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myS6ffingPro` myStafflngProo Services Agreement
<br />7.1 Equipment. Client is responsible for obtaining and maintaining all computer hardware, software and communications
<br />equipment needed to access the Service, and for paying all third -party access charges (e.g., kiosk, ISP,
<br />telecommunications) incurred while using the Software.
<br />7.2 Mod�ifications. HRS reserves the right to make changes to its policies, procedures and practices and to make changes to
<br />its hosting and technical infrastructure and the Software during the term of this Agreement to provide Services to HRS
<br />customers. Such changes will not materially degrade the performance of the Service or materially decrease the
<br />functionality of the Software.
<br />Use Restrictions,
<br />8,11 Prohibited Uses. Client may not use the Service for sparnming, chain letters, junk mail or distribution lists to contact any
<br />person who has not given specific permission to be included in such list. Client agrees not to, transmit, or permit Client's
<br />employees to transmit, through the Service any unlawful, harassing, libelous, abusive,, threatening, vulgar, obscene or
<br />otherwise objectionable material of any kind. Client agrees to only use the Service for lawful purposes, in compliance with all
<br />applicable laws including, without limitations, copyright, trademark, obscenity and defamation laws. Client agrees to defend,
<br />indemnify and hold HRS harmless against any claim or action that arises from Clients use of the Service in an unlawful
<br />manner or in any manner inconsistent with the restrictions and policies stated herein.
<br />8.2 Third -Party Contractors. Client may make the Service available for use by third -party contractors used by Client solely to
<br />assist in Client's staffing efforts (.Third -Party Contractor"), within the limits of the usage rights and restrictions set forth in this
<br />Agreement and subject to the section below titled "HRS Competitors". Client is responsible for the use of the Service by such
<br />Third -Party Contractors, including compliance with each term of this Agreement to the same extent as if the Third -Party
<br />Contractor were an employee of the Client. Client agrees that any password provided to a Third -Party Contractor will be
<br />disabled immediately upon conclusion of such Third -Party Contractor's work for Client,
<br />8.3 HRS Competitors. Client shall not allow employees of companies that provide a product that is a competitive alternative to
<br />the Software to access the Software without permission from HRS. Nothing in this paragraph shall be construed to prevent
<br />Client from integrating the Software with software provided by a HRS competitor.
<br />8.4 Ethical Hacks. Client shall not, and shall not allow anyone working on the Client's behalf to (i) perform any technical security
<br />integrity review, penetration test, load test, denial -of -service simulation or vulnerability scan, or (ii) attempt to access the data
<br />of another HRS customer. Client shall not, and shall not allow anyone working on, Client's behalf, to use any software too]
<br />designed to automatically emulate the actions of a human user (such tools are commonly referred to as "Robots") in
<br />conjunction with the Service. Robots are commonly used for the purpose of data entry, data loading, data migration, load
<br />testing, performance testing, performance monitoring, performance measuring and stress testing. If Client or anyone working
<br />on the Client's behalf uses a Robot or other similar programs, with the Service for the purposes listed above, or any other
<br />purpose, it shall' constitute a material breach of this Agreement. Client shall indemnify and hold HRS harmless without
<br />limitation from any damages, losses, claims, costs, expenses or liabilities arising from downtime, production incidents or other
<br />technical problems arising during a time period in which Client is in breach of this provision or as a result of Client's, breach of
<br />this provision, including without limitation, damages or credits to HRS customers arising from downtime and costs, including
<br />third party costs, related to the correction of such downtimes, production incidents or other technical problems,
<br />Support. HRS will provide support in accordance with the then current HRS support policy. Unless specifically agreed in writing,
<br />HRS has no obligation to provide Client with hard -copy documentation, upgrades, enhancements, modifications, or other support
<br />10. Consulting Services. Client may elect to purchase additional consulting services to support requests that are outside the scope of
<br />the standard implementation services included with the purchase ("Consulting Services"). Such Consulting Services shall be set
<br />forth in a mutually executed pricing proposal that references and incorporates the terms of this Agreement.
<br />11. Billing and Payment
<br />11.1 Payment of Fees. Client will pay fees for all Services ("Fees") through such method as required by HRS when due, HRS'
<br />Fees are set forth on the pricing proposal and will not be increased for the period set forth on the pricing proposal ("Term"),
<br />After expiration of the Term, Fees are subject to change upon thirty (30) days written notification to Client.
<br />11.2 Funding Deadline Client agrees that the funds representing the Fees will be available in sufficient amount when due
<br />("Funding Deadline").
<br />11.2 Payment by Wire Transfer or Other Method. If HRS requires payment of Fees by a wire transfer or other method, Client
<br />agrees to provide HRS with all information necessary to confirm, receipt of the payment prior to the Funding Deadline,
<br />11,3 Insufficient or Nonconfirmed Funds. If sufficient funds are not available on the Funding Deadline, HRS may take such
<br />action to collect Fees. Client acknowledges that Client is responsible for any delay in the performance of Services, if HRS is
<br />unable to confirm receipt of funds prior to the Funding Deadline.
<br />12'. Publicity. If Client becomes subscriber of the Service; Client agrees that HRS can disclose the fact that Client is a paying
<br />customer. During the term of this Agreement, and unless otherwise set forth, Client grants HRS the right to reference Client, along
<br />HR Services, Inc. e 675 West Market Street • Lima, Ohio 45801 # Phone: 800-939-2462 • http://myStaffingPro.com
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