Master Service Agreement

• You pay the Customer Rate you entered for the Contract; no surcharge is added to it. Paying an invoice by card is optional and carries the card surcharge shown before you pay (Art. 6).
• Invoices are due on the net terms you set for the Contract (§5.3, §6.2).
• Approve or dispute each timesheet within 5 business days; a timesheet not disputed in that time is deemed approved (§5.2).
• The professionals are not Automate America's employees and not yours: each is an independent professional, an independent professional working through their own company, or a service partner's employee (Art. 3).
• Direct hire is free — there is no placement fee and no conversion fee (Art. 6).
• You may not engage a professional off the Platform after the Platform introduced you (§16.3).
• South Carolina law governs this Agreement; disputes are resolved under Article 14 (§15.1).

SERVICE PROVIDER:
Automate America, Inc., a South Carolina corporation
PO BOX 1638, Greer, SC 29652
("Automate America" or "Company")

CUSTOMER:
[Customer name, as recorded at acceptance]
[Customer address, as recorded at acceptance]
("Customer" or "Client")

WHEREAS, Automate America operates FEED, an online marketplace platform that connects Customers with skilled professionals ("Professionals");

WHEREAS, Customer desires to access the Platform to engage Professionals for skilled labor services;

WHEREAS, Automate America desires to provide Customer with access to the Platform and related administrative services;

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:

1.1 "Applicable Laws" means all federal, state, and local laws, regulations, and ordinances applicable to the subject matter of this Agreement.

1.2 "Confidential Information" means non-public information disclosed by either party, including business plans, technical data, customer data, and financial information.

1.3 "Contract" means an individual engagement between Customer and a Professional for specific services, facilitated through the Platform.

1.4 "Direct Job" means an engagement where Customer directly employs the Professional outside the Platform's payment system.

1.5 "Effective Date" means the date Customer accepts this Agreement.

1.6 "Personnel" means Customer's employees, agents, and representatives.

1.7 "Platform" means the FEED marketplace at https://automateamerica.com.

1.8 "Professional" means any individual or entity that offers services through the Platform.

1.9 "Services" means the marketplace platform services provided by Automate America.

1.10 "Standard Contract" means an engagement where payment is handled directly between Customer and Professional.

1.11 "White Glove Contract" means an engagement where Automate America facilitates payment processing and administrative services.

1.12 "Work Product" means all deliverables, materials, and intellectual property created by Professionals for Customer.

2.1 Platform Access

Automate America grants Customer a non-exclusive, non-transferable right to access and use the Platform during the Term for the purpose of:

• Posting Contracts and job opportunities
• Searching for and communicating with Professionals
• Engaging Professionals for services
• Managing timesheets and payments (White Glove Contracts)

2.2 Service Levels

Automate America will use commercially reasonable efforts to maintain Platform availability. However, the Platform is provided "as is" without service level guarantees.

2.3 Support

Automate America will provide reasonable customer support during normal business hours via email at support@automateamerica.com.

2.4 Modifications

Automate America may modify the Platform at any time. Material changes affecting Customer's use will be notified in advance when reasonably practicable.

3.1 No One Is an Employee of Automate America

No professional who performs work for Customer through the Platform is an employee of Automate America. Automate America does not withhold taxes for any professional, provide any professional employee benefits or workers' compensation, or act as any professional's employer of record. No independent professional, and no person supplied by a supplier company or a service partner, becomes an employee of Customer by reason of a White Glove Contract.

3.2 White Glove Contracts

On a White Glove Contract, Customer's contract is with Automate America, and Automate America's contract is with the supplier of the professional. Customer directs the scope, schedule, deliverables and site rules of the engagement.

3.3 The Three Kinds of Professional

The professional on a White Glove Contract is one of three kinds:

(a) An independent professional, who supplies services to Automate America as an independent contractor;

(b) An independent professional's own company, which is the supplier and contracts with Automate America; or

(c) A service partner's employee. A service partner is a company that employs its own people and applies them to Contracts. The service partner is the supplier and the employer of its own employees; they are never employees of Automate America.

3.4 Who Pays Whom

Customer pays Automate America the Customer Rate, for approved hours and approved expenses, on the net terms Customer set for the Contract. Automate America pays the supplier — the independent professional, the professional's own company or the service partner. A service partner pays its own employees.

3.5 A Marketplace, Not a Staffing Company

Automate America operates a marketplace. It is not a staffing company, a staffing or employment agency, a professional employer organization or a joint employer, and it does not control, direct, or supervise the work performed by professionals.

