Recruiter Terms Of Use

USA STAFFING SERVICES' SPLIT NETWORK

RECRUITER - TERMS OF USE

Last Modified: July 19, 2018

Acceptance of the Terms – Recruiter

USA Staffing Services, LLC is (“We”, “Us” or “Our”) happy to provide you (“You” or “Your”) access to this job posting board, split network, resume database (“USA Staffing Database”). Please read the following Terms and Conditions (“Terms”) carefully. The Terms govern Your use of Our services provided through www.usastaffingservices.com (“Website”).

Please read the Terms carefully before You start to use the Website. By using the Website, You accept and agree to be bound and abide by the Terms. If You do not want to agree to the Terms, You must not access or use the Website.

Changes to the Terms

We may revise and update the Terms from time to time in Our sole discretion. All changes are effective immediately when We post them and apply to all access to and use of the Website thereafter.  Your continued use of the Website following the posting of revised Terms means that You accept and agree to the changes. You are expected to check this page so You are aware of any changes, as they are binding on You.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material We provide on the Website, in Our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, We may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for:

  • Making all arrangements necessary for You to have access to the Website.
  • Ensuring that all persons who access the Website through Your internet connection are aware of the Terms and comply with them.

To access the Website or some of the resources it offers, You may be asked to provide certain registration details or other information. It is a condition of Your use of the Website that all the information You provide on the Website is correct, current and complete. You agree that all information You provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and You consent to all actions we take with respect to Your information consistent with Our Privacy Policy.

If You choose, or are provided with, a user name, password or any other piece of information as part of Our security procedures, You must treat such information as confidential, and You must not disclose it to any other person or entity. You also acknowledge that Your account is personal to You and agree not to provide any other person with access to this Website or portions of it using Your user name, password or other security information. You agree to notify Us immediately of any unauthorized access to or use of Your user name or password or any other breach of security. You also agree to ensure that You exit from Your account at the end of each session. You should use particular caution when accessing Your account from a public or shared computer so that others are not able to view or record Your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by You or provided by Us, at any time, in our sole discretion for any or no reason, if, in Our opinion, You have violated any provision of the Terms.

Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Us, Our licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

The Terms permit You to use the Website for Your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on Our Website, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to Your accessing and viewing those materials.
  • You may store files that are automatically cached by Your Web browser for display enhancement purposes.
  • You may print or download one (1) copy of a reasonable number of pages of the Website for Your own personal, non-commercial use and not for further reproduction, publication or distribution.
  • If We provide desktop, mobile or other applications for download, You may download a single copy to Your computer or mobile device solely for Your own personal, non-commercial use, provided You agree to be bound by our end user license agreement for such applications.

You must not:

  • Modify copies of any materials from this site.
  • Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
  • Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website for any other purposes than as granted by Us.

If You print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms, Your right to use the Website will cease immediately and You must, at our option, return or destroy any copies of the materials You have made. No right, title or interest in or to the Website or any content on the Website is transferred to You, and all rights not expressly granted are reserved by Us. Any use of the Website not expressly permitted by the Terms is a breach of the Terms and may violate copyright, trademark and other laws.

Trademarks

Our name, the terms, the USA Staffing Services’ Logo, Your Back Office Partner and all related names, logos, product and service names, designs and slogans are trademarks of Ours or Our affiliates or licensors. You must not use such marks without Our prior written permission. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with the Terms. You agree not to use the Website:

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in the Terms.
  • To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
  • To impersonate or attempt to impersonate Us, any of Our employees, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm Us or users of the Website or expose them to liability.

Additionally, You agree not to:

  • Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
  • Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
  • Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
  • Use any device, software or routine that interferes with the proper working of the Website.
  • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
  • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Website.

User Contributions

The Website may contain but not limited to, message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, resumes, job postings and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.

All User Contributions must comply with the Content Standards set out in the Terms.

Any User Contribution You post to the Website will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, You grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material [for any purpose/according to Your account settings].

You represent and warrant that:

  • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
  • All of Your User Contributions do and will comply with the Terms.

You understand and acknowledge that You are responsible for any User Contributions You submit or contribute, and You, not Us, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by You or any other user of the Website.

Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for Us.
  • Disclose Your identity or other information about You to any third party who claims that material posted by You violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
  • Terminate or suspend Your access to all or part of the Website for any or no reason, including without limitation, any violation of the Terms.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS US AND OUR AFFILIATES, LICENSEES AND SERVICE PROVIDERS] FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ANY INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot/do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  • Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
  • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with the Terms and our Privacy Policy.
  • Be likely to deceive any person.
  • Promote any illegal activity, or advocate, promote or assist any unlawful act.
  • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
  • Impersonate any person or misrepresent Your identity or affiliation with any person or organization.
  • Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

 

Copyright Infringement

If You believe that any User Contributions violate Your copyright, please send us a notice of copyright infringement. It is Our policy to terminate the user accounts of repeat infringers.

