Last revisited: October 5, 2020
You are entering into this Agreement with Kill Busy Season (KBS Services, LLC or, as used herein, "Kill Busy Season", “KBS”, "We", "Our", or "Us"). When You (individually or the entity that You represent) use Our Services, You are agreeing to the Terms of Service (the “Agreement”) below.
This Agreement applies to https://killbusyseason.com (the “KBS Site” and/or the“KBS Service”), the KBS-branded app (the “App”), and other KBS-related sites, apps, communications and other services that state that they are offered under this Agreement (“Services”). When we refer to the "KBS Site" throughout this Agreement without explicitly mentioning the App, the provisions stipulated at those places apply to all the KBS Services including the Site, the App, or any other Service unless indicated otherwise, independent of versioning, or whether an App is already released or will be released in the future.
This Agreement applies to all registered users of Our Services (“Users,” or as used herein, “You,” “Your”, “Yourself”), including, but not limited to, Users who are seeking employment and/or contractor opportunities through Our Services (“Talents”, "Candidates") and companies interested in hiring or engaging Talents (“Clients”). If You engage a Talent and the Talent works in a country other than the country in which Your office through which You engaged the Talent is located, You will be bound by the geographic-specific terms applicable to the region in which the Talent works.
In order to use Our Services, You must register for an account. In registering, You agree to provide accurate, current, and complete information about Yourself ("Registration Data") and update it as necessary. If KBS has reason to believe that Your Registration Data is inaccurate, outdated, or incomplete, KBS may suspend or terminate Your account and refuse any and all use of the Services. You agree You will not (a) create an account using a false identity or information that is not your own; (b) have more than one account; (c) create an account or use the Services if You have been previously removed from the Services. We reserve the right, in Our sole discretion, to accept or reject Your registration to use Our Services. If Your registration is accepted, You will be allowed access to the Services.
You will be responsible for maintaining the confidentiality of your password and account and will be fully responsible for any and all activities that occur under your account. You agree to immediately notify Us of any unauthorized use of Your account or any other breach of account security. We will not be liable for any loss or damage arising from your failure to comply with this paragraph.
You are responsible for Your use of the Services and for any use of the Services made using Your account, including by any third parties. You agree not to access, copy, or otherwise use the Services beyond the permitted use hereunder. When using Our Services, You agree that You will not (1) copy or distribute any part of the Services, 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 or worms 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 fraudulent, manipulative, or inflammatory content. Your continued access to Our Services are contingent on Your agreement to act in a professional manner.
You may permit third party agents to use the Service on Your behalf (“Third Party Agents”) for the sole purpose of delivering services to You. You are fully responsible for Your Third Party Agents’ actions and any breach of this Agreement by a Third Party Agent shall be deemed to be a breach by You.
KBS 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 KBS 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 KBS 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. KBS is not responsible for, nor endorses any features, content, advertising, products or other materials on or available from such Third Party Services.
As Users of Our Services, all information You post, transmit, or submit through Our Services (“Content”) is intended to be shared with other Users. 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 below. You further 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. We are not required to or under any obligation to review any Content posted by Our Users on Our Services, although We reserve the right to do so with or without notice, to prevent or rectify any alleged violations of this Agreement or any applicable law. We reserve all defenses made available to us by the Communications Decency Act and any other applicable laws, rules, or regulations.
We may refuse to accept or display the Content, and may remove or delete all or any portion of the Content at any time. You understand that KBS 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 KBS. 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 KBS Parties with respect thereto.
Users will retain all rights to the Content they upload or create on or through the Services. You hereby grant to KBS and its owners, affiliates, representatives, licensees, licensors and assigns (the "KBS Parties") a non-exclusive, fully-paid, royalty-free, world-wide, universal, transferable license to display, modify, publicly perform, distribute, store, broadcast, transmit and reproduce Your Content, logo(s), service marks, trademarks and trade names in conjunction with the Services, including in developing, enhancing, and supporting the Services. 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.
KBS is not liable for (1) any Content posted on Our Services; (2) contracts or other obligations that may arise between Users; (3) any damages that result through Your use of Our Services; (4) any negative or critical comments that may be posted by other Users through the Services; or (5) any of the Third Party Service(s) You may be provided pursuant to Your use of the Services.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL KBS 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 KBS 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 SERVICES; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (3) ANY OTHER MATTER RELATED TOTHE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL KBS BE LIABLE TO AUSER, REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, FOR MORE THAN THE GREATER OF (1) THE TOTAL AMOUNT PAYABLE BY THE USER TO KBS FOR THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CAUSE OF ACTION FIRST AROSE, OR (2) $100.
