By accessing, registering on, or using the Thareja AI platform and services, the following parties agree to be bound by the terms of this Master Services Agreement ("Agreement"):
Thareja Technologies Inc. ("Thareja AI"), a technology platform facilitating engagements between Clients and Remote Workers;
Client, an entity or individual engaging Remote Workers through Thareja AI;
Worker, an independent contractor providing services to Client via Thareja AI.
Table of Contents
Scope of Services
Background Checks and Worker Verification
Time Tracking and Payment
Change Requests and Additional Work
Expenses
Assignment and Subcontracting
Payment Terms and Risk Assessment Hold
Technical Direction and Security
Ownership and Intellectual Property
Return or Deletion of Information
Independent Contractor Relationship
Performance and Skills
Non-Infringement and Software Integrity
Confidentiality and Non-Disclosure
Limitation of Liability and Platform Responsibility
No Jury Trial
Governing Law and Dispute Resolution
Compliance for International Workers
No Publicity Clause
Insurance
Statement of Work (SOW)
Termination and Platform Removal
Severability
Waiver and Entire Agreement
Non-Circumvention (Workers)
Salary Negotiations (Workers)
Successor or Affiliated Entity Restriction
Modification of Terms
Non-Circumvention (Clients)
No Data Extraction
Salary Negotiations (Clients)
Recruiting Fee
Assignment
Mutual Indemnification
Acceptance
1. Scope of Services
1.1 Thareja AI provides a platform that connects Clients with qualified Remote Workers for project-based or ongoing work engagements. The platform facilitates time tracking, communication, payment processing, and workforce management.
1.2 Thareja AI acts as an intermediary platform and is not a party to the direct employment or contractor relationship between Client and Worker.
1.3 The scope of specific engagements shall be defined in individual Statements of Work (SOWs) executed between Client and Worker through the platform.
1.4 This Agreement applies specifically to the Thareja Work product and the engagement of Remote Workers through the platform. Other Thareja AI products (AI Assistant, Magic Agent, Magic Reel) are governed by the general Terms of Use and are not subject to this MSA unless explicitly referenced.
2. Background Checks and Worker Verification
2.1 Thareja AI may, at its discretion, conduct background checks, identity verification, and skills assessments on Workers prior to making them available on the platform.
2.2 While Thareja AI endeavors to verify Worker credentials and qualifications, it does not guarantee the accuracy, completeness, or reliability of any information provided by Workers.
2.3 Clients are encouraged to conduct their own due diligence and interviews before engaging any Worker through the platform.
2.4 Workers consent to background checks and verification processes as a condition of participation on the platform.
2.5 Thareja AI reserves the right to remove any Worker from the platform who fails verification or whose credentials are found to be misrepresented.
3. Time Tracking and Payment
3.1 Workers shall track all billable time using the Thareja AI time tracking tools provided through the platform. Time entries must accurately reflect work performed.
3.2 Time tracking data is recorded and made available to both Client and Worker through the platform dashboard.
3.3 Workers shall submit time entries on a weekly basis unless otherwise specified in the applicable SOW.
3.4 Clients shall review and approve submitted time entries within five (5) business days of submission. Failure to dispute time entries within this period constitutes acceptance.
3.5 Thareja AI processes payments based on approved time entries and the rates specified in the applicable SOW.
3.6 Payment processing timelines are subject to the payment terms outlined in Section 7 of this Agreement.
3.7 Workers are responsible for maintaining accurate records of hours worked and tasks performed.
3.8 Any disputes regarding time entries must be raised through the platform's dispute resolution process within ten (10) business days of the billing period.
3.9 Thareja AI reserves the right to audit time tracking records and may request supporting documentation from Workers to verify time entries.
3.10 For Clients on the Global Workforce plan or higher, Thareja AI processes payments between Client and Worker. A transaction fee of 3.9% plus $1.00 USD per payment applies. This fee is deducted from the payment amount before disbursement to the Worker, unless the Client has agreed to absorb the fee under a separate arrangement.
