Last Revised: February 2, 2016
Replaces the September 17, 2014 version in its entirety (see changes)
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 WARRANT AND REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH Hired, AND (3) 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 that is interested in hiring Prospective Employees through the use of our Service. The term “you” refers to the individual or legal entity, as applicable, identified as the user when you register on the Site.
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 offers to enter into any agreements or create contractual obligations between Prospective Employees and 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 (1) you will use any content submitted by Prospective Employees in accordance with applicable privacy and data protection laws; (2) you will not disclose the names or identities of any Prospective Employees listed for any batch, outside of your recruiting or hiring department; AND (3) 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, CVs, 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.
WHERE YOU ARE AN EMPLOYER, THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN BY WAY OF COURT PROCEDURE, 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 Revised” date at the top of the Agreement. If we make any material changes, and you have registered to use the Service, we will 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 earlier 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 may stop using the Site and/or the Service. 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 offers to enter into any agreements or create 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 USING AVAILABLE PUBLIC RECORDS). YOU AGREE TO: (1) CONDUCT ANY BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THAT YOU MAY REQUIRE BEFORE MAKING AN OFFER OF EMPLOYMENT TO A PROSPECTIVE EMPLOYEE, AND (2) COMPLY 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 (1) provide true, accurate, current, and complete information about yourself as prompted by the Service registration form (“Registration Data”), and (2) 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 and/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, immigration status 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, Facebook or Twitter to register. We may 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 may review the information that you provided to us during the registration process and 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.
Hired, the Employer and the Prospective Employee agree that for the purposes of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (the "Conduct Regulations"), Hired shall be an 'employment agency', the Employer shall be a 'hirer' and the Prospective Employee shall be a 'work-seeker', as defined in the Conduct Regulations and Employment Agencies Act 1973.
By accepting the terms set out in this Agreement, the Prospective Employee agrees to provide Hired with such information as Hired may reasonably request, including (without limitation) as to the identity of the Prospective Employee and information in relation to the Prospective Employee’s experience, training, qualifications and authorisations as are necessary to undertake the work. The Prospective Employee accepts that Hired may not be able to introduce the Prospective Employee to an Employer if any of the information requested is required and has not been provided.
By accepting the terms set out in this Agreement, the Employer agrees to provide all the information needed by Hired to enable Hired to comply with its obligations under the Conduct Regulations. This includes (but is not limited to) providing the following information to Hired as soon as reasonably practicable after such information has been requested by Hired:
The Employer shall notify Hired as soon as reasonably practicable if any of this information changes. The Employer accepts that Hired may not be able to introduce a Prospective Employee if any of the information referred to above has not been provided.
The Employer shall indemnify and keep indemnified the Hired Parties and their respective officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable legal fees) arising from the Employer's breach of any of its obligations under this Section 4, including as a result of the Employer's failing to provide the information required or providing information which is inaccurate or incomplete.
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 trade marks, except as authorised by this Agreement or as otherwise authorised 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/or Service:
Without prejudice to any other rights, Hired may terminate your account for violating one or more of your responsibilities, for violating applicable laws, rules or regulations, 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 must comply with this Agreement, and any other rules or instructions from Hired, when conducting a batch.
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/or 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 or their use of the Site and/or 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 agreements, whether or not Hired receives some form of remuneration in connection with the agreements, and Hired will not be liable for any costs or damages arising out of or related to such transaction.
No contractual obligations or offers are created between the Prospective Employee and the Employer through the use of the Site and/or 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 do not constitute an offer, acceptance or binding agreement 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.
