2.1 Technology Marketplace

The Company operates a technology marketplace that enables Businesses to post Engagements and connect with Job Seekers. The Company provides tools for matching, communication, scheduling coordination, timekeeping, and payment facilitation. The Company is not a staffing agency, temporary employment agency, professional employer organization, or employer of record.

2.2 No Employment Relationship

The Company does not employ Job Seekers. Job Seekers who accept Engagements through the Platform provide Services directly to Businesses as independent contractors. The Company is not a party to any employment, independent contractor, or services agreement between Business and Job Seeker, except as a payment facilitator as described in Section 8.

2.3 Business Control

You control the worksite where Services are performed, provide supervision and direction regarding Service requirements, and are responsible for premises safety and compliance with applicable laws. The Company does not supervise, direct, or control how Job Seekers perform Services.

2.4 No Joint Employment

It is the intent of the parties that the Company and Business are not joint employers of Job Seekers. The Company's provision of Platform tools and marketplace governance does not create joint employment, agency, or any employment relationship between the Company and Job Seekers.

2.5 No Guarantee of Availability

The Company does not guarantee that Job Seekers will be available to accept any Engagement or that any posted Engagement will be filled. Availability depends on Job Seeker discretion and market conditions.

3.1 Account Registration

To use the Platform, you must create a Business account with accurate and complete information about your organization, including legal name, address, and payment information. You agree to update this information promptly if it changes.

3.2 Authorized Users

You may designate Authorized Users to access the Platform on your behalf. You are responsible for all actions taken by Authorized Users, including Engagements posted, approvals, disputes, and communications.

3.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. Notify the Company immediately of any unauthorized access or security breach.

3.4 Authority to Bind

By creating an account or posting Engagements, you represent that you have the legal authority to bind the Business to these Terms and to authorize payment. If you are a property manager acting on behalf of a property owner, you represent that you have been duly authorized.

4.1 Independent Contractor Status

You acknowledge that Job Seekers who accept Engagements through the Platform are independent contractors, not employees of the Company. Each Job Seeker has agreed to the Job Seeker Terms of Service confirming their independent contractor status as to the Company.

4.2 Business Responsibility for Classification

You are solely responsible for determining the appropriate classification of Job Seekers who perform Services for your organization under applicable federal, state, and local law. The Company makes no representation regarding classification and your decision to engage Job Seekers through the Platform does not constitute legal advice.

4.3 Compliance Obligations

If you determine that Job Seekers should be classified as employees or that additional obligations apply, you are responsible for compliance, including tax withholding, benefits, and reporting. The Company is not responsible for any taxes, benefits, or other obligations arising from your engagement of Job Seekers.

5.1 Posting Engagements

Each Engagement posting must include accurate information about the Services required, location, timing, hourly rate, and any special requirements. The Engagement-Specific Terms, including the hourly rate and platform fee, are displayed at posting. Once a Job Seeker accepts through the Platform, the Engagement becomes binding on you.

5.2 Worksite Control and Supervision

The premises where Services are performed remain under your control. This includes providing site access (keys, fobs, codes), communicating service requirements and quality expectations, supervising as you deem appropriate, and making your own suitability determinations for each Engagement. The Company does not direct or supervise Job Seeker performance.

5.3 Safe Premises

Maintaining safe working conditions is your responsibility. Before Services begin, identify and disclose known hazards. Provide required safety equipment, ensure OSHA compliance where applicable, and maintain appropriate insurance coverage for your operations.

5.4 Lawful Engagement Requirements

Engagement requirements and instructions must comply with applicable laws. Do not request Services that are illegal, unsafe, or in violation of these Terms.