3.6 Standard Contracts and Direct Jobs

On a Standard Contract or a Direct Job, Customer deals with the professional directly: Customer contracts with and pays the professional directly (on a Direct Job, Customer hires the professional as its own employee), and Automate America is not a party to that engagement.

3.7 Platform Communications

Communications through the Platform (messaging, notifications) are facilitated by Automate America but represent direct communications between Customer and Professionals.

4.1 Worker Classification

FOR PROFESSIONALS CUSTOMER ENGAGES DIRECTLY (STANDARD CONTRACTS AND DIRECT JOBS), CUSTOMER IS SOLELY RESPONSIBLE FOR:

(a) Determining the proper classification of each such worker (employee vs. independent contractor) under all applicable federal, state, and local laws;

(b) Compliance with all classification tests including, but not limited to:

• IRS 20-factor test
• Economic realities test (DOL)
• ABC test (California AB5, Massachusetts, New Jersey, etc.)
• Common law (Borello) test
• State-specific tests

(c) All consequences of misclassification, including back taxes, penalties, and legal liability.

4.2 Employment Law Compliance

Customer is solely responsible for compliance with:

(a) Wage and Hour Laws:

• Fair Labor Standards Act (FLSA)
• State wage and hour laws
• Minimum wage requirements
• Overtime requirements
• Meal and rest break requirements

(b) Employment Taxes:

• Federal income tax withholding (if applicable)
• FICA taxes (if applicable)
• State income tax withholding (if applicable)
• Unemployment insurance taxes (if applicable)

(c) Benefits:

• Workers' compensation insurance (where required)
• Health insurance (if applicable under ACA)
• Other benefits required by law

(d) Anti-Discrimination:

• Title VII of the Civil Rights Act
• Age Discrimination in Employment Act
• Americans with Disabilities Act
• State and local anti-discrimination laws

(e) Other Employment Laws:

• OSHA safety requirements
• FMLA (if applicable)
• State-specific employment laws

4.3 Customer Acknowledgment

BY ENTERING INTO THIS AGREEMENT AND BY POSTING ANY CONTRACT, CUSTOMER ACKNOWLEDGES AND AGREES THAT:

(a) On a Standard Contract or a Direct Job, Customer, not Automate America, is the "hiring entity" for purposes of worker classification analysis; on a White Glove Contract, Article 3 applies and no professional is an employee of Automate America or of Customer;

(b) Customer has sole responsibility for determining whether each Professional Customer engages directly (Standard Contracts and Direct Jobs) should be classified as an employee or independent contractor;

(c) Automate America has provided no legal advice regarding worker classification;

(d) Customer has had the opportunity to consult with its own legal counsel regarding classification;

(e) Customer will indemnify Automate America for any classification-related claims.

4.4 Supervision and Direction

Customer is responsible for:

• Directing the work of Professionals
• Supervising Professional performance
• Evaluating work quality
• Providing necessary tools, equipment, and workspace
• Ensuring workplace safety

4.5 Accurate Information

Customer shall provide accurate information in all postings and communications, including:

• Job requirements and qualifications
• Work location and conditions
• Compensation and payment terms
• Duration and schedule requirements

5.1 Scope

For White Glove Contracts, Automate America provides:

• Timesheet submission and approval workflow
• Invoice generation
• Payment processing (via Stripe)
• 1099 tax reporting for Professionals

5.2 Timesheet Approval

Customer Responsibility:

(a) Customer shall review and approve timesheets submitted by Professionals within 5 business days of submission;

(b) BY APPROVING A TIMESHEET, CUSTOMER CERTIFIES THAT:

• The hours reported are accurate to Customer's knowledge
• The work was performed as described
• Customer, not Automate America, is responsible for wage law compliance
• Automate America provides administrative services only

(c) Timesheets not disputed within 5 business days are deemed approved.

5.3 Invoicing

• Automate America will invoice Customer for approved timesheets
• Invoices are due on the net terms Customer set for the Contract
• Late amounts may accrue interest at the rate stated on the invoice, not exceeding the maximum the law permits

5.4 Payment Processing

• Payments are processed through Stripe
• Customer must maintain valid payment information
• Failed payments may result in service suspension

5.5 Expense Reimbursement

• Expense reports must be approved by Customer
• Only documented expenses with receipts will be processed
• Customer may reject expenses not in compliance with the Contract

6.1 What Customer Pays

Customer pays:

• White Glove Contracts: the Customer Rate Customer entered for the Contract, for approved hours and approved expenses. Automate America takes a small variable percentage from the rate Customer enters before presenting the Contract to professionals; no surcharge is added.
• Standard Contracts: nothing to Automate America. Posting and hiring are free.
• Direct Jobs: nothing to Automate America. There is no placement fee and no conversion fee.

