Student Terms and Conditions

Welcome to uflex LLC ("Uflex"), a platform designed to connect verified U.S.-based students with remote work opportunities offered by U.S.-based companies (the "Platform"). The Uflex Platform allows current college students ("Student") to create student profiles, and search for and apply to posted jobs. These Student Terms and Conditions ("Student Terms") govern the legal terms of agreements between Uflex and Students ("Agreement") as well as Students' use of Uflex Services. In the event of any conflict or inconsistency between the terms and conditions herein and any terms or conditions set forth in any signed Agreement between Uflex and Student, the terms and conditions set forth in the signed Agreement shall control.

1. Eligibility

Student must be enrolled in an accredited U.S.-based educational institution (including universities, colleges, community colleges, or vocational programs) to use the Platform. Proof of enrollment, such as a valid student ID, transcript, or enrollment verification letter, is required during registration. Student must be at least 18 years of age or older to participate in remote work opportunities through the Platform.

Student is responsible for ensuring compliance with U.S. federal, state, and local laws governing part-time work, internships, and remote employment.

2. Account Creation and Verification

Student must provide accurate personal, academic, and contact details during the registration process. Uflex may conduct background checks for identity and credential verification purposes. This may include, but is not limited to, verification of academic enrollment and personal identity.

Providing inaccurate or fraudulent information, or use of the Platform for purposes that violate these Student Terms, may result in the suspension or permanent closure of Student's account, including access to the Platform.

3. Use of the Platform

Student may use the Platform to browse and apply for remote work opportunities that fit their schedule and skills. All communication between Students and Clients prior to contracted employment must take place through the Platform to ensure transparency and accountability.

Upon accepting a job, Student is expected to complete the work within the agreed-upon timeframe and following the job's specifications. Failure to meet the agreed-upon terms could result in withheld payment and account suspension.

Security & Usage

Student understands that Uflex does not guaranty the security of any transmissions and will not be liable for any lack of security relating to the use of the Services. Notwithstanding the foregoing, Uflex agrees to use no less than a reasonable degree of care, including relevant industry-standard practices, to protect the security of any Student transmissions while providing Services to Student.

Client understands and agrees that (i) data submitted by Student will be stored in Uflex's Platform, and (ii) Student agrees to Uflex's Platform Terms and Conditions, found here: https://uflex.us/platformterms.

5. Relationship Status

Uflex does not supervise, monitor, direct or control the day-to-day activities of any Student or their performance of any job requirements or contractual obligations Student may have with Client. Uflex will have no responsibility or liability for any services or work performed by Student for Client.

The relationship of Student to Uflex is and will remain that of independent contractor. Nothing in these Student Terms will be construed to establish any employment, partnership, joint venture, fiduciary, franchisor or agency relationship between Uflex and Student. Neither party will have the power or authority to bind the other party or incur any obligations on the other party's behalf without the other party's written consent.

Student understands and agrees that neither access to the Uflex Platform nor the application to any jobs thereon creates any entitlement by Student to compensation, options, stock or other rights or benefits that may be accorded to Uflex employees, and Student specifically waives any and all right to same.

Students are responsible for ensuring that they comply with all applicable federal and state labor laws, including those related to taxation and work eligibility. Uflex does not collect or report any employment or income taxes for students.

Student agrees to indemnify Uflex for any claims, costs, losses, fees, penalties, interest or damages suffered by Uflex resulting from Student's failure to comply with this provision.

6. Payments and Fees

Student will be paid based on the agreed-upon terms of the job listing and Student's submission of time sheets. Payment for services performed by Student will be made through the Platform's secure payment processing system no later than ten (10) days after completion of work and upon receipt of funds from the hiring company. Students must provide valid U.S. bank account access to receive direct deposit (ACH) payments. Payments are processed upon successful completion of work and approval by the hiring company.

Fees for using the Platform (if applicable) will be deducted from Student's payment after the completion of the job. Full payment terms and conditions will be provided for each job listing.

Non-Circumvention

Subject to applicable law, Client is required to make all payments to Students through and using the Platform's secure payment system. No direct payments outside the Platform are allowed in connection with any Student or job listing on the Platform so as to avoid or circumvent payment of fees to Uflex. For the avoidance of doubt, Student may not seek or accept employment from a Client outside of the Platform or without proper compensation to Uflex.

