General Terms of Use of Flarehire.com and Flarehire, Inc. (“Flarehire”)
UPDATED January 5, 2023
By entering into this Agreement or using the Platform, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Flarehire, Employers, Recruiters and/or Candidates and, may include but are not limited to: operational communications concerning your User account or use of the Flarehire Platform, updates concerning new and existing features on the Flarehire Platform and news concerning Flarehire developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “END” IN RESPONSE FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE FLAREHIRE PLATFORM. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM FLAREHIRE (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOPALL” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE FLAREHIRE PLATFORM.
“Your Information” is any information you provide, publish or post to or through the Flarehire Platform (including any application, job opening or profile information you provide) or send to Employers, Recruiters, or Candidates (including through in-application feedback, any email feature, or through any Flarehire-related Twitter, Facebook or other social media posting) (your "Information"). You consent to Flarehire using your Information to create a user account that will allow you to use the Flarehire Platform. Our collection and use of personal information in connection with the Flarehire Platform follows Flarehire's Privacy Policy located at https://flarehire.wpenginepowered.com/privacy/. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable Flarehire to use your Information for the purposes described in the Privacy Policy and this Agreement, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. Flarehire does not assert ownership over your Information. As between you and Flarehire, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information except as specifically provided herein. The Flarehire Privacy Policy also applies and can be found at the following link (https://flarehire.wpenginepowered.com/privacy/ ).
THESE GENERAL TERMS OF USE GOVERN THE GENERAL USE OF AND ACCESS TO THE PLATFORM AND SERVICES (EACH DEFINED BELOW) OFFERED AND/OR PROVIDED BY FLAREHIRE, INC. (HEREINAFTER “FLAREHIRE”, “WE”, “OUR” OR “US”) BRINGING EMPLOYERS, EMPLOYMENT CANDIDATES, AND RECRUITERS TOGETHER IN A COHESIVE, TURNKEY EMPLOYMENT MARKETPLACE. PLEASE CAREFULLY READ AND REVIEW THESE PAGES AND THE RELAVANT TERMS AND CONDITIONS CONTAINED HEREIN. BY USING THE PLATFORM AND/OR ANY OF THE SERVICES, YOU ARE INDICATING YOUR ACCEPTANCE TO BE BOUND BY THE PROVISIONS OF THESE TERMS OF USE. ONCE ACCEPTED, THESE TERMS OF USE BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND FLAREHIRE, INC. (THE “AGREEMENT”). YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH FLAREHIRE, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT ON BEHALF OF THE EMPLOYER YOU HAVE NAMED AS THE ACCOUNT HOLDER, AND TO BIND THAT EMPLOYER TO THE TERMS OF THIS AGREEMENT. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU ACCESS OR REGISTER ON THE PLATFORM. IF YOU DO NOT ACCEPT THE TERMS OF USE STATED HERE, DO NOT USE THE FLAREHIRE.COM WEBSITE, MOBILE APPLICATIONS, OR ANY OF FLAIRHIRE’S SERVICES.
FLAREHIRE MAY MODIFY THIS AGREEMENT AT ANY TIME, AT OUR SOLE DISCRETION. IF WE DO SO, WE’LL LET YOU KNOW EITHER BY POSTING THE MODIFIED AGREEMENT ON THE FLAREHIRE WEBSITE AVAILABLE AT FLAREHIRE.COM OR THROUGH OTHER COMMUNICATIONS. IT’S IMPORTANT THAT YOU REVIEW THE MODIFIED AGREEMENT TERMS BECAUSE IF YOU CONTINUE TO USE THE PLATFORM AND/OR THE FLAREHIRE SERVICES AFTER WE’VE LET YOU KNOW THAT THE AGREEMENT HAS BEEN MODIFIED, YOU ARE INDICATING TO US THAT YOU AGREE TO BE BOUND BY THE MODIFIED AGREEMENT. IF YOU DON’T AGREE TO BE BOUND BY THE MODIFIED AGREEMENT, THEN YOU MAY NO LONGER USE THE PLATFORM AND/OR THE FLAREHIRE SERVICES. BECAUSE OUR PLATFORM AND THE FLAREHIRE SERVICES ARE EVOLVING OVER TIME, WE MAY CHANGE OR DISCONTINUE ALL OR ANY PART OF THE PLATFORM AND/OR THE FLAREHIRE SERVICES, AT ANY TIME AND WITHOUT NOTICE, AT OUR SOLE DISCRETION.