THE LIMITATIONS OF THIS SECTION WILL NOT APPLY TO ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.
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 twelve (12) months after the cause of action arises.
Means non-public information disclosed or otherwise made available by one party in connection with the Service that are provided under circumstances reasonably indicating their confidentiality. Our Confidential Information includes: (1) login credentials; and (2) any information or materials relating to the Services. Your Confidential Information does not include Your Content.
A party may use Confidential Information of the other party solely as permitted under, or to exercise its rights and perform its obligations under, this Agreement. Each party will disclose the Confidential Information of the other party only to individuals 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 that under this Agreement.
The recipient’s obligations under this Section will not apply to information that: (a) was already rightfully known to the recipient; (b) was disclosed to the recipient by a third party who had the right to make the disclosure; (c) becomes 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.
You agree to keep all information gained from using Our Site confidential; You agree that (1) You will use any content submitted by Talents or Clients in accordance with applicable privacy and data protection laws; (2) You will not disclose the names or identities of any Talents; 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.
The entirety of the Services, along with any logos, features, trademarks, designs, or the like contained therein ("Marks"), are owned by or licensed to KBS, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. KBS reserves all rights in and to the Services. You agree you will not use, copy, or distribute any content contained within the Services beyond the authorized use hereunder.
THE SERVICES ARE PROVIDED TO YOU AS IS. KBS PARTIES EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS SUCH AS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NON INFRINGEMENT.
THE KBS PARTIES MAKE NO guarantee THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (3) THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS INTHE SERVICES 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. YOU UNDERSTAND AND ACKNOWLEDGE THAT ANY COMMUNICATION SENT THROUGH THE SERVICE MAY BE VIEWED BY THIRD PARTIES AND, AS SUCH, ARE NOT CONSIDERED CONFIDENTIAL AND KBS HAS NO RESPONSIBILITY, CONTROL OVER, OR LIABILITY FOR THE CONTENT OF THOSE MESSAGES, ANY ATTACHMENTS TO THOSE MESSAGES, OR THE CHOSEN RECIPIENTS BY THE SENDER, WHETHER SENT THROUGH THE SERVICE, OR VIA YOUR PREFERRED E-MAIL 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 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." 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.
You agree to defend and indemnify the KBS Parties from and against any third party claim, including reasonable attorney’s fees, court costs, settlements, and disbursements, from or relating to (a) Your Content (b) Your use of and access to the Services (c) Your violation of this Agreement (d) Your violation of any law, rule, or regulation, or the rights of any third party (e) Your use of anyThird Party Services and (f) allegations that the KBS Parties and the Client are joint employers of any Talent hired by a Client through the Services. You may not settle any Infringement Claim without Our prior written consent.
We take copyright infringement very seriously. It is Our policy to terminate the account of any user who repeatedly infringes copyright upon prompt notification to KBS 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 us 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. You may give notice of claims of copyright infringement to KBS at the following email address: firstname.lastname@example.org.
Each party will comply with all laws applicable to this Agreement. This Agreement shall be governed by the laws of the State of Kansas without giving effect to its principles regarding conflicts of law. You acknowledge that the Services are of United States origin and agree to comply with all export laws and regulations of the United States.
Any dispute shall be settled by binding and confidential arbitration. Arbitration shall be subject to the Federal Arbitration Act. The arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if applicable, the Supplementary Procedures for Consumer Related Disputes. Each party shall bear its own costs (including attorney fees). 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 HEREBY GIVING UP YOUR RIGHT TO GO TO COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT. Any claims brought by you must be bought in an individual capacity, not as a class member in any representative proceeding. An arbitrator may not consolidate individuals’ claims. The arbitrator will not have authority to award damages in excess of the amount allowed by this Agreement. The arbitrator also shall be authorized to grant any equitable remedy or relief it deems just and equitable and within the scope of the Agreement. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by Kansas law or United States federal law.
We will not be liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control.
