Hired Terms Of Service

Version 8.0

Last Revised: October 30, 2017

Replaces the May 3, 2017 version in its entirety (see previous version)


Welcome; Intended Audience

Welcome, and thanks for visiting Hired (Hired, Inc. or as used herein: “Hired”, “We”, “Our”, or “Us”). When You (“You” individually or the entity that You represent) use our website (the “Site”) or the Hired recruiting service (collectively, the “Service”), you are agreeing to our terms, so please take a few minutes to review the Terms of Service (the “Agreement”) Below.

By accessing the Service you agree to be bound by this Agreement, and any additional terms referenced herein, including our applicable Privacy Policy which sets out the terms in which we process any Personal Data collected from You, or provided to Us. By using our Service, you consent to such processing and warrant that all data provided by you is accurate, current and complete. If you do not agree to this Agreement and the Privacy Policy, and any other referenced agreements or documentation, you must not access the Service. In Agreeing, you also represent that you are legal age to form such Agreement, have the authority to bind Yourself or the company You represent, and have disclosed all information to Hired as necessary to perform the Services, including the name of all companies you are associating with. The Service is intended for adults only, and not intended for any children under the age of 18. Capitalized terms used in this Agreement are as defined throughout this Agreement.


1. Registration

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 whether performed by You or a third party. If you provide any Content (“Content” means any information that you post, transmit or submit through our Service) 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.

For more specific details on registration please see either the Candidate Specific Terms found here (“Candidate” means users who are seeking employment and/or contractor opportunities through Hired) or Client Specific Terms found here (“Client” means a company or individual interested in hiring, or appointment Candidates).


2. Your Responsibilities

You are responsible for your use of the Site and Service and for any use of the Site or Service made using your account. You agree not to access, copy, or otherwise use the Site or the Service, including our intellectual property and trademarks, except as authorized by this Agreement or as otherwise authorized in writing by Hired. Remember when using Hired we ask you to act reasonably and responsibly with others, within the bounds of decency and in compliance with all applicable laws. We may suspend or terminate your access to the Service if you violate, or we suspect that you are violating, any of the terms and conditions of this Agreement or any applicable laws. Your continued access to our Site and use of our Service are contingent on your agreement to act in a proper manner. When using our Site and Service you agree that you will not (1) copy, distribute, or disclose any part of the Site, including by way of automated or non-automated “scraping” (2) use any automated systems including “robots” and “spiders” (3) interfere with or compromise our systems’ integrity or decipher any server transmissions (4) impose any unreasonably large load on our infrastructure (5) upload viruses, worms, or invalid data to the Service (6) collect or retain any personally identifiable information contained in the Service (7) access the Service by any means other than authorized herein, including virtual private networks which are expressly forbidden (8) stalk, harass, bully or harm others (9) impersonate any person or entity (10) hack, spam, phish, or otherwise provide untruthful, false, fraudulent, manipulative, or inflammatory content

For more specific details on your responsibilities please see either the Candidate Specific Terms found here (“Candidate” means users who are seeking employment and/or contractor opportunities through Hired) or Client Specific Terms found here (“Client” means a company or individual interested in hiring, or appointment Candidates).

If you engage a Candidate and the Candidate works in a country other than the country in which the office through which you engaged the Candidate is located, with regard to that Candidate you will be bound by the Terms of Service and Privacy Policy in the geographical region in which the Candidate works set forth in the geographic specific provisions found here.


3. Third Party Agents

You may permit third party agents to access, use and/or operate the Service on Your behalf (“Third Party Agents”) for the sole purpose of delivering services to You, provided that You will be fully responsible for Your Third Party Agents’ compliance with terms and conditions of this Agreement and any breach of this Agreement by a Third Party Agent shall be deemed to be a breach by You. 


4. Third Party Services

Hired may provide to You, or provide Your Content to, certain third party services or third party service providers (collectively, “Third Party Service(s)”) which may provide to You links to sites, job postings, email and telephone correspondence and other offers outside of the Hired network. Such Third Party Services are provided “AS IS” without indemnification, support, or warranty of any kind, and this Agreement does not apply to your use of any such provided Third Party Services. You are responsible for evaluating whether you want to access or use such Third Party Services, and, in certain circumstances where required or applicable, may opt-out from such Third Party Services available outside of the Hired network, or may choose to not utilize such Third Party Services at any time. We reserve the right to suspend Third Party Services at any time. You should review any applicable terms and/or privacy policies of a Third Party Service before using it or sharing any information with it, because you may give the operator permission to use your information outside of what You have agreed to herein. Hired is not responsible for, nor endorses any features, content, advertising, products or other materials on or available from such Third Party Services.

For additional information regarding how Hired and these Third Party Services use your data, please refer to Hired’s Privacy Policy.


5. Batch And Request Process

5.1. General

Hired does not act as an agent for the purposes of the Request process. Hired merely provides Candidates a location and the software tools to enable them to find and connect with Clients. Candidates and Clients are solely responsible for any issues arising from the use of the Hired batch software or their use of Service. Any agreements created between a Client and a Candidate are not binding on us. We are not liable for, or obligated to enforce, any agreements between a Client and a Candidate. You will not consider Hired, nor will Hired be construed as, a party to such transactions, whether or not Hired receives some form of remuneration in connection with the transaction, and Hired will not be liable for any costs or damages arising out of or related to such transaction. No contractual obligations are created for either the Candidate or the Client through the use of the Service. The Candidate is not obligated to accept the highest Request or any Request at all. Additionally, Requests submitted by a Client to a Candidate through the Request process are not binding on the Client. At the end of the Request process the Candidate may choose which Client, if any, he or she wishes to contact.

5.2 Client Specific Process

For more specific details on Batch and Request process please see the Client Specific Terms found here.

5.3. Candidate Specific Process

For more specific details on Batch and Request process please see the Candidate Specific Terms found here.


6. Payments And Refunds

6.1. For Clients

For more specific details on Payments and Refunds please see the Client Specific Terms found here.

6.2. For Candidates

For more specific details on Payments and Refunds please see the Candidate Specific Terms found here.

6.3. For Contractor Engagement

For more specific details on Payments and Refunds please see the Contractor Specific Terms.

6.4. Changes In Fees And Billing Methods

Hired reserves the right at any time to change its fees (including to begin charging for services that it is currently providing free of charge) and billing methods, either immediately upon posting on the Site or by email delivery to you.


