Last Updated: June 7, 2023
ExploreOver Inc. (“We,” “us,” and “our”) publishes and operates the Explore Over application (the “Services”), which is available for use by companies and organizations seeking workers, as well as individual job seekers, via various electronic devices, including but not limited to mobile phones, desktop computers, laptop computers, and tablets.
This Terms of Service (this “TOS”) sets forth the terms and conditions upon which companies and organizations seeking workers will be permitted to use the Services.
By using the Services, you confirm, both on your own behalf and on behalf of your company or organization, that you have read, understood, and intend to be bound by this TOS.
From time to time, we may use the Services to present or refer individual job seekers (each, a “Candidate”) to you to consider for potential roles with your company or organization. You agree to consider any such Candidates in good faith and promptly determine whether to move forward with their candidacy.
All Candidates presented or referred to you must be maintained in strict confidence, and may not be disclosed disclosed by you except: (a) as reasonably necessary to evaluate said Candidates; (b) with the prior written consent of the subject Candidate; or (c) to the extent required by law or legal process, provided however, that you must notify us in writing of any such requirement and provide us, to the greatest extent possible, the opportunity to intervene.
4. Placement Fees.
For any Candidate we introduce to you that you hire, whether on a full time or part-time basis, within 12 months of the introduction date, you agree to pay us a fee (each a “Placement Fee”), which the will agree upon separately from this TOS. Each Placement Fee must be paid no later than the Corresponding candidate’s first day of work for you.
Any sums owed under this TOS that remain unpaid thirty (30) days or more after they become due shall accrue interest monthly at a rate equal to the lesser of (a) one and a half percent (1.5%); or (b) the highest rate allowed by applicable law. You will be responsible for any collection costs that we incur, including, without limitation, reasonable attorneys’ fees.
5. Communications with Other Users
The Services may include the facilitation of communications between users, including via direct messages. You are solely responsible for all of your interactions with other users and you agree to conduct yourself professionally, civilly, and respectfully at all times. In no event will you use the Services to transmit inappropriate, offensive, harassing, or illegal communications to other users.We reserve the right to review and analyze direct messages and any other content that you transmit to or using the Services to ensure compliance with this TOS.
You shall defend, indemnify, and hold us harmless, as well as our affiliates, together their respective equity holders, officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from your breach of any representation, warranty, covenant, or obligation under this TOS.
7. Candidate Disclaimer
WE MAKE NO GUARANTEE OR REPRESENTATION, AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES WHATSOEVER, WITH RESPECT TO THE QUALIFICATIONS, TRUTHFULNESS, SUITABILITY AND/OR PERFORMANCE OF CANDIDATES PRESENTED OR REFERRED TO YOU PURSUANT TO THIS TOS. YOU UNDERSTANDS AND AGREE THAT, AS BETWEEN THE PARTIES, YOU SHALL BE SOLELY RESPONSIBLE FOR THE ASSESSMENT, VETTING, SELECTION, HIRING, TRAINING, EQUIPPING, AND SUPERVISING OF ALL CANDIDATES.
8. Limitation of Liability.
NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF OR RELATING TO THIS TOS OR THE TRANSACTIONS IT CONTEMPLATES (WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR OTHER FORM OF ACTION). IN NO EVENT WILL OUR AGGREGATE LIABILITY UNDER THIS TOS EXCEED THE TOTAL PLACEMENT FEES THAT YOU PAY US UNDER UNDER THIS TOS.
9. Disputes; Binding Arbitration.
EXCEPT FOR A DISPUTE SOLELY CONCERNING PAYMENTS DUE TO US, ALL DISPUTES ARISING OUT OF THIS TOS SHALL BE SUBMITTED TO JAMS FOR ARBITRATION PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES & PROCEDURES. THE ARBITRATION SHALL TAKE PLACE IN SANTA CLARA COUNTY, CALIFORNIA, AND ALL OF THE FEES AND COSTS OF THE ARBITRATION SHALL BE SHARED EQUALLY BY THE PARTIES. ATTORNEY’S FEES MAY BE AWARDED TO THE PREVAILING PARTY AT THE DISCRETION OF THE ARBITRATOR, BUT THE ARBITRATOR SHALL HAVE NO POWER TO ALTER OR AMEND THIS TOS OR TO AWARD ANY RELIEF INCONSISTENT WITH THE PROVISIONS HEREIN OR UNAVAILABLE IN A COURT OF LAW.
10. Updates to this TOS
This TOS may be periodically reviewed and updated in our discretion, including as we expand and/or modify the Services. We will endeavor to notify you of these changes by email, but will not be liable for any failure to do so. Use of the Services after an update to this TOS constitutes consent to the updated terms to the fullest extent permitted by law.
(a) Relationship of the Parties. The parties are, and shall continue to be, independent contractors. Nothing contained herein or done in pursuance of this TOS shall constitute the parties’ entering into a joint venture, or look to the other party as its employer, or as a partner, agent, or principal for the other party for any purpose or in any sense whatsoever, or to create any fiduciary or other extra obligations.
(b) Assignment. We may freely assign our rights and obligations under this TOS at any time by written notice to you. You may not assign thisTOS without our prior written consent, and any attempt to do so will be void. Subject to the limits on assignment stated above, this TOS will inure to the benefit of, be binding on, and be enforceable against each of the parties and their respective successors and permitted assigns.
(c) Severability. If any term or provision of this TOS is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this TOS or invalidate or render unenforceable such term or provision in any other jurisdiction.
(d) Governing Law. This TOS shall be governed by and construed in accordance with the laws of the State of California.
(e) Entire Agreement. This TOS sets forth all of the promises, agreements and conditions regarding its subject matter, supersedes all prior understandings (whether written, oral or otherwise) pertaining thereto and constitutes the entire agreement between the parties regarding the subject matter hereof.