Automate America's other charges are for optional services Customer chooses to buy — boosts, paid ads and connection subscriptions — each priced on the purchase screen shown before Customer pays, and, if Customer chooses to pay a White Glove invoice by card, the card surcharge shown before Customer pays.

6.2 Payment Terms

• Invoices are due on the net terms Customer set for the Contract
• Custom payment terms may be negotiated

6.3 Fee Changes

Automate America may change the price of optional services (boosts, paid ads and connection subscriptions) with 30 days' notice.

6.4 Taxes

Fees exclude applicable sales, use, or other taxes. Customer is responsible for such taxes unless exempt.

7.1 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by either party, including but not limited to:

• Business plans, strategies, and financial information
• Customer and contractor lists, pricing, and data
• Technical specifications, software, source code, and algorithms
• System architecture, APIs, and security protocols
• Marketing plans and proprietary processes
• Any information marked "Confidential" or reasonably understood to be confidential

7.2 Obligations

Each party (as "Receiving Party") agrees to:

• Hold the other party's Confidential Information in strict confidence
• Use Confidential Information only for purposes of this Agreement
• Not disclose Confidential Information to third parties without prior written consent
• Limit disclosure to employees and advisors with a need to know who are bound by confidentiality obligations
• Protect Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care
• Not reverse engineer, disassemble, or decompile any Confidential Information

7.3 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Receiving Party
• Was known to the Receiving Party prior to disclosure, as evidenced by written records
• Is rightfully received from a third party without restriction
• Is independently developed without use of Confidential Information
• Is required to be disclosed by law (subject to Section 7.4)

7.4 Compelled Disclosure

If compelled by law to disclose Confidential Information, the Receiving Party shall:

• Provide prompt written notice to the Disclosing Party (to the extent legally permitted)
• Cooperate with efforts to obtain a protective order
• Disclose only that portion legally required
• Use reasonable efforts to ensure confidential treatment

7.5 Return or Destruction

Upon termination or request, the Receiving Party shall promptly:

• Return all Confidential Information and copies, OR
• Destroy all Confidential Information and certify destruction in writing
• Exception: Copies required by law or in automated backup systems (subject to continued confidentiality)

7.6 Professional Information

Information about Professionals obtained through the Platform is Confidential Information of Automate America and may only be used for engaging Professionals through the Platform.

7.7 Remedies

The parties acknowledge that breach may cause irreparable harm. The Disclosing Party shall be entitled to seek injunctive relief without posting a bond, in addition to any other remedies.

7.8 Survival

Confidentiality obligations survive for 5 years after termination or disclosure, whichever is later.

8.1 Platform IP

Automate America retains all rights to the Platform, including its technology, design, and branding. Customer receives no rights except the limited access granted herein.

8.2 Customer IP

Customer retains all rights to its own intellectual property, including job postings and business information.

8.3 Work Product

Ownership of Work Product created by Professionals is determined by the Contract between Customer and Professional. Automate America makes no claims to Work Product.

8.4 Feedback

Any suggestions or feedback provided by Customer regarding the Platform become Automate America's property.

9.1 Privacy Policy

Customer acknowledges receipt of Automate America's Privacy Policy.

9.2 Data Processing

For White Glove Contracts, Automate America processes payment and tax data as a service provider on Customer's behalf.

9.3 Customer Obligations

Customer shall:

• Comply with applicable data protection laws
• Obtain necessary consents from Personnel using the Platform
• Notify Automate America of data protection requests affecting Platform data

9.4 Data Security

Automate America implements reasonable security measures. See Privacy Policy for details.

10.1 Mutual Representations

Each party represents and warrants that:

• It has authority to enter into this Agreement
• This Agreement does not violate any other agreement
• It will comply with applicable laws

10.2 Customer Representations

Customer represents and warrants that:

• It has the financial capacity to pay for Services
• Information provided is accurate and complete
• It will comply with all employment and labor laws
• It will not use the Platform for illegal purposes

10.3 Automate America Representations

Automate America represents and warrants that:

• It has the right to provide the Services
• The Platform will perform substantially as described

10.4 No Other Warranties

EXCEPT AS EXPRESSLY PROVIDED, AUTOMATE AMERICA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11.1 Cap on Liability

AUTOMATE AMERICA'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

11.2 Exclusion of Damages

IN NO EVENT SHALL AUTOMATE AMERICA BE LIABLE FOR:

• Indirect, incidental, special, or consequential damages
• Punitive or exemplary damages
• Loss of profits, revenue, or data
• Business interruption
• Acts or omissions of Professionals
• Customer's violation of employment laws
• Worker classification claims
• Third-party claims against Customer

11.3 Essential Purpose

These limitations apply even if any remedy fails of its essential purpose.

