Last Updated: November 15, 2022

This Client Services Agreement (“Client Agreement”) is a binding agreement between you (“Client” or “you” or “your”) and Gravy Axis, INC. (“GravyWork” or “We”) and applies to Clients that register an account on the GravyWork technology platform (“Platform”) to receive staffing services (“Services”) from GravyWork. You agree that GravyWork shall provide Services to You utilizing the Platform for billing, booking and communications, pursuant to the terms and conditions set forth below, and that Your use of the Platform is governed by GravyWork’s Terms of Use (“Terms of Use”). By accepting a Quotation (as defined in Section 5 below) and/or registering a Client account on the Platform, you hereby accept this Client Services Agreement. Upon completion of the registration process, GravyWork will provide you with access to the Platform. You are responsible for ensuring that all persons who access the Platform through Your account are aware of and comply with this Client Services Agreement and the Terms of Use. In the event of any discrepancy between the Platform Terms of Use and this Client Services Agreement, this Client Services Agreement will control.

1. EQUAL OPPORTUNITY REPRESENTATION

GravyWork is an equal opportunity employer and refers all applicants regardless of their gender, race, color, religious creed, ancestry, national origin, physical handicap, medical condition, age or marital status.  GravyWork abides by all applicable federal and state laws in all material respects.

2. SERVICES

In providing Services, GravyWork agrees to recruit, interview, select and hire applicants who, in GravyWork’s reasonable business judgment, are best qualified to perform the type of work described in Client’s position description. GravyWork will be the sole employer of the employees assigned to You (“Employees”).  All Employees will be classified as non-exempt employees of GravyWork for all purposes. As the employer of Employees, GravyWork shall: (i) maintain all necessary personnel and payroll records for each Employee assigned by GravyWork to Client; (ii) compute each such Employee’s wages and withhold applicable federal, state and local taxes and federal social security payments from each such Employee’s wages; (iii) remit all employee withholdings for Employees to the proper governmental authorities, make all required employer contributions for Federal Insurance Contributions Act (FICA) and pay all premiums for federal and state unemployment insurance; (iv) pay net wages and fringe benefits, if any, directly to each such Employee; (v) provide for liability, fidelity and workers’ compensation insurance coverage in the amounts set forth in Section 9; (vi) at the request of Client, for any valid legal reason, remove any Employee assigned by GravyWork to Client; provided, that this arrangement shall in no way affect the right of GravyWork, in GravyWork’s sole and absolute discretion as employer, to hire, assign, reassign and/or terminate any Employee.

3. TERM AND TERMINATION

3.1  Term

Your Platform account will remain active, and this Client Services Agreement will remain in full force and effect (as may be amended from time to time) until your account is terminated either by You or GravyWork in accordance with Section 3.2 below.

3.2  Termination

By Client. You may terminate Your account at any time by submitting a written notice to GravyWork at [email protected]. If You have paid for any Services available through the Platform and You decide to terminate Your Platform account, then You may use those Services through the end of the term for which you have made payment, and your account will terminate at the conclusion of that term. You hereby acknowledge and agree that You shall not receive any refund of fees from GravyWork for unused Services. If for some reason You are unable to email us at [email protected], please send written notice of termination to Gravy Axis, INC., Attn: Termination of Account, 2735 Hartland Road, Falls Church, VA 22043. You may be asked to provide a reason for Your termination.

By GravyWork. We may terminate Your use of the Platform and/or receipt of the Services at any time and will notify You of such termination via the email address in your account profile. Such notification is not required to be sent prior to termination of Your account. You will not be entitled to any refunds of applicable monies if GravyWork terminates Your account due to Your breach of these Terms of Use or any other policy corresponding to the Platform and/or the Services. All account termination decisions are in GravyWork’s sole discretion and GravyWork is not required to give any reason for termination.

