Last Updated: September 11, 2018

Welcome, and thanks for visiting Talentpair (Talentpair, Inc. or as used herein: "Talentpair", "We", "Our", or "Us"). When You ("You" individually or the entity that You represent) use Our website located at www.talentpair.com (the "Site"), any website derivatives (eg. app.talentpair.com) or the Talentpair 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. Please read these Terms of Service carefully and thoroughly.

By accessing the Service You agree to be bound by this Agreement, and any additional terms referenced herein, including Our applicable Privacy Policy (as may be applicable in your jurisdiction) 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, the Privacy Policy, the Data Agreement, 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 Talentpair 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 Talentpair has reasonable grounds to suspect that such Content is untrue, inaccurate, not current, or incomplete, Talentpair 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 Talentpair, 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 ("Candidate" means users who are seeking employment and/or contractor opportunities through Talentpair) or Client Specific Terms  ("Client" means a company or individual interested in hiring, or engaging, 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 Talentpair. Remember when using Talentpair 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 ("Candidate" means users who are seeking employment and/or contractor opportunities through Talentpair) or Client Specific Terms ("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.     Active Recruiting Process

You hereby agree that:

  • No Active Recruiting Process (as defined below) has been in place between you and any Candidate for ninety (90) days prior to the date on which you first interact with such Candidate through Talentpair Services. For the purposes of these Terms of Service, “Active Recruiting Process” means a continuous direct, back and forth communication between an Employer and a Candidate in an active recruiting or hiring context where a decision to put a Candidate on hold or a decision to reject such Candidate has not been made.

  • You will initiate any initial interaction with any Candidate exclusively through the Services. Further communication may take place outside of our Services only after you log or initiate the Interview Request and such Interview Request is accepted by the Candidate.

  • You will promptly inform us if your Job Offer is accepted by a Candidate and also provide us with the signed Job Offer or the details of the engagement including but not limited to the scope of the role, remuneration and other conditions of employment.

  • You will promptly notify us if the Candidate’s employment does not commence or is terminated within ninety (90) days from the start date that you agree to with the Candidate.

  • You will use any content including but not limited to, resume / CV and job preferences submitted by the Candidate (collectively, the “Candidate Content”) in accordance with our Data Agreement, in accordance with these Terms of Service.

  • You will not disclose the names and identities of any Candidates listed in any job search or bundle outside of your recruiting or hiring department.

  • You will take appropriate physical, technical and administrative measures to protect Candidate Content from loss, misuse, unauthorized access, disclosure, alteration or destruction.

  • You will not attempt to circumvent our Services by independently attempting to communicate and hire any of the Candidates through alternative means after discovering such Candidates through our Services.

4.     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.

5.     Third Party Services

Talentpair 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 also provide to You links to sites, job postings, email and telephone correspondence and other offers outside of the Talentpair 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 Talentpair 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. Talentpair 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 Talentpair and these Third Party Services use Your data, please refer to Privacy Policy.

6.     Bundle And Request Process

a.     General

Talentpair does not act as an agent for the purposes of the Request process. Talentpair 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 Talentpair bundle 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 Talentpair, nor will Talentpair be construed as, a party to such transactions, whether or not Talentpair receives some form of remuneration in connection with the transaction, and Talentpair 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.

b.     Candidate Specific Process

Talentpair is free for Candidates. For more specific details on and Request process please see the Candidate Specific Terms.

c.     Client Specific Process

For more specific details on Bundle and Request process please see the Client Specific Terms.

7.     Payments And Credits

a.     For Candidates

Talentpair is free for Candidates. For more specific details on Payments and Credits please see the Candidate Specific Terms.

b.     For Clients

For more specific details on Payments and Credits please see the Client Specific Terms.

c.     For Contractor Engagement

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

d.     Changes In Fees And Billing Methods

Talentpair 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.

8.     Limitations On Liability

Talentpair 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 Talentpair’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 TALENTPAIR 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 TALENTPAIR 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 TALENTPAIR 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 TALENTPAIR 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.

a.     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.

9.     Confidentiality

a.     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.

b.     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.

c.     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.

d.     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.

10.  Intellectual Property Rights

The design of the Service along with Talentpair created text, scripts, graphics, interactive features and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Talentpair, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Talentpair 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.

11.  Licensing To Talentpair

You hereby grant to Talentpair and its owners, affiliates, representatives, licensees, licensors and assigns (the "Talentpair 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 Talentpair 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 Talentpair 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 Talentpair. 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 Talentpair Parties with respect thereto, and agree to indemnify and hold the Talentpair Parties harmless to the fullest extent allowed by law regarding all matters related to Your use of the Site.

12.   Disclaimer Of Warranties

THE SITE AND SERVICE ARE PROVIDED TO YOU AS IS. TALENTPAIR 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 TALENTPAIR 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.

13.   Indemnity

You agree to defend and indemnify the Talentpair 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 Talentpair 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.