11.4 Basis of Bargain

The limitations in this Article are a fundamental part of the bargain. Services would not be provided without these limitations.

12.1 Customer Indemnification

Customer shall indemnify, defend, and hold harmless Automate America and its officers, directors, employees, and agents from and against all claims, damages, losses, costs, and expenses (including attorneys' fees) arising from:

(a) Customer's use of the Platform;
(b) Customer's violation of this Agreement;
(c) Customer's violation of any law;
(d) Any claim that Customer misclassified a worker;
(e) Any wage, hour, or benefits claim by a Professional;
(f) Any employment-related claim by a Professional;
(g) Any claim arising from Customer's engagement of Professionals;
(h) Any claim by third parties related to Customer's Contracts.

12.2 Defense

Automate America may assume defense of any indemnified claim. Customer shall cooperate with the defense.

12.3 Survival

This indemnification survives termination indefinitely.

13.1 Term

This Agreement begins on the Effective Date and continues until terminated.

13.2 Termination for Convenience

Either party may terminate with 30 days' written notice.

13.3 Termination for Cause

Either party may terminate immediately upon:

• Material breach not cured within 15 days of notice
• Insolvency or bankruptcy
• Violation of law

13.4 Effect of Termination

Upon termination:

• Customer's access to the Platform ceases
• Existing Contracts may be completed or cancelled
• All fees incurred remain payable
• Confidentiality and indemnification survive

13.5 Outstanding Obligations

Termination does not affect:

• Payment obligations for services rendered
• Obligations under existing Contracts
• Indemnification obligations
• Confidentiality obligations

14.1 Informal Resolution

Before initiating formal proceedings, parties shall attempt good faith negotiation for 30 days.

14.2 Arbitration

Disputes not resolved informally shall be submitted to binding arbitration administered by JAMS under its Comprehensive Arbitration Rules.

14.3 Location

Arbitration shall be conducted in Greenville County, South Carolina or another mutually agreed location.

14.4 Class Action Waiver

CUSTOMER WAIVES ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS OR COLLECTIVE PROCEEDINGS.

14.5 Exceptions

Either party may seek injunctive relief in court for intellectual property infringement.

14.6 Attorneys' Fees

The prevailing party shall be entitled to reasonable attorneys' fees.

15.1 Governing Law

This Agreement is governed by the laws of the State of South Carolina without regard to conflict of laws.

15.2 Entire Agreement

This Agreement, together with the Site User Agreement (which carries the Terms of Service and the Privacy Notice), constitutes the entire agreement.

15.3 Amendments

Amendments must be in writing signed by both parties.

15.4 Waiver

No waiver is effective unless in writing.

15.5 Severability

If any provision is unenforceable, the remainder continues in effect.

15.6 Assignment

Customer may not assign without consent. Automate America may assign freely.

15.7 Force Majeure

Neither party is liable for failure due to circumstances beyond reasonable control.

15.8 Notices

Notices shall be sent to the addresses above, or as updated in writing.

15.9 Independent Contractors

The parties are independent contractors. No employment, partnership, or agency is created.

15.10 Third-Party Beneficiaries

There are no third-party beneficiaries.

15.11 Counterparts

This Agreement may be executed in counterparts.

16.1 Export Compliance

Customer shall comply with U.S. export laws and regulations.

16.2 Anti-Corruption

Customer shall comply with anti-corruption laws, including the FCPA.

16.3 Non-Circumvention

Customer shall not circumvent the Platform by engaging Professionals offline after initial connection.

AUTOMATE AMERICA, INC.

Signature: _______________________
Name: _______________________
Title: _______________________
Date: _______________________

CUSTOMER:

Signature: _______________________
Name: _______________________
Title: _______________________
Date: _______________________

[Individual Contracts shall reference this MSA and include specific terms including:

• Scope of work
• Professional(s) assigned
• Duration
• Rates and payment terms
• Special requirements]

[No platform fee is charged on any Contract:

• White Glove: the Customer Rate Customer enters for the Contract
• Standard: free
• Direct Jobs: free — no placement fee and no conversion fee]

White Glove Engagement — Contract [number]

1. PARTIES. This Schedule 1 is part of the Automate America Master Service Agreement ("Agreement") and applies it to the White Glove engagement for Contract [number], between Automate America, Inc., a South Carolina corporation, PO BOX 1638, Greer, SC 29652 ("Company," "Automate America," "we"), and the customer identified in the Parties block below ("Customer," "you"). It supplements, and is governed by, the Agreement and the Automate America Site User Agreement, both incorporated by reference.