4. CLIENT’S OBLIGATIONS

4.1  Shifts

Client hereby agrees to provide Employees assigned to Client by GravyWork with a suitable place of work.  Client hereby further agrees to review and approve the electronic time records for Employees presented to Client through the Platform.  Client may authorize one (1) or more members of Client’s staff (each an “Authorized User”) to utilize the Platform to request the services of GravyWork’s Employees (each a “Shift”).  For each Shift, the Authorized User making the Shift shall be responsible to review and approve Employees’ electronic time record within two (2) days of the completion of the Shift, or for Shifts that last more than one week, within two (2) days of the end of each week.  Such approved electronic time records shall be conclusive and binding upon Client as to the number of compensable hours worked by each Employee for a given event or a given work week. In instances where an electronic time record is not reviewed and approved by Client by the applicable deadline, GravyWork reserves the right to treat such electronic time record as final (an “Unapproved Final Time Record”) and invoice Client pursuant to the information set forth in such Unapproved Final Time Record.  Client will be billed for any workers who show up ready to work but are dismissed early by the Client for reasons other than worker misconduct. The amount charged will be the greater of either the hours that the worker was onsite or 4 hours. Client shall not book Employees for work not posted on the Platform.

4.2  Hiring Of Employees By Client

Non-Circumvention. During the term of Client’s active Platform account and for a period of twelve (12) months thereafter, Client hereby agrees not to directly or indirectly (other than through GravyWork) employ any Employees that have been assigned by GravyWork to Client, including, but not limited to, through another staffing and/or personnel agency, purveyor of services or trade organization, without obtaining GravyWork’s prior signed written consent.  Each party hereby acknowledges and agrees that if Client were to breach this restrictive covenant, then it would be difficult to determine the actual damages incurred by GravyWork.  Based upon the parties’ current information, including without limitation (i) GravyWork’s relationship with each of GravyWork’s Employees, (ii) the importance of GravyWork’s reputation in retaining Employees, (iii) the time and expense involved with training new Employees, and (iv) GravyWork’s compensation under this Client Agreement, the parties hereby agree that FIVE THOUSAND AND 00/100 DOLLARS ($5,000.00) (the “Liquidated Damages Amount”) is a reasonable estimate of the damages that would accrue to GravyWork if a single breach of this restrictive covenant occurred in the future.  Therefore, in the event that Client breaches this restrictive covenant, Client shall pay to GravyWork an amount equal to the Liquidated Damages Amount for each such breach by Client.  The parties further hereby agree that the Liquidated Damages Amount is fair and reasonable and would not act as a penalty to Client. Notwithstanding any other provision of this Client Agreement, if Client terminates this Client Agreement or notifies GravyWork of its intent to terminate this Client Agreement, and Client desires to hire directly onto its own payroll or engage as an independent contractor any assigned Employee then assigned to Client, Client must promptly notify GravyWork in writing and pay GravyWork a conversion fee of $5,000 for each such assigned Employee.

Temp to Hire Employees. During the term of Client’s active Platform account, Client may identify and hire an Employee directly for a $3,500 placement fee, of which the Employee will receive $1,250 as a bonus. If the Employee has worked a minimum of 360 hours for the Client at the time of hire, then the placement fee is reduced to $1,500, of which the Employee will receive $500.

5. FEES AND PAYMENT TERMS

5.1  Quotation

As a potential Client, you may communicate with GravyWork staff concerning the pricing details for your Platform account. In such a case, GravyWork will work with You to ascertain any details necessary to provide a custom quotation containing applicable pricing information (a “Quotation”). To accept the Quotation, sign and return the Quotation to your Sales Representative or to [email protected]. The Quotation is incorporated by reference and made a part of this Client Services Agreement. In the event of any discrepancy between the terms of this Client Services Agreement and a Client’s accepted Quotation, the terms of the Client’s Quotation will control. 

