This is the service agreement between us (PIRI) and you (CLIENT).

PIRI’s Duties and Responsibilities

1. PIRI will:

  1. Recruit, screen, interview, and assign personnel (“Assigned Employees”) to perform the type of work described at high level at time of purchase.
  2. Pay Assigned Employees’ wages and provide them with the pay and benefits that PIRI offers to them, if any.
  3. Make reasonable efforts to provide a similarly qualified replacement in case an Assigned Employee does not report to work;
  4. Require Assigned Employees’ to sign confidentiality agreements as set forth on Exhibit “B” attached hereto before they begin their assignments to CLIENT.

CLIENT’s Duties and Responsibilities

2. CLIENT will:

  1. Properly supervise Assigned Employees performing its work and be responsible for its business operations, products, services, and intellectual property;
  2. Provide Assigned Employees appropriate information and training as may be required;
  3. Not make a significant change in Assigned Employees’ job duties without PIRI’s express prior written approval;
  4. Exclude Assigned Employees from CLIENT’s benefit plans, policies, and practices, and not make any offer or promise relating to Assigned Employees’ compensation or benefits.

Payment Terms, Bill Rates, and Fees

3. CLIENT will pay PIRI as per the rates set at time of purchase and will pay any additional costs or fees set at time of purchase. Although payments are automatically charged as per the subscription model, PIRI will send invoices to CLIENT for services purchase under this Agreement on a monthly basis. Payment is due on receipt of invoice. Invoices not paid within 15 days from receipt of the invoice will be considered past-due. Past-due invoices will be charged a fee of 1.5% per month until paid. If a portion of any invoice is disputed, CLIENT will pay the undisputed portion upon receipt of the invoice, subject to the terms in this Section 6.

4. Assigned Employees are presumed to be non-exempt from laws requiring premium pay for overtime (OT), holiday work, or weekend work. PIRI will charge CLIENT special rates for premium work time only when it has been authorized. CLIENT’s special billing rate for premium hours will be 150% of the regular billing rate.

5. If CLIENT uses the services of any Assigned Employee as its direct employee, as an independent contractor, or through any person or firm other than PIRI during or within twelve (12) months after the end of any assignment of the Assigned Employee to CLIENT from PIRI, CLIENT must notify PIRI immediately and pay PIRI an additional fee (the “Conversion Fee”) in the amount of 20 times the monthly billing rate for that Assigned Employee, or $ 25,000.00, whichever is greater.

Confidential Information

6. Both parties may receive information that is proprietary or confidential to the other party or its affiliated companies and their clients. Both parties agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than performing under this Agreement or as required by law. No knowledge, possession, or use of CLIENT’s confidential information will be imputed to PIRI as a result of Assigned Employees’ access to such information.

Cooperation

7. The parties agree to cooperate fully and to provide assistance to the other party in the investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve Assigned Employees. Indemnification and Limitation of Liability

8. To the maximum extent permitted by law, PIRI will defend, indemnify, and hold CLIENT and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the extent caused by PIRI’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in Section 1; or the gross negligence, or willful misconduct of PIRI or PIRI’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.

9. To the extent permitted by law, CLIENT will defend, indemnify, and hold PIRI and its parent, subsidiaries, directors, officers, agents, representatives, contractors and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the extent caused by CLIENT’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in Section 2; or the negligence, gross negligence, or willful misconduct of CLIENT or CLIENT’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.

10. ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY PIRI OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED. PIRI MAKES NO ASSURANCE AS TO THE RESULTS OF ITS SERVICES, AND PIRI IS TO BE PAID FOR SERVICES RENDERED IRRESPECTIVE OF THE RESULTS OF SUCH SERVICES.

11. NEITHER PARTY SHALL BE LIABLE FOR OR BE REQUIRED TO INDEMNIFY THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, OR LOST PROFIT DAMAGES THAT ARISE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF HOW CHARACTERIZED, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. As a condition precedent to indemnification, the party seeking indemnification will inform the other party within two (2) business days after it receives notice of any claim, loss, liability, or demand for which it seeks indemnification from the other party; and the party seeking indemnification will cooperate in the investigation and defense of any such matter. Miscellaneous

13. Provisions of this Agreement, which by their terms extend beyond the termination or nonrenewal of this Agreement, will remain effective after termination or nonrenewal.

14. No provision of this Agreement may be amended or waived unless agreed to in a writing signed by the parties.

15. Each provision of this Agreement will be considered severable, such that if any one provision or clause conflicts with existing or future applicable law or may not be given full effect because of such law, no other provision that can operate without the conflicting provision or clause will be affected.

16. This Agreement and the exhibits attached to it contain the entire understanding between the parties and supersede all prior agreements and understandings relating to the subject matter of the Agreement.

17. The provisions of this Agreement will inure to the benefit of and be binding on the parties and their respective representatives, successors, and assigns. The failure of a party to enforce the provisions of this Agreement will not be interpreted as a waiver of any provision or the right of such party thereafter to enforce each and every provision of this Agreement.

18. CLIENT will not transfer or assign this Agreement without PIRI’s written consent.

19. Any notice or other communication will be deemed to be properly given only when sent via the United States Postal Service or a nationally recognized courier, addressed to PIRI Mailing address as shown on https://piri.ai

20. Neither party will be responsible for failure or delay in performance of this Agreement if the failure or delay is due to labor disputes, strikes, fire, riot, war, terrorism, acts of God, or any other causes beyond the control of the nonperforming party.

Term of Agreement

21. This Agreement will be for a term of 12 months from the first date on which both parties have executed it. The Agreement may be terminated by either party upon 30 days’ written notice to the other party, except that, if a party becomes bankrupt or insolvent, discontinues operations, or fails to make any payments as required by the Agreement, either party may terminate the agreement upon 72 hours written notice. Unless the Agreement is cancelled or a renegotiation notice is sent 30 days prior to the Agreement’s expiration date, the Agreement will be renewed automatically upon expiration for an additional 12 month term. Termination of this Agreement shall not be effective with respect to any placed Assigned Employees until their placements are terminated or cease.

Enforcement

22. If any sums due to PIRI are not paid when due, interest shall accrue thereon at the rate of 1.5% per month until paid in full. Any action to collect any sums due under this Agreement may be brought in Santa Clara County, California, and the parties consent to jurisdiction and venue in such County. In any action or proceeding to enforce or construe this Agreement, the prevailing party shall be entitled to recover their actual attorney’s fees and costs.