SERVICES AGREEMENT

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This Services Agreement is between Pampas Technologies, Inc. dba Bolto (“Company”), and the “Client”. The parties agree as follows:

1. Services. Company shall provide the Client with certain designated services, including recruitment, payroll, compliance, human resources and other related services as reasonably requested (the “Services”).  For the avoidance of doubt, the Services provided hereunder may be provided by contractors of the Company whom the Client shall have the option to make subsequent offers of employment to, as more fully described herein (each such contractor a “Contractor” and also included in the term subcontractor as used herein).  Should Client and/or the Contractor request a replacement Contractor be provided to provide the Services hereunder, the Company and Client shall use commercial reasonable efforts to agree on a replacement Contractor.

2. Payment for Services. For the Services provided, the Client shall pay Company the fees set forth on the Company’s website, as of the date of engaging any Company employees or Contractors; provided, however, that should the Client make an offer of employment to any such Contractor, Client shall be responsible to pay the fees set forth in Section 6 hereof. Client shall be charged on a weekly basis. Unless otherwise mutually agreed to in writing, all payments are due within 14 days of the requested date. If the Client fails to make payment within this period, interest will accrue on the unpaid amount at the rate of 1.5% per week or the maximum allowed by law, whichever is less. Client shall commit to making any and all payments for Services performed by any Contractor introduced to them via Company (regardless of whether the work performed was what was originally requested by Client) exclusively through Company following the date of introduction to the Contractor; provided, however, that such obligation to pay fees shall terminate once (i) an offer of employment is made and accepted, as set forth in Section 6, and (ii) all outstanding fees for such Contractor has been paid.  Payments will be made by credit card, wire transfer, check, ACH, or other electronic funds transfer.  Invoices will be deemed paid as of the date on which payment is actually received by Company.
3. Independent Contractor Status. Company and its subcontractors are independent contractors and not employees of the Client. Nothing in this agreement is intended to, nor should be construed to, create a partnership, agency, joint venture, or employment relationship. Company and its subcontractors are not entitled under this agreement to any of the benefits that the Client may provide to its employees. 
4. Confidentiality. Company acknowledges that it (and its subcontractors) may have access to the Client’s trade secrets and confidential and proprietary information (“Confidential Information”), including, without limitation: (i) business and financial information, (ii) business methods and practices, (iii) technologies and technological strategies, (iv) marketing strategies, (v) vendors and independent contractors used by the Client, (vi) customers and prospects, and (vii) third party trade secrets and confidential and proprietary information disclosed during the course of the Services. Company acknowledges Confidential Information exists regardless of how it is transmitted, communicated, or received, and whether or not such Confidential Information was received before or after the date of this agreement. Except with the advance written permission of the Client, Company shall not, nor shall it permit any Company employee or subcontractor to, disclose Confidential Information to any other person or organization; nor use the Confidential Information for its own benefit or the benefit of any other person or organization. In the event of a permitted disclosure or use, Company shall ensure that, prior to such disclosure or use, the person or organization to whom such disclosure or use is allowed shall sign a written agreement containing the confidentiality restrictions substantially similar to those of this Section 4. Confidential Information does not include information that is (a) in the public domain, unless such information falls into public domain through Company’s unauthorized actions, (b) independently developed or obtained through no wrongful or unauthorized act of Company, or (c) in Company’s lawful possession prior to disclosure. Company shall immediately give notice to the Client of any unauthorized use or unauthorized disclosure of the Confidential Information. Company shall assist the Client in remedying any such unauthorized use or unauthorized disclosure of Confidential Information. Company shall not communicate any information to the Client in violation of the proprietary rights of any third party. Upon termination of this agreement, or at any time upon the written request of the Client, Company shall either return or destroy, as the Client directs, all Confidential Information, including copies, extracts, summaries, and compilations, in the possession of Company and shall certify in writing to the Client its compliance with this provision within ten days of receiving the request. Regardless, unless otherwise agreed in writing, Company shall not retain any such copies, extracts, summaries, or compilations of the Client’s Confidential Information in whole or in part. The obligations set forth in this Section 4 will survive the termination of this agreement.
5. Intellectual Property Rights. Client shall own all intellectual property rights incident to all processes, products, or inventions created by any candidate or subcontractor who was directed by Client to create or develop such process, product, or invention. Otherwise, each party will retain all right, title and interest in its respective Confidential Information and intellectual property. Client shall bear all costs associated with any patents, copyrights, or trademarks that Client chooses to obtain to protect Client’s intellectual property rights.

