HireGlobal Workforce Member Access Terms and Conditions
Date of Last Revision: April 15 2024
1. Acceptance and Legally Binding Effect of the Workforce Member Access Terms and Conditions (“WMATC”)
HireGlobal Holdings LLC (“HireGlobal” or “we” or “us”) provides the HireGlobal Properties (defined below) to you (“you” or “Workforce Member”) subject to this WMATC. BY ACCEPTING THIS WMATC OR BY ACCESSING OR USING ANY PORTION OF THE HIREGLOBAL PROPERTIES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS WMATC. YOU FURTHER ACKNOWLEDGE THAT THIS WMATC FORMS A CONTRACT BETWEEN YOU AND HIREGLOBAL, EVEN IF IT IS ELECTRONIC AND IS NOT PHYSICALLY SIGNED BY YOU AND HIREGLOBAL. If you do not agree with this WMATC, you must not accept it and you may not access or use any portion of the HireGlobal Properties.
2. WMATC Updates
HireGlobal reserves the right, at its sole discretion, to change or modify portions of the WMATC at any time. HireGlobal will post any changes to the WMATC on the Site (defined below) and will indicate at the top of the WMATC page the date these terms were last revised. It is your responsibility to check the WMATC periodically for changes. Your continued use of any of the HireGlobal Properties after the date any such changes become effective constitutes your acceptance of the new or revised WMATC.
3. Description of the HireGlobal Product and Service.
HireGlobal itself or through one of its affiliates provides certain global payroll/payment, workforce engagement, and/or human resources information system (“HRIS”) services (the “HireGlobal Service”) to clients’ Workforce Members subject to this WMATC and the Workforce Member Agreement (“Workforce Member Agreement”). More specifically, the HireGlobal Service allows you to be engaged by a HireGlobal client (“Client”). HireGlobal will provide the HireGlobal Service using the Product (defined below), including the collection from you of necessary information to provide the HireGlobal Service. This WMATC will govern your use of the Product. The “Product” includes: (a) HireGlobal’s web site located at HireGlobal (toptal.com), the Workforce Member portal, and any HireGlobal Service page(s) accessible from the Workforce Member portal (collectively the “Site”) and (b) all software, data, reports, text, images, sounds, video, and content on the Site (other than data you provide about yourself) (collectively, the “Content”). If HireGlobal adds to or augments features of the HireGlobal Product, such additions and augmentations are also subject to this WMATC. The HireGlobal Service involves your use of the features, functions, and Content of the Product that enable you to be engaged, onboarded, receive benefits and/or paid by a HireGlobal Client and, if applicable, have access to certain of your HRIS services (the “Product Purpose”). The HireGlobal Product and HireGlobal’s Proprietary Information (defined below) are individually and together referred to in this WMATC as “HireGlobal Properties.”
4. Restrictions on Your Use of HireGlobal Proprietary Information; Confidentiality.
All business, technical or financial information disclosed by HireGlobal via the HireGlobal Properties, including without limitation, the Product and non-public information about how HireGlobal provides the HireGlobal Service to Clients and Workforce Members is the “Proprietary Information” of HireGlobal. You will hold in confidence and not disclose to others any Proprietary Information. You will also not use Proprietary Information for any purposes other than the Product Purpose. However, you will not be obligated under this Section 4 with respect to information that you can document is or becomes readily publicly available without restriction and through no fault of you (e.g., information that HireGlobal makes generally available to the public on the Site without requiring acceptance of this WMATC or a similar obligation of confidentiality). You may make disclosures of Proprietary Information required by law or court order provided that you give HireGlobal advance written notice. When you have completed your use of the Product, you will destroy all items and copies containing or embodying Proprietary Information.
5. Authorization to Access and Use HireGlobal Properties; Legally Binding Effect.
(a) Subject to your compliance with this WMATC, you may access and use the HireGlobal Properties solely for the Product Purpose, including downloading, displaying and printing limited portions of the Content (other than software) but only to the limited extent necessary and consistent with the Product Purpose. (b) You will not: (i) allow any competitor of HireGlobal to use or access the HireGlobal Properties, (ii) use or access the HireGlobal Properties to develop or enhance any product or service, or (iii) copy any ideas, features, functions or graphics of the HireGlobal Properties. You are not permitted to access or use the HireGlobal Properties for public comment unless authorized in writing by HireGlobal. You are also not permitted to copy, modify, frame, repost, publicly perform or display, sell, reproduce, distribute, or create derivative works of the HireGlobal Properties except to the limited extent permitted in Subsection 5(a) above, but provided that you do not modify such Content in any other way and you keep intact all copyright, trademark, and other proprietary notices. You may only link to the Product, or any portion thereof, as expressly permitted by HireGlobal. You agree not to access the Site or Workforce Member portal by any means other than through the interface that is provided by HireGlobal to access the same.
