Terms and conditions that apply to Employers

These Terms and Conditions constitute an Agreement between the Employer / Web Site User (hereinafter referred to as “Client”) and Gulfstaff LLC, GulfstaffExecutive, and The Gulfstaff Group. By registered on and utilizing the Gulfstaff LLC / GulfstaffExecutive web site, or any web site of The Gulfstaff Group, Client agrees to these Terms and Conditions and binds himself or herself and his/her employing organization to them. When operative as an Agreement, these are the Terms and Conditions under which Gulfstaff LLC / GulfstaffExecutive will provide web site usage and permanent placement and other staffing services to Client.

I. RESPONSIBILITIES OF GULFSTAFF LLC / GULFSTAFFEXECUTIVE:

1. Provide for use of Client a web site, or web sites, that may present candidates for employment and their resumes or other relevant information for free review by Client, and a place for Client to post job openings that may be available for free review by candidates. Posting of Client jobs and candidate resumes or other information shall be anonymous and no direct identification or contact information for either Client or candidates shall be posted or be available publicly through or on the web site. Any and all postings of job openings or candidates shall be at the sole discretion of Gulfstaff LLC / GulfstaffExecutive.

2. While Gulfstaff LLC / GulfstaffExecutive are not responsible for the truth or accuracy of information posted on the web site, Gulfstaff LLC / GulfstaffExecutive will take steps to bar or remove from the web site any postings, whether by candidates or employers, that it knows, or has substantial reason to believe, to be false, materially misleading, fraudulent, illegal, or pertaining to positions for which the likelihood of appropriate remuneration to the candidate is low or nil.

3. Gulfstaff LLC / GulfstaffExecutive shall serve as the sole conduit for contact between Client and candidate, and vice-versa, until such time as Gulfstaff LLC / GulfstaffExecutive determines it is appropriate for Client and candidate to communicate directly, at which time it shall release identifying information on both sides but only after obtaining the express permission of the parties to do so. Neither Client nor candidate shall circumvent this provision nor aid or abet its circumvention.

4. At option of either Client or Gulfstaff LLC / GulfstaffExecutive, provide for consideration by Client a candidate (singular form to include plural, as appropriate) for employment on a permanent or other placement basis, said candidate determined by Gulfstaff LLC / GulfstaffExecutive to be suitably qualified for Client position being filled based on requirements provided by Client whether in writing or in subsequent Schedules, Appendices, or Amendments attached to this Agreement, during the term of this Agreement, unless beyond the control of Gulfstaff LLC / GulfstaffExecutive.

5. At option of Client, be responsible for recruitment and preliminary pre-screening of candidate not otherwise appearing on the web site to determine if candidate background and experience, as represented by candidate, meet minimum requirements for position as provided by Client.

6. Brief candidate on requirements and terms of employment for position to be filled but not otherwise appearing on the web site, as provided by Client, in advance of introducing candidate to Client.

7. Unless as otherwise may be directed by judicial or other legal authorities, Gulfstaff LLC / GulfstaffExecutive shall protect the privacy of Client and shall not provide nor reveal Client’s identity, identifying information, or contact information to third parties except within the terms provided for in this Agreement.

II. RESPONSIBILITIES OF CLIENT:

1. Post only information that it believes to be truthful, correct, and accurate at the time of its posting on the Gulfstaff LLC / GulfstaffExecutive web site and to not publish any information it knows, or has substantial reason to believe, to be false, materially misleading, fraudulent, or illegal, nor to post any positions for which the likelihood of appropriate remuneration to the candidate is low or nil.

2. In the case of positions that Client wishes Gulfstaff LLC / GulfstaffExecutive to search for or otherwise specifically recruit a suitable candidate, to provide Gulfstaff LLC / GulfstaffExecutive with a complete and accurate job description and statement of specific minimum and preferred candidate qualifications and other relevant details concerning the position to be filled and the candidate or candidates sought by Client.

3. Review the qualifications description of candidates to determine that they possess the skill and experience required by Client for positions being filled.

4. Conduct Client's own interview, whether in person or by telephone, of candidate or candidates selected for consideration or recommended to fill Client's position to determine suitability of candidate or candidate to fill said position.

5. At option and cost of Client, arrange for and review results of any drug or alcohol screening tests of candidate or candidates proposed for Client position and, additionally at option of Client, arrange for and review results of any background checks, in-depth screening, checks of licenses, certifications, authorities, or work permits, as appropriate, and medical condition of candidate or candidates proposed, whether said screening or background checks are conducted by Gulfstaff LLC / GulfstaffExecutive or other third-party source.

6. Provide employee selected with a safe work place, with appropriate space, equipment, aides, and general or skill-specific supervision necessary within the standards applicable to the position being filled.

7. Agree not to discriminate illegally on the basis of a candidate's race, religion, color, nationality, sex, marital status, or age, or other basis covered by federal, state, and local anti-discrimination and civil rights laws, ordinances, regulations, or court judgments.