7. Limitations On Liability

Hired is not liable for (1) any content posted by Clients or Candidates on our Site or Service; (2) contracts, contractual obligations, or other obligations that may arise from an employment, contractor, or other relationship between Client and Candidate; (3) any review of content posted on our Site or Service; (4) any damages that result through the use of our Service; (5) any negative or critical comments that may be posted by Client, Candidate, or other third party through the Service; or (6) any of the Third Party Service(s) you may be provided pursuant to your use of the Service.

We are not required to or under any obligation to review, screen, edit, monitor or remove any content posted on our Site, although we reserve the right to do so, and to take any other action, in Hired’s discretion, with or without notice, to prevent any violation, enforce any provision, or rectify any alleged violations of this Agreement or any applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL HIRED BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE AND/OR SERVICE, WHETHER OR NOT HIRED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICE, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM (1) THE USE OR INABILITY TO USE THE SITE AND/OR SERVICE; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE AND/OR SERVICE; OR (3) ANY OTHER MATTER RELATED TO THE SITE AND/OR SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL HIRED BE LIABLE TO A CANDIDATE, (REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) FOR MORE THAN THE GREATER OF (1) THE SUCCESS FEE PAID BY THE CANDIDATE’S EMPLOYER (A CLIENT), OR (2) $100, AS A RESULT OF THE CANDIDATE’S USE OF THE SITE AND/OR SERVICE. IN NO EVENT WILL HIRED BE LIABLE TO A CLIENT FOR MORE THAN THE SUCCESS FEES PAID BY THE CLIENT FOR THE TWELVE MONTH PERIOD PRECEDING THE DATE ON WHICH CLIENT FIRST ASSERTS A CLAIM ARISING OUT OF OR RELATED TO AN EMPLOYMENT OFFER OR CONTRACTOR OFFER MADE BY CLIENT TO A CANDIDATE.

THE LIMITATIONS OF THIS SECTION WILL NOT APPLY TO ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.

7.1. Further Limitations

Our licensors and service providers will have no liability of any kind under this Agreement. You may not bring any claim under this Agreement more than eighteen (18) months after the cause of action arises.


8. Confidentiality

8.1. Confidential Information

Means non-public technical, business or other information or materials disclosed or otherwise made available by one party in connection with the Service that are in tangible form and labeled “confidential” or the like, or are provided under circumstances reasonably indicating their confidentiality. Our Confidential Information includes: (1) Login Credentials; and (2) any information or materials relating to the Service. Your Confidential Information does not include Your Content.

8.2. Protection

A party may use Confidential Information of the other party solely to exercise its rights and perform its obligations under this Agreement or as otherwise permitted under this Agreement. Each party will disclose the Confidential Information of the other party only to the employees, service providers or contractors of the recipient party who have a need to know the Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than each party’s duty under this Agreement. Each party will use reasonable care to protect the confidentiality of the other party’s Confidential Information.

8.3. Exceptions

The recipient’s obligations under this Section with respect to any Confidential Information will terminate if the recipient can show by written records that the information: (a) was already rightfully known to the recipient at the time of disclosure by the other party; (b) was disclosed to the recipient by a third party who had the right to make the disclosure without any confidentiality restrictions; (c) is, or through no fault of the recipient has become, generally available to the public; or (d) was independently developed by the recipient without access to, or use of, discloser’s Confidential Information. The recipient may disclose Confidential Information to the extent the disclosure is required by law or regulation or the listing rules of any stock exchange. The recipient will provide the other party notice, when practicable, and will take reasonable steps to contest and limit the scope of any required disclosure.

8.4. Continuing Obligations

You agree to keep all information gained from using our Site confidential; you agree that (1) you will use any content submitted by Candidates or Clients in accordance with applicable privacy and data protection laws; (2) you will not disclose the names or identities of any Candidates; 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 or privately disclose or disseminate any job offers, or contractor opportunities which you become aware of through our Site or Service.


9. Intellectual Property Rights

The design of the Service along with Hired created text, scripts, graphics, interactive features and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Hired, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Hired reserves all rights in and to the Service and the Site. You agree to not engage in the use, copying, or distributing any content contained within the Site or through the Service unless we have given you express written permission to do so.


10. Licensing To Hired

You hereby grant to Hired and its owners, affiliates, representatives, licensees, licensors and assigns (the “Hired Parties”) a non-exclusive, fully-paid, royalty-free, world-wide, universal, transferable license to: (1) display, publicly perform, distribute, store, broadcast, transmit and reproduce your logo(s), service marks, trademarks and trade names through the Site, the Service and/or any other medium currently invented or invented in the future; and (2) display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or any part of the Content and anything we may make with the Content through the Site, the Service and/or any other medium currently invented or invented in the future. Further, you waive and agree never to assert any and all moral rights in and to all of the materials licensed in this Section. 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.


11. Disclaimer Of Warranties

THE SITE AND SERVICE ARE PROVIDED TO YOU AS IS. HIRED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

THE HIRED PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SITE AND/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 AND/OR SERVICE WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SITE AND/OR SERVICE WILL BE CORRECTED.

YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND/OR SERVICE.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISION.


12. Indemnity

You agree to defend and indemnify the Hired Parties from and against any third party claim, including reasonable attorney’s fees, court costs, settlements, and disbursements, from or relation to (a) Your Content (b) Your use of the Service (c) Your violation of any term of this Agreement (d) Your violation of any third party rights, including privacy rights, (e) your violation of law or your users (f) use of any services provided by Third Party Service Providers (g) any findings that the Hired Parties are employers or related employers of any Candidate, contractor employed, or retained by a Client. You may not settle or compromise any Infringement Claim without our prior written consent.


13. General

13.1. Communications Decency Act

Hired asks that you please be respectful when communicating with others through the Service. Hired is and will not be liable for any content posted on our Site. Hired may, but has no obligation to, monitor or review any content on the Site. Although we may choose to edit or delete any content we determine to be defamatory, we are not required to, and reserve all defenses for such content made available to us by Section 230 of the Communications Decency Act, the First Amendment to the Constitution of the United States of America, and any other applicable laws, rules, regulations

13.2. DMCA Notices

We take copyright infringement very seriously, and we have registered a Registered Copyright Agent with the United States Copyright Office, which limits our liability under the Digital Millennium Copyright Act. It is our policy to terminate the account of any user who repeatedly infringes copyright upon prompt notification to Hired by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Site and/or Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the material that you claim is infringing and a description of the location on the Site and/or Service of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for the Company’s Copyright Agent for notice of claims of copyright infringement is as follows: Hired (attention: Legal), 303 2nd St., South Tower, Suite 600, San Francisco, CA 94107; e-mail: legal@hired.com; telephone: (415) 813 - 4987.

