Terms of Service

1. DEFINITIONS

1.1 “Site” means our website located at fullstaff.com, including any subdomains and related web pages.

1.2 “Services” means the staffing recruitment and staffing management services we provide, including administrative and operational support (e.g., office or remote-work arrangements, HR administration, payroll coordination, accounting support, and compliance support) as described on the Site and/or in an Order Form or Service Agreement.

1.3 “Order Form” means any order, statement of work, signup flow, or similar ordering document that specifies Services, pricing, and commercial terms.

1.4 “Service Agreement” means any separate written agreement between Client and FullStaff governing the Services.

1.5 “Client Data” means information, data, materials, and content Client or its users provide to FullStaff, or to Personnel in connection with the Services, including personal data where applicable.

1.6 “Personnel” means individuals who perform services for Client in connection with the Services and who are employed by FullStaff LLC or one of its affiliates, including PhotoUp Inc. (FullStaff’s parent company) and PhotoUp Philippines Corporation (a wholly owned subsidiary), as applicable to the engagement.

1.7 “Highly Sensitive Information” means (a) credentials that provide access to financial accounts or permit transactions (including online banking credentials, ACH/wire instructions, payment app logins, or cryptographic keys), (b) full payment card data (including full card number, magnetic stripe data, CVV/CVC, and PIN), (c) government-issued ID numbers, tax IDs, or authentication secrets, and (d) any other information that, if compromised, could reasonably enable financial fraud or identity theft.

1.8 “Restricted Personnel” means any Personnel (or candidate) who (a) is employed by FullStaff LLC or an affiliate and (b) was assigned to Client, performed services for Client’s benefit, or was introduced to Client by FullStaff in connection with the Services.

1.9 “Non-Identifiable Data” means aggregated, anonymized, and/or de-identified data derived from Client Data and/or usage of the Services that does not identify Client or any individual.

2. ELIGIBILITY; ACCOUNT REGISTRATION

2.1 Minimum age and capacity. You must be at least eighteen (18) years old and able to form a binding contract to use the Site or Services.

2.2 Representations about identity and information. You represent and warrant that: (a) you are not impersonating another person or entity; (b) all information you provide is accurate and current; and (c) you will promptly update such information if it changes.

2.3 Account security. You are responsible for all activity that occurs under your account and for maintaining the confidentiality of your login credentials. Notify us promptly of any suspected unauthorized access.

3. RELATIONSHIP TO ORDER FORMS AND SERVICE AGREEMENTS; ORDER OF PRECEDENCE

3.1 Scope of these Terms. These Terms govern your use of the Site and, unless superseded, your use of the Services.

3.2 Precedence. If Client and FullStaff enter into a Service Agreement or Order Form that expressly governs the Services, then that Service Agreement or Order Form will control in the event of a conflict with these Terms, but only with respect to the subject matter of the conflict.

3.3 Default governing terms. If no separate Service Agreement applies, these Terms govern the Services.

4. DESCRIPTION OF SERVICES; CHANGES; AVAILABILITY

4.1 What we provide. FullStaff provides staffing recruitment and staffing management services, including administrative and operational support related to Personnel engaged for Client’s benefit, subject to the scope set forth on the Site and/or in an Order Form or Service Agreement.

4.2 Changes to the Site or Services. We may modify, suspend, or discontinue the Site or Services (in whole or part) at any time. If a change materially reduces core Service functionality for paying Clients, we will use commercially reasonable efforts to provide notice.

4.3 Maintenance and downtime. We may temporarily suspend access for maintenance, upgrades, or security reasons.

5. CLIENT RESPONSIBILITIES; DIRECTION; ACCEPTABLE USE

5.1 Client direction and responsibility. Client is solely responsible for: (a) providing timely, complete, and accurate instructions, requirements, and specifications for the work to be performed by Personnel; (b) supervising and controlling the day-to-day priorities, deliverables, and acceptance criteria for work performed for Client’s benefit; (c) ensuring that any tasks, instructions, materials, and requests are lawful and do not violate third-party rights; and (d) implementing appropriate operational, technical, and administrative safeguards for Client Data and Client systems, including access controls and security practices.