7. Confidentiality

Student acknowledges that, through use of the Platform and during the engagement, Student will have access to and may become acquainted with information of a confidential nature regarding Clients by which they are hired, including, without limitation, non-public, proprietary, competitively sensitive and/or confidential information and material regarding Client's business and/or its operations, the unauthorized disclosure of which could cause significant harm to the Client (collectively, "Client Confidential Information"). Student agrees that it will not disclose any Client Confidential Information, directly or indirectly, or use it in any manner, either during the term of its engagement with Uflex or at any time thereafter, except as required in the course of this engagement or with the express prior written consent of the Client. Client Confidential Information will not include information which: (i) is now, or hereafter becomes, through no act or failure to act on Student's part, generally known or available to the public; (ii) was acquired by Student before receiving such information from the Platform or the Client and without restriction as to use or disclosure; (iii) is rightfully furnished to Student by a third party without restriction as to use or disclosure; or (iv) is independently developed by Student without use or access to the Client Confidential Information. The terms of this Section shall survive any termination of the engagement or relationship between Student and Uflex.

8. Deliverables

To the extent any information, content and/or materials are created, conceived or developed by a Student specifically for Client in connection with Student's performance of services contract for through use of the Platform ("Deliverables"), such Deliverables will be assigned to, and owned by, Client.

9. Termination of Account

Uflex reserves the right to terminate or suspend any account, with or without notice, if it is determined that the User has violated these Student Terms, engaged in fraudulent activity, or used the platform for illegal purposes.

Student may request account closure at any time by contacting our support team.

10. Dispute Resolution

In the event of a dispute between a Student and a Client regarding job performance or payment, both parties agree to attempt to resolve the issue through our internal dispute resolution process. Our team will mediate disputes based on available evidence, including job postings, communication logs, time sheets and payment records. Decisions made through the dispute resolution process are final and binding.

11. Disclaimers

Uflex provides a platform for connection and communication between Students and Clients but Uflex is not responsible for the actions or inactions of Platform users. Uflex disclaims all liability for the content, accuracy, completeness, legality, reliability or availability of any job listings or solicitations, career or Client pages, resume, information, screener questions or responses, or other content posted, sent or received through the Platform. Uflex also disclaims all liability for any disputes, damages, or losses resulting from interactions between Clients and Students.

THE UFLEX PLATFORM IS PROVIDED "AS IS" AND UFLEX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY STUDENT AGREEMENT OR THE SERVICES WE PROVIDE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

EXCEPT WITH RESPECT TO DAMAGES INCURRED WITH REGARD TO CLAIMS OF MISUSE OR MISAPPROPRIATION OF THE NON-BREACHING PARTY'S PROPRIETARY AND/OR CONFIDENTIAL INFORMATION, IN NO EVENT SHALL UFLEX BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF CUSTOMERS OR LOSS OF GOODWILL, ARISING IN ANY MANNER FROM THIS AGREEMENT AND/OR UFLEX'S PERFORMANCE OR NONPERFORMANCE HEREUNDER. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL UFLEX'S TOTAL LIABILITY HEREUNDER EXCEED AN AMOUNT EQUAL TO THE MAXIMUM MONTHLY SERVICE FEE PAID BY CLIENT TO UFLEX PURSUANT TO THIS AGREEMENT OR ONE THOUSAND DOLLARS ($1,000.00), WHICHEVER IS LESS.

With regard to the parties' Confidential Information and rights and interests therein, the non-breaching party will be entitled to pursue any legal and/or equitable action, including injunctive relief and damages, against the breaching party with regard to any misuse, misappropriation or breach of any term or condition recited herein with regard to the non-breaching party's Confidential Information, intellectual property or third-party proprietary interests.

STUDENT'S AGREEMENT TO THE PROVISIONS OF THESE DISCLAIMERS CONSTITUTES A MATERIAL INDUCEMENT TO UFLEX TO ENTER INTO THE CLIENT AGREEMENT, WITHOUT WHICH UFLEX WOULD NOT ENTER INTO THE AGREEMENT. ACCORDINGLY, BY ITS EXECUTION OF AN AGREEMENT, STUDENT SIGNIFIES ITS AGREEMENT THAT THE PROVISIONS OF THIS DISCLAIMERS SECTION ARE FAIR, REASONABLE AND EQUITABLE.