5.5 Labor Agreements; Union and Collective Bargaining Compliance

(a) Representations and Warranties. You represent and warrant that, for each Engagement location, you (and, if applicable, any property owner, property manager, or other client on whose behalf you post Engagements) have determined whether any collective bargaining agreement, labor agreement, or other agreement with a labor organization applies to services of the type requested through the Platform at that location, and that you will comply with all such agreements. You further represent that your use of the Platform for Engagements at any location subject to a collective bargaining agreement or labor agreement is not intended to, and will not: (i) displace bargaining unit employees or reduce the staffing levels, hours, or wages of building employees covered by such agreement; (ii) subcontract bargaining unit work in violation of any collective bargaining agreement or labor agreement; or (iii) otherwise interfere with, circumvent, or undermine union relationships, collective bargaining processes, or compliance obligations applicable at that location.

(b) Business Sole Responsibility. You covenant that all obligations relating to unions, collective bargaining agreements, labor agreements, labor organizations, required notices or consents, wage and fringe benefit contributions, staffing levels, duration limits for temporary relief coverage, and any related labor compliance requirements remain solely your responsibility (and not the Company's). Without limiting Section 2 (Platform Role; No Employment; Not a Staffing Agency), the Company is not responsible for managing union relationships, engaging in collective bargaining, responding to grievances or arbitrations, maintaining staffing ratios, or ensuring compliance with collective bargaining agreements or labor agreements on your behalf. The Company does not communicate with unions or labor organizations on your behalf regarding Engagements.

(c) Authorized User Authority. Consistent with Sections 3.2 (Authorized Users) and 3.4 (Authority to Bind), you must ensure that each Authorized User (including property managers or other individuals posting Engagements on behalf of the Business or a property owner) is duly authorized to make the representations in this Section 5.5 and to bind the Business (and any applicable property owner or client) to the obligations herein.

(d) Notification and Cooperation. You must promptly notify the Company in writing (as provided in Section 21.3 (Notices)) if any union grievance, unfair labor practice charge, arbitration demand, demand letter from a labor organization, or government inquiry arises relating to Engagements or your use of the Platform at any location. You will cooperate with the Company's reasonable requests for information regarding any such matter, including providing documentation reasonably necessary for the Company to assess its risk exposure. Your notification and cooperation obligations do not relieve you of sole responsibility for resolving such matters.

(e) Location-Based Restrictions. Without limiting Section 20.4, the Company may, in its sole discretion, restrict, suspend, or disable the posting of Engagements for a specific location or building if the Company reasonably believes that continued Engagements at that location pose legal, regulatory, or compliance risk, including labor, union, or collective bargaining agreement risk. Such action by the Company shall not give rise to any liability to you.

5.6 Non-Discrimination

Discrimination against Job Seekers based on race, color, religion, sex, national origin, age, disability, genetic information, veteran status, sexual orientation, gender identity, or other protected characteristics is prohibited.

5.7 No Reliance on Company Vetting

The Company may verify Job Seeker identity and facilitate background checks, but does not guarantee accuracy, suitability, or quality of Services. You are responsible for your own suitability determinations.

6.1 Platform Scheduling Tools

The Platform provides tools for posting Engagements with specific times, locations, and requirements. Job Seekers may view and accept available Engagements at their discretion. The Company does not assign Job Seekers to Engagements.

6.2 Timekeeping and Verification

The Platform provides check-in/check-out tools, which may include geolocation verification or other attendance tracking features. Time records generated through these tools constitute the presumptive record of hours worked unless you submit a dispute as described below.

6.3 Approval and Dispute Window

Upon completion of an Engagement, you will receive notice with the Job Seeker's recorded time. You must approve or dispute the record within forty-eight (48) hours (the "Approval Window"). If you do not submit a dispute within the Approval Window, the time record is deemed approved and payment will be processed.

6.4 Dispute Process

Disputes must be submitted through the Platform with a description and supporting documentation. The Company may review disputes and facilitate resolution but is not the arbiter of service quality disputes between you and Job Seekers. Repeated frivolous disputes may result in account restrictions.

