By agreeing to these Terms of Use, I understand and acknowledge the following:

TERMS OF USE

INDEPENDENT CONTRACTOR SERVICES AGREEMENT

Updated: 2022-09-22 14:17:54 UTC

Recruiter.com is an internet application (“Recruiter.com Platform” or the “Application”) owned and operated by Recruiter.com Group, Inc. (Recruiter.com,” “we,” or “us”). Recruiter.com provides a service (the “Service”) that allows its customers (“Customers”) to access Recruiter.com’s network of contractors (“candidate” or “you” or “Contractor”) to identify local providers to meet intermittent needs for services. The Contractors have access to the Application to receive and review requests for services from Customers and to determine their interest in and availability to respond to such requests.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE COVERED DISPUTES, RATHER THAN JUDGE OR JURY TRIALS.

Acknowledgment and Acceptance of Independent Contractor Services Agreement

This Terms of Use Independent Contractor Services Agreement (“Terms of Use” or “Agreement”) is an electronic contract that sets out the legally binding terms of the relationship between Recruiter.com and you. By registering to become a Contractor, you accept and agree to be bound by the terms of this Agreement. Please read it carefully. By accessing the Application, or becoming a Contractor  , you accept this Agreement and agree to the terms, conditions and notices contained and/or referenced herein.

Recruiter.com reserves the right to change this Agreement, and add additional terms at any time, effective upon making the modified provisions available on the Application or by notifying Contractors directly. You are responsible for regularly reviewing the Terms of Use for modifications and updates to its terms. Continued use of the Application after any such changes are made to this Agreement shall constitute your consent to such changes. Other than making the changes available on the Application, Recruiter.com does not assume any obligation to notify Contractors of any changes to this Agreement, or the creation or modification of any additional terms.

Notwithstanding the previous paragraph or any contrary language in this Agreement, the Arbitration Agreement in Section 9 of this Agreement may not be modified or terminated absent a writing signed (electronically or otherwise) by the Company and You.

You acknowledge that you are able to electronically receive, download, and print this Agreement, any other terms, notices, forms (including IRS Form 1099-MISC) and any other notices [documents?] required by, or incorporated into, this Agreement by reference, any amendments to this Agreement, or any other items required by regulation or law. Further, you agree to keep the contact information in your Account current at all times including, but not limited to, your email address, physical address, and phone number.

Use of the Application is permitted only by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, you must be at least 18 years old [or the age of legal majority in the jurisdiction in which you work and legally authorized to work in the United States to become a Contractor. If you do not meet these criteria, you may not register to become a Contractor.

1.  DEFINITIONS

Capitalized terms are defined as set forth below or elsewhere in the Agreement.

1.1  “Services” means the services described in a Recruiter.com Request for services by a Contractor to a Recruiter.com Customer.

1.2  “Recruiter.com Request” means a notice provided, through the Application, to one or more Contractors, which includes a description of the services to be provided by the Contractors, the time by which the Recruiter.com Request must be completed (the “Recruiter.com Completion Date”) and the fee associated with the Recruiter.com Request (the “Payment”). An open request is a request for services that has not yet been accepted by a Contractor (“Open Request”). Contractors can use the Application to review Open Requests and to indicate their availability for Open Requests.  Once a Contractor has accepted a Recruiter.com Request pursuant to Section 2, the Recruiter.com Request will become a “Recruiter.com Engagement”.  (Contractors are under no obligation to accept any Open Request).

1.3  “Recruiter.com Platform” or “Bot” or “Application” means the software application used by Recruiter.com in connection with the Services.

2.  Contractors

2.1 Background Checks and Privacy Information. As part of your initial registration with Recruiter.com , you agree to immediately execute a written consent for a background check. Subject to a satisfactory background check and agreement to the terms herein, you will be eligible to use the Recruiter.com Platform to view and accept Recruiter.com Requests. You further agree to complete any ongoing background checks as may be required by Recruiter.com or a Customer. Failure to complete the initial or ongoing background check processes may result in inability to accept Recruiter.com Requests and/or removal from the Recruiter.com Platform. Please note that in order to run your background check, Recruiter.com will ask for your social security number during the onboarding process. We may also share your social security number with our payment vendor, Stripe, in order to verify your payment account to ensure the safety of your account.

