Welcome to Indeed Flex (“Flex”)! We are a temporary staffing company which connects businesses that are looking to engage temporary staff on an ad-hoc basis to meet their particular requirements, such as covering events, (each such business being the “Client”) with individuals who are looking for ad-hoc opportunities to provide their services.

These Indeed Flex Client Terms of Service (“Flex Client Terms”) form a part of, and are incorporated into, the Indeed Terms of Service (the “Agreement”), and apply to any Client who accesses or uses Flex, or who otherwise indicates its acceptance of these Flex terms. These Flex Client Terms preside over the use by Clients of the services offered by Flex via Flex’s website, web application (accessible via the following URL https://indeedflex.com) and mobile applications. Such services, website and mobile applications are hereinafter together referred to as the “Service”. The Service is operated by Indeed Flex, Inc. 6433 Champion Grandview Way, Austin, Texas 78750.

Please read these Terms of Service carefully and in conjunction with any other agreement which may be in place between Flex and the Client, such as a Flex Force Software Agreement or Flex Service Level Agreement (if applicable), and the Indeed Flex Privacy Policy. Your use of the Service constitutes your acceptance of and agreement to all of the terms and conditions defined herein.

Flex reserves the right, from time to time, without notice, to change these Terms of Service at its sole discretion, and the latest version will appear on the Service with the date that it was last updated. By using the Service after any changes have been posted, you agree to the new terms.

  1. Definitions and Interpretation

 

1.1 The following definitions and rules of interpretation shall apply in these Flex Client Terms:

 

“Account” means the Flex account you open when you register to become a Client and use Flex’s Service;

 

“Assignment” means a description of the requested services that is posted by a Client on the Service which includes without limitation the pay rates, times and locations for the performance of those services;

 

“Engagement” means a Client’s engagement of a Flexer via the Service to provide Flexer Services in respect of any Assignment; an Engagement may be comprised of a single Shift (as defined herein) or multiple Shifts;

 

“Flexer” means an individual employed by Indeed Flex, Inc. to perform Flexer Services as defined in these Flex Client Terms;

 

“Flexer Services” means the activities to be performed by Flexers during the course of any Engagement; 

 

“Group Company” means in relation to a company (or similar entity) any holding companies or subsidiary companies of that company (or similar entity) (together with any holding companies or subsidiary companies of such subsidiary);

 

“Introduction Fee” means the fee owed to Flex if Client hires a Flexer. The amount is set forth in Section 14;

 

“Service” means the staff augmentation product offered by Flex via Flex’s website, web application (accessible via the following URL https://indeedflex.com) and mobile applications. Such services, website and mobile applications are hereinafter together referred to as the Service. The Service is operated by Indeed Flex, Inc. 6433 Champion Grandview Way, Austin, Texas 78750.  Additional terms for the Service are set forth in Attachment A, attached hereto and incorporated herein by reference. 

 

“Service Fee” means the Mark-Up % referenced on the Service, which is charged by Flex to the Client. Unless requested otherwise by Client, the Mark-Up % will be visible when Shift(s) are posted on the Service;

 

“Shift” means one or more recurring periods in which a Flexer provides services during a single Engagement;

 

“User” means anyone (including but not limited to a Flexer or a Client) that registers for an Account.

 

1.2 In these Terms of Service headings (including any sections and subsections) are for convenience only and do not affect interpretation.

 

 

  1. Client’s Payment Obligations

 

2.1 Clients agree to pay to Flex:

 

(a) the total amount payable in respect of any Engagement;

 

(b) the Service Fees for using the Service in accordance with the Client’s Service Level Agreement or the Indeed Flex+ Terms and Conditions (as applicable) with Flex; and

 

2.2 Where applicable, Flex shall charge Sales Tax to the Client at the prevailing rate.

 

2.3 Clients are weekly invoiced weekly and agree to the following:

 

(a) Clients acknowledge that Flexers’ timesheets are calculated automatically from the time a Flexer logs on to the Service to attend their Shift and until such time as he/she logs off having completed his/her Shift. Clients agree that all timesheets for the preceding week must be approved by the Client by 11.59PM CST on the following Tuesday. Where the Client fails to approve a timesheet on time, such timesheet shall be deemed to have been approved by the Client and the Client shall be liable to pay for all of the time recorded on such timesheet.

 

(b) Each week Flex shall provide the Client with an invoice setting out the details of all the Shift(s) completed by Flexers engaged by the Client for the preceding week (for the avoidance of doubt, this means all Shift(s)completed between 00:00 on Monday until 23:59 on Sunday during the same week).

 

(c) Legally required overtime (federal law requires in excess of 40 hours a week, state law varies) will be billed at one and one half (1½) times the normal billing rate.  If state law requires double time pay, the double time hours will be billed at two (2) times the normal billing rate.  All additional expenses (such as food and travel) shall be clearly set out on any invoices submitted to the Client and invoiced to the Client after the Engagement/Shift has been completed.

 

(d) Unless otherwise agreed, the Client shall pay all invoices by bank transfer within 14 (fourteen) days of the date of an undisputed invoice in the currency in which the invoice is rendered. Any amounts not paid when due shall bear interest until paid at the monthly rate of 4% above the then current U.S. Federal Funds Rate.

