Legal Information

These Master Terms and Conditions of Service (these “Terms”), together with the related Service Order and its attachments (collectively, the “Contract”), govern the performance of certain data, support, consulting, I-9, I-9 onboarding processing and other services (collectively, the “Services”) by OutSolve, LLC to the client named in the Contract (the “Client”). The Contract supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Contract. These Terms prevail over any of the Client’s general terms and conditions of purchase regardless of whether or when the Client submitted its Service Order or such terms. In the event of an express conflict between these Terms and the Service Order, the Service Order will prevail.

1. Pricing. Unless otherwise specified, all prices stated in the Contract are in U.S. dollars. Commencing with the first anniversary of the date of the Contract and continuing on each anniversary thereafter, all service fees will automatically increase by 3% compared to the previous year, unless otherwise provided in the Service Order.
   
   
2. Payments. Unless otherwise provided in the Service Order, all payments are due 30 days from the date of OutSolve's invoice.
   (2a). In case of a dispute over the amount of any invoice, the Client must pay timely that portion of the invoice that is not in dispute and submit any objections to OutSolve within ten days of the date of the invoice. OutSolve and Client will attempt in good faith to resolve all invoice disputes within 20 days.

(2b). Subject to Section 2(a) above, if any amount is not paid when due, the unpaid amount will bear interest at a rate of five percent (5%) above the prime rate published from time to time in The Wall Street Journal or, if lower, the maximum rate permitted by applicable law. Unless OutSolve otherwise agrees in writing, all payments will be made, without set off, by wire transfer of immediately available funds to the account designated by OutSolve.  

(2c). Services that involve an in-person or virtual appointment will be subject to the cancellation, rescheduling, and no-show fees (if any) set forth in the Service Order.

(2d). If the Client requires OutSolve to submit invoices through a third-party procurement system, then any associated fees incurred by OutSolve will be reimbursed by the Client, plus a $100 processing fee per occurrence.

3.  Taxes. All prices are exclusive of sales, use, excise, and any other similar taxes, duties or charges of any kind imposed by any governmental authority on any amounts payable by the Client. The Client is solely responsible for all such taxes, duties and charges, except for any taxes imposed on, or measured with respect to, the income, revenues, or gross receipts of OutSolve.
   
   
4. Proprietary Information.

(4a). Ownership. Each party retains ownership of its intellectual property, including its background intellectual property and intellectual property developed in the performance of the Contract, whether patented or unpatented, including know-how and trade secrets. No right or license under intellectual property is granted or will be transferred by either party to the other except as necessary to allow OutSolve to perform the Services. Any deliverables or filings by OutSolve to or on behalf of client in the provision of these services shall become the property of client.

(4b). Confidentiality. All non-public, confidential, or proprietary information disclosed by one party to the other in connection with the performance of the Contract, regardless of the form in which disclosed and whether or not marked as “confidential,” will be considered confidential, must be used solely for the purpose of performing and receiving the Services, and may not be disclosed or copied without the prior written consent of the disclosing party. Each receiving party will treat the disclosing party’s confidential information with the same degree of care and security it uses to protect its own confidential information, but not less than a reasonable degree of care. The foregoing restrictions do not apply to that portion of confidential information: (i) which is or becomes publicly available through no fault of the receiving party; (ii) which is known by the receiving party at the time of disclosure, as confirmed by contemporaneous documentation; (iii) which is developed by the receiving party without reliance on or reference to the disclosing party’s confidential information, as confirmed by contemporaneous documentation; or (iv) which is obtained by the receiving party from a third party without any known obligation of confidentiality to the disclosing party. The disclosing party will be entitled to injunctive relief for any actual or threatened breach of this Section 4(b) without the need to post a bond. Upon request of the disclosing party, the receiving party will return or destroy all confidential information received from the disclosing party and certify as to its complete return or destruction. except the receiving party may retain archival copies of confidential information on its disaster recovery and information technology backup systems (which archival copies will continue to constitute confidential information of the disclosing party). This Section 4(b) will survive the termination or expiration of the Contract for five years.

