Recruiter Terms of Service Agreement
Last updated: July 11, 2022
This Recruiter Terms of Service Agreement (“Agreement”) governs the provision of Recruiter Services (defined below) by recruiters (like You), to and through BetterLeap. These terms apply only to the provision of services by Recruiters; if you are receiving Recruiter Services as an Employer (defined below), You must agree to BetterLeap’s Employer Terms of Service Agreement, which can be found here.
TO PROVIDE RECRUITER SERVICES TO BETTERLEAP, YOU MUST REVIEW AND ACCEPT THE TERMS OF THIS AGREEMENT BY SIGNING IN WITH GOOGLE. ONCE ACCEPTED, THIS AGREEMENT BECOMES A BINDING LEGAL COMMITMENT BETWEEN YOU AND BETTERLEAP, INC. (“BETTERLEAP”, “WE”, “OUR” OR “US”). 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 BETTERLEAP, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT ON BEHALF OF THE PARTY YOU HAVE NAMED AS THE USER OR ACCOUNT HOLDER, AND TO BIND THAT COMPANY TO THE TERMS OF THIS AGREEMENT. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER OR ACCOUNT HOLDER WHEN YOU REGISTER. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “SIGN IN WITH GOOGLE” BUTTON.
Modifications. BetterLeap 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 BetterLeap website available at https://betterleap.com/terms/ or through other communications. It’s important that You review the modified Agreement terms because if You continue to use the 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 Services. Because our Services are evolving over time, we may change or discontinue all or any part of the 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 “BetterLeap Services” means the products and services provided by BetterLeap (which may include, without limitation, provision of the Recruiter Services) to its customers (who may include, without limitation, Employers).
1.2 “Candidates” means potential candidates for Open Positions.
1.3 “Employers” means individuals or entities who submit Open Positions to the Platform.
1.4 “Engagement” means the provision of Recruiter Services for a particular Open Position.
1.5 “Open Position” means an open job position submitted to BetterLeap by an Employer, including without limitation by posting on the Platform.
1.6 “Placement” means the employment or engagement by an Employer of a Candidate referred in connection with Recruiter Services.
1.7 “Placement Fee” means the compensation owed by an Employer in connection with a Placement.
1.8 “Platform” means BetterLeap’s platform through which (i) Employers can submit Open Positions and (ii) Recruiters can view and select Open Positions for which they would like to perform Recruiter Services.
1.9 “Recruiter” means an individual or entity, including You, who provides Recruiter Services on behalf of and through BetterLeap pursuant to this Agreement.
1.10 “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 on behalf of and through BetterLeap.
2. PLATFORM USE AND REGISTRATION.
2.1 Registration. In order to provide Recruiter Services hereunder, You must register for an account to use the Platform (“Account”). In registering an Account, You agree to (a) provide true, accurate, current, and complete information, which may include without information Your name, information from Your LinkedIn profile, Your email address, and any other information as may be requested by BetterLeap (“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, skills, or services (or that of any Candidates) 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 BetterLeap Services, and You hereby grant BetterLeap a non-exclusive, worldwide, royalty free license to use, display, perform, transmit, and otherwise exploit Your Registration Data in connection with the BetterLeap 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 BetterLeap 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 BetterLeap has reasonable grounds to suspect that any information You provide is untrue, inaccurate, not current or incomplete, BetterLeap has the right to suspend or terminate Your Account and terminate this Agreement and/or Your provision of Recruiter 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 BetterLeap. BetterLeap 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.
2.2 Account Verification. When You register for an Account 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 BetterLeap, 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 BetterLeap with complete information about You and Your business, which includes, but is not limited to, providing official government or legal documents.
2.3 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 provide Recruiter Services.
2.3 Integrated Accounts. You may link your Account with third-party accounts (“Third-Party Accounts”), by allowing BetterLeap to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to BetterLeap and/or grant BetterLeap access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating BetterLeap to pay any fees or making BetterLeap subject to any usage limitations imposed by such third-party service providers. By granting BetterLeap access to any Third-Party Accounts, you understand that BetterLeap may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Platform or the Extension (as defined below) (collectively, “Content”) that you have provided to and stored in your Third-Party Account (“Third-Party Account Content”) so that it is available on and through the Platform or the Extension via your Account. Unless otherwise specified in the Agreement, all Third-Party Account Content shall be considered to be Your content for all purposes of the Agreement. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Platform. Please note that if a Third-Party Account or associated service becomes unavailable, or BetterLeap’s access to such Third-Party Account is terminated by the third-party service provider, then Third-Party Account Content will no longer be available on and through the Platform. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND BETTERLEAP DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. BetterLeap makes no effort to review any Third-Party Account Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and BetterLeap is not responsible for any Third-Party Account Content.