Hired is free for Prospective Employees. A Prospective Employee agrees to promptly notify Hired if the Prospective Employee (1) accepts an offer of employment (an “Employment Offer”), whether for an indefinite or fixed term, (2) accepts an offer of employment as a contractor or consultant (a “Consulting Engagement”), whether for an indefinite or fixed term, (3) accepts an Employment Offer or a Consulting Engagement during or within twelve (12) months after termination of an Internship (as defined below) of any duration (a) with an Employer who was identified by the Prospective Employee through the use of our Site or Service or (b) from an Employer who identified the Prospective Employee through the use of our Site or Service, or (4) accepts an Employment Offer made by an Employer during or within twelve (12) months after termination of a Consulting Engagement with such Employer, each of the above a “Covered Offer”. Subject to the Prospective Employee complying with the terms of this Section 7 (Payment and Refunds), Hired will pay the Prospective Employee an amount based upon Hired’s employee bonus scale for the geographical region in which the Prospective Employee works for the Employer (the “Prospective Employee Payment”); the Prospective Employee Payment will be made no later than 120 days after the Start Date of the Prospective Employee with an Employer pursuant to an Employment Offer for full time employment of an indefinite term. The date on which a Prospective Employee commences work under an Employment Offer or Consulting Engagement is 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 college 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 (1) 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), (2) you shall provide Hired with (a) a copy of a fully executed Covered Offer employment offer letter, or (b) 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 signing of a Covered Offer employment offer letter between you and such Employer (the “Effective Date”), as requested by Hired, and (3) you will promptly notify Hired after termination of your employment as an employee, intern, coop employee, consultant or contractor (“Employment”) in the event that (a) an Employer terminates your Employment based on unsatisfactory performance within ninety (90) days of the date on which your Employment commenced, or (b) you voluntarily terminate your Employment within ninety (90) days of the date on which your Employment commenced. In the event that before the Start Date, either Employer or Prospective Employee elect not to begin the employment relationship 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 date on which your Employment commenced (4) an Employer terminates your Employment (other than as part of a reduction in force) or (5) you voluntarily terminate your Employment, and (6) 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 repayment amount is a debt immediately owed to Hired and the Prospective Employee will pay for any professional fees Hired incurs in enforcing such repayment obligation.
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 two Success Fee options: (1) 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”); OR (2) in the event that Hired in its sole discretion has approved the Employer to pay on a monthly basis (the “Monthly Success Fee Option”), the Employer may pay a monthly Success Fee equal to 2% of the 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 (a) payment of ten Monthly Success Fee installments or (b) termination of the Prospective Employee for whom the Monthly Success Fee Option was selected.
Employers granted the Monthly Success Fee option are required to (1) 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) and (2) 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 CFO at Hired at 00-1-415-813-4987 to ascertain the amount required to buy out the remaining installments of the Monthly Success Fee.
In the case of a Consulting Engagement within twelve (12) months of the date on which the Employer first viewed the contractor or consultant on the Site, the Employer shall pay a fee equal to 20% of the compensation to be paid for the period of such Consulting Engagement (the “Consulting Fee”). Employer shall provide Hired with a monthly compensation estimate of which 20% of this amount shall be due and payable thirty (30) days after the Start Date and each subsequent month of Consulting Engagement, for as long as the Consulting Engagement continues. If Prospective Employee works more or less than the monthly compensation estimate, Employer will inform Hired and future invoices will be modified accordingly.
In the event that a Consulting Engagement results in the Prospective Employee accepting an Employment Offer, the Employer shall pay a Success Fee equal to 20% of the Prospective Employee’s first year base salary (the “Conversion Upfront Success Fee”), which amount shall be due and payable thirty (30) days after the Start Date. The Conversion Upfront Success Fee will be discounted by any prior Consulting Fee payments paid for such Prospective Employee. Employers choosing the Consulting Engagement option are required to (1) 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), and (2) be subject to a credit review.
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 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 relationship contemplated by the Covered Offer, Employer shall promptly notify Hired and the Prospective Employee shall not be eligible for any Prospective Employee Payment.
The Employer agrees to pay Hired a Success Fee for any Covered Offer which is 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.
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/or 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 CV from an employment agency or headhunter and 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 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 a recruiting agency. The Prospective Employee agrees to repay any Prospective Employee Payment on first demand from Hired where Hired waived any Success Fee payable by the Employer due to an Active Process. The foregoing repayment amount is a debt immediately owed to Hired and the Prospective Employee will pay for any professional fees Hired incurs in enforcing such repayment obligation.
IF YOU ARE AN EMPLOYER who is using our Site and/or 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 that Prospective Employee within twelve (12) months of the date on which the Employer first viewed the Prospective Employee on the Site, the Employer will pay on first demand and Hired may invoice the Employer a Success Fee equal to 25% of the first year base salary or prorated contractor/consultant compensation of the Prospective Employee and Hired may, in its sole discretion, terminate the Employer’s account.