The unenforceability of any provision of this Agreement will not affect the enforceability of any other provision. If any provision of this Agreement is deemed to conflict with another KBS will have the sole right to elect which provision remains in force. Headings are provided for convenience only.
We reserve all rights under applicable law. Our non-enforcement of any provision of this Agreement or under applicable law will not be construed as Our waiver of any enforcement rights under the same or different circumstances at any time in the future.
We may suspend or terminate the Services or Your account at Our discretion without explanation and notice, though We will strive to provide a timely explanation. In the event of Your breach of this Agreement, 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. Unless you are a Subscription Client, if You wish to terminate this Agreement, You may do so by notifying KBS at anytime and closing Your account for the Service. Your notice should be sent in writing, in accordance with the Section on "Notice" below. Termination of the Agreement may result in the immediate deletion of any or all of the Content. KBS will not have any liability whatsoever to You for any suspension or termination. All provisions of this Agreement which by their nature should survive termination shall survive termination, including ownership, success fees, interview fees, warranty disclaimers, indemnity and limitations of liability.
You may not assign any rights or obligations under this Agreement without the consent of KBS.
You agree that We will provide notices and messages to you either within the Services or sent to the contact information that you provided Us. You are responsible for providing KBS with your most current e-mail address. If you have provided an invalid email, or such address is not capable of receiving KBS notices, KBS’s dispatch of such email will nonetheless constitute effective notice. You may give notice to KBS at the following email address: email@example.com.
This Agreement contains the entire agreement of the parties and supersedes all other agreements and understandings with respect to the matters contained herein.
Any communication between You and KBS under or in connection with the Services maybe made by electronic mail or other electronic means. You consent to receive communications from KBS electronically, and agree that all terms, conditions, or otherwise, provided to your electronically satisfy any legal requirement that would be satisfied if they were in writing.
Pursuant to California Civil Code Section 1789.3, questions about pricing, complaints, or inquiries must be addressed to Our agent for notice and sent via email to: firstname.lastname@example.org. California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or(800) 952-5210.
THIS AGREEMENT IS SUBJECT TO CHANGE BY KBS IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, We will make a new copy of the Agreement available by posting on Our Site or through the Services. 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 Services, We may also notify you via email or through the Services. Changes will be effective immediately for new users and will be effective thirty (30) days after posting notice of such changes on the Site for existing users. KBS may require You to provide consent to the updated Agreement. If You do not agree to any change(s) You agree to stop using the Services. Your continued use of the Services constitutes Your acceptance of such change(s). YOU AGREE TO REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT TERMS OF SERVICE.
After a Client’s registration has been accepted, the Client will be able to review the Talents on the KBS Site upon launching a Campaign, communicate with theseTalents, and submit non-binding interview requests (“Requests”, "Interview Requests"). An Interview Fee (as defined below) will only be collected from You upon a Talent’s acceptance of an Interview Request. YOU UNDERSTAND THAT KBS 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 A TALENT, AND (2) COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO THE INTENDED CONTRACT OF ANY TALENT.
Once a Client has discovered a Talent on the KBS Site, the Client agrees to communicate exclusively with the Talent through the Talent Site and Service for the duration of the Request process. The Client and the Talent may use other means of communication during the hiring process. The Client agrees not to circumvent the KBS Site and Service by independently attempting to communicate and interview the Talent through alternative means after discovering the Talent on the KBS Site or Service.
For purposes of this Agreement, "Interview Fee" shall refer to KBS’s then-current prevailing list price for Accepted Interview Requests. Client agrees to pay the Interview Fees charged to Client’s account in accordance with the fees, charges, and billing terms in effect immediately upon the Talent accepting the Interview Request ("Accepted Interview Request") independent of whether Client will subsequently make an Offer and independent of whether Talent will be engaged as an employee, intern, coop employee, consultant or contractor ("Employment") remotely or for work in the United States or in any other country or territory.
The Interview Fee is calculated by applying the Interview Fee Rate according to the fees, charges, and billing terms in effect to the salary requested ("Requested Salary") by the Talent. "Salary" for the purposes of this agreement is the number indicated by the Talent in a specific currency on the KBS Site that forms the monetary basis of the compensation package offered to the Talent when the hiring process concludes and the Talent is Employed as employee, intern, coop employee, consultant or contractor. "Salary" in this context excludes other non-monetary compensation or benefits. Notwithstanding, CLIENT AGREES TO NOT OFFER A LOWER SALARY TO THE TALENT THAN THE ONE INDICATED ON THE KBS SITE.
