Legal Terms

1. NATURE OF SERVICES

The Hello Team LLC ("Provider") is a staffing, recruitment, and workforce management company. Provider recruits, employs, compensates, and administratively manages personnel ("Personnel") who are placed with clients ("Client" or "Recipient") to work under the Client's direction and control.

The services provided by The Hello Team LLC are, by default, staffing, recruitment, and HR management services. These services are not Business Process Outsourcing (BPO) unless the Client has entered into a separate, written BPO agreement with The Hello Team LLC specifically governing BPO services. The nature of services provided to each Client is determined by the description stated on each invoice issued by The Hello Team LLC. Only invoices that explicitly state "BPO Services" in the service description constitute BPO engagements and are governed by a separate BPO agreement. Invoices describing services using any other terminology, including but not limited to "staffing," "remote offshore staffing," "offshore staffing," "recruitment," "HR management," "personnel," "hours," or any similar description, confirm that the services are staffing, recruitment, and HR management services, are not BPO services, and are governed in full by these Terms and Conditions. In the absence of both a separately executed BPO agreement and an invoice explicitly stating "BPO Services," all services provided by The Hello Team LLC are staffing services and all terms herein apply in full.

Provider's role is limited to sourcing, recruiting, vetting, employing, compensating, and providing administrative HR support for Personnel. Provider does not manage, direct, supervise, or control the work performed by Personnel once placed with a Client. Provider does not operate, manage, or take ownership of any business process, workflow, work product, or output on behalf of Clients.

The Client exclusively determines what tasks Personnel perform, how they perform them, what tools and systems they use, what instructions they follow, and how the output of their work is used. The Client is solely responsible for all aspects of Personnel's day-to-day activities, assignments, and work product.

2. PROFESSIONAL LICENSING, CREDENTIALS, AND TITLES

Personnel placed by The Hello Team LLC may hold professional licenses, certifications, degrees, or credentials issued in their country of residence. These credentials are recognized solely in the jurisdiction in which they were issued and do not constitute licensure, certification, or authorization to practice any profession in the United States or any U.S. state or territory.

The Hello Team LLC makes no representation, warranty, or guarantee, express or implied, that any Personnel hold licenses, certifications, or credentials that are valid, recognized, or enforceable in the United States.

References to professional titles, degrees, credential abbreviations, or role descriptions (including but not limited to Architect, Engineer, PE, Attorney, Esq., Paralegal, CPA, Doctor, Physician, MD, Registered Nurse, RN, or any similar designation) anywhere in The Hello Team LLC's communications, including but not limited to invoices, proposals, job descriptions, emails, marketing materials, the Provider's website, and verbal or written correspondence, reflect qualifications earned in Personnel's home country only. Such references are used solely for internal categorization and identification purposes and shall not be interpreted, construed, or relied upon as indicating U.S. licensure, U.S. certification, or the legal authority to practice any regulated profession in the United States.

Clients may not rely on any title, credential, or designation appearing in The Hello Team LLC's communications as evidence or representation of U.S. licensure or credential verification. The Client is solely responsible for independently verifying any credentials, qualifications, or licensure status required for the specific tasks the Client intends to assign to Personnel.

3. CLIENT OBLIGATIONS AND PROHIBITED CONDUCT

By engaging Personnel through The Hello Team LLC, the Client acknowledges, agrees to, and assumes full responsibility for the following:

3.1 Lawful Use of Personnel

The Client shall ensure that all tasks, duties, assignments, and responsibilities given to Personnel comply with all applicable federal, state, local, and international laws, regulations, and industry requirements. The Client shall not direct, instruct, permit, or allow Personnel to engage in any activity that is unlawful, fraudulent, deceptive, or illegal, including but not limited to: fraudulent billing or insurance fraud; consumer fraud or deceptive trade practices; fraudulent or illegal telemarketing, robocalling, or scam operations; identity theft, phishing, or social engineering; unauthorized access to computer systems, databases, or confidential information; money laundering, tax evasion, or financial fraud; any activity that violates the Telephone Consumer Protection Act (TCPA), the FTC Act, or any comparable state or federal statute; or any other activity that violates federal, state, local, or international law.