6. Ownership and Additional Restrictions.
6.1 Ownership and Restrictions. All rights, title and interest in and to the HireGlobal Properties will remain with and belong exclusively to HireGlobal. You will not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the HireGlobal Properties available to any third party, (b) use the HireGlobal Properties in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the HireGlobal Properties or their related components, or (c) modify, adapt or hack the HireGlobal Properties to, or try to, gain unauthorized access to the HireGlobal Properties or related systems or networks (e.g., circumvent any encryption or other security measures, gain access to any source code or any other underlying form of technology or information, and gain access to any part of the HireGlobal Properties, or any other products or services of HireGlobal that are not readily made available to the general public or to you using your own account name and password as instructed by HireGlobal). You may not upload viruses, spyware, or any other malicious software or code to HireGlobal Properties. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to HireGlobal on or through the HireGlobal Properties or any service offered on or through the HireGlobal Properties. HireGlobal reserves the right to take any lawful measures to prevent any prohibited activity.
6.2. Registering Your Account. As part of the registration process, you will provide an email address and password for your Account (“Account”). You are solely responsible for maintaining the confidentiality of your email and password and for any authorized or unauthorized use of the same. You also agree to provide HireGlobal truthful, accurate, and complete information in all interactions with HireGlobal via any of the HireGlobal Properties.
6.3. Responsibility for Your Data. You are solely responsible for all data, information and other content, that you upload, post, or otherwise provide or store (hereafter “post(ing)”) in connection with or relating to the Product, including the Site and Workforce Member portal.
6.4. Limited Access to Your Account. HireGlobal may access your Account in order to respond to your requests for technical support, to verify compliance with your obligations to HireGlobal or a HireGlobal Client, to comply with law, or to maintain and improve its own systems. HireGlobal may, at its option, provide email or other online account support.
6.5. Reservation of Rights. HireGlobal and its licensors each own and retain their respective rights in and to all logos, company names, marks, trademarks, copyrights, trade secrets, know-how, patents and patent applications that are used or embodied in or otherwise related to the HireGlobal Properties. HireGlobal grants no other rights or licenses (implied, by estoppel, or otherwise) whatsoever to you under this WMATC.
7. Use of Intellectual Property.
7.1. Rights in User Content. By posting your information and other content (“User Content”) on or through the HireGlobal Properties, you grant HireGlobal a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform User Content in connection with the HireGlobal Properties. HireGlobal has the right, but not the obligation, to monitor the HireGlobal Properties and User Content. HireGlobal may remove or disable any User Content at any time for any reason, or for no reason at all.
7.2. Unsecured Transmission of User Content. You understand that the operation of the Site and Workforce Member portal, including User Content, may be unencrypted and involve transmissions over various networks. Accordingly, you acknowledge that you bear sole responsibility for adequate backup of User Content. HireGlobal will have no liability to you for any unauthorized access or use of any User Content, or any corruption, deletion, destruction or loss of any of User Content.
7.3. Feedback. You may submit ideas, suggestions, or comments (“Feedback”) regarding the HireGlobal Properties or HireGlobal’s business, products or services. By submitting any Feedback, you acknowledge and agree that (a) your Feedback is provided by you voluntarily and HireGlobal may, without any obligations or limitation, use and exploit such Feedback in any manner and for any purpose, (b) you will not seek and are not entitled to any money or other form of compensation, consideration, or attribution with respect to your Feedback regardless of whether HireGlobal considered or used your Feedback in any manner, and (c) your Feedback is not the confidential or proprietary information of you or any third party.
8. Your Representations and Warranties.
You represent and warrant to HireGlobal that (a) you own all User Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow HireGlobal to use the same as permitted in this WMATC) in connection with the HireGlobal Properties; (b) User Content and other activities in connection with the HireGlobal Properties, and HireGlobal’s exercise of all rights and licenses granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does User Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; (c) you are eighteen (18) years of age or older; (d) you do not reside in, and, if accepted as a HireGlobal Workforce Member, you will not reside in or work from or access the HireGlobal Properties from any Prohibited Region, and (e) you are not identified on any Prohibited List. “Prohibited Regions” means any country or region with respect to which U.S. law prohibits transactions, including the payment of funds or the export, re-export, or transfer of items, services, or technology, including but not necessarily limited to Iran, Cuba, Syria, North Korea, and the Crimea, Donetsk, and Luhansk regions of Ukraine, and other Russia-controlled regions of Ukraine covered by applicable sanctions. “Prohibited List” includes the Specially Designated Nationals and Consolidated Sanctions Lists (maintained by the Office of Foreign Assets Control, U.S. Department of the Treasury); the Denied Persons, Entity, and Unverified Lists (maintained by the Bureau of Industry and Security, U.S. Department of Commerce); and the Consolidated List of sanctions designations by the United Nations, European Union and United Kingdom. You shall notify HireGlobal immediately if your status under this Section 8 changes. This Agreement will terminate immediately upon any non-compliance with this Section 8.