Reliance on Information Posted

The information presented on or through the Website is made available solely for recruiters and job seekers. We do not warrant the accuracy, completeness or usefulness of the jobs posted. Any reliance You place on such information is strictly at Your own risk. We disclaim all liability and responsibility arising from any reliance placed on such job posting by You or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website includes content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Us, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect Our opinion. We are not responsible, or liable to You or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, You consent to all actions taken by us with respect to Your information in compliance with the Privacy Policy.

Linking to the Website and Social Media Features

You may link to our homepage, provided You do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable You to:

  • Link from Your own or certain third-party websites to certain content on this Website.
  • Send e-mails or other communications with certain content, or links to certain content, on this Website.
  • Cause limited portions of content on this Website to be displayed or appear to be displayed on Your own or certain third-party websites.

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, You must not:

  • Establish a link from any website that is not owned by You.
  • Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
  • Link to any part of the Website other than the homepage.
  • Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of the Terms.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for Your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from Your use of them. If You decide to access any of the third-party websites linked to this Website, You do so entirely at Your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the state of Florida in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If You access the Website from outside the United States, You do so on Your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy Your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER US NOR ANY PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER US NOR ANYONE ASSOCIATED WITH US REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

WE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL WE, OUR AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless Us, Our affiliates, licensors and service providers, and Our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to Your violation of the Terms or Your use of the Website, including, but not limited to, Your User Contributions, any use of the Website's content, services and products other than as expressly authorized in the Terms or Your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website and the Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, the Terms or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida, although we retain the right to bring any suit, action or proceeding against You for breach of the Terms in Your county of residence or any other relevant county. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.

Waiver and Severability

No waiver of by Us of any term or condition set forth in the Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure Us to assert a right or provision under the Terms shall not constitute a waiver of such right or provision.

If any provision of the Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Entire Agreement

The Terms and our Privacy Policy constitute the sole and entire agreement between You and Us with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Your Comments and Concerns

This website is operated by USA Staffing Services, LLC, 3401 W. Cypress St., Suite 202, Tampa, FL 33607.

All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: webmaster@usastaffingservices.com

 

THIS USA STAFFING SERVICES SPLIT NETWORK FEE AGREEMENT

THIS USA STAFFING SERVICES SPLIT NETWORK FEE AGREEMENT (hereinafter “Agreement”), betwee (hereinafter “RECRUITER”), with a principal place of business located at  and USA Staffing Services, LLC (hereinafter “USA”) with a principal place of business located at 3401 W. Cypress Street, Suite 202, Tampa, Florida 33607.

Whereas USA is a staffing company that provides a recruiting split fee network for independent recruiters and staffing firms and whereas RECRUITER desires to engage USA for said services.

Whereas RECRUITER wishes to engage USA’s Split Network (hereinafter “Split Network”) and its Member Recruiters (hereinafter “MEMBER RECRUITER”) for the purposes of split fee permanent placements/direct hires and split profit contract placements (hereinafter collectively as “Split Fee”).  For purposes of this Agreement and the Split Network, RECRUITER to also be known as MEMBER RECRUITER when assuming the role of a candidate recruiter under this agreement and within the Split Network.

Now, therefore, RECRUITER hereby agrees as follows:

