Last Updated: May 2026

1.       Solutions and Definitions. Globalli offers the following services to its clients under this MSA: Employer of Record, Contractor Pay, Global Managed Payroll and Agent of Record, hereinafter referred to as the “Solution(s)”. The Solutions are a Software as a Service offer selected by Client and provided by Globalli through the Platform. The use of the Platform by Client shall be governed by the Platform License Agreement attached hereto as Exhibit A.

“Platform” shall mean Globalli’s platform, website(s) or forums which may be accessed through the Globalli website domain www.globalli.io.

“Global Managed Payroll Solutions” or “GMPS” shall mean Globalli’s provision of the payroll functions for Covered Personnel through the Platform.

“Covered Personnel” shall mean any of the Client’s local entity hired employees (who have been identified by Client through the Platform) to whom Globalli shall provide Global Managed Payroll Solutions.

“Employer of Record Solutions” or “EOR Solutions” shall mean when Globalli or its corresponding local Affiliate or other subcontractor, in a jurisdiction where the Client does not have a presence, serves as the sole legal employer of record of Covered Employees.

“Covered Employee” shall mean, in relation to Globalli’s performance of EOR Solutions, any person chosen and introduced to Globalli by Client, who enters into an employment agreement with Globalli.

“Contractor Pay Solutions” or “CPS” shall mean Globalli’s payment to Independent Contractors in accordance with the Independent Contractor Agreements between Client and each Independent Contractor.

“Agent of Record Solutions” or “AOR Solutions” shall mean when Globalli, through its corresponding local Affiliate or other subcontractor, in a jurisdiction where the Client or its Affiliates do not have a presence, serves as the sole legal hirer of Independent Contractors.

“Independent Contractor” shall mean independent contractors as identified by Client on the Platform with whom Client (CPS) or Globalli or any of its Affiliates or other subcontractors (AOR Solutions) has entered into Independent Contractor Agreements.

“Independent Contractor Agreements” shall mean the agreements executed between Client (CPS) or Globalli or any of its Affiliates or other subcontractors (AOR Solutions) and the Independent Contractor.

“Affiliate” shall mean any person which, directly or indirectly, controls, is controlled by, or is under common control with another Person.

“Entity Incorporation and Management Solutions” or “Entity Solutions” mean the Solution under which Globalli supports Client, on an administrative and execution-only basis, with the incorporation, registration, and ongoing administration of a Client-designated legal entity in a selected jurisdiction. 

2.       Fees. All fees applicable to the Solutions shall be due upon Client’s receipt of the applicable invoice and are payable as specified on such invoice. Payment is to be made by electronic funds transfer to an account provided by Globalli or other means as agreed by the Parties in writing. Unless otherwise stated in an invoice, all fees and charges shall be calculated and paid in United States Dollars (“USD”). If timely payment is not received, then in addition to its other rights at law or in equity, Globalli may (a) suspend Solutions until payment is received, (b) charge the late fee as specified in this clause, (c) call upon the form of financial assurance as described under the “Financial Assurance” Section, and (d) be reimbursed by Client for any legal and/or other costs directly incurred by Globalli in its collection efforts. If timely payment is not received for any amounts payable by Client, without prejudice to Globalli’s other rights and/or remedies hereunder, at law or in equity, Globalli reserves the right to do any of the following: (a) charge for each unpaid account a late payment fee in the amount of Two Hundred Fifty USD ($250.00) per day, (b) bill each Automated Clearing House (“ACH”), check or reverse wire fee for insufficient funds to the Client at Five Hundred USD ($500.00) plus ten percent (10%) of the total of all unpaid amounts, (c) charge Client a late payment fee equal to the lesser of (i) three percent (3%) or (ii) the maximum amount permitted by applicable law, per month on all overdue amounts until paid in full. All fees shall be subject to an automatic annual increase of 5% upon every anniversary.

3.       Currency Exchange Rates from local currency to billing currency. This fee is charged for the conversion of the invoice currency to remit currency for Independent Contractors as well as payroll currency of Covered Personnel or Covered Employees, respectively. A list of countries and their currency factor will be provided in addition to this MSA and any applicable SOW. If Globalli is invoicing Client in a currency other than the USD, the prices of this MSA will be bound by the average exchange rate over the previous trailing thirty (30) days from the date of the invoice. The exchange rate will be validated using the market leader in exchange rate information OANDA (www.oanda.com). This is necessary to ensure financial transparency for Globalli and Client in regard to the underlying transaction.

