N3XUS TERMS & CONDITIONS OF SERVICE

These Terms of Service ("Terms") are a legally binding agreement between N3XUS LLC ("N3XUS"), a New Jersey limited liability company, and the client named in the corresponding Service Agreement ("Client"). These Terms, together with the Service Agreement and N3XUS’s Privacy Policy, constitute the full agreement ("Service Agreement") governing the use of N3XUS’s services. These Terms do not absent execution of a service Agreement, nor do they impose any obligation upon N3XUS to provide any service. (“Party”) means Company or client, as applicable, and (“Parties”) means to foregoing collectively. (“N3XUS Professional”) means the outsourced talent hired overseas by the Client.

1) SERVICES

The executed Service Agreement will define the services provided, including, but not limited to, remote paralegals, legal assistants, administrative assistants, marketing professionals, Outbound and Inbound Sales professionals, and tech support.

2) ACCEPTABLE AND RESTRICTED USE

a. The Client shall not utilize our Services to breach any laws or in any way breach a third party’s rights.
d. The Client must comply with their jurisdiction's applicable labor, data privacy, and human rights laws.
c. The client is prohibited from hiring or compensating N3XUS Professionals directly outside this Agreement.
d. The Client agrees to channel all fees payable to N3XUS Professionals pursuant to the Agreement as agreed upon herein. Any direct payment to an N3XUS Professional by the Client shall be a breach of the Service Agreement, and the Company may, at its discretion, terminate the Service Agreement upon confirmation of such breach.

3) LIMITED LICENSE

Subject to the terms and conditions of the Service Agreement, the Client hereby grants to N3XUS a limited, non-exclusive, non-transferable, and non-sublicensable right and license to use, copy, store, transmit, and process the Client information solely as necessary to provide the Services for the duration of the Service Agreement term.

4) FEES AND PAYMENT

a) Fee Types. Set-up and recurring monthly fees are outlined in the Service Agreement.
b) Recurring Fees. Recurring fee charges begin upon the earlier of: (i) start date (i.e., the date the N3XUS Professional commences work with the client) and (ii) the date the Client has confirmed upon signature of the Service Agreement.
c) Transaction Charges. The Client hereby agrees to pay the following fees for the applicable transactions: (i) ACH transactions are subject to a 1% convenience fee on the total payment amount, capped at $10.00; (ii) Credit card transactions are subject to a 3.5% convenience fee of the total transaction amount.
d) Refunds. Set-up fees are non-refundable. Any other refund entitlements shall be set out in the Service Agreement.
e) Discounts. Any discounts offered to the Client by N3XUS, as set out in the Service Agreement, shall only be effective once and will not be transferable.
f) Due Date. (i) All recurring fees shall be due and payable on the 15th of each month; (ii) In addition to the set-up fee, the Client hereby agrees to pay a prorated service fee from the Service Agreement Start date to the end of the same calendar month.
g) Off-Cycle Payment Fee. If a bonus is paid to the N3XUS Professional off-cycle (not in accordance with N3XUS Professional’s regular pay cycle), the Client shall pay any processing fee incurred, including but not limited to the credit card processing fee and international transfer processing fee.
h) Late Fees: If the Client fails to pay any fees owed to the N3XUS:
i)Within three (3) business days from the due date or after the expiration of any billing period, the Client shall incur a late fee in the amount of $250 until such time that the Client pays the full amount of its debt to the N3XUS;
ii) Within fifteen (15) days from the due date or after the expiration of any billing period, the Client shall incur a late fee of 10% of the outstanding amount until such time that the Client pays the full amount of its debt to N3XUS;
iii) Within thirty (30) days from the due date or after the expiration of any billing period, the Client’s account shall be suspended, and any N3XUS Professional assigned to the Client shall immediately be removed. If a signed ACH/Credit Card form is on file, N3XUS will charge all unpaid balances to the authorized accounts 30 days after the due date; and
iv) If the Client fails to pay any debt owed to N3XUS within sixty (60) days from the due date or after the expiration of any billing period, the Client’s account shall be canceled and reported to a third-party collection agency.
i) Rate Increases.
i) After every twelve (12) months of service with the Client, N3XUS is entitled to an annual increase to its Monthly Fee. Any increase is the sole financial responsibility of the Client. Most of the increased fee will be paid to the N3XUS Professional to encourage success and retention.
ii) Recurring fees are reviewed after every twelve (12) months of service. N3XUS may increase recurring fees annually up to the percentage increase for the twelve months of such previous calendar year of the CPI-W or, if publication of such index is terminated, any successor or substitute index (“Annual Fee Increase”). As used herein, “CPI-W” shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers published by the United States Bureau of Labor Statistics (BLS).
j) Payee Restricted to N3XUS. The Client hereby agrees to make all payments with respect to fees and N3XUS Professionals directly to N3XUS only pursuant to the Service Agreement. Any direct payment to an N3XUS Professional by the Client shall be a breach of the Service Agreement, and N3XUS may, at its discretion, terminate the Service Agreement upon confirmation of such a breach.