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 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 offer letter, or (2) execute a document between the Membership 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 the Membership Employer or Prospective Employee elect not to begin the employment relationship 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 that Prospective Employee within twelve (12) months of the date on which the Membership Employer first viewed the Prospective Employee on the Site, the Membership Employer will pay on first demand and Hired may invoice the Membership Employer a Success Fee equal to 25% of the 1st year base salary or prorated contractor/consultant 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. Employers choosing the Monthly Success Fee, Consulting Engagement or the Membership option acknowledge and agree that the same is conditional upon completion of the Hired Direct Debit Authorisation Form allowing Hired to directly withdraw, debit or charge monthly payments from Employers' designated bank or credit card account(s). By accepting Hired’s Terms of Service, Employer agrees that Hired is authorised 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 in its billing address or any account information provided to Hired used for payment hereunder. Failure by the Employer to pay or provide sufficient details to Hired to establish the payment process described above may result in the temporary or permanent suspension and/or termination by Hired of this Agreement, at its sole discretion.
At Hired we value Employers' 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 based on unsatisfactory performance within ninety (90) days of the Start Date, or (2) a Prospective Employee voluntarily terminates his or her Employment within ninety (90) days of the Start Date, or (3) Prospective Employee does not start Employment because either Employer or Prospective Employer elects not to begin the employment relationship 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) and the Prospective Employee agrees to repay any Prospective Employee Fee on first demand from Hired. 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 terminates. No refunds shall be provided for 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. Third parties have no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any terms of the Agreement and 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:
SUBJECT TO THE FINAL PARAGRAPH OF THIS SECTION 8, YOU UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, Hired SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE AND/OR SERVICE NOR FOR 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 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, IN EACH CASE ON ANY THEORY OF LIABILITY, RESULTING FROM (A) THE USE OR INABILITY TO USE THE SITE OR SERVICE; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR SERVICE; OR (3) ANY OTHER MATTER RELATED TO THE SITE OR SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
SUBJECT TO THE FINAL PARAGRAPH OF THIS SECTION 8, Hired WILL NOT BE LIABLE TO A PROSPECTIVE EMPLOYEE IN RESPECT OF ANY CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE USE OF THE SITE OR SERVICE, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), FOR MORE THAN THE GREATER OF (1) Hired’s SHARE OF THE SUCCESS FEE PAID BY THE EMPLOYER IN RESPECT OF THE PROSPECTIVE EMPLOYEE, OR (2) £100.
SUBJECT TO THE FINAL PARAGRAPH OF THIS SECTION 8, Hired WILL NOT BE LIABLE TO AN EMPLOYER IN RESPECT OF ANY CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE USE OF THE SITE OR SERVICE, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), FOR MORE THAN Hired’s SHARE OF THE SUCCESS FEES PAID BY THE EMPLOYER IN RESPECT OF ANY COVERED OFFER GIVING RISE TO SUCH CLAIM OR SERIES OF CONNECTED CLAIMS.
NOTWITHSTANDING THE FINANCIAL LIMITATIONS SET OUT ABOVE (BUT SUBJECT ALWAYS TO THE FINAL PARAGRAPH OF THIS SECTION 8), Hired’s AGGREGATE LIABILITY TO A PROSPECTIVE EMPLOYEE OR EMPLOYER FOR ALL CLAIMS HOWSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR USE OF THE SITE AND/OR SERVICE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) IN ANY TWELVE MONTH PERIOD SHALL BE LIMITED TO THE GREATER OF £1,000 AND Hired’s SHARE OF THE SUCCESS FEES PAID TO Hired IN RESPECT OF THE PROSPECTIVE EMPLOYEE OR BY THE RELEVANT EMPLOYER, AS THE CASE MAY BE, IN THE SAME TWELVE MONTH PERIOD.
NOTHING IN THIS AGREEMENT SHALL OPERATE SO AS TO EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY TO THE OTHER FOR DEATH OR PERSONAL INJURY ARISING OUT OF NEGLIGENCE, OR FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW.
The design of the Service along with all text, scripts, graphics, interactive features and the trade marks, service marks and logos contained therein ("Marks") as well as any software, executable code and interfaces comprised within or made available by or through the Service, are subject to copyright and/or other intellectual property rights that are owned by or licensed to Hired under United States 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 of any content contained within the Site and/or Service except in accordance with the terms of this Agreement or in accordance with any other express written permission from us to you.
You hereby grant to Hired and its owners, affiliates, representatives, licensors, licensees and assignees (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), servicemarks, trademarks and tradenames 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 10. 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.