  1. AGREEMENT
  1. For each job position posted to the Split Network by RECRUITER in which RECRUITER accepts a candidate that was submitted by a MEMBER RECRUITER, this act of acceptance constitutes the acceptance of a Split Fee agreement between RECRUITER and MEMBER RECRUITER to be governed per the terms and conditions set forth within this Agreement.  The placement fee and/or contract staffing commission received by the RECRUITER shall be shared with MEMBER RECRUITER if a candidate who is recruited by the MEMBER RECRUITER is placed by RECRUITER.
  1. The Split Fee shall be scheduled as RECRUITER at fifty percent (50%) and MEMBER RECRUITER at fifty percent (50%) of RECRUITER’S placement fee minus any applicable processing and/or collection fees.
  1. RECRUITER shall provide MEMBER RECRUITER, via the Split Network, the applicable placement fee, placement guarantee term and payment terms of the respective job posted for a Split Fee on the Split Network.
  1. Both RECRUITER and MEMBER RECRUITER shall be responsible for any required placement guarantee, candidate replacement or refund of all or any part of the Split Fee to the client per executed client contract terms or guarantees.  USA accepts no responsibility, financial or otherwise, for any implied placement guarantee, candidate replacement or refund expressed by RECRUITER to Customer.
  1. RECRUITER agrees to keep all submissions of Candidates and resumes submitted via the Split Network as confidential, and is not to use, employ or submit to another recruiter or job order without written authorization of MEMBER RECRUITER.  If submission of candidate with or without proper permission is executed by RECRUITER, RECRUITER will be responsible for payment of Split Fee to MEMBER RECRUITER.
  1. Customer information received from RECRUITER by MEMBER RECRUITER shall not be used by the MEMBER RECRUITER for any purpose other than placement of candidates in accordance with this Agreement and the Split Network.
  1. Candidate information received by RECRUITER from MEMBER RECRUITER shall not be used by RECRUITER for any purpose other than placement of candidates in accordance with this Agreement and Split Network.
  1. The RECRUITER shall inform the MEMBER RECRUITER immediately regarding the progress of the placement of any candidate referred by MEMBER RECRUITER.
  1. All Contract Split Fee placements will be employed and processed by USA as part of USA’s Authorized Dealer Network and Back Office Solution.
  1. PROCESSING AND SPLIT FEE DISBERSEMENT
  1. Permanent Placements: USA will charge a five percent (5%) of total Split Fee as a processing fee for each Split Fee Permanent Placement payment.
  1. Contract Placements: USA will charge the applicable fees for services provided based on factors including, but not limited to;
    1. The USA Authorized Dealer status level of the RECRUITER (Silver, Gold or Platinum).
    2. The workers’ compensation class code of the contract placement employee.
    3. Pay and Bill Rates of the contract placements.
    4. Applicable travel allowances, per diems or similar expenses of the contract employee.
  1. For customer contracts in which USA is a party to and recognized as the creditor of Split Fees due:
    1. Permanent Placement Split Fee: USA will maintain the collected fee until the successful expiration of placement guarantee for all Permanent Placement Split Fees. Once expired, the Split Fee due to RECRUITER and MEMBER RECRUITER, minus applicable processing and/or collection fees, will be initiated by USA within five (5) business days from clearance of Customer payment by USA’s bank. Payments will typically be received by RECRUITER and MEMBER RECRUITER via direct deposit on a Friday.
  1. Contract Placement Commission Split Fee: USA will initiate payment of the Split Fee due to RECRUITER and MEMBER RECRUITER, minus applicable processing and/or collection fees, within five (5) business days from clearance of Customer payment by USA’s bank. Payments will typically be received by RECRUITER and MEMBER RECRUITER via direct deposit on a Friday.
  1. For customer contracts in which RECRUITER is a party to and USA is not recognized as the creditor of Split Fees due:
    1. Permanent Placement Split Fee: RECRUITER to initiate payment of Split Fee to USA within five (5) business days of receipt of payment from Customer.  Upon receipt of Split Fee and Processing fee from RECRUITER, USA will maintain the collected fee until the successful expiration of placement guarantee, if one exists.  Once expired, the Split Fee due to MEMBER RECRUITER, minus applicable processing and/or collection fees, will be initiated by USA within five (5) business days from clearance of RECRUITER payment by USA’s bank. Payments will typically be received by MEMBER RECRUITER via direct deposit on a Friday.
  1. USA will make every effort to collect all Split Fees due by RECRUITER or Customer, however USA accepts no responsibility, financial or otherwise, for payment of uncollected or uncollectable Split Fees to MEMBER RECRUITER from RECRUITER or Customer.  Collection efforts will be made on behalf of USA per the governing staffing agreement with Customer.
  1. In consideration of the Split Network extending future Split Fee arrangement, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the RECRUITER guarantees the prompt, full and complete performance of any and all present and future duties, obligations and indebtedness due to USA by the RECRUITER.
  1. TERM AND TERMINATION
  1. This Agreement shall continue from the commencement date set forth above for an initial term of two (2) years or until terminated in accordance with the termination provisions stated herein.  This Agreement shall automatically renew in consequential one (1) year terms and remain in full force and effect until either party gives written notice to the other party, by delivering written notice of termination at least thirty (30) days prior to the expiration of the initial term or subsequent renewal term.

