Effective Date: September 15, 2023
These Tech Ladies® UNLIMITED Hiring Partner Terms (“Hiring Terms”) are a legal agreement between you (“Company,” “you” or “your”) and TechComm, LLC d/b/a Tech Ladies (“Community,” “Tech Ladies,” “we,” “us,” or “our”) that governs your access and use of the Community’s UNLIMITED suite of hiring products and services as further described below (collectively, the “Services”). This Agreement shall become effective upon your acceptance of these Hiring Terms (as signified by checking a box alongside a statement agreeing to these Hiring Terms or some other similar signification of assent) (such date, the “Effective Date”). You and Tech Ladies may each be referred to as a “Party” or collectively as the “Parties”.
BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE CONTROLLER-TO-CONTROLLER DATA PROCESSING ADDENDUM, DISCLAIMER OF WARRANTIES AND LIMITATIONS ON LIABILITY, AND WAIVER OF A RIGHT TO JURY TRIAL.
IF YOU ARE PARTY TO A WRITTEN HIRING SERVICES AGREEMENT EXECUTED BY YOU AND TECH LADIES OR TO AN ONLINE MASTER HIRING PARTNER SERVICES AGREEMENT (MSA), SUCH WRITTEN AGREEMENT OR MSA WILL GOVERN IN PLACE OF THESE HIRING TERMS.
We reserve the right to make changes to these Hiring Terms at any time in our sole discretion. If we make any changes to these Hiring Terms, we will post the updated version(s) on the Services, along with a new Effective Date. The Hiring Terms that apply to you are the most recent version of the Hiring Terms in effect upon the commencement of your Services or any renewal of the Services.
Company is hereby purchasing a limited license for access to the Tech Ladies UNLIMITED plan (the “Plan”) and thereby engaging Tech Ladies to provide the following hiring services and associated “Services Benefits” in exchange for the “Fee”. Company shall be provided with the Services Benefits in exchange for its payment of the Fee(s). Tech Ladies may adjust, substitute or otherwise modify such Services Benefits with advance notice to Company.
Tech Ladies® UNLIMITED Hiring Program
- Job Board Partner Page
- UNLIMITED Job Board access
- UNLIMITED seats to access the Tech Ladies Talent Network database
- UNLIMITED hires
- UNLIMITED active postings on Job Board
- Promotion of Company within a Tech Ladies newsletter upon launch of initial job postings.
- “Candidate” - any Tech Ladies community member (a) whose profile is included in the Candidate Database; (b) who applies to a Company job posting on or via the Job Board; or (c) is otherwise identified by Tech Ladies to Company.
- “Candidate Database” or “Talent Network” - an invite-only, pre-vetted database of Tech Ladies community members who are actively job seeking and have opted in to hearing from Tech Ladies hiring partners.
- “Job Board Partner Page” – a dedicated partner page on the Job Board providing employer details and employer branding, as well as all active roles from the partner.
- “Job Board” – the Tech Ladies proprietary job board where active job postings are accessible by members of the Tech Ladies community.
Each Plan purchased by Company shall run for a period of three (3) months from the date of purchase (the “Term”).
“Fee”: As displayed on the pricing page of the Tech Ladies website (available HERE) on the Effective Date.
The Fee for the Term is due and payable by Company upon the Effective Date. Tech Ladies reserves the right to suspend Services Benefits and/or cancel this Agreement in the event of late payment or a reversal of charges. Except as otherwise provided in the Agreement, Fees are non-refundable.
2. SERVICES & RESPONSIBILITIES.
- In exchange for the Fee, during the Term, Tech Ladies shall provide Company the Services and the associated Services Benefits more fully set forth above.
- Company shall provide accurate information and descriptions to Tech Ladies for all job postings, and shall not impersonate any person or entity, use a fictitious name, or misrepresent their affiliation with a person or entity.
- Tech Ladies may provide Company with the ability to connect Company’s ATS (applicant tracking system) to the Tech Ladies Job Board via an API key. If Company chooses to so connect its ATS to the Job Board, Tech Ladies will be able to automatically pull job postings from Company’s ATS system and populate them on the Job Board. Company acknowledges that Tech Ladies is not responsible for the ATS system or associated APIs and shall not be held responsible for any ATS-related issues. Company may remove ATS API access at any time in its discretion.