14.  General

a.     Communications Decency Act

Talentpair asks that You please be respectful when communicating with others through the Service. Talentpair is and will not be liable for any content posted on Our Site. Talentpair 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

b.     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 Talentpair 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: Talentpair (attention: Legal) 755 W Front Street, Boise, ID 83702; e-mail: support@talentpair.com; telephone: 650-328-4100x110.

c.      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. You acknowledge that the Talentpair Site and Service is of United States origin, and Your use of the Site and Service is subject to the U.S. Export Administration Regulations. You are responsible for obtaining all licenses or other approvals necessary to use the Site and Service and agree not to use, or permit use of, the Site or Service without U.S. Government permission to (a) anyone on the U.S. Treasury Department’s lists of Specially Designated Nationals (including the Government of Iran, Government of Sudan, Government of Cuba, prohibited members of the Cuban Communist Party), or on the U.S. Commerce Department’s Denied Persons List, Entity List, or Unverified List, on the U.S. State Department’s Debarred List or Nonproliferation List, or any person who is subject to an export or transaction prohibition from the United States Government; or (b) for use with chemical or biological weapons, sensitive nuclear end-uses, or missiles to deliver them.

d.     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 Talentpair must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR TALENTPAIR 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.

e.      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.

f.       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, Talentpair 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.

g.     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.

h.      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 found here, Client Specific Terms, Candidate Specific Terms, 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 Talentpair 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. Talentpair 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.

i.      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.

j.      Notice

Where Talentpair requires that You provide an e-mail address, You are responsible for providing Talentpair with Your most current e-mail address. In the event that the last e-mail address You provided to Talentpair is not valid, or for any reason is not capable of delivering to You any notices required or permitted by this Agreement, Talentpair’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Talentpair at the following address: Talentpair, Inc., 755 W. Front Street, STE 200, Boise, Idaho 83702, ATTN: Legal. Such notice shall be deemed given when received by Talentpair by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

k.      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.

l.      Electronic Communications

The communications between You and Talentpair use electronic means, whether You visit the Site or the Service or send Talentpair e-mails, or whether Talentpair posts notices on the Site or Service or communicates with You via e-mail. For contractual purposes, You (1) consent to receive communications from Talentpair in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Talentpair 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.

m.   Modifications

PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY TALENTPAIR 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. Talentpair 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.

n.     Beta or Evaluation Usage

If You access a feature or functionality of the Site or Service which is indicated or marked by Talentpair as offered to You as a beta, or evaluation feature or functionality (referred to as the "Beta Service"), then You may use the Beta Service for a period as determined by Talentpair, pursuant to either the advertised fees of such Beta Service, or Talentpair’s then current fees for the Beta Service, as may be applicable in each instance.

NOTWITHSTANDING ANY OTHER PROVISION OF THE TERMS OF SERVICE OR ANY AGREEMENT YOU MAY HAVE DIRECTLY WITH TALENTPAIR, YOUR USE OF THE BETA SERVICE WILL BE PURSUANT TO TALENTPAIR’S THEN CURRENT TERMS OF SERVICE AND PRIVACY POLICY. TALENTPAIR PROVIDES THESE BETA SERVICE(S) "AS IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES, REFUNDS, OR INDEMNIFICATION OF ANY KIND.

Any offering of such Beta Service(s) does not constitute an implied commitment to offer Beta Services to You or anyone as part of the Site or Service on a generally available basis, or obligate Talentpair to continue to offer Beta Services to You at for any amount of time. Talentpair reserves the right to modify any fees associated with the Beta Service, including beginning to charge You for use of the Beta Service pursuant to the "Modifications" section of the Terms of Service found herein.

15.  Client Specific Terms

a.     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 Talentpair a Candidate. YOU UNDERSTAND THAT TALENTPAIR 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."

b.     Registration For Client

In order to use Talentpair 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 Talentpair.

c.     Bundle Process - Client’s Role

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

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 bundles conducted by Candidates. If a Client hires a Candidate from Our Site, the Client will owe Talentpair 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-bundle, bundle 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.

d.     Success Fees

Terms in effect - full time hires:

  • 20% success fee of first year base salary

  • 90 day guarantee

  • 30 net day pay after candidate start date

Terms in effect - contract hires:

  • 30% contractor success fee of candidate's actual monthly compensation, paid monthly

  • Payments due on the 10th day of each succeeding month

For purposes of this Agreement, "Success Fee" shall refer to Talentpair’s then-current prevailing list price for Covered Offers (including both Full-time Hires and Contractor Engagements) by Clients accepted by Candidates. 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 Talentpair. 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 Talentpair. 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 Talentpair may, in its sole discretion, terminate the Client’s account.

e.     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 Talentpair with a copy of a fully executed Covered Offer employment offer letter, or (b) execute a document between You, Talentpair 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 Talentpair, (2) You will promptly notify Talentpair should the Start Date or offer terms change at any time, and (3) You will promptly notify Talentpair 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.

f.      Subscription Agreements

Clients engaged in a Subscription Agreement with Talentpair (individually a "Subscription Client" and collectively "Subscription Clients") will be charged a Subscription fee as agreed upon between the Client and Talentpair 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 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 Talentpair.