3. BROWSER EXTENSION AND THIRD-PARTY SITES.
3.1 Overview. BetterLeap offers a browser extension (“Extension”), that you may download onto your web browser (currently, we only support Google Chrome), permitting you to source candidates from Third-Party Accounts.
3.2 Licensed Use and Restrictions. Subject to your compliance with the terms and conditions of this Agreement, BetterLeap grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Extension solely to perform Recruiting Services. You may not modify, adapt, alter, translate, disassemble, reverse engineer, or create derivative works of the Extension, or otherwise use, copy or distribute the Extension for any other purpose except as expressly authorized herein. Further, you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Extension.
3.3 Ownership of Extension. As between You and BetterLeap, BetterLeap owns all right, title and interest in and to the Extension and all intellectual property rights related thereto. Except for the license granted in Section 3.2, this Agreement grants You no right, title, or interest in any intellectual property owned or licensed by us, including the Extension. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices and restrictions contained in this Agreement.
3.4 Modifications. BetterLeap may release subsequent versions of the Extension and require You to download and use the most recent version. Your continued use of the Extension after such a release will be deemed Your acceptance of the modifications.
4. PROVIDING SERVICES.
4.1 Engagements. Subject to the terms and conditions of this Agreement, You may view Open Positions on the Platform and use the Platform to indicate the Open Positions for which you intend to provide Recruiter Services (and each such selection shall become the initiation of an Engagement). By initiating an Engagement, you are represent, warrant, and covenant that unless and until otherwise directed by BetterLeap in writing (email acceptable), you will use best efforts to (a) perform the Recruiter Services in connection with the applicable Engagement and (b) obtain a successful Placement for the applicable Open Position. Without limiting the foregoing, if at any time you determine that you are unable, or likely to be unable, to obtain a successful Placement for an Engagement, you shall immediately notify BetterLeap in writing, in which case BetterLeap may, in its discretion, take steps such as (but which are not limited to) relisting the applicable Open Position on the Platform and engaging other Recruiters with respect to the Open Position. In addition to the terms set forth on the Platform and herein, each Engagement may be subject to additional terms mutually agreed to between You and BetterLeap in writing (email acceptable).
4.2 Employer Referrals. Subject to the terms and conditions of this Agreement, the Platform may provide You with the option to refer companies and other organizations to BetterLeap for the receipt of Recruiter Services (each, an “Employer Referral”). All Employer Referrals must be expressly accepted by BetterLeap. If an Employer Referral is accepted by BetterLeap, and subject to certain terms and conditions set forth on the Platform or as otherwise mutually agreed to in writing between You and BetterLeap (email acceptable), BetterLeap may pay to you a referral fee if the referred employer obtains Recruiter Services from BetterLeap and pays to BetterLeap the applicable Placement Fee. For the avoidance of doubt, BetterLeap shall have no payment obligations with respect to any employers or other parties are not expressly accepted by BetterLeap in writing (email or express notification through the Platform acceptable).
4.3 Performance. Except to the extent otherwise agreed to in writing between You and BetterLeap, You will have exclusive control over the manner and means of performing the Recruiter Services, including the choice of place and time, and will use Your expertise in performing the Recruiter Services. BetterLeap does not, in any way, supervise, direct, or control Recruiters or any Recruiter Services. You represent, warrant, and covenant that You, and Your employees, contractors, and agents involved in the performance of the Recruiter Services (collectively, “Personnel”) shall (a) perform Your obligations hereunder, including without limitation the performance of all Recruiter Services, in a timely and professional manner consistent with industry standards and all applicable laws, rules, and regulations. You agree to provide Your own equipment, tools, and other materials at Your own expense, (b) not make any misrepresentations or fraudulent statements in Your or their performance of the Recruiter Services or otherwise related to this Agreement, and (c) not make any commitments, guarantees, or statements about BetterLeap or its products, services, or business that are not authorized in advance by BetterLeap in writing in advance. If You use the equipment of facilities of BetterLeap or any Employer in connection with your performance hereunder, regardless of whether BetterLeap grants You permission to do so, You will be solely responsible for any injury or death suffered by any person (including Your Personnel) and any damage to any property (including BetterLeap’s property) arising from such use, regardless of whether such injury, death or damage is claimed to be based upon the condition of such equipment or facilities or upon BetterLeap’s negligence in permitting such use.
