Master Services Agreement (MSA)

By accessing, registering on, or using the Thareja AI platform and services, the following parties agree to be bound by the terms of this Master Services Agreement ("Agreement"):

1. Thareja Technologies Inc. ("Thareja AI"), a technology platform facilitating engagements between Clients and Remote Workers;

2. Client, an entity or individual engaging Remote Workers through Thareja AI;

3. Worker, an independent contractor providing services to Client via Thareja AI.

1. Scope of Services

1.1 Thareja AI is a SaaS platform that facilitates hiring, compliance, background checks, time tracking, and payment processing for Clients engaging Remote Workers.

1.2 Thareja AI does not employ or engage workers directly but acts as an intermediary providing technology and administrative functions.

1.3 Clients and Workers independently enter into engagements facilitated by Thareja AI.

2. Background Checks and Worker Verification

2.1 Background checks may be conducted via Checkr or another third-party service at the request of Clients.

2.2 Each Worker account is designated for a single individual, and account-sharing or worker-swapping is strictly prohibited. The software will time to time check in to ensure this.

3. Time Tracking and Payment

3.1 Workers must track time using the Thareja AI platform. Work may be performed and billed either on an hourly or monthly basis only, as agreed upon.

3.2 Once a timesheet is approved by the Client, payment is due immediately.

3.3 Approved timesheets are final and cannot be disputed after approval.

3.4 If timesheets remain unpaid beyond the grace period, the Client will be subject to late fees of 1.5% per month on outstanding amounts.

3.5 The grace period for unpaid timesheets is 7 days from the date of approval.

3.6 Rejected timesheets will not be paid, unless corrected and approved by the client.

3.7 If timesheets are neither approved nor rejected within 2 weeks, they will be automatically approved.

3.8 Any abuse of the time-tracking or payment system will result in permanent removal from the platform.

3.9 Abuse can be reported to legal@thareja.ai.

4. Change Requests and Additional Work

4.1 All change requests must be submitted via Thareja AI's task management system.

4.2 Changes are billable at the Worker’s standard rate unless otherwise agreed in writing.

5. Expenses

5.1 No expenses will be covered by the Client unless the Worker submits an expense report and receives written approval from the Client in advance.

6. Assignment and Subcontracting

6.1 Workers are prohibited from reassigning work or subcontracting services to other individuals or entities.

7. Payment Terms and Risk Assessment Hold

7.1 Payments are subject to a minimum 7-day hold for risk assessment before being released to Workers.

7.2 Clients must pay invoices upon timesheet approval, with a 7-day grace period before late fees apply.

8. Technical Direction and Security

8.1 Technical direction will be provided directly by the Client.

8.2 Workers must comply with all security, supervision, and standard procedures applicable to the Client’s environment.

8.3 Workers may not use unauthorized third-party software without Client approval.

9. Ownership and Intellectual Property

9.1 Any work product created under this Agreement is owned by the Client.

9.2 Workers may not claim ownership of deliverables created as part of their engagement.

10. Return or Deletion of Information

10.1 Upon completion or termination of a Worker and Client engagement, the Client has ten (10) business days to provide written instructions on the return or deletion of confidential information, files, and data.

10.2 If no instructions are received within that timeframe, the Worker shall return what is possible to be returned and permanently delete or destroy the remainder.

11. Independent Contractor Relationship

11.1 Workers are independent contractors and not employees of Thareja AI or the Client.

11.2 Workers are responsible for their own taxes, benefits, and insurance requirements.

12. Performance and Skills

12.1 Workers warrant that they possess the skills stated in their applications and resumes.

12.2 Workers agree to provide services at a high professional standard.

13. Non-Infringement and Software Integrity

13.1 Workers must ensure that all work complies with intellectual property laws.

13.2 No software or files delivered shall contain viruses, malware, or unauthorized tracking mechanisms.

14. Confidentiality and Non-Disclosure

14.1 Each party agrees to maintain the confidentiality of all confidential or proprietary information disclosed in connection with this Agreement or any engagement, including but not limited to trade secrets, business operations, technology, customer information, and pricing (“Confidential Information”).

14.2 Confidential Information may only be used for the purpose of fulfilling obligations under this Agreement and may not be disclosed to any third party without the prior written consent of the disclosing party.

14.3 The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years or as long as the information remains confidential, whichever is longer.

14.4 Confidential Information does not include information that

(a) was already known to the receiving party without obligation of confidentiality;

(b) becomes publicly known through no wrongful act of the receiving party;

(c) is rightfully received from a third party without breach of any obligation; or

(d) is independently developed without use of the Confidential Information.