12. Indemnification

Each party (the "Indemnifying Party") shall defend, indemnify and hold harmless the other party and its affiliates, officers, directors, partners, shareholders, employees, agents, successors and assigns (collectively, the "Indemnified Party") from and against any and all claims, demands, suits, judgments, sums of money or damages (including, but not limited to, any arbitration decision or court-approved settlement, and reasonable attorney's fees): (i) arising from the gross negligence (including breach of confidentiality obligations), willful misconduct or fraud of either party and/or its employees, directors, officers or agents in the performance of their duties under the Agreement; or (ii) based upon any failure by either party or its employees, directors, officers or agents to comply with applicable law and regulations in the performance of their obligations under the Agreement. The terms and obligations of this Section shall survive the termination or expiration of the Agreement.

12. Privacy Policy

Uflex is committed to protecting the privacy of Students and Clients alike. Uflex agrees to use no less than a reasonable degree of care to protect the security of transmissions made during lawful use of the platform. Please refer to our Privacy Policy (www.uflex.us/privacy) for details on how Uflex collects, uses, and safeguards your information.

By registering and using the Uflex Platform, you acknowledge that you have read, understood, and agreed to these Terms and Conditions. If you do not agree, you must discontinue use of the Platform immediately.

13. General Terms

Changes in Writing. Any Agreement between Student and Uflex and the provisions thereof may be altered, amended, waived, or modified only by means of a written agreement signed by authorized representatives by all parties to the Agreement. The parties agree to execute such additional documents and take such additional actions as may be reasonably required in order to carry out the purpose and intent of the Agreement or to evidence anything contained herein.

Acceptable Use Policy. Student's use of Services is in all cases subject to Uflex's Acceptable Use Policy, which is designed to help protect Uflex, the Platform Users, and the Internet community in general from fraud, abuse of resources, and irresponsible or illegal activities, and which is located at www.uflex.us/aup.

Professional Standards. Each party shall observe and follow professional standards of honesty, integrity and fair dealing and neither party shall damage the goodwill or reputation of the other party or the Services. Neither party shall make false, misleading or unauthorized representations regarding the other party or the Services.

Notice. All notices required or permitted hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, sent by nationally recognized overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the applicable party's address set forth in the Agreement (or at such other address specified by the party via like notice).

Assignment. Neither party will assign or transfer its rights or obligations under the Student Agreement without notifying the other party in writing.

Survival. Those provisions of the Agreement that, by their sense and context, are intended to survive the termination of that Agreement, including without limitation, confidentiality, indemnification and limitations of liability, will survive termination.

Headings. Headings in this or any Uflex Agreement are for convenience only and will not be used to interpret the terms of the Agreement.

Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Counterparts exchanged via email, fax or other electronic means shall be deemed originals.

Governing Law. The Student Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflicts of law rules. Any action arising under the Agreement shall be brought in the federal or state courts (as applicable) located in Dover, Delaware. Each party agrees to submit to the exclusive jurisdiction of the federal and state courts (as applicable) located in Dover, Delaware and to waive all defenses to such jurisdiction and venue. In the event an action is brought for breach of any term hereof or to enforce any term of the Agreement, the prevailing party shall be entitled to recover its attorney's fees, court costs, and other associated costs relating to the enforcement of the Agreement.

Rule of Construction. No rule of construction requiring interpretation against the draftsman shall apply in the interpretation of the Student Agreement.

Force Majeure. Neither party shall be liable under the Student Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment or operating system, or any consequence thereof, caused by, or due to causes beyond that party's reasonable control. The party that is unable to perform or meet its obligations due to such causes shall use commercially reasonable efforts under the circumstances to avoid and remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes cease.

Waiver. The waiver by either party of a breach, default, delay or omission of any of the provisions herein by the other party will not be construed as a waiver of any subsequent breach of the same or other provisions.

Unenforceability. If any part of the Student Agreement is held by any court or administrative agency to be invalid, illegal or unenforceable by any law, regulation or rule applicable to the Agreement, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable, or if such part is totally unenforceable, as if the Agreement did not contain that particular part. Any modification or deletion shall not affect the validity and enforceability of the rest of the Agreement.

Modifications to Terms. Uflex reserves the right to modify these Student Terms and Conditions at any time. Any changes will be posted on our website, and continued use of the platform constitutes acceptance of the revised Terms. Users are encouraged to review the Terms regularly.