5.2 Appropriate use. Client will not (and will not allow others to) submit, transmit, or store any content that is illegal, deceptive, defamatory, threatening, obscene, infringing, invasive of privacy, or otherwise objectionable.

5.3 No resale. Client will not sublicense, resell, or provide the Site or Services for use by any third party except as expressly authorized in writing by FullStaff.

5.4 Compliance with law. Client will comply with all applicable laws and regulations in connection with Client’s use of the Site and Services, including privacy, data protection, and export control laws.

5.5 Security and interference. Client will not attempt to disrupt, compromise, probe, or access our systems or networks without authorization, or interfere with the operation of the Site or Services.

5.6 Suspension/termination for risk. We may suspend or terminate access to the Site or Services if we reasonably believe Client has violated this Section or if Client’s activity poses a security risk, creates legal exposure, or materially harms FullStaff or others.

5.7 Non-solicitation; no-poach.

1. (a) Restriction. During the term of any staffing engagement between Client and FullStaff and for twenty-four (24) months thereafter (or, if shorter, the maximum period permitted by applicable law), Client will not, directly or indirectly, solicit for hire, recruit, employ, engage as an independent contractor, or otherwise retain any Restricted Personnel, except with FullStaff’s prior written consent.
2. (b) General solicitations. This Section does not prohibit hiring resulting from general advertisements or solicitations not specifically targeted at Restricted Personnel; provided, however, that Client may not use such general solicitations to circumvent this Section.
3. (c) Permitted hire with fee. If Client wishes to hire or directly engage Restricted Personnel, Client may request written consent from FullStaff. If FullStaff provides consent, Client agrees to pay a conversion/placement fee equal to the greater of (i) twenty-five percent (25%) of the Restricted Personnel’s first-year base compensation (or, if compensation is not readily determinable, a reasonable good-faith estimate thereof) or (ii) three (3) months of the monthly service fee (or bill rate) applicable to that Restricted Personnel immediately prior to conversion, unless a different fee is stated in the applicable Service Agreement or Order Form.
4. (d) Acknowledgement; injunctive relief. Client acknowledges that FullStaff invests significant time and expense in sourcing, hiring, training, and retaining Personnel and that a breach of this Section would cause harm that may be difficult to quantify. In addition to other remedies, FullStaff may seek injunctive relief for breach of this Section to the extent permitted by law.

5.8 Highly Sensitive Information; financial access restrictions.

1. (a) No transaction permissions; no full card data. Client will not request, require, encourage, or permit Personnel to receive, store, transmit, or use Highly Sensitive Information. Without limiting the foregoing, Client will not provide Personnel with (i) transaction authority or permissions on any bank, brokerage, payment processor, or other financial account, (ii) login credentials or multi-factor authentication secrets that enable transactions, or (iii) full payment card data (including CVV/CVC or PIN).
2. (b) View-only access permitted. Client may provide Personnel with access to financial accounts only if such access is strictly view-only (read-only), does not permit initiating, approving, or releasing transactions, does not permit changing payees, payout destinations, account permissions, or security settings, and is implemented using least-privilege role-based access controls where available.
3. (c) Use of secure alternatives. Where Client requires payment-related processing or finance operations support, Client will use secure, role-based access controls and commercially reasonable safeguards (e.g., delegated access with least-privilege, audited workflows, and vendor tools designed for such access) and will ensure Personnel use only those mechanisms approved by Client’s security policies.
4. (d) Client responsibility and assumption of risk. Client is solely responsible for its internal access controls, authorization settings, and supervision related to any systems or accounts. If Client provides or allows access to Highly Sensitive Information in violation of this Section, Client assumes all associated risk and liability, and FullStaff will have no responsibility for losses arising from such access to the maximum extent permitted by law.

6. FEES; PAYMENT; TAXES; SECURITY COSTS

6.1 Fees and billing basis. Fees and payment terms for Services will be set forth in the applicable Order Form or Service Agreement. If no separate agreement exists, fees will be those listed on the Site at the time you order, and billing will be monthly in advance unless otherwise stated.