15. Limitation of Liability and Platform Responsibility

15.1 Thareja AI provides a software platform that facilitates hiring, time tracking, and payment between independent Clients and Workers. Thareja does not provide services directly and is not responsible for the quality, timeliness, legality, or delivery of services performed by Workers or requested by Clients.

15.2 All engagements, deliverables, and outcomes are solely the responsibility of the Client and the Worker.

15.3 Clients are responsible for reviewing and approving timesheets. Once a timesheet is approved, all liability associated with that work transfers to the Client.

15.4 Thareja AI does not hold funds for work not approved. If a timesheet is not approved, Thareja takes no payment and bears no responsibility.

15.5 To the fullest extent permitted by law, Thareja Technologies Inc. disclaims all liability and responsibility for any damages, losses, or claims arising from engagements between Clients and Workers. Use of the Thareja platform is at your own risk.

15.6 In no event shall Thareja Technologies Inc. be liable for any indirect, incidental, special, consequential, or punitive damages or for any liability exceeding the fees paid to Thareja for platform access within the seven (7) calendar days prior to the claim.

15.7 Neither party shall be liable for any failure or delay in performing their obligations under this Agreement due to an Act of God or other causes beyond their reasonable control, including but not limited to natural disasters, war, terrorism, labor strikes, pandemics, or governmental restrictions.

16. No Jury Trial

: 16.1 The parties waive their right to a jury trial for any disputes arising from this Agreement.

17. Governing Law and Dispute Resolution

17.1 This Agreement shall be governed by and construed in accordance with JAMS arbitration rules.

17.2 Any disputes arising under or in connection with this Agreement shall be resolved through binding arbitration under JAMS. The arbitration shall be conducted remotely or in a mutually agreed location, and the decision shall be final and enforceable.

17.3 Dispute Resolution; Arbitration and Class Action Waiver Any dispute, claim, or controversy arising out of or relating to this Agreement, including the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved by binding arbitration on an individual basis. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association (AAA) or a similar arbitration provider agreed upon by the parties.

Class Action Waiver: Each party agrees that any arbitration or proceeding shall be limited to the dispute between the parties individually. To the fullest extent permitted by law, no arbitration or proceeding shall be joined with any other; there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

This clause shall survive termination of this Agreement.

18. Compliance for International Workers

18.1 Workers outside the U.S. must provide a W-8BEN form for tax compliance.

18.2 Workers are independent contractors and are solely responsible for determining their legal obligations, including compliance with any local labor, tax, or employment laws in the jurisdictions where they operate.

19. No Publicity Clause

19.1 Workers and Clients may not publicly disclose the identity of Thareja AI's clients or the details of work performed for clients without prior written approval.

19.2 Publicizing and promoting Thareja AI itself is encouraged.

20. Insurance

20.1 Workers are responsible for maintaining appropriate and adequate insurance coverage required by applicable laws and by Client request.

This includes, but is not limited to:

-Professional Errors and Omissions Liability Insurance,
-Comprehensive General Liability Insurance,
-Workers’ Compensation Insurance, and
-Comprehensive Automobile Liability Insurance.

20.2 This list is not exhaustive. Clients may require additional or higher levels of coverage, and Workers must comply with such requests.

20.3 Clients have the right to request to be named as an additional insured on any applicable insurance policies.

20.4 Workers must provide certificates of insurance or documentation upon request from the Client.

21. Statement of Work (SOW)

21.1 Each Worker engagement will be governed by an SOW (Statement of Work).

21.2 A copy of the SOW may be emailed to the Worker after it has been agreed upon.

21.3 The MSA will be publicly available on the Thareja AI website and governs all engagements unless explicitly modified in an SOW.

22. Termination and Platform Removal

22.1 Thareja AI reserves the right to remove any Client or Worker permanently for policy violations, abuse, or fraud at any time without any advance notice.

23. Severability

23.1 If any provision of this Agreement is found to be invalid, illegal, or unenforceable for any reason, the remaining provisions shall remain in full force and effect.

24. Waiver and Entire Agreement

24.1 A waiver of any breach or default of this Agreement shall not be deemed a waiver of any future breach or default. All waivers must be in writing.

24.2 This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements or understandings. No amendment or waiver shall be valid unless made in writing and signed by all parties.

25. Non-Circumvention (Workers)

25.1 Worker acknowledges that Thareja has a proprietary interest in the relationships it has with its clients, partners, and contacts. Worker understands that they may be introduced to these parties directly or indirectly through the course of their work. Worker agrees not to work directly or indirectly, in a paid or unpaid capacity, for any individual, company, or organization that Thareja introduces them to during the term of their engagement and for a period of 2 years following the termination of their engagement with Thareja, without obtaining the prior written consent of Thareja. Any breach of this provision shall be considered a material breach of this agreement and may result in legal action.

