Last Revised: February 2, 2016
Replaces the June 1, 2015 version in its entirety (see previous version)
Welcome to the Terms of Service for Hired. This is an agreement (“Agreement”) between Hired, Inc. (“Hired"), a Delaware corporation, the owner and operator of hired.com (the “Site”) and the Hired recruiting service (the Site and recruiting service collectively the “Service”), and you.
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THIS SITE IN ANY WAY, INCLUDING USING THE SERVICE, CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR MERELY BROWSING THE SITE, YOU REPRESENT THAT (A) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT; (B) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH Hired, AND (C) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE EMPLOYER, AND TO BIND THAT COMPANY TO THE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THIS SITE OR THE SERVICE.
Throughout this document, the words “Hired,” “us,” “we,” and “our,” refer to our company, Hired, Inc., our Site or our Service, as is appropriate in the context of the use of the words. The term “Prospective Employee” will refer to users of our Service who are seeking employment and/or contractor opportunities through Hired. The term “Employer” will refer to a company or individual, as applicable that is interested in hiring Prospective Employees through the use of our Service. The term “You” refers to the individual, company or legal entity, as applicable, identified as the user when you register on the Site, either as or on behalf of a Prospective Employee or Employer.
Throughout this document “batch(es)” will refer to the periodic batch process offered through the Service that Prospective Employees will use to find new career opportunities. It is important to understand that these batches are non-binding and do not create any contractual obligations for either Prospective Employees or Employers. Batches merely allow Prospective Employees to meet Employers who may be interested in hiring them.
You agree to keep all information gained from using our Site confidential. You agree that (D) you will use any content submitted by Prospective Employees in accordance with applicable privacy and data protection laws; (E) you will not disclose the names, identities, or any content of any Prospective Employees listed for any batch, outside of your recruiting or hiring department; AND (F) you will take appropriate physical, technical and administrative measures to protect content you obtain through use of the Site and/or Service from loss, misuse, unauthorized access, disclosure, alteration or destruction. You also agree not to post, publicly disclose or disseminate any job offers which you become aware of through our Site or Service.
Our Service may allow you to upload photos, resumes, projects and other information and may allow you to message or communicate in other ways with other users through our Service. Any information that you post, transmit or submit through our Site or Service will be referred to as “Content” throughout this Agreement.
TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY Hired IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, we will make a new copy of the Agreement available at the Site. We will also update the “Last Updated” date at the top of the Agreement. If we make any material changes, and you have registered to use the Service, we may also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. Any changes to the Agreement will be effective immediately for new users of the Site or Service and will be effective thirty (30) days after posting notice of such changes on the Site for existing users, provided that any material changes shall be effective for users who have a registered account on the Site (“Registered Users”) upon the later of thirty (30) days after posting notice of such changes on the Site or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users. Hired may require you to provide consent to the updated Agreement in a specified manner before further use of the Site or the Service is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Site and/or the Service, and may rescind this agreement, without cost, penalty or cancellation indemnity, by sending us notice to that effect no later than 30 days after the change comes into force. Otherwise, your continued use of the Site and/or Service constitutes your acceptance of such change(s). YOU AGREE TO REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS OF SERVICE.
Hired is an online service that connects Prospective Employees with Employers through a non-binding batch interview request process for a Prospective Employee’s services. As a Prospective Employee, you have an opportunity to find a position with an Employer with transparency as to role and compensation in each interview request. Additionally, your use of Hired is free, and the batch process is non-binding and does not create any contractual obligations between the Employer and the Prospective Employee. The batch only acts as a tool for Prospective Employees to explore opportunities without obligation.
As an Employer, you have the opportunity to find qualified talent and reduce the costs involved with hiring and retaining such talent. You may submit interview requests ("Requests") for any Prospective Employees on our Service that you feel may be a fit for your company. However, these Requests are non-binding and do not create a binding employment contract. A Success Fee (as defined in Section 6 below) will only be collected from you in accordance with Section 6 after you have successfully hired a Prospective Employee. YOU UNDERSTAND THAT Hired DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS (ALTHOUGH IT RESERVES THE RIGHT TO CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME, AND IN ITS SOLE AND ABSOLUTE DISCRETION, USING AVAILABLE PUBLIC RECORDS), AND THAT YOU ARE RESPONSIBLE FOR (A) CONDUCTING ANY BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THAT YOU MAY REQUIRE BEFORE MAKING AN OFFER OF EMPLOYMENT TO A PROSPECTIVE EMPLOYEE, AND (B) COMPLYING WITH ALL LAWS AND REGULATIONS RELATING TO THE INTENDED EMPLOYMENT OF ANY PROSPECTIVE EMPLOYEE.
