Flex Client Terms of Service

INDEED FLEX CLIENT TERMS OF SERVICE

Last updated September 27, 2022

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”) preside over Client’s use of the staffing services offered by Flex via the Indeed Flex Platform, Flex’s website, web applications (Indeed Flex is accessible via the following URL https://indeedflex.com and the Indeed Flex+ is accessible via the following URL https://portal.indeedflex.com/ ) and mobile applications (including the Indeed Flex App) . 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 Flex Client Terms carefully and in conjunction with any other agreement which may be in place between Flex and Client, such as the Indeed Flex+ Terms and Conditions (accessible via the following URL https://indeedflex.com/indeed-flex-plus-terms-and-conditions/ ), the Indeed Flex Client User License (“User License”) (accessible via the following URL https://indeedflex.com/indeed-flex-client-user-license/ ), and the Indeed Flex Privacy Policy (accessible via the following URL https://hrtechprivacy.com/brands/indeedflex). Client’s use of the Service constitutes Client’s 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 Flex Client Terms 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, Client 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:

“Agency” refers to a third-party staffing agency who is able to receive and respond to Client requests for supplement staff that are made through the Indeed Flex+ Platform; 

“Agency Worker” refers to a worker who is Introduced (as defined below) by a third-party staffing agency (each an “Agency”) to provide services to Client in accordance with an Assignment that has been allocated to the Agency by Client.  Agency Workers are employed directly by the Agency and are not employees of Indeed Flex.  For the avoidance of doubt, Client is not required to utilize Agency Workers and is under no obligation to allocate Assignments to Agencies;

“Conversion Fee” means the fee owed to Flex if Client hires a Flexer. The amount is set forth in Section 9 (previously known as the “Introduction Fee”); 

“Introduce” means a third-party staffing agency’s provision of information on the Indeed Flex+ Platform, which identifies the Agency Worker to Client and shall include the Agency Worker’s name, e-mail and telephone number. Agency Workers are Introduced upon Client’s request on the Indeed Flex+ Platform; 

“Mark-Up” means the percentage charged to Client on top of the Flexer’s pay rate. The Mark-Up percentage includes all labor costs and Flex service charges. Unless otherwise agreed, the Mark-Up will be visible to Client on the Indeed Flex Platform;

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

1.3 All capitalized terms herein shall have the meanings assigned to them in the User License. 

2. Client’s Payment Obligations

Clients agree to pay Flex for all Engagements as set forth herein.   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.  Where applicable, Flex shall charge Sales Tax to Client at the prevailing rate.  Clients are 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. Unless otherwise agreed in writing (email is sufficient), Clients agree that all timesheets for the preceding week must be approved by Client by 11.59PM CST on the following Tuesday. Where Client fails to approve a timesheet on time, such timesheet shall be deemed to have been approved by Client and Client shall be liable to pay for all of the time recorded on such timesheet.

(b) Each week Flex shall provide Client with an invoice setting out the details of all the Shift(s) completed by Flexers engaged by 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) or two (2) times the normal billing rate (as required by applicable law).   Flexers are not obligated to work past the contracted times agreed under the terms of an Engagement. Client agrees to pay for all expenses reasonably incurred by the Flexer as a result of working overtime (including without limitation food and travel expenses).  Any expenses will be clearly set out on any invoices submitted to Client after the Engagement/Shift has been completed.

(d) Unless otherwise agreed, 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 1% above the then current U.S. Federal Funds Rate.

(e) Flex may, with or without notice, suspend Client’s ability to post Engagements / Shifts if Client is more than thirty (30) days late in paying any undisputed invoice.

(f)  California Only – If work is being performed in California, Client will agree to comply with California and local wage and hour laws, rules, and regulations, including but not limited to, all requirements relating to overtime pay, and meal and rest periods. Client is responsible for ensuring that Flexers take all required meal periods, rest breaks, and/or other mandated breaks in a timely manner, where required to do so by law, regulation, ordinance or statute, while on assignment to Client. If the Flexer is not given the opportunity to take a meal period(s), rest break(s), or other legally mandated break in a timely manner (as required by law), Client agrees the Flexer will be paid according to California law and all hours due to the Flexer, including any statutory penalties for missed meal or rest breaks, will be paid and invoiced to Client.

3. Terms of Engagements

3.1 When posting an Assignment (or at any time following a request from Flex for the same), Client will provide Flex with details of:  (a) the date on which Client requires the Flexer to commence work and the duration, or likely duration, of that work;  (b) the position which 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; and (d) the preferred or required skills the Flexer must possess in order to work the Engagement.  Client agrees and acknowledges that Flexers are not required to provide a personal photo and Client shall not ask Flexers to provide a personal photo as a condition of Assignment. 

3.2 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.