5.2   Rates

1. a)Base Rates.Unless otherwise contained in a custom Quotation, You hereby agree to pay GravyWork at the rates specified in the Platform at the time You initiate a request, for each position posted. If any individual non-exempt Employees assigned to You works in excess of forty (40) hours in any one work week (seven consecutive twenty-four (24) hour periods as established by GravyWork), You shall pay GravyWork for each such additional hour at the rate of one and one-half (1.5) of such Employees’ standard hourly rate.  Such additional hours, if any, shall be performed only at Your specific request and shall be evidenced by electronic time records.

1. b)Rate Adjustments.GravyWork may adjust the rates contained in Your Quotation or the Platform from time to time in its discretion based on changes in market conditions or applicable law (e.g., minimum wage requirements). Any such rate changes will be subject to the following: (a) Gravy shall not increase rates applicable to Your account more than once per 12 months without your written consent; (b) Gravy shall provide at least 30 days’ written notice via email of upcoming rate changes; (c) the amount of any increase enacted will not exceed 50% of the then-current rate, unless with Your written consent.

1. c)Dynamic Adjustments.Nothwitstanding anything in this Client Agreement to the contrary, GravyWork may from time to time in its discretion propose adjustments to the rates published in the Platform and/or stated in Client’s Quotation, due to legal requirements (such as changes to minimum wage laws), market trends (such as increased demand, inflation, and other relevant economic conditions), or requests made by Client with a short lead time prior to anticipated start date (meaning posted within 48 hours of the job start date and time).  In such instances, GravyWork will notify Client by email of the adjusted rates at the time Client submits a new job to GravyWork. Client will then have the option to accept or refuse the adjusted rate for a period of [48 hours] from notification of the adjusted rate. After the 48-hour period expires, if Client has not notified GravyWork by email of its rejection of the proposed rate adjustment, the adjusted rate will be deemed accepted and binding on the parties. If Client timely rejects the adjusted rate, then GravyWork will determine in its discretion, whether to reject the posting (for example, if the existing rate fails to comply with applicable legal requirements) or post the job at the original rate. Client acknowledges that if GravyWork posts the job after Client rejects the proposed rate adjustment, such posting will likely go unfulfilled. 

5.3   Payment and Invoices

At the time of posting one or more positions, GravyWork will collect a deposit via credit card equal to 50% of the estimated value of the posting as of the time posted. GravyWork will invoice You for final payment after the earlier of: (i) the time when You approve the electronic time record for the posting; or (ii) two (2) days after the completion of the posting. In the event that Your credit card is charged 50% of the estimated value upon posting and the position is not filled, or the posting is cancelled at least 24 hours in advance of the shift start time, then a refund will be initiated upon the job completion or at the time of cancellation. If an Employee is hired for the position, but no timesheet is produced, Your refund will be initiated seven (7) days after job completion.       

5.4   Taxes

Whenever applicable, You agree to pay any and all state and/or local sales tax corresponding to the Employees assigned by GravyWork to Client.

5.5   Late Payment and Cancellations

5.6   Holidays

Jobs which occur on holidays including New Year’s Day, Easter, Memorial Day, July 4th, Labor Day, Thanksgiving Day, Christmas Eve, Christmas Day, and New Year’s Eve will be assessed 1.5 times the normal billing rate.

5.7   Limitation of Liability

GRAVYWORK SHALL BEAR NO LIABILITY OR RESPONSIBILITY FOR ANY LOSSES OF ANY KIND FROM YOUR USE OF THE PLATFORM AND/OR THE SERVICES THAT YOU MAY INCUR AS A RESULT OF (I) AN ERRONEOUS STATEMENT, (II) ANY DELAY IN THE ACTUAL DATE ON WHICH YOUR PAYMENT ACCOUNT IS DEBITED OR (III) YOUR FAILURE TO PROVIDE ACCURATE AND/OR VALID PAYMENT INFORMATION.

5.8   Changes and Updates

If any changes occur in the payment method that You provided to GravyWork, You must immediately notify GravyWork in writing of such changes by email to: [email protected]. If You either do not notify GravyWork in writing of such changes or You make such changes in an untimely fashion, then GravyWork shall bear no liability or responsibility for any losses incurred to the extent permitted by law. GravyWork’s sole liability to You in such situations shall be GravyWork’s obligation to make any appropriate changes once in receipt of such notification from You.