9. Termination of Access and WMATC.
HireGlobal may, in its sole discretion and without prior notice, terminate your access to the HireGlobal Properties and/or block your future access to the HireGlobal Properties if we determine that you have violated any terms of this WMATC or other agreements or guidelines which may be associated with your use of the HireGlobal Properties. Further, HireGlobal may, in its sole discretion and without prior notice, terminate or suspend your access to the HireGlobal Properties, for cause or any other reason, including, but not limited to: (1) requests by law enforcement or other government agencies, (2) discontinuance or material modification of the Product or any service offered on or through the Product, or (3) unexpected technical issues or problems. This WMATC applies and remains in effect until the earlier of the date (a) you are no using, accessing or receiving any of the HireGlobal Services through the HireGlobal Properties on an ongoing basis, (b) HireGlobal’s agreement with the Client for whom you were engaged as a Workforce Member through HireGlobal is terminated, and (c) of any termination pursuant to this Section 9; provided however that all provisions of a continuing nature including, without limitation, those set forth in the following sections will survive the termination of this WMATC: 1, 3, 4, 5(b), 6 - 14.
10. NO WARRANTIES AND DISCLAIMER BY HIREGLOBAL.
THE HIREGLOBAL PROPERTIES, AND PARTICULARLY THE SITE, WORKFORCE MEMBER PORTAL, CONTENT, PROPRIETARY INFORMATION AND ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND HIREGLOBAL EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT HIREGLOBAL DOES NOT WARRANT THAT YOUR ACCESS OR USE OR BOTH OF THE HIREGLOBAL PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, AND HIREGLOBAL DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE HIREGLOBAL PROPERTIES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM HIREGLOBAL OR THROUGH THE HIREGLOBAL PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS WMATC OR THE WORKFORCE MEMBER AGREEMENT.
11. LIMITED LIABILITY.
11.1. Exclusion of Damages and Limitation of Liability. HireGlobal does not charge fees for you to access and use the HireGlobal Properties pursuant to this WMATC. As consideration for your free access and use of the HireGlobal Properties pursuant to this WMATC, you further agree that HIREGLOBAL WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS WMATC, INCLUDING WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SITE, WORKFORCE MEMBER PORTAL, CONTENT, USER CONTENT, PROPRIETARY INFORMATION, OR ANY INTERRUPTION OR DISRUPTION OF SUCH USE, EVEN IF HIREGLOBALHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE). THE AGGREGATE LIABILITY OF HIREGLOBAL WITH REGARD TO THIS WMATC WILL IN NO EVENT EXCEED USD$10.00.
11.2. Jurisdictional Limitations. Some states and other jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, HIREGLOBAL’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
12. Dispute Resolution; Jury Waiver
THIS WMATC IS MADE UNDER, AND WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE SUBSTANTIVE AND PROCEDURAL LAWS OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OR CHOICE OF LAW THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. In any action between or among any of the parties, whether arising out of this WMATC or otherwise, each of the parties irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in New York, New York; (b) WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS WMATC OR ANY TRANSACTIONS CONTEMPLATED HEREBY; and (c) consents to service of process by first class certified mail, return receipt requested, postage prepared, to the address at which such party is to receive notice in accordance with Section 13.
13. Miscellaneous.
This WMATC, together with HireGlobal’s Privacy Policy constitute the entire agreement between the parties. In accordance with Section 14, the Workforce Member Agreement will take precedence and govern over any inconsistent or conflicting terms in this WMATC with respect to the subject matter of the Workforce Member Agreement. For clarification, your access to and use of the Product provided through the Site or Workforce Member portal is governed by this WMATC and such access and use is not part of the subject matter of the Workforce Member Agreement. Except as set forth in Section 2 (WMATC Updates), no waiver, change, or modification to this WMATC will be effective unless in writing signed by both parties. Any notices to HireGlobal in connection with this agreement will be made by email transmitted to legal@hireglobal.com. Notices to you will be made by email or regular mail and will be deemed to have been duly given when sent by HireGlobal to the email or mailing address associated with your Account. You agree that HireGlobal is entitled to seek injunctive and other equitable relief to enforce your obligations in Sections 4, 5 and 6.1 to avoid harm that cannot adequately be remedied by monetary damages. The section and subsection headings used in this WMATC are for convenience only and will not be used in interpreting this WMATC. In the event that any provision of this WMATC will be determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that this WMATC will otherwise remain in full force and effect and enforceable.
14. Applicable Agreements.
HireGlobal Workforce Members are engaged for HireGlobal Clients pursuant to the Workforce Member Agreement separate from this WMATC. Your access or use of the HireGlobal Properties always, however, will be governed by the then current WMATC. If you are registered as a Workforce Member of a HireGlobal Client, our business operations and relationship with respect to you as a Workforce Member, as well as all your work providing the services to Clients will always be governed by the Workforce Member Agreement and any applicable agreements you may have directly with the HireGlobal Client.