3.3 Client shall seek Flex’s prior written approval for any changes 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. Client acknowledges and agrees that Shifts canceled with less than twenty-four (24) hours notice are subject to a cancellation fee equal to four (4) hours, which shall be calculated in accordance with the hourly rate agreed under the terms of the Engagement.  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 [email protected]

3.4 Client acknowledges and agrees that Shifts must be a minimum of four (4) hours. Shifts shorter than four (4) hours will be billed at four times the bill rate.

3.5 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. Client further agrees that it shall maintain industry level security in protecting its data. Client acknowledges that in all cases, 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.

3.6 Client shall supervise Flexers and / or Agency Workers (if applicable) providing Flexer 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) except as permitted herein, 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.

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

3.9 Additional Terms for Light-Industrial Engagements 

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 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 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 procedures and controls, including maintaining safety and OSHA standards 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 if 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, and Client fails to make such workplace safe, Flex reserves the right to end the Engagement(s).

3.10 Additional Terms for Flexers Working Offsite

Notwithstanding anything to the contrary in Section 3.6(v), Client may request Flexers work  from a location other than Client’s place of business (“Remote Engagement” or / “Offsite Engagement”), provided Client agrees to the terms contained in this Section 3.10.  By requesting or allowing a Flexer or Agency Worker to work remotely, Client agrees to the terms set forth in this Section 3.10. 

Client agrees that Remote  Engagements are performed subject to the following terms:

(a)    Client acknowledges and agrees that the job being performed by the Flexer will not involve access to, receipt of, or use of any protected or sensitive data, including but not limited to personally identifiable information (“PII”) or protected health information (“PHI”);  (b)  Client acknowledges and agrees that Flex has no control over the logical or physical performance, reliability or security of the computers systems or related devices, equipment, software and email accounts (collectively, “Computer Systems”) used by the Flexer; (c) Client agrees to implement and enforce protocols to ensure the Flexer’s use of any Computer Systems satisfies Client’s safety and security standards; (d) Client takes full responsibility for verifying and ensuring that the Computer Systems used by Flexers meet Client’s security standards, including, but not limited to, requirements imposed under The Gramm–Leach–Bliley Act (GLBA) and The Health Insurance Portability and Accountability Act (HIPAA), and such security standards on the Computer Systems are maintained throughout the assignment.

(b) In the event Client permits Flexers to use Computer Systems owned or leased by the Flexer,  Client agrees to take full responsibility for verifying and ensuring (i) that the Computer Systems used by the Flexer meet Client’s privacy and security standards, including, but not limited to, the physical, administrative and technical safeguards required for compliance with applicable data privacy laws, and (ii) that such standards on the Computer Systems are maintained throughout the Assignment.   Client also agrees to defend, indemnify and hold harmless Flex (including, but not limited to, its employees, officers and directors) with respect to any claim, demand or liability that may arise from the Flexer’s use of the Computer Systems.

(c) If Client provides any equipment, including Computer Systems, to Flexers, Client shall hold Flex harmless for damage to and/or the loss of such equipment, including Computer Systems.

(d)    CLIENT agrees that it is responsible for the following during Remote Work Engagements:  (i) Designating the work location(s) and providing Flex with advance written notification of such work location(s), which may be subject to Flex’s approval;  (ii) Properly reviewing Flexer’s work; (iii) Safeguarding Client’s business operations, products, services, and intellectual property; (iv) Closely monitoring Flexers’ reported hours worked and work performed, and ensuring that Flexers do not engage in any unreported or “off the clock” work, which shall be strictly forbidden;  (v) Reviewing Flexers’ reported work time for accuracy and completeness and promptly reporting to Flex any disputed hours worked. Client’s approval of the work time submitted for Flexers certifies that the documented hours are correct and authorizes Flex to bill Client for those hours. If a portion of any invoice is disputed, Client will pay the undisputed portion; and (vi) Immediately reporting to Flex any known or observed hazards, or any injuries or illnesses suffered by Flexers during a Remote Work Engagement.

 

Client agrees that Flex shall not be liable for any loss, damage, expense, harm, business interruption or inconvenience resulting from the Remote Work Arrangement or Flexer use of Computer Systems or client provided equipment. Client agrees to defend, indemnify, and hold harmless Flex (including its employees, officers and directors) with respect to any claim, demand or liability, including reasonable attorneys’ fees, that may arise from (i) the Flexer’s use of Client or Flexer owned Computer Systems or (ii) the Remote Work Engagement.

3.11 Additional Terms for the Hospitality / Service Industry 

At Client’s request and subject to the terms set forth in this Section 3.11, Assignments may include or involve food and / or beverage preparation or service, hostessing, general housekeeping duties or retail positions (“Hospitality Engagements”).  By requesting or allowing a Flexer to engage in a Hospitality Engagement, Client agrees to the terms set forth in this Section 3.11. 

