Terms of Service

By accessing or using the Nexoforma website (nexoforma.com), creating an account, or engaging any of our remote staffing services, you agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

If you do not agree with any part of these Terms, you must not use our website or services. We recommend printing or saving a copy of these Terms for your records.

Nexoforma is a managed remote staffing company that provides dedicated, pre-vetted remote employees to businesses across the United States, United Kingdom, Canada, Australia, New Zealand, and the Middle East. Our services include:

• ▶Talent sourcing and vetting — We identify, screen, and qualify remote professionals across technology, marketing, operations, and administrative roles.
• ▶Dedicated employee deployment — Matched professionals are assigned exclusively to your business and work as an extension of your team.
• ▶Ongoing management and support — We handle HR, payroll, compliance, and performance management for deployed employees.
• ▶Replacement guarantee — If a deployed employee is not the right fit, we provide a replacement at no additional cost (see Section 7 for details).

Remote employees provided through Nexoforma remain employees or contractors of Nexoforma. They are not employees of the Client. Nexoforma retains all employment obligations, including compensation, benefits, and applicable labor law compliance.

To use our website and services, you must meet the following requirements:

Nexoforma reserves the right to refuse service, terminate accounts, or cancel engagements at our discretion if we determine that eligibility requirements are not met.

Certain features of our website and services require you to create an account. When you register an account with Nexoforma, you agree to the following:

• ▶Accurate information — You will provide truthful, accurate, and complete registration information and keep it up to date.
• ▶Account security — You are responsible for maintaining the confidentiality of your account credentials. You agree to notify us immediately of any unauthorized access or use of your account.
• ▶Account responsibility — You are responsible for all activities that occur under your account, whether or not you authorized them.
• ▶One account per entity — Each business entity should maintain a single client account. Multiple accounts for the same entity may be merged or terminated.

Nexoforma reserves the right to suspend or terminate accounts that violate these Terms, remain inactive for an extended period, or pose a security risk.

When using our website and services, you agree not to:

• ▶Use our services for any unlawful, fraudulent, or harmful purpose.
• ▶Attempt to directly hire, solicit, or recruit any Nexoforma remote employee outside of your service agreement (see non-solicitation provisions in your contract).
• ▶Misrepresent your identity, business, or authority when engaging our services.
• ▶Interfere with, disrupt, or attempt to gain unauthorized access to our systems, networks, or other clients' data.
• ▶Use automated tools (bots, scrapers, crawlers) to access our website beyond what is permitted by our robots.txt file.
• ▶Assign tasks to deployed remote employees that violate applicable laws or regulations in any jurisdiction.
• ▶Create a hostile, abusive, or unsafe working environment for deployed remote employees.

Violation of these acceptable use provisions may result in immediate suspension or termination of services without refund.

Nexoforma is committed to delivering high-quality remote staffing services. The following service level commitments apply to all active engagements:

These commitments represent Nexoforma's operational standards. Specific service level agreements (SLAs) with defined remedies may be included in your individual service agreement and will take precedence over the general commitments described here.

Intellectual property rights related to our services are allocated as follows:

To the maximum extent permitted by applicable law:

Some jurisdictions do not allow the exclusion or limitation of certain types of liability. In such jurisdictions, our liability is limited to the greatest extent permitted by applicable law. Nothing in these Terms excludes liability for fraud, gross negligence, or death or personal injury caused by negligence.

You agree to indemnify, defend, and hold harmless Nexoforma, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• ▶Your breach of these Terms or any applicable law or regulation.
• ▶Your misuse of the services or the work performed by deployed remote employees.
• ▶Any claim by a third party arising from the Client Work Product created during your engagement.
• ▶Your failure to provide a safe and lawful working environment or task assignments for remote employees.
• ▶Any inaccurate or misleading information provided by you during the engagement.

Nexoforma will promptly notify you of any claim subject to indemnification and will cooperate with your defense at your expense. Nexoforma reserves the right to participate in its own defense with counsel of its choosing.

Either party may terminate the service engagement as follows:

We believe most disputes can be resolved without formal legal proceedings. If a dispute arises, both parties agree to the following resolution process:

Class action waiver: Both parties agree that any dispute resolution proceedings will be conducted on an individual basis and not as a class, consolidated, or representative action.

Exceptions: Either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm, including but not limited to breaches of confidentiality or intellectual property infringement.

These Terms and any disputes arising from or related to them shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

For any proceedings not subject to arbitration, both parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware.

If you are located outside the United States, you acknowledge that your use of our services involves the transfer of data and the performance of services across international borders, and you consent to the application of the governing law specified herein.

Nexoforma reserves the right to modify, update, or replace these Terms at any time. When changes are made:

• ▶We will update the "Effective Date" at the top of this page.
• ▶For material changes, we will notify you by email at least 30 days before the changes take effect.
• ▶Continued use of our website or services after the effective date of changes constitutes acceptance of the updated Terms.
• ▶If you do not agree with the updated Terms, you must stop using our services and terminate your account before the changes take effect.

We encourage you to review these Terms periodically. The most current version will always be available at nexoforma.com/terms.html.

If any provision of these Terms is found to be unenforceable, invalid, or illegal by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, it shall be severed from these Terms.

The remaining provisions of these Terms shall continue in full force and effect. The invalidity of any single provision does not affect the validity of the remaining Terms.

These Terms, together with any individual service agreement, statement of work, and our Privacy Policy, constitute the entire agreement between you and Nexoforma regarding your use of our website and services.

These Terms supersede all prior or contemporaneous negotiations, discussions, agreements, and understandings, whether written or oral, relating to the subject matter herein. In the event of a conflict between these Terms and an individual service agreement, the individual service agreement shall prevail to the extent of the conflict.

No waiver of any provision of these Terms shall be effective unless made in writing and signed by an authorized representative of the waiving party. A waiver of any provision on one occasion does not constitute a waiver of that provision on any other occasion.