5) CONFIDENTIALITY

a) Ownership of Confidential Information. The Parties acknowledge that during the course of the Service Agreement, each Party will have access to certain of the other Party’s Confidential Information or Confidential Information of third parties that the disclosing Party is required to maintain as confidential. Both Parties agree that all items of Confidential Information are proprietary to the disclosing Party or such third party, as applicable, and shall remain the sole property of the disclosing Party or such third party.
b) Mutual Confidentiality Obligations. Each Party agrees: (i) to use the Confidential Information only for the purposes described herein; (ii) that such Party will hold in confidence and not disclose the Confidential Information from dissemination to any third party without the other’s consent, except as permitted by the Service Agreement; (iii) to restrict access to the Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access, provided such Party remains responsible for their compliance with this Section 5 and they are bound by confidentiality obligations no less protective than this Section 5; and (iv) to return or destroy all Confidential Information of the other Party in its possession that is not required to be retained by Law upon termination or expiration of the Agreement.
c) Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of Sections 6 (a) and (b) shall not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure;(v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party of the disclosure requirement if permitted by Law and reasonably cooperated with the other Party’s efforts to obtain a protective treatment of the information subject to the requirement.

6) INTELLECTUAL PROPERTY

a) The Client acknowledges that N3XUS and its licensors own all right, title, and interest, including all copyright, trade secret, trademark, moral rights, and other intellectual property rights in and to (i) the Services (including all components thereof), and (ii) any data and information related to Client's use of the Services that is aggregated and anonymized, including to compile statistical and performance information related to the provision and operation of the Services (“Resultant Data”).
b)The Client hereby grants N3XUS a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to any feedback, comments, ideas, and suggestions for improvement as provided by the Client and any of its Representatives (collectively, "Feedback"). To the extent that such Feedback relates in any way to N3XUS’s Confidential Information (as defined), such Feedback is exclusive to N3XUS and shall be N3XUS Confidential Information. N3XUS may, without any obligation, incorporate, use, commercialize, and distribute in any manner, including, without limitation, as part of the Services, such Feedback without any attribution, payment, or other obligation to the Client or its affiliates.
c) Use of Aggregate Information. Notwithstanding anything to the contrary, N3XUS shall have the right to collect and analyze the Client Data and other information relating to the provision, use and performance of various aspects of the Services (in whole or in part) and related systems and technologies, and N3XUS will be free (during and after the term hereof) to (i) use such data to improve and enhance the Services (in whole or in part) and for other development, diagnostic and corrective purposes in connection with the Services (in whole or in part), and (ii) utilize any such data in an aggregated or other de-identified form for any legal purpose in conformance with its Privacy Policy.

