Changes to the Terms and Conditions: Company may, at any time, update these Terms and Conditions and all changes will be effective immediately. If any material changes are made, Company will notify you and a notice of change will also be posted on Company’s website.
Services of Company. Subject to the terms and conditions of this Agreement, Company agrees to perform employee recruiting services (“Services”) on behalf of Client, including the Monthly Recruiting Service Subscription. The Services shall consist of locating and recruiting an individual who may fit specific recruiting specifications (the “Specifications”) that may be, from time-to-time, identified in writing by Client. The Services shall also consist of: (a) searching, screening, and pre-qualifying potential candidates meeting the Specifications provided by Client; (b) conducting preliminary reference checking; (c) screening potential candidates by video to ascertain the compatibility and interest in accordance with the Specifications; (d) orally or in writing, presenting those candidates who meet the personal and professional qualifications specified by Client, who have expressed a desire for continued information regarding the position(s) available in the communities served by Client; (e) fully informing Client of candidate’s qualifications and requirements; and (g) keeping the Client informed and updated on current contacts with all candidates.
Registration: In order to use the Services offered by Company, you hereby agree to provide true and accurate information which may include your name, email address, business name, as well as any other information requested by Company. You also agree to not provide any false or misleading information regarding your identity or business information. You also agree to correct any mistake as to any information you have provided or, if any such information is misleading or becomes misleading, you agree to correct such misleading information. Should you knowingly or willingly provide false or misleading information, or fail to correct known mistakes, in addition to other available remedies, Company reserves the right to suspend or terminate your account and all Services.
Client’s Duties. It is critical that Client be truthful with Company every step of the way. This helps Company perform the Services in an effective and efficient manner. Company may ask Client for various documents and information and this Agreement requires Client to provide those items. Of course, if Client has any questions or concerns about anything Company’s requests, simply bring it to Company’s attention and we will discuss it.
Candidate Referrals. Client acknowledges that candidates who have responded to ads placed on behalf of the Client may be applying for positions with other potential employers. Candidates who are not hired by the Client may be referred by Company to other potential employers. Company agrees that, during the term of this Agreement and for one year following its termination, Company will not recruit or solicit any employee of Client to fill a position for another client of Company.
Term. The term (“Term”) of this Agreement shall commence on the Effective Date for the period specified in the Monthly Recruiting Service Subscription. Company reserves its right to, and may at its sole discretion, terminate Client’s access to Services if Company becomes aware that Client has provided false or misleading information or if Company believes that Client may cause legal liability for Company. Once Client’s account is temporarily closed or terminated, Client may not use Company’s services under a different or new account.
Recruiting Services Fee. Client agrees to pay Company a recurring service fee per month as provided in the Monthly Recruiting Service Subscription. Said fee is due and payable upon the date of this Agreement and shall be automatically charged on the same date each month. Client acknowledges the Company currently uses PayPal to manage Client payments. The agreement between the Client and PayPal is a separate agreement and shall in no way change, alter, or supersede this Agreement between the Client and the Company. All fees paid to Company are non-refundable and non-transferable unless Company provides otherwise.
Confidentiality. To the maximum extent allowed by law, the Parties agree to maintain the confidentiality of the terms, covenants, and conditions of this Agreement. No party shall make any further disclosure of these matters except: (a) to their own attorneys, accountants, and insurers; (b) in state or federal tax returns or proceedings; (c) in proceedings to enforce this Agreement; or (d) as otherwise required by law. Any party who believes that he/she/it is or may be required by law to disclose any matter that is the subject of this Agreement shall provide all other parties to this Agreement with advance notice of the proceeding or circumstances in which disclosure is or may be required, and with an opportunity to object to the disclosure or otherwise seek a protective order.
Indemnification of Company. To the maximum extent permitted by law, Client will defend, indemnify and hold Company and its parent, subsidiaries, directors, shareholders, officers, agents, representatives and employees harmless from and against any and all claims, losses, damages, causes of action, claims for relief, costs (including reasonable attorney fees and court costs) to the extent caused by Client’s breach of this Agreement, its failure to discharge its duties and responsibilities set forth in this Agreement, or the negligence or willful misconduct of Client or Client’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.
No Guarantee; Warranties Disclaimer. NOTHING IN THIS AGREEMENT AND NONE OF COMPANY’S STATEMENTS SHOULD BE CONSTRUED AS A GUARANTEE OR PROMISE ABOUT THE OUTCOME OF A MATTER. THE FACT IS, EMPLOYMENT OF RECRUITED CANDIDATES IS UNPREDICTABLE AND COMPANY CAN ONLY SUGGEST/ESTIMATE HOW LONG IT MAY TAKE TO IDENTIFY CANDIDATES AND HOW THE RECRUITED CANDIDATE MAY FIT WITH CLIENT. THIS BEING SAID AND EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, COMPANY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, INDEMNITIES, AND GUARANTEES OF ANY KIND WHATSOEVER TO CLIENT, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY COMPANY OR OTHERWISE, (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE).