1. DEFINITIONS. The following terms shall have the meanings set forth below. Capitalized terms not defined in this Section shall have the meanings assigned to them where used in this Agreement.
1.1 “Candidates” means potential candidates for Open Positions.
1.2 “Employers” means individuals or legal entities who submit Open Positions to the Platform.
1.3 “Engagement” means the provision of Recruiter Services for a particular Open Position.
1.4 “Open Position” means an open job position submitted to Flarehire by an Employer, including without limitation by posting on the Platform.
1.5 “Placement” means the employment or engagement by an Employer of a Candidate referred in connection with Recruiter Services.
1.6 “Placement Fee” means the compensation owed by an Employer in connection with a Placement.
1.7 “Platform” means Flarehire’s software/online platform and/or any Flarehire mobile application through which (i) Employers can submit Open Positions, (ii) Recruiters can view and select Open Positions for which they would like to perform Recruiter Services, and (iii) Candidates can post resumes, create a personal bio page, and search for jobs.
1.8 “Recruiter” means an individual or entity, including You, who joins Flarehire and provides Recruiter Services through the Flarehire Platform to Employers and/or Candidates pursuant to this Agreement.
1.9 “Recruiter Services” means the referral and recommendation of Candidates for Open Positions, and the performance of related services such as interview scheduling and offer negotiations, in each case provided by Recruiters through Flarehire.
1.10 “Recruiting Fees” means the compensation owed by an Employer for Recruiter Services.
1.11 “Flarehire Services” means the service provided by Flarehire to Employer, Recruiters, or Candidates hereunder, including without limitation access to the Platform.
2. FLAREHIRE SERVICES. Subject to the terms and conditions set forth in this Agreement, Flarehire will use commercially reasonable efforts to provide You with the Flarehire Services, as further described and mutually agreed to by You and Flarehire, through the Platform and/or otherwise mutually agreed upon in writing (email acceptable). Flarehire reserves the right to refuse to provide Flarehire Services at any time. Except as otherwise stated herein or in the more specific terms or agreements for Employers, Recruiters, or Candidates, Flarehire does not guarantee any specific results from the Flarehire Services.
3. ACCOUNTS.
3.1 Registration. In order to use and/or receive the Flarehire Services, You must register for an account to use the Platform (“Account”) and choose a membership level from the various Flarehire Membership Options. In registering for an Account and becoming a member, You agree to (a) provide true, accurate, current, and complete information, which may include without information Your name, Your email address, and any other information as may be requested by Flarehire (“Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You agree not to provide any false or misleading information about Your identity or location, business, or services and to correct any such information that is or becomes false or misleading. You acknowledge and agree that Registration Data may be shared with other parties in connection with the Platform and/or the Flarehire Services (such as other Employers, Recruiters and Candidates), and You hereby grant Flarehire a non-exclusive, worldwide, royalty free license to use, display, perform, transmit, and otherwise exploit Your Registration Data in connection with the Platform and/or the Flarehire Services. You are responsible for all activities that occur under Your Account and may not share Account or password information with anyone. You agree to notify Flarehire immediately of any unauthorized use of Your password or any other breach of security. If You provide any information that is untrue, inaccurate, not current or incomplete, or Flarehire has reasonable grounds to suspect that any information You provide is untrue, inaccurate, not current or incomplete, Flarehire has the right to suspend or terminate Your Account and terminate this Agreement and/or access to the Platform and/or the Flarehire Services hereunder (including without limitation with respect to any in-progress searches and placements). You may not have more than one Account at any given time. You may not create an Account or otherwise access or use the Platform if You have been previously removed or terminated by Flarehire. Flarehire reserves the right to decline any registration or request for access or an Account for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
3.2 Account Verification. When You register for an Account and/or become a member, and from time to time thereafter, Your Account will be subject to verification, which may include, but is not limited to, validation against third-party databases or verification of one or more official government or legal documents that confirm Your identity, location, and ability to act on behalf of Your business. You authorize Flarehire, directly or through third parties, to make any inquiries necessary to validate Your identity, location, and ownership of Your email address or financial accounts, subject to applicable law. When requested, You must timely provide Flarehire with complete information about You and Your business, which includes, but is not limited to, providing official government or legal documents.