3.2 Regulated and Licensed Activities

The Client shall not direct, instruct, or permit Personnel to engage in any activity that requires a U.S. professional license, certification, or authorization that the Personnel does not hold. This includes but is not limited to: signing, stamping, or certifying architectural or engineering plans or documents; diagnosing, treating, prescribing for, or providing clinical care to patients; conducting telehealth visits, medical examinations, or clinical assessments where U.S. licensure is required; providing legal advice, legal representation, or practicing law; preparing or filing tax returns, audits, or financial statements requiring CPA licensure; performing any other regulated professional service that requires U.S. licensure or certification.

The Client is solely responsible for understanding and complying with all licensing requirements applicable to their industry and the tasks they assign to Personnel.

3.3 Misrepresentation of Personnel

The Client shall not represent, advertise, introduce, display, or otherwise hold out any Personnel to the Client's own customers, patients, end users, regulators, or any third party as holding U.S. professional licenses, certifications, credentials, or qualifications that the Personnel do not possess. This includes but is not limited to: introducing Personnel as licensed U.S. engineers, architects, or design professionals to project stakeholders or regulatory bodies; representing Personnel as licensed U.S. attorneys, paralegals with U.S. bar admission, or certified public accountants to clients or courts; presenting offshore Personnel as licensed U.S. physicians, doctors, or medical professionals to patients; or any other misrepresentation of Personnel's professional status, credentials, or authority.

Any such misrepresentation constitutes a material breach of these Terms and may expose the Client to civil and criminal liability for which The Hello Team LLC bears no responsibility.

3.4 Supervision and Control

The Client assumes full and exclusive responsibility for supervising, directing, managing, and controlling all aspects of Personnel's work, including the nature and scope of assigned tasks, the quality and accuracy of work product, the manner in which work is performed, and the use of any output, deliverables, or results produced by Personnel. The Hello Team LLC has no obligation to supervise, monitor, review, or evaluate the work performed by Personnel.

4. LIMITATION OF LIABILITY AND DISCLAIMER OF RESPONSIBILITY

4.1 No Liability for Personnel Actions

The Hello Team LLC shall not be liable, responsible, or accountable, whether in contract, tort (including negligence), strict liability, or under any other legal or equitable theory, for any actions, errors, omissions, mistakes, negligence, misconduct, malpractice, intentional wrongdoing, or criminal conduct committed by Personnel while working under the Client's direction and control. This includes, without limitation:

Any professional malpractice, including but not limited to medical malpractice, legal malpractice, engineering errors, architectural defects, or accounting errors committed by Personnel;

Any personal injury, bodily harm, emotional distress, property damage, financial loss, or death caused by or resulting from the actions or omissions of Personnel;

Any errors in work product, reports, analyses, designs, documents, communications, or deliverables produced by Personnel;

Any violation of law, regulation, or professional standard committed by Personnel while acting under the Client's direction;

Any fraudulent, deceptive, harmful, or criminal activity engaged in by Personnel, whether directed by the Client or undertaken independently by Personnel;

Any damage to the Client's reputation, client relationships, or business operations resulting from Personnel's actions or work product.

4.2 No Liability for Third-Party Claims

The Hello Team LLC shall not be liable for any claims, lawsuits, demands, investigations, regulatory actions, administrative proceedings, or legal actions of any kind brought by any third party against the Client or against The Hello Team LLC arising from or related to:

The Client's use of Personnel for any purpose;

The work product, output, or services performed by Personnel under the Client's direction;

The Client's customers, patients, end users, or any other third party who interacts with or is affected by Personnel's work;

Any personal injury, wrongful death, malpractice, professional negligence, consumer fraud, regulatory violation, or other claim arising from tasks assigned to Personnel by the Client;

The Client's misrepresentation of Personnel's credentials, qualifications, licensure, or professional status to any third party;

Any insurance claim, malpractice suit, professional liability action, or regulatory investigation arising from work performed by Personnel under the Client's supervision.

4.3 No Criminal Liability

The Hello Team LLC shall not bear any criminal liability, regulatory liability, or legal accountability for any unlawful, illegal, or criminal acts committed by Personnel or directed by the Client. The Hello Team LLC has no visibility into, control over, or responsibility for the specific instructions, tasks, scripts, or activities that Clients assign to Personnel after placement. The Hello Team LLC does not monitor and has no practical means of monitoring how Clients utilize placed Personnel. Any criminal, regulatory, or legal consequences arising from the misuse of Personnel are the sole responsibility of the Client and/or the Personnel involved.

