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 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.

5.6 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 recorded time within the designated window. If you do not respond within the window, the time will be automatically approved.

7.1 Pre-Lock Cancellation

You may cancel an Engagement at any time before the Lock Time without penalty. The platform fee will be refunded if the Engagement is canceled before Lock Time.

7.2 Post-Lock Cancellation

If you cancel an Engagement after Lock Time, the hourly component will be refunded but the platform fee will not be refunded. This reflects the costs incurred by the Company and Job Seekers in preparing for the Engagement.

7.3 Modification Restrictions

After Lock Time, Engagements cannot be modified. If changes are needed, you must cancel the existing Engagement (subject to Section 7.2) and post a new Engagement.

8.1 Payment Obligations

You agree to pay all Fees as disclosed in the Engagement-Specific Terms. Fees include the hourly rate for Services and the platform fee. All payments are processed through the Payment Processor.

8.2 Payment Authorization

By posting an Engagement, you authorize the Company to charge your payment method on file for all Fees associated with accepted Engagements.

8.3 Payment Timing

Payments are processed after Engagement completion and your approval of time records, or automatically if you do not dispute within the designated window.

8.4 Disputed Payments

If you dispute a payment, you must submit your dispute through the Platform within the designated window. The Company will review disputes in good faith and make a determination based on available information.

8.5 Failed Payments

If a payment fails, the Company may suspend your account until payment is resolved. You remain responsible for all Fees incurred.

8.6 Refunds

Refunds are provided only as specified in these Terms or as required by law. Platform fees are generally non-refundable except for pre-Lock Time cancellations.

8.7 Taxes

You are responsible for all taxes applicable to your use of the Platform and engagement of Job Seekers, except for taxes on the Company's income.

8.8 Payment Processor Terms

Your use of the Payment Processor is subject to the Payment Processor's terms and conditions. The Company is not responsible for Payment Processor actions or failures.

8.9 Currency

All Fees are denominated in U.S. dollars unless otherwise specified.

8.10 Survival

Your payment obligations survive termination of these Terms.

9.1 Platform Ownership

The Platform, including all software, designs, text, graphics, and other content, is owned by the Company or its licensors and is protected by intellectual property laws.

9.2 License to Use

The Company grants you a limited, non-exclusive, non-transferable license to access and use the Platform solely for the purpose of posting Engagements and connecting with Job Seekers.

9.3 Your Content

You retain ownership of Content you submit through the Platform. By submitting Content, you grant the Company a worldwide, royalty-free license to use, display, and distribute your Content in connection with operating the Platform.

10.1 Compliance with Standards

You agree to comply with all Platform Standards, including requirements for accurate Engagement postings, respectful communication, and lawful conduct.

10.2 Prohibited Conduct

You agree not to: (a) post false or misleading information; (b) engage in discriminatory practices; (c) circumvent Platform fees; (d) interfere with Platform operations; (e) violate any applicable laws; or (f) engage in any conduct that harms the Platform or other users.

10.3 Enforcement

The Company may suspend or terminate your account for violations of Platform Standards. The Company, in its sole discretion, reserves the right to determine the appropriate response based on severity, pattern, and impact on marketplace integrity.

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
• • 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; or (f) legal or compliance reasons.

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.