 

(e) Flex may, with or without notice, suspend or terminate the Client’s access to the Service if the Client is more than fourteen (14) days late in paying any undisputed invoice.

 

 

  1. Terms of Engagements

 

3.1 In respect of each Engagement, Flexers shall be engaged by Flex in an at-will employment relationship. Flexers perform Client’s specific work according to Client’s direction for the duration of each Engagement. Flex and its affiliates are not responsible for the actions, omissions, negligence or misconduct of Flexers or Clients.

 

3.2 When posting an Assignment (or at any time following a request from Flex for the same), the Client will provide Flex with details of:

 

(a) the date on which the Client requires the Flexer to commence work and the duration, or likely duration, of that work;

 

(b) the position which the Client is seeking to fill, including the type of work the Flexer would be required to do, the location at which, and the hours during which, the Flexer would be required to work.

 

(c) the hourly rate at which the Flexer will be paid;

 

(d) the experience, training, qualifications and any authorization which the Client considers necessary, or which are required by law, or any professional body, for the Flexer to possess in order to work the Engagement;

 

(e) any expenses payable by or to the Flexer; and

 

(f) any information reasonably required by Flex in order for Flex to fulfil its obligations under the state or federal laws.

 

3.3 The Client agrees that the hourly rate at which each Flexer is paid for any Engagement shall be no less than the minimum wage rate under applicable laws as amended from time to time.

 

3.4 At the time when a Flexer applies for an Assignment, the Client shall have access to the following information:

 

(a) the identity of the Flexer;

 

(b) the Flexer’s experience, training, qualifications and authorizations which are necessary for the Engagement;

 

(c)  confirmation that the Flexer is willing to carry out the Assignment.

 

3.5 The Client shall in respect of any Engagement provide each Flexer with appropriate on-site health and safety training, as may be required by law or otherwise. This includes but is not limited to providing a workplace free from serious recognized hazards and complying with all standards, rules and regulations issued under the U.S. Occupational Safety and Health Act or by the U.S. Occupational Safety and Health Administration.

 

3.6 The Client shall not, during the course of any Engagement, direct a Flexer to work other than in accordance with the terms of the relevant Assignment (as posted by the Client on the Service).

 

3.7 The Client acknowledges and agrees that a Flexer may cancel an Engagement at any time without any prior notice and without any liability on the part of Flex.

 

3.8 The Client shall seek Flex’s prior written approval for any changes (which are not cancellations) to the terms of any of its Assignments and Flex may, in its sole discretion, approve or reject such request. Any request for changes to an Assignment must be submitted to Flex for approval no later than 24 hours prior to the commencement of the relevant Shift. 

 

3.9 Cancellation of an Engagement by the Client within 24 hours or less before the commencement of an Engagement is subject to a charge equal to the sum of two (2) hours of Flexer’s time (for cleaner role), four (4) hours of Flexer’s time (for non-chef, non-cleaner roles) or six (6) hours of Flexer’s time (for chef-based roles) each calculated in accordance with the hourly rate agreed under the terms of the Engagement.

 

3.10 Client requests to change or cancel an Engagement must be submitted to Flex’s customer service via the Service. Alternatively, requests may also be submitted via email at customersuccess@indeedflex.com.

 

3.11 The Client acknowledges that a Flexer may refuse to work past the contracted times agreed under the terms of an Engagement. Where the Flexer agrees to work overtime, such overtime shall be payable as set forth in Section 2.3(c). The Client shall be liable to pay for all expenses reasonably incurred by the Flexer as a result of working overtime (including without limitation food and travel expenses).  

 

3.12 All additional expenses (such as food and travel) shall be clearly set out on any invoices submitted to the Client and invoiced to the Client.

 

3.13 Flex assumes responsibility for the payment of remuneration to Flexers and the deduction and payment of all tax related to all income taxes and all payroll taxes, as required by law.

 

3.14 The Client acknowledges that where the Flexer will be engaged for a Shift of less than two (2) hours (for cleaner role), four (4) hours (for non-chef based roles) or six (6) hours (for all other roles), the Client shall be charged as if such Shift was for two (2) hours (for cleaner role), four (4) hours (for non-chef based roles) or six (6) hours (for chef-based roles) (each charged at the hourly rate as set out in the relevant Assignment).

 

3.15 Clients who choose not to be present to oversee the performance of the Shift(s) must appoint another person to act on their behalf (“Client’s Agent”), in which case the Client must notify Flex in writing of any such appointment. The Client also acknowledges that Flexers will take and follow instructions given by the Client’s Agent as if such instructions were given by the Client. The Client agrees that such instructions are valid and enforceable against the Client and the Client’s Agent and the Client shall assume all responsibility and liability for such instructions. 

 

3.16 The Client shall not cause or permit Flexers to handle or have access to cash or other valuables (including but not limited to any intangibles, such as confidential or personal data) during any Engagement / Assignment / Shift. The Client shall safeguard and control Client’s own premises, processes, and systems, and not entrust Flexers with unattended premises, cash, checks, keys, credit cards, merchandise, negotiable instruments, confidential or personal data, or other valuables. The Client further agrees that it shall maintain industry level security in protecting its data. The Client acknowledges that in all cases, the Client shall have sole responsibility for any loss suffered as a result of the Flexer’s handling of the aforementioned cash or other valuables in question.