4.4 No Liability for Consequential Damages

Under no circumstances shall The Hello Team LLC be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages of any kind, including but not limited to loss of profits, loss of revenue, loss of business, loss of data, loss of goodwill, business interruption, reputational harm, or regulatory fines, arising from or related to the services provided, Personnel's actions, or the Client's use of Personnel, regardless of whether The Hello Team LLC has been advised of the possibility of such damages.

5. DATA SECURITY, HIPAA COMPLIANCE, AND CYBERSECURITY

The Hello Team LLC does not provide, manage, operate, or maintain any cybersecurity infrastructure, data storage systems, IT networks, or security protocols on behalf of Clients.

The Client is solely and exclusively responsible for their own cybersecurity and the protection of their data, systems, and networks. This includes, without limitation, compliance with the Health Insurance Portability and Accountability Act (HIPAA), the HITECH Act, state privacy and data breach notification laws, the Payment Card Industry Data Security Standard (PCI-DSS), and any other data protection or security regulation applicable to the Client's industry or operations.

The Client's cybersecurity responsibilities include: implementing and maintaining security measures sufficient to protect against unauthorized access, use, disclosure, alteration, or destruction of data; ensuring that all systems, networks, virtual environments, and infrastructure used by Personnel are owned, controlled, and secured by the Client; establishing access controls, authentication protocols, and monitoring procedures for all users of Client systems including placed Personnel; ensuring compliance with HIPAA Privacy, Security, and Breach Notification Rules where applicable, including the execution of any required Business Associate Agreements with appropriate parties; and maintaining secure remote access environments for Personnel working outside of the Client's physical premises.

The Hello Team LLC expressly disclaims any and all responsibility or liability for cybersecurity breaches, malware infections, ransomware attacks, unauthorized data access, data exfiltration, data loss, system compromise, or any other security incident arising from or connected to the Client's systems, networks, or infrastructure, including where such incidents result from the actions of placed Personnel, whether negligent, reckless, or intentional.

Personnel provide and maintain their own equipment, including laptops, desktop computers, headsets, and internet connectivity. The Hello Team LLC makes no warranty regarding the safety, performance, security, or compliance of Personnel equipment and assumes no liability related to it. The Client is responsible for providing secure virtual environments and systems for Personnel to access.

If The Hello Team LLC becomes aware of suspicious activity by Personnel, it will notify the Client and take appropriate action, which may include immediate termination of the Personnel's services. If the Client suspects improper activity by Personnel, the Client must immediately revoke all system and data access and notify The Hello Team LLC.

6. INDEMNIFICATION AND HOLD HARMLESS

The Client agrees to fully and unconditionally indemnify, defend, and hold harmless The Hello Team LLC, its owners, members, managers, directors, officers, employees, agents, contractors, affiliates, and their respective successors and assigns (collectively, "Indemnified Parties") from and against any and all claims, complaints, demands, causes of action, investigations, lawsuits, judgments, settlements, liabilities, losses, damages, fines, penalties, regulatory actions, government enforcement actions, criminal proceedings, administrative proceedings, third-party claims, and costs and expenses of any kind whatsoever (including reasonable attorney's fees, expert witness fees, court costs, arbitration fees, and litigation expenses), whether direct or indirect, known or unknown, asserted or unasserted, arising out of or in any way relating to:

Any action, behavior, error, omission, negligence, misconduct, malpractice, or intentional or criminal wrongdoing of Personnel, regardless of whether such conduct was directed by the Client or undertaken independently;

Any personal injury, bodily harm, emotional distress, wrongful death, or property damage caused by Personnel;

Any professional malpractice claim (including medical, legal, engineering, architectural, or accounting malpractice) arising from work performed by Personnel;

Any third-party claim, consumer complaint, patient complaint, or regulatory action resulting from the Client's use of Personnel or the Client's misrepresentation of Personnel's credentials or qualifications;

Any cybersecurity breach, data loss, unauthorized access, HIPAA violation, or security incident occurring within or connected to the Client's systems, networks, or data;

Any use, misuse, or handling of data, credentials, confidential information, or system access by Personnel or the Client;

Any claim by Personnel or any third party relating to their work conditions, treatment, compensation, safety, or relationship with the Client;

The Client's breach of any term or condition of these Terms, the Service Agreement, or any applicable law, regulation, or compliance obligation;

Any fraudulent, deceptive, or illegal activity conducted by the Client using Personnel provided by The Hello Team LLC.