6. Direct Hires. Client may not directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of any former, current, or prospective employee of the  Company for any relationship during the term of this agreement and for a period of two years following termination of this agreement. If the Client hires one of Company’s Contractors as a full-time employee within two years after that subcontractor begins providing Services pursuant to this agreement with or without the use of Company’s platform, the Client shall pay Company a conversion fee of 30% of such employee’s salary for the first year. In no event shall the conversion fee be less than $25,000.  The Client shall be required to send Company a copy of such employee’s offer letter (or comparable employment documentation), and payment of the conversion fee is due within 10 days of the employee’s first day of employment with the Client.  For the avoidance of doubt, the obligations under this Section 6 shall survive termination of this agreement.

7. Duration and Termination.  Either party may terminate this agreement for any reason by providing thirty days advance written notice to the other party. In the event of such termination, the Client shall compensate Company for all Services performed up to the date of termination. Either party may terminate this agreement immediately, with or without notice, in the event that the other party defaults with respect to any of its duties or obligations under this agreement, and the party not in default may recover damages, losses, and expenses of any nature, including without limitation, attorneys’ fees (but not consequential damages), relating to such default.  

8. Severability. If any provision of this agreement or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect any other provisions or applications of this agreement that can be given effect without the invalid provision or application, and to this end the provisions of this agreement are severable.

9. Governing Law. This agreement is governed by and will be interpreted in accordance with the laws of the State of Delaware, notwithstanding any conflicts of law principles.

10. Warranty. Company does not warrant in any form the results or achievements of the Services provided or the resulting work product and deliverables. Company warrants only that the Services will be performed by qualified personnel in a professional manner in accordance with the generally accepted industry standards and practices. 

THE WARRANTY SET FORTH IN THIS SECTION 10 IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. COMPANY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT. COMPANY WILL NOT BE LIABLE FOR ANY SERVICES OR WORK PRODUCT OR DELIVERABLES PROVIDED BY SUBCONTRACTORS OR THIRD PARTY VENDORS IDENTIFIED OR REFERRED TO THE CLIENT BY COMPANY DURING THE TERM OF THIS AGREEMENT. THE CLIENT’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS RE-PERFORMANCE OF THE SERVICES, OR IF RE-PERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF AMOUNTS PAID UNDER THIS AGREEMENT FOR SUCH NON-CONFORMING SERVICES.

11. Limitation of Liability. EXCEPT FOR THE PARTIES’ CONFIDENTIALITY OBLIGATIONS UNDER SECTION 4, FEE OBLIGATIONS UNDER SECTION 6, AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. SUBJECT TO THE CLIENT’S OBLIGATION TO PAY THE FEES TO COMPANY, EACH PARTY’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CLIENT TO COMPANY UNDER THIS AGREEMENT IN THE 6-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. NO ACTION WILL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

THE CLIENT ACKNOWLEDGES AND AGREES THAT COMPANY'S ROLE IS SOLELY TO ARRANGE FOR THE PROVISION OF SERVICES BY SUBCONTRACTORS OR THIRD-PARTY VENDORS, AND THAT COMPANY HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY FOR THE ACTIONS OR OMISSIONS OF SUCH SUBCONTRACTORS OR THIRD-PARTY VENDORS.

12. Indemnification. Except to the extent prohibited by applicable law, each party shall indemnify the other party and its stockholders, members, employees, agents, contractors, and representatives, successors, and assigns from and against any and all loss, damages, liabilities, costs, expenses (including reasonable attorneys’ fees), claims, and judgments which arise out of or result from the gross negligence, willful misconduct or violation of applicable law of the indemnifying party. 

13. Entire Agreement. This agreement constitutes the entire and fully integrated agreement of the parties with respect to the subject matter, and supersedes all other contemporaneous or prior agreements, covenants, promises and conditions, oral or written, between the parties with respect to such subject matter. No party has relied upon any other promise, representation, or warranty, other than those contained in this agreement, in executing this agreement.
    

WHEREAS, Client and Company have caused this agreement to be executed by duly authorized representatives and the effective date of this agreement shall be the date of the last checkbox clicked hereto.

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