Terms and Conditions

2.Services Provided

The Company provides a subscription-based software-as-a-service (SaaS) platform that facilitates connections between talent (including both domestic and international human resources) and enterprise customers. The Company reserves the right, in its sole discretion, to update, enhance, modify, suspend, or discontinue any aspect of the Services at any time. Such changes shall not materially diminish the core functionality of any paid subscription during its term, except upon reasonable notice.

3.Eligibility and User Responsibilities

• You must be at least eighteen (18) years of age to access or use the Services.
• You must provide accurate, complete, and current information when creating an account.
• You are solely responsible for maintaining the confidentiality of your login credentials and for all activities conducted under your account.
• You shall promptly notify the Company of any unauthorized use of your account or security breach.

You further agree that you shall not:

1. Engage in unlawful, fraudulent, or deceptive activity;
2. Attempt to access, reverse engineer, copy, or disrupt any part of the Services;
3. Use the Services in a manner that infringes or misappropriates any third-party rights, including intellectual property, privacy, or contractual rights.

4.Subscription, Billing, and Payment Terms

• All subscription fees shall be paid in advance at the beginning of each billing cycle.
• All amounts are exclusive of applicable taxes, levies, or duties, which remain your sole responsibility.
• The Company reserves the right to modify its pricing upon not less than thirty (30) days' prior written notice. Your continued use of the Services after such notice shall constitute acceptance of the new rates.
• Failure to remit payment when due may result in suspension or termination of Services, without prejudice to any other remedies available at law or in equity.

5.Refund and Cancellation Policy

• All sales are final. Payments are non-refundable, except as required by applicable law or expressly provided in a written promotional guarantee.
• Cancellations shall take effect at the conclusion of the current billing cycle; no prorated refunds will be issued.
• The Company reserves the right to suspend or terminate your account, without refund, in the event of misuse, breach of this Agreement, or suspected fraudulent activity.

6.Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. HIRENEWTALENT LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM DEFECTS, VIRUSES, OR OTHER HARMFUL COMPONENTS.

7.Indemnification

You hereby agree to indemnify, defend, and hold harmless HireNewTalent LLC, its affiliates, officers, directors, members, managers, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) your breach of this Agreement; (ii) your misuse or unauthorized use of the Services; or (iii) your violation of applicable law or third-party rights.

8.Intellectual Property Rights

All rights, title, and interest in and to the Services, including without limitation all software, code, design, features, graphics, trademarks, and content, are and shall remain the exclusive property of the Company or its licensors. You are granted only a limited, revocable, non-transferable license to use the Services for your internal business purposes. Any unauthorized use, reproduction, or distribution is strictly prohibited.

9.Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HIRENEWTALENT LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO THE COMPANY FOR THE SERVICES DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

10.Termination

The Company may suspend or terminate your account immediately, with or without notice, if:

1. You breach any provision of this Agreement;
2. Required by applicable law or governmental order; or
3. Payment obligations remain outstanding.

Upon termination, all rights granted herein shall cease immediately.

11.Privacy

Your use of the Services is subject to our Privacy Policy, incorporated herein by reference.

12.Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-law principles. Any disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California. The parties agree to attempt good-faith informal resolution prior to initiating any formal legal proceedings.

13.Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.Amendments

The Company reserves the right to amend or modify this Agreement at any time. Material changes shall be communicated to you via email or platform notification. Your continued use of the Services after such notice shall constitute acceptance of the revised Agreement.

15.Independent Contractor Classification

All virtual assistants ("VAs") engaged through the platform are independent contractors and not employees, agents, or representatives of the Company. The Company does not direct, control, or supervise the work of VAs and shall bear no responsibility for their acts, omissions, or work product. Clients and VAs are solely responsible for compliance with applicable labor, tax, and immigration laws.

16.Client & VA Responsibilities

• The Company does not verify the identity, credentials, or background of clients or VAs, unless expressly stated. All parties assume their own risk.
• Users shall not solicit or accept engagements outside of the platform, nor engage in discriminatory, harassing, or otherwise unlawful conduct.
• Communications regarding engagements must be conducted through the platform's messaging tools for recordkeeping and dispute resolution.

17.Payment & Escrow Handling

• Where applicable, funds may be held in escrow until the agreed deliverables are completed, at which time they will be released in accordance with project terms.
• Currency conversions, exchange rates, and related fees are the responsibility of the client.
• Fraudulent chargebacks or abusive disputes may result in account suspension or legal action.

18.Ownership of Deliverables

Unless otherwise agreed in writing, all intellectual property rights in deliverables produced by VAs shall vest in the client only upon full payment for such deliverables.

19.Platform Liability Shield

The Company does not guarantee the availability of specific VAs, nor does it warrant the quality, timeliness, or legality of services rendered by VAs. Disputes between clients and VAs shall be resolved solely between those parties, unless the Company expressly agrees to mediate.

20.International Data Privacy

The Company complies with applicable international data privacy laws, including the EU General Data Protection Regulation ("GDPR") and the UK GDPR. Enterprise clients may request a Data Processing Addendum to address specific compliance requirements.

21.Arbitration and Class Action Waiver

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration under the rules of the American Arbitration Association, seated in San Francisco, California. You waive the right to participate in any class, collective, or representative proceeding.

22.Non-Circumvention

Clients and VAs agree not to circumvent the platform by engaging in direct arrangements with one another outside of the platform for a period of twelve (12) months following the cessation of an engagement through HireNewTalent LLC or following the initial introduction through the platform, whichever comes later.

23.Export Control Compliance

You agree to comply with all applicable U.S. export control and sanctions laws, including those administered by the Office of Foreign Assets Control (OFAC), and represent that you are not subject to any trade restrictions.