4. Change Requests and Additional Work
4.1 Any changes to the scope of work defined in an SOW must be documented through a formal Change Request submitted through the platform.
4.2 Change Requests must specify the nature of the change, impact on timeline, and any adjustment to compensation.
4.3 Both Client and Worker must approve a Change Request before additional work begins. Thareja AI is not responsible for disputes arising from work performed without an approved Change Request.
4.4 Rates for additional work shall be as specified in the Change Request or, if not specified, at the rates established in the original SOW.
5. Expenses
5.1 Unless otherwise agreed in the applicable SOW, Workers are responsible for all expenses incurred in the performance of services, including but not limited to equipment, software, internet access, and workspace.
5.2 If a SOW provides for reimbursable expenses, such expenses must be pre-approved by the Client in writing and supported by appropriate documentation.
5.3 Reimbursable expenses, if applicable, shall be invoiced separately from service fees and are subject to Client approval before payment is processed.
6. Assignment and Subcontracting
6.1 Workers may not assign, delegate, or subcontract any portion of the services to third parties without prior written consent from both the Client and Thareja AI.
6.2 Any approved subcontracting does not relieve the Worker of their obligations under this Agreement or the applicable SOW.
6.3 Clients may not assign their rights or obligations under this Agreement without prior written consent from Thareja AI.
7. Payment Terms and Risk Assessment Hold
7.1 Thareja AI shall process payments to Workers in accordance with the payment schedule specified in the applicable SOW, subject to Client funding and approval of time entries.
7.2 Thareja AI reserves the right to place a risk assessment hold on payments for new Clients or flagged accounts. Such holds shall not exceed fifteen (15) business days unless fraud or misuse is suspected.
7.3 Late payments from Clients may incur a fee of 1.5% per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is less.
7.4 Transaction fees are non-refundable. The fee schedule may be updated from time to time with notice posted on the Thareja Work pricing page.
8. Technical Direction and Security
8.1 Clients may provide technical direction, specifications, and requirements for work performed under an SOW. Workers shall follow reasonable technical instructions provided by the Client.
8.2 Workers shall comply with all security policies and protocols communicated by the Client, including but not limited to data handling procedures, access controls, and use of VPNs or secure connections.
8.3 Workers shall not store Client data on personal devices or unsecured systems unless explicitly authorized by the Client.
8.4 Any security breach or suspected breach must be reported immediately to both the Client and Thareja AI.
9. Ownership and Intellectual Property
9.1 Unless otherwise specified in the applicable SOW, all work product, deliverables, inventions, and intellectual property created by the Worker in the course of performing services under this Agreement shall be the sole and exclusive property of the Client.
9.2 Workers assign to the Client all rights, title, and interest in and to any work product created under an SOW, including all intellectual property rights therein.
9.3 Workers shall not use Client intellectual property, work product, or deliverables for any purpose other than performing services under the applicable SOW.
9.4 Workers retain ownership of any pre-existing intellectual property they bring to the engagement, but grant the Client a non-exclusive, perpetual license to use such pre-existing IP as incorporated into deliverables.
9.5 Thareja AI does not claim ownership of any intellectual property created through engagements facilitated by the platform.
10. Return or Deletion of Information
10.1 Upon termination or completion of an engagement, Workers shall return or securely delete all Client confidential information, materials, and data within ten (10) business days.
10.2 Workers shall certify in writing the return or deletion of all Client information upon request.
10.3 Thareja AI may retain anonymized and aggregated data for platform improvement purposes, provided such data does not contain identifiable Client or Worker confidential information.
11. Independent Contractor Relationship
11.1 Workers engaged through the Thareja AI platform are independent contractors, not employees, agents, or partners of either Thareja AI or the Client.
11.2 Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between any of the parties.
11.3 Workers are solely responsible for all taxes, insurance, benefits, and other obligations arising from their independent contractor status, including but not limited to income taxes, self-employment taxes, and any applicable local levies.