Notwithstanding the foregoing, in the event of an Interview Fee dispute, if a Client can establish that the Client had an Active Process (as defined below) with the Talent before using the KBS Site and Service (e.g., the Talent had already begun the interview process with the Client and such process had not been terminated, or the Client had received the Talent’s resume from an employment agency or headhunter and the Talent was under active consideration by the Client), the Client may be exempted from paying the Interview Fee. However, the final determination as to whether an Interview Fee is owed by the Client for an Accepted Interview Request will be at the sole discretion of KBS. 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 Talent on hold or reject has not been made, within the three (3) months prior to using the Site or Service for a Talent that exists in Client’s applicant tracking system or that was submitted by a recruiting agency.
If You do not agree with any of the provisions of this Agreement, please terminateYour account immediately and cease using KBS. YOUR OBLIGATION TO PAY ANY INTERVIEW FEES SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
As a Client You agree that (1) if You make an Interview Request, You will not offer a Salary to the Talent that is lower than indicated for and required by the Talent on the KBS Site. KBS may terminate a Client's account upon learning of a Salary offer lower than indicated for the interviewed Talent. As a Client you agree to provide KBS with the Talent’s start date, key terms, and compensation, promptly upon request. (2) You will promptly notify KBS should the offer terms change at any time within twelve (12) months of the start date, and (3) You will promptly notify KBS after termination of the Talent’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 Talent voluntarily terminates Employment within ninety (90) days of the date on which Employment commenced.
If a Talent identified through use of the KBS Service accepts an Interview Request within twelve (12) months of the date on which the Client first viewed the Talent on the KBS Site, the Client will be charged an Interview Fee and KBS may, in its sole discretion, terminate the Client’s account.
Clients engaged in a Subscription Agreement with KBS (individually a "Subscription Client" and collectively "Subscription Clients") will be charged a monthly recurring Subscription fee until the Service is cancelled or terminated by either Party (the "Subscription Period"). During the Subscription Period, the Subscription Client will be able to launch campaigns, review talents and request interviews with Talents listed on the KBS Site and Service.
Client will be provided a number of “Premium” and “Standard” seats (each, an “Authorized User”). “Premium” seats will be those users able to interact with Talent on the Service, including sending Interview Requests. “Standard” seats will be those users able to view Talents on the Service but will not be able to interact with, or send Interview Requests, to Talents. At times and for certain accounts, KBS may solely provide one type of seats be it either "Premium" or "Standard".
Client will designate one Client user for each seat it purchases and will not permit a Client user to share a Client user’s access to the Service with any other individual. If a Client user ceases employment, takes leave or vacation, or transfers work function, Client may transfer the Client user's seat to a different Client user. KBS reserves the right to limit the number of transfers of each seat. If KBS discovers that Client users are sharing seat access to the Service with other Client employees or contractors who have not been provisioned access (each, an “Unauthorized User”), this will be deemed a material breach of this Agreement. KBS will have the right to assign any unused seats purchased by Client to the Unauthorized Users to remedy Client’s breach. If there are no unused purchased seats, KBS reserves the right to assess a fee equal to 1.5 times the prorated cost of the Additional Premium Seat.
Each Authorized User may be logged into Our Service from up to three (3) different browsers or computers (the “Devices”) at the same time. Should Client exceed the Device limit, Client may be notified through the Service and may be prompted to log out of at least one (1) other active session before proceeding.
Client may add additional seats at any time during an applicable Service Term. For clarity, additional seats will be added only for the duration of the applicable Service Term and will be prorated accordingly. Upon Client’s notice of intent to add additional seats and immediate payment of invoice, KBS will add the number of seats requested.
All fees (such as Interview Fees or Subscription Fees) for the KBS Service are due and payable immediately when due by means of automated electronic payments, credit card or other similar payment services. For certain accounts KBS may allow to be billed on a net thirty (30) day basis from the date indicated on each invoice as sent to Client by KBS. Should any Interview Fees, Subscription Fees, or other fees incurred by Client pursuant to Client’s use of the Services remain unpaid more than ten (10) days after the thirty (30) day payment requirement set forth herein or in the event of KBS unable to charge automatically the provided electronic form of payment such as a credit card immediately when due, KBS 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 over due 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.