This indemnification obligation is unconditional, survives the termination of any agreement between the parties, and applies regardless of whether The Hello Team LLC is named as a party, co-defendant, third-party defendant, or otherwise in any claim or proceeding.

7. INSURANCE AND RISK ALLOCATION

The Client is solely responsible for maintaining all insurance coverage necessary for their business operations, including but not limited to general liability insurance, professional liability (errors and omissions) insurance, medical malpractice insurance (where applicable), cyber liability insurance, workers' compensation insurance (to the extent required by law for the Client's own operations), and any other insurance required by law, regulation, or industry standard.

The Hello Team LLC does not provide professional liability, malpractice, or errors and omissions insurance coverage for Personnel's work product or professional activities performed under the Client's direction. The Client is responsible for ensuring that any professional work performed by Personnel is covered under the Client's own insurance policies.

8. BREACH, TERMINATION, AND REMEDIES

Any violation by the Client of the obligations described in these Terms, including but not limited to misrepresentation of Personnel credentials, use of Personnel for unlawful purposes, failure to comply with licensing or regulatory requirements, or failure to maintain adequate cybersecurity and data protection, constitutes a material breach.

Upon discovery of any such breach, The Hello Team LLC reserves the right to, at its sole discretion and without liability or obligation to the Client: immediately suspend all services; immediately remove all Personnel; terminate any and all agreements with the Client; pursue all available legal remedies, including damages, injunctive relief, and recovery of attorney's fees and costs; and report unlawful activity to appropriate law enforcement or regulatory authorities.

The Client remains liable for all outstanding balances, fees, and costs through the date of termination, and all indemnification and liability provisions survive termination.

9. DISCLAIMER OF WARRANTIES

THE HELLO TEAM LLC PROVIDES PERSONNEL ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE HELLO TEAM LLC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PROFESSIONAL COMPETENCE, OR SUITABILITY FOR ANY SPECIFIC TASK, PROJECT, OR INDUSTRY.

THE HELLO TEAM LLC DOES NOT WARRANT OR GUARANTEE THE QUALITY, ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY WORK PRODUCT, OUTPUT, OR DELIVERABLE PRODUCED BY PERSONNEL. THE CLIENT IS SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND APPROVING ALL WORK PRODUCT BEFORE RELYING ON IT OR DISTRIBUTING IT TO ANY THIRD PARTY.

10. BPO AND SEPARATE SERVICE AGREEMENTS

The Hello Team LLC may offer Business Process Outsourcing (BPO) services as a separate service line. BPO services are not included, implied, or assumed under these Terms or under any standard Service Agreement. BPO engagements require a separate, written BPO agreement with distinct terms, pricing, liability provisions, and scope of responsibility.

In the absence of a separately executed BPO agreement, all services provided by The Hello Team LLC are staffing, recruitment, and HR management services. No Client may claim or assert that services rendered constitute BPO services absent a separate written BPO agreement signed by both parties.

11. GOVERNING LAW, DISPUTE RESOLUTION, AND JURISDICTION

These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflict of law principles. Any dispute arising under or in connection with these Terms shall be resolved first through good-faith negotiations. If unresolved within 30 days, the matter shall be submitted to binding arbitration in Ocean County, New Jersey under AAA Commercial Arbitration Rules. The arbitrator's decision shall be final and binding, with costs shared equally unless otherwise determined by the arbitrator. The prevailing party shall be entitled to recover reasonable attorney's fees and costs.

12. GENERAL PROVISIONS

Entire Agreement: These Terms, together with any separately executed Service Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous representations, understandings, or agreements.

Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

Waiver: The failure of The Hello Team LLC to enforce any provision of these Terms shall not constitute a waiver of that provision or the right to enforce it at a later time.

Amendments: The Hello Team LLC reserves the right to update or modify these Terms at any time. Continued use of services after any modification constitutes acceptance of the updated Terms.

Survival: All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to indemnification, limitation of liability, disclaimer of warranties, and governing law.

Assignment: The Client may not assign or transfer any rights or obligations under these Terms without the prior written consent of The Hello Team LLC. The Hello Team LLC may assign these Terms without restriction.

Confidentiality: All information exchanged between the parties in connection with these Terms and any related services is confidential and shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law.