 

3.17 Client shall supervise Flexers providing services to Client. Client shall not permit or require Flexers (i) to perform Flexer Services outside of the scope of his or her Assignment; (ii) to sign contracts or statements (including SEC documents); (iii) to make any management decisions; (iv) to make any final decisions regarding system design, software development or the acquisition of hardware or software; (v) to perform services remotely (e.g., on premises other than Client’s or Client’s customer’s premises); or to use computers or other electronic devices, software or network equipment owned or licensed by the Flexer; or (vi) to operate machinery (other than office machines) or automotive equipment.

 

3.18 The Client agrees that Flex may call or text Client to facilitate the performance of any of Client’s Engagements. Client further agrees that Indeed Flex may communicate with Client or initiate communication with Client on behalf of Flex or Flexers. Communication may be through Client’s Indeed Flex account or through other means such as email, telephone (including mobile phone), or postal mail, including through the use of contact information that you may provide to Indeed Flex. By providing Indeed Flex with a mobile phone number, Client expressly consents to receiving communication via such mobile number. When Client gives Indeed Flex a mobile number and consent to receiving communication, such communications may be revoked. To revoke consent at any time, Client must notify Client’s Indeed Flex representative by emailing customersuccess@indeedflex.com. Client may also revoke consent by terminating its agreement with Indeed Flex.

 

3.19 Client agrees to notify Flex in writing prior to any Flexer being assigned to perform any work under a Government Contract.

 

3.20 Additional Terms for Light-Industrial Positions 

 

Client will provide adequate and appropriate supervision and training, specifically tailored to the specific job requirements of the Flexer assigned to Client’s worksite, including all machinery, equipment, safety, and hazardous materials training.  Flexers are only authorized to operate equipment or machinery specifically contemplated by the Assignment for which they are placed with Client and will only do so with appropriate instruction and under appropriate supervision.  No other use of equipment and/or machinery will be permitted by Flex.

 

Flexers work under Client’s direct management and supervision and Flex has no control and assumes no responsibility for any bodily injury (excluding worker’s  compensation claims by an Agency employee), quality of product, product error, damage to machinery, employee work performance, property damage, fire, theft, collision, or public liability arising from, sustained, or incurred as the result of the Flexers operating owned or leased vehicles, and/or operating equipment and/or machinery of any kind.

 

Client is responsible for implementing and maintaining usual, customary, and appropriate internal accounting procedures and controls, internal controls, and other appropriate procedures and controls (including information technology, proprietary information, and trade secret safeguards) for Client and Flex shall not be responsible for any losses, liabilities, or claims arising from the lack of such controls or procedures.  In the event of a work-related injury by any Flexer, Client agrees to immediately notify Flex of such injury and Client shall refer the Flexer to an approved health care provider for any treatment and/or consultation.

 

Client will maintain Client’s premises and work areas in compliance with all applicable health and safety laws, regulations and ordinances.  Client will further comply, at Client’s expense, with the directives of any governmental agency, as they relate to conditions and/or changes in the workplace that are intended to provide a safer environment for Flexers.  This includes providing and/or ensuring the use of personal protective equipment and clothing as required by law or deemed necessary by Flex or Client’ s worker’s compensation administrator. Client certifies that its premises comply with all applicable government requirements regarding safe working conditions and that Flexers will be given any required safety training or information.

 

Flex shall have the right to inspect Client’s premises at any time to ensure that a safe workplace is being provided to Flexers.  In addition, if at any time Flex is notified the workplace conditions have changed, Flex reserves the right to re-inspect the premises to determine continued safety compliance and/or to require changes in the event that the premises do not continue to provide a safe workplace for Flexers.

 

If at any time, Flex determines Client’s premises do not provide a safe workplace for Flexers, Flex reserves the right to direct changes to the workplace.

 

3.21 Additional Terms for Positions involving Flexer Vehicle use

 

Flex’s rates for service do not include, nor can Flex accept responsibility for obtaining primary vehicular liability insurance to protect Client against accidents which might occur as a result of Flexers operating Client Vehicles (owned or non-owned) while on assignment with Client.  (“Vehicles” include trucks, cars, powered industrial trucks, forklifts, lawn mowers, and all other mobile equipment.)

 

By allowing Flexers to operate Client Vehicles, whether owned or non-owned, Client agrees to accept full responsibility for the equipment and the cargo as well as for any claims, other than direct claims for Workers’ Compensation, which might arise as a result of any accident taking place while Client’s equipment is in the care and custody of a Flexers pursuant to his/her assignment.

 

In compliance with OSHA regulations, Client agrees to provide Flexers with training prior to commencement of any assignments involving Flexer use of Client’s Vehicles and will, at all times during the assignment, supervise all Flexers operating a Vehicle. Additionally, Client will obtain a signed statement from the Flexer, (i) verifying the Flexer has been trained and observed by a representative of Client, (ii) verifying the Flexer has the skill needed to operate Vehicles, specifically forklifts, and (iii) confirming the Flexer understands all of the safety guidelines Client has established for the operation of Vehicles.  The signed statement will be provided to Flex, upon request. 

