CLIENT TERMS OF SERVICE

The following terms and conditions are applicable to all entities who fill out a Request for Proposal or those who use the website to receive information:

1. Each entity represents and warrants that (i) it is duly organized and validly existing under the laws of its jurisdiction of organization; (ii) it has full power and authority to accept these Terms and Conditions and to perform its obligations as a Entity hereunder; (iii) the person who has executed these Terms and Conditions on its behalf is duly authorized to do so; (iv) all of the information provided by the Entity to Axis Group LLC regarding, among other things, its locations, business and operations as well as the services it desires to acquire is true, correct and complete.

2. Each entity acknowledges and agrees that (i) the information that it provided to Axis Group LLC regarding its operations and the services it desires to acquire (the “Entity Data”) will be made available by Axis Group LLC to those PEO Providers selected by Axis Group LLC to receive the Entity Data are selected in accordance with the then current procedures and criteria of Axis Group LLC for identifying PEO Providers suitable for providing the services desired to be acquired by the Entity based solely upon the Entity Data and information supplied to Axis Group LLC by such PEO Providers and not by any independent investigation conducted by Axis Group LLC; (ii) Axis Group LLC makes no representation or warranty concerning the accuracy of the information supplied to it by the PEO Providers or concerning the qualifications or abilities of the PEO Providers that it selects to receive the Entity Data; (iii) Axis Group LLC does not warrant, endorse, sponsor or otherwise vouch for any PEO Provider or any of its officers, directors, agents or employees or guarantee or otherwise provide any assurance as to the performance of any services by any PEO Provider or the quality, value, timeliness or other characteristics of such services and (iv) the terms of the agreement between the Entity and any PEO Provider and the terms on which the PEO Provider provides services to the Entity are the sole responsibility of the Entity and the PEO Provider.

3. Each Entity shall look solely to any PEO Provider that provides services to such Entity, and not to Axis Group LLC, for all claims, damages, losses, penalties, obligations, liabilities, costs and expenses arising out of or relating to the provision by any PEO Provider of services to that Entity, to any of its affiliates or to any other person or entity recommended by that Entity or any omission or failure to perform such services or any willful, intentional or negligent action or omission by any PEO Provider or any of its officers, directors, agents or employees and shall not hereafter commence or maintain, or assist or participate in the prosecution of any action or proceeding before any court, administrative tribunal or arbitrator against Axis Group LLC arising out of or relating to any of the foregoing.

4. AXIS GROUP LLC EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES PROVIDED BY THE PEO PROVIDERS. AXIS GROUP LLC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS (EVEN IF AXIS GROUP LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RESULTING FROM THE PATRONAGE OF ANY PEO PROVIDER BY ANY ENTITY.

5. All pronouns, defined terms and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person, firm, or corporation may require. The words "herein," "hereof" and "hereunder" and other words of similar import refer to these Terms and Conditions as a whole, and not to any particular section, subsection or clause contained in these Terms and Conditions.

6. These Terms and Conditions contain the entire agreement between Axis Group LLC and each Entity with respect to the subject matter hereof; supersede all prior written agreements and negotiations and oral understandings, if any, and, except as provided herein, may not be amended, supplemented or discharged, except by performance or by an instrument in writing signed by all of the parties hereto.

7. These Terms and Conditions are intended only for the benefit of Axis Group LLC and the Entities and not for the benefit of any PEO Provider or any other third party and shall not be deemed to give any rights or remedies to any such PEO Provider or other third party whether referred to herein or not.

8. No action taken pursuant to these Terms and Conditions, including any investigation by or on behalf Axis Group LLC, shall be deemed to constitute a waiver by Axis Group LLC of compliance with any representation, warranty, covenant or agreement made by any Entity. No delay or omission to exercise any right, power or remedy accruing to Axis Group LLC hereunder shall be construed to be a waiver of any such breach or default, or any acquiescence therein, or a waiver of any similar breach or default theretofore or thereafter occurring.

9. These Terms and Conditions shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida applicable to agreements made and to be performed entirely in such jurisdiction, without giving effect to the conflicts of law principles thereof. Each Entity agrees that all actions or proceedings arising in connection with these Terms and Conditions and the relationship created hereby shall be tried and litigated only in the State and Federal courts located in Hillsborough County, Florida. Each Entity waives, to the extent permitted under applicable law, any right it may have to assert the doctrine of forum non conveniens or to object to venue to the extent any proceeding is brought in accordance herewith.