4.4 Recruiter Responsibilities. You, and not BetterLeap, are ultimately responsible for evaluating and determining the suitability of any Candidate for any Open Position (and particular Employer) and vice versa. Without limiting the foregoing, You are solely responsible for (a) verifying the accuracy and legality of any information you provide about Candidates, (b) performing Recruiter Services, and (c) all acts and omissions of your Personnel. While you are obligated to conduct searches for Your Engagements and perform the Recruiter Services to which You agree, and to notify BetterLeap if you are unable for any reason to complete a search for an Open Placement or perform any such services, BetterLeap does not dictate the performance, methods or processes You use to perform services. BetterLeap is not responsible for any Employers, Recruiter Services, referrals, or Candidates, and BetterLeap will not have any liability or obligations for any acts or omissions by Employers, Recruiters, Candidates, or potential candidates. You further hereby represent and warrant, on Your behalf and on behalf of Your Personnel, that (i) You have full right and power to enter into and perform this Agreement without the consent of any third party; (ii) You have an unqualified right to grant the assignments and licenses set forth herein; (iii) You will comply with all laws and regulations applicable to Your obligations under this Agreement; (iv) You will refrain from any unethical conduct, will maintain high standards of professionalism, and will comply with all laws, regulations, and ordinances applicable to Your performance of the Recruiter Services and Your other obligations under this Agreement, and You have obtained (or before performing the Recruiter Services will obtain) all governmental permits and licenses required for You to perform the Services and Your other obligations under the Agreement; and (v) should BetterLeap permit You to use any of BetterLeap’s equipment, or facilities during the term of this Agreement, such permission shall be gratuitous and You shall be responsible for any injury to any person (including death) or damage to property arising out of use of such equipment or facilities.
4.5 Additional Agreements. You represent and warrant that You will ensure that each of Your Personnel who will have access to any Confidential Information or perform any Recruiter Services has entered into a binding written agreement that protects BetterLeap’s rights and interests to at least the same degree as the terms set forth herein.
4.6 Personnel Selection. BetterLeap reserves the right to refuse or limit Your use of any Personnel or to require You to remove any Personnel already engaged in the performance of the services hereunder. BetterLeap’s exercise of such right will in no way limit Your obligations under this Agreement.
4.7 Other Business Activities. Nothing in this Agreement is intended to prohibit or discourage You from engaging in other business activities or providing any services through any other channels, provided You comply with the provisions set forth in this Agreement if applicable. Subject to the foregoing, You are free at all times to engage in such other business activities and services and are encouraged to do so.
4.8 Placement Guarantee. In the event a Candidate placed for an Engagement as a result of your Recruiting Services (a “Placed Candidate”) resigns or the applicable Employer determines that the Placed Candidate’s performance is unsatisfactory, in each case within 90 days after the Candidate’s start date, you agree that you will, at BetterLeap’s request, conduct an additional search to find a replacement Candidate for the same Open Position (a “Replacement Hire”) at no additional charge to BetterLeap or the applicable Employer. You acknowledge and agree that any changes in the salary or other compensation for the Replacement Hire may result in adjustments to the fees paid or payable to you for such Replacement Hire, which may include, without limitation, a refund by you to BetterLeap, or BetterLeap’s offsetting of such amounts from your next payment.
5. INTELLECTUAL PROPERTY.
5.1 BetterLeap. As between You and BetterLeap, BetterLeap and its suppliers own all rights, title and interest in and to the Platform and all information and materials provided by or on behalf of BetterLeap to You hereunder (including all information, data and materials provided by or on behalf of Employers), as well as all of BetterLeap’s trademarks, and all related graphics, logos, service marks and trade names (collectively, “BetterLeap IP”). BetterLeap reserves all rights in BetterLeap IP not expressly granted herein.
5.3 Work Product. Recruiter hereby irrevocably assigns to BetterLeap all right, title and interest worldwide in any work product that is solely or jointly conceived, made, reduced to practice, or learned by Recruiter in the course of any services performed for or on behalf of BetterLeap or with the use of materials of BetterLeap during the term of this Agreement (collectively, “Work Product”). If You have any right to the Work Product that cannot be assigned to BetterLeap by You, You unconditionally and irrevocably grants to BetterLeap during the term of such rights, an exclusive, even as to You, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. Work Product shall be BetterLeap’s Confidential Information.