6.5 Anti-Fraud

You will not manipulate timekeeping records, submit false disputes, or engage in conduct intended to avoid legitimate payment obligations. Such conduct constitutes a material breach.

7.1 Lock Time Mechanics

Engagements may be modified or canceled through the Platform up until Lock Time, defined as four hours before the scheduled start. Once Lock Time passes, the Engagement is treated as committed and cannot be modified or canceled without the consequences described below.

7.2 Cancellation Before Lock Time

No charges apply for cancellations made before Lock Time.

7.3 Cancellation After Lock Time

Canceling after Lock Time triggers the following allocation: the hourly component is refunded, but the platform fee (as disclosed in the Engagement-Specific Terms) remains payable and nonrefundable. This reflects administrative costs and marketplace commitments that are incurred regardless of whether the Engagement proceeds.

7.4 Job Seeker No-Show

If a Job Seeker fails to arrive for an accepted Engagement without prior cancellation, report the no-show through the Platform promptly. You will not be charged for Engagements where the Job Seeker did not appear and no Services were performed, subject to verification. Because charges occur at Lock Time, if your payment method has already been charged, the Company will issue a refund or credit for amounts not owed following verification; the Company may require supporting documentation and may process adjustments as a credit to future Engagements rather than a direct refund. For the avoidance of doubt, both the hourly component and the platform fee are refundable for verified no-shows. The Company may take action against Job Seekers with repeated no-shows under the Job Seeker Terms of Service.

7.5 Early Dismissal for Cause

If you dismiss a Job Seeker before the scheduled end of an Engagement for documented misconduct or performance failure, you may limit payment to actual time worked prior to dismissal. You must report the dismissal through the Platform within twenty-four (24) hours, including a brief description of the reason and any supporting documentation. The Company may review for-cause dismissals and reserves discretion to apply credits only where fraud or clear error is substantiated.

7.6 Early Dismissal Without Cause

If you dismiss a Job Seeker for reasons unrelated to misconduct or performance failure (including operational changes, overstaffing, or shift shortening), you are responsible for paying the full scheduled shift as reflected in the Engagement-Specific Terms. This obligation ensures Job Seekers who commit to locked Engagements receive the compensation they reasonably expected.

7.7 Credits and Adjustments

The Company may issue credits or adjustments to preserve marketplace integrity, but has no obligation to do so absent documented fraud or Platform error. Credits are non-transferable and expire twelve (12) months from issuance.

8.1 Fee Disclosure

All Fees are disclosed in the Engagement-Specific Terms at the time of posting. The total charge comprises two components: the hourly rate multiplied by scheduled hours (the "hourly component"), which is payable to the Job Seeker; and the per-shift platform fee, which is retained by the Company. Posting an Engagement constitutes agreement to pay both.

8.2 Payment Authorization

Posting an Engagement authorizes the Company and Payment Processor to charge your designated payment method for all amounts due. Maintain a valid payment method on file at all times.

8.3 Payment Timing

Charges are processed at Lock Time (approximately four hours before the scheduled start). Job Seeker payments are remitted in accordance with the Job Seeker Terms of Service.

8.4 Fee Modifications

Fee structures may be modified per Section 20.2, with at least thirty days' notice before any increase takes effect for new Engagements.

8.5 Payment Processor Terms

Payment processing is provided by the Payment Processor under its own terms. The Company is not responsible for Payment Processor delays or errors except to the extent directly caused by the Company's failure to transmit instructions.

8.6 Deposits and Pre-Funding

A pre-funded balance or deposit may be required to cover anticipated charges. Excess deposits are refunded upon account closure, less pending amounts.

8.7 Holds and Reserves

The Company may hold funds or require reserves where elevated chargeback rates, suspected fraud, pending disputes, or legal requirements warrant.