(4c). Data Quality and Data Transmission. The Client acknowledges that the ability of OutSolve to provide accurate information is dependent upon receipt of accurate data from the Client. The Client must provide current and accurate data necessary for OutSolve to provide the Services. The Client agrees that any action required of OutSolve to correct the data for the Client may result in additional fees. In addition, with respect to any I-9 services, the Client agrees to transfer the data to OutSolve using its online client portal.

(4d). Additional I-9 Service Client Obligations. With respect to I-9 services, the Client will be responsible for ensuring that its employees, future employees, and job applicants have provided the Client with any and all required permissions to allow OutSolve to contact such individuals by any requested method of communication, including but not limited to emails and text messages.

(4e). Anonymized and Aggregated Data. Notwithstanding the foregoing, to the extent any confidential information is held, processed, disclosed, or published in a form which cannot be linked to the Client or its employees, future employees, or job applicants, OutSolve may generate or extract such information on an anonymized and aggregated basis and use it for statistical analysis and research and development.

(4f). Data Security and Privacy. Each party agrees to notify the other without unreasonable delay in the event such party discovers an incident involving the (i) accidental, unlawful, or unauthorized access to the other party’s computer network, systems, or files, or (ii) unauthorized access to or use by a third party, or any misuse, damage, or destruction by any person of the other party’s confidential information (each, an “Incident”). Notification may be delayed as required by law enforcement to prevent any impediment(s) to its investigation of the Incident. Each party will be deemed to have discovered an Incident when its executive officers have actual knowledge there has been an Incident. Each party agrees to cooperate with law enforcement in accordance with applicable law in connection with any Incident. In the event of an Incident, the party that suffered the Incident will, at its sole cost and expense, institute appropriate measures to prevent any recurrence of the problem as soon as is commercially practicable.

5. Term and Termination.
   
   (5a). Initial Term. The term of the Contract will commence on the Service Start Date set forth in the Service Order and, subject to early termination as set forth herein, continue for the full term set forth in the Service Order (the “Initial Term”).
   
   (5b). Renewal Terms. Upon expiration of the Initial Term and, subject to early termination as set forth herein, the term of the Contract will automatically renew for additional successive one (1)-year terms (each, a “Renewal Term” and together with the Initial Term, the “Term”), unless either party provides written notice of non-renewal to the other party at least 30 days prior to the end of the Initial Term or then-current Renewal Term.

(5c). Termination and Suspension. The Contract may be terminated (or OutSolve may suspend any or all Services) before the scheduled expiration of the Term, as follows:

(i). OutSolve may terminate the Contract (or suspend any or all Services) effective upon written notice to the Client, if Client (A) fails to make any payment called for under the Contract when due, and such failure has continued for three or more days or (B) breaches any of its obligations in Section 4(a) or 4(b) above;

(ii). The Client may terminate any or all Services in accordance with Section 8(j) below; and

(iii). Either party may terminate the Contract (or, in the case of OutSolve, suspend any or all Services), effective upon written notice to the other party, if: (A) such other party fails to observe or perform any of its obligations in the Contract (other than those obligations addressed in Section 5(c)(i) above), and such failure has continued for 30 or more days after such party receives written notice from the other party specifying the nature of the alleged breach; (B) any express representation or warranty made by such other party in the Contract is shown to be inaccurate in any material respect; (C) such other party voluntarily commences any proceeding or files a petition seeking liquidation, reorganization or other relief under any bankruptcy, receivership or similar law; or (D) an involuntary proceeding is commenced or petition is filed against such other party seeking liquidation, reorganization or other relief in respect of such party under any bankruptcy, receivership or similar law, and such proceeding or petition is not dismissed within 60 days after first initiated.

(5d). Effects of Termination.

(i). Upon any expiration or termination of the Contract in accordance with its terms, the Contract will terminate and become void and of no further force and effect. Each party’s right of termination under Section 5(c) above is in addition to any other rights it may have under the Contract or otherwise, and the exercise of a right of termination will not constitute an election of remedies and will not relieve either party of liability for any breach of the Contract.