In registering for an account on the Site, you agree to (A) provide true, accurate, current, and complete information about yourself as prompted by the Service registration form (“Registration Data”), and (B) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your account. If you provide any Content that is untrue, inaccurate, not current, or incomplete, or Hired has reasonable grounds to suspect that such Content is untrue, inaccurate, not current or incomplete, Hired has the right to suspend or terminate your account and refuse any and all current or future use of the Site or Service. You agree not to create an account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one account. You agree not to create an account or use the Site or Service if you have been previously removed by Hired, or if you have been previously banned from the Site or Service.
In order to use Hired as a Prospective Employee you must register and create a profile. The use of the Site and the Service is free for Prospective Employees. When registering with Hired, we may require you to provide us information such as your name, e-mail address, employment history, work experience and skill set. Furthermore, you agree to provide us with any other identifying documents that we may request. We may also allow you to use a third party service such as Github, LinkedIn or Twitter to register. We will review the information that you provide to us during the registration process and we may also review any other information about you that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to use our Service.
In order to use Hired as an Employer you must also register. Registration is free. When registering we may ask you for additional information related to your company and the types of Prospective Employees you are looking for. We may also allow you to use a third party service such as Angellist to register. We will review the information that you provided to us during the registration process and may also review any other information that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to engage with, and make Requests to, Prospective Employees that have posted their profiles on Hired.
You are responsible for your use of the Site and Service and for any use of the Site or Service made using your account. You agree not to access, copy, or otherwise use the Site or the Service, including our intellectual property and trademarks, except as authorized by this Agreement or as otherwise authorized in writing by Hired. Remember when using Hired we ask you to act reasonably and responsibly with others. Your continued access to our Site and use of our Service are contingent on your agreement to act in a proper manner. When using our Site and Service:
You will not copy, distribute or disclose any part of the Site or the Service in any medium, including without limitation by any automated or non-automated “scraping”;
You will not use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Site or the Service in a manner that sends more request messages to Hired servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Hired grants the operators of public search engines revocable permission to use spiders to copy materials from the publicly available searchable indices of the materials, not caches or archives of such materials);
You will not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site or Service;
You will not take any action that we determine, in our sole discretion, imposes, or may impose, an unreasonable or disproportionately large load on our infrastructure;
You will not upload invalid data, viruses, worms or other software agents through the Service;
You will not access the Site or Service through any technology or means other than those provided or authorized by the Service (and access to the Site or Service through virtual private network or proxy is expressly forbidden);
You will not sell, transfer or assign the Site or Service, or your right to use the Site or Service, to any third party, or offer the Site or Service, or any content obtained from the Site or Service, on a time-sharing or other commercial basis;
You agree to act within the bounds of common decency when using our Site or Service;
You agree not to stalk, harass, bully or harm another individual;
You agree not to impersonate any person or entity, use a fictitious name, or misrepresent your affiliation with a person or entity;
You agree not to violate any requirements, procedures, policies or regulations of networks connected to Hired;
You agree not to interfere with or disrupt the Site or Service;
You agree not to hack, spam or phish us or other users;
You agree to provide truthful and accurate Content;
You agree to not violate any law or regulation, and you are responsible for such violations;
You will not use our Site to post any false, misleading, unlawful, defamatory, obscene, invasive, threatening, harassing, inflammatory, or fraudulent Content, including without limitation, any such information or content about a company or individual;
You agree not to cause, or aid in, the destruction, manipulation, removal, disabling, or impairment of any portion of our Site, including the de-indexing or de-caching of any portion of our Site from a thirty party’s website, such as by requesting its removal from a search engine;
You will not upload any Content to our Site that includes any third party intellectual property unless you have permission from the owner to use it in the specific manner that you used it;
Hired may terminate your account for violating one or more of your responsibilities, for violating applicable federal, state/provincial, or local law, any other provision in this Agreement, or for any other lawful purpose or at our discretion, with or without notice.
After a Prospective Employee has registered and created a profile on Hired, he or she will be able to create a listing for a batch using software made available by us through the Service. Prospective Employees are solely responsible for running their own batches. Employers will then have the opportunity to engage with Prospective Employees for their services through the Request process. By creating a listing and using the batch process, the Prospective Employee can see which Employers may be interested in hiring him or her. At the conclusion of the Request process the Prospective Employee may, but is not required to, contact any Employer that made a Request to him or her. All requests by Employers through our Site and Service are non-binding. The Prospective Employee agrees not to attempt to circumvent our Site and Service by independently attempting to communicate with an Employer that contacted or communicated with him or her on our Site or Service.
