Terms of Service

These Terms of Service (the “Terms”) constitute a legally binding agreement between Raz Staffing LLC, doing business as Talent Hackers (“Talent Hackers,” “Company,” “we,” “us,” or “our”) and each individual or entity that accesses our website, purchases or uses our services, or otherwise engages Talent Hackers (“you,” “your,” “User,” or, where applicable, “Client”).

Talent Hackers provides access to its website located at www.trytalenthackers.com (the “Site”) and provides recruiting, staffing, talent placement, workforce support, and related services (collectively, the “Services”).

By accessing or using the Site, purchasing or using the Services, submitting payment, accepting a proposal, service agreement, order form, or other written agreement referencing these Terms, or otherwise engaging Talent Hackers, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are entering into these Terms on behalf of a business or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms. In that event, “you” and “Client” refer to that entity.

If you do not agree to these Terms, you must not access or use the Site or Services.

1. Additional Agreements

Certain Services may be subject to additional written agreements, proposals, statements of work, order forms, invoices, service agreements, or other terms agreed to between Talent Hackers and Client (collectively, “Service Agreements”).

These Terms are incorporated into any applicable Service Agreement unless expressly stated otherwise.

If there is a direct conflict between these Terms and an executed Service Agreement, the applicable Service Agreement will control with respect to that conflict.

2. Updates to These Terms

Talent Hackers reserves the right to modify these Terms from time to time.

You are responsible for periodically reviewing the Site and these Terms for changes.

For modifications that do not materially affect your rights or obligations, the revised Terms will become effective when posted.

Your continued use of the Site or Services after the applicable effective date constitutes acceptance of the revised Terms.

Except where otherwise required by applicable law, any dispute between you and Talent Hackers will be governed by the version of these Terms in effect at the time the events giving rise to the dispute occurred.

3. Overview of Services

Talent Hackers provides Clients with access to recruited and matched professionals who may provide services to Client (each, a “Talent Hacker” or “Hacker”).

Talent Hackers has established these Terms to promote a consistent and high-quality experience for Clients and Talent Hackers personnel.

A violation of these Terms may result in suspension or termination of Services.

Services, tasks, assignments, accounts, and rights provided through Talent Hackers are personal to the applicable Client and may not be sold, assigned, transferred, sublicensed, or otherwise made available to another person or entity except with Talent Hackers’ prior written consent.

Each applicable plan may be subject to a weekly hour limitation based upon the plan selected by Client.

Unless otherwise agreed in writing, unused hours do not roll over or carry forward into subsequent weeks.

4. Subscription Pricing

Talent Hackers may establish subscription fees and other charges for its Services as set forth in the applicable Service Agreement, proposal, order form, invoice, or other written communication with Client.

Talent Hackers reserves the right to change monthly subscription pricing following the expiration of any contracted pricing period by providing Client with at least thirty (30) days’ written notice.

Additional fees may apply to custom solutions, additional services, or work outside Talent Hackers’ standard service offerings.

No pricing modification will retroactively alter amounts already due and payable.

5. Payment Policy

Client agrees to pay all fees and charges applicable to the Services in accordance with the applicable Service Agreement, invoice, payment schedule, or other written agreement.

If Client’s payment method is declined, rejected, reversed, or otherwise unsuccessful, Client will have forty-eight (48) hours to resolve the payment issue.

Failure to resolve an outstanding payment issue within that period may result in suspension or termination of Services until all amounts due have been paid.

Client may not enter into any agreement or payment arrangement with a Talent Hacker that circumvents Talent Hackers or requires payments to be made outside of Talent Hackers without Talent Hackers’ prior written consent.

Any unauthorized direct payment arrangement or other attempt to circumvent Talent Hackers constitutes a material breach of these Terms and may result in immediate suspension or termination of Services without refund, subject to applicable law.

Client remains responsible for all fees and amounts accrued or incurred prior to the effective date of suspension or termination.

6. Term; Initial Commitment; Cancellation

Unless otherwise expressly agreed in writing, Talent Hackers plans are provided on a monthly basis.

The Client’s service term begins on the date the applicable Talent Hacker begins the first day of his or her role with Client (the “Start Date”).

Each plan is subject to an initial commitment period of ninety (90) days beginning on the Start Date (the “Initial Commitment Period”).

Following completion of the Initial Commitment Period, the plan will automatically continue on a month-to-month basis unless and until terminated in accordance with these Terms.

After the Initial Commitment Period, Client may cancel the applicable plan by providing Talent Hackers with at least thirty (30) days’ written notice of cancellation.

Unless otherwise agreed in writing, billing occurs on the first day of each month for Services to be provided during that month. Fees may be prorated to account for the applicable Talent Hacker’s Start Date.