- The Parties acknowledge and agree that Tech Ladies does not inquire into the backgrounds of Candidates nor attempt to verify the statements of Candidates, but Tech Ladies reserves the right to conduct any background check or other screening at any time. Company assumes all responsibility of conducting any background check, reference check, or other due diligence that may be required before making an offer and/or hiring a Candidate.
3. DECLINED OR DELINQUENT PAYMENTS
If any payment due to be made by Company hereunder is delinquent or is declined, rejected or otherwise made invalid for any reason without limitation, Tech Ladies shall have the right to charge an additional 5% of the amount payable, per instance. Tech Ladies shall also have the right to suspend access to Services during any period of payment delinquency. Company shall be responsible for all of Tech Ladies’ costs of collection of any unpaid Fees due or payable pursuant to this Agreement, including without limitation any fees payable to any collection agency, applicable filing fees and other court costs and reasonable attorney’s fees, and other associated costs and expenses.
4. LICENSE AND USAGE
- During the Term, and subject to these Hiring Terms, Tech Ladies grants to Company a limited, non-exclusive, non-transferable license to use and access the Services and the information made available therethrough, including, without limitation, any information relating to Candidates (all such information, hereinafter, the “Tech Ladies Data”), solely for Company’s own internal recruitment purposes. Company agrees to keep confidential the identities of Candidates. Except for the limited license granted hereunder, no other rights in the Service, the Tech Ladies Data or other information generated in connection with the use of the Services are granted hereunder, and all of the foregoing (collectively, the “TL Information”) are and will remain the sole and exclusive property of Tech Ladies and its licensors, if any, regardless of whether the foregoing are separated or integrated with any other products, services or deliverables.
- Company shall not resell the Services or any information obtained through its use thereof. Company shall not sell, license, transfer, dispose or distribute in any manner (whether directly or indirectly) TL Information, or any derivatives thereof, to a third party and shall not use such to provide service bureau, time sharing, or similar shared services to third parties.
- Company may choose to contact any Candidate who responds to a Company job posting, who is identified by Tech Ladies to Company, or who is found through the Tech Ladies Talent Network provided in connection with the Services and invite that Candidate to undergo Company’s hiring process. Company shall have complete and final discretion to hire any selected Candidate. Tech Ladies does not act as an agent for Company or any Candidate at any time and merely posts opportunities for Company and/or makes Candidate introductions as part of the Services.
- Either Party may terminate these Hiring Terms if the other Party commits a material breach and said breach has not been cured within thirty (30) days of the date of notice from the non-breaching Party. Tech Ladies may additionally terminate provision of the Services for convenience with immediate effect; provided, that in the case of a termination by Tech Ladies for convenience, Company shall be entitled to a pro-rata refund of Fees paid to Tech Ladies. All sections of these Hiring Terms which by their terms or nature should survive termination or expiration will survive termination, including, without limitation, confidentiality and treatment of personal data, and indemnification. Following the effective date of such termination or expiration, the Parties shall have no further liability under these Hiring Terms other than obligations that survive expiration or termination.
6. CONFIDENTIAL INFORMATION & PERSONAL DATA
- Confidential Information. The Parties undertake at all times both during and subsequent to the Term not to disclose, except solely to the extent that such disclosure is authorized in writing by the disclosing Party, and not to use, except for the purposes of these Hiring Terms, any information which is of a confidential nature and of value to the disclosing Party including, without limitation, any processes, business methods and lists, and particulars of Candidates and clientele or other commercial information whether or not that information is contained in documents marked as confidential. Except as required by law, neither Party will disclose these Hiring Terms, including, without limitation, the financial terms, to any third party other than to its attorneys, accountants and professional advisors with a need to know and who are under a duty of confidentiality at least as protective as those set forth in these Hiring Terms.
- Candidate Data. The Parties acknowledge and agree that, in connection with Tech Ladies’ provision of Services, Tech Ladies will disclose or otherwise make available to Company certain TL Information related to Candidates that is subject to laws, regulations and/or legally binding decisions governing the collection, use, protection and disclosure of such information (such information, hereinafter “Candidate Personal Data”). The Controller-To-Controller Data Processing Addendum available at this URL: https://www.hiretechladies.com/dpa (the “C2C DPA”), which is hereby incorporated by this reference herein, shall govern the processing and transfer of Candidate Data for purposes of these Hiring Terms. For purposes of the C2C DPA: (a) the applicable data subjects are the Candidates; (b) the applicable personal data is name, contact information, employment history, education information and other personal or professional information of Candidates (no sensitive information will be transferred); (c) the frequency of transfer is continuous; and (d) the nature and purpose of the processing shall be as set forth in the License and Usage provision above.