After an Employer’s registration has been accepted by us, the Employer will be able to browse the Prospective Employees on our Site, communicate anonymously with these Prospective Employees, and submit preliminary non-binding Requests in response to batches conducted by Prospective Employees. If an Employer hires a Prospective Employee from our Site, the Employer will owe Hired a Success Fee (as defined in Section 6 below).
Once an Employer has discovered a Prospective Employee on our Site or Service, the Employer agrees to communicate exclusively with the Prospective Employee through our Site and Service for the duration of the pre-batch, batch and Request process. The Employer and the Prospective Employee may use other means of communication during the hiring process. The Employer agrees not to attempt to circumvent our Site and Service by independently attempting to communicate and hire the Prospective Employee through alternative means after discovering the Prospective Employee on our Site or Service.
Hired does not act as an agent for the purposes of the Request process. Hired merely provides Prospective Employees a location and the software tools to enable them to find and connect with Employers. Prospective Employees and Employers are solely responsible for any issues arising from the use of the Hired batch software, the Site, or their use of Service.
Any agreements created between an Employer and a Prospective Employee are not binding on us. We are not liable for, or obligated to enforce, any agreements between an Employer and a Prospective Employee. You will not consider Hired, nor will Hired be construed as, a party to such transactions, whether or not Hired receives some form of remuneration in connection with the transaction, and Hired will not be liable for any costs or damages arising out of or related to such transaction.
No contractual obligations are created for either the Prospective Employee or the Employer through the use of the Site or the Service. The Prospective Employee is not obligated to accept the highest Request or any Request at all. Additionally, Requests submitted by an Employer to a Prospective Employee through the Request process are not binding on the Employer. At the end of the Request process the Prospective Employee may choose which Employer, if any, he or she wishes to contact.
6.1 For Prospective Employees; Covered Offers
Hired is free for Prospective Employees. A Prospective Employee is required to promptly notify Hired if the Prospective Employee (A) accepts an offer of employment as an employee (an “Employment Offer”), whether for an indefinite or fixed term, (each, an “Employment Engagement”), (B) accepts an offer of engagement as a contractor (a “Contractor Offer”), whether for an indefinite or fixed term (each, a “Contractor Engagement”), (C) accepts an Employment Offer or a Contractor Offer within twelve (12) months after termination of an Internship (as defined below) of any duration;, with (1) an Employer who was identified by the Prospective Employee through the use of our Site or Service, or (2) from an Employer who identified the Prospective Employee through the use of our Site or Service; (D) accepts an Employment Offer made by an Employer during or within twelve (12) months after termination of a Contractor Engagement with such Employer (each, a “Covered Offer”). The date on which a Prospective Employee commences an Employment Engagement or Contractor Engagement is the “Start Date”.
For Employment Offers for full time employment of an indefinite term, the Prospective Employee will receive a payment (the “Prospective Employee Payment”) based upon Hired’s employee bonus scale for the geographical region in which the Prospective Employee works for the Employer. The Prospective Employee Payment will be paid not later than 120 days after the Start Date.
For the purposes hereof, an Internship shall refer to an opportunity for a Prospective Employee to work, as an intern or pursuant to a co-op arrangement, for an Employer for a fixed period of time to assess job skills and shall only apply to Prospective Employees that are enrolled in a university or graduate school, or who have graduated from college or graduate school in the past 6 months.
