1. NO GUARANTEES: Client acknowledges that Radar Hire (“RH”) does not guarantee the success of any candidate placed with Client. The success of an Elite Talent is influenced by various factors, including Client’s company culture, communication processes, training efforts, and other business-specific dynamics. While RH commits to making every effort to facilitate successful placements, outcomes may vary, just as they would with any other hiring method. RH pledges to exercise its best efforts to support Client and the Elite Talent engaged through its services.
2. RH’S RESPONSIBILITIES: A key advantage of engaging with RH is the mitigation of risks associated with U.S. labor laws. In this regard, RH is responsible for:

• Employing and compensating Elite Talent directly;
• Ensuring compliance with the labor laws applicable in the Elite Talent’s home country or any other relevant jurisdiction.

3. CLIENT RESPONSIBILITIES: In addition to making timely payments of the agreed-upon fees, Client agrees to:

• Treat Elite Talent with the same dignity and respect afforded to their local employees;
• Avoid providing direct compensation or benefits to Elite Talent, which could create the appearance of an employer-employee relationship between Client and the Elite Talent;
• Refrain from soliciting, hiring, or engaging—either directly or indirectly—any current or former Elite Talent of RH. Any attempt to do so, whether through Client’s business entities, affiliates, or any related organization, constitutes a material breach of this Agreement. Given the difficulty in calculating damages, Client agrees that RH shall be entitled to liquidated damages of $25,000 per violation;
• Comply with this Agreement and adhere to any reasonable policies set forth by RH.

4. VIRTUAL DESKTOP USAGE: RH may provide Clients with a Virtual Desktop for Elite Talent to perform their tasks efficiently and securely. These virtual desktops are intended solely for business purposes, and RH configures them to allow only authorized software installations. Clients may request software modifications, which may take up to 72 hours to implement.

Client agrees to:

1. Ensure the Virtual Desktop is used effectively by the Elite Talent;
2. Maintain the security and integrity of stored data;
3. Manage and back up critical information to prevent data loss;
4. Report any unethical or illegal use of the Virtual Desktop by an Elite Talent;
5. Cooperate with RH’s IT department in resolving technical issues;
6. Adhere to all applicable company policies and legal requirements when using the Virtual Desktop.

RH makes no warranties regarding the Virtual Desktop’s reliability, performance, or security beyond what is reasonably expected.

5. SERVICE AGREEMENT ENFORCEMENT

• Chargebacks: Client waives the right to initiate chargebacks, with all disputes subject to the terms of this Agreement.
• No Refunds: Due to variations in international labor laws, RH must compensate Elite Talent for worked hours, severance, and other employment costs. Additionally, RH invests considerable resources in recruitment and onboarding. Consequently, no refunds will be provided.
• Governing Law & Jurisdiction: This Agreement is governed by the laws of Nevis. The parties consent to exclusive jurisdiction in Nevis and waive the right to a trial by jury. The prevailing party in any legal dispute shall be entitled to reimbursement for reasonable legal fees and costs.
• Definition of “Elite Talent”: For the purposes of the liquidated damages clause, an Elite Talent refers to any individual, whether classified as an employee or independent contractor, who has had a contractual relationship with RH in the past 18 months.