4.       Translation Services. Globalli will assist with the translation of any Solutions related documents into local language to the extent required by applicable law, for a flat fee of $500 up to 1000 words. If the standard word count is exceeded, the surplus will be quoted and charged to the Client.

5.       Modified and Miscellaneous Charges. The fees are subject to adjustment by Globalli based upon changes in applicable law or costs directly attributable to Client, Covered Personnel, Covered Employees and/or Independent Contractors or changes in the Client’s payroll. Globalli may also apply additional types of fees and charges (such as one-time, recurring, time and materials, usage, or fixed prices) and invoice them from time to time. Any prepayment, if applicable, are not subject to refund or credit. Globalli shall be reimbursed for any required travel and other expenses it and/or its personnel directly incur in performing the Solutions, if applicable.

6.       Taxes. Globalli’s rates and fees are exclusive of any taxes, duty, levy, or other governmental fees (expressly excluding those based on Globalli’s net income). If Client is required by applicable law to deduct any taxes or to make a withholding from any amount payable under this MSA, then, notwithstanding anything to the contrary contained in this MSA, the gross amount payable by Client shall be increased so that Globalli receives an amount equal to the sum it would have received had no such deduction or withholding been made.  Applicable US state Sales Tax or any country specific Value Added Tax (VAT) or Goods and Services Tax (GST) is a consumption tax added to the sales price.

7.       Financial Assurance. Prior to entering into Globalli’s EOR and AOR Solution arrangement, Client shall provide Globalli financial assurance in the form of a deposit in the amount indicated by Globalli based on the expected amount payable for one month of Covered Personnel payroll, employer liability and license fees (EOR), and based on the expected amount payable for one month of Independent Contractor fee payments and license fees, respectively (AOR). Globalli shall retain such financial assurance for the term of the MSA and a reasonable time thereafter, to guarantee performance by Client of all of its obligations under the MSA. If Client should fail to pay Globalli any amounts when due, Globalli may in its sole discretion apply the financial assurance to the amount due and Client will promptly replenish the applied amount. Globalli may require Client to provide additional financial assurance(s), in the event Globalli reasonably determines that either (a) a change has occurred in the financial condition of Client, and/or (b) there has been an increase in the Client’s average payroll or contractor payments. Should Client fail to provide the full amount of the replenishment and/or additional financial assurance, in each case, within five (5) business days of Globalli’s request, Globalli may immediately terminate the MSA, without liability or further obligation to Client, Covered Employees and/or Independent Contractors. In no event shall Globalli have any obligation to continue its performance of the Solutions until such financial assurance has either been replenished and/or provided in accordance with this section and Client shall defend, release, indemnify and hold Globalli Indemnified Parties harmless from any claims and/or losses related to, arising out of and/or in connection with Client’s failure to comply with this section. “Globalli Indemnified Parties” shall mean Globalli, its subsidiaries, Affiliates, and related entities, and their respective owners, officers, directors, members, employees, subcontractors, agents and other representatives. “Losses” shall mean any and all damages, fines, penalties, deficiencies, losses, injuries, liabilities (including settlements and judgments), claims, demands, suits actions, charges, costs and/or expenses (including reasonable attorneys’ fees).

8.       Treasury Services. Unless not allowed under applicable law, in the case of Contractor Pay and Global Managed Payroll Solutions, Globalli, upon full funding by Client, shall perform the actual payments of any amounts to Covered Personnel / Independent Contractors (“Treasury Services”). For the avoidance of any doubt, Globalli can leverage subcontractors for Treasury Services, just as for any other Solutions or parts of them.

9.       No advisory services. Globalli will only provide the Solutions listed under this MSA. Globalli will not, and will not be deemed to, provide any other services, including without limitation any strategic, operational or other business-related decisions with regard to Client's business. For the avoidance of any doubt, nothing in or about the MSA and the Solutions shall be construed as Globalli giving any kind of financial, tax, accounting, employment, compliance, legal or any other kind of professional advice.