If you are a Prospective Employee who is using our Site and/or Service, you agree that (E) if you receive a Covered Offer, you shall promptly notify Hired of your Start Date, and the key terms of such Covered Offer (and notify Hired promptly should that Start Date or offer terms change at any time), (F) you shall provide Hired with (1) a copy of a fully executed Covered Offer employment/contractor offer letter, or (2) execute a document between Employer, Hired and Prospective Employee that states material terms, including, among other things, Start Date and compensation, promptly upon the signing of a Covered Offer employment/contractor offer letter between you and such Employer (the “Effective Date”), as requested by Hired, and (G) you will promptly notify Hired after termination of your Employment Engagement or Contractor Engagement as an employee, intern, coop employee or contractor, as the case may be, in the event that (1) an Employer terminates your Employment Engagement or Contractor Engagement based on unsatisfactory performance within ninety (90) days of the Start Date, or (2) you voluntarily terminate your Employment Engagement or Contractor Engagement within ninety (90) days of the Start Date. In the event that before the Start Date, either Employer or Prospective Employee elect not to begin the Employment Engagement or the Contractor Engagement contemplated by the Covered Offer, Prospective Employee shall promptly notify Hired and such Prospective Employee shall not be eligible for the related Prospective Employee Payment. In the event that within ninety (90) days of the Start Date (H) an Employer terminates your Employment Engagement or Contractor Engagement (other than as part of a reduction in force) or (I) you voluntarily terminate your Employment Engagement or Contractor Engagement, and (J) you have received the Prospective Employee Payment, then Hired is entitled to the return of the Prospective Employee Payment and you shall promptly return that Prospective Employee Payment to Hired. The foregoing the repayment amount is a debt immediately owed to Hired, and upon failure to pay, the Prospective Employee will reimburse Hired for any professional fees Hired incurs in enforcing such repayment obligation.
6.2 For Employers
1. Contractor Fees In the case of a Prospective Employee engaged through a Contractor Engagement (“Contractor”) within twelve (12) months of the date on which the Employer first viewed the Prospective Employee on the Site, the Employer shall pay to Hired a fee equal to 30% of the Contractor’s direct labor rate or the fees charged by Contractor to Employer (as set by Contractor) (“Contractor Compensation”). People 2.0 (“Agency”) will manage all Contractor Engagements. Agency operates as the agency of record for all Contractor Engagements. Agency shall be responsible for all Contractor Compensation; Employer will not pay Contractors directly.
Once we have accepted the registration of an Employer, the Employer will be able to make Requests and contact (through the Service) Prospective Employees listed on our Site and Service. If a Prospective Employee identified through use of our Service accepts a Covered Offer within twelve (12) months of the date on which the Employer first viewed the Prospective Employee on the Site, the Employer will be charged a Success Fee. For purposes of this Agreement, “Success Fee” shall refer to both Upfront Success Fees and Monthly Success Fees, and shall be collected, as set forth below:
In the case of an Employment Engagement, the Employer may elect to pay one of the following Success Fee options:
(a) Upfront Success Fee. The Employer may pay a Success Fee equal to 15% of the Prospective Employee’s first year base salary (an “Upfront Success Fee”), which amount shall be due and payable thirty (30) days after the Start Date (the “Upfront Success Fee Option”);
(b) 2% Monthly Success Fee. In the event that Hired in its sole discretion has approved the Employer to pay on a monthly basis, the Employer may pay a monthly Success Fee equal to 2% of the Prospective Employee’s first year base salary (a “Monthly Success Fee”), with the first payment due on the Start Date and each subsequent payment due monthly thereafter for ten (10) months until the earlier of (1) payment of ten Monthly Success Fee installments or (2) termination of the Employment Engagement for which the Monthly Success Fee Option was selected (the “Monthly Success Fee Option”).
Employers choosing the Monthly Success Fee option are required to (c) complete the Hired Direct Debit Authorization Form allowing Hired to directly charge/debit/deduct monthly payments from Employer’s designated bank or credit card account(s) and (d) be subject to a credit review.
In the event that the Employer selects the Monthly Success Fee Option and subsequently wishes to make payment in full, the Employer may contact Employer’s Account Manager or the VP of Finance at Hired, Inc. at 415-813-4987 to ascertain the amount required to buy out the remaining installments of the Monthly Success Fee.
In the event that a Contractor Engagement results in the contractor accepting an Employment Offer, the Employer shall pay a Success Fee equal to a percentage of the Prospective Employee’s first year Contractor Compensation (the “Contractor Conversion Upfront Success Fee”), based on the information outlined in Table 1.0 below. The Contractor Conversion Upfront Success Fee amount shall be due and payable thirty (30) days after the Start Date.
Table 1.0. Hours Worked For Contractor Conversion Upfront Success Fee. Less than 520 Hours 15% 521 - 1,040 Hours 10% More than 1,040 Hours No fee
The Employer will owe Hired a Success Fee for any Covered Offer accepted by a Prospective Employee within twelve (12) months of the date on which the Employer first viewed the Prospective Employee on the Site, as defined above.