5.9   Failure to Pay

If GravyWork does not receive payment from You for certain Services, then You hereby agree that You shall be personally liable and responsible for paying all amounts due upon demand and, should You fail to do so, GravyWork may terminate or suspend Your Platform account.

5.10                 Employee Overtime

It is mutually agreed that the compensation rates set forth in the Platform, as described in Section 5, do not contemplate non-exempt GravyWork Employees working overtime.  In the event that any individual non-exempt Employee assigned to Client works in excess of forty (40) hours in any one (1) work week (seven (7) consecutive twenty-four (24) hour periods as established by GravyWork), Client shall pay GravyWork for each such additional hour at the rate of one and one-half (1 ½) of such Employee’s standard hourly rate.  Such additional hours, if any, shall be performed only at the specific request of Client and shall be evidenced by electronic time records.

6. CONFIDENTIALITY

Client hereby acknowledges and agrees that all personal data submitted by GravyWork to Client regarding placement of Employees is confidential and for Client’s personnel use only.

7. INSURANCE

GravyWork has procured and will maintain in effect throughout the term of this Client Agreement, Workers’ Compensation insurance in full limits as required by statute covering GravyWork’s Employees assigned to Client under this Client Agreement.  If any direct claim for Workers’ Compensation benefits is asserted against Client by any such Employee or, in the event of such Employee’s death, by such Employee’s personal representatives, then, upon timely written notice from Client, GravyWork shall undertake to defend Client against such claim(s) and shall indemnify and hold Client harmless from and against any such claim(s) to the extent of all benefits awarded.

GravyWork has procured, and will maintain in effect throughout the term of this Client Agreement, a Fidelity Bond policy in the amount of one million dollars ($1,000,000.00) and a Liability and Property Damage policy in the amount of five million dollars ($5,000,000.00) per occurrence.

8. DISCLAIMER

GRAVYWORK HEREBY DISCLAIMS ALL WARRANTIES AND ANY REMEDY, STATUTORY OR OTHERWISE, NOT SPECIFICALLY SET FORTH WITHIN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  IN CASES OF WILLFUL OR GROSSLY NEGLIGENT MISCONDUCT BY GRAVYWORK WITH REGARD TO MATTERS INVOLVING THE SERVICES PROVIDED UNDER THIS AGREEMENT, THIS EXCLUSION SHALL NOT APPLY IN THOSE JURISDICTIONS WHERE FOR SUCH WILLFUL AND/OR GROSSLY NEGLIGENT MISCONDUCT THERE IS MANDATORY LIABILITY.  NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO CASE SHALL GRAVYWORK’S TOTAL MONETARY OBLIGATION TO CLIENT PURSUANT TO THIS AGREEMENT EXCEED THE FEES PAID TO GRAVYWORK BY CLIENT PURSUANT TO THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD.

9. INDEMNIFICATION

9.1  By GravyWork

In GravyWork’s performance of this Client Agreement, GravyWork shall comply in all material respects with all applicable federal, state and local laws, including, but not limited to, the provisions of the Equal Opportunity Act and the Fair Labor Standards Act, and shall indemnify and hold Client harmless from and against any and all claims, demands, suits, losses, damages, costs and expenses arising out of any non-compliance violation by GravyWork of any such laws.  In addition, GravyWork shall indemnify and hold Client harmless from and against any and all liabilities, claims, demands, losses, damages, costs and expenses for bodily injury to or death of any person (other than officers and employees of GravyWork), or damage to or destruction of any property, directly caused by any negligent act or omission on the part of GravyWork.