10.    Parties’ Obligations.

10.1  Background Checks. Client represents and warrants to Globalli, to the extent legally permissible under applicable law, that it has conducted all necessary due diligence, including a background check on all Independent Contractors and/or Covered Employees prior to the execution of their respective employment agreements and/or Independent Contractor Agreements; provided, however, that the Parties may agree for Globalli to perform these background checks on Client’s behalf for the corresponding fee offered by Globalli.

10.2  Selections, Licenses and Supervision. Client shall be solely responsible for recruiting and selecting Covered Employees and/or Independent Contractors. All responsibility and/or liability with regard to any agreement between Globalli and any Covered Employee and/or Client and Independent Contractors and/or Covered Personnel shall be the sole and exclusive responsibility of Client.In the event an Independent Contractor and/or Covered Employee is required to (a) be licensed, registered or certified under applicable law or (b) to act under the supervision of such a licensed, registered or certified person or entity in performing its duties, in each case, Client shall be solely responsible for verifying such licensure, registration or certification and/or providing such required supervision. Client shall supervise, direct, and control Covered Employees and/or Independent Contractors and Client acknowledges that Globalli has no responsibility to, and shall not, supervise, direct or control Covered Employees and/or Independent Contractors.

10.3  Record Keeping. Client will, for all Client personnel, Covered Personnel, Covered Employees and/or Independent Contractors, create accurate records of hours worked and performance, and will maintain such records for at least four (4) years from the date of their creation, unless applicable law requires an earlier or later disposition. Client will make such records available to Globalli upon request.

10.4  Data Protection. The Parties hereby agree to protect and only process personal data in accordance with the terms and conditions set forth in the Data Protection Addendum which has been attached hereto as Exhibit B.

11.    Non-Solicitation. Client agrees that during the term of the MSA and for a period of two (2) years thereafter, it will not, directly or indirectly, (i) solicit or direct to be solicited for purposes of employment, offer to hire, engage as a consultant or otherwise enter into any contract with, any current or former employees or contractor of Globalli or any of its Affiliates, and/or (ii) otherwise induce or attempt to induce any such person to terminate or otherwise cease their relationship with Globalli or any of its Affiliates.

12.    Subcontractors or Affiliates. Globalli may engage subcontractors or Affiliates to provide or assist in providing any or all of the Solutions. In no event shall Globalli be relieved of its obligations under the MSA as a result of its use of any subcontractors or Affiliates.

13.    Term and Termination. Notwithstanding any rights for immediate termination by Globalli, the MSA shall continue in effect indefinitely and automatically terminate when all SOWs under it are terminated. Any SOW is automatically renewed for subsequent terms of the same length as its initial term, unless (a) either Party provides at least ninety (90) days' written termination notice prior to a renewal term to the other Party, or (b) terminated by a Party in the event the other Party (i) is in breach of the MSA and fails to cure such breach within thirty (30) days of its receipt of written notice thereof from the non-breaching Party, and/or (ii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. Repeated late payments or non-payment by the Client shall constitute a material breach of this MSA. Notwithstanding anything to the contrary, Client can only terminate an EOR or AOR SOW once all contractual relationships with all Covered Employees and Independent Contractors have been terminated in accordance with the MSA. If Client does not comply with the notice period for termination for convenience established in this clause, Client shall pay Globalli a compensatory amount equivalent to all fees that would have had to be paid through the next renewal term.

14.    Immediate Termination. The Parties acknowledge and agree that the following Client breaches constitute non-curable breaches and shall permit Globalli to immediately terminate this MSA and/or any applicable SOW in its sole discretion, without notice or any opportunity for  Client to cure: (i) any false statement or omission with regard to any information supplied by and/or on behalf of Client to Globalli, (ii) Globalli’s reasonable determination that a material adverse change has occurred in the financial condition of Client and/or that Client is unable to pay its debts as they become due in the ordinary course of business; (iii) local legislation, regulatory action, or judicial decision that adversely affects Globalli’s interests under the MSA, in the sole reasonable determination of Globalli; (iv) a Know Your Customer (KYC) Check or other compliance check of Client or Covered Employees/Covered Personnel or Independent Contractors has a negative outcome (Client acknowledges and approves that Globalli may perform such checks); (v) Client’s failure to timely and accurately report all time worked for Covered Employees/Covered Personnel or Independent Contractors, or (vi) Client’s failure to materially comply with Globalli’s policies or procedures or any applicable laws, rules or regulations. In case of any such termination, any fees paid will not be refunded.  