2.2 Best Efforts. By registering to become a Contractor and accepting an Open Request, you agree to use your best efforts to perform the Recruiter.com Engagement such that the Services meet the requirements and specifications of  the Customer, for whom the Open Request was created. Once a Contractor has accepted a Recruiter.com Request, the Open Request will no longer be available for performance by other Contractors who received the Open Request. By accepting an Open Request, you are entering into a binding legal agreement to provide the Services for the Payment specified in the Open Request. Do not accept an Open Request unless you are sure that:  (1) you understand what you are being asked to deliver; (2) you can perform the Services identified in the Open Request; (3) you can deliver the Services in the requested time period; and if required, you can get to and from the Customer’s location.  Failure to timely deliver the Services consistent with the Customer’s requirements and specifications will constitute a breach, resulting in non-payment.  Further, in the event of such a breach, you will be responsible for payment of any additional fees (e.g., rush fees) or costs incurred as a result of your failure to timely complete the Open Request in accordance with the Customer requirements.

3.  INDEPENDENT CONTRACTOR RELATIONSHIP

Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between Recruiter.com and you or between the Customer and you. You will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Recruiter.com that is inconsistent with your being an independent contractor (and not an employee) of Recruiter.com .  You are not the agent of Recruiter.com or the Customer and you are not authorized, and must not represent to any third party that you are authorized, to make any commitment or otherwise act on behalf of Recruiter.com or the Customer.

As an independent contractor, you are solely responsible for determining which Open Requests you will choose to accept and how, when and where you will provide the Services under this Agreement.  Recruiter.com will provide no supervision and will have no control over the manner in which you perform the Services.  Further, you must provide all equipment, tools, material and labor that may be necessary to perform the Services.  You acknowledge and understand that Recruiter.com will not provide you with any equipment, tools, material or labor to perform the Services and will only (subject to the terms and condition stated herein) provide you with access to the Application for purposes of enabling you to access and accept (if you so choose) Recruiter.com Requests and engage in incidental, related activities (if you so choose).

Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) you from engaging in other business activities or providing your services to others that are separate and distinct from any business activities or services that you conduct through the Application.

Without limiting the generality of the foregoing:

3.1  Benefits and Contributions. You are not entitled to or eligible for any benefits that Recruiter.com , its parents, subsidiaries, affiliates or other related entities may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Because you are an independent contractor, Recruiter.com will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. If, notwithstanding the foregoing, you are reclassified as an employee of Recruiter.com , or any affiliate of Recruiter.com (“Affiliate”), by the U.S. Internal Revenue Service (“IRS”), the U.S. Department of Labor (“DOL”), or any other federal, state or foreign court or agency, you agree that you will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by either the Customer and its parents, subsidiaries, affiliates or related entities or by Recruiter.com , its parents, subsidiaries, affiliates or other related entities.

3.2  Taxes. You are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of Payments to you under this Agreement, and you agree to do so in a timely manner. You will comply with all applicable federal, state, local, and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions.  To the extent required by the IRS, Recruiter.com will report the Payments paid to you for services rendered as part of Recruiter.com engagements by filing Form 1099-MISC with IRS. You consent to electronic delivery of Form 1099-MISC, if such form is required or filed. You agree to indemnify Recruiter.com for the cost of any tax liabilities incurred by Recruiter.com as a result of your failure to pay all applicable taxes in a timely manner.

3.3  Third Party Payment Processing Services. Payment processing services for Contractors are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a Contractor on Contractor, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Recruiter.com enabling payment processing services through Stripe, you agree to provide Recruiter.com accurate and complete information about you and your business, and you authorize Recruiter.com to share it and transaction information related to your use of the payment processing services provided by Stripe.

4.  CONFIDENTIALITY

4.1  Use and Disclosure. From time to time, you may be given access to confidential information in the course of performing engagements that you receive through Recruiter.com . During the term of this Agreement and at all times thereafter, you will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Recruiter.com ’s express prior written consent on a case-by-case basis. “Confidential Information” means any and all information related to Recruiter.com ’s or any Customer’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties including Customers) that Recruiter.com and/or the Customer considers to be confidential or proprietary or which Recruiter.com has a duty to treat as confidential.

4.2  Standard of Care. You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care.

4.3  Exceptions. Your obligations under Sections 4.1 and 4.2 will terminate with respect to any particular information that you can prove, by clear and convincing evidence, (a) you lawfully knew prior to Recruiter.com ’s first disclosure to you, (b) a third party rightfully disclosed to you free of any confidentiality duties or obligations, or (c) is, or through no fault of you has become, generally available to the public. Additionally, you will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by Recruiter.com , or is required by law or court order, provided that you immediately notify Recruiter.com in writing of such required disclosure and cooperate with Recruiter.com , at Recruiter.com ’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.