13.3. Compliance and Choice Of Law

Each party will comply with all laws applicable to the actions contemplated in this Agreement, including all local, state, and federal regulations and export control laws. Subject to local laws requiring application of another law(s), this Agreement shall be governed by and interpreted in accordance with the laws of the United States, specifically the state of California, without giving effect to any principles that provide for the application of the law of another jurisdiction.

13.4. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY.

Any dispute (including whether the claims asserted are arbitrable) shall be referred to and finally determined by binding and confidential arbitration. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). 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”). Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration. Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.

You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights. 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: (1) ANY CLAIMS BROUGHT BY YOU OR HIRED MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; AND (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF.

The arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by Section 7 of this Agreement. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of the Agreement, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by California law or United States federal law.

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.

13.5. Force Majeure

You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.

13.6. Severability; Headings

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.

13.7. Non-waiver

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law will not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

13.8. Termination

We may suspend the Service or your account or any other provision of services to you, and we may terminate this Agreement, at our discretion without explanation and notice, though we will strive to provide a timely explanation in most cases. In the event of your breach of any terms or obligations contained in the preamble, the body of this Agreement, the Geographic Specific terms, Client Specific Terms found here, Candidate Specific Terms found here, our Privacy Policy, payment terms or obligations, or any other policy, or general terms, with respect to the use of the Service, we will notify you of such breach, and in the event the breach can be cured, provide you thirty (30) days to cure such breach. If such breach remains uncured, we will terminate this Agreement with you as set forth herein. 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 13.10 “Notice” below. Termination of the Agreement may result in the immediate deletion of any or all of the Content. Hired will not have any liability whatsoever to you for any suspension or termination, including for deletion of the Content. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, success fee provisions, warranty disclaimers, indemnity and limitations of liability.

13.9. Assignment

You may not sell, transfer, or assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.

13.10. Notice

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., 303 2nd St. South Tower, Suite 600, San Francisco, CA 94107, ATTN: Legal. Such notice shall be deemed given when received by Hired by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

13.11. Entire Agreement

The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

13.12. Electronic Communications

The communications between you and Hired use electronic means, whether you visit the Site or the Service or send Hired e-mails, or whether Hired posts notices on the Site or Service or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Hired in an electronic form; 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. The foregoing does not affect your statutory rights.

13.13 California Users And Residents

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Hired must be addressed to our agent for notice and sent via certified mail to: Agent of Hired, 303 2nd St. South Tower, Suite 600, San Francisco, CA 94107. Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

13.14 Modifications

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 may also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. Any changes to the Agreement will be effective immediately for new users of the Site or Service and will be effective thirty (30) days after posting notice of such changes on the Site for existing users, provided that any material changes shall be effective for users who have a registered account on the Site (“Registered Users”) upon the 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 shall 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.


14. Client Specific Terms

14.1. Description of Service For Clients

As a Client, 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 Candidates 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 contract. A Success Fee (as defined in Section 14.4 below) will only be collected from you in accordance herein after you have successfully hired a Candidate. 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 ENGAGING CANDIDATE, AND (2) COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO THE INTENDED CONTRACT OF ANY CANDIDATE."

14.2. Registration For Client

In order to use Hired as a Client you must also register. Registration is free. When registering we may ask you for additional information related to your company and the types of Candidates you are looking for. We may also allow you to use a third party service such to register. We will 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, Candidates that have posted their profiles on Hired.

14.3. Batch Process - Client’s Role

“Batches” mean periodic processes offered by the Service that Candidates will use to find new career opportunities. The Batches do not create any contractual obligation between Candidates or Clients. Batches merely allow Candidates to meet Clients who may be interested in hiring them.

After a Client’s registration has been accepted by us, the Client will be able to browse the Candidates on our Site, communicate anonymously with these Candidates, and submit preliminary non-binding Requests in response to batches conducted by Candidates. If a Client hires a Candidate from our Site, the Client will owe Hired a Success Fee (as defined in Section 14.4 below).

Once a Client has discovered a Candidate on our Site or Service, the Client agrees to communicate exclusively with the Candidate through our Site and Service for the duration of the pre-batch, batch and Request process. The Client and the Candidate may use other means of communication during the hiring process. The Client agrees not to attempt to circumvent our Site and Service by independently attempting to communicate and hire the Candidate through alternative means after discovering the Candidate on our Site or Service.

14.4. Success Fees

For purposes of this Agreement, “Success Fee” shall refer to both Upfront Success Fees and Monthly Success Fees, as applicable and pursuant to Hired’s then-current prevailing list price. Client agrees to pay the Success Fees charged to Client’s account in accordance with the fees, charges, and billing terms in effect at the time the Success Fee is due and payable hereunder. Notwithstanding the foregoing, in the event of a Success Fee dispute, if a Client can establish that the Client had an Active Process (as defined below) with the Candidate before using our Site and Service (e.g., the Candidate had already begun the interview process with the Client and such process had not been terminated, or the Client had received the Candidate’s resume from an employment agency or headhunter and the Candidate was under active consideration by the Client), the Client may be exempted from paying the Success Fee. However, the final determination as to whether a Success Fee is owed by the Client 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 Candidate that exists in Client’s applicant tracking system or that was submitted by a recruiting agency.

IF YOU ARE A CLIENT who is using our Site and/or Service, you agree to the Success Fee provisions, and the fees, charges, and billing terms in effect at the time the Success Fee is due and payable. 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 a Client circumvents our Site and/or Service after discovering a Candidate through our Site or Service and subsequently hires that Candidate within twelve (12) months of the date on which the Client first viewed the Candidate on the Site, the Client will pay a Success Fee equal to 25% of the 1st year base salary or prorated contractor compensation of the Candidate and Hired may, in its sole discretion, terminate the Client’s account.

14.5. Payment For Clients

Once we have accepted the registration of a Client, the Client will be able to make Requests and contact (through the Service) Candidates listed on our Site and Service. If a Candidate identified through use of our Service accepts a Covered Offer within twelve (12) months of the date on which the Client first viewed the Candidate on the Site, the Client will be charged a Success Fee.

As a Client you agree that (1) if you make a Covered Offer, you shall (a) provide Hired with a copy of a fully executed Covered Offer employment offer letter, or (b) execute a document between you, Hired and Candidate that states material employment terms, including, among other things, Start Date, key terms and compensation, promptly upon the signing of a Covered Offer employment offer letter between you and such Candidate (the “Effective Date”), as requested by Hired, (2) you will promptly notify Hired should the Start Date or offer terms change at any time, and (3) you will promptly notify Hired after termination of the Candidate’s employment as an employee, intern, coop employee, consultant or contractor (“Employment”) in the event that (a) such Employment is terminated based on unsatisfactory performance within ninety (90) days of the date on which it commenced, (b) the Candidate voluntarily terminates Employment within ninety (90) days of the date on which Employment commenced, or (c) before the Start Date, either Client or Candidate elect not to begin the Employment contemplated by the Covered Offer.