11.4 Workers shall have the right to control the manner and means by which services are performed, subject to the deliverables and timelines specified in the applicable SOW.
11.5 Neither Thareja AI nor the Client shall provide Workers with employee benefits, including but not limited to health insurance, retirement plans, paid leave, or workers' compensation.
12. Performance and Skills
12.1 Workers represent that they possess the skills, qualifications, and experience necessary to perform the services described in any SOW they accept.
12.2 Workers shall perform services in a professional, workmanlike manner consistent with industry standards.
12.3 Thareja AI may maintain performance ratings and reviews on the platform based on Client feedback. Workers consent to the collection and display of such ratings.
12.4 Consistently poor performance or failure to meet SOW requirements may result in removal from the platform at Thareja AI's discretion.
13. Non-Infringement and Software Integrity
13.1 Workers represent and warrant that all work product and deliverables shall be original or properly licensed and shall not infringe upon the intellectual property rights of any third party.
13.2 Workers shall not incorporate any open-source software, third-party code, or copyrighted material into deliverables without prior written disclosure to and approval from the Client.
13.3 Workers shall not introduce any malicious code, viruses, backdoors, or other harmful elements into any deliverables or Client systems.
13.4 Workers shall comply with all applicable software licensing terms and restrictions in the performance of services.
14. Confidentiality and Non-Disclosure
14.1 All parties agree to maintain the confidentiality of any proprietary, sensitive, or non-public information disclosed during the course of an engagement ("Confidential Information").
14.2 Confidential Information includes, but is not limited to, business plans, technical specifications, customer data, financial information, trade secrets, and any information designated as confidential by the disclosing party.
14.3 Receiving parties shall not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law.
14.4 Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is disclosed pursuant to a court order or legal requirement, provided the receiving party gives prompt notice to the disclosing party.
14.5 Confidentiality obligations survive termination of this Agreement for a period of three (3) years, or indefinitely for trade secrets.
15. Limitation of Liability and Platform Responsibility
15.1 Thareja AI provides the platform on an "as is" and "as available" basis. Thareja AI makes no warranties, express or implied, regarding the platform's fitness for a particular purpose, merchantability, or uninterrupted availability.
15.2 Thareja AI is not responsible for the quality, accuracy, or timeliness of work performed by Workers.
15.3 Thareja AI is not responsible for the conduct, actions, or omissions of Clients or Workers.
15.4 Thareja AI shall not be liable for any delays in payment processing caused by third-party payment processors, banking institutions, or regulatory holds.
15.5 Each party's liability under this Agreement shall be limited to direct damages only.
15.6 In no event shall Thareja Technologies Inc. be liable for any indirect, incidental, special, consequential, or punitive damages or for any liability exceeding the greater of (a) the fees paid to Thareja for platform access within the one (1) month prior to the claim, or (b) five hundred dollars ($500 USD).
15.7 Nothing in this section limits liability for fraud, willful misconduct, or gross negligence.
16. No Jury Trial
16.1 To the fullest extent permitted by applicable law, all parties waive their right to a jury trial in any legal proceeding arising out of or related to this Agreement.
16.2 This waiver applies to all claims, disputes, and causes of action, whether in contract, tort, or otherwise.
17. Governing Law and Dispute Resolution
17.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of laws provisions.
17.2 Any disputes arising out of or related to this Agreement shall first be submitted to good-faith negotiation between the parties for a period of thirty (30) days.
17.3 If negotiation fails, disputes shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with arbitration proceedings held in Dallas, Texas.
17.4 The prevailing party in any arbitration or legal proceeding shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.
17.5 Notwithstanding the above, any party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights or confidential information.
18. Compliance for International Workers
18.1 Workers located outside the United States are responsible for complying with all applicable laws and regulations in their country of residence, including tax laws, labor laws, and business registration requirements.
18.2 Clients engaging international Workers through the platform are responsible for understanding and complying with any applicable cross-border regulations.