A cancellation request does not relieve Client of payment obligations arising before the effective cancellation date.

7. Talent Hacker Replacement

If Client’s business needs change or Client believes the applicable Talent Hacker is not meeting Client’s expectations, Client may request a replacement Talent Hacker at no additional placement or replacement charge.

Talent Hackers will use commercially reasonable efforts to facilitate an appropriate replacement.

Replacement timing, candidate availability, candidate qualifications, role requirements, and Talent Hackers’ ability to provide a replacement are subject to Talent Hackers’ assessment and discretion on a case-by-case basis.

Nothing in this section guarantees that a replacement meeting every requested qualification will be available within a particular period.

8. Termination by Talent Hackers

Talent Hackers reserves the right to terminate or discontinue Services at any time and for any lawful reason.

If Talent Hackers terminates prepaid Services other than because of Client’s breach of these Terms, misconduct, nonpayment, circumvention, or other violation of an applicable agreement, any refund owed for an unused prepaid period will be calculated on a prorated basis using the applicable agreed-upon monthly rate.

Termination does not affect any rights or obligations that accrued prior to the effective date of termination.

9. Client Responsibilities

Client is responsible for providing its Talent Hacker with the information, access, instructions, systems, materials, permissions, and cooperation reasonably necessary to perform assigned work.

Client is responsible for the business decisions it makes based upon work performed by a Talent Hacker and for reviewing work product before relying upon, publishing, implementing, transmitting, or otherwise using it.

Client agrees not to instruct a Talent Hacker to engage in unlawful conduct or conduct that would violate the rights of any third party.

Client is solely responsible for ensuring that its use of the Services and any work performed at Client’s direction complies with laws and regulations applicable to Client’s business.

10. Ownership of Work Product

As between Talent Hackers and Client, all deliverables, documents, reports, research, designs, materials, files, and other work product specifically created by a Talent Hacker for Client in connection with Client’s Services (collectively, “Work Product”) will be owned by Client upon payment of all applicable amounts due for the Services relating to that Work Product.

To the extent any rights in such Work Product are held by Talent Hackers and are legally transferable, Talent Hackers assigns those rights to Client upon full payment of the applicable fees.

Client retains all ownership rights in Client’s preexisting intellectual property, confidential information, materials, trademarks, data, systems, and other property made available to Talent Hackers or a Talent Hacker.

Nothing in these Terms transfers ownership of Talent Hackers’ preexisting intellectual property, processes, methods, know-how, trademarks, branding, templates, systems, software, or other materials that were not specifically created as Work Product for Client.

11. Confidentiality

For purposes of these Terms, “Confidential Information” means non-public information disclosed by or on behalf of Client to Talent Hackers or a Talent Hacker that a reasonable person would understand to be confidential given the nature of the information or circumstances of disclosure.

Confidential Information may include, without limitation, business information, financial information, customer information, credentials, internal documents, strategies, processes, billing information, intellectual property, and other proprietary information.

Talent Hackers will use commercially reasonable measures to protect Client’s Confidential Information and will use such Confidential Information only as reasonably necessary to provide the Services or otherwise perform Talent Hackers’ obligations.

Client retains ownership of its Confidential Information and is responsible for determining what information should be made available to a Talent Hacker and for implementing security measures appropriate to Client’s business and systems.

Confidential Information does not include information that:

is or becomes publicly available through no breach of these Terms;
was lawfully known to the receiving party without confidentiality restrictions before disclosure;
is lawfully received from a third party without a duty of confidentiality; or
is independently developed without use of the disclosing party’s Confidential Information.

Talent Hackers may disclose Confidential Information where required by law, subpoena, court order, or governmental authority, subject to any legally permitted notice to Client.

12. No Guarantee or Warranty Regarding Work Product

Talent Hackers endeavors to recruit, match, and support qualified Talent Hackers and to provide Clients with high-quality Services.

However, Talent Hackers does not guarantee the quality, completeness, accuracy, suitability, effectiveness, or results of any particular Work Product or services performed by a Talent Hacker.

Client acknowledges that human error may occur and that Client is responsible for reviewing and approving Work Product before relying upon or implementing it.

To the fullest extent permitted by applicable law, Talent Hackers will not be liable solely because Work Product contains an error, omission, inaccuracy, or other defect.

13. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT SIGNED BY TALENT HACKERS, THE SITE, SERVICES, TALENT HACKERS, AND WORK PRODUCT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TALENT HACKERS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

TALENT HACKERS DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR EVERY PARTICULAR BUSINESS PURPOSE.

Nothing in this section excludes any warranty or right that cannot lawfully be excluded.