7) WARRANTIES & DISCLAIMERS

a) Representations and Warranties. Each Party represents and warrants that:
i) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction, and that it has full power and authority to enter into this Service Agreement and fulfill its obligations hereunder;
ii) It has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under these Terms, including in respect of its affiliates as contemplated hereunder;
iii) The execution of the Service Agreement by its representative, whose signature is set forth at the end of such documents, has been duly authorized by all necessary corporate or organizational action of such party; and
iv) When executed and delivered by both Parties, the foregoing documents under subsection (c) and these Terms will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
b) No Other Warranties.
i) Except as otherwise expressly warranted in the Service Agreement (including in any exhibits hereto), the services provided by N3XUS are provided “as is” and “with all faults,” and N3XUS expressly disclaims all other warranties of any kind or nature, whether express, implied or statutory, including, but not limited to, any warranties of merchantability, suitability, or fitness for a particular purpose. No warranty is made by N3XUS on the basis of trade usage, course of dealing, or course of trade.
ii) N3XUS does not warrant that the services and any N3XUS Professional shall produce any outcome other than availability, that any client requirements will be uninterrupted or error-free, or that all errors will be corrected.
iii) N3XUS acts as a staffing and outsourcing facilitator while also providing comprehensive HR services to support the ongoing work relationship between the Client and any N3XUS Professional placed through its services. We actively track task progress, monitor productivity and effectiveness, and provide continuous training and coaching to the N3XUS Professional to ensure optimal performance.
iv) Once the client assigns or employs an N3XUS professional, N3XUS remains engaged in managing HR-related matters, assisting with performance oversight, and facilitating communication to enhance the working relationship. While the Client maintains responsibility for integrating the N3XUS Professional into its operations, N3XUS provides the necessary support to ensure alignment with business objectives.
v) N3XUS does not assume responsibility for the Client’s internal business decisions or operational outcomes but remains committed to ensuring that the N3XUS Professional meets expectations. Additionally, N3XUS disclaims any liability for the actions, performance, or failure of any third-party vendors, systems, platforms, or software the Client uses, including any impact such third-party infrastructure may have on the services delivered by the N3XUS Professional. The Client acknowledges and agrees that any such third-party tools or services are the Client's sole responsibility.

8) INDEMNIFICATION.

a) Indemnification by Client. The Client agrees to indemnify, defend (at N3XUS’s option), and hold harmless N3XUS and its officers, directors, employees, agents, successors, and assigns (each, a “N3XUS Indemnitee”) from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) brought by any third party, employee, or client of the Client arising out of or related to: (i) any negligent or intentional act or omission by the Client; (ii) the Client’s failure to comply with applicable laws, regulations, or with its obligations under this Service Agreement; (iii) any act or omission by a N3XUS Professional that occurs as a result of the Client’s direction, instruction, or approval; or (iv) any claim that a N3XUS Professional caused harm or damage to a third party due to the Client’s oversight, authorization, or instruction. If a claim covered by the Client’s indemnification obligations arises, N3XUS agrees to: (i) promptly notify the Client in writing of the claim; (ii) allow the Client to control the defense and settlement of the claim; and (iii) provide reasonable cooperation and assistance, at the Client’s expense, in connection with the defense or settlement. However, the Client may not settle any claim involving a N3XUS Indemnitee unless the settlement fully and unconditionally releases the N3XUS Indemnitee from all liability related to the matter or unless N3XUS gives prior written approval. N3XUS reserves the right to participate in the defense, at its own cost, using legal counsel of its choice.
b) Indemnification by N3XUS. N3XUS agrees to indemnify, hold harmless, and, at the Client’s option, defend the Client, its affiliates, and their officers, directors, employees, agents, successors, and assigns (each, a “Client Indemnitee”) from any and all losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising from any third-party claim that: (i) the services provided directly by N3XUS infringe or misuse that third party’s intellectual property rights; (ii) N3XUS has violated any applicable laws; or (iii) N3XUS has committed gross negligence, fraud, or willful misconduct. The Client agrees to give N3XUS (i) prompt written notice of any such claim, (ii) the right to control the defense and settlement of the claim, and (iii) reasonable cooperation and assistance at N3XUS’s expense. N3XUS will not settle any claim involving a Client Indemnitee unless the settlement fully and unconditionally releases the Client Indemnitee from all liability or unless the Client gives prior written approval. The Client may participate in the defense at its own cost using counsel of its choice.

9) LIMITATION OF LIABILITY

Neither N3XUS nor the Client will be responsible for any indirect, special, or unexpected damages resulting from their business relationship. This includes lost profits, delays, data loss, or disruptions, even if one party knew the risk. The only exception is for each party’s obligation to indemnify the other. In any case, the maximum liability for claims related to this agreement will not exceed the total amount the Client has paid to N3XUS in the 36 months before the issue arose. This limitation applies no matter the cause, whether it’s a breach of contract, negligence, or any other reason.