B. Notice to Hired.
Employers are required to promptly notify Hired once a Prospective Employee has accepted a Covered Offer and notify Hired of the Start Date for such Prospective Employee (including prompt notification of any subsequent changes in such Start Date.) Employers shall provide Hired with (1) a copy of a fully executed Covered Offer employment/contractor offer letter, or (2) execute a document between Employer, Hired and Prospective Employee that states material employment terms, including, among other things, Start Date and compensation promptly upon the Effective Date. In the event that before the Start Date, either Employer or Prospective Employee elect not to begin the Employment Engagement or Contractor Engagement contemplated by the Covered Offer employment/contractor offer letter, Employer shall promptly notify Hired and the Prospective Employee shall not be eligible for any Prospective Employee Payment.
C. Fee Disputes, Timekeeping, Use of Hired
Notwithstanding the foregoing, in the event of a Success Fee dispute if an Employer can establish that the Employer had an Active Process (as defined below) with the Prospective Employee before using our Site and Service (e.g., the Prospective Employee had already begun the interview process with the Employer and such process had not been terminated, or the Employer had received the Prospective Employee’s resume from an employment or recruiting agency or headhunter and the Prospective Employee was under active consideration by the Employer), the Employer may be exempted from paying the Success Fee. However, the final determination as to whether a Success Fee is owed by the Employer for an accepted Covered Offer will be at the sole discretion of Hired. For the purposes hereof, “Active Process” shall mean continuous direct, back & forth communication, in an active recruiting or hiring context where a decision to put a candidate on hold or reject the candidate has not been made, within the three (3) months prior to using the Site or Service for a Prospective Employee that exists in Employer’s applicant tracking system or that was submitted by an employment or recruiting agency.
Employer shall approve all electronic timesheets submitted by a Contractor within 24 hours of the agreed approval time. It is understood and agreed that Employer’s failure to edit, dispute or correct a timesheet within 24 hours of the approval deadline shall constitute approval of that timesheet and agreement to pay for the time reported.
For a period of 180 days following the end of any Contractor Engagement, whether by termination or expiration, the Employer must use Hired to engage any Contractor formerly provided through Hired, the Site and/or Service.
IF YOU ARE AN EMPLOYER who is using our Site and Service, YOU agree to the Success Fee provisions. If you do not agree with any of the provisions of this Agreement, please terminate your account immediately and cease using Hired. YOUR OBLIGATION TO PAY ANY SUCCESS FEES SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
If an Employer circumvents our Site and/or Service after discovering a Prospective Employee through our Site and/or Service and subsequently hires or engages that Prospective Employee as either an employee or contractor within twelve (12) months of the date on which the Employer first viewed the Prospective Employee on the Site, the Employer will be liable to pay a Success Fee equal to 25% of the 1st year base salary or Contractor Compensation of the Prospective Employee and Hired may, in its sole discretion, terminate the Employer’s account.
D. For Membership Employers Employers accepted into our Membership program (individually a “Membership Employer” and collectively “Membership Employers”), will be charged an agreed upon monthly membership fee for the agreed upon number of months from the date of this Agreement (the “Membership Period”). During the Membership Period, the Membership Employer will be able to browse, Request, and contact (through the Service) and extend Covered Offers to Prospective Employees listed on our Site and Service. Unless otherwise agreed in writing, all Covered Offers accepted within the Membership Period will be subject to no additional fees, including Success Fees, beyond the monthly membership fee.
Membership Employers are required to promptly notify Hired once a Prospective Employee has accepted a Covered Offer and notify Hired of the Start Date for such Prospective Employee (including prompt notification of any subsequent changes in such Start Date.) Membership Employers shall provide Hired with (1) a copy of a fully executed Covered Offer employment/contractor offer letter, or (2) execute a document between the Membership Employer, Hired and Prospective Employee that states material employment or engagement terms, including, among other things, Start Date and compensation promptly upon the Effective Date. In the event that before the Start Date, either the Membership Employer or Prospective Employee elect not to begin the Employment Engagement or Contractor Engagement contemplated by the Covered Offer, the Membership Employer shall promptly notify Hired and the Prospective Employee shall not be eligible for any Prospective Employee Payment.
If a Membership Employer circumvents our Site and/or Service after discovering a Prospective Employee through our Site and/or Service and subsequently hires or engages that Prospective Employee as either an employee or contractor within twelve (12) months of the date on which the Membership Employer first viewed the Prospective Employee on the Site, the Membership Employer will be liable to pay a Success Fee equal to 25% of the 1st year base salary or Contractor Compensation of the Prospective Employee and Hired may, in its sole discretion, terminate the Membership Employer’s account.