14.6. Subscription Agreements

The following definitions apply with respect to Subscription Agreements: * “Full-time Hire” is defined as a Candidate accepting a Covered Offer. * “Qualified Introduction” occurs when a Candidate accepts an Interview Request from a Client. This results in an automated email introduction between the Candidate and Client. The month in which the automated email introduction occurs is the month of record for the Qualified Introduction.

Clients engaged in a Subscription Agreement with Hired (individually a “Subscription Client” and collectively “Subscription Clients”) will be charged a Subscription fee as agreed upon between the Client and Hired for the period as agreed upon between the parties (the “Subscription Period”). During the Subscription Period, the Subscription Client will be able to browse, Request, contact (through the Service) and extend Covered Offers to Candidates listed on our Site and Service. Unless otherwise agreed in writing, and except for any contractor engagements, all Covered Offers accepted within the Subscription Period will not be subject to any additional fees beyond the Subscription Agreement fees as agreed upon between You and Hired.

Subscription Clients are required to promptly notify Hired once a Candidate has accepted a Covered Offer and notify Hired of the Start Date for such Candidate (including prompt notification of any subsequent changes in such Start Date.) Subscription Clients shall provide Hired with (1) a copy of a fully executed Covered Offer, or (2) execute a document between the Subscription Client, Hired and Candidate that states material contractual terms, including, among other things, Start Date and compensation promptly upon the Effective Date. In the event that before the Start Date, either the Subscription Client or Candidate elect not to begin the relationship contemplated by the Covered Offer, the Subscription Client shall promptly notify Hired and the Candidate shall not be eligible for any Candidate Payment.

If a Subscription Client circumvents our Site and Service after discovering a Candidate through our Site or Service and subsequently hires that Candidate within twelve (12) months of the date on which the Client first viewed the Candidate on the Site, the Subscription Client will pay a Success Fee equal to 25% of the 1st year base salary or prorated contractor compensation of the Candidate and Hired may, in its sole discretion, terminate the Subscription Client’s account.

Unless otherwise indicated, Subscription Services do not cover Contractor Engagements. Contractor engagements by Client pursuant to this Agreement will be governed by the applicable Contract Terms and Hired’s then-current fee schedule as set forth in the Terms of Service.

14.7. Payment

Client agrees to pay the Success Fees charged to Client’s account in accordance with the fees, charges, and billing terms in effect at the time the Success Fee is due and payable hereunder. A Client choosing the Monthly Success Fee or the Subscription option is required to complete the Hired Direct Debit Authorization Form allowing Hired to withdraw, debit or charge monthly payments from the Client’s designated bank or credit card account(s). By accepting Hired’s Terms of Service, Client agrees that Hired is authorized to immediately withdraw Success Fees due and payable to Hired hereunder from Client’s account and that no additional notice or consent is required. Client agrees to immediately notify Hired of any change in its billing address or any account information provided to Hired used for payment hereunder. All fees (such as Success Fees, Monthly Success Fees, or Subscription Fees) for the Hired Service are due and payable net thirty (30) days from the date indicated on each invoice as sent to Client by Hired.

Should any Success Fees, Subscription Service Term fees, or other fees incurred by Client pursuant to Client’s use of the Site or Service remain unpaid more than ten (10) days after the thirty (30) day payment requirement set forth herein, Hired will assess a late payment penalty on Client’s invoice equal to five percent (5%) of the amount overdue for each month OR FRACTION THEREOF, OR SUCH LESSER AMOUNT AS MAY BE THE MAXIMUM AMOUNT PERMITTED BY LAW, outstanding until paid, beginning with the due date of the late payment.

14.8. Refunds

At Hired we value our customers’ satisfaction in using our Site and Service to hire great Candidates. If (1) a Client hires a Candidate and terminates the Candidate’s Employment or Contractor Engagement based on unsatisfactory performance within ninety (90) days of the Start Date, (2) a Candidate voluntarily terminates his or her Employment within ninety (90) days of the Start Date, or (3) Candidate does not start Employment or Contractor Engagement because either Client or Candidate 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 Client the Upfront Success Fee related to the Candidate who was the subject of the Termination Event if such Upfront Success Fee was paid by Client prior to the Termination Event. In the event that the Client was paying a Monthly Success Fee for the Candidate who was the subject of the Termination Event, no refund shall be owed to the Client; however, the Client’s obligation to pay future Monthly Success Fees shall terminate as of the date on which the Candidate’s Employment terminates. No refunds shall be provided for Conversion Upfront Success Fees or for Subscription programs.


15. Candidate Specific Terms

15.1. Description Of Service For Candidates

Hired is an online service that connects Candidates with Clients through a non-binding batch interview request process for a Candidate’s services. Candidates have an opportunity to find a position with a Client with transparency as to role and compensation in each interview request. Additionally, Candidates’ use of Hired is free, and the batch process is non-binding and does not create any contractual obligations between the Client and the Candidate. The batch only acts as a tool for Candidates to explore opportunities without obligation.

15.2. Registration For Candidate

In order to use Hired as a Candidate you must register and create a profile. The use of the Site and the Service is free for Candidates. When registering with Hired, we may require you to provide us information such as your name, e-mail address, employment history, work experience, educational background and skill set. Furthermore, you agree to provide us with any other identifying documents that we may request. We may also allow you to use a third party service such as Github, LinkedIn or Twitter to register. We will review the information that you provide to us during the registration process and we may also review any other information about you that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to use our Service.

15.3. Batch Process - Candidate’s Role

After a Candidate 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. Candidates are solely responsible for running their own batches. Clients will then have the opportunity to engage with Candidates for their services through the Request process. By creating a listing and using the batch process, the Candidate can see which Clients may be interested in hiring him or her. At the conclusion of the Request process the Candidate may, but is not required to, contact any Client that made a Request to him or her. All requests by Clients through our Site and Service are non-binding. The Candidate agrees not to attempt to circumvent our Site and Service by independently attempting to communicate with a Client that contacted or communicated with him or her on our Site or Service.