6.2 Billing; due dates. Invoices are due upon receipt unless the applicable Service Agreement states otherwise. We may charge your payment method on file at the time of invoice issuance.

6.3 Card fee. Credit card payments may be subject to a service fee (currently 3%) unless prohibited by law or stated otherwise in an Order Form.

6.4 Delinquency. Accounts are delinquent if not paid when due. We may suspend Services upon three (3) days’ notice for delinquent accounts or failed payments.

6.5 Interest and collection. Delinquent amounts may accrue interest at 1.5% per month or the maximum permitted by law, whichever is less, plus reasonable costs of collection (including attorneys’ fees and court costs).

6.6 Taxes. Fees exclude applicable taxes, levies, and duties. Client is responsible for all such taxes, excluding taxes based on FullStaff’s net income.

6.7 Invoice disputes. To dispute a charge, Client must notify us in writing within thirty (30) days of the invoice date with sufficient detail; otherwise, the invoice is final and not subject to dispute.

6.8 Security and acceptable use costs. If Client’s acts or omissions (including violations of Section 5, insecure credential sharing, or unauthorized access practices) cause or materially contribute to a security incident, investigation, remediation, chargebacks, fraud loss, regulatory inquiry, or third-party claim relating to Client systems or Client Data, Client will reimburse FullStaff for its reasonable, documented out-of-pocket costs incurred in responding, remediating, and/or assisting with such matters, to the maximum extent permitted by law.

7. CONFIDENTIALITY

7.1 Definition. “Confidential Information” means non-public information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with the Services that is designated as confidential or that reasonably should be understood to be confidential, including business plans, pricing, customer data, and trade secrets.

7.2 Protection and permitted disclosures. The Receiving Party will: (a) use Confidential Information only to perform or receive the Services; (b) not disclose it to any third party except to its employees, contractors, agents, and Personnel who need to know it for the permitted purpose and who are bound by confidentiality obligations at least as protective as these Terms; and (c) protect it using commercially reasonable safeguards.

7.3 Exclusions. Confidentiality obligations do not apply to information that the Receiving Party can demonstrate: (a) was known without restriction before receipt; (b) becomes publicly available through no fault of the Receiving Party; (c) is rightfully received from a third party without duty of confidentiality; or (d) is independently developed without use of the Confidential Information.

7.4 Compelled disclosure. If disclosure is required by law, the Receiving Party will, to the extent legally permitted, provide prompt notice and reasonably cooperate (at the Disclosing Party’s expense) to seek protective treatment.

7.5 Injunctive relief. Unauthorized use or disclosure may cause irreparable harm; the Disclosing Party may seek injunctive relief in addition to other remedies.

8. DATA; PRIVACY; COMMUNICATIONS

8.1 Ownership. As between the parties, Client retains all rights in Client Data. We do not claim ownership of Client Data.

8.2 Use of Client Data. We may use Client Data to provide, maintain, secure, and improve the Services; to comply with law; and as otherwise described in our Privacy Policy.

8.3 Non-Identifiable Data; AI training. FullStaff may create and use Non-Identifiable Data for analytics, benchmarking, security, quality assurance, service improvement, and training and improving machine learning and artificial intelligence models used in connection with the Services. Non-Identifiable Data will not identify Client or any individual, and FullStaff will not intentionally attempt to re-identify such data. As between the parties, Non-Identifiable Data is owned by FullStaff, and any models, learnings, and improvements derived from Non-Identifiable Data are part of FullStaff IP.

8.4 Security. We will use commercially reasonable administrative, technical, and organizational measures to protect Client Data against unauthorized access, disclosure, or use. No security measures are perfect; Client is responsible for selecting what Client Data it shares and for implementing appropriate safeguards on its side.

8.5 Marketing communications. You agree we may contact you regarding the Services via email, phone, and SMS where permitted by law. You may opt out of marketing messages at any time; transactional messages (e.g., invoices, security notices) may still be sent.

8.6 SMS. If you provide a phone number, you consent to receive texts from us at numbers we use for business communications. You can opt out by replying STOP (standard message and data rates may apply).