14. Non-Solicitation and Non-Circumvention of Talent Hackers

Client acknowledges that Talent Hackers invests substantial time, resources, expertise, and expense in identifying, recruiting, screening, evaluating, engaging, supporting, and matching Talent Hackers with Clients.

Client further acknowledges that Talent Hackers has a legitimate business interest in protecting those investments and its relationships with Talent Hackers.

Accordingly, during Client’s relationship with Talent Hackers and for twenty-four (24) months following termination or expiration of that relationship, regardless of the reason for termination or expiration, Client will not, without Talent Hackers’ prior written consent, directly or indirectly solicit, recruit, hire, employ, retain, contract with, engage, or otherwise establish a direct or indirect working relationship outside of Talent Hackers with any Talent Hacker who:

is assigned to Client at the time Client’s relationship with Talent Hackers ends; or
was assigned to Client at any time during the six (6) months immediately preceding the termination or expiration of Client’s relationship with Talent Hackers.

Client will not accomplish indirectly through an affiliate, owner, officer, employee, contractor, intermediary, related business, or other third party anything that Client is prohibited from doing directly under this section.

Client further agrees not to circumvent Talent Hackers by soliciting or engaging referrals, friends, family members, or acquaintances of a Talent Hacker for the purpose of obtaining talent through or because of Client’s relationship with the Talent Hacker while avoiding Talent Hackers’ fees or involvement.

Talent Hackers may provide written consent to a direct engagement in its sole discretion and may condition such consent upon payment of an agreed buyout, conversion, placement, or other fee.

15. Liquidated Damages for Unauthorized Solicitation or Engagement

Client acknowledges and agrees that an unauthorized solicitation, hiring, engagement, or circumvention prohibited by Section 14 would cause Talent Hackers substantial harm, including lost revenue and loss of the value of its recruiting, sourcing, screening, matching, training, relationship-building, and talent-development investments.

Client further acknowledges that the precise amount of damages arising from such a breach may be difficult to determine at the time these Terms are accepted.

Accordingly, if Client’s prohibited solicitation or circumvention results in a Talent Hacker leaving Talent Hackers, ceasing to provide services through Talent Hackers, or directly or indirectly providing services to Client or a related party outside of Talent Hackers without Talent Hackers’ prior written consent, Client agrees to pay Talent Hackers liquidated damages equal to a one-time fee of twenty-four (24) times the monthly Talent Hackers subscription fee applicable to that Talent Hacker at the time the Talent Hacker was last assigned to Client.

The parties intend this amount to constitute agreed liquidated damages designed to reasonably compensate Talent Hackers for anticipated losses and not a penalty.

Payment of liquidated damages does not excuse Client from amounts otherwise due and payable to Talent Hackers before the breach.

16. Relationship of the Parties

Talent Hackers and Client are independent contracting parties.

Nothing in these Terms creates a partnership, joint venture, fiduciary relationship, franchise, agency relationship, or other similar relationship between Talent Hackers and Client.

Except where expressly agreed in writing, neither party has authority to bind the other party or incur obligations on the other party’s behalf.

Nothing in these Terms grants Client any ownership interest in Talent Hackers or its business.

17. Site Use

Client and other Users may use the Site only for lawful purposes.

Users may not:

interfere with or disrupt the operation or security of the Site;
attempt to gain unauthorized access to the Site or associated systems;
use automated systems to scrape, copy, or extract Site content in a manner that materially interferes with the Site;
impersonate another person or entity;
use the Site for fraudulent or unlawful purposes; or
violate the intellectual property, privacy, or other rights of Talent Hackers or any third party.

Talent Hackers may restrict or terminate access to the Site for violations of these Terms.

18. Talent Hackers Intellectual Property

Except for Client-owned Work Product and Client materials, the Site and its contents, including Talent Hackers’ trademarks, logos, branding, website materials, text, graphics, processes, methodologies, systems, software, and other intellectual property, are owned by or licensed to Talent Hackers and are protected by applicable intellectual property laws.

No ownership rights in Talent Hackers intellectual property are transferred to Client by virtue of these Terms.

19. Third-Party Services

The Services may involve or interact with third-party software, platforms, websites, communications services, payment processors, or other third-party products.

Talent Hackers does not control third-party products or services and is not responsible for outages, changes, acts, omissions, terms, security practices, or performance of third-party providers.

Client’s use of third-party services may be subject to separate terms imposed by those providers.

20. Force Majeure

Talent Hackers will not be liable for delays or failures in performance caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, flood, war, terrorism, civil unrest, governmental action, labor disruptions, widespread internet or telecommunications outages, utility failures, epidemics, pandemics, failures of third-party platforms, or other events beyond Talent Hackers’ reasonable control.