18.3 Thareja AI does not provide legal, tax, or immigration advice. All parties are encouraged to seek independent legal counsel regarding international engagement matters.
18.4 Workers are responsible for obtaining and maintaining any permits, licenses, or registrations required to legally perform services in their jurisdiction.
19. No Publicity Clause
19.1 No party shall use the name, logo, trademarks, or other identifying marks of another party in any publicity, advertising, or marketing materials without prior written consent.
19.2 Thareja AI may reference the general nature of engagements facilitated through the platform (without identifying specific parties) for marketing and informational purposes.
20. Insurance
20.1 Workers are responsible for maintaining adequate insurance coverage appropriate to their services, including professional liability (errors and omissions) insurance where applicable.
20.2 Thareja AI does not provide insurance coverage for Workers or Clients and is not responsible for any uninsured losses.
20.3 Clients may require Workers to maintain specific insurance coverage as a condition of engagement, which shall be specified in the applicable SOW.
21. Statement of Work (SOW)
21.1 Each engagement between a Client and Worker shall be governed by a Statement of Work (SOW) executed through the Thareja AI platform.
21.2 Each SOW shall specify, at a minimum: (a) a description of services to be performed; (b) deliverables and milestones; (c) compensation rates and payment schedule; (d) estimated timeline; and (e) any special terms or conditions.
21.3 In the event of a conflict between this Agreement and an SOW, the terms of this Agreement shall prevail unless the SOW explicitly states otherwise and is agreed to by all relevant parties.
21.4 SOWs may be amended only by mutual written agreement of the Client and Worker through the platform.
22. Termination and Platform Removal
22.1 Either Client or Worker may terminate an SOW engagement by providing written notice through the platform in accordance with the notice period specified in the SOW, or fourteen (14) days if no notice period is specified.
22.2 Thareja AI may terminate or suspend any party's access to the platform for violation of this Agreement, fraudulent activity, or conduct detrimental to the platform or its users.
22.3 Upon termination of an engagement, all accrued payment obligations remain in effect and must be fulfilled.
22.4 Thareja AI may remove Workers from the platform for repeated poor performance, policy violations, or any conduct that, in Thareja AI's sole discretion, is harmful to the platform community.
22.5 Termination of this Agreement does not relieve any party of obligations incurred prior to termination, including confidentiality, payment, and intellectual property provisions.
23. Severability
23.1 If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
23.2 The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.
24. Waiver and Entire Agreement
24.1 This Agreement, together with any applicable SOWs, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and representations.
24.2 The failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it at a later time.
24.3 No waiver shall be effective unless made in writing and signed by the waiving party.
25. Non-Circumvention (Workers)
25.1 Workers agree not to directly solicit, engage, or enter into any agreement with a Client outside of the Thareja AI platform for a period of twenty-four (24) months following the last engagement facilitated through the platform.
25.2 This restriction applies to any Client the Worker has been introduced to, matched with, or performed services for through the platform.
25.3 Workers who violate this provision shall be liable for a circumvention fee equal to the greater of: (a) twelve (12) months of the Worker's average monthly billing through the platform; or (b) $25,000 USD.
25.4 This non-circumvention obligation survives termination of this Agreement.
26. Salary Negotiations (Workers)
26.1 Workers may negotiate compensation rates with Clients through the Thareja AI platform.
26.2 All rate changes must be documented through the platform and reflected in an updated SOW.
26.3 Workers shall not negotiate rates or compensation directly with Clients outside of the platform during the non-circumvention period.
27. Successor or Affiliated Entity Restriction
27.1 The non-circumvention obligations in this Agreement apply equally to successor entities, affiliates, subsidiaries, parent companies, and any entity in which a party holds a controlling interest.
27.2 Parties may not circumvent the terms of this Agreement by engaging through a related or successor entity.
28. Modification of Terms
28.1 Thareja AI reserves the right to modify or update this Agreement at any time by posting the revised terms on the platform.