 

Flexers work under Client’s direct management and supervision and Flex has no control and assumes no responsibility for any bodily injury (excluding worker’s compensation claims by a Flexer), quality of product, product error, damage to machinery, Flexer work performance, property damage, fire, theft, collision, or public liability arising from, sustained, or incurred as the result of Flexers operating Vehicles (owned or non-owned) and/or operating equipment and/or machinery of any kind.

 

In the event of a work-related injury by any Flexer, Client agrees to immediately notify Flex of such injury and Client shall refer the Flexer to an approved health care provider for any treatment and/or consultation.

 

Client will maintain Client’s premises and work areas in compliance with all applicable health and safety laws, regulations and ordinances.  Client will further comply, at Client’s expense, with the directives of any governmental agency, as they relate to conditions and/or changes in the workplace that are intended to provide a safer environment for Flexers.  This includes providing and/or ensuring the use of personal protective equipment and clothing as required by law or deemed necessary by Flex or Client’s worker’s compensation administrator. Client certifies that its premises comply with all applicable government requirements regarding safe working conditions and that Flexers will be given any required safety training or information.

 

Flex, or a Flex representative, shall have the right to inspect Client premises at any time to ensure that a safe workplace is being provided to Flexers.  In addition, if at any time Flex is notified the workplace conditions have changed, Flex reserves the right to re-inspect the premises to determine continued safety compliance and/or to require changes in the event that the premises do not continue to provide a safe workplace for Flexers.

 

If at any time, Flex determines Client’s premises do not provide a safe workplace for Flexers, Flex reserves the right to direct changes to the workplace.

 

Client agree that Client’s insurance will be primary insurance in the event of any claim arising out of the operation of Vehicles as stated above and that your limits of liability are not less than $100,000/$300,000 Bodily Injury and $25,000 Property Damage with three million dollars in umbrella coverage over the underlying policies. 

 

 

  1. Flexers

 

4.1 As part of its Service, Flex will perform the background checks set forth in Attachment B.

 

4.2 It is the Client’s responsibility to supervise the Flexer(s) assigned to their Engagements and to ensure that the Flexer(s) provide the Flexer Services in accordance with the Client’s reasonable instructions and to the Client’s reasonable satisfaction.

 

4.3 Should any Flexer Services prove to be unsatisfactory, Flex may (at its sole discretion) reduce or cancel the amount charged for the time worked by that Flexer, provided that the Flexer leaves the Engagement immediately and in any case within:

 

(a) four (4) hours of the Flexer commencing his Engagement where the Engagement is for more than seven (7) hours; or

 

(b) two (2) hours of the Flexer commencing his Engagement where the Engagement is for seven (7) hours or less;

 

and provided that the Client notifies Flex in writing of the same within 48 hours of the Flexer leaving that Engagement. Unless Client contacts Flex before the end of the applicable time frame set forth above, Client agrees the Flexer assigned is satisfactory for purposes of this guarantee.  Flex makes no express or implied warranty, including, but not limited to any warranty of quality, performance, merchantability or fitness for any purpose with respect to any services performed or any goods provided.  

 

4.4 The Client acknowledges that the Flexer is not authorised or permitted by Flex to enter into any contract with the Client purporting to be made by or on behalf of Flex, or to make any statements or representations to the Client purporting to be made by or on behalf of Flex and/or receive loans or advances on wages from the Client.

 

4.5 All Flexers begin with a 5-star rating, which only applies until the Flexer completes their first Engagement and receives a rating from a Client. Ratings reflect the cumulative feedback provided by third-party Clients about a Flexer and are submitted after the Flexer completes an Engagement for the Client. Ratings do not include analysis, performance reviews, or employee feedback conducted by Flex. 

 

  1. DISCLAIMERS AND LIMITATION OF LIABILITY 

 

5.1  FLEX EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY REGARDING PERFORMANCE OF THE SERVICES OR LACK THEREOF, ENGAGEMENT OF FLEXERS VIA THE SERVICES OR AVAILABILITY OF THE SERVICE. FLEX EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES INCLUDING WITHOUT LIMITATION NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. FLEXERS PERFORM THE SERVICE UNDER THE DIRECTION OF THE CLIENT AND FLEX DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES PROVIDED BY THEM OR ANY INTERACTION BETWEEN THEM AND THE CLIENT. 

 

 

5.2  UNDER NO CIRCUMSTANCES WILL FLEX’S LIABILITY ARISING OUT OF OR RELATED TO THESE FLEX CLIENT TERMS EXCEED THE AGGREGATE FEES RECEIVED UNDER THESE FLEX CLIENT TERMS. FLEX IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST FEES OR PROFITS, ATTORNEYS’ FEES OR OTHERWISE) WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

 

5.3 EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER, TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO FLEX BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM.

 

5.4 For avoidance of doubt, Flexers engaged via the Service perform the Engagements under the direction of the Client. Flex provides matchmaking and platform services only and you agree that Flex has no responsibility for any other aspect of service delivery or interaction between Flexers and Clients.

 

  1. Agency Regulations, Conduct Regulations and Other Applicable Law

 

6.1 Clients hereby warrant that they do and shall, at all times, comply with all relevant local, state and federal statutes, laws, and regulations under applicable law.

