivery; and

5.1.3. Ensure timely payment of all Fees and Expert Fees in accordance with Section 4.

5.2. Client shall not:

5.2.1. Copy, reproduce, or create derivative works from any proprietary materials or processes developed by NeuronHire in connection with the services;

5.2.2. Disclose to Experts or third parties the specific fees payable to NeuronHire under any SOW, unless required by law; or

5.2.3. Use information or materials provided by NeuronHire to develop a competing recruitment or staffing service.

5.3. Client agrees to indemnify and hold NeuronHire harmless from any claims, damages, losses, liabilities, and reasonable attorney fees arising from Client's violation of this Section 5.

6.1. Non-Solicitation Obligation. Client agrees that it shall not, directly or indirectly, engage, employ, hire, contract with, or otherwise retain any Expert introduced by NeuronHire, except: (i) through NeuronHire's services pursuant to a valid, executed SOW; or (ii) after paying the applicable Recruitment Fee under Sections 6.2 or 6.3. This obligation applies regardless of whether:

(a) The engagement is direct or through any affiliate, subsidiary, parent, portfolio company, related entity, or third-party intermediary of Client;

(b) The Expert was introduced verbally, in writing, by email, or through any other channel; or

(c) Client engages the Expert during or after the term of any SOW, or without having executed any SOW.

6.2. Recruitment Fee — First 12 Months. If Client directly or indirectly engages an Expert introduced by NeuronHire within the first twelve (12) months from: (i) the Expert's start date in the applicable SOW; or (ii) the date of initial introduction where no SOW was executed — a Recruitment Fee equal to twelve (12) times the Expert's Monthly Compensation shall become immediately due and payable to NeuronHire.

6.3. Recruitment Fee — After 12 Months. After the first twelve (12) months from the applicable start date or introduction date, the Recruitment Fee shall equal six (6) times the Expert's Monthly Compensation.

6.4. Direct Hire Process. If Client wishes to directly hire an Expert and terminate NeuronHire's involvement, Client must: (i) provide NeuronHire with written notice; (ii) request termination of the relevant SOW and Services Agreement; and (iii) pay the applicable Recruitment Fee before or concurrently with commencing any direct engagement.

6.5. Scope of Introduction. Any Expert whose identity, resume, profile, or qualifications were disclosed by NeuronHire to Client — regardless of channel or format — shall be considered an introduced Expert subject to this Section 6. The burden of proving that an Expert was known to Client independently and prior to NeuronHire's introduction shall rest with Client.

6.6. Duration. The non-solicitation obligations in this Section 6 shall survive termination or expiration of these Terms for twenty-four (24) months from the later of: (i) the date of the Expert's last introduction by NeuronHire; or (ii) the termination of the last applicable SOW relating to such Expert.

6.7. Injunctive Relief. Client acknowledges that a breach of this Section 6 would cause irreparable harm to NeuronHire for which monetary damages alone would not be adequate. NeuronHire shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction — without the requirement to post bond or other security — to prevent any actual or threatened breach, in addition to all other remedies available at law or in equity.

7.1. NeuronHire shall:

7.1.1. Deliver services in compliance with all applicable federal, state, and local laws and regulations;

7.1.2. Ensure that Expert Services Agreements are consistent with these Terms and the applicable SOW;

7.1.3. Provide Client with reasonable written updates on candidate searches and placements as reasonably requested;

7.1.4. Maintain the confidentiality and security of all information provided by Client;

7.1.5. Engage qualified personnel to perform NeuronHire's obligations; and

7.1.6. Refrain from using these Terms to assume unauthorized obligations toward third parties.

7.2. Compliance, Sanctions, and Anti-Corruption.

7.2.1. Each Party represents and warrants that it, its affiliates, and any personnel are not: (i) subject to sanctions by OFAC, the UN Security Council, the EU, or any applicable authority; nor (ii) residents of any territory under comprehensive sanctions.