4.4  Removal; Return. Upon Recruiter.com ’s request and upon any termination or expiration of this Agreement, you will promptly (a) return to Recruiter.com or, if so directed by Recruiter.com , destroy all Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to Recruiter.com in writing that you have fully complied with these obligations.

5.  NO CONFLICTS

You represent and warrant that you are not subject to any contract or duty that would be breached by entering into or performing your obligations under this Agreement, or any Recruiter.com Engagement, or that is otherwise inconsistent with this Agreement or any Recruiter.com Engagement.

6.  REPRESENTATIONS AND WARRANTIES

6.1  General. You represent, warrant, and covenant that:

(a)  You have full right, power, and authority to enter into and perform under this Agreement without the consent of any third party (including any of your current or former employers);

(b)  You will comply with all of the terms of this Agreement;

(c)  You will fully conform to the Customer specifications, requirements, and other terms of any  Recruiter.com Request that you accept, and the Services delivered will be of a professional and workmanlike quality;

(d) You will comply with all applicable laws, rules and regulations in connection with performance of the Services under this Agreement;

(e) Any workers that you may employ, engage or otherwise retain to assist with performance of Services under this Agreement are properly classified and treated under any applicable laws and will assist with the performance of Services in a safe, lawful and workmanlike manner.

6.2.  Indemnification.  You will indemnify and hold harmless Recruiter.com and its parents, affiliates, employees, vendors, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees and costs associated with litigation) arising from or relating to a breach by you of any representation, warranty, covenant, or obligation in this Agreement, or arising from or relating to any negligent or intentional act or omission committed by you, in connection with the performance of any Recruiter.com engagement, which act or omission gives rise to any claim for damages against you, Recruiter.com and/or its parents, affiliates, employees or agents.  Recruiter.com specifically denies any obligation to defend and/or indemnify you from and against any third party claims made against you arising from any negligent or intentional act or omission committed by you in connection with the performance of any Recruiter.com engagement.

6.3  Insurance. You acknowledge that you are an independent contractor, not an employee of Recruiter.com . As such, you acknowledge and understand that you are not covered by any insurance that may be provided by Recruiter.com to its employees, including, without limitation, health insurance, workers compensation insurance, general liability insurance, and automobile liability insurance. Recruiter.com requires that, as an independent contractor, you maintain workers’ compensation or occupational accident insurance for which you are solely and exclusively responsible for. Specifically, in the event that you are injured while working in the course and scope of an engagement for Recruiter.com , you acknowledge and understand that you will not be covered by any workers compensation insurance coverage that Recruiter.com may provide to its employees. Further, in the event that your actions cause an injury to a third party while you are working in the course and scope of performing a Recruiter.com Engagement or the Services, you acknowledge and understand that you will not be covered by any general liability or automobile liability insurance coverage that Recruiter.com may have, and that Recruiter.com is not making any commitment to defend and/or indemnify you in such circumstances, and specifically denies such obligation. If you do not provide proof of workers’ compensation or occupational accident insurance, you will be charged a Trust and Safety Fee that will be paid towards Recruiter.com ’s supplemental occupational accident insurance. By agreeing to these Terms, you are agreeing to pay this fee.

6.4  Warranty Disclaimer.  The Application is provided “as is,” as available and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). We disclaim all and make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability of any third party, or as to the accuracy of the postings made on the Application by any third party. Some states and jurisdictions do not allow for all the foregoing limitations on implied warranties, so to that extent, if any, some or all of the above limitations may not apply to you.

7.  LIMITATION OF LIABILITY

IN NO EVENT WILL Recruiter.com BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Recruiter.com ’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS OWED BY Recruiter.com FOR Recruiter.com ENGAGEMENTS PERFORMED UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THIS AGREEMENT.

SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

8.  TERMINATION

8.1  Termination by Recruiter.com .  Recruiter.com reserves the right to terminate your access to the Application if you have not accepted a Recruiter.com Engagement in the previous twelve calendar months, if you materially breach the Agreement or any Recruiter.com Engagement, if you violate the law in connection with your use of the Application (or in connection with the performance of the Services) or if you have otherwise engage in conduct in using the Application that Recruiter.com , in its sole discretion, believes in good faith to be detrimental to its business interests.