Subscription Clients are required to promptly notify Talentpair once a Candidate has accepted a Covered Offer and notify Talentpair of the Start Date for such Candidate (including prompt notification of any subsequent changes in such Start Date). Subscription Clients shall provide Talentpair with (1) a copy of a fully executed Covered Offer, or (2) execute a document between the Subscription Client, Talentpair 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 Talentpair 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 Talentpair may, in its sole discretion, terminate the Subscription Client’s account.

g.     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. All fees (such as Success Fees or Subscription Fees) for the Talentpair Service are due and payable net thirty (30) days from the date indicated on each invoice as sent to Client by Talentpair.

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, Talentpair will, as a genuine assessment of its damages, assess a late payment fee 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.

h.     Credits

At Talentpair We value Our Client’s 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, Talentpair will provide Client a credit for additional Talentpair Services corresponding to the Success Fee related to the Candidate who was the subject of the Termination Event if such Success Fee was paid by Client prior to the Termination Event. No credits shall be provided for Success Fees pursuant to a contractor to full-time hire conversion or for Subscription services.

16.  Candidate Specific Terms

a.     Description Of Service For Candidates

Talentpair is an online service that connects Candidates with Clients through a non-binding bundle 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 Talentpair is free, and the bundle process is non-binding and does not create any contractual obligations between the Client and the Candidate. The bundle only acts as a tool for Candidates to explore opportunities without obligation.

b.     Registration For Candidate

In order to use Talentpair 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 Talentpair, 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 LinkedIn 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.

c.      Bundle Process - Candidate’s Role

After a Candidate has registered and created a profile on Talentpair, he or she will be able to create a listing for a bundle using software made available by us through the Service. Candidates are solely responsible for running their own bundles. Clients will then have the opportunity to engage with Candidates for their services through the Request process. By creating a listing and using the bundle 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.

d.     Payments For Candidates

Talentpair is free for Candidates. A Candidate is required to promptly notify Talentpair 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") up to $1,000, based upon Talentpair’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 Talentpair’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 Talentpair 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 Talentpair of Your Start Date and the key terms of such Covered Offer (and notify Talentpair promptly should that Start Date or offer terms change at any time), (2) You shall provide Talentpair with (a) a copy of a fully executed Covered Offer employment offer letter, or (b) execute a document between Client, Talentpair 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 Talentpair, and (3) You will promptly notify Talentpair 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 Talentpair 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 Talentpair is entitled to the return of the Candidate Payment and You shall promptly return that Candidate Payment to Talentpair. The foregoing repayment amount is a debt immediately owed to Talentpair and the Candidate will pay for any professional fees Talentpair incurs in enforcing such repayment obligation.

17.  Contractor Engagements

a.     General

Talentpair is an online service that, in addition to other features, connects Candidates and Clients for potential contractor engagements as may be agreed upon between the Candidate and Client (referred to herein as "Contractor Engagements"). Client and Candidate are responsible for any contracts or agreements they may form with respect to such Contractor Engagements, including independent contractor agreements, confidentiality agreements, or any other agreements as may be deemed applicable between the parties. Talentpair 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 a Contractor Engagement. Candidate and Client expressly agree that no joint venture, partnership, employment, or agency agreement exists between them and Talentpair as a result of this Agreement or any use of the Service, and that Talentpair is not a joint employer for purposes of this Agreement.

b.     Classification and Relationship

Client and Candidate assume all liability for proper classification of Candidates as independent contractors or employees based on applicable legal guidelines. Candidate and Client acknowledge that Talentpair does not, in any way, supervise, direct, or control the manner, means, or conditions of any work or services performed. Talentpair does not set work hours, location of any work pursuant to any contractor relationships. Talentpair will not provide either party with training or any equipment, labor or materials needed, or supervision of a Client for a particular engagement. Talentpair 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.

c.     Indemnification.

In addition to the indemnification obligations set forth in the Terms of Service, Client and Candidate agree to indemnify, hold harmless and defend Talentpair 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 Talentpair 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.

d.     Payment To Talentpair For Contractor Engagements

Client agrees to pay the then-current Success Fees for Contractor Engagements charged to Client’s account in accordance with the fees, charges, and billing terms in effect for Contractor Engagements at the time the Success Fee is due and payable hereunder, pursuant to the Client Specific Terms, as set forth herein. In the event that a Contractor Engagement results in a Candidate accepting an Employment Offer, the Client will pay a fee equal to Talentpair’s then current Success Fees for such Employment, pursuant to the Client Specific Terms set forth herein.

16.5. Limited Exclusivity For Contractors

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