THE SITE AND SERVICE ARE PROVIDED TO YOU ON AN "AS IS" BASIS, FOR YOUR INFORMATION ONLY AND SUBJECT TO THE RESTRICTIONS AND LIMITATIONS SET OUT IN SECTION 8 ABOVE. Hired, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
TO THE FULLEST EXTENT PERMITTED BY LAW, Hired EXCLUDES AND LIMITS ANY WARRANTY THAT: (1) THE SITE OR SERVICE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SITE AND/OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR SERVICE WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SITE 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.
You agree to defend, indemnify and hold harmless the Hired Parties and their respective officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable legal fees) arising from:
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 legal fees, court fees, settlements and disbursements. You agree not to settle such a claim on our behalf prior to obtaining our written consent.
We take copyright and trade mark infringement very seriously. Without liability to any user and in accordance with paragraph 19 of the Electronic Commerce (EC Directive) Regulations 2002 (SI2002/2013) and Article 14 of the E-Commerce Directive (2001/31/EC) we reserve the right to, at any time, with or without notice and in our sole discretion, terminate the account of any user and/or remove any content posted by any user that infringes intellectual property right(s) upon prompt notification to Hired by the intellectual property right(s) owner or their legal representative.
Without limiting the foregoing, if you believe that any material on the Site of Service infringes your copyright and/or trade mark rights, please provide the following information to Doug Feirstein of 1455 Market St. Floor 19, San Francisco, CA 94103: (1) a description of the copyright work and/or trade mark that you claim has been infringed; (2) a description of the location on the Site or Service of the material that you claim is infringing your right(s); and (3) a description of the infringement.
This Agreement shall be governed by the laws of England and Wales. Save as otherwise set out in Section 15 (Dispute Resolution) below, the English courts shall have exclusive jurisdiction over any claim arising under or in connection with this Agreement.
If you are a Prospective Employee and are unhappy with the service which you have received from us, please contact Hired at email@example.com or 00-1-415-813-4987. This does not affect your rights at law to pursue any matter before the courts. In all other circumstances, the provisions below apply.
Save as set out in the opening paragraph above, 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 three thousand British Pounds (£3,000.00) 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: (1) 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; (2) all arbitration proceedings shall be held in English; (3) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed to by the parties; and (4) 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.
Save as set out in the opening paragraph, any other dispute (including whether the claims asserted are arbitrable) shall be referred to and finally determined by binding and confidential arbitration. 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”).
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.
You and Hired must abide by the following rules: (i) ANY CLAIMS BROUGHT BY YOU OR Hired MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY (ii) 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; (iii) Hired also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (iv) the arbitrator shall honor claims of privilege and privacy recognised at law; (v) 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; (vi) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (vii) 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 8 (Limitations on Liability) of these Terms of Service. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. The arbitrator also shall be authorised 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 governing law.
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.
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.
Neither party shall be responsible to the other for its failure to comply with any part of this Agreement, if this is the result of events beyond its reasonable control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, employment shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond its control (a "Force Majeure Event"), provided that the party affected gives prompt notice in writing to the other party of such Force Majeure Event and uses all reasonable endeavours to continue to perform its obligations under the Agreement. If the Force Majeure Event continues for more than one month, the party not subject to the Force Majeure Event may terminate the Agreement by notice in writing to the other party.
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. 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 purposes only and will not be used in its construction and/or interpretation.
No failure or delay by either party in exercising any of its rights or remedies under the Agreement shall operate as a waiver of those rights or remedies. No waiver shall be effective unless in writing and shall apply only in relation to the matter in respect of which it was specifically given. No waiver of any breach of the Agreement is a waiver of any subsequent or other breach.
Hired reserves the right, at its sole discretion, to pursue all off its legal remedies, including but not limited to removal of the Content from the Site (permanently or temporarily) and/or terminate any Services provided to You by Hired, upon any breach by you of this Agreement, or if Hired is unable to verify or authenticate any of the Content.
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 removal from the Site of any 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 but not limited to, 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 sole 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 pre-paid first-class post or other next working day delivery service at the above address.
The Agreement constitutes the entire agreement between the parties with respect to its subject matter. It replaces and extinguishes all prior agreements and discussions made by or on behalf of the parties, whether oral or written, with respect to such subject matter. Nothing in this clause shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.
For the purposes of this Agreement, you (1) consent to receive communications from Hired in an electronic form (whether by e-mail, through Hired posting notices on the Site or Service, or communications via 3-mail); and (2) 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.