8.8 Chargebacks

Use the Platform's dispute process for payment concerns rather than initiating chargebacks through your bank or card issuer. If you nonetheless initiate a chargeback for a charge the Company determines was valid, reimbursement for the original amount, any chargeback fees imposed by the Payment Processor, and reasonable administrative costs will be due. Repeated or abusive chargebacks constitute a material breach.

8.9 Late Payment; Collection

Unpaid amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Collection remedies include account suspension, use of collection agencies, credit bureau reporting, and recovery of reasonable attorneys' fees.

8.10 Set-Off

Amounts owed under these Terms may be set off against credits, refunds, deposits, or other sums payable to you. This authorization survives termination.

9.1 Platform Screening

The Company conducts identity verification and background checks for Job Seekers through third-party providers. Job Seekers may be subject to periodic re-screening.

9.2 Business-Requested Screening

If you request additional screening requirements for Engagements, you represent that: (a) you have a lawful basis under the Fair Credit Reporting Act and applicable laws; (b) you will use screening information only for lawful purposes; and (c) you will comply with adverse action and disclosure requirements.

9.3 No Guarantee

The Company does not guarantee the accuracy or completeness of screening information. You are responsible for your own suitability determinations and may conduct additional verification as permitted by law.

10.1 Premises Safety

You are responsible for maintaining safe premises. Before each Engagement, you must disclose known hazards, provide required safety equipment, communicate emergency procedures, and ensure Job Seekers have access to necessary facilities.

10.2 Access Credentials

When Job Seekers require keys, access cards, fobs, or entry codes, you bear responsibility for their proper handling. Specifically: (a) issue credentials only as operationally necessary and log each issuance; (b) collect physical credentials at shift end or, for multi-day Engagements, at the conclusion of the final shift; (c) deactivate electronic credentials within 24 hours of an Engagement's completion or a Job Seeker's removal; and (d) report lost or unreturned credentials through the Platform immediately upon discovery. The Company is not liable for security incidents arising from credentials you issue or fail to recover.

10.3 Incident Reporting and Escalation

Report any accident, injury, property damage, theft, security breach, or significant incident occurring during an Engagement through the Platform's incident reporting function within 24 hours of occurrence. For emergencies requiring immediate response, contact local authorities first. You agree to cooperate with any investigation the Company initiates, including without limitation providing surveillance footage, witness statements, and access logs upon request.

10.4 Prohibited Items and Conduct

You must ensure that Engagement instructions do not require Job Seekers to possess weapons, use or be exposed to illegal drugs, or engage in unlawful activity.

10.5 Photography and Recording

You may establish rules regarding photography, video, or audio recording on your premises and must communicate such rules to Job Seekers. Any surveillance must comply with applicable law.

10.6 Tenant and Guest Interaction

If Services involve premises with tenants or guests, you are responsible for establishing and communicating interaction protocols to Job Seekers. You are responsible for complaints arising from tenant or guest interactions.

11.1 Job Seeker Access to Information

Job Seekers may access confidential information during Engagements, including tenant names, unit numbers, access codes, and business operations. Limit access to the minimum necessary and communicate confidentiality expectations directly to Job Seekers.

11.2 Company Confidentiality

The Company will treat your account information and Engagement details as confidential, except: (a) as necessary to operate the Platform; (b) to Job Seekers in connection with Engagements; (c) as required by law; (d) with your consent; or (e) in anonymized form.

12.1 License to Content

By submitting Content to the Platform, you grant the Company a worldwide, non-exclusive, royalty-free, perpetual license to use, reproduce, modify, display, and distribute such Content for operating and improving the Platform.

12.2 Business Name and Logo

You grant the Company permission to display your business name, logo, and general description on the Platform to facilitate Job Seeker discovery of Engagements.

12.3 Ratings of Job Seekers

You may rate and review Job Seekers through the Platform. Ratings must be honest, accurate, and based on actual experience. False, defamatory, or discriminatory reviews are prohibited and the Company may remove them. At this time, the Platform does not enable Job Seekers to post public ratings or reviews of Businesses.