 

6.2 Clients shall at all times comply with their obligations under all applicable law, and shall ensure that any subcontractor or other intermediary (including any Group Companies of the Client, any subcontractor, or other intermediary) shall at all times comply with their obligations under applicable law. This includes but is not limited to: the Equal Employment Opportunity Act (42 U.S.C. 2000e, et seq.), the Americans With Disabilities Act (42 U.S.C. 12101, et seq.), the Age Discrimination in Employment Act (29 U.S.C. 621, et seq.), Occupational Safety and Health Act, and the Fair Labor Standards Act.  In the event that any Flexer brings any complaint, claim, action, or proceeding regarding unlawful action, Client and Flex agree to cooperate fully and to provide assistance to the other Party in the prompt investigation and resolution of such complaint.  Further, if a Flexer needs or might need an accommodation, pursuant to the Americans with Disabilities Act (“ADA”), then Flex, Client, and the Flexer will engage in an informal, interactive process, and Client shall make available reasonable accommodations. Unless otherwise agreed upon in writing, Client shall be responsible for any costs associated with providing the reasonable accommodation.

 

6.3 If either Client or Flex receives an allegation that there has been a violation of local, state, or federal law or regulation in relation to the supply of a Flexer to the Client using the Service, the receiving Party shall provide a copy of that allegation to the other Party within seven days of receipt. The parties shall cooperate with each other in responding to that allegation, including by supplying any information which may be reasonably requested by the other and complying with any reasonable requests in relation to the contents of any response.

 

6.4 By accessing or using the Service, Client signifies Client’s assent to these Flex Client Terms and agrees to comply with all applicable laws and regulations, including U.S. or other export and re-export control laws and regulations, copyright laws and other laws regarding intellectual property (including but not limited to trademark, patent, and trade secret laws). Client represents, warrants and covenants that Client is not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo, sanctions, or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; (b) on any of the U.S. government lists of restricted end users; or (c) the subject of sanctions consistent with U.S. law imposed by the government of the country where Client is using Indeed. If (a), (b), or (c) applies to Client, Client may not use the Services, and Flex may terminate these Flex Client Terms and Client’s access to the Services without any further obligations to Client whatsoever. The materials on the Service are provided with “Restricted Rights.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgment of Indeed’s proprietary rights in them.

 

  1. Indemnity

 

7.1 Each Party  hereby acknowledges and agrees to indemnify and keep indemnified the other Party, each of other Party’s Group Companies and each of its and their officers, directors, agents and employees against any claim or demand, including legal fees and costs, made against us by any third-party (including a Flexer) due to or arising out of the indemnifying Party’s  negligence, omission or breach of these Flex Client Terms, or the indemnifying Party’s  failure to comply with any law or the rights of a third-party (including but not limited to a Flexer) in the course of using the Service.  

 

7.2 Notwithstanding anything to the contrary in these Flex Client Terms, Flex shall not be liable for, nor have any duty to indemnify, defend or hold harmless with respect to any acts or omissions of Client, including Client’s failure to supervise Flexers.  Flex can apply any funds owed to Client against any liabilities Client owes to Flex or loss suffered by Flex as a result of Client’s non-performance or breach of these Flex Client Terms.  

 

 

  1. Insurance

 

8.1 At all times during the term of these Flex Client Terms, both Parties  will maintain, at their own expense, the following insurance: 

 

(a) Commercial General Liability: A minimum of $1,000,000 per occurrence/$2,000,000 aggregate, including premises, products, completed operations liability and personal injury, contractual liability and broad form property damage liability coverage for bodily injury or property damage. 

 

(b) Workers’ Compensation: Statutory Limits or a minimum of $1,000,000 per occurrence, whichever is greater, including occupational illness or disease coverage, or other similar social insurance in accordance with the statutory laws of the exercising jurisdiction where services are being rendered. 

 

(c) Employer’s Liability: A minimum of $1,000,000 per occurrence.

 

  1. Introduction (Conversion) Fees

 

In the event Client wishes to hire any assigned Flexer within fourteen (14) weeks after the Flexer’s first day of assignment or within eight (8) weeks after the last day of assignment, (whichever ends later), Client will pay Flex a one-thousand-dollar ($1,000) conversion fee.  The conversion fee will be owed and invoiced upon Client’s hiring of the Flexer, and payment is due upon receipt of this invoice.

 

  1. Dispute between Flexers and Clients

 

You acknowledge and agree that in the event that a dispute arises between you and any Flexer in relation to any Assignment/Engagement/Shift you will Contact us on customersuccess@indeedflex.com before taking any action. 

 

  1. Other Important Terms

 

11.1 In the event of conflict between these Flex Client Terms, the Indeed Flex+ Agreement/Service Level Agreement (if applicable) and the Flex Privacy Policy, the following order of precedence shall apply: (i) the Flex Privacy Policy (ii) the Indeed Flex+/Service Level Agreement (if applicable); and (iii) these Flex Client Terms.

 

11.2 If any provision or part-provision of these Flex Client Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Flex Client Terms.

 

11.3 Nothing in these Flex Client Terms  is intended to, or shall be deemed to, establish any partnership or joint venture between Flex and Client, create an agency relationship between Flex and Client, or authorise either Flex or Client to make or enter into any commitments for or on behalf of the other.

 

11.4 This contract is between Client and Flex. Save for Flex’s Group Companies and the officers, directors, agents and employees of Flex and its Group Companies upon which rights are conferred by these terms (and who may enforce those rights directly against Client), no other person has any rights to enforce any of its terms.