(ii). Upon any expiration or termination of the Contract each party agrees to return or destroy all of the other party’s confidential information in accordance with Section 4(b) above.

(iii). If the Initial Term is greater than one year and OutSolve terminates the Contract pursuant to Section 5(c) before the scheduled expiration of the Initial Term or the Client attempts to terminate the Contract or cancel any Services before the scheduled expiration of the Initial Term (other than in accordance with Section 5(c)(ii) or 5(c)(iii) above), then as liquidated damages and not as a penalty, the Client agrees to immediately pay OutSolve in a lump sum an amount equal to (i) 75% of the service fees that OutSolve would have received from the date of termination (or cancellation of Services) through the one-year anniversary of the date of termination (or cancellation of Services), plus (ii) 50% of the service fees that OutSolve would have received after the one-year anniversary of termination (or cancellation of Services) through the remainder of the scheduled expiration of the Initial Term. The Client agrees that damages would be difficult to calculate under these circumstances, and the foregoing amount constitutes reasonable liquidated damages and not a penalty, and constitutes a fair and reasonable estimate of the value of OutSolve’s services, lost opportunity, lost profit, and other damages.

(iv). If the Client cancels any Services or otherwise terminates the Contract (other than in accordance with Section 5(c)(iii) above), the Client will not be entitled to any refund of payments previously made.

(5e). Survival. Subject to the limitations and other provisions of the Contract, any provision that, in order to give proper effect to its intent, should survive such expiration or termination, will survive the expiration or earlier termination of the Contract for the period specified herein, or if nothing is specified, for a period of 12 months after such expiration or termination. 

6. Warranty, Liability, and Indemnification.

(6a.)Except as set forth below, OutSolve will perform the Services in accordance with generally accepted professional practices of the industry in the U.S.A. If errors or deficiencies occur and are confirmed by OutSolve, OutSolve agrees, at its option, to either (i) re-perform the Services in accordance with the Contract as required for correction of such errors or deficiencies or (ii) if re- performance is impractical, refund to the Client the portion of the compensation paid with respect to the erroneous or deficient portion of the Services, provided that for either (i) or (ii) the Client has given OutSolve prompt written notice of such errors or deficiencies in reasonable detail within 12 months following completion of the applicable Services. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE CONTRACT, OUTSOLVE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ITS I-9 SERVICE OR ANY I-9 DATA, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND/OR FITNESS FOR A PARTICULAR PURPOSE. This Section 6(a) STATES THE LIMIT OF OUTSOLVE'S LIABILITY AND the CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR ERRORS AND DEFICIENCIES IN THE SERVICES, INCLUDING ERRORS OR DEFICIENCIES ALLEGED TO BE DUE TO NEGLIGENCE. EXCEPT AS SET FORTH IN THIS SECTION 6(a), the SERVICES ARE PROVIDED ON AN “AS IS, WHERE IS” BASIS “WITH ALL FAULTS,” AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND/OR FITNESS FOR A PARTICULAR PURPOSE.

(6b). Limitation of Liability. IN NO EVENT WILL DAMAGES BY EITHER PARTY HEREUNDER EXCEED THE TOTAL FEES PAID BY THE CLIENT DURING THE TWELVE MONTHS PRIOR TO THE ACT OR OCCURRENCE WHICH GIVES RISE TO THE CLAIM. THIS LIMITATION ON LIABILITY DOES NOT APPLY TO ANY THIRD-PARTY CLAIM FOR WHICH EITHER PARTY HAS AN OBLIGATION to indemnify THE other PURSUANT TO section 6(d) below.