8.2  Survival.  Sections 3 (“Independent Contractor Relationship”), 4 (“Confidentiality”), 5 (“No Conflicts”), 6 (“Representations and Warranties”), 7 (“Limitation of Liability”), 8.2 (“Survival”), and 9 (“General Provisions”) will survive any termination or expiration of this Agreement and/or any modification or termination of the Application. Termination or expiration of this Agreement will not affect either party’s liability for any breach of this Agreement such party may have committed before such expiration or termination.

9.  GENERAL PROVISIONS

9.1  Law. Except for the “Mandatory Binding Individual Arbitration And Class Action Waiver” below, which is governed by the Federal Arbitration Act, this Agreement or any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the state of in which the Contractor resides  regardless of your country of origin or where you access Recruiter.com , and notwithstanding any conflicts of law principles.

9.2   Mandatory Binding Individual Arbitration and Class Action Waiver (“Arbitration Agreement”).  The Company and Contractor mutually agree to resolve any justiciable disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court.  This Arbitration Agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and, except as otherwise provided in this Arbitration Agreement, shall apply to any and all claims arising out of or relating to this Contract, the Contractor’s classification as an independent contractor, Contractor’s provision of services to the Company  or its Customers, the payments received by Contractor for providing services to the Company  or its Customers, the termination of this Contract, and all other aspects of the Contractor’s relationship with the Company, past, present or future, whether arising under federal, state or local statutory and/or common law, including without limitation harassment, discrimination or retaliation claims and claims arising under or related to the Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, or Fair Labor Standards Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to Contractor’s relationship or the termination of that relationship with the Company.   The agreement by Contractor and the Company to mutually arbitrate disputes provides consideration for this Arbitration Agreement.  This Arbitration Agreement applies to claims and disputes that the Company may have against Contractor and/or that Contractor may have against the Company, and (1) its affiliates and partners (2) its officers, directors, employees, or agents in their capacity as such or otherwise, and/or (3) all successors and assigns of any of them; any and all of which may enforce this Arbitration Agreement.

The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or alleged waiver of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable.  However, as stated in the “Class Action Waiver” below, the preceding sentence shall not apply to the clause entitled “Class Action Waiver.”

This Arbitration Agreement does not apply to any claim that may not be arbitrated as provided by an Act of Congress. This Arbitration Agreement also does not apply to Private Attorney General Action  claims under California law, which may only be brought in a court of law—not in arbitration.

(a)       If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period.  This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought.  Any demand for arbitration by Contractor must be delivered to Recruiter.com at ondemand@recruiter.com .

(b)       Class Action Waiver.  The Company and Contractor mutually agree that by entering into this Arbitration Agreement , both waive their right to have any dispute or claim brought, heard or arbitrated as a class action and/or collective action, and an arbitrator shall not have any authority to hear or arbitrate any class and/or collective action (“Class Action Waiver”).  Notwithstanding any other clause contained in this Arbitration Agreement or the AAA Rules, as defined below, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class and/or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

(c)        Contractor agrees and acknowledges that entering into this Arbitration Agreement does not change Contractor’s status as an independent contractor in fact and in law, that Contractor is not an employee of the Company or the Company’s Customer and that any disputes in this regard shall be subject to arbitration as provided in this Arbitration Agreement.

(d)       Any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), except as follows:

(1)       The arbitration shall be heard by one arbitrator selected in accordance with the AAA Rules.  The arbitrator shall be a licensed  attorney or retired judge with experience in the law underlying the dispute.

(2)       If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place in the county in which Contractor performed his contractual duties for The Company.

(3)       Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that the Company shall pay all of the Arbitrator’s fees and costs.

(4)       The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.

(5)       Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration.  The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.

(6)       The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.

(7)       The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. The award issued by the Arbitrator may be entered in any court of competent jurisdiction.

(8)        Either the Company or Contractor may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual; provided, however, that all determinations of final relief shall be decided in arbitration, and pursuing the temporary or preliminary injunctive relief shall not constitute a waiver of rights under this agreement to arbitrate.

(e)       Regardless of any other terms of this arbitration agreement, claims may be brought before and remedies awarded by an administrative agency (such as the National Labor Relations Board, Occupational Safety and Health Administration, Equal Employment Opportunity Commission, or U.S. Department of Labor) if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate governed by the Federal Arbitration Act.

(f)        The AAA Rules may be found at www.adr.org or by searching for “AAA Commercial Arbitration Rules” using a service such as www.Google.com or www.Bing.com or by asking  ondemand@recruiter.com to provide a copy.