7. REPRESENTATIONS & WARRANTIES
Each Party represents and warrants to the other that: (a) it is free to enter into these Hiring Terms; (b) it shall not discriminate in the search, presentation, or hiring of Candidates on the basis of race, color, religion, sex, age, national origin, marital status, disability, or other legally protected classes; (c) it shall comply with all applicable laws and regulations applicable to its obligations under these Hiring Terms including, without limitation, applicable employment and data privacy laws; and (d) it shall comply with the C2C DPA as applicable to such Party.
Each Party will defend, indemnify and hold harmless the other Party, and its respective owners, directors, officers, employees and agents, from and against any and all claims, costs, losses, damages, judgments and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) arising out of or in connection with any third-party claim alleging any breach of such Party’s representations, warranties or obligations set forth in these Hiring Terms. Further, Company will indemnity Tech Ladies and its owners, directors, officers, employees and agents from and against any and all Claims arising out of or in connection with any third-party claim alleging Company’s misconduct in its hiring and/or employment practices.
9. DISCLAIMER OF WARRANTIES;
LIMITATION OF LIABILITY
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TECH LADIES HEREBY DISCLAIMS ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICES OR ANY FEATURES RELATED THERETO, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY OR COMPLETENESS OF DATA, AND WARRANTIES ARISING FROM A COURSE OF DEALING. COMPANY EXPRESSLY AGREES THAT TECH LADIES SHALL NOT BE HELD LIABLE FOR ANY CONDUCT OF A CANDIDATE. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST INCOME, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR ANY CLAIM OR DEMAND BY ANY THIRD PARTY, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER THEORY, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR BREACH OF THE C2C DPA, EACH PARTY’S LIABILITY SHALL IN NO CIRCUMSTANCES EXCEED THE GREATER OF THE FEES PAID OR PAYABLE BY COMPANY TO TECH LADIES DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR TEN THOUSAND DOLLARS. THE FOREGOING LIMITATIONS ON LIABILITY ARE INDEPENDENT OF, AND SHALL APPLY REGARDLESS OF, ANY FAILURE OF ESSENTIAL PURPOSE, OR ANY LIMITED OR EXCLUSIVE REMEDY OF ANY KIND.
10. MISCELLANEOUS PROVISIONS
- Independent Contractor. The relationship of the Parties under these Hiring Terms is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created by these Hiring Terms or the Parties’ related conduct. Neither Party may assume or create obligations on the other Party’s behalf, and neither Party may take any action that creates the appearance of such authority.
- Branding. Company grants the Tech Ladies the right to use Company’s trade name, logo and branding solely in connection with Tech Ladies’ provision of Services hereunder, specifically including the marketing and promotion of Company’s job postings and Company’s Job Board Partner Page.
- Non-Solicitation. Except in connection with the hiring of a Candidate, Company agrees not to (directly or indirectly) solicit or persuade, or attempt to solicit or persuade, any business or individual or other party that has an actual or potential business relationship with Tech Ladies not to do business with or to cease doing business with Tech Ladies, to reduce the amount of business anticipated or historically done with Tech Ladies, or to otherwise alter the actual or potential business relationship with Tech Ladies. This provision will remain in effect for a period of one (1) year following termination of these Hiring Terms.
- Assignment. These Hiring Terms will bind and inure to the benefit of each Party’s permitted successors and assigns. Neither Party may assign these Hiring Terms without the advance written consent of the other Party, which will not be unreasonably withheld, conditioned or delayed, except that either Party may assign these Hiring Terms in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such Party’s assets or voting securities with written notice.
- Notice. Any notice provided under these Hiring Terms shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; (c) by email transmission upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt.
- Governing Law & Venue; WAIVER OF JURY TRIAL. These Hiring Terms are governed by the laws of the State of New York without regard to its conflicts of laws rules. Tech Ladies and Company hereby irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts situated in New York County, New York, for the purposes of any disputes or claims brought by either party regarding or arising from these Hiring Terms. EACH PARTY HEREBY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.
- Waiver. If any provision of these Hiring Terms is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the other provisions will be severable and remain in effect. Any failure by a Party to require the other Party’s performance of any provision in these Hiring Terms shall not affect such Party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Hiring Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
Entire Agreement. These Hiring Terms, inclusive of the C2C DPA incorporated herein, constitutes the entire agreement of the Parties with respect to the Services and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the Parties with respect to the Services.