5.4 Feedback. You hereby grant to BetterLeap a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable and transferable 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 BetterLeap’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 Services and/or BetterLeap’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 the Platform or any Recruiter Services or Open Positions (“Service Assessments”), and to sublicense the foregoing rights, in connection with the operation, maintenance, and improvement of BetterLeap’s business, provided that BetterLeap shall not share any Service Assessments with any third parties in a manner that identifies You by name.
6. SUBCONTRACTING. Recruiter will not subcontract or otherwise delegate any of Recruiter’s obligations under this Agreement without BetterLeap’s express prior written consent on a case-by-case basis. Upon receipt of such consent, before allowing any subcontractor to begin performing services, Recruiter will enter into a binding written agreement with such subcontractor that protects BetterLeap’s rights and interests to at least the same degree as this Agreement. Recruiter will be responsible for the direction and coordination of the services of each subcontractor. BetterLeap will have no obligation to pay any subcontractor.
7. RESTRICTIONS; ENFORCEMENT. You represent, warrant, and covenant that You will not, and shall not permit any Permitted User or third party, including without limitation any of your Personnel to (a) provide access to the Platform or BetterLeap Services to third parties except as expressly authorized by BetterLeap hereunder; (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 BetterLeap Services; (d) assign, sublicense, sell, resell, lease, rent, or otherwise transfer or convey, or pledge as security or otherwise encumber BetterLeap’s rights under this Section; (e) harvest, collect, gather or assemble information or data regarding BetterLeap’s customers or users without their consent; (f) use the Platform or Your provision of the Recruiter Services to solicit, advertise for, or contact in any form, any individuals or entities for any purpose not related to the Recruiter Services; (g) use the Platform Services or any information or data received through or in connection with Your provision of the Recruiter 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 BetterLeap; (vi) interferes with or attempts to interfere with the proper functioning of the Platform or BetterLeap Services or uses the Platform 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 BetterLeap Services; or (g) permits any third party to do any of the foregoing, directly or indirectly. BetterLeap reserves the right to refer any matter to, and to cooperate with, any and all applicable legal authorities, if BetterLeap believes that any criminal activity has occurred. BetterLeap is entitled, except to the extent prohibited by applicable law, to disclose any information or materials in BetterLeap’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 BetterLeap, its customers, users, or the public, and all enforcement or other government officials, as BetterLeap in its sole discretion believes to be necessary or appropriate.
8.1 Payment to BetterLeap. 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 BetterLeap website and/or otherwise agreed to between You and BetterLeap in writing (email acceptable). You may be required to provide BetterLeap 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 BetterLeap with your credit card number, you agree that BetterLeap is authorized to immediately invoice your Account for all fees and charges due and payable to BetterLeap hereunder and that no additional notice or consent is required. You agree to immediately notify BetterLeap of any change in your billing address or the credit card used for payment hereunder. BetterLeap reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Platform, the BetterLeap website or by e-mail delivery to you.
8.2 Candidate Referrals. Subject to the terms and conditions of this Agreement and the terms agreed upon between BetterLeap and You for the applicable Engagement, in the event Your Engagement directly results in a successful Placement, You will be entitled to a referral fee (the “Candidate Referral Fee”) to be paid by BetterLeap that is based on the amount that is (x) the Placement Fee paid to BetterLeap by the applicable Employer for the Placement less (y) our fees (the “BetterLeap Fees”), in each case, in accordance with the amounts and terms presented by BetterLeap to You for the Engagement.
8.3 Employer Referrals. Subject to the terms and conditions of this Agreement and the terms agreed upon between BetterLeap and You for the applicable Employer Referral, in the event an Employer Referral made by You and accepted by BetterLeap in accordance with the terms herein results in a successful Placement through qualified BetterLeap Services, You will be entitled to a referral fee (the “Employer Referral Fee”) to be paid by BetterLeap that is based on the amount that is (x) the Placement Fee paid by such Employers to BetterLeap for the applicable Placement less (y) the BetterLeap Fees, in each case, in the amounts and in accordance with the amounts and terms presented to You by BetterLeap for the Employer Referral. The Employer Referral Fees and the Candidate Referral Fees shall together be the “Referral Fees”.