7.2.2. Each Party agrees to comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and similar statutes.

7.2.3. A breach of this Section 7.2 shall constitute a material breach entitling the non-breaching Party to terminate these Terms immediately upon written notice.

8.1. These Terms shall remain in full force from the date of first acceptance until terminated in accordance with this Section 8.

8.2. Either Party may terminate these Terms or any individual SOW by providing fifteen (15) days' prior written notice to the other Party.

8.3. Either Party may terminate these Terms immediately upon written notice if the other Party: (a) commits a material breach that remains uncured for fifteen (15) days after receipt of written notice; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or has bankruptcy or judicial recovery proceedings commenced against it.

8.4. NeuronHire may terminate these Terms or any SOW if Client fails to pay any Fees or Expert Fees within sixty (60) days of invoice receipt.

8.5. Upon termination for any reason: (i) Client shall immediately pay all outstanding amounts for services rendered prior to the effective termination date; and (ii) termination shall not affect any rights or obligations that arose prior to such date, including payment, non-solicitation, confidentiality, and indemnification obligations.

8.6. Termination of these Terms shall automatically terminate all associated SOWs. Termination shall not automatically terminate each individual Expert Services Agreement, unless Client pays the applicable Recruitment Fee pursuant to Section 6.

9.1. "Confidential Information" means any information disclosed by one Party to the other, directly or indirectly, including business affairs, client lists, candidate information, financial data, technical information, trade secrets, pricing, and any information marked as confidential or that would reasonably be understood to be confidential.

9.2. Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving Party; (b) was lawfully in the receiving Party's possession prior to disclosure; (c) is lawfully disclosed by a third party without restriction; (d) is independently developed without reference to the disclosing Party's information; or (e) is required to be disclosed by law or court order, provided the receiving Party gives prompt prior written notice.

9.3. Each Party agrees to: (i) maintain the confidentiality of the other Party's Confidential Information; (ii) use it solely in connection with these Terms; and (iii) take reasonable steps to prevent unauthorized disclosure.

9.4. Expert referrals — including any Expert's identity, resume, qualifications, or contact information — constitute NeuronHire's Confidential Information. Client assumes full responsibility for any unauthorized disclosure of Expert information.

9.5. NeuronHire shall maintain appropriate technical and organizational measures to protect Client data, in compliance with applicable data protection laws including GDPR where applicable.

9.6. The confidentiality obligations of this Section 9 shall survive termination or expiration of these Terms indefinitely.

10.1. All deliverables, work product, and intellectual property developed by Experts in the performance of services for Client shall be considered "work made for hire" under applicable law and shall be the exclusive property of Client upon full payment of all applicable Fees and Expert Fees.

10.2. NeuronHire shall ensure that Expert Services Agreements include appropriate intellectual property assignment obligations, and shall cooperate in executing any documents required to perfect Client's ownership.

10.3. Each Party's pre-existing intellectual property remains the sole property of its owner. Neither Party acquires any rights in the other Party's pre-existing intellectual property under these Terms.

11.1. Client is solely responsible for the results derived from Expert work and for any conclusions drawn therefrom. NeuronHire bears no liability for errors in information provided by Client or for Client's failure to fulfill its obligations.

11.2. NEURONHIRE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, ANTICIPATED SAVINGS, BUSINESS OPPORTUNITIES, GOODWILL, OR DATA, EVEN IF NEURONHIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3. NeuronHire's total aggregate liability for all claims arising under or related to these Terms shall not exceed the total Fees paid by Client to NeuronHire in the twelve (12) months preceding the event giving rise to the claim.

11.4. The limitations in this Section 11 shall not apply to: (i) fraud or fraudulent misrepresentation; (ii) gross negligence or willful misconduct; or (iii) Client's obligations under Section 6 and Recruitment Fees owed to NeuronHire.