 

  1. Either party may provide written notice of deficiency to the other party. The party receiving notice of deficiency shall have thirty (30) days from the date of delivery of said notice of deficiency to cure the cited deficiency. If the cited deficiency is not cured within the thirty (30) day period, the party complaining of deficiency may terminate this Agreement upon providing written notice to the other party. Notwithstanding the provisions of this subsection, USA shall have the right to immediately terminate this Agreement and enforce its rights hereunder without providing a thirty (30) day cure period to RECRUITER if there is a material breach by RECRUITER as set forth in this Agreement.
  1. USA reserves the right to make any reasonable modifications and amendments to this agreement with thirty (30) days prior written notice to the RECRUITER outlying the specific changes.   RECRUITER shall have the right to reject any proposed changes in writing within the thirty-day notice period and request termination of this agreement as outlined in this Section 3.
  1. ATTORNEY’S FEES, VENUE AND CONTROLLING LAW
  1. If any action at law or equity is brought to enforce or interpret the provisions of this Agreement, or to litigate any disputes arising out of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and costs. USA shall also be entitled to recover its reasonable attorney’s fees and costs incurred in connection with the protection of its rights in the event that RECRUITER should file a petition for relief under federal or state insolvency law, or in the event that an involuntary insolvency petition should be initiated against RECRUITER.
  1. Actions to enforce or interpret the provisions of this Agreement, or to litigate any disputes arising out of this Agreement, shall be governed and construed in accordance with the laws of the State of Florida, without regard to conflict of laws or provisions thereof. The venue for any such action shall be Hillsborough County, Florida, in the state or federal courts therein.
  1. RECRUITER ACCESS CHARGES
  1. RECRUITER access to the Split Network will be auto charged via credit card on a per month, per user basis.  Refer to Exhibit A for pricing structure and specifics.
  1. GENERAL
  1. This Agreement shall not be assigned by RECRUITER to another party without prior written consent of USA.  Any attempt by RECRUITER to assign any of its rights, duties, or obligations, which arise under this Agreement without such consent shall be void and constitute a material breach of this Agreement and may result in USA’s termination of this Agreement at its sole discretion. USA shall have the right to assign this Agreement to an affiliated company without prior notice to RECRUITER. Notwithstanding the above, should RECRUITER assign this Agreement with USA approval, the assignee shall assume all duties and responsibilities contained in this Agreement, including any personal guarantees and guarantees as outlined within this Agreement.
  1. If any provision of this Agreement (or any portion thereof) shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.
  1. RECRUITER acknowledges it has not been induced to enter into this Agreement by any representation or warranty not set forth in this Agreement.
  1. RECRUITER agrees and acknowledges that USA has not made any representations or guarantees regarding the success, profitability or expected financial opportunities associated with this venture. RECRUITER assumes all business risks associated with this Agreement and the dealings contemplated herein.
  1. RECRUITER agrees that it will not use USA’s name, trade names, trademarks, copyrights, symbols, designs, logos or other marks (collectively “Marks”), other than as provided for under the Split Network, without the written consent of USA.  Violation of this is will be considered a material breach of this Agreement and may result in termination of this Agreements at USA’s discretion.
  1. The parties acknowledge that due to the nature of the Agreement, the parties may disclose to the other parties confidential or proprietary information (“Confidential Information”) relating to the parties or party affiliates, including, but not limited to, personnel information, salary information, benefits information, recruitment and hiring plans and proposals.  The parties agree they shall keep all such Confidential Information confidential and shall not use or disclose, or attempt to use or disclose, any Confidential Information except as may be required in the ordinary course of providing Placement Services, nor shall they use any Confidential Information in any manner which may injure or cause loss, or may be calculated to injure or cause loss, to the other parties, whether directly or indirectly. RECRUITER and any USA Employee under this Agreement shall comply with and be bound by the obligations of this Section. No knowledge, possession, or use of Customer’s Confidential Information will be imputed to USA as a result of USA’s employees’ access to such information.
  1. RECRUITER is an independent contractor and this Agreement is not meant to create nor shall it be deemed to create any type of employer-employee relationship.  Further at all times during the term of this agreement, USA shall retain its independent status, and USA is and shall at all times be an independent contractor to Customer. The parties acknowledge and agree that each is an independent contractor and not an agent, joint venturer or partner of the other party. This agreement shall not be construed as constituting either party as a partner of the other party or to create a joint venture or any other form of legal association that would impose liability upon one party for the act or failure to act of the other party or as providing either party with the right, power or authority (express or implied) to create any duty or obligation on behalf of the other party. 
  1. Each party shall bear its own costs and expenses in performing this Agreement. USA may, but is not in any way obligated, to provide RECRUITER with marketing material or assistance. RECRUITER is not relying on receipt of any such material or assistance in entering into this Agreement.
  1. All notices permitted or required by this agreement shall be delivered by hand, or sent by certified mail, return receipt requested, or by reputable overnight courier to the respective addresses as listed above. Notice will be deemed given when first received or refused.
  1. This Agreement represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof. All prior agreements or representations of the parties, written and oral, shall be null and void and of no effect. This Agreement shall not be modified in any way except in writing and executed by both USA and RECRUITER.
  1. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall be considered one and the same instrument.