8.4 Payment of Fees by BetterLeap. Where You are eligible for Referral Fees, subject to Your compliance with the terms and conditions of this Agreement, BetterLeap will pay You the Referral Fees that are due and payable to You in accordance with the terms agreed to between BetterLeap and You in writing (email acceptable). In the event that no such terms are expressly agreed to between BetterLeap and You in writing, the following terms shall apply: BetterLeap shall pay all Referral Fees due to You on the date that is the later of (i) forty-five (45) business days after the acceptance of the applicable job offer by the applicable Candidate, provided that the Candidate has started employment (either as an employee or an independent contractor) with the Employer at that date; or (ii) the date Candidate’s employment (either as an employee or an independent contractor) with the Employer starts. Payments due to You will be credited to the payment account specified in Your profile. All monies provided to You will be provided in U.S. dollars, unless otherwise agreed to between You and BetterLeap in writing (email acceptable). Notwithstanding the foregoing, You understand that BetterLeap will not make payment of the Referral Fees to You prior to receiving the applicable Placement Fee (or other payment) from the applicable Employer, and Your entitlement to the Referral Fee is conditioned upon BetterLeap’s receipt of such Placement Fee, as well as Your fulfillment of certain qualification criteria as set forth in writing between You and BetterLeap (such as the successful completion of the applicable guarantee period). You further understand that no Referral Fee will be due or payable to You if, for any reason, the applicable Candidate does not actually become an employee or independent contractor of Employer, whether or not an offer was made to and accepted by the Candidate in the first place.
8.5 Expenses. You are solely responsible for all costs incurred by You in connection with Your use of the Platform and provision of Recruiter Services, as well as in connection with Your determining, collecting, reporting and paying all applicable state and federal sales, income and other taxes. BetterLeap shall not be responsible for any expenses incurred by You in connection with any of your performance hereunder. If an Employer agrees to reimburse You for expenses incurred in connection with an Engagement, such reimbursement will be handled directly between Employer and You in accordance with the terms agreed to between you and such Employer.
8.6 Additional Payment Terms. BetterLeap may ask You to supply additional information relevant to Your Referral Fee to Stripe or such other payment processor that may be used by BetterLeap, including Your bank account information for ACH transfers, and Your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that You have the legal right to use all payment method(s) represented by any such Payment Information. Under certain circumstances, such as to comply with a valid court order, BetterLeap may attempt to reverse a Referral Amount payment to You. You authorize BetterLeap to initiate such reversals using the Payment Information You provide us and to charge Your payment method. Furthermore, BetterLeap reserves the right to seek reimbursement from You, and You will reimburse BetterLeap, if BetterLeap (a) suspect fraud or criminal activity associated Your payment, withdrawal, or assignment; (b) discover erroneous or duplicate transactions; or (c) receive any chargebacks from a payment method.
10.5 Automatic Renewal. If you have a subscription for any BetterLeap 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 BetterLeap’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 BetterLeap that your subscription will be automatically renewed, you will have thirty (30) days from the date of the BetterLeap 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 BetterLeap at [include phone number and/or email address] 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 BetterLeap to charge your payment provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if BetterLeap 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 BetterLeap 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).
9.1 Taxes. The amounts paid under this Agreement do not include any taxes or withholdings (“Taxes”) that may be due in connection with your provision of Recruiter Services or performance under this Agreement. If BetterLeap determines it has a legal obligation to collect Tax from You in connection with this Agreement, BetterLeap shall collect such Tax in addition to the amounts required under this Agreement. If any of the Recruiter Services, or payments made to You under the Agreement are subject to Tax in any jurisdiction, You will be responsible for the payment of such Tax and any related penalties or interest to the relevant tax authority and will indemnify BetterLeap Parties for any liability or expense incurred. Upon BetterLeap’s request, You will provide official receipts issued by the appropriate taxing authority, or such other evidence or documents reasonably requested. If required by BetterLeap, You will provide Form 1099-MISC for each applicable individual to BetterLeap; and BetterLeap (and not You) will report the Referral Fees or other amounts paid to such individuals by filing the applicable Form 1099-MISC’s with the Internal Revenue Service as required by law.