Employer agrees to pay the Success Fees charged to Employer’s account in accordance with the fees, charges, and billing terms in effect at the time the Success Fee is due and payable hereunder. An Employer choosing the Monthly Success Fee or the Membership option is required to complete the Hired Direct Debit Authorization Form allowing Hired to directly withdraw, debit or charge monthly payments from Employer’s designated bank or credit card account(s). By accepting Hired’s Terms of Service, Employer agrees that Hired is authorized to immediately withdraw Success Fees due and payable to Hired hereunder from Employer’s account and that no additional notice or consent is required. Employer agrees to immediately notify Hired of any change it its billing address or any account information provided to Hired used for payment hereunder. All fees of any kind payable to Hired or to be paid by Hired pursuant to this Agreement will be in Canadian dollars.
F. Changes In Fees And Billing Methods
Hired reserves the right at any time to change its fees (including to begin charging for services that it is currently providing free of charge) and billing methods, either immediately upon posting on the Site or by email delivery to you.
At Hired we value our customer’s satisfaction in using our Site and Service to hire great Prospective Employees. If (1) an Employer hires a Prospective Employee and terminates the Prospective Employee’s Employment Engagement or Contractor Engagement based on unsatisfactory performance within ninety (90) days of the Start Date, or (2) a Prospective Employee voluntarily terminates his or her Employment Engagement or Contractor Engagement within ninety (90) days of the Start Date, or (3) Prospective Employee does not start the Employment Engagement or Contractor Engagement because either Employer or Prospective Employee elects not to begin the Employment Engagement or Contractor Engagement contemplated in the Covered Offer (each, a “Termination Event”), upon written receipt and confirmation of such information, Hired will fully refund to the Employer the Upfront Success Fee related to the Prospective Employee who was the subject of the Termination Event if such Upfront Success Fee was paid by Employer prior to the Termination Event. In the event that the Employer was paying a Monthly Success Fee for the Prospective Employee who was the subject of the Termination Event, no refund shall be owed to the Employer; however, the Employer’s obligation to pay future Monthly Success Fees shall terminate as of the date on which the Prospective Employee’s Employment Engagement or Contractor Engagement terminates. No refunds shall be provided for Contractor Conversion Upfront Success Fees or for Membership programs.
Through Hired’s Site and Service users of Hired may be able to post content about third parties. Hired is not liable to third parties for any content that has been posted or viewed on Hired’s Site or Service. For your convenience, the following are some important details of this Agreement that affect your rights and remedies:
Our Site includes areas where Prospective Employees or Employers may post content about an individual or company. We are not responsible for the posting of this content;
We are not liable for any contracts, contractual obligations or any other obligations that may arise by statute or operation of law, resulting from any employment or commercial relationship, whether attempted or formalized, between Prospective Employees and Employers;
We are not required to or under any obligation to review, screen, edit, monitor, or remove any content posted on our Site, although we reserve the absolute right to remove, screen, or edit any content at any time and for any reason without any notice to you or any party affected;
We take no responsibility and assume no liability for any user content that is posted, stored, uploaded, or transmitted via the Site or the Service, or for any loss or damages that may occur because of such user content including, but not limited to defamation, slander, libel, falsehoods, obscenity, or profanity;
We take no responsibility and assume no liability for any claim, action, petition, demand for arbitration or lawsuit alleging injury or damage resulting from any use of the Site or Service, whether arising in tort or contract, law or equity;
You agree not to hold any other user of Hired liable for any negative or critical comments, except that you are not obligated to release any other user who submits content that violates any terms of this Agreement or other policies stated anywhere on our Site;
Hired is not liable under any circumstances to any user for any user content submitted, posted or transmitted by any other user, even if that content violates this Agreement or other policies stated anywhere on our Site, and Hired takes no action to remove that content or terminate that user’s account;
Your ability to use or interact with this Site is a privilege, not a right, and we reserve the right to take any action that we deem proper, without notice, to prevent any violation, enforce any provision, or rectify any alleged violations, of this Agreement or any applicable law at our sole discretion.
TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL Hired BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE AND/OR SERVICE, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT Hired HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICE, ON ANY THEORY OF LIABILITY, RESULTING FROM (A) THE USE OR INABILITY TO USE THE SITE AND/OR SERVICE; (B) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE AND/OR SERVICE; OR (C) ANY OTHER MATTER RELATED TO THE SITE AND/OR SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
UNDER NO CIRCUMSTANCES WILL Hired BE LIABLE TO A PROSPECTIVE EMPLOYEE FOR MORE THAN THE GREATER OF (D) Hired’s SHARE OF THE SUCCESS FEE PAID BY THE PROSPECTIVE EMPLOYEE’S EMPLOYER, OR (E) $100, AS A RESULT OF THE PROSPECTIVE EMPLOYEE’S USE OF THE SITE AND/OR SERVICE. IN NO EVENT WILL Hired BE LIABLE TO AN EMPLOYER FOR MORE THAN Hired’s SHARE OF THE SUCCESS FEES PAID BY THE EMPLOYER FOR THE TWELVE MONTH PERIOD PRECEDING THE DATE ON WHICH THE EMPLOYER FIRST ASSERTS A CLAIM ARISING OUT OF OR RELATED TO AN EMPLOYMENT OFFER OR CONTRACTOR OFFER MADE BY EMPLOYER TO A PROSPECTIVE EMPLOYEE.
The design of the Site and the Service along with Hired created text, scripts, graphics, interactive features and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Hired, subject to copyright and other intellectual property rights under United States, Canadian, and foreign laws and international conventions. Hired reserves all rights in and to the Service and the Site. You agree to not engage in the use, copying, or distributing any content contained within the Site or through the Service unless we have given you express written permission to do so.
You hereby grant to Hired and its owners, affiliates, representatives, licensors, licensees and assigns (the “Hired Parties”) a non-exclusive, fully-paid, royalty-free, world-wide, universal, transferable license to: (1) display, publicly perform, distribute, store, broadcast, transmit and reproduce your logo(s), service marks, trademarks and trade names through the Site, the Service and/or any other medium currently invented or invented in the future; and (2) display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or any part of the Content and anything we may make with the Content through the Site, the Service and/or any other medium currently invented or invented in the future. Further, you waive and agree never to assert any and all moral rights in and to all of the materials licensed in this Section 9. We reserve the right to display advertisements in connection with the Content. We are not required to host, display, or distribute any of the Content and we may refuse to accept or transmit the Content, and may remove or delete all or any portion of the Content from Hired at any time. By submitting any Content to us, you hereby represent and warrant that you own all rights to the Content or, alternatively, that you have the right to give us the license described above. Finally, you represent and warrant that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. You understand that when using the Site and/or the Service you will be exposed to content from a variety of sources, and that Hired is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content, and that such content is not the responsibility of Hired. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against the Hired Parties with respect thereto, and agree to indemnify and hold the Hired Parties harmless to the fullest extent allowed by law regarding all matters related to your use of the Site and/or Service.
THE SITE AND SERVICE ARE PROVIDED TO YOU AS IS, AND AS AVALIBLE, FOR YOUR INFORMATION ONLY. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, THE Hired PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THIS AGREEMENT, OUR SITE AND/OR OUR SERVICE, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF OUR SERVICE, or NEGLIGENCE OR ANY OTHER TORT.
THE Hired PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (A) THE SITE AND/OR SERVICE WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SITE AND/OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE AND/OR SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) ANY ERRORS IN THE SITE AND/OR SERVICE WILL BE CORRECTED.
YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND/OR SERVICE.
THE PROVISION OF OUR SERVICE TO YOU IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS AGREEMENT. NOTHING IN THE PROVISIONS OF THIS SECTION SHALL BE CONSTRUED TO LIMIT THE GENERALITY OF THE FIRST PARAGRAPH OF THIS SECTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, REPRESENTATIONS OR CONDITIONS, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY IN FULL TO YOU. IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISION.
You agree to defend, indemnify and hold harmless the Hired Parties from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:
your use of and access to the Site and/or Service;
your violation of any term of this Agreement;
your violation of any third party right, including without limitation any copyright, logo, trademark, service mark, trade name, property, or privacy right;
any amounts awarded against or required to be paid by the Hired Parties resulting from a finding by a court or tribunal of competent jurisdiction that the Hired Parties are employers or related employers of any Prospective Employee or Contractor employed or retained by Employer; or
any claim that any of the Content caused damage to a third party.
This defense and indemnification obligation will survive this Agreement and your use of the Site and/or Service.
You also agree that you have a duty to defend us against such claims. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, settlements and disbursements.
Portions of our Site may allow our users to create content which is user-generated. However, this is an online community so please be respectful and reasonable while communicating with others. Since third parties independently upload their content to our Site and our Service, we are not liable for any defamatory content posted on our Site if published by a third party. Although we may choose to edit or delete any clearly defamatory content, we are not required to, and we reserve any and all defenses for such speech made available to us by the applicable law.
