I. Acceptance of Terms

1.1  FlexTal™ (“Assemble Technologies Inc”, “Assemble”, “Company”, or “we”), provides its Service (as defined below) to you through its web site located at www.flextal.com and affiliated platforms (the “Sites”), subject to this Terms of Service agreement (“TOS”).  By accepting this TOS or by accessing or using the Service or Sites, you acknowledge that you have read, understood, and agree to be bound by this TOS.  If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates.  If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service or Sites.

1.2  Company may change this TOS from time to time by providing thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice on the Sites.  You can review the most current version of this TOS at any time via www.flextal.com..  The revised terms and conditions will become effective thirty (30) days after we post or send you notice of such changes, and if you use the Service or Sites after that date, your use will constitute acceptance of the revised terms and conditions.  If any change to this TOS is not acceptable to you, your only remedy is to stop using the Service and Sites.

1.3  As part of the registration process, you will identify an administrative username and password for your account (“Account”).

II. Description of Service

The “Service(s)” provided include: (a) the Sites, (b) FlexTal™’s software-as-a-service platform for recruiting, vetting, matching, and hiring high-quality (“Matching Services” or “Talent Matching Services”) talent (“Talent” or “Contractor” or “Employee” or “Contract to hire” or ” Contract Staffing” or “Permanent Placement” or “Freelance Talent”, “Associate”, “Mid-Senior Level”, “Director”, or “Executive”), or a team of Talent (“Flash Team^TM”) comprised of a freelance project manager (“Project Manager”) and any number Talent, that work on assignments under contract (“Independent Contractor Agreements” or “Work Assignments”) related to a customer’s (“Customer”) job or project (“Job” or “Project”), (b) managing the invoicing and payments for the work completed by the Talent or Flash Team^TM, (c) all software (including the Software, as defined below), mobile applications, data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”), and (d) any new features added to or augmenting the Service. This Privacy Policy sets forth FlexTal™’s policy with respect to information including personally identifiable data (“Personal Data”) and other information that is collected from users of and visitors to the Sites and Services.

III. Additional Terms

The Service is designed to match and facilitate the working of talent with Customers of Company for the purposes of providing tecch-enabled staffing services or Jobs (i.e. working as Talent), for permanent, contract, or freelance talent services in the creation and delivery of end products.  Services will be subject to additional terms, including those outlined on the associated Estimate or Quote for the Job or Project that includes the scope, quote, payment terms and other Job or Project related information outlined on the Quote or Estimate.  A Customer will be required to approve the Estimate or Quote and may be required to make a deposit before Company will provide its Talent Matching Services, and/or a deposit before work on the Job or Project will begin.  Talent will be required to choose and then accept their Work Assignments (related to the Job or Project) by accepting Agreements before beginning their work.  These examples of additional terms shall hereinafter be referred to as the “Additional Terms.” If there is any conflict between this TOS and the Additional Terms, the Additional Terms shall control.

IV. Restrictions on Your Use of Company Proprietary Information

4.1  Confidentiality. All business, technical or financial information disclosed by Company via Company properties, including without limitation, the Sites or Matching Services, is the “Proprietary Information” of Company. Proprietary Information also includes, but is not limited to, the rates (“Billing Rates”, “Base Rates”, or “Charging Rates”) of any Talent in the Network. You will hold in confidence and not disclose to others any Proprietary Information. You will also not use Proprietary Information for any purposes other than evaluation of Company Talent and Talent Services as an existing or prospective client of Company. However, you will not be obligated under this Section 4.1 with respect to information that you can document is or becomes readily publicly available without restriction and through no fault of you (i.e., information that Company makes generally available to the public on the Site without requiring acceptance of this TOS or a similar obligation of confidentiality). You may make disclosures of Proprietary Information required by law or court order provided that you give Company advance written notice. When you have completed your use of the Sites or Matching Services, or if you have not used the Sites or Matching Services in 12 months, you will destroy all items and copies containing or embodying Proprietary Information.

4.2 Non-Solicitation. During all periods of your access to or use of the Sites or Matching Services and for twelve (12) months after each such access or use (collectively, all such periods are referred to as the “Non-Solicit Period”), you, the Customer, will not, directly or indirectly, encourage or solicit to hire, or otherwise hire or engage for performance of services (excluding services performed pursuant to an Estimate or Quote agreed to by both you and Company) any Talent whom you become aware of in connection with your interaction with Company. You also agree that you will not refer such Talent directly to parent, sibling, or other affiliated companies unless it is in connection with a Company Work Request.

During all periods of your access to or use of the Sites or Matching Services and for twelve (12) months after each such access or use (collectively, all such periods are referred to as the “Non-Solicit Period”), you, the Talent, will not, directly or indirectly, encourage or solicit Company Customers, their parent, sibling, or other affiliated companies for work, or otherwise be hired or engaged in the performance of services unless those services are part of a Company Work Assignment. The display of any branding or non-personal identification other than Company trademarks while conducting a Work Assignment or communicating with a Company Customer will be considered a violation of the TOS.

V. General Conditions / Access and Use of the Service

5.1  Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes.  All rights, title and interest in and to the Service and its components will remain with and belong exclusively to Company.  You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.  You shall comply with any codes of conduct, policies or other notices Company provides you or publishes in connection with the Service, and you shall promptly notify Company if you learn of a security breach related to the Service.

5.2  Any software that may be made available by Company in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws.  Subject to the terms and conditions of this TOS, Company hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license of the Software solely in connection with the Service, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software.  You agree not to access the Service by any means other than through the interface that is provided by Company for use in accessing the Service.  Any rights not expressly granted herein are reserved and no license or right to use any trademark of Company or any third party is granted to you in connection with the Service.

