This Service and Subscription Agreement (“Agreement”) is entered into by and between Hire Standard Staffing LLC (“Recruiter”) and the individual or entity accepting this Agreement electronically (“Client”).

By creating an account, submitting an order, providing payment details, or using the Services, Client agrees to be bound by the terms of this Agreement.

1. Services

Recruiter provides recruiting services for licensed insurance agencies, which may include candidate sourcing, qualification, scheduling, onboarding support, pipeline management, and related recruiting activities (collectively, the “Services”).

Services are purchased on a weekly recurring subscription basis according to the order configuration selected by Client, including but not limited to product type, quantity of candidates or hires, and geographic coverage.

2. Weekly Subscription and Billing

2.1 Recurring Weekly Subscription.
Client purchases a recurring weekly subscription that automatically renews each week until canceled in accordance with this Agreement.

2.2 Weekly Lock and Renewal Time.
The weekly subscription locks at 11:59 PM Eastern Time each Thursday. Once locked, Recruiter may immediately begin performing Services for the upcoming week, including allocating budget, labor, and recruiting resources on Client’s behalf.

2.3 Automatic Billing.
Client authorizes Recruiter to automatically charge the payment method on file each week upon renewal. Charges may occur on or after the renewal time for the relevant weekly period.

2.4 Pricing.
Pricing is based on Client’s order configuration including product type, quantities, and geographic coverage. Pricing may differ between clients, markets, or orders and may be updated by Recruiter upon notice to Client.

3. Cancellation, Modification, and Termination of Orders

3.1 Cancellation Mechanism.
Client may pause, modify, or cancel its weekly subscription only through the online billing portal provided by Recruiter (the “Portal”).

3.2 Deadline.
Cancellations or modifications must be submitted in the Portal before the weekly lock time (Thursday at 11:59 PM Eastern Time).

3.3 Effect of Late Cancellation.
Any cancellation, pause, or modification request submitted after the weekly lock time will apply only to the following weekly period. The current weekly period remains billable and non-refundable.

3.4 Invalid Cancellation Methods.
Requests made via email, text message, phone call, social media, or any method other than the Portal are not valid and will not be effective to cancel, pause, or modify the weekly subscription.

3.5 Recruiter Termination.
Recruiter may suspend or terminate Client’s subscription and/or this Agreement at any time for non-payment, chargebacks, abusive conduct, suspected fraud, or activities that may create legal or reputational risk, with or without notice.

4. Non-Refundability and Client Responsibility

4.1 Non-Refundable Fees After Weekly Lock.
Because Recruiter allocates budget, labor, and resources immediately upon renewal, all charges for a locked weekly period are final, earned, and non-refundable.

4.2 No Refunds for Non-Usage or Business Changes.
Fees will not be refunded in whole or in part due to:

• Client’s failure to contact, interview, or hire candidates;
• Client’s internal staffing or leadership changes;
• Client’s business or strategy changes;
• Client’s dissatisfaction with candidate quality or outcomes;
• Client’s voluntary withdrawal from the process;
• Attrition, candidate no-shows, or failure to pass licensing or background checks.

Client acknowledges that recruiting inherently involves uncertainty and attrition and that these risks are borne by Client.

5. Client Obligations

Client agrees to:

• engage promptly with candidates delivered by Recruiter;
• follow up with candidates in a timely and professional manner;
• comply with all applicable employment, licensing, and regulatory requirements;
• maintain accurate contact, billing, and payment information at all times;
• use the Services solely for legitimate recruiting and hiring purposes.

Recruiter is not responsible for results or outcomes arising from Client’s inaction, delay, failure to follow up, or internal processes.

6. Service Level and Performance Limitations

6.1 Best Efforts Commitment.
Recruiter will use commercially reasonable efforts to meet Client’s weekly order, but does not guarantee filling all requested quantities or achieving specific hiring outcomes.

6.2 Market Variability.
Candidate volume, quality, engagement, and response rates may vary substantially by geography, compensation, market conditions, and factors outside of Recruiter’s control.

6.3 No Outcome Guarantee.
Unless expressly stated in a separate written agreement signed by Recruiter, Recruiter does not guarantee any specific number of:

• applications or candidate profiles;
• scheduled interviews or interview shows;
• hires or licensed agents;
• retained or producing agents.