(g)       This arbitration agreement is the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement. Except In addition to as stated with regard to the Class Action Waiver, above, in the event any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable.  The Arbitration Agreement is a contractual agreement to mutually arbitrate claims; therefore any statements in any Company handbooks or policies that otherwise disclaim contracts do not apply to this Arbitration Agreement.

9.3  Modifications to Application. Recruiter.com reserves the right at any time to modify or discontinue, temporarily or permanently, the Application or the Service (or any part thereof) with or without notice. However, as stated above in Section 8.2 above, Section 9 (“General Provisions”), which contains the Arbitration Agreement, will survive any termination or expiration of this Agreement and/or any modification or termination of the Application or the Service. You agree that Recruiter.com shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Application or the Services.

Last modified: 04/25/2018

CUSTOMER AGREEMENT FOR Recruiter.com SERVICE

Recruiter.com Inc. in affiliation with Recruiter.com Group, Inc.. (“Recruiter.com”) provides a service (the “Service”) that allows its customers to connect with Recruiter.com’s network of geographically distributed contractors (“Contractors”) to obtain service providers for various short term engagements. Please read this Customer Agreement (“Agreement”) in its entirety if you wish to become a customer.

ACKNOWLEDGMENT AND ACCEPTANCE OF CUSTOMER AGREEMENT

This Agreement sets out the terms of the relationship between Recruiter.com and you.  By signing this Agreement and/or by using the Application or the Recruiter.com Platform in connection with the Service, you represent that (1) you have read, understand, and agree to be bound by this agreement, and (2) you have the authority to enter into this agreement personally or on behalf of the company you have named as the Customer.  The terms “you” and “Customer” refer to you or the legal entity which you work for or represent.  This agreement includes Recruiter.com’s Privacy Policy.

You agree and understand that certain features of the Application (defined below) may be subject to additional terms and conditions or registration requirements.  You agree to abide by these additional terms and you further agree that a violation of those terms shall constitute a breach of this Agreement.  Recruiter.com reserves the right to change this Agreement, and any additional terms at any time, effective upon making the modified provisions available on the Application or by notifying you directly.  You are responsible for regularly reviewing this Agreement for updates and modifications to its terms.  Continued use of the Application and/or the Recruiter.com Platform after any such changes are made to this Agreement shall constitute your consent to such changes.  Other than making the changes available on the Application, Recruiter.com does not and will not assume any obligation to notify Contractors of any changes to this Agreement, or the creation or modification of any additional terms.

1. DEFINITIONS

Capitalized terms are defined as set forth below or elsewhere in the Agreement.

1.1  “Deliverables” means the deliverables specified in a Recruiter.com Request for delivery by a Contractor to you.

1.2  “Recruiter.com Request” means a notice provided by Recruiter.com to one or more Contractors, which includes a description of the services to be provided by the Contractors and the associated Deliverables, the date by which the Recruiter.com Request must be completed and the fee for the Contractor who performs the Recruiter.com Request (the “Payment”).   The Payment will be subject to an additional charge to compensate Recruiter.com for creating, hosting, administering and providing the Application (the “Service Fee”).

1.3  “Recruiter.com Platform” or the “Application” means the software used by Recruiter.com in connection with the Service.

1.4  “Service Request” means a request for Service or work by you which includes a description of the Deliverables for which you wish to engage Contractors. Once the Customer and Contractor have agreed upon the terms of a Service Request pursuant to Section 2, the Service Request will become a “Service Engagement”.

2. SERVICE REQUEST

Customer may from time to time submit a Service Request to Recruiter.com via the Application. We reserve the right to  reject any Service Request that is not appropriate, that violates the terms of service or use or that we believe in good faith to be inconsistent with the business interests of Recruiter.com or the integrity of the Application.

3. FEES AND PAYMENT

3.1  Fees.  Recruiter.com charges fees and collects payment for each Service Engagement.   You agree to provide Recruiter.com with complete and accurate billing and contact information, including but not limited to, Customer’s legal name, street address, e-mail address, and the name and telephone number of an authorized billing contact. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, Recruiter.com reserves the right to terminate your access to the Service, and any outstanding Service Engagement, in addition to pursuing any available legal remedies. Generally, you will be billed each day for services provided that day.  Special payment arrangements may be made when appropriate.  The Service Fee for engaging a Contractor as an independent contractor totals 45% of the Payment amount and is generally for creating, hosting, administering, maintaining and providing the Application (collectively, the “Invoice Amount”).  A Service Request shall be considered complete once the Deliverables have been accepted by Customer in accordance with Section 4. The charge for Service Engagements that involve Recruiter.com’s payroll application for hiring Contractors as employees will be determined based on the type of engagement and geographic location of the Contractor and that is mutually agreed upon by Recruiter.com and you.