10) TERM AND TERMINATION

a) Duration. These Terms shall apply as of the Effective Date of the Service Agreement and shall continue until the Service Agreement to which these Terms apply expires or is terminated.
b) Termination of Service Agreement by The Client. The Client and N3XUS agree that for the Client to terminate the Service Agreement for any reason or no reason, prior written notice must be provided thirty (30) days in advance, and the Client must not be in default under the terms of the Service Agreement. All payments due by the Client to N3XUS shall be paid in full when said notice is provided. Written notice must be emailed and submitted. The Client agrees and understands that during the thirty (30) day cancellation notice period, the N3XUS Professional that have/has been assigned to the Client will continue to work for the Client and that Client must continue to pay N3XUS for its retained services through the end of the thirty (30) day cancellation notice period.
c) Termination of N3XUS Professional. The Client may terminate the engagement of an N3XUS Professional at any time. We ask for at least twenty (20) business days to find the right replacement. In the event the Client engages multiple N3XUS Professionals, the Client may, at its discretion, terminate a N3XUS Professional at will, and the Service Agreement shall continue to apply to the Parties.
d) Termination by N3XUS. N3XUS may terminate the Service Agreement due to any Client material default. For purposes of this section, material default is defined as any of the following: (i) the Client’s failure to timely pay N3XUS for its monthly retained services; (ii) any violation of confidentiality obligations herein; or (iii) any act that in N3XUS’s sole discretion materially alters the nature of the Parties’ working relationship. The Client agrees and understands that at the time of termination by N3XUS, any outstanding debt owed to N3XUS by the Client must be paid immediately upon termination.
e) Events Upon Termination. In the event of a successful termination of the Service Agreement, N3XUS shall cease to provide the Services, and all other items meant to survive the termination or expiry of the Service Agreement shall survive, including, but not limited to, confidentiality obligations, indemnity, limitation of liability, governing law, dispute resolution, and the applicable clauses from the Service Agreement.

11) DIGNITY AND PROFESSIONAL CONDUCT CLAUSE.

a) The Client agrees to treat each N3XUS Professional with dignity, fairness, and professional respect at all times, equivalent to the standards applied to any member of its internal team. This includes, but is not limited to, respectful communication, appropriate language, reasonable work expectations, and a harassment-free and discrimination-free environment, whether virtual or in-person.
b) The Client shall not engage in, tolerate, or condone any behavior that may be considered abusive, discriminatory, harassing, or exploitative. This includes but is not limited to conduct based on race, gender, sexual orientation, religion, national origin, disability, or any other protected status under applicable law.
c) N3XUS remains solely responsible for the legal and employment compliance of its Professionals and ensures that all engagements comply with the labor laws and regulations of the N3XUS Professional’s home country, and any other applicable jurisdiction.
d) The Client acknowledges that if the Client violates any laws in utilizing N3XUS Professionals, including wage and hour laws, overtime laws, and/or discrimination laws, the Client may be held responsible under the law as a joint employer. In any such instance, Client shall indemnify and hold N3XUS harmless. These Terms and Conditions are designed to prevent violation of any labor laws.
e) If N3XUS, at its sole discretion, determines that an N3XUS Professional has been subject to misconduct, inappropriate treatment, or a toxic working environment. At the same time, under the
f)Client’s direction, N3XUS reserves the right to immediately withdraw the N3XUS Professional and terminate or suspend services to the Client without refund.The Client acknowledges that any violation of this clause may result in the permanent suspension of services and may expose the Client to additional legal consequences in accordance with applicable local and international labor and human rights standards.

12) MISCELLANEOUS.