3.3 Permitted Users. By granting any individuals or entities permissions under Your Account, including without limitation any of your employees, contractors, or agents, (each, a “Permitted User”), You represent and warrant that (a) the Permitted User is authorized to act on Your behalf, and (b) You are fully responsible and liable for any action or omission of any and all Permitted Users and any other person who uses the Account. If any Permitted User violates the terms of this Agreement, it may affect Your ability to use the Platform or the Flarehire Services.
3.4 Independent Contractor. Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or Employer-employee relationship between Flarehire and You.
4 OWNERSHIP.
4.1 Flarehire. As between You and Flarehire, Flarehire and its suppliers own all rights, title and interest in the Platform and Flarehire Services; all information and materials provided by or on behalf of Flarehire or any Recruiter or Candidate to You hereunder in connection with the Platform or Flarehire Services (including, without limitation, all patents, trade secrets, trademarks, service marks, trade names, copyrights, inventions, ideas, know-how, techniques, and all other forms of intellectual property related to or contained in the Flarehire Platform, information and materials (collectively, “Flarehire IP”). Flarehire reserves all rights in Flarehire IP not expressly granted herein.
4.2 Your Data. You own all rights, title and interest in, and You hereby grant Flarehire a fully paid, royalty-free, worldwide, sublicensable, transferable, non-exclusive right and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, any and all information, data, text, software, and/or other materials provided by or on Your behalf to Flarehire hereunder, including without limitation through the Platform or otherwise in connection with the Flarehire Services, including, without limitation (a) Registration Data, and (b) data and information about Candidates you submit (collectively, all of the foregoing, “Your Data”), in each case for the operation, maintenance, and improvement of Flarehire’s business and services, including without limitation the provision of Flarehire Services. You are solely responsible for Your Data, including the accuracy thereof, and for any legal action that may be instituted by third parties as a result of or in connection with Your Data. Furthermore, You acknowledge and agree that Flarehire may use Your Data provided through the Platform as set forth in our Privacy Policy (https://flarehire.wpenginepowered.com/privacy/)
4.3 Feedback. You hereby grant to Flarehire a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner (a) any and all feedback, suggestions, or ideas related to the Flarehire Services or Flarehire’s products, services, or business provided by You (collectively, “Feedback”) and to sublicense the foregoing rights, in connection with the operation, maintenance, and improvement of the Flarehire Services and/or Flarehire’s business and (b) any feedback, suggestions, ideas, responses, comments, information, and data, including survey responses, provided by You or on Your behalf related to any Flarehire Services (“Service Assessments”), and to sublicense the foregoing rights, in connection with the operation, maintenance, and improvement of the Flarehire Services and/or Flarehire’s business, provided that Flarehire shall not share any Service Assessments with any third parties in a manner that identifies You by name.
5. RESTRICTIONS. You represent, warrant, and covenant that You will not, and shall not permit any Permitted User or third party, to (a) use the Platform or the Flarehire Services to provide services to third parties or otherwise provide access to the Platform or the Flarehire Services to third parties; (b) modify any documentation, or create any derivative product thereof; (c) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Platform or the Flarehire Services; (d) assign, sublicense, sell, resell, lease, rent, or otherwise transfer or convey, or pledge as security or otherwise encumber Flarehire’s rights under this Section; (e) harvest, collect, gather or assemble information or data regarding other parties you have contact with through the Platform or the Flarehire Services without their consent; (f) use the Platform or the Flarehire Services to solicit, advertise for, or contact in any form, parties you contact with through the Platform or the Flarehire Services for employment or any other purpose not related to the Open Positions advertised through the Platform or the Flarehire Services; (g) use the Platform or the Flarehire Services or any information or data received through or in connection with the Platform or the Flarehire Services in a manner that (i) may infringe or violate the intellectual property or other rights of any individual or entity, including without limitation the rights of publicity or privacy; (ii) may violate applicable laws or governmental regulations; (iii) is unlawful, threatening, abusive, harassing, misleading, false, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, profane or racially, ethnically, or otherwise discriminatory; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (v) impersonates any person or entity, including any employee or representative of Flarehire; (vi) interferes with or attempts to interfere with the proper functioning of the Platform or the Flarehire Services or uses the Platform or the Flarehire Services in any way not expressly permitted by this Agreement; or (vii) attempts to engage in or engages in, any potentially harmful acts that are directed against the Platform or the Flarehire Services; or (g) permits any third party to do any of the foregoing, directly or indirectly.