6. LIABILITY LIMITATION: Under no circumstances shall RH or its affiliates be liable for any special, incidental, indirect, or consequential damages arising from the use, performance, or actions of Elite Talent, whether intentional, negligent, or otherwise. RH provides no warranties regarding the work quality of Elite Talent. It is Client’s responsibility to implement appropriate safeguards for sensitive information and business practices, as would be expected with any other employee or contractor.
7. ADDITIONAL PAYMENTS: Any additional payments, such as bonuses or salary increases, must be processed through RH. A processing fee of 3%, along with any applicable pass-through costs (e.g., required payroll taxes, benefits), will be applied.
8. WORK HOURS: Elite Talent may work a maximum of 10 hours per day and 40 hours per week from Monday to Friday. Any additional hours must be pre-approved by the Elite Talent and will incur additional fees.
9. PAID TIME OFF, LEAVES, AND HOLIDAYS: RH sources talent from multiple countries, each with unique employment laws governing vacation, sick leave, and other benefits. Client acknowledges and accepts the country-specific terms applicable to its Elite Talent.
10. NON-DISCRIMINATION POLICY: Client agrees not to discriminate against Elite Talent based on any legally protected characteristic, including but not limited to race, national origin, age, gender, sexual orientation, disability, religion, or military status, in compliance with applicable laws.
11. SEVERABILITY: If any provision of this Agreement is deemed invalid or unenforceable, the remaining terms shall remain in full force and effect.
12. JOINT-EMPLOYER LIABILITY: Client acknowledges that noncompliance with wage, overtime, or discrimination laws may result in joint-employer liability. In such cases, Client agrees to indemnify and hold RH harmless.
13. Standard Disclaimers, Limitations of Liability and Indemnification
    A. Client agrees that all work prepared by RH contractors are at Client’s direction and will reflect Client’s own judgment. RH makes no representation or warranty as to the accuracy or reliability of work product delivered or derived from use of the information it provides, and RH will not be liable for any claims of reliance on such work product, or other information. RH DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO ALL INFORMATION AND SERVICES THAT IT MAY PROVIDE PURSUANT TO THIS AGREEMENT. RH will not be liable for any non-compliance of reports, projections, forecasts, work product, or other information with federal, state, or local laws or regulations.
    B. Client agrees that, with respect to any claims Client may assert against RH in connection with this Agreement or the relationship arising hereunder, RH’s total liability will not exceed the amount of the greatest one (1) month of Fees invoiced to Client in the last twelve (12) months of Services invoiced. This limitation applies in the aggregate for all claims and regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise).
    C. As a condition for recovery of any liability, Client must give RH written notice of the alleged basis for liability within thirty (30) days of discovering the circumstances giving rise thereto, in order that RH will have the opportunity to investigate in a timely manner and, where possible, correct or rectify the alleged basis for liability; provided that the failure of Client to give such notice will only affect the rights of Client to the extent that RH is actually prejudiced by such failure. In any event, Client must assert any claim against RH within one (1) year after discovery of the claim (but no later than two (2) years after the act or omission giving rise to the claim).
    D. Client acknowledges and agrees that Client is solely responsible for all business decisions, actions, and results. RH will not be liable in any event for incidental, consequential, punitive, or special damages, including, without limitation, any interruption of business or loss of business, profit, or goodwill.
    E. Client agrees to indemnify, defend, and hold RH harmless from and against any claims and liability based upon any of the information or data that Client provides to RH or its contractors, unless and to the extent that RH’s liability is the direct result of its sole gross negligence. Client will also indemnify, defend, and hold harmless RH and its owners, managers, officers, directors, employees, contractors, and agents from and against any and all third-party claims, demands, actions, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) Client’s business, products, or services; (ii) Client’s implementation or use of any advice, recommendations, or Deliverables; (iii) Client’s breach of this Agreement; or (iv) allegations that Client materials infringe or misappropriate any third-party rights, except to the extent finally determined to have resulted from RH’s gross negligence or willful misconduct.
    F. Equitable Relief. Client agrees that a breach (or threatened breach) of Sections 14 (Confidential Information), 15 (Intellectual Property; Work Product), or 3 (Non-Solicitation/Hiring) may cause irreparable harm to RH for which monetary damages may be inadequate, and RH may seek injunctive relief in addition to any other remedies.

14. Confidential Information
    A. Each Party acknowledges that in connection with this Agreement, it may receive certain confidential or proprietary technical and business information and materials of the other Party (the “Confidential Information”). Each Party, its agents and employees shall hold and maintain in strictest confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations pursuant to this Agreement, except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the Receiving Party (defined below) or is otherwise properly received from a third party without an obligation of confidentiality. Client agrees that RH may use Client’s name and logo as a client reference and in RH’s marketing materials unless Client opts out in writing. Client also agrees that RH may retain copies of Confidential Information as required for legal, insurance, compliance, dispute resolution, or archival purposes, subject to the confidentiality obligations of this Section. This Section will survive termination indefinitely.
    “Confidential Information” as stated herein is intended to and does include all non-public information disclosed by or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether before or after the Effective Date, and whether in oral, written, electronic, visual, or other form, including: business plans; financial information; pricing; forecasts; profit and loss information; customer, prospect, vendor, and partner information; marketing and sales information; product and service information; strategies; processes; workflows; SOPs; systems; know-how; trade secrets; and any notes, analyses, compilations, summaries, or other materials derived from any of the foregoing. Confidential Information also includes the existence of this Agreement and its non-public terms, and the nature and status of the Parties’ discussions and work together.

15. Intellectual Property; Work Product
    A. Client Materials. As between the Parties, Client retains all right, title, and interest in and to Client’s pre-existing materials, content, data, processes, trademarks, and other intellectual property provided to RH (“Client Materials”). Client grants RH a limited, non-exclusive license to use Client Materials solely to perform the Services.
    B. RH Materials. RH retains all right, title, and interest in and to its pre-existing materials, methodologies, tools, templates, processes, know-how, and generalized learnings (“RH Materials”).
    C. Deliverables. Unless otherwise expressly agreed in writing, all deliverables are provided to Client on a non-exclusive, non-transferable, non-sublicensable license for Client’s internal business purposes only. Client will not publish, resell, sublicense, or distribute deliverables without RH’s prior written consent. For clarity, deliverables may include SOPs, process documentation, workflow maps, and similar materials created for Client during the engagement.
16. UPDATES TO TERMS & CONDITIONS: RH reserves the right to modify or update these Terms & Conditions at its sole discretion, regardless of the date this Agreement was originally signed.