8. Unless as otherwise may be directed by judicial or other legal authorities, Client shall protect the privacy of candidates appearing on the Gulfstaff LLC / GulfstaffExecutive web site or otherwise provided to Client by Gulfstaff LLC / GulfstaffExecutive and shall not provide nor reveal candidates’ identity, identifying information, or contact information to third parties except within the terms provided for in this Agreement or by express written consent of Gulfstaff LLC / GulfstaffExecutive and the candidate or candidates affected.

9. Pay Gulfstaff LLC / GulfstaffExecutive's invoices Net Upon Receipt of invoice, and in no event later than 10 days from receipt of invoice or commencement of employment by Client of a candidate, whichever comes first, and to pay a late fee payment of 0.5% on any unpaid balances after 30 days from the invoice or employment commencement date, as appropriate, and commencing 36 days from the invoice or employment commencement date, an additional late fee of 0.087% per day in respect to any unpaid balance until paid or, at Gulfstaff LLC / GulfstaffExecutive's option, at the maximum legal rate, whichever is higher. CLIENT agrees to pay invoices to the payment agent and at such address as specified by Gulfstaff LLC / GulfstaffExecutive in its invoices. Client understands and agrees that Gulfstaff LLC / GulfstaffExecutive may terminate its services to Client at any time, including any web site access, without notice due to non-payment of invoices and Gulfstaff LLC / GulfstaffExecutive, its agents, representatives, and assigns may seek legal remedies against Client to recover fees and other charges owing from Client.

III. RATES:

The specific placement fee for each employee provided for permanent or other placement to Client by Gulfstaff LLC / GulfstaffExecutive will be set forth by subsequent specific Schedule, Appendice, or Amendment to this Agreement and, as appropriate, consecutive Schedules, Appendices, or Amendments attached to this Agreement. Rates offered by Client are subject to approval and acceptance by Gulfstaff LLC / GulfstaffExecutive, and Gulfstaff LLC / GulfstaffExecutive is under no obligation to accept Client-offered rates. In general, rates and fees charged by Gulfstaff LLC / GulfstaffExecutive fall within the following guidelines, which Client understands and agrees are general guidelines provided for informational purposes only:

1. Use of web site, including posting of job listings, review of resumes, contact through Gulfstaff LLC / GulfstaffExecutive, and related services: No fee or other charge.

2. Placement of candidates posted on the web site, or responding to Client postings on the web site, in which no extraordinary services on the part of Gulfstaff LLC / GulfstaffExecutive are required: 15% – 25% of total annual compensation package.

3. Placement of candidates identified and recruited by Gulfstaff LLC / GulfstaffExecutive through search services retained and determined by Client: 20 – 30% of total annual compensation package.

4. Other rates may be set by prior arrangement and agreement between Gulfstaff LLC / GulfstaffExecutive and Client, said rates taking into account volume and long-term relationships between the parties, difficulty of recruitment, level of placement, and other factors.

5. In the event Client is an independent placement, recruiting, search, or employment agent or agency working on behalf of a third-party employer, all placement fees paid by the employing party shall be split on a 50-50 basis between such Client and Gulfstaff LLC / GulfstaffExecutive, unless otherwise specifically agreed in advance.

6. For purposes of this Agreement, “total annual compensation package” shall be defined to include the annual salary, employer-paid benefits, and reasonably anticipated commissions, bonuses, and overrides, paid or anticipated to be paid to an employee or the account of an during the course of one full year commencing from the candidate’s employment start date.

7. In no event does Gulfstaff LLC / GulfstaffExecutive ever charge a placement fee to the candidate or employee. The use of the web site to post resumes and other personal information and to review job postings by employers is free to candidates for employment. Any value-added services that Gulfstaff LLC / GulfstaffExecutive may, at their sole option, from time-to-time offer to candidates for employment on a paid-basis shall be completely optional, and the costs of said services shall be stated and mutually agreed to in advance of commencement of any such services.

IV. LEGAL:

1. This Agreement shall be governed by the laws of the United States of America and the State of Mississippi, and both Client and Gulfstaff LLC / GulfstaffExecutive are subject to the jurisdiction of the applicable court for Harrison County, Mississippi, U.S.A.

2. Each party shall indemnify the other for all losses arising from either party’s failure to comply with all laws, rules, regulations, or provisions of this Agreement applicable to the performance of services by candidate or employee for the Client.