10. In the event any Section, or any provision within any Section, of these Terms and Conditions is declared by a court of competent jurisdiction to be void, invalid, illegal or unenforceable, such Section or provision shall be deemed severed from the remainder of these Terms and Conditions and of no further force or effect solely for the purpose of such court proceeding; and the balance of these Terms and Conditions shall remain in full force and effect for such purposes. Such declaration shall not effect the enforceability of the severed Section or provision in any other circumstances, with respect to any other Entity or at any other times or for the purposes of any other court proceeding, such severed Section or proceeding being in such circumstances, with respect to each other Entity and at such times and in such proceedings deemed in full force and effect and a part of these Terms and Conditions.

11. Nothing in these Terms and Conditions shall be construed or inferred to imply that any Entity is a partner, joint venturer or otherwise associated with Axis Group LLC. No Entity shall represent to others nor shall it take any action from which others could reasonably infer that Axis Group LLC is a partner of or joint venturer with Axis Group LLC.

12. AXIS GROUP LLC AND ANY ENTITY MAY REQUIRE THE ARBITRATION OF ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE RELATIONSHIPS CONTEMPLATED HEREBY. ANY PARTY MAY INITIATE AND REQUIRE ARBITRATION BY GIVING NOTICE TO THE OTHER SPECIFYING THE MATTER TO BE ARBITRATED. IF LEGAL ACTION IS ALREADY PENDING ON ANY MATTER CONCERNING WHICH THE NOTICE IS GIVEN, THE NOTICE SHALL NOT BE EFFECTIVE UNLESS GIVEN BY THE DEFENDANT THEREIN AND GIVEN BEFORE THE EXPIRATION OF THIRTY (30) DAYS AFTER SERVICE OF PROCESS ON THE PERSON GIVING THE NOTICE. EXCEPT AS PROVIDED TO THE CONTRARY IN THESE PROVISIONS ON ARBITRATION, THE ARBITRATION SHALL BE CONDUCTED IN TAMPA, FLORIDA, AND IN CONFORMITY WITH AND SUBJECT TO APPLICABLE RULES AND PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION (OR ANY SUCCESSOR THERETO), EXCEPT THAT THE PARTIES SHALL BE ENTITLED TO DISCOVERY. IF THE AMERICAN ARBITRATION ASSOCIATION IS NOT THEN IN EXISTENCE AND THERE IS NO SUCCESSOR, OR IF FOR ANY REASON THE AMERICAN ARBITRATION ASSOCIATION FAILS OR REFUSES TO ACT THE ARBITRATION SHALL BE IN CONFORMITY WITH AND SUBJECT TO THE PROVISIONS OF APPLICABLE FLORIDA STATUTES (IF ANY) RELATING TO ARBITRATION AT THE TIME OF THE NOTICE. THE ARBITRATORS SHALL BE BOUND BY THESE TERMS AND CONDITIONS. PLEADINGS IN ANY ACTION PENDING ON THE SAME MATTER SHALL, IF ARBITRATION IS REQUIRED AS AFORESAID, BE DEEMED AMENDED TO LIMIT THE ISSUES TO THOSE CONTEMPLATED BY THE RULES PRESCRIBED ABOVE. UNLESS THE ARBITRATORS ALLOCATE THEIR FEES AND OTHER COSTS DIFFERENTLY, THE COSTS OF ARBITRATION, INCLUDING ARBITRATOR’S FEES AND COSTS, SHALL BE SPLIT EVENLY BETWEEN THE CLAIMANT ON THE ONE HAND AND THE DEFENDANT(S) TO THE ARBITRATION ON THE OTHER HAND, PROVIDED, IF THERE IS MORE THAN ONE DEFENDANT, SUCH DEFENDANTS SHALL SPLIT THE COSTS NOTWITHSTANDING THE ABOVE. THE NUMBER AND SELECTION OF ARBITRATOR(S) SHALL BE IN ACCORDANCE WITH THE RULES PRESCRIBED ABOVE, EXCEPT THAT EACH ARBITRATOR SELECTED SHALL BE NEUTRAL AND FAMILIAR WITH THE PRINCIPAL SUBJECT MATTER OF THE ISSUES TO BE ARBITRATED. THE TESTIMONY OF WITNESSES SHALL BE GIVEN UNDER OATH, AND DEPOSITIONS AND OTHER DISCOVERY MAY BE ORDERED BY THE ARBITRATOR(S). THE RULINGS OF THE ARBITRATORS SHALL BE FINAL AND BINDING ON THE PARTIES.