For the purposes of these Terms of Service, "Consultant" refers to GXHR Inc dba Fraction.work, a Delaware Corporation, and "Client" refers to your business.

‍1.  Engagement of Services.  Subject to these Terms of Service, Consultant will render ongoing services as requested by Client. Client may issue Project Assignments to Consultant describing specific deliverables and associated requirements (each, a “Project Assignment”). Except as otherwise provided in an applicable Project Assignment, Consultant will be free of control and direction from the Client (other than general oversight and control over the results of the Services), and will have exclusive control over the manner and means of performing the Services, including the choice of place and time.

‍2.  Billing and Compensation.  Client will pay Consultant the fee set forth for Services rendered pursuant to these Terms as Consultant’s sole compensation for such Services.  Consultant will be reimbursed only for expenses that have been approved in advance in writing by Client, provided Consultant has furnished such documentation for authorized expenses as Client may reasonably request. Upon termination of this Agreement for any reason, Consultant will be paid fees on the basis stated in the Agreement and any applicable Project Assignment. Unless otherwise provided in a Project Assignment, payment to Consultant of undisputed fees will be due promptly following Client’s receipt of an invoice.
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Consultant will bill Client on a monthly basis for Services performed, with invoices sent in the middle of each monthly period, and with the invoice due one week prior to the end of the monthly period. Client will accept payment electronically via wire, ACH, or credit card, with credit card payments incurring an additional transaction fee of up to 3%.
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2.1 Story Point Definition and Methodology. For engagements utilizing story point-based compensation structures, the following definitions and methodology shall apply:

‍Story Point System: Consultant employs a modified Fibonacci scale (1, 2, 3, 5, 8, 13, etc.) to estimate the relative effort and complexity of tasks. Story points represent a unit of measure for expressing the overall effort required to fully implement a task or deliverable, accounting for factors including but not limited to complexity, technical risk, uncertainty, and volume of work.

‍Task Decomposition: Any task initially estimated at 5 story points or greater will be decomposed into smaller sub-tasks, each of which will be individually pointed. This ensures granular tracking and more accurate effort estimation. The sum of sub-task story points may differ from the initial estimate due to improved understanding gained through decomposition.

‍Story Point Valuation: The story point value of each task or sub-task will be determined by Consultant's proprietary AI-based software system, which analyzes task requirements, historical data, and complexity factors. While professionals performing services may provide input regarding story point valuations, Consultant retains sole discretion in determining final story point values.

‍Illustrative Examples: The following examples are provided for reference purposes only and do not constitute binding definitions:

1 Story Point Examples:
- Update error message text in a user authentication flow
- Add a new field to an existing API response that's already available in the database
- Update environment variables in a staging deployment configuration
- Add a new option to a static or config-based dropdown menu

3 Story Point Examples:
- Implement client-side form validation, using a known validation library
- Add CSV export functionality to an existing UI data table
- Create a new email notification template for password resets using the existing email service
- Add a new filter, like "Filter by Status," to a report, completing both the UI element and simple backend logic

5 Story Point Examples: (Note that these would typically be broken into sub-tasks and re-pointed)
- Implement a new REST API to create/update team member lists
- Add a real-time webhook with retry logic for status update events
- Build a usage dashboard component showing monthly active users from a new data source
- New settings page where users can toggle a few email preferences: UI + backend to fetch/save the settings

8+ Story Points: Tasks of this magnitude will always be decomposed into smaller units for accurate estimation.

Story point values are relative measures within Consultant's system and may be refined over time as Consultant's AI-based software evolves. Any updates to the story point methodology will be communicated to Client with reasonable notice.

2.2 Story Point Guarantee. For engagements utilizing story point-based compensation structures, the following guarantee and proration rules shall apply:

Monthly Story Point Assignment: At or before the commencement of each monthly billing period, Client must assign tasks totaling at least the minimum monthly story point target specified in the applicable Project Assignment or proposal. Client's assignment of tasks shall be documented in writing (including via Client's project management system).

