Service Schedule

SERVICE SCHEDULE – Staffing Solutions

Last Updated: March 12, 2024

Effective Date: Effective Date of PSA

This schedule (“Schedule”) is incorporated into the Professional Services Agreement (“PSA”) in effect between such parties to the PSA. Capitalized terms not defined are defined in the PSA. 

1. Applicability. This Schedule applies to Services Neostella does for Customer involving third party (“Vendor”) software, cloud services, or platform (“Vendor Product”).
2. Definitions. – “Customer IP” means all IP Customer (i) owns (or licenses) as of the Effective Date, or (ii) creates outside the applicable SOW. – “Custom Developments” means all IP Neostella creates per an SOW that (i) is custom to Customer’s use of Services, or (ii) contains Customer IP or Customer’s Confidential Information. – “IP” means all code, data, documents, integrations, intellectual property, know-how, methodologies, processes, techniques, tools, and software.– “IP Rights” means a party’s right, title, and interest to certain IP.– “Neostella IP” means all IP Neostella (i) owns (or licenses) as of the Effective Date, or (ii) creates outside the applicable SOW.– “Tool” means all IP Neostella creates per an SOW that is not a Custom Development.– “Vendor IP” means Vendor Product (including IP) that Customer has separately licensed.
3. Custom Developments. Customer owns any Custom Developments deemed a “Work Made For Hire” per the United States Copyright Act, 17 U.S.C. § 101. If Custom Developments are not a “Work Made For Hire”, upon full payment under the applicable SOW, Neostella will (i) assign to Customer all right, title, and interest to Custom Developments, and (ii) reasonably help protect Customer’s rights to Custom Developments.
4. IP Warranty. Neostella represents and warrants that it (i) holds all IP Rights needed to perform Services and enable Customer’s use of Services; or (ii) has or will get all licenses needed for Customer’s use per this Schedule (“IP Warranty”). However, the IP Warranty does not apply to any Vendor IP. Neostella will indemnify (to the extent of the limit in the PSA) Customer against any losses due to breach of the IP Warranty.
5. License- Customer IP. Customer grants Neostella a non-exclusive, revocable, non-sublicensable, non-transferable (except per the PSA), worldwide license to use Customer IP to perform Services.
6. License- Custom Developments. Customer grants Neostella a non-exclusive, perpetual, non-revocable, sublicensable, transferable, worldwide license to use (or modify) Custom Developments for Neostella’s lawful business purposes, to the extent such use excludes Customer IP or Customer’s Confidential Information.
7. License- Vendor IP. Customer grants Neostella a non-exclusive, revocable, non-sublicensable, non-transferable (except per the PSA), worldwide license to use Vendor IP to perform Services. Customer represents and warrants that it holds all rights to Vendor IP necessary for Neostella to perform Services without violating Vendor’s (or any other third party’s) IP Rights.
8. License- Neostella IP. Upon full payment under the applicable SOW, Neostella grants Customer a non-exclusive, perpetual, revocable, non-sublicensable, non-transferable (except per the PSA), worldwide license to use any Neostella IP necessary for Customer to use Custom Developments or Tools. Customer will not share Neostella IP with any third party.
9. License- Tools. Upon full payment under the applicable SOW, Neostella grants Customer a non-exclusive, revocable, non-sublicensable, non-transferable (except per the PSA), worldwide license to use Tools (i) during Customer’s agreement with Vendor and (ii) as necessary for Customer to use Vendor Product. Customer will not share Tools with any third party.
10. Reservation of Rights. Neostella and Customer reserve all rights not granted to the other party under this Agreement.
11. Clients. Customer will be Neostella’s primary contact for any Services performed for Customer’s clients (“Clients”), and Neostella is not required to follow any directions by a Client or any third party. If any issue arises between a Client and Neostella, Neostella will resolve such issues solely with Customer. Customer is solely responsible for its obligations under its agreements with Clients, and for resolving any Client concerns under such agreements.
12. Workers. While the workers doing Services (“Workers”) are not Customer’s employees, Workers will take reasonable direction from Customer if consistent with the applicable SOW. Neostella will choose in its sole discretion where Workers do Services. For clarity, Workers may live (and work) outside the United States (including without limit in Colombia and Mexico) and will not do Services at Customer’s or any Client’s premises. Neostella remains responsible for Workers.
13. Workers- Replacement. If Customer asks Neostella to replace a Worker due to Worker’s unavailability for seven (7) or more business days (PTO and holidays excluded), Neostella will replace such worker within fifteen (15) business days after such request. In addition, if Customer asks Neostella to replace a Worker due to Worker’s (i) material noncompliance with this Agreement or (ii) failure to do Services to Company’s reasonable satisfaction, Neostella will have ten (10) business days to resolve such issues (“Resolution Period”). If such issues are unresolved when the Resolution Period ends, Neostella will then replace such Worker within fifteen (15) business days.
14. Workers- New. If a new Worker is added to an SOW, Neostella will use a ten (10) business day onboarding process. After such onboarding ends, the new Worker will be placed on the applicable project team. Customer will, within fifteen (15) days after such Worker is placed on the applicable project team, provide written feedback on such Worker’s performance. If Customer determines that such Worker’s performance is reasonably unsatisfactory, Neostella will (notwithstanding anything else in this Schedule) replace such Worker within fifteen (15) business days.
15. Workers- Background Checks and Qualifications. If applicable law allows, Neostella will run industry standard background checks on Workers. The Workers will be qualified, skilled, and trained.
16. Customer Responsibilities. Customer will, at its sole cost and expense (and ensure each Client) (i) consents to use of Workers; (ii) cooperates with Workers and Neostella regarding Services; (iii) consents to Workers’ access and use of personnel, networks, systems, software, data, products, materials, and equipment needed to perform Services; and (iv) agrees in writing, prior to a Worker starting work under an SOW, to terms substantially similar to this Schedule and the PSA regarding (as applicable) confidentiality, IP Rights and licenses, effect of termination, cooperation, and access.
17. Termination. Neostella may terminate this Schedule (including the PSA and the applicable SOW) as if Customer was the Defaulting Party if Neostella fails to complete any Services due to a Client’s acts or omissions. Upon such termination only, (i) any SOW will be deemed completed; and (ii) Customer will pay Neostella for all Services performed (as set forth below) along with any reimbursable expenses. If Services are provided on a “Time and Materials” basis, Customer will pay for Services performed per the applicable SOW. If Services are provided for a “Fixed Price”, Customer will pay for Services performed at the hourly bill rate in the SOW (or $200/hr if no rate is listed).
18. Pricing. Customer will pay the fixed price, regardless of whether Customer assigns enough work to the applicable Worker to fill all of such Worker’s allocated time. For example, if Customer buys all the time of a Worker to do Services for one (1) month, then one (1) month of Fees are due regardless of how much work Customer actually assigns.
19. Indemnification- Customer. Unless such dispute arose due to Neostella’s breach of this Agreement, Customer will indemnify Neostella against any and all losses relating to any third-party claim due to a dispute with a Client.

Previous Versions

February 29, 2024