We take copyright infringement very seriously, and we have registered a Registered Copyright Agent with the United States Copyright Office, which limits our liability under the Digital Millennium Copyright Act. It is our policy to terminate the account of any user who repeatedly infringes copyright upon prompt notification to Hired by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Site and/or Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (A) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (B) a description of the copyrighted work that you claim has been infringed; (C) a description of the material that you claim is infringing and a description of the location on the Site and/or Service of the material that you claim is infringing; (D) your address, telephone number and e-mail address; (E) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (F) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for the Company’s Copyright Agent for notice of claims of copyright infringement is as follows: Doug Feirstein, 1455 Market St., 19th Floor, San Francisco, CA 94103; e-mail: firstname.lastname@example.org; telephone: (415) 813 - 4987.
For persons who are not individual residents of the province of Quebec, this Agreement shall be governed by the laws of the United States and the state of California, without giving effect to any principles that provide for the application of the law of another jurisdiction.
For individual residents of the province of Quebec, this Agreement shall be governed by the laws of the province of Quebec and the federal laws of Canada applicable therein, without giving effect to any principles that provide for the application of the law of another jurisdiction.
This clause does not apply to individual residents of the provinces of Quebec, Saskatchewan, or Ontario.
To the extent permitted by the applicable law, any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Agreement where the total amount of the award sought is less than Five Thousand Canadian Dollars (C$5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with the Agreement. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: (A) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (B) all arbitration proceedings shall be held in English; (C) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed to by the parties; and (D) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider. Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. Please note that the laws of the jurisdiction where you are located may be different from California law, including the laws governing what can legally be sold, bought, exported, offered or imported. You shall always comply with all the international and domestic laws, ordinances, regulations and statutes that are applicable to your use of the Site or the Service.
To the extent permitted by the applicable law, any other dispute (including whether the claims asserted are arbitrable) shall be referred to and finally determined by binding and confidential arbitration. Arbitration shall be subject to the U.S. Federal Arbitration Act and not any state/provincial arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).
To the extent permitted by the applicable law, you are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
To the extent permitted by the applicable law, You and Hired must abide by the following rules: (E) ANY CLAIMS BROUGHT BY YOU OR Hired MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (F) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (G) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Hired will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (H) Hired also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (I) the arbitrator shall honor claims of privilege and privacy recognized at law; (J) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for the purposes of enforcement of the arbitration award; (K) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (L) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by applicable law.
The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by Section 7 of this Agreement. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of the Agreement, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by the applicable law.
Notwithstanding the foregoing, either you or Hired may bring an individual action in small claims court. Further, claims of defamation, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. To the extent permitted by the applicable law, such claims shall be exclusively brought in the state or federal courts located in San Francisco County, California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in San Francisco County, California, in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within San Francisco County, California for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
With the exception of the provision above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the provision prohibiting arbitration on a class or collective basis is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor the Company shall be entitled to arbitration. To the extent permitted by the applicable law, if for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in San Francisco County, California. By using the Site or the Service in any manner, you agree to the above arbitration provision.
For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. To the extent permitted by the applicable law, if two or more provisions of this Agreement are deemed to conflict with each other’s operation, Hired shall have the sole right to elect which provision remains in force.
Headings in this Agreement are for reference only and will not be used in its construction and/or interpretation.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
We may suspend the Site, the Service, or any portion thereof, or your account or any other provision of services to you, and we may terminate this Agreement, at our discretion without explanation and notice, though we will strive to provide a timely explanation in most cases. If you wish to terminate this Agreement, you may do so by notifying Hired at any time and closing your account for the Service. Your notice should be sent in writing, in accordance with Section 21 below. Termination of the Agreement may result in the immediate deletion of any or all of the Content that you have submitted to Hired. Hired will not have any liability whatsoever to you for any suspension or termination, including for deletion of the Content. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, success fee provisions, warranty disclaimers, indemnity and limitations of liability.
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
Where Hired requires that you provide an e-mail address, you are responsible for providing Hired with your most current e-mail address. In the event that the last e-mail address you provided to Hired is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Hired’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Hired at the following address: Hired, Inc., 1455 Market St., Floor 19, San Francisco, CA 94103, ATTN: Legal. Such notice shall be deemed given when received by Hired by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
The communications between you and Hired use electronic means, whether you visit the Site or the Service or send Hired e-mails, or whether Hired posts notices on the Site or Service or communicates with you via e-mail. For contractual purposes, you (A) consent to receive communications from Hired in an electronic form; and (B) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Hired provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your statutory rights.