WHEREAS Remote Scouts (hereinafter referred to as “Provider”) is pleased to offer You (hereinafter referred to as “Client”), collectively referred to as “Parties” and singularly as “Party”, integrated resources, which is the process of acquiring remote workforce talent (“Staffers”) that work either remotely or offsite at Provider’s facilities on Client’s behalf and direction. Staffers integrate with Client’s business and serve as a dedicated member of Client’s organization, providing services under Client’s supervision. The integrated resources involve the process of the Client being able to view and hire remote or offshore workforce talent opportunities available on the “Portal”.

NOW THEREFORE, these Terms and Conditions set forth the terms of the agreement and the relationship entered into between the Parties.

1. Creation of Account:
   
   1. Client is not required to create an Account for simply viewing the available Staffers and their profiles,
   2. In order to hire a Staffer and/or post a job, Client shall be required to create profile (“Client Account”), on Provider’s Portal where the following information will be collected from the Client, and the Client through these Terms and Conditions acknowledges the collection of the following information by the Provider through its Portal:
      1. Client’s business’s legal name as well as trade name,
      2. Address of principal place of business and direct phone line,
      3. Company’s point of contact (P.O.C)’s name, email address, designation, and direct line,
      4. Company’s business sector as well as sub-sector and,
      5. Website Link/LinkedIn Profile Link of Client’s company.
   3. The Client Account, once created, will be submitted for review to the Provider. The Provider may take up to a maximum of thirty-six (36) business hours for complete review and after approval, the Client Account will be listed on the Portal and Client will be able to select the Staffer(s) it desires to hire and post a job it desires to fill using Provider’s Portal.
   4. The Client hereby acknowledges and agrees that the Provider retains the discretion to decline the establishment of the Account, and such determination made by the Provider shall be considered conclusive and unchallengeable in any manner by the Client.
   5. The Provider warrants that there shall be no biases or discriminatory practices based on race, ethnicity, gender, age, religion, disability, or any other legally protected characteristic in determining eligibility for accessing and utilizing the Portal. The Provider is committed to fostering an inclusive and diverse environment for all Clients.
   6. Staffers may have access to Client’s company’s trading name, area of business and sub-sector.
2. Hiring and Job Posting Process:
   1. The Portal will display all available and active Staffers to the Clients. Clients shall have access to the following information of the Staffers:
      1. Full name and a profile picture,
      2. An introductory video of not more than sixty (60) seconds that showcases their area of expertise,
      3. Working hours and time zone and,
      4. Reviews and ranks obtained through previous jobs if any.
   2. Clients, upon selection of Staffer(s) shall request the Provider to schedule an interview with the Staffer, after their screening. Clients will receive an email reflecting the confirmation of receipt of application for interview and will be contacted by one of Provider’s dedicated agents.
   3. All interviews will be held online.
   4. Client acknowledges that the decision to whether hire a Staffer or not shall solely be the Client’s domain to make and Provider shall not be involved in this process.
   5. For posting a job, Client is to provide all required information for the job and after being reviewed by the Provider, it shall be posted on the Portal and Provider shall also post the same job on any third-party websites and networks as well.
3. Fees:
   Client acknowledges and agrees to pay the Provider a flat fee (“Talent Acquisition Fee”) of United States Dollars Five Hundred (US$500.00) per Staffer. If they are posting a job, the Talent Acquisition Fee shall be payable as soon as the posting is approved by the Provider.
4. No Guarantee:
   REMOTE SCOUTS DOES NOT PROVIDE ANY GUARANTEES OR WARRANTIES AS TO PROFESSIONAL PERFORMANCE OR OVERALL COMPETENCE OF A PROVIDER. AS STATED IN CLAUSE 2.4. REMOTE SCOUTS IS SOLELY PLAYING A ROLE OF CONNECTING CLIENT WITH A POOL OF STAFFERS WHO HAVE BEEN LISTED ON THE PORTAL. NEITHER DOES REMOTE SCOUTS PROVIDE ANY GUARANTEES OR WARRANTIES FOR THE DURATION OR THE TERMS ON WHICH A CLIENT HIRES A STAFFER, EXCEPT AS PROVIDED OTHERWISE HEREIN.
5. Confidentiality, Non-disclosure, and Intellectual Property:
   1. “Confidential Information” shall mean, proprietary information and materials provided by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), which at the time of disclosure is designated as confidential by the Disclosing Party or which by its nature would be understood to be confidential information. This includes, but is not limited to, Provider Intellectual Property, information concerning subsidiaries, affiliates and contractors, business plans, customers, employees, employee payroll information, this Agreement, fees paid for Service, trading partners, trade secrets, new products and concepts, proprietary systems and technologies, financial data and operating procedures, and patient information regardless of form or media.