This section does not excuse Client’s obligation to pay amounts already earned or due for Services already provided.

21. Notices

Any notice required from Client under these Terms, including a notice of cancellation, must be provided in writing.

Unless an applicable Service Agreement specifies another method, notices to Talent Hackers may be sent to:

raz@trytalenthackers.com

A notice will be considered received when actually received by Talent Hackers.

Talent Hackers may provide notices to Client using the email address, billing contact, account contact, or other contact information provided by Client.

Client is responsible for maintaining accurate and current contact information.

22. Assignment

Client may not assign, transfer, delegate, or otherwise dispose of these Terms or Client’s rights or obligations under them without Talent Hackers’ prior written consent.

Talent Hackers may assign or transfer these Terms in connection with a merger, acquisition, corporate reorganization, sale of substantially all assets, change of control, or transfer of the applicable business or operations.

Subject to the foregoing, these Terms will bind and benefit the parties and their respective permitted successors and assigns.

23. No Waiver

A party’s failure or delay in exercising any right, remedy, power, or privilege under these Terms does not operate as a waiver of that right, remedy, power, or privilege.

A waiver is effective only if made expressly in writing by the party granting the waiver.

A waiver of one breach does not constitute a waiver of any subsequent breach.

24. Severability

If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law and, where permissible, modified only to the minimum extent necessary to make it enforceable.

The invalidity or unenforceability of one provision will not affect the validity or enforceability of the remaining provisions.

25. Entire Agreement

These Terms, together with any applicable Service Agreement, proposal, order form, statement of work, or other written agreement incorporated into these Terms, constitute the entire agreement between Talent Hackers and Client concerning the subject matter addressed herein and supersede prior or contemporaneous oral or written communications concerning that subject matter.

No oral statement, representation, or promise will modify these Terms unless incorporated into a written agreement authorized by Talent Hackers.

26. Governing Law

These Terms and any dispute, claim, cause of action, or controversy arising out of or relating to these Terms, the Site, the Services, any Talent Hacker, any Work Product, or the relationship between Client and Talent Hackers will be governed by and construed in accordance with the laws of the State of New Jersey, without regard to New Jersey’s conflict-of-laws rules or principles that would require application of another jurisdiction’s laws.

27. Exclusive Jurisdiction and Venue

To the fullest extent permitted by applicable law, Talent Hackers and Client agree that any lawsuit, action, or judicial proceeding arising out of or relating to these Terms, the Site, the Services, any Talent Hacker, any Work Product, or the relationship between the parties will be brought exclusively in:

the state courts of competent jurisdiction located in the State of New Jersey; or
where federal subject-matter jurisdiction exists, the United States District Court for the District of New Jersey.

Each party knowingly and irrevocably submits to the personal jurisdiction of those courts and waives, to the fullest extent permitted by law, any objection based upon lack of personal jurisdiction, improper venue, or inconvenient forum.

Nothing in this section prevents Talent Hackers from seeking temporary, preliminary, or other emergency equitable relief from a court of competent jurisdiction where necessary to protect confidential information, intellectual property, or other rights pending resolution of a dispute.

28. Equitable Relief

Client acknowledges that certain breaches of these Terms, including unauthorized use or disclosure of confidential information, infringement of intellectual property rights, or prohibited circumvention or solicitation, may cause harm for which monetary damages alone may be an inadequate remedy.

Accordingly, to the extent permitted by applicable law, Talent Hackers may seek temporary, preliminary, or permanent injunctive or other equitable relief in addition to any other remedies available at law or in equity.

29. Electronic Communications and Acceptance

Client agrees that communications, agreements, notices, disclosures, invoices, and other documents relating to the Services may be provided electronically.

To the extent permitted by applicable law, Client’s electronic acceptance of these Terms, acceptance of a proposal or Service Agreement, payment for Services, or continued use of Services may constitute evidence of Client’s agreement to be bound by the applicable terms.

30. Headings and Interpretation

Section headings are included for convenience only and do not affect interpretation of these Terms.

Words such as “including” and “include” mean “including without limitation.”

References to the singular include the plural where appropriate and vice versa.

These Terms will not be construed against either party merely because that party drafted or proposed the Terms.

31. Survival

Any provisions that by their nature are intended to survive termination or expiration of the parties’ relationship will survive, including provisions concerning payment obligations, ownership, confidentiality, non-solicitation, non-circumvention, liquidated damages, disclaimers, governing law, jurisdiction, and remedies.

32. Contact Information

Questions or notices concerning these Terms may be directed to:

Raz Staffing LLC d/b/a Talent Hackers
Email: raz@trytalenthackers.com
Website: www.trytalenthackers.com