15.    Liability for Claims. Client acknowledges and agrees that Client shall be solely liable for and shall defend, release, indemnify and hold Globalli Indemnified Parties from any Claims and Losses related to, arising out of and/or in connection with (a) any and all Independent Contractor Agreements between Globalli and/or Client and Independent Contractors, and (b) any and all employment agreements between Globalli and Covered Employees or Client and Covered Personnel, just as if, where this is not the case, Client was the direct customer/employer of any Independent Contractor/Covered Employee.

16.    Warranty. Globalli does not warrant uninterrupted or error-free operation of any material or Solution, that Globalli shall correct all defects, or that any material or Solution shall meet Client’s specific requirements. except as expressly set forth in this MSA , Globalli expressly disclaims all other warranties, whether express, implied, statutory or otherwise, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose.

17.    Confidential Information. “Confidential Information” shall mean all non-public, proprietary, financial, legal, network or other business information, including but not limited to information relating to the businesses, operations, products, sales and materials, programs, techniques, plans and prospects, methods, pricing, fees, processes, specifications, reports, records, data, apparatus, programs, research, business activities, inventories, descriptions, concepts, materials, strategies, systems, personal data, intellectual property, owned, used, stored or maintained by a Party and relating to its business whether or not prepared or gathered by such Party any of its respective Representatives, or any other person, whether or not specifically identified, designated or marked as confidential or otherwise, whether in written, oral, electronic or other form, or whether prepared prior to, on or after the Effective Date. Confidential Information shall also include this MSA including any applicable SOW. “Confidential Information” shall not include information that, at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of the confidentiality obligations contained herein by the receiving Party or any of its Representatives; (b) is or becomes available to receiving Party and/or its Representatives on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of receiving Party or its Representatives prior to being disclosed by or on behalf of the disclosing Party; (d) was or is independently developed by the receiving Party and/or its Representatives without reference to or use of, in whole or in part, any of the disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction.

Each Party retains sole responsibility for the maintenance and protection of its Confidential Information, other than personnel and payroll information regarding the Covered Personnel, Covered Employees and/or Independent Contractors, the confidentiality of which shall be the joint responsibility of Client and Globalli. Neither Party shall use or disclose the other Party’s Confidential Information any more than is necessary to receive and/or perform the Solutions under the. Each Party shall: (a) protect and safeguard the confidentiality of the other Party's Confidential Information (including the Confidential Information of Covered Personnel, Covered Employees and/or Independent Contractors) with at least the same degree of care as it would need to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the other Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under the; and (c) not disclose any such Confidential Information to any person or entity, except to its representatives who need to know the Confidential Information to assist with the exercise of such Party’s rights or to perform its obligations under the MSA. Each Party shall be responsible for a breach of this section by its respective representatives. Upon written request, a Party shall, and shall cause its representatives to,  promptly return all copies, whether in written, electronic or other form or media, of a Party’s Confidential Information, or destroy all such copies and certify in writing to such Party that such Confidential Information has been destroyed. In the event of any violation or attempted violation of this section by a Party and/or its representatives, the other Party shall be entitled to specific performance and injunctive relief or other equitable remedy without any showing of irreparable harm or damage, and the breaching Party hereby waives, and shall cause its representatives to waive, any requirement for the securing or posting of any bond or other security in connection with any such remedy.

18.    Indemnification.

18.1  By Client. Client shall release, defend, indemnify and hold harmless all Globalli Indemnified Parties from and against any and all claims and losses of whatever nature (including liability to third parties) and other consequences of any sort, without limit and without regard to the cause or causes thereof, that may be asserted or brought against any Globalli indemnified Party which is in any way related to, connected with and/or arising from (a) the MSA, (b) the solutions, (c) the actions or inactions of any independent contractor, covered personnel, covered employee or any person employed by Client, or of any other individual, including without limitation, any violation of any applicable laws or other legal process whatsoever, and all employment-related matters. Without in any way limiting the foregoing, Client shall indemnify, hold harmless, protect and defend all Globalli Indemnified Parties against any and all aspects of the employment of Covered Employees, Covered Personnel and/or independent contractors, or the termination of employment or contract of the foregoing.