3.2  Taxes.  Recruiter.com’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Recruiter.com has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer.

3.3 Direct Hire Fee.  In the event Customer or any Customer director, officer, or employee (collectively, “Customer Personnel”) desires to Hire or otherwise directly engage a Contractor outside of the Recruiter.com Application in the twelve (12) months following Customer’s or any Customer Personnel’s last contact with Contractor through the Recruiter.com Platform, Customer will notify Recruiter.com and subsequently Customer will be billed and Customer agrees to pay  six hundred dollars ($600) for such direct Hire or other engagement of the Contractor. Such Direct Hire Fee shall be charged regardless of whether: (a) Contractor contacts Customer or applies to Customer independently or otherwise through a public job posting or other job board; (b) different Customer Personnel are involved in the direct Hire of the Contractor and previous engagement of the Contractor through the Recruiter.com Platform; or (c) Customer notifies Recruiter.com of such direct Hire or engagement of the Contractor. Any hire or engagement of the Contractor by Customer set forth above shall be defined as a “Hire” and shall trigger the Direct Hire Fee, including a full time hire, part time hire, independent contractor hire, intern hire, or any other such engagement where Contractor receives any compensation from Customer. In addition, “Hire” also shall include any situation where Customer who had contact with Contractor through the Recruiter.com Application provides any information regarding Contractor to a third party and that third party hires Contractor within the twelve (12) month period, in any capacity, whether a full time hire, part time hire, independent contractor hire, intern hire, or any other such engagement or relationship where Contractor receives any compensation, directly or indirectly, from Customer and/or the third party.

3.4 Late Cancellation Fee. In the event that Customer cancels a project or a Service Engagement less than three hours before the performance of the service is to begin, the Customer will be required to pay half of the cost of the Service Engagement.  The cost includes both the payment to the Contractor and the fee paid to Recruiter.com.

3.5 Late Payment Charges. Any invoice which remains unpaid after the due date shall bear interest at the rate of 1.5% per month. If the amount of any late payment charge exceeds the maximum permitted by law, the charge will be reduced to that maximum amount.

4. IP OWNERSHIP

4.1  Recruiter.com IP.  Customer acknowledges that all the intellectual property rights in the Application, the Service, the Recruiter.com Platform, and any metadata or other information generated or submitted to Recruiter.com by a Contractor in the course of performing a Recruiter.com Request are owned by Recruiter.com or Recruiter.com’s licensors or suppliers (the “Recruiter.com IP”). Customer shall not obtain, by this Agreement, any right, title or interest in the trademarks of Recruiter.com or Recruiter.com’s licensors, affiliates or suppliers, nor shall this Agreement give Customer the right to use, refer to, or incorporate in marketing or other materials the name, logos, trademarks or copyrights of Recruiter.com or Recruiter.com’s licensors, affiliates or suppliers. Customer agrees not to (a) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the Recruiter.com IP, or (b) rent, lease, loan, or sell access to the Recruiter.com IP.

4.2  Suggestions.  Customer hereby grants to Recruiter.com a royalty-free, worldwide, transferable, irrevocable, perpetual license to use, reproduce, modify, or incorporate into the Recruiter.com IP, and otherwise fully exploit, any suggestions, enhancement requests, recommendations or other feedback provided by Customer related to the Recruiter.com IP.

5. CONFIDENTIALITY

5.1  Definition of Confidential Information.  As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information shall not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information.

5.2  Protection of Confidential Information.  Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and the Receiving Party shall only disclose the Confidential Information of the Disclosing Party to those of the Receiving Party’s employees, contractors and agents who need such access to perform obligations or exercise rights under this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

5.3  Compelled Disclosure.  The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent such disclosure is compelled by law, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

5.4  Information Included in Service Engagements.  Notwithstanding the foregoing, Customer acknowledges and agrees that some of the information that it provides in Service Engagements will be sent to Contractors who will need this information to respond to requests to perform one or more Recruiter.com Requests. By submitting a Service Request, Customer is requesting, and expressly consents to have details of the Service Engagement sent to Contractors that provide like or similar services to those sought through the Recruiter.com Requests. Customer agrees that all information that Customer provides will be accurate, current and truthful to the best of its knowledge.