15.4. Payments For Candidates

Hired is free for Candidates. A Candidate is required to promptly notify Hired if the Candidate (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 (a “Contractor Offer”), whether for an indefinite or fixed term (each, a “Contractor Engagement”), (3) accepts an Employment Offer or a Contractor Engagement during or within twelve (12) months after termination of an Internship (as defined below) of any duration, (a) with a Client who was identified by the Candidate through the use of our Site or Service, or (b) from a Client who identified the Candidate through the use of our Site or Service, (4) accepts an Employment Offer made by a Client during or within twelve (12) months after termination of a Contractor Engagement with such Client (each, a “Covered Offer”).

For Employment Offers for full time employment of an indefinite term, the Candidate will receive a payment (the “Candidate Payment”) based upon Hired’s Candidate bonus scale for the geographical region in which the Candidate works for the Client. The Candidate Payment will be paid not later than 120 days after the work Start Date of the Candidate with Client. For Contractor Offers of an indefinite or fixed term, the contractor will receive a payment (the “Contractor Payment”) based upon Hired’s contractor bonus scale for the geographical region in which the contractor provides services under the Contractor Offer. The Contractor Payment will be paid not later than 120 days after the completion date of a Contractor Engagement (the “Completion Date”) only for Contractor Engagements that are at least 500 hours of billable time. The date on which a Candidate commences work under an Employment Offer or Contractor Engagement is the “Start Date”.

Notwithstanding anything else to the contrary in this Agreement, no Candidate Payment and/or Contractor Payment will be due or paid to any Candidate or Contractor who fails to provide Hired all of the following within one hundred twenty (120) days of the Start Date for Candidates or one hundred twenty (120) days of the Completion Date for contractors: (i) a copy of the Covered Offer offer letter; (ii) as appropriate, a completed W-9 or similar form (e.g., Form W-8); and (iii) all banking information necessary for electronic payment, including but not limited to the bank name, address and account number to which the payment should be made.

A Candidate is only eligible to receive one Contractor Payment per Client.

If you are a Candidate 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 Client, Hired and Candidate 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 Client (the “Effective Date”), as requested by Hired, and (3) you will promptly notify Hired after termination of your employment as an Candidate, intern, coop Candidate, consultant or contractor (“Employment”) in the event that (a) a Client 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 Client or Candidate elect not to begin the employment relationship contemplated by the Covered Offer, Candidate shall promptly notify Hired and such Candidate shall not be eligible for the related Candidate Payment. In the event that within ninety (90) days of the date on which your Employment commenced (4) a Client 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 Candidate Payment, then Hired is entitled to the return of the Candidate Payment and you shall promptly return that Candidate Payment to Hired. The foregoing repayment amount is a debt immediately owed to Hired and the Candidate will pay for any professional fees Hired incurs in enforcing such repayment obligation.


16. Contractor Engagements

16.1. General

Hired is an online service that, in addition to other features, connects Candidates and Clients for potential independent contractor engagements as may be agreed upon between the Candidate and Client (referred to herein as “Contractor Engagements”). In utilizing the Service to facilitate Contractor Engagements, a Client may be presented with questions that will help determine its need for an independent contractor as well as a Candidate’s independent contractor status. These questions are for informational purposes only, with absolutely no warranty as to the determination of such status, and any determination as to a Candidate’s status as an independent contractor or employee should be based on a separate determination as made by the Client and Candidate, and as agreed upon only between the Client and Candidate. Client and Candidate are responsible for any contracts or agreements they may form with respect to such engagements, including independent contractor agreements, confidentiality agreements, or any other agreements as may be deemed applicable between the parties. Hired does not control, manage, or provide any guidance with respect to the determination of independent contractor or employee status, subsequent agreements between Client and Candidate, or services performed by or payments made to the Client pursuant to an independent Contractor Engagement. Hired may request from Client additional documentation, such as an W-9, progress report, statement of work, or provide Client follow up questions or requests to verify a Candidate’s status as an independent contractor and ensure continued compliance with respect to this Agreement.

16.2. No Joint-Employer Status

Candidate and Client expressly agree that no joint venture, partnership, employment, or agency agreement exists between them and Hired as a result of this Agreement or any use of the Service, and that Hired is not a joint employer for purposes of this Agreement.

16.3. Worker Classification. 

Candidate and Client assume all liability for proper classification of Candidates as independent contractors or employees based on applicable legal guidelines. Hired will provide information regarding classification of Candidates based off information provided by Candidate and Client, but such information should not be solely used for, or relied upon, for the final determination of classification between Client and Candidate. Hired makes no representation with respect to such information provided to Client or Candidate regarding Candidate classification.

16.4. Candidate And Client Relationship.

This Agreement does not create a partnership or agency relationship between Client and Candidate. Candidate does not have authority to enter into written or oral — whether implied or express — contracts on behalf of Client. Candidate and Client acknowledges that Hired does not, in any way, supervise, direct, or control the manner, means, or conditions of any work or services performed. Hired does not set work hours, location of any work pursuant to any contractor relationships. Hired will not provide either party with training or any equipment, labor or materials needed, or supervision of a Client for a particular engagement. Hired will not set the rate or method of contractor payment, process contractor invoices, nor will it provide benefits or deduct any amount for withholding, unemployment, Social Security, or other taxes. Client and Candidate will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to a contractor engagement. For engagements classified as independent contractor relationships, Client may not require an exclusive relationship between Client and Candidate. Therefore, a Candidate classified as independent contractor is free at all times to perform any other services pursuant to other engagements with third parties, be employed by or otherwise engage with persons or businesses other than Client, including any competitor of Client. For contracts classified as employer-employee relationships, the request will be managed through Hired’s staffing affiliate (as set forth below) and Customer and Client are free to enter into any appropriate additional agreements.

16.5. Indemnification.

In addition to the indemnification obligations set forth in the Terms of Service, Client and Customer agree to indemnify, hold harmless and defend Hired from any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses, including attorneys’ fees, arising out of or related to their engagement, including but not limited to any breach of any of Contractor’s representations and warranties, from the death or injury of any person or persons, including employees of Client or Contractor, or from damage or destruction of any work or properties, attributable to or resulting from Contractor’s engagement with Client, claims misclassification of a Client as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Candidate was misclassified, any claim that Hired was an employer or joint employer of Candidate, as well as breach of agreement, action, inaction, omission or any claims under any employment-related laws, such as those relating to termination of employment, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, minimum wages, payroll taxes, social security or unemployment taxes, or disability insurance, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits required by law.