Full Fee Conditions: Client shall pay the full monthly fee when:
- Consultant successfully completes tasks with total story point value at or above the monthly minimum specified in the engagement terms
- Client assigns fewer story points than the monthly minimum specified in the engagement terms
- Client fails to assign the requisite story points by the seventh (7th) day of the monthly period
- Client materially delays task assignment, specification, or clarification such that timely completion becomes impracticable.

Proration for Non-Delivery: If Client assigns the minimum required story points in a timely manner and the assigned tasks are not completed within the monthly period, the monthly fee will be prorated based on the percentage of assigned story points actually completed. For example, if 75% of the story point target is completed, Client will be invoiced for 75% of the monthly fee.

Carry-Over and Credits: Story points completed in excess of the monthly minimum do not carry over to subsequent months unless explicitly agreed in writing. Incomplete story points that are subsequently completed in a following month will be credited toward that month's target, not retroactively applied.

Good Faith Requirement: Both parties agree to act in good faith regarding task assignment and completion. Client will provide reasonably detailed task specifications and timely responses to clarification requests. Consultant will provide regular progress updates and prompt notice of any impediments to completion.

3.  Ownership of Work Product. Consultant hereby irrevocably assigns to Client all right, title and interest worldwide in and to any deliverables, ideas, concepts, processes, discoveries, developments, formulae, information, materials, improvements, designs, artwork, content, software programs, other copyrightable works, and any other work product created, conceived or developed by Consultant (whether alone or jointly with others) for Client during the term of this Agreement, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights therein (collectively, the “Work Product”). Consultant retains no rights to use the Work Product and agrees not to challenge the validity of Client’s ownership of the Work Product. Consultant agrees to execute, at Client’s request and expense, all documents and other instruments necessary to confirm such assignment, including without limitation, any copyright assignment or patent assignment provided by the Client. Client will reimburse Consultant for any reasonable out-of-pocket expenses incurred by Consultant in fulfilling its obligations under this section.

‍4.  License to Preexisting IP. Consultant agrees not to use or incorporate into Work Product any intellectual property developed by any third party or by Consultant other than in the course of performing services for Client (“Preexisting IP”) unless the Preexisting IP has been specifically identified and described. In the event Consultant uses or incorporates Preexisting IP into Work Product, Consultant hereby grants to Client a non-exclusive license to use, reproduce, distribute, create derivative works of, publicly perform and publicly display in any medium or format, whether now known or later developed, such Preexisting IP incorporated or used in Work Product.

5.  Representations and Warranties.  Consultant represents and warrants that: (a)the Services will be performed in a professional manner and in accordance with industry standards and the Work Product will comply with the requirements set forth in any applicable Project Assignment, (b) the Work Product will be an original work of Consultant, (c) Consultant has the right and unrestricted ability to assign the ownership of Work Product to Client as set forth in Section 3 (including without limitation the right to assign the ownership of any Work Product created by Consultant’s employees or contractors), (d) neither the Work Product nor any element thereof will infringe upon or misappropriate any copyright, trademark, trade secret, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory or common law, (e)Consultant has an unqualified right to grant to Client the license to Preexisting IP set forth in Section 5, (f) none of the Work Product incorporates any software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Client, except as expressly agreed by the Client in writing, and (g) Consultant will comply with all applicable federal, state, local and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability, and other contributions.

‍6.  Independent Contractor Relationship.  Consultant’s relationship with Client is that of an independent contractor, and nothing in these Terms is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship between Client and any of Consultant’s employees or agents. Consultant is not authorized to make any representation, contract or commitment on behalf of Client. Consultant’s employees will not be entitled to any of the benefits that Client may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits.  Because Consultant is an independent contractor, Client will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of Consultant or its employees.