26. Salary Negotiations (Workers)

26.1 The Worker agrees to conduct all salary negotiations and discussions about compensation exclusively through the Thareja platform. Direct negotiations with Thareja’s Clients, partners, or contacts outside of this platform are prohibited and may result in immediate termination of engagement with Thareja.

26.2 Any breach of this section shall be considered a material breach of this Agreement and may result in permanent removal from the platform, legal action, and liability for damages resulting from such circumvention or unauthorized negotiation. Compensation terms offered through Thareja are final and binding; any changes must be processed via the Thareja platform. This ensures transparency and consistency in salary negotiations, maintaining professional integrity within the Thareja community.

27. Modification of Terms

27.1 Thareja reserves the right to modify, update, or change these Terms of Service at any time without prior notice. Any changes will be effective immediately upon posting the revised Terms of Service on the Thareja platform. Thareja will make best efforts to notify users of any material changes to the Terms of Service, such as through email or a prominent notice on the platform. However, it is the Worker’s responsibility to review the Terms of Service periodically for any updates or changes. The Worker’s continued use of the Thareja platform after the posting of any changes constitutes their acceptance of the revised Terms of Service. If the Worker does not agree to the revised Terms of Service, they must discontinue their use of the Thareja platform.

28. Non-Circumvention (Clients)

28.1 Clients acknowledge that Thareja Technologies Inc. has a proprietary interest in the relationships it has with its Workers, partners, and contacts. Clients understand that they may be introduced to these parties directly or indirectly through the course of their engagement with Thareja AI.

28.2 Clients agree not to hire, solicit, or otherwise engage directly or indirectly with any Worker introduced by Thareja AI during the term of this Agreement and for a period of two (2) years following the termination of their engagement, without obtaining prior written consent from Thareja Technologies Inc.

28.3 Any violation of this provision shall be deemed a material breach and may result in immediate termination and legal action.

29. No Data Extraction (Clients & Workers)

29.1 Clients and workers agree not to extract, scrape, download, copy, or otherwise remove any data, including resumes, contact information, or communications, from the Thareja AI platform without prior written authorization from Thareja Technologies Inc.

29.2 Unauthorized data extraction shall constitute a material breach of this Agreement and may result in legal and equitable remedies.

30. Salary Negotiations (Clients)

30.1 Clients agree to conduct all compensation discussions, including salary negotiations and rate changes, exclusively through the Thareja AI platform.

30.2 Direct discussions or agreements with Workers outside the platform are strictly prohibited and may result in account suspension, removal, or legal action.

31. Recruiting Fee (Clients)

31.1 If a Client elects to engage a Worker directly outside of the Thareja AI platform, the Client agrees to pay Thareja Technologies Inc. a recruiting fee equal to thirty percent (30%) of the Worker's estimated annual compensation, unless otherwise agreed in writing.

31.2 This fee must be paid within thirty (30) days of the Worker’s start date with the Client, and failure to pay may result in interest charges and collection actions. Thareja reserves the right to request for documentation to support salary negotiated.

32. Assignmemt

32.1 Neither party shall assign this Agreement nor any rights granted hereunder by sale, change in control, or otherwise without the prior written consent of the other party, which consent shall not be unreasonably withheld.

32.2 Notwithstanding the foregoing, Thareja Technologies Inc. may assign this Agreement or any rights granted hereunder to its Affiliates, or in connection with a reorganization, merger, acquisition, or the sale of all or substantially all of its assets or business operations, without the prior consent of the Client or Worker.

33. Mutual Indemnification

33.1 Each party (Client, Worker, and Thareja Technologies Inc.) agrees to indemnify, defend, and hold harmless the other parties and their respective employees, officers, directors, agents, and affiliates from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorney's fees) arising out of or related to their performance or non-performance under this Agreement, including but not limited to the risks and limitations described in Section 15.

33.2 Workers agree to indemnify and hold harmless Thareja AI and Clients against any claims arising from their work.

34. Acceptance

By continuing to use the Thareja AI platform or by accepting any Statement of Work (SOW), the Client and the Worker acknowledge that they have read, understood, and agreed to this Master Services Agreement. This Agreement is binding as of the date of registration or SOW acceptance, as recorded in the Thareja AI platform.

This policy is part of the Thareja AI Agreement as defined in our Terms of Use.