16.6 Contractor Engagement Rates

All Contractor Engagements Rates will be as set forth on the “Hire As A Contractor Form” which Client will agree to prior to any Contractor Engagements as set forth herein. Fees will be invoiced and payable as set forth in that Hire As A Contractor Form and this Agreement, but in any event, payment by Client of Fees will occur not later than seven (7) days after the date of invoice or such fees becoming due and payable.

16.7. W-2

People 2.0 (“Agency”) manages all other Client and Candidate engagements which qualify as W-2 employer-employee relationships. Agency operates as the Employer of Record for all such applicable arrangements (referred to herein as “Employee Engagements”). Agency shall be responsible for all employee documentation, including personnel files, as well as compensation, including, payroll and payroll taxes, social security or unemployment taxes, or disability insurance, worker’s compensation and unemployment insurance, health insurance, sick leave, as well as any other benefits mandated by law. Client will not pay the Candidate directly. By utilizing Hired’s Service for such Agency Non-Contractor Engagements, you are agreeing to all applicable terms and conditions of such Agency, if you do not agree, you should not utilize such Agency for Non-Contractor Engagements.

16.8. 1099

Hired facilitates all Contractor Engagements which qualify as 1099 engagements. For all 1099 engagements, Hired utilizes Qwil for payment processing, and Qwil will process all payments for contractors pursuant to such engagements. Client will not pay contractors directly. By utilizing Hired’s Service for such Contractor Engagements, you are agreeing to all applicable terms and conditions of Qwil, including their terms of service found here (http://www.qwil.co/terms/), if you do not agree, you should not utilize Hired for Contractor Engagements.

16.9. Contractor Success Fees

In the event that a Contractor Engagement or Employee Engagements result in a Candidate accepting an Employment Offer, the Client will pay a fee equal to Hired’s then current Success Fees. Clients are required to promptly notify Hired once a Candidate has accepted a Covered Offer and notify Hired of the Start Date for such Candidate (including prompt notification of any subsequent changes in such Start Date.) Clients shall provide Hired with (1) a copy of a fully executed Covered Offer employment offer letter, or (2) execute a document between Client, Hired and Candidate 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 Client or Candidate elect not to begin the employment relationship contemplated by the Covered Offer, Client shall promptly notify Hired and the Candidate shall not be eligible for any Candidate Payment. The Client will owe Hired a Success Fee for any Covered Offer which is accepted by a Candidate within twelve (12) months of the date on which the Client first viewed the Candidate on the Site, as defined above.

16.10. Limited Exclusivity For Contractors

For 180 days after the end of any Contractor Engagement, the Client must only use Hired to engage any contractor formerly provided through Hired, the Site and/or Service.


17. Geographic Specific Provisions

For those Clients and Candidates which access the Service offering in the countries listed below, the following provisions replace or supplement the referenced sections of this Agreement, as noted:

17.1. Clients And Candidates In The United Kingdom

With respect to Clients and Candidates based in the United Kingdom, the following modifications and/or additional provisions apply to the use of the Service:

17.1.1. The Following Sub-Section 2.1 Is Added To Section 2 “Your Responsibilities”:

2.1 Conduct Of Employment Agencies And Employment Businesses Regulations 2003. Hired, the Client, and the Candidate, 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' and the Client shall be a 'hirer', and the Candidate 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 Candidate agrees to provide Hired with such information as Hired may reasonably request, including (without limitation) as to the identity of the Candidate and information in relation to the Candidate’s experience, training, qualifications and authorisations as are necessary to undertake the work. The Candidate accepts that Hired may not be able to introduce the Candidate to a Client if any of the information requested is required and has not been provided

By accepting the terms set out in this Agreement, the Client agrees to provide all the information needed by Hired to enable Hired to comply with its obligations under the Conduct Regulations. The Client shall notify Hired as soon as reasonably practicable if any of this information changes. The Client accepts that Hired may not be able to introduce a Candidate if any of the information referred to above has not been provided.

The Client 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 Client's breach of any of its obligations under this Section, including as a result of the Client's failing to provide the information required or providing information which is inaccurate or incomplete.

17.1.2. Replace Section 13.2 “DMCA Notices” With The Following:

13.2 Trademark Infringement. 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 Hired (attention: Legal) of 303 2nd St. Suite 600, San Francisco, CA 94107: (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.

17.1.3. Replace Section 13.3 “Compliance and Choice of Law” With The Following:

13.3 Applicable Law and Jurisdiction

This Agreement shall be governed by the laws of England and Wales. Save as otherwise set out in the Section entitled Dispute Resolution, the English courts shall have exclusive jurisdiction over any claim arising under or in connection with this Agreement.

17.1.4. Replace The Monetary Threshold For Dispute Resolution Section 13.4 “Dispute Resolution” For All Disputes Based In The United Kingdom With Three Thousand British Pounds (£3,000.00)

17.1.5. Replace Those Sections 16.7 And 16.8, Entitled, “W-2” and “1099” Respectively In The Contractor Terms With The Following:

16.7 PAYE

For engagements which qualify as PAYE engagements pursuant to applicable employment restrictions and designations in the United Kingdom, PAYE workers may choose to work with their own umbrella company to effectuate payment for work performed, or use Hired’s preferred partner, Clear x Change (“Agency”) which manages all Contractor Engagements which qualify as PAYE engagements, when the PAYE chooses to engage Hired directly for such payment processing. Agency operates as the Employer of Record for all such applicable contractors. Agency shall be responsible for all contractor compensation, including, if applicable, payroll and payroll taxes, worker’s compensation and unemployment insurance, and health insurance. Client will not pay contractor directly. By utilizing Hired’s Service for such Agency Contractor Engagements, you are agreeing to all applicable terms and conditions of such Agency, including their terms of service found here: (https://www.clearxchange.com/legal), and understand that Hired is not responsible for such utilization of the Agency by you, and as a result, you and the Agency are responsible for any claims with respect to such utilization. If you do not agree, you should not utilize such Agency or Hired for Contractor Engagements

16.8 Limited Company

Hired facilitates all contractor engagements which qualify as engagements between a Client and a independent contractor operating as a limited company (a “Limited Company”). Hired operates as the Agency of Record for all such applicable contractors. For all Limited Company engagements, Hired utilizes Qwil for payment processing, and Qwil will process all payments for Limited Companies pursuant to such engagements. Client will not pay Limited Companies directly. By utilizing Hired’s Service for such Limited Company engagements, you are agreeing to all applicable terms and conditions of this Agreement as well as of Qwil, including their terms of service found here (http://www.qwil.co/terms/), and understand that Hired is not responsible for such utilization of Qwil by you, and as a result, you and Qwil are responsible for any claims with respect to such utilization. If you do not agree, you should not utilize such Qwil or Hired for Contractor Engagements

17.2. Clients and Candidates in Canada

17.2.1 Add The Following Paragraph To The End Of That Section 13.4 “Dispute Resolution”:

To the extent permitted by the applicable law, any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Agreement where the total amount of the award sought is less than Five Thousand Canadian Dollars (C$5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with the Agreement. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider.