9.2 Recruiter Taxes. You acknowledge and agree that You are solely responsible (a) for all tax liability associated with payments received from and through BetterLeap, and that BetterLeap will not withhold any taxes from payments to You; (b) for obtaining any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that You and Your Personnel are not covered by or eligible for any insurance from BetterLeap; (c) for determining whether You are required by applicable law to issue any particular invoices for Referral Fees and for issuing any invoices so required; (d) for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of Referral Fees to You (or Your Personnel), and You agree to do so in a timely manner; and (e) if outside of the United States, for determining if BetterLeap is required by applicable law to withhold any amount of the Referral Fees and for notifying BetterLeap of any such requirement and indemnifying BetterLeap for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of BetterLeap, You agree to promptly cooperate with BetterLeap and provide copies of Your tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing You are engaging in an independent business as represented to BetterLeap.
10. RECORDS. You will create and maintain records to document satisfaction of obligations under this Agreement and provide copies of such records to BetterLeap upon request.
11. INDEPENDENT CONTRACTOR RELATIONSHIP.
11.1 Independent Contractor; Worker Classification. Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between BetterLeap and You or any of Your Personnel. You are not the agent of BetterLeap and are not authorized, and must not represent to any third party that You are authorized, to make any commitment or otherwise act on behalf of BetterLeap. Without limiting the generality of the foregoing:
(a) Benefits and Contributions. Neither You nor any of Your Personnel are entitled to or eligible for any benefits that BetterLeap may make available to its employees, such as group insurance, profit-sharing, or retirement benefits. Because You are an independent contractor, BetterLeap will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of You or any of Your Personnel.
(b) Taxes. You are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of fees to You under this Agreement, and You agree to do so in a timely manner. If applicable, BetterLeap will report the fees paid to You under this Agreement by filing Form 1099-MISC with the Internal Revenue Service as required by law.
(c) Employment Law Obligations. You further warrant that the Recruiter Services will be provided solely by You and Your Personnel. You agree to pay all necessary employment taxes required by law and to be solely responsible for the direction and control of each of Your Personnel, and the job duties and working conditions of each such service provider. You expressly acknowledge and agree that You shall have sole responsibility for all obligations and costs associated with compliance with all applicable federal, state and local laws and regulations governing employment. You also agree to report Your employees’ income and withhold all required taxes from such income, as may be required by law. In addition, You agree that You will provide for Workers’ Compensation, unemployment, and all other coverage required under applicable local, state or federal law or its contractual obligations with respect to anyone providing the Recruiter Services under this Agreement.
11.2 BETTERLEAP IS NOT A PARTY TO ANY RELATIONSHIP AMONG RECRUITERS, EMPLOYERS AND CANDIDATES, AND BETTERLEAP DISCLAIMS ANY AND ALL LIABILITY RELATING THERETO. ANY SUCCESSFUL HIRING OF A CANDIDATE BY AN EMPLOYER INVOLVES A DIRECT RELATIONSHIP BETWEEN THE CANDIDATE AND THE EMPLOYER.
12. CONFIDENTIAL INFORMATION. Recruiter agrees that during the term of this Agreement and thereafter, except as expressly authorized in writing by the BetterLeap, it (a) will not use or permit the use of Confidential Information (defined below) in any manner or for any purpose not expressly set forth in this Agreement; (b) will not disclose, lecture upon, publish, or permit others to disclose, lecture upon, or publish any such Confidential Information to any third party without first obtaining BetterLeap’s express written consent on a case-by-case basis; (c) will limit access to Confidential Information to Recruiter Personnel who need to know such information in connection with their work for BetterLeap; and (d) will not remove any tangible embodiment of any Confidential Information from BetterLeap’s premises without BetterLeap’s prior written consent. “Confidential Information” includes, but is not limited to, all information related to BetterLeap’s business and its actual or anticipated research and development, including without limitation (i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (ii) information regarding products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (iii) information regarding the skills and compensation of BetterLeap’s employees, contractors, and any other service providers of BetterLeap; (iv) the existence of any business discussions, negotiations, or agreements between BetterLeap and any third party; and (v) all such information related to any third party that is disclosed to BetterLeap or to Recruiter during the course of BetterLeap’s business (including without limitation by or on behalf of Employers) (“Third Party Information”). Notwithstanding the foregoing, it is understood that Recruiter is free to use information which is generally known in the trade or industry, information which is not gained as a result of a breach of this Agreement, and Recruiter’s own skill, knowledge, know-how, and experience.