6. DISCLAIMERS

THE SERVICE AND THE DELIVERABLES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE.” Recruiter.com EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. Recruiter.com MAKES NO WARRANTY THAT (A) THE SERVICE OR DELIVERABLES WILL MEET CUSTOMER’S REQUIREMENTS; (B) THE SERVICE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR DELIVERABLES WILL BE ACCURATE OR RELIABLE. Recruiter.com DOES NOT AND CANNOT GUARANTEE A MATCH BETWEEN EACH Recruiter.com REQUEST AND A Contractor OR THAT THERE ARE Contractors IN EACH GEOGRAPHIC AREA REQUESTED BY CUSTOMER WHO ARE WILLING TO FULFILL THE Recruiter.com REQUEST AT THE TIME AND PLACE REQUESTED. CUSTOMER ACKNOWLEDGES AND AGREES THAT Recruiter.com HAS NO LIABILITY FOR THE ACTION, OR INACTION, OF ANY Contractor AND THAT THERE IS NO EMPLOYMENT, JOINT VENTURE, OR AGENCY RELATIONSHIP BETWEEN Recruiter.com AND THE Contractors. Recruiter.com DOES NOT GUARANTEE OR WARRANT THE Contractors’ PERFORMANCE OF THE Recruiter.com REQUESTS OR THE OUTCOME OR QUALITY OF THE DELIVERABLES PROVIDED.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL Recruiter.com BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM CUSTOMER’S USE OF THE Recruiter.com IP OR THE DELIVERABLES, EVEN IF Recruiter.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, Recruiter.com’S LIABILITY TO CUSTOMER FOR ANY DAMAGES ARISING FROM OR RELATED TO CUSTOMER’S USE OF THE Recruiter.com IP OR THE DELIVERABLES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) WILL AT ALL TIMES BE LIMITED TO THE FEES CUSTOMER PAID TO Recruiter.com IN THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THE AGREEMENT.

8. RELATIONSHIPS BETWEEN Recruiter.com, Contractors AND THE
CUSTOMERS

8.1  Recruiter.com provides a platform through which Customers and Contractors  can buy and sell Services online. Under this Agreement (and Recruiter.com’s service agreement with Contractors), Recruiter.com provides services to both Customers and Contractors, including the provision of a technology platform, aimed at facilitating the formation of contracts between Customers and Contractors and informally managing disputes related to those contracts. Through the Application, Customers can post Service Requests and invite Contractors to accept. If a Customer and Contractor agree on terms, including how a Contractor will be classified, a Contract is formed directly between such Customer and Contractor.

8.2  The Parties expressly agree that no joint venture, partnership, employment, or agency agreement exists between them as a result of this Agreement or any use of the Application.

8.3    Worker classification. Customer understands that it has the option to determine whether a particular Request will be for work to be performed by a Contractor as an independent contractor or as an employee. This determination is solely in Customer’s control. By entering into this Agreement, Customer has independently determined that it will engage and classify Contractors as independent contractors. Customer acknowledges that Contractor does not have authority to enter into written or oral — whether implied or express — contracts on behalf of Recruiter.com. Customer acknowledges that Recruiter.com does not and will not, in any way, supervise, direct, or control Contractor’s work or Services performed in any manner. Recruiter.com does not set Contractor’s work hours and location of work, nor is Recruiter.com involved in determining the type or manner of compensation to be paid for any Service Request. Recruiter.com also does not and will not provide Contractor with training or any equipment, labor or materials needed for a particular Request. For Contractors engaged as indpendent conractors, Recruiter.com will not deduct any amount for applicable withholding that may be required by law for employees such as federal and state taxes, unemployment and Social Security. Customer may not require an exclusive relationship between Customer and Contractor. Customer will not restrict (or attempt to restrict) Contractor’s ability to perform Requests for other Recruiter.com customers or from being employed by or otherwise engaging with persons or businesses other than Customer, including any competitor of Customer. For Contracts classified as employer-employee relationships, Customer will manage the Recruiter.com Request through Recruiter.com’s payrolling program, where the Contractor becomes an hourly employee of Recruiter.com’s staffing affiliate and Contractor and Customer enter into appropriate additional agreements.