17.2.2 For That Section 16.7 entitled, “W-2”

Replace All Reference(s) To “W-2” With A Reference To Canadian Tax Form T-4

17.2.3 For That Section 16.8 entitled “1099”

Replace All Reference(s) To “1099” With A Reference To Canadian Tax Form T2125

17.3. Clients and Candidates in Singapore

17.3.1. The Following Is Added As Sub-Section H To Section 12 “Indemnification”

(h) Any action or omission by you (or your employees and representatives, if you are a company) that causes Hired and/or any of its related corporations to be in breach of the Personal Data Protection Act 2012 of Singapore.

17.3.2. Replace Section 13.3 “Compliance and Choice of Law” With The Following:

13.3 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Singapore.

17.3.3. Replace Section 13.4 “Dispute Resolution” With The Following:

13.4 Dispute Resolution. The parties agrees that any dispute arising out of or in connection with this Agreement or any document or transaction in connection with this Agreement (including any dispute or claim relating to any non-contractual obligations arising out of or in connection with this Agreement) shall be referred to and finally resolved by arbitration in Singapore to the exclusion of the ordinary courts, in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC") for the time being in force which rules are deemed to be incorporated by reference in this term. The place of arbitration shall be in Singapore and the language of the arbitration shall be English. The arbitration tribunal shall consist of one arbitrator to be appointed by the President of the Court of Arbitration for the time being of the SIAC. The arbitral award made and granted by the arbitrator shall be final, binding and incontestable, may be enforced by the parties against the assets of the other party wherever those assets are located or may be found and may be used as a basis for judgement thereon in Singapore or elsewhere.

17.3.4. The Following Is Added As A New Section 13.15, Entitled “Third Party Rights”

13.15 Third Party Rights. Unless otherwise expressly provided herein, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce any term of this Agreement.

17.4. Clients and Candidates in France

17.4.1. Add The Following Sentence To That Section 8.4 “Continuing Obligations”:

The confidentiality obligations described in clause 8 shall terminate eight (8) years following the expiration or termination of this Agreement.

17.4.2. Replace Section 13.2 “DMCA Notices” With The Following:

13.2 Trademark Infringement We take copyright and trade mark infringement very seriously. Without liability to any user and in accordance with Article 14 of the E-Commerce Directive (2001/31/EC) as implemented in France by the Law for confidence in the digital economy 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 your work has been copied and posted on the Site and/or Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information (1) the date of your notification; (2) your names, job, address, citizenship, date and place of birth if you are a natural person or your legal form, name and registered address and legal body acting on your behalf if you are a legal person; (3) the names and address of the author of the litigious material or its name and registered address if it is a legal person; (4) a description of the infringement and a description of the location on the Site and/or Service of the material that you claim is infringing your right(s); (5) a description of the legal grounds based upon which the litigious material must be withdrawn and (6) a copy of the notice addressed to the author of the litigious material or its publisher requiring the cease and desist of the litigious material or any document which would demonstrate that the author or the publisher could not be reached.

17.4.3. Replace Section 13.3 “Compliance and Choice of Law” With The Following:

13.3 Governing Law. This Agreement shall be governed by the laws of France.

17.4.4. Replace Section 13.4 “Dispute Resolution” With The Following:

13.4 Dispute Resolution. If you are a Candidate and are unhappy with the Service which you have received from us, please contact Hired at help@hired.com or 00-1-415-813-4987. If we do not succeed to resolve the clam or dispute amicably, any of the party can pursue any matter before the competent courts.

If you are a Client: If we do not succeed to resolve the clam or dispute amicably, 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 EUR. 3,000 may be resolved in a cost effective manner through binding, confidential non-appearance-based arbitration. Such arbitration shall be initiated under the rules of the Association Française d’Arbitrage (AFA), except to the extent such rules are in conflict with the Agreement. The arbitration seat shall be Paris, held in English, and subject to French law, with the award rendered binding on both parties. The judgement may be entered in any court having jurisdiction over the parties. The prevailing party as determined by the arbitrator will be entitled to reimbursement for reasonable attorney’s fees, expenses and costs of investigation, litigation, and arbitration from the other party. This section shall not limit either party to seek an injunction or other equitable relief as applicable. For more information on AFA, its Rules and Procedures, and how to file an arbitration claim, you may call AFA at +33 1 53 77 24 31or visit the AFA website at http://www.afa-arbitrage.com

17.4.5. Replace Section 13.5 “Force Majeure” With The Following:

13.5 Force Majeure. In case of a Force Majeure event as defined by Article 1218 of the French Civil Code resulting in a temporary impediment in the performance of one party’s obligations, parties’ respective obligations will be suspended without liability for the parties. Either party may terminate the Agreement as of rights and with no liability by sending a notice to the other party by registered letter with acknowledgment of receipt, if (i) the Force Majeure event has continued for a minimum period of one (1) month; and/or (ii) when the Force Majeure event occurred, it resulted in a permanent impediment in the performance of one party’s obligations. The termination will be effective at the date of receipt of such registered letter.

17.4.6. Replace Section 13.9 “Assignment” With The Following:

13.9 Assignment We may assign our rights and/or obligations under this Agreement to any other entity that succeeds to all or substantial part of our business or assets to which this Agreement relates. Clients and/or Candidates already consent to such assignment which shall, as of principle, take effect upon Hired notifying the assignment to the Client and/or Candidate. Upon the effective date of the assignment of this Agreement, in the conditions mentioned above, (i) the Hired assignor entity shall be relieved of all rights, obligations and/or liabilities vis-à-vis the Client and/or the Candidate under the Agreement, and (ii) the assignee entity shall replace the Hired assignor entity for the performance of the Agreement entered into the Client and/or the Candidate.

17.4.7. Replace The Address In 13.10 “Notice” With The Following:

Hired Talent Marketplace France SAS 33 R Du Mail 75002 Paris

17.4.8. Add The Following As An Additional Section 13.15:

13.15 Exclusion of Article 1123 of the Civil Code. Parties hereby agree, and Client expressly consents, to waive tits right to seek a proportional price reduction in case of partial performance of this Agreement as per the meaning of Article 1223 of the Civil Code.