13.1 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 Personnel to, provide any recruiting services to any Employer or Open Position You were introduced to through BetterLeap, the Platform, or the Recruiter Services (the “BetterLeap Relationship”) without BetterLeap’s prior written consent. For the avoidance of doubt, if You were not initially introduced to another party by BetterLeap, e.g. if You and an Employer worked together before being introduced or matched through the Services, then the Non-Circumvention Period does not apply with respect to You and such Employer other than for the specific Open Position(s) posted on the Platform (i.e. You cannot transact with an Employer outside of the Platform and without BetterLeap for any Open Position that is listed on the Platform or otherwise identified by or through BetterLeap). Without limiting the generality of the foregoing, You agree not to (a) solicit or submit proposals to parties identified through the Platform or BetterLeap to contract, hire, work with, or pay outside the Recruiter Services, Platform, or BetterLeap; (b) accept proposals or solicit parties identified through the Platform or BetterLeap to contract, invoice, or receive payment outside the Recruiter Services or BetterLeap; or (c) refer any party identified on the Platform or through BetterLeap to a third-party for any purpose related to or competitive with the BetterLeap Services. You shall notify BetterLeap immediately upon becoming aware of a breach or potential breach of this non-circumvention provision. If You provide Recruiter 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.
13.2 Connection Fee. The non-circumvention obligation in this Section 13 will not apply to You with respect to a BetterLeap Relationship only if the applicable Employer or You pays BetterLeap a fee for such relationship (the “Connection Fee”), including if You want to commence or continue working with any other Employer who is an BetterLeap 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.
14.1 Term. The Agreement commences on the date You accept the terms and remain in full force and effect until terminated by either party in accordance with this Agreement.
14.2 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 BetterLeap’s other rights or remedies, BetterLeap may, but is not obligated to, temporarily or indefinitely revoke access to the Platform or Your Account, or Your ability to provide Recruiter Services, if BetterLeap suspects or becomes aware that You have provided false or misleading information to us or if BetterLeap believes, in BetterLeap’s sole discretion, that Your actions may cause legal liability for BetterLeap or may involve illicit or illegal activity. If Your Account is temporarily or permanently closed, You may not use the Platform, register to provide services to or on behalf of BetterLeap, whether under the same Account or a different Account, or reregister under a new Account, without BetterLeap’s prior written consent.
14.3 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.
14.4 Effect of Termination. Upon any termination or expiration of this Agreement, and for a period of six (6) months thereafter (such period, the “Wind Down Period”), You agree You shall continue providing all Recruiter Services for Engagements commenced during the term of the Agreement until each such Engagement concludes, but no longer than the end of the Wind Down Period. You agree (a) You will continue to be bound by this Agreement until the end of the Wind Down Period or as otherwise expressly set forth herein; and (b) You will continue to perform the Recruiter Services necessary to complete any in-progress Engagement until the end of the Wind Down Period. Provided that this Agreement is not terminated for Your failure to comply with this Agreement, BetterLeap will pay You all outstanding Referral Fees payable in connection with Placements successfully completed prior to the end of the Wind Down Period. Any provisions that by their nature would be expected to survive any termination or expiration of this Agreement will survive such termination or expiration.
14.5 Notification. If BetterLeap decides to suspend or terminate this Agreement and Your provision of services hereunder, BetterLeap has the right, where allowed by law, but not the obligation to (a) notify Employers with whom there are open Engagements to inform them of Your termination or suspension, and (b) provide those Employers with a summary of the reasons for Your termination or suspension. You agree that BetterLeap will have no liability arising from or relating to any notice that it may provide in accordance with this Section 14.5.
14.6 Return of BetterLeap Property. Upon termination of the Agreement or upon BetterLeap’s request at any other time, You will deliver to BetterLeap all of BetterLeap’s property, equipment, and documents, together with all copies thereof, and any other material containing or disclosing any Work Product or Confidential Information of BetterLeap and certify to BetterLeap in writing that You have fully complied with this obligation You further agrees that any property situated on BetterLeap’s premises and owned by BetterLeap is subject to inspection by BetterLeap personnel at any time with or without notice.
15. INDEMNIFICATION. You agree to defend, indemnify and hold BetterLeap, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “BetterLeap Party” and collectively, the “BetterLeap 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 or Your Personnel’s provision of Recruiter Services; (c) any agreements or arrangements agreed to between You and any Employer; (d) Your violation of the Agreement or of any rights of another party; (e) Your violation of any applicable laws, rules or regulations; or (f) Your employment or engagement of, or any other matter related to, Your Personnel. BetterLeap 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 BetterLeap in asserting any available defenses. For purposes of this Section 15, You includes any of Your agents or any person who has apparent authority to access or use Your Account.