14.1 Data Misuse.

Using Job Seeker contact information for purposes unrelated to Engagements, or disclosing such information to third parties without consent, is prohibited.

14.2 Discrimination and Harassment.

Discriminatory or harassing conduct directed at Job Seekers, whether based on protected characteristics or in retaliation for exercising legal rights, will not be tolerated.

14.3 Unsafe Conditions.

Knowingly exposing Job Seekers to hazardous conditions without proper disclosure and protective measures, or issuing instructions that would require unsafe work, constitutes a material breach.

14.4 Payment Fraud.

Submitting false disputes, manipulating time records, or initiating chargebacks for charges you know to be valid are each grounds for immediate suspension.

14.5 Technical Interference.

Attempting to access, disrupt, or circumvent Platform security, including scraping, reverse engineering, or unauthorized data extraction, is strictly prohibited.

14.6 Fee Evasion.

Arranging off-platform shift coverage with Job Seekers you first encountered through the Platform, where intended to evade platform fees, violates Section 15.2.

15.1 Full-Time Conversion Permitted

The Company encourages Businesses to hire Job Seekers for full-time or part-time employment. If you offer direct employment to a Job Seeker you met through the Platform, you may do so without any placement fee, conversion fee, or penalty from the Company.

15.2 Off-Platform Shift Coverage Restriction

You will not engage Job Seekers you first encountered through the Platform to provide temporary or shift-based services off the Platform if doing so is intended to avoid platform fees. This restriction does not apply to: (a) direct employment arrangements (full-time or part-time positions); or (b) relationships documented to exist before you first connected through the Platform.

15.3 Remedy for Violation

If you breach Section 15.2, the Company may recover the platform fees that would have applied to the off-platform shifts, plus reasonable enforcement costs. The parties agree this represents a reasonable estimate of actual avoided fees, not speculative damages.

17.1 Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF THESE TERMS OR THE PLATFORM, REGARDLESS OF THEORY OF LIABILITY.

17.2 Liability Cap

THE COMPANY'S TOTAL LIABILITY ARISING OUT OF THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) FIVE HUNDRED DOLLARS ($500).

17.3 Essential Basis

You acknowledge that these limitations allocate risk and form an essential basis of the bargain.

17.4 Jurisdictional Limitations

Some jurisdictions do not allow exclusion of certain damages. In such jurisdictions, liability will be limited to the maximum extent permitted.

18.1 Indemnification Obligations

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and affiliates ("Indemnified Parties") from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) to the extent arising out of:

• • Conditions at your premises, including unsafe conditions, hazards, and injuries occurring on your property
• • Your instructions, supervision, or direction of Job Seekers
• • Claims regarding classification of Job Seekers as your employees, to the extent attributable to your actions, control, or treatment of Job Seekers
• • Any claims, grievances, arbitrations, unfair labor practice charges, union demands, collective bargaining agreement disputes, or related proceedings arising from your use of the Platform at any location, including allegations of displacement of bargaining unit employees, unlawful subcontracting, or failure to provide notices, consents, or contributions required by any collective bargaining agreement or labor agreement
• • Your violation of these Terms or applicable law
• • Abusive chargebacks or fraudulent disputes
• • Claims by tenants, guests, or third parties arising from Engagements at your premises

18.2 Indemnification Procedures

The Company will provide prompt written notice of any claim for which indemnification is sought (provided that failure to give timely notice will not relieve your obligations except to the extent you are materially prejudiced). You will have the right to assume defense with counsel reasonably acceptable to the Company. The Company may participate in the defense at its own expense. You will not settle any claim without the Company's prior written consent if the settlement imposes any obligation or liability on the Company.

18.3 Carveout

Your indemnification obligations do not apply to the extent a claim arises from the Company's gross negligence or willful misconduct.

19.1 Informal Resolution

Before initiating any formal proceeding, you agree to contact the Company at inquiries@reliefpro.com and attempt informal resolution for at least thirty (30) days.