(6C). No Liability for Consequential or Punitive Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE CONTRACT, IN NO EVENT will EITHER PARTY, OR ITS AFFILIATES, OR THEIR RESPECTIVE owners, DIRECTORS, OFFICERS OR EMPLOYEES, BE LIABLE FOR LOSS OF PROFITS, DOWNTIME, LOSS OF USE, LOSS OF REVENUE, OR FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE PERFORMANCE OF the contract, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, except where any such damages are payable to a third party for which either party has an obligation to indemnify the other pursuant to section 6(d)

(6D). Mutual Indemnification. Each party agrees to indemnify, defend and hold harmless the other party, its affiliates and its and their respective directors, officers, employees and agents from and against any and all claims, actions, suits, proceedings, liability, loss, damages, judgments, and expenses (including court costs and reasonable attorney fees) arising directly or indirectly out of third-party claims for damages to the extent caused by (i) any breach of the indemnifying party’s representations, warranties or covenants set forth in the Contract, (ii) any allegation that the indemnifying party’s information, data, processes, software, or materials misappropriate or infringe the intellectual property rights of the third party, or (iii) the indemnifying party’s grossly negligent acts or omissions or willful misconduct in connection with the Contract; provided, however, that (i) the party seeking to be indemnified pursuant to this Section 6(d) promptly notifies the indemnifying party of any claim for indemnity and cooperates fully in the defense of the claim, (ii) the indemnifying party may select counsel to defend any such claim, and (iii) the indemnifying party has sole control over the defense of the claim and will have the right to settle an indemnified claim without the prior written consent of the indemnified party, so long as a judgment or settlement does not impose any unreimbursed monetary or continuing non-monetary obligation on the indemnified party, and does not contain an admission of guilt or liability. NOTWITHSTANDING THE FOREGOING, OUTSOLVE’S OBLIGATION TO INDEMNIFY the CLIENT FOR ANY CLAIM, OTHER THAN A CLAIM ARISING FROM OUTSOLVE’S gross negligence or willful misconduct, will NOT Exceed THE AMOUNT OF INSURANCE COVERAGE AVAILABLE TO OUTSOLVE FOR SUCH CLAIM AS SET FORTH IN SECTION 7 below.

(6e.) Application. The provisions of this Section 6 apply irrespective of the basis of the claim, whether in equity or at law, in contract or in tort (including negligence or other fault), whether arising directly or indirectly from the performance or non-performance of the Contract, whether or not the loss or damage was foreseeable and will survive the performance or earlier termination of the Contract.

7.  Insurance. OutSolve agrees to maintain, at all times during the Term, the following insurance coverages with limits not less than those specified below.

(7a.) Worker’s Compensation coverage in statutorily required amounts for the applicable jurisdiction.

(7b). Employer’s Liability: $1,000,000 per occurrence, $1,000,000 aggregate.

(7c). Commercial General Liability: $2,000,000 per occurrence, $4,000,000 aggregate.

(7d). Auto Liability Coverage: $1,000,000 per occurrence, $1,000,000 aggregate.

(7e). Network / Cyber Security: $5,000,000 per occurrence, $5,000,000 aggregate.

(7f). Professional Errors and Omissions Coverage: $2,000,000 per occurrence, $4,000,000 aggregate.

8. Miscellaneous

(8a.) Professional Services. OutSolve is not engaged in the practice of law, engineering, or accounting and will not render any such licensed professional service pursuant to the Contract. Upon the Client’s request, OutSolve will work with the Client to identify appropriate providers of any such services, which may be engaged directly by the Client.

(8b). Governing Law and Forum Selection. All questions relating to the validity, interpretation, or performance of the Contract will be determined in accordance with the laws of the State of Delaware, disregarding any conflict of laws rules which may dictate the application of the laws of another jurisdiction. All suits hereunder will be brought solely in the Federal Court for the District of Delaware, or if that court lacks subject matter jurisdiction, in any Delaware State Court in Wilmington, Delaware. The United Nations Convention for the International Sale of Goods does not apply to the Contract.

(8c). No Waiver. The failure of either party to insist upon the other party's compliance with its obligations under the Contract in any one or more instances will not operate to relieve such other party from its duty to comply with such obligations in all other instances.