 

11.5 Client may not assign, sub-licence or otherwise transfer Client’s rights or obligations under these Flex Client Terms to anyone else. Client agrees that Flex may assign or transfer any of Flex’s rights or obligations under these terms.

 

11.6 If Flex delays exercising or fails to exercise or enforce any right available to Flex under these Flex Client Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Flex Client Terms.

 

11.7 Flex may suspend, withdraw, discontinue or change all or any part of the Service without notice.

 

11.8 These Flex Client Terms, together with the Indeed Flex User License (Attachment A).  the Indeed Flex Background Check Supplement (Attachment B), and any documentation or terms referenced within, constitute the entirety of the agreement between Client and Flex.

 

11.9 Any notice or other communication given to a Party under or in connection with these Terms of Service shall be in writing and shall be (i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (ii) sent by email to the address specified in the Client’s Account, Service Level Agreement or Indeed Flex+ Agreement (as applicable). Notices will be deemed given 24 hours after the email is sent (if sent by email) or the third day after the date of mailing (if sent by post).

 

11.10 These Flex Client Terms and any dispute arising out of or in connection with or related to these Flex Client Terms  (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of these Flex Client Terms, by and under the laws of the State of Texas, United States of America, without giving effect to conflicts of law principles thereof. All Disputes are to be settled by binding arbitration in the state of Texas. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitrator may grant injunctions or other such necessary relief, and the decision of the arbitrator shall be final, conclusive and binding on the Parties. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. Flex’s rights and obligations under this arbitration provision shall inure to the benefit of any consumer reporting agency that provides information to Flex regarding a candidate or employee, regardless of whether the consumer reporting agency is named as a co-defendant or named individually in a claim that would otherwise be subject to this arbitration provision if brought against Flex.

 

11.11 To the extent permitted by applicable law and selected by Client in the Service, Flex will have a third-party vendor perform the background checks described in Attachment B. 

 

 

  1. Contacting Flex

 

12.1 Flex’s office is located at 6433 Champion Grandview Way, Austin, Texas 78750. 

 

 

 

 

 

 

 

 

 

 

Attachment A

 

Indeed Flex User License 

 

Welcome to Indeed Flex, Inc. (“Flex”)! We are a temporary staffing company which connects businesses that are looking to engage temporary staff on an ad-hoc basis to meet their particular requirements, such as covering events, (each such business being the “Client”) with individuals who are looking for ad-hoc opportunities to provide their services.

 

This Indeed Flex User License (“User License”) forms a part of, and is incorporated into, the Indeed Terms of Service (the “Agreement”), and applies to any Client who accesses or uses Flex, or who otherwise indicates its acceptance of this User License. This Flex User License presides over the use by Clients of the services offered by Flex via Flex’s website, web application (accessible via the following URL https://indeedflex.com) and mobile applications. Such services, website and mobile applications are hereinafter together referred to as the “Service”. The Service is operated by Indeed Flex, Inc. 6433 Champion Grandview Way, Austin, Texas 78750.

 

Please read this User License carefully and in conjunction with any other agreement which may be in place between Flex and the Client, such as the Indeed Flex+ Agreement or Flex Service Level Agreement (if applicable), and the Flex Privacy Policy. Your use of the Service constitutes your acceptance of and agreement to all of the terms and conditions defined herein.

 

Flex reserves the right, from time to time, without notice, to change this User License at its sole discretion, and the latest version will appear on the Service with the date that it was last updated. By using the Service after any changes have been posted, you agree to the new terms. 

 

  1. Definitions and Interpretation

 

1.1 The following definitions and rules of interpretation shall apply in this User License:

 

“Account” means the Flex account you open when you register to become a Client and use Flex’s Service;

 

“Assignment” means a description of the requested services that is posted by a Client on the Service which includes without limitation the pay rates, times and locations for the performance of those services;

 

“Engagement” means a Client’s engagement of a Flexer via the Service to provide Flexer Services in respect of any Assignment; an Engagement may be comprised of a single Shift (as defined herein) or multiple Shifts;

 

“Flexer” means an individual employed by Indeed Flex, Inc. to perform Flexer Services as defined in the User License;

 

“Flexer Services” means the activities to be performed by Flexers during the course of any Engagement; 

 

“Group Company” means in relation to a company (or similar entity) any holding companies or subsidiary companies of that company (or similar entity) (together with any holding companies or subsidiary companies of such subsidiary);

 

“Introduction Fee” means the fee owed to Flex if Client hires a Flexer. The amount is set forth in Section 14;

 

“Service” means the staff augmentation product offered by Flex via Flex’s website, web application (accessible via the following URL https://indeedflex.com) and mobile applications. Such services, website and mobile applications are hereinafter together referred to as the Service. The Service is operated by Indeed Flex, Inc. 6433 Champion Grandview Way, Austin, Texas 78750.

 

“Service Fee” means the Mark-Up % referenced on the Service, which is charged by Flex to the Client. The Mark-Up % will be visible to Client when Shift(s) are posted on the Service;

 

“Shift” means one or more recurring periods in which a Flexer provides services during a single Engagement;

 

“User” means anyone (including but not limited to a Flexer or a Client) that registers for an Account.