KBS may change its fees and billing methods at any time (including to begin charging for services that it is currently providing free of charge) by providing notice to You as set forth in the Notice section herein.
If (1) a Client hires a Talent and terminates the Talent’s Employment or Contractor Engagement based on unsatisfactory performance within ninety (90) days of the Start Date, (2) a Talent voluntarily terminates his or her Employment within ninety (90) days of the Start Date, or (3) Talent does not start Employment or Contractor Engagement because either Client or Talent elects not to begin the employment relationship contemplated in the Offer, (each, a "Termination Event"), upon written receipt and confirmation of such information, KBS will provide Client a credit for additional KBS Services corresponding to the Interview Fee related to the Talent who was the subject of the Termination Event if such Interview Fee was paid by Client prior to the Termination Event. No credits shall be provided for Interview Fees pursuant to a contractor to full-time hire conversion or for Subscription Services. Any applied credit will expire twelve (12) months from date issued.
Clients engaged in a Subscription Agreement may have the option to purchase certain professional sourcing and recruiting services from KBS to source Talents on KBS Site on Clients’ behalf (the “Professional Service(s)”). These Professional Services are at all times independent contractor relationships between and among the individual performing the Professional Services (the “Sourcer”), KBS, and the Client. Sourcer will perform a certain number of hours per week of Professional Services as indicated on an applicable Subscription Agreement. Sourcer will perform these Professional Services in a reasonable manner; however, Client acknowledges and understands that any final determination as to the Talents sourced, any hiring or employment decisions, or otherwise, are the sole and exclusive determination of the Client, and neither Sourcer nor KBS will be responsible for any final hiring decisions made by Client. Neither KBS nor Sourcer makes any representations, warranties, or guarantees with respect to the Professional Services, the Talents sourced, or Client’s ultimate hiring determinations. The term of these Professional Services will be as set forth on an applicable Subscription Agreement and may not be terminated early by Client. Client is solely responsible for interacting with Sourcer to discuss such Professional Services, Talents sourced, and management of work product during the Professional Services term, including any issues with performance. KBS disclaims all liability for actions taken by Sourcer, and Client understands and agrees that Sourcer is solely responsible for their actions pursuant to theProfessional Services offered.
A Talent is required to promptly notify KBS upon request if the Talent (1) accepts a Client’s offer of employment, whether for an indefinite or fixed term, (2) accepts an offer to engage as a contractor, whether for an indefinite or fixed term (each, a "Contractor Engagement"), (3) accepts a Client’s employment offer during or within twelve (12) months after termination of a Contractor Engagement with such Client. You agree that (1) if You receive an Offer, You shall promptly notify KBS of Your Start Date and the key terms especially the Salary component of such Offer (and notify KBS promptly should that Start Date or offer terms change at any time), and (2) You will promptly notify KBS after termination of Your employment as an employee, intern, coop employee, consultant or contractor in the event that (a) a Client terminates Your engagement based on unsatisfactory performance within ninety (90) days of the date on which Your Employment commenced, or (b) You voluntarily terminate Your engagement within ninety (90) days of the date on which Your engagement commenced.
The Talent agrees not to attempt to circumvent the KBS Site and Service by independently attempting to communicate with a Client that contacted or communicated with him or her on the KBS Site or Service.
Client and Talent are responsible for any contracts or agreements they may form with respect to employee, intern, coop employee, consultant or contractor. KBS does not control, manage, or provide any guidance with respect to the determination of independent contractor or employee status, subsequent agreements between Client and Talent, or services performed by or payments made to the Client pursuant to such engagement. Talent and Client expressly agree that no joint venture, partnership, employment, or agency agreement exists between them and KBS as a result of this Agreement or any use of the KBS Service, and that KBS is not a joint employer for purposes of this Agreement.
Client and Talent assume all liability for proper classification of Talents as independent contractors or employees based on applicable legal guidelines. Talent and Client acknowledge that KBS does not, in any way, supervise, direct, or control the manner, means, or conditions of any work or services performed. Client and Talent 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.
In addition to the indemnification obligations set forth herein, Client and Talent agree to indemnify, hold harmless and defend KBS 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 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 Talent was misclassified, any claim that KBS was an employer or joint employer of Talent, 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 bylaw.