7. Chargebacks, Disputes, and Collections

7.1 No Chargebacks on Authorized Renewals.
Client agrees not to initiate a credit card or bank chargeback for any weekly subscription charge that renewed in accordance with this Agreement, including but not limited to charges incurred after the weekly lock time.

7.2 Chargeback as Breach.
Initiating a chargeback on an authorized transaction constitutes a material breach of this Agreement by Client.

7.3 Collections and Costs.
Client shall be responsible for all costs of collection incurred by Recruiter, including reasonable attorneys’ fees, court costs, arbitration fees, collection agency fees, and interest.

7.4 Right to Suspend Service.
Recruiter may immediately suspend Services and access to the Portal in the event of non-payment, chargeback, or failed/expired payment method.

8. Payment Terms and Interest

Invoices are due upon receipt unless otherwise specified in writing by Recruiter. Past due balances accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

Client authorizes Recruiter to charge the payment method on file for subscription fees, outstanding balances, and any applicable late fees or interest.

9. Confidentiality

Each party agrees to keep confidential and not to disclose to any third party any non-public information obtained from the other party in connection with this Agreement, except as necessary to perform its obligations or as required by law.

10. Ownership and Non-Solicitation

10.1 Ownership of Talent Pipeline.
Candidates sourced by Recruiter, including all related data, communications, and intellectual property, remain Recruiter’s proprietary pipeline, subject to Client’s right to engage and hire such candidates.

10.2 Non-Solicitation of Recruiter Personnel.
During the term of this Agreement and for two (2) years thereafter, Client shall not directly or indirectly solicit for employment or engage any employee or contractor of Recruiter without Recruiter’s prior written consent.

11. Limitation of Liability

To the maximum extent permitted by law, Recruiter shall not be liable to Client for any:

• loss of profits, revenue, or business;
• loss of anticipated savings or opportunity;
• indirect, incidental, special, punitive, or consequential damages;
• business interruption or loss of data.

Recruiter’s total aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Recruiter in the four (4) weeks immediately preceding the event giving rise to the claim.

12. Disclaimer of Warranties

Except as expressly set forth in this Agreement, the Services are provided on a “commercially reasonable, best-efforts” basis and Recruiter disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

13. Governing Law and Arbitration

This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict of laws principles.

Any dispute arising out of or relating to this Agreement shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA), with the arbitration to be held in Hartford County, Connecticut.

Each party knowingly, voluntarily, and irrevocably waives:

• any right to a trial by jury; and
• any right to participate in a class action, class arbitration, or representative action.

14. Termination

Recruiter may terminate this Agreement or Client’s access to the Services at any time for non-payment, chargebacks, abusive behavior, fraud, or activities creating legal or reputational risk. Termination does not relieve Client of the obligation to pay any amounts already incurred or owed.

15. Electronic Acceptance and Records

Client agrees that electronic acceptance (including checking a box, clicking “I Agree,” submitting an order, or providing payment details) constitutes execution of this Agreement and is legally binding.

Client agrees that Recruiter’s Portal logs, system records, and payment processor records will serve as conclusive evidence of:

• Client’s acceptance of this Agreement;
• Client’s subscription status and renewal history;
• the timing of cancellations and modifications;
• charges authorized and processed in accordance with this Agreement.

16. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, or understandings, whether written or oral. Any modification must be in writing and expressly accepted by Recruiter.

17. Client Acknowledgments

By accepting this Agreement, Client expressly acknowledges and agrees that:

• This is a recurring weekly subscription for recruiting services.
• The subscription renews automatically each week and locks at 11:59 PM Eastern Time on Thursday, after which the weekly charge is non-refundable.
• Cancellation, pause, or modification must be completed through the Portal before the weekly lock time.
• Recruiter may begin work immediately after the weekly lock time, including committing advertising spend and labor on Client’s behalf.
• Client will not dispute or charge back any charge that was processed in accordance with these terms.

18. Acceptance

By checking a box, clicking “I Agree,” submitting an order, providing payment details, or using the Services, Client confirms that they have read, understood, and agree to be bound by this Agreement.