17.4.9. Modify The Voluntary Termination Time In Section 14.8 “Refunds” From 90 Days To 120 Days.

Modify The Candidate Payment Time In Section 15.4 “Payments For Candidates” From 90 Days To 120 Days.

17.5. Clients and Candidates in Australia

17.5.1. The following provision is added to that Section 6 as sub-section 6.9:

GST. All amounts specified for payment in this Agreement do not include GST. A party who provides another party with *consideration for a *taxable supply that arises in any way out of the performance or non performance of this Agreement must without deduction or set off also pay to that other party the *GST payable on the *supply at the later of: (1) the provision of that *consideration, and (2) the recipient of the *supply being giving a *tax invoice by the other party. In this clause: (3) "GST" means GST under the GST Act; (4) "GST Act" means the A New Tax System (Goods and Services Tax) Act 1999 (as amended); and (5) words prefixed by an asterisk have the same meaning as they do in the GST Act.

17.5.2. Replace Section 13.3 “Governing Law” With The Following:

13.3 Governing Law. This Agreement shall be governed by the laws of Australia, without giving effect to any principles that provide for the application of the law of another jurisdiction.

17.5.3. Replace Section 13.4 “Dispute Resolution” With The Following:

13.4 Dispute Resolution.

(1) If any dispute (“Dispute”) arises: (a) out of or in relation to this Agreement; or (b) out of or in relation to the operation or construction of this Agreement; or (c) in connection with any transaction referenced in this Agreement, subject to clause 13(1)(12), the parties must comply with this clause. (2) A party claiming that a Dispute has arisen must give written notice (“Dispute Notice”) to the other party setting out the nature of the Dispute. (3) The parties must endeavour in good faith to settle the Dispute between themselves within 21 days of receipt of the Dispute Notice. (4) If the Dispute is not settled as set out in sub clause 3 of this clause, either party may refer the Dispute for determination to an independent party (“Arbitrator”). (5) If agreement cannot be reached between the parties about who will be the Arbitrator, it may be referred by any party to the President of the Institute of Chartered Accountants Australia and New Zealand (NSW Division) for the appointment of an Arbitrator. (6) If the Institute of Chartered Accountants Australia and New Zealand (NSW Division) has ceased to exist, the body that replaced it will appoint the Arbitrator. (7) The procedures for determination of the Dispute are to be decided by the Arbitrator in the Arbitrator’s absolute discretion. (8) The Arbitrator must make a decision on the Dispute as soon as practicable after receiving any submissions from the parties. (9) The Arbitrator must provide an explanation for the decision given. (10) The Arbitrator will be appointed as an expert and their decision is final and binding on the parties. (11) The parties will share equally the Arbitrator’s costs and expenses in connection with the Dispute. (12) Nothing in this clause prevents a party from seeking urgent interlocutory injunctive relief before an appropriate court.

17.5.4. Replace That Section 16.4 Entitled “Client And Candidate Relationship” With The Following:

16.4 Candidate And Client Relationship.

This Agreement does not create a partnership or agency relationship between Client and Candidate. Candidate does not have authority to enter into written or oral — whether implied or express — contracts on behalf of Client. Candidate and Client acknowledge that Hired does not, in any way, supervise, direct, or control the manner, means, or conditions of any work or services performed. Hired does not set work hours, location of any work pursuant to any contractor relationships. Hired will not provide either party with training or any equipment, labor or materials needed, or supervision of a Client for a particular engagement. Hired will not set the rate or method of contractor payment, process contractor invoices, nor will it provide benefits or deduct any amount for withholding, unemployment, Social Security, or other taxes. Client and Candidate will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to a contractor engagement. For engagements classified as independent contractor relationships, Client may not require an exclusive relationship between Client and Candidate. If that is the case, then subject to any other contrary agreement between Client and Candidate, a Candidate classified as independent contractor is free at all times to perform any other services pursuant to other engagements with third parties, be employed by or otherwise engage with persons or businesses other than Client, including any competitor of Client. For contracts classified as employer-employee relationships, the request will be managed through Hired’s staffing affiliate People 2.0 (as set forth below) and Customer and Client are free to enter into any appropriate additional agreements.

17.5.5. Replace Those Sections 16.7, 16.8, and 16.9, entitled, “W-2”, “1099”, and “Contractor Success Fees” Respectively In The Contractor Terms With The Following:

16.7 Employer-Employee Relationships

People 2.0 (“Agency”) manages all other Client and Candidate engagements which qualify as employer-employee relationships. Agency operates as the Employer of Record for all such applicable arrangements (referred to herein as “Employee Engagements”). Agency shall be responsible for all employee documentation, including personnel files, as well as compensation, including, payroll and payroll taxes, social security or unemployment taxes, or disability insurance, worker’s compensation and unemployment insurance, health insurance, personal / carer’s leave, as well as any other benefits mandated by law. Client will not pay the Candidate directly. By utilizing Hired’s Service for such Agency Non-Contractor Engagements, you are agreeing to all applicable terms and conditions of such Agency, if you do not agree, you should not utilize such Agency for Non-Contractor Engagements.

16.8 1099

Hired facilitates all Contractor Engagements which qualify as 1099 engagements. For all 1099 engagements, Hired utilizes Qwil for invoice and payment processing, and Qwil will process all payments for contractors pursuant to such engagements. Client will not pay contractors directly. By utilizing Hired’s Service for such Contractor Engagements, you are agreeing to all applicable terms and conditions of Qwil, including their terms of service found here (http://www.qwil.co/terms/), if you do not agree, you should not utilize Hired for Contractor Engagements.

16.9 Contractor Success Fees

In the event that a Contractor Engagement or Employee Engagement results in a Candidate accepting an Engagement Offer or Employment Offer, the Client will pay a Success Fee equal to Hired’s then current Fees as agreed upon by Client during Service registration process. Clients are required to promptly notify Hired once a Candidate has accepted a Covered Offer and notify Hired of the Start Date for such Candidate (including prompt notification of any subsequent changes in such Start Date.) Clients shall provide Hired with (1) a copy of a fully executed Covered Offer engagement offer letter or employment offer letter, or (2) execute a document between Client, Hired and Candidate that states material engagement or employment terms, including, among other things, Start Date and compensation promptly upon the Effective Date. In the event that before the Start Date, either Client or Candidate elect not to begin the engagement or employment relationship contemplated by the Covered Offer, Client shall promptly notify Hired and the Candidate shall not be eligible for any Candidate Payment. The Client will owe Hired a Success Fee for any Covered Offer which is accepted by a Candidate within twelve (12) months of the date on which the Client first viewed the Candidate on the Site, as defined above.