18.2  By Globalli. Globalli shall release, defend, indemnify and hold harmless Client Indemnified Parties from and against any and all claims and/or losses of whatever nature (including liability to third parties), and other consequences of any sort, without regard to the cause or causes thereof, arising out of Globalli’s non-compliance with this MSA. “Client Indemnified Parties” shall mean Client and its affiliates, owners, shareholders, directors, officers, members, employees, agents and other representatives.

19.    Limitation of liability.

19.1  Consequential damages. In no event shall Globalli be responsible to Client Indemnified Parties for any indirect, special, incidental, punitive or consequential damages of any kind, including lost profits, arising out of or in connection with the MSA.

19.2  Overall limitation of liability. Expressly excluding Globalli’s liability for actual damages for bodily injury (including death) or damage to property caused by Globalli’s gross negligence or willful misconduct, Globalli’s entire liability for all claims and/or losses in the aggregate in connection with, arising from and/or related to the MSA shall in no event exceed the greater of (a) fifty thousand USD ($50,000 USD) and (b) the total amount of the fees paid by client for the solution giving rise to such claim and/or loss in the twelve (12) months immediately preceding such claim and/or loss.

20.    Dispute Resolution; Governing Law; Venue. Both Parties agree to the application of the laws of the State of Delaware, USA, to govern, interpret, and enforce all of Client’s and Globalli’s respective rights, duties, and obligations arising from, or relating to the MSA, without regard to conflict of law principles. For any litigation that may arise under the MSA, or to enforce an award in accordance with this section, the Parties irrevocably and unconditionally submit to the exclusive jurisdiction and venue (and waive any claim of forum non conveniens) of the courts located in Wilmington, Delaware, USA. Each Party hereby agrees to waive any right to a jury trial in any proceeding arising out of or related to the MSA.

21.    Force Majeure Events. “Force Majeure Event” shall mean (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the Effective Date; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; and (h) other similar events beyond the reasonable control of the impacted Party. Except for the Client’s obligation to make payments as described under the MSA, neither Party shall be liable to the other for any failure or delay in fulfilling or performing any term of the MSA and/or any SOW when and to the extent such Party’s failure or delay is caused by or results from a Force Majeure Event. The impacted Party shall promptly provide notice of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. Delays in delivery or in meeting completion dates due to a Force Majeure Event shall automatically result in an extension of time to complete and/or perform the Solutions for a period equal to the duration of such Force Majeure Event.

22.    Relationship of the Parties. The Parties hereby acknowledge and agree that the MSA does not create an agency, joint venture, or partnership between Client and Globalli. The relationship between the Parties is that of independent contractors.

23.    Third Party Beneficiaries and Assignment. No right or cause of action for any third party shall be created by the MSA, nor is Globalli responsible for any third-party claims against Client except as expressly set forth herein. Client may not assign this MSA, in whole or in part, without the prior written consent of Globalli. Any attempt by Client to assign without Globalli’s consent is void.

24.    Notice. The Parties hereby acknowledge, agree and consent to the utilization of Globalli’s Platform as an acceptable method to send and receive communications in connection with their business relationship arising out of the MSA. Notwithstanding the foregoing, all formal and/or legal notices, requests, consents, claims, demands, waivers, and other communications under the MSA must be in writing and addressed to the other Party at its registered address as indicated herein or expressly updated in writing by such Party. Unless otherwise expressly accepted by the receiving party, all notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid).

25.    Entire Agreement. Any amendments, annexes, attachments, appendices, exhibits, statements of work and/or schedules, or other documents issued by Globalli related to this MSA, as well as any terms and conditions accepted on the Platform, which are incorporated herein by reference, shall form an integral part of this MSA. This MSA constitutes the entire agreement and understanding between the Parties and supersedes all prior discussions and agreements between the Parties relating to the subject matter hereof. This MSA may only be modified by a written amendment executed by the duly authorized representatives of each Party. Globalli reserves the right to update the conditions of the MSA from time to time, and such updates will be effective upon notice (including via Platform) and/or posting on the Globalli website. Client’s continued use of the Solutions following such posting will constitute Client’s acceptance of any updates.

26.    Counterparts. This MSA may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute the same agreement. An electronically accepted copy of this MSA e.g. through the Platform and/or delivered by email or other means of electronic transmission shall be given the same legal effect as delivery of an original signed copy of this MSA.