6. INTERACTIONS. You are solely responsible for Your interactions with all parties with whom You interact in connection with the Platform and the Flarehire Services; provided, however, that Flarehire reserves the right, but has no obligation, to intercede in such disputes. You agree that Flarehire will not be responsible for any liability incurred as the result of such interactions. While Flarehire may, in Flarehire’s sole discretion, help facilitate the resolution of disputes through various programs, Flarehire does not guarantee the Recruiter Services; the truth or accuracy of Your content or listings; Your ability to procure Flarehire Services; Recruiters’ ability to provide Recruiter Services; or that a Recruiter and You will actually complete a transaction. Flarehire reserves the right to refer any matter to, and to cooperate with, any and all applicable legal authorities, if Flarehire believes that any criminal activity has occurred. Flarehire is entitled, except to the extent prohibited by applicable law, to disclose any information or materials in Flarehire’s possession related to this Agreement or the Recruiter Services, including without limitation all Registration Data or Your Data to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Agreement; (c) respond to any claims that Your content, acts, or omissions violates the rights of third parties; (d) respond to requests for customer service; or (e) protect the rights, property or personal safety of Flarehire, its customers, users, or the public, and all enforcement or other government officials, as Flarehire in its sole discretion believes to be necessary or appropriate.
7. CONFIDENTIAL INFORMATION.
7.1 Confidentiality. Flarehire and You each agree as follows: (a) to use information received from the other party (including through Recruiters) that would be reasonably understood to be confidential or proprietary (“Confidential Information”) disclosed by the other party only for the purposes expressly permitted herein; (b) that such party will not reproduce Confidential Information disclosed by the other party, and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (c) that neither party will create any derivative work from Confidential Information disclosed to such party by the other party; (d) to restrict access to the Confidential Information disclosed by the other party to such of its personnel, agents, and/or consultants, who have a need to have access and who have been advised of, and have agreed in writing to treat such information in accordance with, the terms of this Agreement; and (e) to the extent practicable, return or destroy all Confidential Information disclosed by the other party that is in its possession upon termination or expiration of this Agreement. Both parties agree that all items of Confidential Information are proprietary to the disclosing party, and as between the parties, will remain the sole property of the disclosing party.
7.2 Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of Section 7.1 will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already rightfully in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient without use of or reference to the other party’s Confidential Information; or (f) is approved for release or disclosure by the disclosing party without restriction. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party (to the extent legally permitted) and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make such court filings as it may be required to do.
8. NON-CIRCUMVENTION.
8.1 Restriction. For the term of this Agreement and the Wind Down Period (defined below) (the “Non-Circumvention Period”), You shall not, and shall not permit any of Your employees, contractors, agents, or other service providers to, solicit any recruiting services from any Recruiter You were introduced to through Flarehire, the Platform, or the Recruiter Services (the “Flarehire Relationship”) outside of the Flarehire Relationship for any Open Position You submit to Flarehire without Flarehire’s prior written consent. For the avoidance of doubt, if You were not initially introduced to another party by Flarehire, e.g. if You and a Recruiter worked together before being introduced or matched through the Platform and/or the Flarehire Services, then the Non-Circumvention Period does not apply with respect to You and such Recruiter other than for the specific Open Position(s) posted on the Platform (i.e. You cannot transact with a Recruiter outside of the Platform and without Flarehire for any Open Position that is listed on the Platform or otherwise submitted to Flarehire for the Flarehire Services). Without limiting the generality of the foregoing, You agree not to (a) solicit or submit proposals to parties identified through the Platform or Flarehire to contract, hire, work with, or pay outside of the Recruiter Services, Platform, or Flarehire; (b) accept proposals or solicit parties identified through the Platform or Flarehire to contract, invoice, or receive payment outside the Recruiter Services or Flarehire; or (c) refer any party identified on the Platform or through Flarehire to a third-party for any purpose related to or competitive with the Platform and/or the Flarehire Services. You shall notify Flarehire immediately upon becoming aware of a breach or potential breach of this non-circumvention provision. If You receive the Flarehire Services as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to You and other employees, agents, or representatives of the business when acting in that capacity.