5.3  You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”).  You agree to cooperate with and provide reasonable assistance to Company in promoting and advertising the Services.

5.4 Consent to Record Calls. Company may record video and/or phone calls for quality assurance and training purposes. By signing this agreement, you agree to the recording of video and/or phone calls. You may revoke consent to record a particular call by alerting the appropriate Company team member.

5.5  You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account.  Company reserves the right to access your account in order to respond to your requests for technical support.  By posting Your Content on or through the Service, you hereby do and shall grant Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content solely to provide or promote the Services.  Company has the right, but not the obligation, to monitor the Service, Content, or Your Content.  You further agree that Company may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.

5.6  You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Company’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service.  Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content.  Company will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.

5.7  You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”).  You shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Company’s published policies then in effect.  You shall also be responsible for maintaining the security of the Equipment, your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account or the Equipment with or without your knowledge or consent.

5.8  The failure of Company to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and Company, even though it is electronic and is not physically signed by you and Company, and it governs your use of the Service.

5.9  Subject to the terms hereof, Company may (but has no obligation to) provide technical support services, through email or other communication platforms in accordance with our standard practice.

V. Representations and Warranties

You represent and warrant to Company that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Company to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and Company’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.

VI. Termination

Company reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Service, Sites or the Content at any time and for any reason without prior notice or liability.  Company reserves the right to change, suspend, or discontinue all or any part of the Service or Sites at any time without prior notice or liability.  However, all accrued rights to payment and the terms of Section IV-XIV shall survive termination of this TOS.

VII. Disclaimer of Warranties

The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond our reasonable control.  However, the Service, including the Site and Content, and all server and network components are provided on an “as is” and “as available” basis without any warranties of any kind, and Company expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement.  You acknowledge that Company does not warrant that the Service will be uninterrupted, timely, secure, error-free or virus-free, nor does it make any warranty as to the results that may be obtained from use of the Services, and no information, advice or services obtained by you from Company or through the Service (e.g. from Talent) shall create any warranty not expressly stated in this TOS.

VIII. Limitation of Liability

8.1  However, the Service, including the Site and Content, and all server and network components are provided on an “as is” and “as available” basis without any warranties of any kind, and Company expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. you acknowledge that Company does not warrant that the Service will be uninterrupted, timely, secure, error-free or virus-free, nor does it make any warranty as to the results that may be obtained from use of the Services, and no information, advice or services obtained by you from Company or through the Service (e.g. from Talent) shall create any warranty not expressly stated in this TOS.

8.2  Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you.  In these states, Company’s liability will be limited to the greatest extent permitted by law.

IX. Indemnification

You shall defend, indemnify, and hold harmless Company from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service.  Company shall provide notice to you of any such claim, suit or demand.  Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section.  In such case, you agree to cooperate with any reasonable requests assisting Company’s defense of such matter.

X. Government Matters

You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.  As defined in FAR section 2.101, the software and documentation installed you or Company on your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this TOS and will be prohibited except to the extent expressly permitted by the terms of this TOS.

XI. Assignment

You may not assign this TOS without the prior written consent of Company, but Company may assign or transfer this TOS, in whole or in part, without restriction.

XII. Dispute Resolution and Jury Waiver

THIS TOS IS MADE UNDER, AND WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. In any action between or among any of the parties, whether arising out of this TOS or otherwise, each of the parties irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware; (b) WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY; and (c) consents to service of process by first class certified mail, return receipt requested, postage prepared, to the address at which such party is to receive notice in accordance with Section XIII.

In the case of a dispute, the parties agree to adhere to the following process:

1. Negotiation:The Parties shall make a good-faith effort to amicably settle by mutual agreement any dispute that may arise between them under this Contract.
2. Mediation/Arbitration:If good faith negotiation fails to resolve the dispute, either Party may initiate mediation or binding arbitration in a forum mutually agreed to by the Parties.
3. Litigation:If litigation is necessary, this Contract will be interpreted based on the laws of the State of Delaware, regardless of any conflict of law issues that may arise.  The Parties agree that the dispute will be resolved at a court of competent jurisdiction in the agreed upon State.
4. Attorney’s Fees:The prevailing party will be able to recover its attorney’s fees and other reasonable costs for a dispute resolved by binding arbitration or litigation.

XIII. Miscellaneous

If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable.  Both parties agree that this TOS and any Additional Terms as applicable, are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Company in any respect whatsoever.  In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

 1. DMCA

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law.  Company will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement.  A notification of claimed copyright infringement should be emailed to Company’s Copyright Agent at legal@flextal.com (subject line: “DMCA” Takedown Request”). You may also contact us by mail or facsimile at:

Attention: Legal, FlexTal™, 342 Market Avenue SW #2, Grand Rapids, MI 49503.

 Notice:  To be effective, the notification must be in writing and contain the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• a description of the copyrighted work or other intellectual property that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the Site, with enough detail that we may find it on the Site;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner‘s behalf.

Counter-Notice:  If you believe that the relevant Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such Content, you may send a written counter-notice containing the following information to the Copyright Agent:

• your physical or electronic signature;
• identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
• your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court located within the Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Company will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days.  Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Company’s sole discretion.

Repeat Infringer Policy:  In accordance with the DMCA and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances and at Company’s sole discretion, users of the Service who are deemed to be repeat infringers.  Company may also at its sole discretion limit access to the Site and/or terminate accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.