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES HEREBY KNOWINGLY WAIVE ALL RIGHTS TO SEEK DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE OTHER THAN DIRECT DAMAGES RESULTING FROM A BREACH OF THIS AGREEMENT AND OUT OF POCKET EXPENSES, AND ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THE SERVICES, INCLUDING PUNITIVE OR EXEMPLARY DAMAGES, REGARDLESS OF WHETHER THE CLAIM IS BASED UPON ANY CONTRACT, TORT, OR OTHER LEGAL OR EQUITABLE THEORY. THE PARTIES AGREE TO THIS LIMITATION OF LIABILITY REGARDLESS IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In all instances, the maximum liability of Company to Client for damages arising out of this Agreement shall be limited to a refund of the amount paid by Client to Company during the 6-month period preceding Client providing notice of the claim to Company.
Relationship of Parties. Nothing contained herein shall be deemed or construed by the Parties, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the Parties, it being understood and agreed that Company is and will be at all times an independent contractor pursuant to this Agreement and shall not, in any way, be considered to be an officer, agent, or employee of Client.
Arbitration. a. Any and all disputes, controversies or claims between Client and Company in any way relating to, or arising from this Agreement shall be subject to arbitration in San Diego County, California, and administered by the Judicial Arbitration and Mediation Services Inc. (JAMS) in accordance with JAMS Comprehensive or Streamlined Arbitration Rules; such rules are available for review at http://www.jamsadr.com/rules-comprehensive-arbitration/ and http://www.jamsadr.com/rules-streamlined-arbitration/. The arbitrator shall apply the laws of the state of California, including principals of equity, but without regard to principals of conflicts of law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction hereof.
- Such arbitration shall be filed and maintained as an individual matter, and not as a class-action, collective action or other action involving more than one individual plaintiff, claimant or petitioner, nor in any manner alleging that the one bringing the arbitration matter is serving (or seeking to serve) in any representative capacity. The parties hereby waive any and all rights or interests in pursuing a class or collective action, or any group or multi-claimant action in regard to controversies arising out of this Agreement, in the interests of pursuing the streamlined and cost-effective alternative of individual arbitration proceedings as described herein. Accordingly, the parties also agree that the arbitrator of any such controversies may not join, consolidate, coordinate or jointly manage the claims of more than one person for any purpose (i.e., prehearing, discovery, hearing or otherwise), and may not otherwise preside over any form of class, collective or representative proceeding.
- A party wishing to initiate arbitration must first send the other party a written notice of dispute. The notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand”). If the parties are unable to reach an agreement to resolve the dispute within thirty (30) days after receipt of the notice described herein, then either party may thereafter commence an arbitration proceeding with JAMS pursuant to the then applicable rules and procedures of JAMS.
- The parties agree that there shall be a single Arbitrator appointed for all purposes including presiding over any hearing and issuing a final decision. The parties agree that the Arbitrator shall be a retired judge on the JAMS panel. If the parties are unable to agree on an Arbitrator then the administrator for JAMS shall select an arbitrator from its panel of retired judges in accordance with the then applicable JAMS rules and procedures.
- The parties shall bear their own costs, including, without limitation, attorneys’ fees, and shall each pay one-half (1/2) of all arbitration fees and costs including those of the arbitrator. Such fees shall be timely paid.
Force Majeure. Each party’s obligations (other than payment obligations) under this Agreement shall be excused and suspended during the existence of any event of force majeure, which shall consist of a strike, work stoppage or other labor dispute, or a war, riot, fire, flood, storm or other Act of God beyond the control of such party, or which may consist of a governmental or governmental agency order of general or geographic area-wide application that is not directed solely at such party, but only to the extent that such event is responsible for such party’s non-performance of any such obligation. No party shall be responsible or liable for any loss, damage, injury, cost or expense suffered, incurred, or sustained by any other party by reason of such non-performance due to force majeure.
Entire Agreement; Assignment. This Agreement sets forth the entire agreement and understanding between the Parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Client may not assign or transfer, voluntarily or by operation of law, any of its rights under this Agreement, or delegate any of its duties, under this Agreement to any third party without the Company’s prior written consent. Any attempted assignment, transfer, or delegation without written consent will be treated as null and void.
Severability; Waiver. The provisions of this Agreement are divisible; if any such provision shall be deemed invalid or unenforceable, such provision shall be deemed limited to the extent necessary to render it valid and enforceable and the remaining provisions of this Agreement shall continue in full force and effect without being impaired or invalidated in any way. No waiver of any provision of this Agreement may be deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver will be binding unless executed in writing by the party making the waiver.
Successors and Assigns. This Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the successors and assigns of Company and to the permitted successors and assigns of Client.