8.2 Connection Fee. The non-circumvention obligation in this Section 8 will not apply to You with respect to a Flarehire Relationship only if the applicable Recruiter or You pays Flarehire a fee for such relationship (the “Connection Fee”), including if You want to commence or continue working with any Recruiter who is a Flarehire Relationship during the Non-Circumvention Period. The Connection Fee is computed as follows: the greater of (a) one hundred thousand dollars ($100,000); or (b) the amount that is equal to 3 times (3x) the anticipated compensation paid to You, plus (c) ten percent (10%) of any one-time signing bonus or similar additional compensation.
9 PAYMENT.
9.1 Payment to Flarehire. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable and in accordance with the terms as set forth on the Platform, the Flarehire website and/or otherwise agreed to between You and Flarehire in writing (email acceptable). You may be required to provide Flarehire with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or bank account information for ACH transfers as a condition to signing up for certain services under the Platform. Your payment provider agreement governs your use of the designated credit card, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing Flarehire with your credit card number, you agree that Flarehire is authorized to immediately invoice your Account for all fees and charges due and payable to Flarehire hereunder and that no additional notice or consent is required. You agree to immediately notify Flarehire of any change in your billing address or the credit card used for payment hereunder. Flarehire reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Platform, the Flarehire website or by e-mail delivery to you.
9.2 Fees. All fees and other payments required for use of the Platform or Flairhire Services must be made to Flarehire in accordance with the terms set forth on the Platform and/or otherwise agreed to between You and Flarehire in writing (email acceptable). If no payment terms are otherwise agreed to between You and Flarehire, or for any payment terms not specified in writing between the parties, the following terms apply to Your use of the Platform and/or the Flarehire Services: All fees are payable within thirty (30) days of invoice date. In the event You fail to pay invoices by the due date, Flarehire may, at its option, charge late fees on any overdue amounts at a rate of ten percent (10%) per annum. Upon nonpayment of any invoice, Flarehire may employ an attorney to enforce its rights and Employer will be responsible for reasonable attorney fees. Flarehire shall not be responsible for any errors, or other payment disputes or issues.
9.3 Expenses. Flarehire shall not be responsible for any expenses incurred by You or any Recruiters in connection with any Open Positions. If You agree to reimburse a Recruiter for expenses incurred in connection with an Open Position, such reimbursement will be handled directly between You and the Recruiter in accordance with the terms mutually agreed to in writing between You and such Recruiter.
9.4 No Refunds; Non-Payment. All fees and other amounts paid hereunder are nonrefundable except to the extent Flarehire expressly agrees to in writing (email acceptable) to provide you with a refund. Furthermore, Flarehire reserves the right to seek reimbursement from You, and You will reimburse Flarehire, if Flarehire (a) suspects fraud or criminal activity associated with Your payment, withdrawal, or any Open Position or receipt of Recruiter Services; (b) discovers erroneous or duplicate transactions; or (c) is unable to collect from the payment source You provided (if applicable).
9.5 Automatic Renewal. If you have a subscription for the Platform and/or any Flarehire Services, your subscription will continue indefinitely until terminated in accordance with the Agreement. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Flarehire’s then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from Flarehire that your subscription will be automatically renewed, you will have thirty (30) days from the date of the Flarehire notice), by logging into your Account and cancelling the subscription. If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please contact Flarehire at the applicable contact referenced on the Flairehire website at Flarehire.com or log in to your Account and change/cancel the subscription. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize Flarehire to charge your payment provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Flarehire does not receive payment from your payment provider, (a) you agree to pay all amounts due on your Account upon demand and/or (b) you agree that Flarehire may either terminate or suspend your subscription and continue to attempt to charge your payment provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
10. TAXES. The amounts paid under this Agreement do not include any taxes or withholdings (“Taxes”) that may be due in connection with the Platform and/or any Flarehire Services provided under this Agreement. If Flarehire determines it has a legal obligation to collect Tax from You in connection with this Agreement, Flarehire shall collect such Tax in addition to the amounts required under this Agreement. If any Flarehire Services, or payments for any Flarehire Services, under the Agreement are subject to Tax in any jurisdiction and You have not remitted the applicable Tax to Flarehire, You will be responsible for the payment of such Tax and any related penalties or interest to the relevant Tax authority and will indemnify Flarehire Parties for any liability or expense incurred. Upon Flarehire’s request, You will provide official receipts issued by the appropriate taxing authority, or such other evidence or documents reasonably requested. You will provide a Form 1099-MISC for each Recruiter to Flarehire; and Flarehire (and not You) will report the Recruiting Fees paid to each Recruiter by filing the applicable Form 1099-MISC’s with the Internal Revenue Service as required by law.