19.2 Binding Arbitration

If informal resolution fails, any dispute arising out of these Terms or the Platform will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules. The arbitration will be conducted in New York, New York, before a single arbitrator. The arbitrator's decision will be final and binding.

19.3 Federal Arbitration Act

This Section 19 is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.).

19.4 Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

19.5 Arbitrator Authority; Severability

The arbitrator may award only relief available in an individual action. If the class action waiver in Section 19.4 is found unenforceable as to a particular claim, that claim will be severed and may proceed in court while remaining claims continue in arbitration.

19.6 Fees and Costs

Payment of arbitration fees will be governed by JAMS rules. Each party bears its own attorneys' fees unless the arbitrator determines a party's claims or defenses were frivolous.

19.7 Opt-Out Right

You may opt out of arbitration by sending written notice to ReliefPro, Inc., 228 PARK AVE S NUM 711618, NEW YORK, NY 10003, inquiries@reliefpro.com within thirty (30) days of first accepting these Terms.

19.8 Small Claims Exception

Either party may bring an individual action in small claims court for disputes within that court's jurisdictional limits.

19.9 Injunctive Relief

Nothing in this Section prevents either party from seeking injunctive relief in court to prevent irreparable harm, including claims related to intellectual property, confidentiality, or Platform security.

20.1 Term

These Terms are effective when you first accept them and continue until terminated.

20.2 Modifications

The Company may modify these Terms by posting revised Terms on the Platform. Material changes will be announced with at least thirty (30) days' notice. Your continued use after the effective date constitutes acceptance.

20.3 Termination by Business

You may stop using the Platform at any time. Account closure does not relieve you of payment obligations for Engagements already completed or accepted.

20.4 Suspension and Termination by Company

The Company may suspend or terminate your Platform access for reasons including: (a) violation of these Terms; (b) fraudulent or illegal conduct; (c) nonpayment; (d) safety incidents; (e) complaints from Job Seekers; (f) suspected or alleged violation of any collective bargaining agreement, labor agreement, or union obligation by you or in connection with your use of the Platform at any location; (g) receipt of a complaint, demand, grievance, or other communication from a union or labor organization relating to your Engagements; (h) the Company's reasonable determination that continued Engagements at one or more locations create labor, union, or collective bargaining agreement compliance risk; or (i) other legal or compliance reasons. The foregoing does not create any duty for the Company to investigate or adjudicate labor matters; such actions are within the Company's sole discretion.

20.5 Effect of Termination

Upon termination: (a) your Platform access ceases; (b) you remain liable for amounts owed; (c) surviving provisions include Sections 4, 8.8-8.10, 11, 15.3, 16-19, and 21.

21.1 Governing Law

These Terms are governed by the laws of the State of New York, without regard to conflict of law principles. For claims not subject to arbitration, the state and federal courts in New York County, New York have exclusive jurisdiction.

21.2 Assignment

You may not assign these Terms without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of assets.

21.3 Notices

The Company may provide notices via email or through the Platform. You must provide notices to the Company at ReliefPro, Inc., 228 PARK AVE S NUM 711618, NEW YORK, NY 10003 or through designated Platform channels.

21.4 Electronic Contracting

You consent to receive communications electronically. Electronic acceptance of these Terms constitutes a binding agreement.

21.5 Entire Agreement

These Terms, together with Engagement-Specific Terms, constitute the entire agreement between you and the Company regarding the Platform.

21.6 Severability

If any provision is held invalid, it will be modified to the minimum extent necessary or severed, and remaining provisions continue in effect.

21.7 Waiver

No failure or delay by the Company in exercising any right constitutes a waiver.

21.8 Contact

Questions about these Terms: ReliefPro, Inc., 228 PARK AVE S NUM 711618, NEW YORK, NY 10003, inquiries@reliefpro.com.