Client agrees that Hospitality Engagements are performed subject to the following terms:

(a) Prior to the commencement of the Hospitality Engagement, Client shall provide each Flexer with on-site health and safety training that is appropriate for the specific Assignment, as may be required by law or otherwise.  Additionally, Client will obtain a signed statement from the Flexer confirming the following: (i) completion of Client-provided training to operate any appliances or equipment that will be used during the Assignment; (ii) the Flexer has been given a written copy of Client’s safety policies; and (iii) the Flexer has been evaluated and deemed acceptable by a representative of Client.  The signed statement will be provided to Flex, upon request.

(b) Client will provide adequate and appropriate training that is specifically tailored to the specific job requirements of the Flexer assigned to the Client’s location.  

(c) Client acknowledges and agrees that Flexers are only authorized to operate equipment or appliances specifically contemplated by the Assignment for which they are placed with Client and will only do so with appropriate instruction and under appropriate supervision by Client.

(d) 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), damage to appliances or equipment, property damage, fire, theft, or public liability arising from, sustained, or incurred as the result of a Flexer operating equipment and/or appliances of any kind.

(e) Notwithstanding anything to the contrary in Section 3.6, Client may allow Flexers working Hospitality Engagements to handle cash or credit cards, provided Client maintains the usual, customary, and appropriate internal procedures and controls for handling cash or credit cards.  Flex shall not be responsible for any losses, liabilities, or claims arising from the lack of such controls or procedures. 

(f) 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 or regulatory agency, as they relate to conditions and/or changes in the workplace that are intended to provide a safer environment for Flexers or the general public.  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.   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.

(g) 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.  If, at any time, Flex determines Client’s premises do not provide a safe workplace for Flexers and Client fails to make such workplace safe, Flex reserves the right to end the Hospitality Engagement(s).

(h) ​​Client acknowledges and agrees that Flexers are paid an hourly rate, as determined and set by Client on the Service; additional compensation is not required. In the event Flexers receive additional compensation from Client or Client’s customers in the form of tips, tip-pooling or any other form of gratuity, Client acknowledges and agrees to the following: (i) Client will pay any earned tips / gratuities directly to the Flexer, in cash, prior to end of his or her Shift; (ii) Client will obtain a signed statement from each Flexer confirming the total amount received in cash for that Shift.  The signed statement will be provided to Flex, upon request; and (iii) Client will report to Flex the total amount of cash tips paid to each Flexer within twenty-four (24) hours of the end of the Shift. Clients shall email the reports to [email protected]  All reports must contain the following information:

• Flexer First and Last Name
• Total amount of tips / gratuities paid to the Flexer in cash 
• Shift date 
• Venue Name
• Client Zip Code 

(i) In addition to the insurance requirements set forth in Section 8, for Hospitality Engagements that involve  serving alcohol, Client shall furnish and keep in full force and effect, at all times during the term of these Flex Client Terms, at its own expense, Liquor Liability insurance with the minimum limits of not less than $1,000,000 each occurrence and $2,000,000 in the aggregate per policy year; and Excess/Umbrella Liability insurance with a minimum limit of $5,000,000 each occurrence and in the aggregate on a follow form basis of the underlying Liquor Liability insurance policy.  Upon Flex’s request, Client will provide an Acord Certificate of Insurance to Flex, which provides evidence of the required insurance coverage set forth above and include Indeed Flex, Inc. as an additional insured as relates to Liquor Liability insurance policy. Such insurance shall be primary and noncontributory to any insurance maintained by Flex. A Waiver of Subrogation shall be granted in favor of Flex as relates to Client’s Liquor Liability insurance policy.

Client agrees that Flex shall not be liable for any loss, damage, expense, harm, business interruption or inconvenience resulting from the Hospitality Engagement. Client agrees to defend, indemnify, and hold harmless Flex (including its employees, officers and directors) with respect to any claim, demand or liability that may arise from Client’s breach of any terms contained in this Section 3.11. 

4. Flexers

4.1 As part of its Service, Flex will perform the background checks set forth in Attachment B, solely to the extent permitted by applicable law.

4.2 Flex guarantees Client’s satisfaction with its Flexers by extending to Client an eight (8) hour  guarantee.  If, for any reason, Client is dissatisfied with the Flexer  assigned, Flex will not charge for the guarantee period.  Unless Client contacts Flex before the end of the guarantee period, Client agrees that the assigned Flexer is satisfactory for purposes of this guarantee.  

4.3 All Flexers begin with a 5-star rating. Ratings reflect the 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. Client represents and warrants that ratings will be given by Client to Flexers solely based on the Flexer’s job performance and in accordance with applicable law. 

5. LIMITATION OF LIABILITY 

5.1   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 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT or LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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.