   2. Information provided by the Disclosing Party shall not be considered Confidential Information if the Receiving Party can demonstrate the disclosed information: (a) was known to the Receiving Party prior to disclosure by the Disclosing Party, (b) is or becomes publicly known in the public domain, (c) is given to the Receiving Party by a third party who has the right to disclose the information, (d) is independently created or developed by the Receiving Party, or (e) is required to be disclosed by law or court of competent jurisdiction.
   3. Both Parties agree that the Confidential Information made available to the Receiving Party by the Disclosing Party shall be used by the Receiving Party solely for the purposes set forth in this Agreement, and that no license or grant, express or implied, in the Confidential Information is made by the Disclosing Party. Unless otherwise expressly authorized by either party or required by law, all Confidential Information shall be kept in strict confidence. If required, both Parties shall execute similar confidentiality and non-disclosure agreements with all officers, employees, agents, consultants, and sub-contractors that may have access to Confidential Information and agree to be responsible for any breach of this Clause 5.
   4. Intellectual Property disclosed or provided pursuant to these Terms and Conditions shall not be used by either Party in any manner inconsistent with the purpose for which such Intellectual Property was so disclosed or provided.
   5. The provisions of this Clause 5 shall survive the termination of these Terms and Conditions.
   6. Breach of Clause 5 by either Party shall be considered as a material breach of these Terms and Conditions.
6. Account Termination:
   Provider reserves the sole and exclusive right to immediately and without providing Client any notice, terminate the Client Account at any time due to any of the following reasons:
   1. Client establishes or attempts to establish direct contact with the Staffer outside of the Portal,
   2. Client, through the point of contact or some other person, exchanges or attempts to exchange any personal details (including but not limited to email and social media handle(s), phone number(s), and/or address) with the Staffer through the Portal.
   3. Client violates or is found in breach of these Terms and Conditions, and that breach goes uncured for five (5) business days,
   4. Client was engaged in unlawful, immoral and/or unethical conduct on the Portal or on any of the jobs with the Staffers or Providers’ personnel,
   5. Client Account remained inactive for or more than twenty-five (25) consecutive days,
   6. Client entered into separate financial arrangements with the Staffers, including but not limited to commissions, gratifications, finder’s fees, bonuses etc. and any other such financial incentives that were not transmitted through the Provider’s payment channels,
   7. Client, at any time, provided counterfeit, forged or fake documentation.Upon termination in accordance with this clause, the Client’s information and data provided to Provider via the Portal shall be immediately deleted in a secure manner and in its entirety. Where required or context so required, any information exchanged shall be promptly returned to the Disclosing Party by the Receiving Party.
7. Amendments:
   Any amendment or modification to these Terms and Conditions shall be immediately communicated to the Client. Remote Scouts retains the sole right and discretion to add, amend, modify, remove, or alter any part of or these Terms and Conditions at any time. Any updates will be informed to the Client by the Provider via the Portal.
8. Governing Law and Jurisdiction:
   These Terms and Conditions are governed and shall be construed by and in accordance with the laws of the State of California. Any suit or action arising under these Terms and Conditions, without prejudice to anything contained herein, shall be brought in a State Court in Los Angeles County, California. The Provider, in order to protect their business and related Confidential Information, is fully entitled to seek any equitable remedy it is entitled to obtain under the laws of the State of California against the Client.
9. Severability:
   In the event a court of competent jurisdiction finds a provision of these Terms and Conditions to be invalid or unenforceable, the invalidity of that provision shall not affect the validity of the remaining provisions of this Terms and Conditions, which shall remain in full force and effect as if the invalid provision had been omitted.
10. Notices:All notices, requests, demands or other communications to the Provider by Users shall be in writing and will be deemed to have been duly given if personally delivered, or if sent by overnight courier or mailed with package tracing capability, to the other party at:Provider:Remote Scouts5230 Las Virgenes Rd., Suite 210Calabasas, CA 91302

    Email: legal@remotescouts.com

    Attention: Legal Department

11. Entire Agreement:
    These Terms and Conditions set forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior oral and written agreements, understandings, or quotations regarding the subject matter of these Terms and Conditions.

By clicking on “I AGREE” below, Client affirms that they have read and fully understood the Terms, they agree to the use of the data and information they will provide to the Provider, and they agree to be bound by the Terms and Conditions and enter into the relationship with the Provider set forth herein.