a) Governing Law. The Service Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New Jersey, county of Bergen, without giving effect to its rules regarding conflicts of laws.
b)Arbitration. Any and all matters of dispute between the parties to this Agreement, whether arising from or related to the Agreement itself or arising from alleged extra-contractual facts before, during, or subsequent to the agreement, including, without limitation, fraud, misrepresentation, negligence, or any other alleged tort, shall be decided by arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association currently in effect and in accordance with Title 9 of the United States Code, unless the Parties expressly agree otherwise in writing. Notice of the demand for arbitration must be provided, in writing, to the other Party and must be made within 15 days after the dispute has arisen, time is of the essence. All statutes of limitation, which would otherwise be applicable in a judicial action brought by a Party, will apply to any arbitration or reference proceeding hereunder. The arbitration will be decided by a panel of three (3) arbitrators selected under the Commercial Arbitration Rules of the American Arbitration Association. Arbitration will be initiated and conducted in New Jersey, County of Bergen. Said arbitration will occur within thirty (30) consecutive days after the Party demanding arbitration delivers the written demand on the other Party unless the Parties mutually agree otherwise in writing. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the State of New Jersey. The award rendered by the arbitrators will be in writing with written findings of fact and shall be final and binding on all Parties, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Except by written consent of the Parties, no arbitration arising out of or relating to this Agreement or the parties' dealings may include, by consolidation, joinder, or in any other manner, any person or entity not a Party to the Agreement under which such arbitration arises. The arbitration agreement herein among the Parties will be specifically enforceable under applicable law in any court having jurisdiction thereof. Neither Party will appeal such award nor seek review, modification, or vacation of such award in any court or regulatory agency. Each party shall bear its own costs relating to the arbitration proceedings, irrespective of its outcome. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement.
c) Equitable Relief. Each Party acknowledges that a breach by the other Party of any confidentiality or proprietary rights provision of these Terms may cause the non-breaching Party irreparable damage, for which the award of damages would not be adequate compensation. The parties agree that the non-breaching party shall be entitled to seek temporary or permanent injunctive relief against any breach or attempted breach of this Section without the necessity of posting bond or proving actual damages. If either party breaches the provisions of this section, the non-breaching party will be entitled to seek all remedies available in equity or under applicable law. In addition, without limiting the foregoing, the parties acknowledge the difficulty in determining actual damages due to the breach of this Section. Therefore, the Parties agree that in the event of such a breach, N3XUS shall be entitled to liquidated damages in the amount of $25,000 per violation, which the Parties agree is a reasonable estimate of N3XUS’s damages and not a penalty.
d) Notices. Notices to a Party will be sent in English by overnight courier to the address for such Party as identified on the Service Agreement. They will be deemed given upon delivery, or if by email, upon transmission as followed up within two (2) business days by written notice in any instance of notice in respect of a material issue under these Terms.
e) Force Majeure. N3XUS shall be excused from the performance of its obligations under the Service Agreement if such a failure to perform results from compliance with any requirement of applicable Law, acts of G-d, fire, strike, embargo, terrorist attack, war, insurrection or riot or other causes beyond the reasonable control of N3XUS. Any delay resulting from any of such causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.
f) Publicity. N3XUS may publicly refer to the Client, including on N3XUS’s website and in sales presentations, as an N3XUS Client. It may use the Client’s logo for such purposes, provided that the Client provides prior written consent for such use (email sufficient). In such a case, N3XUS will use the Client’s logo in conformance with the Client’s trademark usage guidelines and solely to fulfill its obligations or exercise its rights hereunder.
g) Independent Contractors. The Client and N3XUS acknowledge and agree that the relationship arising from the Service Agreement does not constitute or create any joint venture, partnership, employment relationship, or franchise between them, and the Parties are acting as independent contractors in making and performing the Service Agreement.
h) Amendment. No amendment to the Service Agreement or any Exhibit shall be valid unless such amendment is made in writing and signed by the Parties' authorized representatives.
i) Waiver. No waiver under the Service Agreement shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Any delay or forbearance by either Party in exercising any right hereunder shall not be deemed a waiver of that right.
j) Severability. If any provision of the Service Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in the Service Agreement shall not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance, or jurisdiction, or of rendering any other provisions of the Service Agreement invalid or unenforceable whatsoever.
k) No Third-Party Beneficiaries. The Parties acknowledge that the covenants set forth in the Service Agreement are intended solely for the benefit of the Parties, their successors, and permitted assigns. Nothing herein, whether express or implied, shall confer upon any person or entity other than the Parties, their successors, and permitted assigns any legal or equitable right whatsoever to enforce any provision of the Agreement.
l) Headings. The headings in these Terms are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of the Service Agreement.
m) Entire Agreement. These Terms, combined with the applicable Service Agreement and its exhibits, sets forth the entire Service Agreement and understanding between the Parties hereto with respect to the subject matter hereof and, except as specifically provided herein, supersedes and merges all prior oral and written agreements, discussions and understandings between the Parties with respect to the subject matter hereof, and neither of the Parties shall be bound by any conditions, inducements or representations other than as expressly provided for herein.
n) Counterparts. The applicable Service Agreement may be executed in any number of counterparts, each of which, when so executed, shall be deemed to be an original.

13) REVISIONS AND UPDATES TO THE TERMS & CONDITIONS. Regardless of the date the Agreement was signed, N3XUS reserves the right to revise and update the Terms & Conditions at its discretion.