6. Client Regulations, Conduct Regulations and Other Applicable Law

6.1 Client hereby warrants that it shall, at all times, comply with all relevant local, state and federal statutes, 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.

6.2 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.

7. Indemnity

7.1 Each party  hereby acknowledges and agrees to indemnify, defend and hold harmless 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 it 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 or, if applicable, Agency Workers.  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.  

7.3 The party seeking indemnification hereunder shall promptly notify the indemnifying party in writing of any claim, suit, action, or proceeding and cooperate with the indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of such claim, suit, action, or proceeding and shall employ counsel of its choice to handle and defend the same, at the indemnifying party’s sole cost and expense.  The indemnified party’s failure to perform any obligations under this Section 7.3 shall not relieve the indemnifying party of its obligations under this Section 7.3 except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure. The indemnified party may participate in and observe the proceedings at its own expense.

8. Insurance

At all times during the term of and in accordance with these Flex Client Terms,  Flex will maintain, at its own expense, the following insurance:

 

1. 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.  Flex will include Client as an additional insured under this policy.

 

1. 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 Flexer Services are being rendered. As it pertains to the Flexers provided by Flex, Client will be included as an alternate employer and extended a waiver of subrogation under this policy and employer’s liability policy below.

 

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

 

1. Errors and Omissions / Professional Liability Insurance: A limit of $1,000,000, covering the liability for financial loss due to error or omission. Flex will maintain such coverage or exercise an extended reporting period for at least three years after completion of the Flexer Services pursuant to these Flex Client Terms.

 

1. Excess/Umbrella Liability: A limit of $5,000,000 on a follow form basis of the underlying policy coverages for commercial general liability and employer’s liability. 

 

9. Introduction (Conversion) Fees

In the event Client wishes to hire a Flexer prior to such Flexer working four hundred and eighty (480) hours with Client, 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.  The conversion fee will be owed to Flex if the Flexer is hired by Client during the course of his or her assignment or within six (6) months  after the Flexer’s last Shift with Client.

10. 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 [email protected] before taking any action. 

11. Other Important Terms

11.1 In the event of conflict between these Flex Client Terms, the Indeed Flex+ Agreement (if applicable) and the Flex Privacy Policy, the following order of precedence shall apply: (i) the Flex Privacy Policy (ii) the Indeed Flex+ 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 authorize 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 Client’s use of the Service is governed by the Indeed Flex Client User License (the “User License”), accessible via URL https://indeedflex.com/indeed-flex-client-user-license/  , which is hereby incorporated by reference.  By accessing and using the Service, Client agrees to the User License.   Client’s use of the Indeed Flex+ Platform or the Indeed Flex+ App is governed by the Indeed Flex+ Terms and Conditions, accessible via URL https://indeedflex.com/indeed-flex-plus-terms-and-conditions/ , which is hereby incorporated by reference. These Flex Client Terms, together with the User License, the Indeed Flex Background Check Supplement (Attachment A), 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 Flex Client Terms 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 A. 

11.12 These Flex Client Terms may be terminated by either party upon ten (10) days’ written notice to the other party.  

11.13 Client agrees and acknowledges that these Flex Client Terms are for temporary staffing services only and that such services will be provided by Flexers.  Client agrees that it shall only use the Service to request Flexers.  If Client requests or engages temporary workers from a third-party staffing agency, such services will be governed by the Indeed Flex+ Terms and Conditions accessible via URL https://indeedflex.com/indeed-flex-plus-terms-and-conditions/ , which is hereby incorporated by reference.

12. Contacting Flex

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

Attachment A 

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.  

Client agrees that it may choose from any of the background screening options listed below.  If the background check package or additional screening option(s) require an additional fee, the pricing information will be available on the Service at the time of selection:

• Background Check (Basic): (1)  a Social Security Number Verification; (2) a National Sex Offender Registry search (up to 3 names); 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 misdemeanour convictions.  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 Registry search (up to 3 names);  (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.  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 in every county where the Flexer has resided within the U.S. in the last seven (7) years as indicated by the Flexer in his or her submission to the third-party vendor.
• Drug Test – 5 Panel 
• 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 and Equal Employment Opportunity Commission (EEOC) guidance.  Unless otherwise agreed in writing, background screening results will not be shared with Client.  Notwithstanding the foregoing, upon Client’s request, Flex will adjudicate the background screening results for each Flexer using Client’s adjudication criteria, provided it is submitted to Flex in writing (the “Adjudication Grid”).  The parties agree and acknowledge that Flex will use Client’s Adjudication Grid solely to the extent permitted by applicable law, including the Fair Credit Reporting Act and Equal Employment Opportunity Commission guidance. 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 or Flex’s third-party vendor. 

Flex reserves the right, from time to time, without notice, to change the background check packages listed in this Indeed Flex Background Check Supplement and made available on the 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.