9.2  By Client

In Client’s performance of this Client Agreement, Client shall comply in all material respects with all applicable federal, state and local laws, including, but not limited to, the provisions of the Equal Opportunity Act and the Fair Labor Standards Act, and shall indemnify and hold GravyWork, and its members, managers, officers, directors, advisors, independent contractors, agents, investors, and employees, harmless from and against any and all claims, demands, suits, losses, damages, costs and expenses arising out of any non-compliance violation by Client of any such laws.  In addition, Client shall indemnify and hold GravyWork, and its members, managers, officers, directors, advisors, independent contractors, agents, investors, and employees, harmless from and against any and all liabilities, claims, demands, losses, damages, costs and expenses for bodily injury to or death of any person (other than members, managers, directors, officers and employees of Client), or damage to or destruction of any property, directly caused by any negligent act or omission on the part of Client.

10. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON BREACH OF CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. PERMITS AND LICENSES

GravyWork shall maintain in effect during the term of this Client Agreement any and all federal, state and/or local licenses and permits that may be required of employers generally.  Client shall maintain, at Client’s expense, such licenses and permits as may be required by applicable authorities in order to engage in Client’s business.

12. LABOR ORGANIZATIONS

Under no circumstances shall Client enter into any agreement or understanding with any union organization affecting any Employee of GravyWork assigned to Client.  In the event GravyWork enters into any collective bargaining agreement (with Client’s concurrence) covering GravyWork Employees assigned to Client, it is understood and agreed that GravyWork shall have sole control and responsibility for and will be sole signatory under and connected with all such labor negotiations, grievances, collective bargaining agreements and related labor matters.

13. RELATIONSHIP OF PARTIES

In GravyWork’s performance of this Client Agreement, GravyWork shall at all times act in GravyWork’s own capacity and right as an independent contractor, and nothing contained in this Client Agreement shall be construed to make GravyWork an employee, agent or partner of Client.

14. MISCELLANEOUS

14.1                 Dispute Resolution

GravyWork and Client shall settle any dispute, controversy, or claim arising out of, in connection with, or relating to the performance of this Client Agreement or its termination by arbitration in the state of Virginia, pursuant to the rules of the American Arbitration Association. If the parties are unable to determine a mutually agreeable arbitrator, then each party shall select an arbitrator, and the two arbitrators so selected shall appoint a third arbitrator who will act as the arbitrator. Any award will be final, binding and conclusive upon the parties and a judgment rendered thereon may be entered in any court of competent jurisdiction. The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties and the decisions made by the arbitral tribunal, including its awards to the extent not already in the public domain, except in judicial proceedings related to the award or where required by applicable law.

14.2                 Assignment

Client may not assign its rights under this Client Agreement without the prior written consent of GravyWork. 

14.3                 Survival

Sections 1, 4.2, 6, 8, 9, 10, and this Section 14 of this Client Agreement shall survive termination of your account.

14.4                 Entirety

This Client Agreement, together with the Platform Terms of Use and GravyWork Privacy Policy, is the entire understanding and agreement between the parties with respect to the subject matter set forth herein, and all prior agreements, understandings, promises, warranties and representations, oral or written, express or implied, not expressly incorporated herein are superseded hereby.

14.5           Governing Law; Jurisdiction

This Client Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Client Agreement, or the negotiation, execution or performance of this Client Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Client Agreement or as an inducement to enter into this Client Agreement) is governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Virginia, without giving effect to the provisions, policies, or principles of any state law relating to choice or conflict of laws.

Any suit, action, or proceeding based on any matter arising out of or in connection with, this Client Agreement or the transactions contemplated hereby, must be brought in the federal courts of the United States of America or the courts of Virginia. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action, or proceeding.

14.6           AMENDMENT

GravyWork may revise and update this Client Services Agreement on a prospective basis from time to time in its discretion. GravyWork will notify Client of any changes prior to their taking effect, but regardless, all changes are effective immediately when posted. Client’s continued receipt of the Services following the posting of revisions means that Client accepts and agrees to the changes. Client is expected to check this page from time to time so it is aware of any changes, as they are binding on Client.