2. SCOPE OF SERVICES. Company shall provide the White Glove engagement described in the Engagement Details, performed by the professional(s) identified in the Parties block and supplied under Article 3 of this Agreement. The scope, schedule, location, and deliverables are set out in the Engagement Details, which form part of this Agreement. Company may substitute a professional of equal qualification with reasonable notice to Customer.

3. WHITE GLOVE MANAGED MODEL. Under the White Glove model, Company acts as the contracting intermediary between Customer and the professional(s). Company manages: invoicing and payment, compliance documentation and tax reporting, timesheet and expense approval workflows, and dispute mediation. Customer's contractual relationship for the services is with Company, not directly with the professional(s).

4. COMPENSATION & PAYMENT. Customer shall pay Company the Customer Rate and any approved overtime, premium, per-diem, expense, and reimbursable amounts set out in the Compensation section of this Agreement, for hours and expenses approved through the FEED timesheet and expense workflow. Company takes a small variable percentage from the Customer Rate before presenting the engagement to professionals; no surcharge is added. Payment terms: the net terms stated in the Engagement Details, from invoice date. Late amounts may accrue interest at the rate stated on the invoice, not exceeding the maximum the law permits. Customer must dispute any charge in writing within fifteen (15) days of invoice receipt; undisputed amounts remain due. The amounts Company pays the professional(s) are confidential and are not disclosed in this Agreement.

5. PROFESSIONAL CLASSIFICATION. The professional(s) perform the services as independent contractors, through their own company as a supplier, or as employees of a service partner, as stated in the Engagement Details, and in no case as employees of Customer or of Company. Customer shall not exercise control over the professional(s) beyond directing the scope, schedule, deliverables, and site rules of the engagement.

6. INSURANCE. Company maintains insurance for its own operations; each supplier carries its own insurance under Section 7.2 of the Supplier Services Agreement, and Company does not insure the professional(s). Customer shall maintain appropriate insurance for its own operations and facilities.

7. CONFIDENTIALITY. Each party shall hold the other's non-public information in confidence, including rates, business practices, and any information marked or reasonably understood to be confidential, for three (3) years after the engagement. Standard carve-outs apply.

8. INTELLECTUAL PROPERTY. Work product created by the professional(s) in performing the services is the property of Customer as work made for hire, excluding Company's and the professional's pre-existing materials. Company retains rights to its proprietary methodologies and tools.

9. INDEMNIFICATION. Each party shall indemnify and hold harmless the other from third-party claims arising from its own breach, negligence, willful misconduct, or violation of law.

10. LIMITATION OF LIABILITY. Article 11 of this Agreement applies. Customer is responsible for workplace safety and compliance at its facilities.

11. DIRECT HIRE AND NON-SOLICITATION. Customer may hire a professional introduced through this engagement directly; Company charges no placement fee and no conversion fee. During the engagement and for twelve (12) months after, Customer shall not solicit Company personnel.

12. TERM & TERMINATION. Effective on Customer's acceptance; continues until the engagement is completed or terminated on the notice in the Engagement Details, or immediately for uncured material breach. Customer shall pay for all services rendered through termination. Sections 7–11, 13, and 14 survive.

13. GOVERNING LAW & DISPUTES. Articles 14 and 15 of this Agreement apply.

14. ELECTRONIC ACCEPTANCE (E-SIGN / UETA). Customer agrees that accepting this Agreement electronically — by checking the acceptance boxes (including confirmation of authority to bind Customer) and clicking the accept control — constitutes Customer's legally binding electronic signature under the federal ESIGN Act (15 U.S.C. §7001 et seq.) and UETA, with the same force and effect as a handwritten signature. The individual accepting confirms they are authorized to bind Customer (and, where Customer is a Business Group, the named entity). A copy is retained in Customer's FEED work dashboard and profile and may be downloaded or printed at any time.

15. ENTIRE AGREEMENT. This Agreement, together with the Site User Agreement and the Engagement Details, is the entire agreement between the parties regarding this engagement.

Questions: legal@automateamerica.com · 586-770-8083 · Automate America, Inc., PO BOX 1638, Greer, SC 29652 — A South Carolina Corporation.