11. RECORDS. You will create and maintain records to document satisfaction of obligations under this Agreement and provide copies of such records to Flarehire upon request.
12. INDEMNIFICATION. You agree to defend, indemnify and hold Flarehire, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Flarehire Party” and collectively, the “Flarehire Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Data; (b) Your use of the Platform and/or the Flarehire Services; (c) any Agreements or arrangements agreed to between You and any Recruiter; (d) payment or nonpayment of amounts incurred in connection with the Platform and/or the Flarehire Services; (e) Your violation of the Agreement or of any rights of another party; or (f) Your violation of any applicable laws, rules or regulations. Flarehire reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with Flarehire in asserting any available defenses. For purposes of this Section 12, You includes any of Your agents or any person who has apparent authority to access or use Your Account.
13. DISCLAIMER OF WARRANTIES.
13.1 AS IS. YOUR USE OF THE PLATFORM AND/OR THE FLAREHIRE SERVICES AND PARTICIPATION IN ANY TRANSACTIONS OR ARRANGEMENTS MADE IN CONNECTION THEREWITH ARE AT YOUR SOLE RISK. THE PLATFORM AND THE FLAREHIRE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. FLAREHIRE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE FLAREHIRE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT THE PLATFORM OR ANY FLAREHIRE SERVICES OBTAINED OR TRANSACTIONS MADE IN CONNECTION THEREWITH WILL MEET YOUR REQUIREMENTS.
13.2 THIRD PARTIES OR OTHER USERS. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS, INCLUDING, WITHOUT LIMITATION, EMPLOYERS, CANDIDATES OR RECRUITERS, PARTICULARLY IF YOU MEET ANY OTHER USER, EMPLOYER, RECRUITER OR CANDIDATE OFFLINE OR IN PERSON. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH ALL OTHER USERS, EMPLOYERS, RECRUITERS AND CANDIDATES. YOU UNDERSTAND THAT FLAREHIRE IS UNDER NO OBLIGATION TO SCREEN EMPLOYERS, RECRUITERS, OR CANDIDATES. YOU ARE SOLELY RESPONSIBLE FOR, AND WILL EXERCISE CAUTION, DISCRETION, COMMON SENSE AND JUDGMENT IN USING THE PLATFORM AND/OR THE FLAREHIRE SERVICES AND DISCLOSING PERSONAL INFORMATION, INCLUDING THE PERSONAL INFORMATION OF CANDIDATES TO ANY RECRUITERS. YOUR USE OF THE PLATFORM AND/OR THE FLAREHIRE SERVICES AND RECEIPT OF RECRUITER SERVICES ARE AT YOUR SOLE RISK AND DISCRETION AND FLAREHIRE HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU OR ANY THIRD PARTY RELATING THERETO. YOU ACKNOWLEDGE AND AGREE THAT FLAREHIRE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD FLAREHIRE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER PARTIES THROUGH OR IN CONNECTION WITH THE FLAREHIRE SERVICES. NEITHER FLAREHIRE NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT OF ANY USERS, RECRUITER, EMPLOYER, OR CANDIDATE. FLAREHIRE DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY USERS, RECRUITER’S, EMPLOYER’S OR CANDIDATE’S PROFESSIONAL ACCREDITATION, REGISTRATION, OR LICENSE. YOU ACKNOWLEDGE AND AGREE THAT FLAREHIRE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE QUALIFICATIONS OF ANY USER, EMPLOYER, RECRUITER, OR CANDIDATE. IN ADDITION, WE DO NOT GUARANTEE THAT BY USING THE PLATFORM AND/OR THE FLAREHIRE SERVICES, YOU WILL ACHIEVE ANY PARTICULAR RESULT OR SUCCESS.
14. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PROVIDED BY LAW, EXCEPT WITH RESPECT TO BREACHES OF CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL YOU OR ANY OF THE FLAREHIRE PARTIES BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR FLAREHIRE SERVICES, IN EACH CASE WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS, ON ANY THEORY OF LIABILITY OR (B) TOTAL, CUMULATIVE LIABILITY GREATER THAN THE SUM OF THE TOTAL AMOUNT PAID AND PAYABLE TO FLAREHIRE BY YOU DURING THE THREE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FLAREHIRE AND YOU.