3. Client specifically acknowledges and agrees that while Gulfstaff LLC / GulfstaffExecutive makes every reasonable effort to ensure the suitability of candidates introduced to Client, Gulfstaff LLC / GulfstaffExecutive, unless otherwise stated in this Agreement or requested by Client and included in any subsequent Schedules, Appendices, or Amendments thereto, does not authenticate references, carry out examinations, establish that candidate possesses any necessary licenses, certifications, authorities, or work permits, nor warrant the integrity, capability, qualification, or suitability of candidates introduced to Client. Client should take whatever steps it deems necessary to satisfy itself as to all such matters, as well as the medical suitability of candidates, before engaging candidate. Notwithstanding any representation or information provided to Client, Gulfstaff LLC / GulfstaffExecutive accepts no liability whatsoever on behalf of itself, its officers, managers, employees, or agents, for any loss, expense, delay, or damage, pecuniary or otherwise, arising from the introduction or employment of any candidate. Client is strongly advised to obtain its own insurance against such matters. No warranties, condition, or representations, express, statutory, implied, or otherwise, are given to Client by Gulfstaff LLC / GulfstaffExecutive. Gulfstaff LLC / GulfstaffExecutive make no warranty or representation of any sort regarding serviceability of web site or of accuracy of information, from whatever source, posted to the web site.

4. If, within ninety (90) calendar days of Gulfstaff LLC / GulfstaffExecutive's placement of a candidate with Client, such permanently placed employee should cease to perform services for the Client, or if Client, for just cause, dismisses said employee, or requests that an employee be removed or replaced, Gulfstaff LLC / GulfstaffExecutive shall replace, at no additional cost or fee to Client, such employee with another employee acceptable to Client under terms of this Agreement. Such replacement of employee shall be the sole remedy available to Client from Gulfstaff LLC / GulfstaffExecutive and in no event shall Client be relieved of obligation to pay, or be entitled to refund or rebate of, the placement fee owing to Gulfstaff LLC / GulfstaffExecutive. Additionally, this provision shall only be operative if Client has paid all outstanding placement fees and/or costs owing to Gulfstaff LLC / GulfstaffExecutive in a timely manner, and in no event later than 10 days following commencement of employment with Client by candidate. Additionally, in such event Client will be responsible only for the remuneration to employee for the period of time or hours, as appropriate, actually worked by employee for Client, and Gulfstaff LLC / GulfstaffExecutive will not be liable to the Client for any loss or damage caused by an employee’s premature departure, removal, or replacement.

5. If any part of this Agreement is determined to be invalid, all other provisions shall remain in full force and effect.

6. This Agreement and any Schedules, Appendices, or Amendments subsequently attached thereto represents the sole Agreement for use of the Gulfstaff LLC / GulfstaffExecutive web site and for permanent placement of candidates between the parties, and supersedes all other prior negotiations and/or agreements.

7. Waiver by Gulfstaff LLC / GulfstaffExecutive of any provision contained herein does not affect the validity of any other provision of this Agreement.

V. COMMUNICATION:

Communication under this Agreement to Client will be addressed to Client’s email address as stated in Client’s web site registration:

Communication under this Agreement to Gulfstaff LLC / GulfstaffExecutive will be addressed to:

Frank J. Yacenda, Director & General Manager / Chief Placement Executive

Gulfstaff LLC / GulfstaffExecutive

2434 Pass Road, Suite E, Biloxi, MS 39531

Fax No.: (228) 385-8847

Email Address: info@gulfstaff.com or info@gulfstaffexec.com

Any Communication under this Agreement may first be transmitted by fax, email, or telephone, provided the original or substance of said Communication is subsequently transmitted by mail or courier in hard form within 48 hours to the receiving party, when the receiving party’s address is known, or as otherwise might be appropriate when a shorter notice period is called for.

VI. TERM:

Upon acceptance, both parties agree that the term of this Agreement shall be effective from the time of Client’s registration on the Gulfstaff LLC / GulfstaffExecutive web site and shall continue indefinitely so long as Client continues to access the Gulfstaff LLC / GulfstaffExecutive web site or engage candidates supplied by or through Gulfstaff LLC / GulfstaffExecutive, or in other cases for a period of one year. Agreement may be extended after stated ending date, with the mutual consent of both parties, with any extended ending date set out by Schedule, Appendix, or Amendment subsequently appended to this Agreement. Any contractual Agreement and/or extended contractual Agreement which does not provide a specific ending date, or which is designated “indefinite,” may be terminated with 30 days prior written notice by Client or Gulfstaff LLC / GulfstaffExecutive sent to the other party as provided in the section designated “COMMUNICATION” above unless terminable under another provision of the Agreement or Schedules, Appendices, or Amendments subsequently appended thereto. Any termination of this Agreement, whether premature or not, shall not abridge or eliminate any obligation of one party thereto to the other as otherwise called for by this Agreement, including any Schedule, Appendix, or Amendment subsequently appended thereto. Notwithstanding the foregoing, continued access of the Gulfstaff LLC / GulfstaffExecutive web site by Client shall constitute continued agreement to these Terms and Conditions.

VII. EXECUTION:

Person or persons registering for this web site as Employers, whether or not on behalf of their employing organizations, agree to bind themselves and their employing organizations to these Terms and Conditions as an Agreement. On behalf of Gulfstaff LLC / GulfstaffExecutive, Frank J. Yacenda, Director & General Manager of Gulfstaff LLC and Chief Placement Executive for GulfstaffExecutive, agrees and binds those organizations to these Terms and Conditions as an Agreement.

Gulfstaff LLC / GulfstaffExecutive