8.7 Privacy Policy. Our Privacy Policy (available on the Site) describes how we collect, use, and share personal data. To the extent there is a conflict between these Terms and the Privacy Policy regarding personal data, the Privacy Policy controls.

9. INTELLECTUAL PROPERTY; SITE CONTENT; FEEDBACK

9.1 Ownership of FullStaff IP. The Site and Services, including all software, workflows, text, audio, video, graphics, user interfaces, trademarks, logos, and related materials (“FullStaff IP”), are owned by FullStaff or its licensors and are protected by intellectual property laws.

9.2 License to Client. Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Site and Services for your internal business purposes during the applicable term.

9.3 Restrictions. You will not: (a) copy, modify, or create derivative works of the Site or Services; (b) reverse engineer, decompile, or attempt to extract source code; (c) access the Services to build or benchmark a competitive product; (d) frame or mirror the Services; or (e) remove or obscure proprietary notices.

9.4 Feedback. If you provide suggestions or feedback, you grant FullStaff a perpetual, irrevocable, worldwide, royalty-free right to use it without restriction or compensation.

10. THIRD-PARTY SERVICES; LINKS; COOKIES AND ADVERTISING

10.1 Third-party services. The Site may integrate with or link to third-party services. We are not responsible for any third-party services, content, or practices. Your use of third-party services is governed by their terms and conditions.

10.2 Cookies and advertising. We use cookies, pixels, and related technologies for Site functionality, analytics, and advertising purposes. By using the Site, you consent to our use of these technologies as described in our Privacy Policy. You may adjust your browser settings to manage cookies; however, some features may not function properly if cookies are disabled.

11. TERM; SUSPENSION; TERMINATION

11.1 Term. These Terms are effective when you first access the Site or use the Services and continue until terminated.

11.2 Termination of Services. The term and termination of paid Services will be as stated in the applicable Service Agreement or Order Form. If none applies, either party may terminate Services for convenience upon thirty (30) days’ written notice, and for cause immediately if the other party materially breaches and fails to cure within ten (10) days after written notice (or immediately if the breach is incurable).

11.3 Effect of termination; survival. Upon termination: (a) your right to access and use the Services ceases; (b) amounts owed become immediately due; and (c) Sections intended to survive will survive, including Sections 5.7, 5.8, 6, 7, 8.3, 9, and 12–15.

12. DISCLAIMERS

12.1 No warranties. THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, FULLSTAFF DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

13. LIMITATION OF LIABILITY

13.1 Exclusion of certain damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL FULLSTAFF OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE SITE OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

13.2 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF FULLSTAFF FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SITE OR SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO FULLSTAFF FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Jurisdictional limitations. Some jurisdictions do not allow certain exclusions or limitations; in those jurisdictions, liability is limited to the maximum extent permitted by law.

14. INDEMNIFICATION

14.1 Client indemnity. Client will indemnify, defend, and hold harmless FullStaff and its affiliates and their respective officers, directors, employees, agents, and representatives from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) Client’s use of the Site or Services; (b) Client Data; (c) Client’s violation of these Terms or applicable law; or (d) Client’s instructions or direction to Personnel, except to the extent caused by FullStaff’s gross negligence or willful misconduct.

15. MISCELLANEOUS

15.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles.

15.2 Venue. Any dispute arising out of or relating to these Terms will be brought exclusively in the state or federal courts located in Delaware, and each party consents to personal jurisdiction and venue there.

15.3 Assignment. Client may not assign these Terms without our prior written consent; we may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all assets.

15.4 Notices. Notices must be in writing and will be deemed given when delivered by email and confirmed by the receiving system, or when delivered by nationally recognized overnight courier. We may send notices to the email associated with your account.

15.5 Severability; waiver. If any provision is unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver.

15.6 Entire agreement. These Terms, together with any Order Form, Service Agreement, and referenced policies (including the Privacy Policy), constitute the entire agreement regarding the Site and Services and supersede prior or contemporaneous understandings on that subject matter.

15.7 Changes to these Terms. We may update these Terms from time to time by posting the updated version on the Site and updating the Effective Date. Changes are effective when posted. Your continued use after changes become effective constitutes acceptance.