28.2 Material changes to the Agreement shall be communicated to registered users via email or platform notification at least thirty (30) days prior to taking effect.
28.3 Continued use of the platform after the effective date of any modifications constitutes acceptance of the revised terms.
28.4 If a party does not agree to the modified terms, they may terminate their participation on the platform by providing written notice within the thirty (30) day notice period.
29. Non-Circumvention (Clients)
29.1 Clients agree not to directly engage, hire, or contract with any Worker outside of the Thareja AI platform for a period of twenty-four (24) months following the last engagement facilitated through the platform.
29.2 This restriction applies to any Worker the Client has been introduced to, matched with, or received services from through the platform.
29.3 Clients who violate this provision shall be liable for a circumvention fee equal to the greater of: (a) twelve (12) months of the Worker's average monthly billing through the platform; or (b) $25,000 USD.
29.4 If a Client wishes to directly hire or engage a Worker outside of the platform, a Recruiting Fee as outlined in Section 32 applies.
29.5 This non-circumvention obligation survives termination of this Agreement.
30. No Data Extraction
30.1 No party shall scrape, extract, or systematically collect data from the Thareja AI platform for any purpose not expressly authorized by this Agreement.
30.2 Workers and Clients shall not use platform data to build competing products, services, or databases.
30.3 Violation of this provision may result in immediate termination of platform access and legal action for damages.
31. Salary Negotiations (Clients)
31.1 Clients may negotiate compensation rates with Workers through the Thareja AI platform.
31.2 All rate changes must be documented through the platform and reflected in an updated SOW.
31.3 Clients shall not negotiate rates or compensation directly with Workers outside of the platform during the non-circumvention period.
32. Recruiting Fee
32.1 If a Client wishes to directly hire a Worker outside of the Thareja AI platform during or after an engagement, a Recruiting Fee is required.
32.2 The Recruiting Fee shall be equal to three (3) months of the Worker's most recent monthly billing rate through the platform, or $15,000 USD, whichever is greater.
32.3 The Recruiting Fee must be paid to Thareja AI in full before the direct engagement begins.
32.4 Payment of the Recruiting Fee releases the Client and Worker from the non-circumvention obligations in Sections 25 and 29 solely with respect to each other.
32.5 The Recruiting Fee is non-refundable once paid.
33. Assignment
33.1 No party may assign, transfer, or delegate its rights or obligations under this Agreement without the prior written consent of the other parties, except that Thareja AI may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
33.2 Any attempted assignment in violation of this section shall be null and void.
33.3 This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
34. Mutual Indemnification
34.1 Each party agrees to indemnify, defend, and hold harmless the other parties from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) the indemnifying party's breach of this Agreement; (b) the indemnifying party's negligence or willful misconduct; or (c) the indemnifying party's violation of applicable laws.
34.2 Workers shall indemnify Clients and Thareja AI against any claims arising from the Worker's misrepresentation of skills, qualifications, or work product.
34.3 Clients shall indemnify Workers and Thareja AI against any claims arising from the Client's failure to properly classify the Worker's engagement or comply with applicable employment laws.
34.4 The indemnified party shall provide prompt notice of any claim, cooperate in the defense, and allow the indemnifying party to control the defense and settlement of such claim.
35. Acceptance
35.1 By accessing, registering on, or using the Thareja AI platform, all parties acknowledge that they have read, understood, and agree to be bound by the terms of this Master Services Agreement.
35.2 Acceptance may be demonstrated by: (a) clicking "I Agree" or similar acceptance mechanism on the platform; (b) executing a Statement of Work through the platform; or (c) continued use of the platform after the effective date of this Agreement.
35.3 Each party represents that they have the legal authority to enter into this Agreement and to perform their obligations hereunder.
35.4 This Agreement is effective as of the date of acceptance by the last party to accept.
Thareja Technologies Inc. Dallas, Texas Effective Date: May 26, 2026
This policy is part of the Thareja AI Agreement as defined in our Terms of Use.