7.  Confidential Information.  During the term of this Agreement and thereafter Consultant (i) will not use or permit the use of Client’s Confidential Information in any manner or for any purpose not expressly set forth in this Agreement, (ii) will hold such Confidential Information in confidence and protect it from unauthorized use and disclosure, and (iii) will not disclose such Confidential Information to any third parties except as set forth in this section and in Section 9 below. Consultant will protect Client’s Confidential Information from unauthorized use, access or disclosure in the same manner as Consultant protects its own confidential information of a similar nature, but in no event will it exercise less than reasonable care. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between Client and Consultant, nothing in this Agreement shall limit Consultant’s right to report possible violations of law or regulation with any federal, state, or local government agency. “Confidential Information” as used in this Agreement means all information disclosed by Client to Consultant, whether during or before the term of this Agreement, that is not generally known in the Client’s trade or industry and will include, without limitation: (a) concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of Client or its subsidiaries or affiliates; (b) trade secrets, drawings, inventions, know-how, software programs, and software source documents; and (c) information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers and customers.  Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to Client or Consultant in the course of Client’s business.  Confidential Information does not include information that (x) is or becomes a part of the public domain through no act or omission of Consultant, (y) is disclosed to Consultant by a third party without restrictions on disclosure, or (z) was in Consultant’s lawful possession without obligation of confidentiality prior to the disclosure and was not obtained by Consultant either directly or indirectly from Client.

8.  Consultant’s Employees, Consultants and Agents.  Consultant shall have the right to disclose Confidential Information only to those of its employees, consultants, and agents who have a need to know such information for the purpose of performing Services and who have entered into a binding written agreement that protects Client’s rights and interests in and to the Confidential Information to at least the same degree as these Terms.  

‍9.  Term and Termination.

9.1     Term.  The initial term of this Agreement is for 30 days from the Engagement of Services set forth in Section 1. Thereafter, these Terms will automatically renew monthly.

‍9.2   Termination Without Cause. 30 days after start date, Client may terminate without cause by providing written notice (“Cancellation Notice”) to Consultant. Once Cancellation Notice has been received, Agreement will continue for a final monthly period. Any proration of the final period and invoice will be done in quarter-period increments. Client may request alternate personnel to fulfill obligations under this contract at any time, whether as part of a Termination Request or to fulfill ongoing obligations under the contract.

‍9.3  Termination for Cause.  Either party may terminate immediately in the event the other party has materially breached these Terms and failed to cure such breach within 3 days after notice by the non-breaching party is given.

9.4   Survival. The rights and obligations contained in Sections 3 (“Ownership of Work Product”), 5 (“Representations and Warranties”),7 (“Confidential Information”), 11 (“Non-solicitation”), and 12 (“Placement”) will survive any termination or expiration of these Terms.

10. No Conflicts.  Consultant will refrain from any activity, and will not enter into any agreement or make any commitment, that is inconsistent or incompatible with Consultant’s obligations under these Terms, including Consultant’s ability to perform the Services. Consultant represents and warrants that Consultant is not subject to any contract or duty that would be breached by Consultant’s entering into or performing Consultant’s obligations under these Terms or that is otherwise inconsistent with these Terms.

11.  Non-solicitation. Consultant agrees that during the Term of this Agreement, and for one year thereafter, Consultant will not either directly or indirectly, solicit or attempt to solicit any employee, independent contractor, or consultant of Client to terminate his, her or its relationship with Client in order to become an employee, consultant, or independent contractor to or for any other person or entity.

‍12.  Placement. Client agrees to promptly notify Consultant if any employee, consultant or independent contractor of Consultant begins providing services to Client outside this Agreement (each, a “Placement”). Client agrees that during the Term of this Agreement and for one year thereafter, Client will pay a fee (“Placement Fee”) for each individual instance of Placement. The Placement Fee will be $24k USD (or as specified in the applicable Project Assignment). The Placement fee will be due immediately upon the start of such Placement.

‍13.  Notices.  Any notice required or permitted by these Terms will be in writing and will be delivered as follows with notice deemed given as indicated:  (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt;(iii) by email transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice will be sent to such addresses as either party may specify in writing.

‍14.  Governing Law.  These Terms will be governed in all respects by the laws of the United States of America and by the laws of the State of Delaware, without giving effect to any conflicts of laws or principles that require the application of the law of a different jurisdiction.

‍15.  Severability.  Should any provisions of these Terms be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.

‍16.   Waiver of Breach. The waiver by a party of a breach of any provision of these Terms by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach.