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myStaffingPrd myStaffingPro'O Services Agreement
<br />This Agreement (the "Agreement") is entered into between HR Services, Inc. ("HRS"), an Ohio corporation whose principal office is
<br />located at 675 West Market Street, Lima, OH 45801 and the Client Identified on the pricing proposal ("Client'). The Agreement will
<br />continue until terminated In accordance with its provisions.
<br />Client agrees that HRS Is not rendering legal, tax, accounting, or investment advice In, connection with the Services to be
<br />performed, nor will HRS be deemed a fiduciary of Client, a fiduciary of'any Client benefit plan offered for the benefit of Client's
<br />employees, or the employer or joint employer of Client's employees. HRS will not be responsible for Client's compliance with, nor
<br />will HRS provide legal or other financial advice to Client with respect to federal, state, and local statutes, regulations, or ordinances
<br />including, but not limited to, the Fair Labor Standards Act or any state equivalent. Client agrees to comply with any and all applicable
<br />federal, state, and local laws or ordinances
<br />Client understands that this Agreement (Rev. 6/15) may be considered an application for credit and hereby authorizes HRS to
<br />investigate the credit of the Client and/or its principals, including vendor references:, bank account status, and history (collectively
<br />"Client's Credit"). HRS' performance of the Services under this Agreement is subject to approval of Client's Credit. Client warrants that it
<br />possesses full power and authority to enter into this Agreement, and has read and agrees to the terms and conditions set forth in
<br />sections 1-27 of this Agreement,
<br />1. Client Contacts. Client will designate contacts that will provide HRS with information and directives necessary for HRS to perform
<br />the Services (collectively "Client Information"). Client is responsible for the accuracy of Client Information provided by contacts
<br />and/or Client,
<br />2. Client Information. Client will execute and/or provide all documentation that HRS requires to perform its responsibilities under the
<br />Agreement including, where necessary, taking all corporate action. Client acknowledges that HRS may be required to obtain
<br />documents necessary to verify the identity of Client pursuant to applicable federal and/or state statutes or regulations. Client
<br />acknowledges that Client is responsible for any delay in the performance of Service and additional processing Fees incurred as a
<br />result of its failure to provide Client Information in a timely manner. HRS shall not be required to obtain authorization from Client to
<br />act on Client Information.
<br />3. Reliance on Client Information, HRS will not be responsible for errors that result from HRS' reliance on Client Information,
<br />4. Right to Access Proprietary Software. Subject to the terms of this Agreement and any applicable pricing proposals included with
<br />this Agreement and executed by the Client and HRS, HRS grants the Client a limited, non -transferable, non-exclusive right to
<br />access and use HRS proprietary, myStaffingPre hosted software products ("Software") via a web browser, The Software is made
<br />available to the Client as a hosted service ("Service"). HRS will host and retain physical control over the Software and make such,
<br />computer programs and code available only through the Internet for access, use and operation through a Web -browser (e,g.,
<br />Internet Explorer). No provision under this Agreement shall obligate HIRS, to deliver or otherwise make available any copies of
<br />computer programs or code from the Software, whether in object code or source code form,
<br />5. Features and Functionality of the Software. The specific features and functionality provided by the Software are detailed on the
<br />pricing document. Additional information can be provided upon request. HRS reserves the right to make changes to the features
<br />and functionality of the Software. Major changes and releases, are communicated in advance,
<br />6. Copyright. As between HRS and Client, HRS and or its licensors owns all rights, title, and interest, including, but not limited to,
<br />copyright, patent, trade secret, and WI other inteflectuat property rights, in the Software and any changes, modifications, or
<br />corrections to the Software, If Client is ever held or deemed to be the owner of any copyright rights in the Software or any changes,
<br />modifications, or corrections to the Software, Client hereby irrevocably assigns to HRS, all such rights, title, and interest. Client
<br />agrees to execute all documents necessary to implement and confirm the letter and intent of this section. Client warrants to HRS
<br />that it (I) has title or is authorized to use any symbol, logo, or mark uploaded by Client or Client's agents or printed on Client's
<br />handbooks and checks (collectively "Client Material"); and (iii) has full right and authority to use Client Material, and such use does
<br />not violate any other party's rights.
<br />7. Confidentiality of Software. Client acknowledges that the Software contains valuable trade secrets and confidential information
<br />owned by HRS and or its licensors (collectively 'Confidential Information"). Client agrees that Client, its employees, and its agents
<br />will not, directly or indirectly: (1) sell, lease, assign, sublicense, or otherwise transfer; (i:i) duplicate, reproduce, or copy; (fil) disclose,
<br />divulge, or otherwise make available to any third party; (iv) use, except as authorized by this Agreement; or (v), clecompile,
<br />disassemble, or otherwise analyze for reverse engineering purposes the Software or Confidential information, Client will take
<br />appropriate action with Client's employees and agents to satisfy its obligations under this Agreement with respect to the use,
<br />protection, and security of Confidential information. Client will notify HRS immediately of any unauthorized use or disclosure of
<br />Confidential Information and will cooperate in remedying such unauthorized use or disclosure.
<br />HR Services, Inc, - 675 West Market Street * Lima, Ohio 45801 @ Phone; 800-939-2462 9 hHp:/1myStaffingPro.com
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