 

1.2 In these Terms of Service headings (including any sections and subsections) are for convenience only and do not affect interpretation.

 

  1. User Accounts

 

2.1 Clients are required to create an Account in order to use the Service. By joining, a Client confirms that it is legally capable of entering into binding contracts. Flex will provide you with login credentials and on-boarding information.

 

2.2 All User Accounts are associated with individuals. All Users are responsible for their Accounts, including making sure that all User details are correct and kept up-to-date and for ensuring that their password is secure. If a Client has any reason to believe that its Account is being used by anyone else, contact us immediately on customersuccess@indeedflex.com. If we believe that a Client’s Account has been compromised, we may suspend that account and will contact the Client to try and resolve the problem.

 

2.3 We may, at our sole discretion, refuse to register any person or entity as a User.

 

2.4 If you have any problems creating an account, logging into your Account or updating your details, please have a look at our FAQs or Contact Us on customersuccess@indeedflex.com.

 

  1. Content on our Service

 

3.1 We may change or remove content, functionality or parts of our Service at any time.

 

3.2 The legal rights (including the intellectual property rights) in our Service and any content on it is owned by us, or licensed to us by third parties. Our Service and content is protected by international copyright laws and database rights. Save for the limited right to use the ordinary functionality of the Service as granted under these Terms of Service, nothing on our Service grants you any licence or right to use, alter or remove such material. You may not use our trademarks, logos or other intellectual property without our prior written approval.

 

3.3 From time to time, our Service may include links to other websites, applications or web properties. These links are provided for your convenience to provide further information. We have no control over, or responsibility for, the content of the linked websites, applications or web properties. If you choose to use such third-party sites or services, you enter into an agreement with such third-party alone at your own risk. When entering into an agreement with such parties, you are giving them your data directly and your rights and their obligations are determined by their privacy policies and terms of service. We are not responsible for any content or services provided by these third parties, and disclaim all liability from anything that may occur when you utilize such third parties. We are additionally not responsible for any payment that may be asked of you by such third-party. 

 

3.4 We do not guarantee that the Service, or any content on it, will always be available or be uninterrupted. The quality of the Service may be affected by a number of factors including, for example, network connection and internal network, as well as any interference or maintenance work. If a disruption or disturbance occurs on the Service or a part of it or if the Service or a part of it is temporarily out of use or inoperative due to failure of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email delivery (including attachments), Account login, repair or maintenance work, updates or reasons beyond our control (force majeure), you accept that such interruptions, disturbances or disruptions do not constitute a defect or delay of or in the Service, and, to the extent permitted by law, we shall not be liable for any consequences of or damages resulting from such interruptions, disturbances or disruptions. We or a third-party shall seek to repair the problems or failures as soon as possible and to restore the Service to use as soon as possible under the circumstances. We have the right to update the software included in the Service from time to time.

 

3.5 Your access to our Service may also be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will endeavour to restore the Service as soon as we reasonably can.

 

3.6 We do not guarantee that the Service, or any content on it, will be free from errors or omissions.

 

  1. User License

 

4.1 We allow Clients to post descriptions of Assignments (which may include, for example, pictures, text, information and/or other types of content) (the “Content”). You understand and agree that Content may also include information you create, edit, or select from templates provided during your use of Services.

 

4.2 You hereby grant Flex and its affiliates an unrestricted, irrevocable, worldwide, non-exclusive, royalty-free, perpetual licence to use, reproduce, modify, adapt, create derivative works from, publish, transmit, communicate to the public, perform and display any of your Content in connection with the provision, operation, maintenance, development, marketing and improvement of the Service. You accept that this means that we are able to use and exploit the Content in any manner and by any means, method or technology (whether now known or hereafter created) for promoting part or all of the Service. This section does not affect your rights nor our obligations under the Flex Privacy Policy.

 

4.3 You irrevocably and unconditionally waive any and all moral rights in any Content.

 

4.4 You are solely responsible for your Content and the consequences of posting or publishing it. We do not endorse any Content or any opinion, recommendation, or advice expressed therein. You also acknowledge that we have no liability in connection with the Content and we cannot guarantee and will not be liable for any unauthorized copying, distribution or use of your Content.

 

4.5 By uploading and publishing your Content you warrant, represent and undertake that you are the creator and owner of the Content, have the right to grant us the rights contained in these Terms of Service and that you will comply with all your obligations regarding uploading content to our Service including without limitation those set out at clause 5.1, below. You warrant that the Content is accurate and complete in all material respects and you have (and will continue to have during your use of the Service) all necessary licences, rights consents and permissions which are required to enable us to use your Content as contemplated by these Terms of Service.