9. TERMINATION

9.1  Termination Without Cause.  Either party may terminate this Agreement without cause, effective immediately upon notice to the other party,  however, cancellation of this Agreement shall not relieve any party of their obligations relative to any Service Engagements that has been entered into but not completed at the time of the cancellation.

9.2  Surviving Provisions.  Sections 3 (“Fees and Payment”), 5 (“IP Ownership”), 6 (“Confidentiality”), 7 (“Disclaimers”), 8 (“Limitation of Liability”), 9.2 (“Surviving Provisions”) and 10 (“Miscellaneous”) shall survive any termination of this Agreement.

10. MISCELLANEOUS

10.1  Law.  This Agreement or any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the State of Georgia regardless of your country of origin or where you access Recruiter.com, and notwithstanding any conflicts of law principles.

10.2  Arbitration.  You agree that THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE, THE APPLICATION AND/OR THE SERVICES PROVIDED (INCLUDING YOUR VISIT TO OR USE OF THE WEBSITE AND/OR THE SERVICE) SHALL BE FINAL AND BINDING ARBITRATION, except that to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s patent, copyright, trademark or trade secret rights, or you have otherwise violated any of the user conduct rules set forth above then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought.

To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the Application and/or the Service (including your visit to or use of the Application and/or the Service) be instituted more than three (3) years after the cause of action arose.

Before filing a Claim for arbitration or otherwise seeking relief in a court of law, you agree to first inform Recruiter.com (support@Recruiter.com.com) of your complaint and seek resolution.  This notice of dispute must include: your name, relevant account information, a brief description of your dispute, and contact information, so that Recruiter.com may evaluate the dispute and attempt to informally resolve same. Recruiter.com will have 60 days from the date of your original complaint to informally resolve the dispute, which if successful will avoid the need for further action.

10.3  Arbitration Procedures.  In the unlikely event that you and Recruiter.com end up in a legal dispute and have not been able to resolve it within 60 days of your original informal claim, you and Recruiter.com agree to the following:

All Claims (excluding claims for injunctive or other equitable relief) must be resolved through binding arbitration before an AAA arbitrator located in Georgia under the commercial dispute resolution rules then in effect for AAA, except as provided herein.  Any disputes as to the applicable rules and procedures shall be resolved by the AAA arbitrator.

The party wishing to initiate arbitration must submit a written demand for arbitration. If you initiate a Claim, you will submit the demand by certified mail to Recruiter.com at 500 7th Ave, New York, NY 10018 If Recruiter.com initiates a claim, Recruiter.com will serve a demand for arbitration upon you by email to the email address on file with Recruiter.com, and may send a copy by certified mail to your last known address (or to another address specified by you in your notice of dispute of your informal claim). You agree to service of process in that manner. Any demand for arbitration by either party shall identify the parties to the dispute, describe the legal and factual basis of the dispute, and specifically state the remedy being sought.

10.4  Severability.  If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

10.5  No Assignment.  This Agreement and your rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without Recruiter.com’s express prior written consent. Any attempted assignment, delegation or transfer in violation of the foregoing will be null and void. Recruiter.com may assign this Agreement or any of its rights under this Agreement to any third party with or without your written consent.

10.6  Notices.  Recruiter.com may give any notice required by this Agreement by means of a general notice on the Application, electronic mail to your email address on record with Recruiter.com, or by written communication sent by first class mail or pre-paid post to your address on record with Recruiter.com. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or upon sending (if sent by email). Except as set forth in Section 10.3 above, you may give notice to Recruiter.com. Such notice shall be deemed given when received by Recruiter.com by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the following address: 500 7th Ave, New York, NY 10018 or email to ondemand@recruiter.com.

10.7  Waiver.  All waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

10.8  Entire Agreement.  This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications and understandings between the parties. Except as permitted herein, no modification or amendment to this Agreement will be effective unless in writing and signed by the party to be charged. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Service Engagement, the terms of this Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in any purchase order or other order documentation (excluding Service Engagements) shall be incorporated into or form any part of this Agreement, and all such terms and conditions shall be null and void.

10.9  Modifications to Application.  Recruiter.com reserves the right at any time to modify or discontinue, temporarily or permanently, the Application or the Service (or any part thereof) with or without notice. You agree that Recruiter.com shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Application or the Service.

11. CONTACTING Recruiter.com

If you wish to report a violation of the Customer Agreement, have any questions or need assistance, please contact Customer Support at ondemand@recruiter.com.