15. RELEASE. Flarehire expressly disclaims any liability that may arise between parties involved in the provision or receipt of the Flarehire Services. You release Flarehire, its parents, subsidiaries, affiliates, officers, employees, investors, agents, partners and licensors (collectively, the “Flarehire Parties”) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. You hereby waive California Civil Code Section 1542, or any similar law of any other jurisdiction which states in substance, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
16. TERM AND TERMINATION.
16.1 Term. The Agreement commences on the date you accept the Agreement and remains in full force and effect until terminated by either party in accordance with this Agreement.
16.2 Termination for Breach. Either party may terminate this Agreement upon written notice to the other party if the other party breaches this Agreement and does not cure such breach within fifteen (15) days of receiving notice thereof. Furthermore, without limiting Flarehire’s other rights or remedies, Flarehire may, but is not obligated to, temporarily or indefinitely revoke access to the Platform and/or the Flarehire Services, Your registration, or permanently revoke Your access to the Flarehire Services if Flarehire suspects or becomes aware that You have provided false or misleading information to Flarehire or if Flarehire believes, in Flarehire’s sole discretion, that Your actions may cause legal liability for Flarehire or any Flarehire Parties; may be contrary to the interests of the Platform and/or the Flarehire Services; or may involve illicit or illegal activity. If Your Account is temporarily or permanently closed, You may not use the Platform and/or the Flarehire Services under the same Account or a different Account or reregister under a new Account without Flarehire’s prior written consent.
16.3 Termination for Convenience. Either party may terminate this Agreement for its convenience at any time for any reason or no reason at all by providing the other party with at least thirty (30) days prior written notice; provided that You will remain responsible for all payment obligations incurred prior to the termination effective date, including without limitation any and all Engagements commenced during the term of the Agreement.
16.4 Notification. If Flarehire decides to temporarily or permanently close Your Account, Flarehire has the right where allowed by law but not the obligation to: (a) notify Recruiters who have commenced Engagements to inform them of Your closed Account status, and (b) provide those Recruiters with a summary of the reasons for Your Account closure. You agree that Flarehire will have no liability arising from or relating to any notice that it may provide to any other party regarding closed Account status or the reason(s) for the closure.
17. CONSTRUCTION. Section headings are included in this Agreement merely for convenience of reference; they are not to be considered part of this Agreement or used in the interpretation of this Agreement. When used in this Agreement, “including” means “including without limitation.” No rule of strict construction will be applied in the interpretation or construction of this Agreement.
18. GENERAL PROVISIONS.
18.1. Governing Law; Arbitration. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of Texas, without giving effect to any conflicts of laws principles that require the application of the law of a different state. In the event a dispute arises between the parties hereto arising out of or in connection with or with respect to this Agreement or any breach thereof, such dispute shall be determined and settled by arbitration in Austin, Texas, in accordance with the rules of the American Arbitration Association (“AAA”). The award rendered thereon by the arbitrator shall be final and binding on the parties thereto, and judgment thereon may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from applying to a court of competent jurisdiction for equitable or injunctive relief.
18.2 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
18.3 No Assignment. This Agreement, and Your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by You without Flarehire’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
18.4 Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the signature page, by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice of such change to the other party.
18.5 Injunctive Relief. You acknowledge that, because its services are personal and unique and because You will have access to Confidential Information of Flarehire, any breach of this Agreement by You would cause irreparable injury to Flarehire for which monetary damages would not be an adequate remedy and, therefore, will entitle Flarehire to injunctive relief (including specific performance). The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity.
18.6 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
18.7 Export. You agree not to export, directly or indirectly, any U.S. technical data acquired from Flarehire or any products utilizing such data, to countries outside the United States, because such export could be in violation of the United States export laws or regulations.
18.8 Legal Fees. The prevailing party in any litigation between the parties relating to this Agreement will be entitled to recover such party’s reasonable attorneys’ fees and court costs, in addition to any other relief that such party may be awarded.
18.9 Time is of the Essence. Time is of the essence in the performance of the Services and Your other obligations under this Agreement.
18.10 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by You and Flarehire. Unless otherwise expressly agreed in writing, the terms of this Agreement will govern all use of and access to the Platform and the relationship between You for Flarehire. In the event of any conflict between this Agreement and a separate written agreement between You and Flarehire, the terms of the separate written agreement shall govern, but only with respect to the particular subject matter set forth therein.