 

  1. Your use of our Service

 

5.1 You agree that you will not:

 

(a) impersonate any other person, conduct yourself in an offensive or abusive manner, or use the Service for any unlawful purposes;

 

(b) fail to deliver the payment for the Flexer Services rendered to you;

 

(c) advertise or offer to sell any goods or services for any commercial purpose through the Service which are not relevant to the services offered via the Service;

 

(d) use the Service to solicit for any other business or service, or contact Flexers for employment (or any other purpose) not related to use of the Service as envisaged by these Terms of Service;

 

(e) post the same Assignment repeatedly;

 

(f) use virtual private networks, false email addresses or any other means to mask your identity;

 

(g) attempt to access the accounts of other Users or upload, share or submit content containing any spyware, adware, viruses, corrupt files, worm programs or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information;

 

(h) disable or modify any copy protection technology used on the Service;

 

(i) abuse or manipulate the rating/review system on the Service;

 

(j) alter or modify, translate, adapt, merge, make derivative works of, decompile, disassemble, reverse compile, reverse engineer or otherwise attempt to derive the source code for any part of the Service or any of the Services;

 

(k) collect, harvest or ‘scrape’ any data from any web pages contained in the Service;

 

(l) upload, share or submit content that is or may be interpreted as obscene, indecent, pornographic, sexually explicit, libelous, maliciously false, inaccurate, misleading, depicting violence (in an explicit, graphic or gratuitous manner) offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or cause annoyance, inconvenience or needless anxiety to any person or be in breach of hate speech or discrimination legislation;

 

(m) upload, share or submit any content that infringes any proprietary rights of any third-party including any patent, copyright, moral right, database right, trade mark right, design right, trade secret rights in passing off, rights of privacy, publicity, confidence, or under data protection legislation or other intellectual property law;

 

(n) upload, share or submit any content that is false, deceptive, misleading, deceitful, false, inaccurate or akin to a ‘bait and switch’ offer;

 

(o) do or omit to do anything which would bring us, the Service, our suppliers or other Users into disrepute or in any way damage our or their reputation; or,

 

(p) interfere with another User’s use and enjoyment of the Service in any other manner that could damage, disable, over burden or impair the Service;

 

(q) send messages in violation of US CAN-SPAM Act or any other applicable anti-spam law.

 

5.2 We may suspend, restrict or terminate your Account and/or your access to the Service if we believe that you have breached these Terms of Service. This does not limit our right to take any other actions against you that we consider appropriate to protect our rights.

 

5.3 By accessing or using Indeed Flex, you signify your assent to this User License and agree to comply with all applicable laws and regulations, including U.S. or other export and re-export control laws and regulations, copyright laws and other laws regarding intellectual property. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo, sanctions, or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; (b) on any of the U.S. government lists of restricted end users; or (c) the subject of sanctions consistent with U.S. law imposed by the government of the country where you are using Indeed. If (a), (b), or (c) applies to you, you may not use the Indeed Flex Services, and Indeed Flex may terminate this User License and your access to the Site and Services without any further obligations to you whatsoever. The materials on the Service are provided with “Restricted Rights.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgment of Indeed’s proprietary rights in them.

 

 

 

 

Attachment B 

 

Indeed Flex Background Check Supplement

 

If Flexer screening is required, Client will select the background check package Client requires for each position and such screening will be performed on each Flexer prior to Engagement.  All communications regarding screening selections will take place on the Service.  Client agrees background checks completed in the last 12 months will be considered valid and Flexers with a valid background check will not be rescreened.   All background checks will be performed by Flex’s third-party vendor solely to the extent permitted by applicable law.  

 

Client represents and warrants that all background screening selections will be related to the position and job the Flexer will perform.  

 

 

Full Description of Available Background Screening Packages (pricing information will be available on the Service, if applicable for the package selected): 

 

  • Background Check (Basic): (1)  a Social Security Number Verification; (2) a National Sex Offender search; and (3) a seven (7) year criminal background investigation by having the third-party perform a search of its private database of U.S. national criminal records searching for all felony convictions and misdemeanor convictions for crimes of dishonesty.  Client understands and agrees that the third-party vendor’s database (i) is maintained by the third-party vendor and not a governmental entity, (ii) is an incomplete aggregation of criminal records and (iii) will not reveal or identify all criminal convictions.

 

  • Background Check (Basic + County): (1)  a Social Security Number Verification; (2) a National Sex Offender search; (3) a seven (7) year criminal background investigation by having the third-party perform a search of its private database of U.S. national criminal records searching for all felony convictions and misdemeanor convictions for crimes of dishonesty.  Client understands and agrees that the third-party vendor’s database (i) is maintained by the third-party vendor and not a governmental entity, (ii) is an incomplete aggregation of criminal records and (iii) will not reveal or identify all criminal convictions; and (4) a seven (7) year criminal background investigation for all state felony convictions and state misdemeanor convictions for crimes of dishonesty or violence in every county where the Flexer has resided or worked within the U.S. in the last seven (7) years as stated on his or her application.

 

  • Drug Test – 10 Panel 

 

 

Flex will not engage in any verification process other than the aforementioned screening packages.  Background check reports will be reviewed and adjudicated by Flex or Flex’s third-party vendor in accordance with applicable law.  Background screening results will not be shared with Client. Flex shall not be liable or responsible to the extent it has been provided with misleading, incorrect, inaccurate, false or fraudulent information by a Flexer. 

 

Client agrees that, if requested by Client, a Flexer may begin their assignments with Client prior to completion of the requested background checks Flex is conducting under this Agreement.  If Flex later determines the Flexer is ineligible for placement at Client based on the results of such completed checks and/or screenings, Flex will remove the Flexer from the assignment.  In such an event, Client agrees to pay for all hours worked by the Flexer at the agreed upon hourly bill rate.  Flex further agrees to hold Flex harmless of any liability with regard to any such Flexer as a result of this waiver.

 

 

 

 

 

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