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11% . y . f3r " myStaffing:ProO Services Agreement m✓b1 taffingo only by binding arbitration in Rochester, New York, in accordance with the commercial rules of the American Arbitration Association. Arbitrable disputes include, without limitation, disputes about the formation, interpretation, applicability, or enforceability of this Agreement. A separate neutral arbitrator must be selected and appointed for each dispute. Any dispute arising under the Agreement will be brought within two (2) years of when the claim accrued. The arbitrator will not be authorized to award exemplary or punitive damages, or any damages excluded in the Limit of Liability provision. The parties agree that the prevailing party in arbitration, and any subsequent judicial proceeding to enforce an arbitration award, will be awarded costs and attorneys' fees (including in-house counsel fees) and that an arbitration award may be entered as a judgment in any court having jurisdiction over either party to the Agreement. The parties will not be permitted to bring, or participate in, and the arbitrator will not have any authority or jurisdiction to hear or decide, any claims brought as any type of purported class action, coordinated action, aggregated action, or similar action or proceeding. Each party must only bring claims against each other in their individual capacity, 24. Conflict of Terms: In the event of a conflict between this Agreement and any pricing proposal Client has executed, the pricing proposal shall be deemed to govern with respect to the duration of the Agreement, Fees, invoicing and payment terms, and Services purchased. In all other matters, in the event of a conflict between this Agreement and any pricing proposal, this Agreement will govern. 25. Assignability. Neither party may assign the Agreement to any third parties, other than successors, without the prior written consent of the other party. Any assignment made without such consent will be null and void, 26. Signature. The parties agree that Client's signature on this Agreement may be transmitted to HRS electronically or by facsimile. The parties further agree that such signature will have the same force and effect as if the original signature had been provided and received. 27. Miscellaneous. The Agreement, along with any pricing proposal, contains the entire understanding of the parties and supersedes all previous understandings and agreements between the parties for the Services provided, whether oral or written, including, without limitation, any confidentiality or nondisclosure agreement(s) entered into by and between, Client and HRS prior to the date hereof. Neither party will be responsible for any delay or failure to perform obligations specified in the Agreement due to causes beyond the party's reasonable control. Client acknowledges that there have been no representations or warranties made by HRS or Client that are not set forth in the Agreement. HRS may modify any term of the Agreement upon thirty (30) days written notice to Client of such change and the effective date thereof. Client will be deemed to have accepted and agreed to such changes unless Client elects to terminate the Agreement by written notice to HRS prior to the effective date of the change and pursuant to the Termination provisions. If any provision of the Agreement or any portion thereof is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remainder of the Agreement will not in any way be affected or impaired. Sections 1-27 will survive the termination of the Agreement. HR Services, Inc. a 675 West Market Street * Lima, Ohio 45801 - Phone: 800-939-2462 a hit pl/MyStaffingl3ro.corn Page 5 R _5