16. DISCLAIMER OF WARRANTIES.
16.1 As Is. YOUR PROVISION OF THE RECRUITER SERVICES AND PARTICIPATION IN ANY TRANSACTIONS OR ARRANGEMENTS MADE IN CONNECTION THEREWITH ARE AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. BETTERLEAP 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 BETTERLEAP PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT THE RECRUITER SERVICES OR ANY TRANSACTIONS MADE IN CONNECTION THEREWITH WILL MEET YOUR REQUIREMENTS.
16.2 Third Parties. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH EMPLOYERS OR CANDIDATES, PARTICULARLY IF YOU MEET ANY EMPLOYER OR CANDIDATE OFFLINE OR IN PERSON. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH EMPLOYERS AND CANDIDATES IN CONNECTION WITH THE RECRUITER SERVICES OR OTHERWISE. YOU UNDERSTAND THAT BETTERLEAP 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 SERVICES AND DISCLOSING PERSONAL INFORMATION, INCLUDING THE PERSONAL INFORMATION OF CANDIDATES TO ANY EMPLOYERS. YOUR PERFORMANCE OF RECRUITER SERVICES ARE AT YOUR SOLE RISK AND DISCRETION AND BETTERLEAP HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU OR ANY THIRD PARTY RELATING THERETO. YOU ACKNOWLEDGE AND AGREE THAT BETTERLEAP PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD BETTERLEAP 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 WHOM YOU ENCOUNTER IN CONNECTION WITH YOUR PROVISION OF THE RECRUITER SERVICES. NEITHER BETTERLEAP NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT OF ANY RECRUITER, EMPLOYER, OR CANDIDATE. BETTERLEAP DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY RECRUITER’S, EMPLOYER’S OR CANDIDATE’S PROFESSIONAL ACCREDITATION, REGISTRATION, OR LICENSE. YOU ACKNOWLEDGE AND AGREE THAT BETTERLEAP DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE QUALIFICATIONS OF ANY EMPLOYER, RECRUITER, OR CANDIDATE. IN ADDITION, WE DO NOT GUARANTEE THAT BY USING THE SERVICES, YOU WILL SUCCESSFULLY REFER OR HIRE ANY CANDIDATE OR EMPLOYER, AND THAT ANY CANDIDATE REFERRED BY YOU WILL BE SUCCESSFULLY HIRED BY AN EMPLOYER.
17. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PROVIDED BY LAW, EXCEPT FOR BREACHES OF CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER RECRUITER OR ANY OF THE BETTERLEAP 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 SERVICES, IN EACH CASE WHETHER OR NOT BETTERLEAP 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 PARTIES, ON ANY THEORY OF LIABILITY OR (b) TOTAL, CUMULTIVE LIABILITY GREATER THAN THE SUM OF THE TOTAL AMOUNT PAID AND PAYABLE TO BETTERLEAP BY YOU DURING THE TWELVE-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 BETTERLEAP AND YOU.
18. RELEASE. BetterLeap expressly disclaims any liability that may arise between parties involved in the provision or receipt of the Recruiter Services and their employees, agents, or other related parties. You release BetterLeap, its parents, subsidiaries, affiliates, officers, employees, investors, agents, partners and licensors (collectively, the “BetterLeap 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.”
19. GENERAL PROVISIONS.
19.1. 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 Delaware, 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 San Francisco, California, 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.
19.2 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.
19.3 No Assignment. This Agreement, and Your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by You without BetterLeap’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.
19.4 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.
19.5 Injunctive Relief. You acknowledge that, because its services are personal and unique and because You will have access to Confidential Information of BetterLeap, any breach of this Agreement by You would cause irreparable injury to BetterLeap for which monetary damages would not be an adequate remedy and, therefore, will entitle BetterLeap 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.
19.6 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.
19.7 Export. You agree not to export, directly or indirectly, any U.S. technical data acquired from BetterLeap 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.
19.8 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.
19.9 Time is of the Essence. Time is of the essence in the performance of the Services and Your other obligations under this Agreement.
19.10 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 BetterLeap. The terms of this Agreement will govern all SOWs and services undertaken by You for BetterLeap. In the event of any conflict between this Agreement and a SOW, the terms of the SOW shall govern, but only with respect to the services set forth therein.