(8d). Assignment Neither party may assign its rights or obligations under the Contract without the prior written consent of the other party, except that either may assign its rights and obligations hereunder without such consent to its successor by merger or consolidation or to a person, firm, or corporation acquiring all or substantially all of its business and assets. No assignment or transfer of its rights or obligations will release a party from its obligations and liabilities under the Contract, and the Contract will be binding upon and inure to the benefit of each party’s respective successors and assigns.

(8e.) Severability. If any provision of the Contract, or the application thereof to either party, is held illegal, unenforceable, or otherwise invalid by government promulgation or court decree (an "Invalid Provision"), such holding will not affect the other provisions or application of the Contract which can be given effect without the Invalid Provision, and to this end the parties agree that the provisions of this Contract are and will be severable and such Invalid Provision will be reformed with a legal, enforceable, and valid provision effecting as close as possible the intent and purpose of the Invalid Provision.

(8f). Notices. Any notice provided for herein must be in writing and will be deemed to have been properly given by either party to the other if such notice has been delivered in person, dispatched by a nationally recognized overnight courier service, mailed (postage prepaid), or emailed. Notices will be deemed duly given upon receipt by the receiving party or upon such party’s refusal to accept delivery.

(i). Notice to the Client must be directed to the mailing and/or e-mail address set forth in the Client’s online service application (which may be modified by the Client by providing notice to OutSolve).

(ii). Notice to OutSolve must be directed to:

OutSolve, LLC

3330 West Esplanade Ave. South, Suite 301

Metairie, LA 70002

Attn: _____________

Email: _____________

OutSolve may modify its address and/or email address for notice by providing notice to the Client.

(8g). Entire Contract. This Contract, including the applicable Service Order and attachments, constitutes the entire agreement between the parties pertaining to the subject matter hereof and may not be modified orally or otherwise than by written instrument executed on behalf of each party by the duly authorized representative of such party.

(8h). Waiver of Jury Trial. EACH PARTY AGREES TO WAIVE AND HEREBY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY ACTION, SUIT, PROCEEDING, DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THE CONTRACT OR THE SERVICES.

(8i). Force Majeure. Except with respect to the payment of money, neither party will be responsible for any failure or delay in the performance of any obligations to the extent that failure is caused by acts of God, acts of terror, flood, fire, labor disputes, acts or omissions of the other party, non-delivery or delays in delivery by any other supplier of goods or services deliverable under the Contract, or other causes beyond such party’s reasonable control.

(8j). Right to Modify. OutSolve reserves the right to modify the Services from time to time. If OutSolve reasonably believes that the modification to any Service may materially degrade the Service, then (i) OutSolve will provide to the Client reasonable notice of the change, and (ii) the Client may terminate the Service by providing at least 30 days’ written notice to Termination will be effective 90 days after notice from the Client unless the parties mutually agree in writing to a later date. If the Client fails to provide timely notice in accordance with this Section 8(j), it will be deemed to have accepted the modification of the Service.

(8k). Signatures. The Contract, including the Service Order and any attachments, may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument, and a facsimile, electronic signature, or computer-printed attachment or weblink acknowledgment will be deemed an original signature and document of each party (and execution of the Service Order will constitute acceptance and execution of these Terms).

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Service Level Agreement (SLA): Form I-9 Section 1 Link Initiation

• • OutSolve currently maintains a 24-hour (business hours) SLA for processing new hire or rehire data and generating the corresponding Form I-9 Section 1 initiation link. This ensures timely delivery of the Section 1 link following data ingestion.
  • Future Enhancement: We are implementing automation to streamline this process further—generating and sending the Section 1 invitation as soon as data is received, identifying individuals who require I-9 completion.

Service Level Agreement (SLA): Agent Appointments

• • Maximum Wait Time: Agents will wait up to Five (5) minutes for a scheduled verification appointment to begin. If employees do not join in five (5) minutes, then the appointment will be cancelled and a new appointment will need to be scheduled.
  • No-Show Protocol: If the employee does not arrive or is not ready within the 5-minute window, the session will be marked as a failed verification attempt.
  • Rescheduling: Clients may request to reschedule a failed session.

This policy is designed to maintain scheduling integrity and ensure timely service for all clients.