12.1. Each Party ("Indemnifying Party") agrees to defend, indemnify, and hold harmless the other Party and its directors, officers, affiliates, employees, and agents ("Indemnified Party") against any and all losses, damages, penalties, settlements, costs, and reasonable attorneys' fees arising from: (i) the Indemnifying Party's material breach of these Terms; (ii) violation of applicable law; or (iii) third-party claims arising from the Indemnifying Party's acts or omissions.

12.2. The Indemnified Party shall promptly notify the Indemnifying Party of any claim, grant reasonable control over defense and settlement, and provide reasonable cooperation. The Indemnifying Party may not settle any claim imposing liability on the Indemnified Party without prior written consent.

13.1. Client agrees that these Terms become legally binding and enforceable upon the occurrence of any of the following:

(i) Client submits a candidate intake form, questionnaire, or service request to NeuronHire;

(ii) Client receives a candidate profile, resume, or introduction from NeuronHire following a request or inquiry;

(iii) Client clicks a checkbox, button, or other interactive element indicating acceptance of these Terms;

(iv) Client executes an SOW or any other agreement referencing or incorporating these Terms; or

(v) Client otherwise engages NeuronHire's services for the purpose of sourcing, screening, or hiring candidates.

13.2. These Terms, when accepted electronically as described in Section 13.1, constitute a valid and binding legal agreement enforceable in the same manner as a physically signed contract. Client irrevocably waives any right to challenge the validity or enforceability of these Terms solely on the basis that they were accepted electronically or without a wet-ink signature.

13.3. NeuronHire shall maintain records of each acceptance event, including date, time, Client identity, and version of these Terms accepted. Such records shall serve as evidence of binding acceptance in any dispute or legal proceeding.

14.1. Relationship of the Parties. NeuronHire is an independent contractor of Client. These Terms do not create a partnership, joint venture, employment, agency, franchise, or any other legal relationship between the Parties.

14.2. Assignment. NeuronHire may assign these Terms to any of its affiliates without Client's prior consent. Client may not assign these Terms without NeuronHire's prior written consent. Any purported assignment in violation of this Section shall be void.

14.3. Entire Agreement. These Terms, together with all applicable SOWs and documents incorporated by reference, constitute the entire agreement between the Parties and supersede all prior negotiations, representations, warranties, and agreements, whether oral or written.

14.4. Amendments. NeuronHire may amend these Terms at any time by providing written notice to Client. Continued engagement following notice constitutes acceptance. Changes to an executed SOW require a written amendment signed by both Parties.

14.5. Waiver. No failure or delay by either Party in exercising any right shall constitute a waiver. Any waiver must be in writing.

14.6. Severability. If any provision is found to be invalid, illegal, or unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force.

14.7. Survival. The following Sections shall survive termination or expiration: Section 6 (Non-Solicitation), Section 9 (Confidentiality), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 13 (Electronic Acceptance), and Section 14 (General Provisions).

14.8. Communications. All notices shall be in writing, delivered by: (i) email with confirmation of receipt; (ii) registered mail with return receipt; or (iii) overnight courier. Notices to NeuronHire: NeuronHire LLC, 7345 W Sand Lake Rd, Ste 210, Office 6642, Orlando, FL 32819; contact@neuronhire.com.

14.9. Force Majeure. Neither Party shall be liable for failure or delay caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, pandemic, or government action, provided the affected Party gives prompt notice and uses reasonable efforts to resume performance.

14.10. Headings. Section headings are for convenience only and shall not affect the interpretation of these Terms.

15.1. These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.

15.2. Any dispute, controversy, or claim arising out of or relating to these Terms or any SOW — including questions of breach, termination, or validity — shall be resolved exclusively in the state or federal courts located in New York, New York. Each Party irrevocably submits to the personal jurisdiction of such courts.

15.3. JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SOW.

15.4. Emergency Relief. NeuronHire shall be entitled to seek emergency injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including but not limited to breaches of Section 6, without the requirement to post bond or other security.