Terms of Service

1. Introduction

Welcome to Pelpr. You are entering into an agreement with Pelpr Ltd. ("Pelpr," "We," "Our," or "Us"). By utilizing our services, you (either as an individual or on behalf of the entity you represent) agree to the following Terms of Service (the "Agreement"). Your access to and use of our services constitutes your acceptance of and adherence to this Agreement, as well as any additional terms referenced herein, including our Privacy Notice and Data Processing Agreement, which govern the processing of any personal data collected from or provided by you. If you do not consent to this Agreement, the Privacy Notice, the Data Processing Agreement, or any other referenced documents, you must refrain from accessing our services. By agreeing to these terms, you confirm that you possess the authority to bind yourself and/or the entity you represent and have disclosed all relevant information to Pelpr as necessary for the provision of services. All capitalized terms are defined within this Agreement.

2. Services

This Agreement governs all services provided by Pelpr, including: (a) the Pelpr.io website (referred to as the “Pelpr Site” or the “Pelpr Blog”); (b) the app.pelpr.io platform (the “Pelpr Marketplace”); (c) any Pelpr-branded applications (the “App”); (d) the Pelpr Match Service (“Pelpr Match”); and (e) any other Pelpr-related websites, applications, communications, and services explicitly stated to be covered by this Agreement (collectively referred to as the “Service(s)”). This Agreement is applicable to all users of our Services (“User(s),” or as referenced herein, “You,” “Your,” “Yourself”), including, but not limited to, individuals seeking employment or contractor opportunities (“Candidates”) and organizations looking to hire or engage Candidates (“Clients”).

3. Registration and Account Information

To access and use our Services, you must first create an account. By registering, you agree to provide accurate, up-to-date, and complete information about yourself (“Registration Data”) and to update this information as needed. If Pelpr has reason to believe that your Registration Data is inaccurate, outdated, or incomplete, we may suspend or terminate your account. You agree that you will not: (a) create an account using a false identity or information that does not belong to you; (b) maintain more than one account; or (c) create an account or use the Services if you have previously been removed from them. We reserve the right, at our sole discretion, to accept or reject your registration for our Services, and to suspend or terminate your account for any reason, or no reason at all. You are responsible for maintaining the confidentiality of your account credentials and will be fully accountable for all activities that occur under your account. You agree to promptly notify us of any unauthorized use of your account or any other breach of security.

4. Your Responsibilities

You are responsible for your use of the Services, as well as any use of the Services made through your account, including by third parties. In using our Services, you agree to the following conditions: (a) you will not copy or distribute any part of the Services, whether through automated or non-automated “scraping” methods; (b) you will refrain from using any automated systems, such as “robots” or “spiders”; (c) you will not interfere with or compromise the integrity of our systems, nor attempt to decipher any server transmissions; (d) you will avoid placing an unreasonably large load on our infrastructure; (e) you will not upload viruses, worms, or any other harmful software to the Services; (f) you will not collect or retain any personally identifiable information from the Services beyond what is permitted under this Agreement; (g) you will not access the Services through unauthorized means, including the use of virtual private networks, which are explicitly prohibited; (h) you will not stalk, harass, bully, or harm others; (i) you will not impersonate any person or entity; and (j) you will not engage in hacking, spamming, phishing, or provide any fraudulent, manipulative, or inflammatory content. Your continued access to our Services is contingent upon your commitment to act in a professional manner. You also agree, represent, and warrant that any personally identifiable information of third parties that you provide or upload to Pelpr in connection with your use of our Services, including the Assessment or Pelpr Match Services, is submitted with all necessary and legal consents and permissions. In the event of a Covered Offer, you agree to provide Pelpr with key terms, including the employment start date and compensation, as may be requested by Pelpr.

5. Your Content

As a user of our Services, any information you post, transmit, or submit (referred to as "Content") is intended to be shared with other users. By providing this Content to us, you affirm that you either own all rights to it or have secured the necessary permissions to grant us the license detailed below, including all appropriate and lawful consents for any personally identifiable information you may provide or upload through the Pelpr Service(s). You also guarantee that the Content does not violate any intellectual property, privacy, publicity, or other legal rights of third parties. Although we are not obligated to monitor user-generated Content, we reserve the right to do so at our discretion, with or without notice, in order to address or correct any potential violations of this Agreement or relevant laws. We maintain all legal defenses available to us under the Communications Decency Act and other applicable laws and regulations. We may decline, remove, or delete Content at any time, without prior notice. You acknowledge that Pelpr is not liable for the accuracy, usefulness, safety, or intellectual property rights related to the Content, and that Pelpr does not assume responsibility for such Content. You also understand that you may encounter Content that you find inaccurate, offensive, indecent, or otherwise objectionable. By using our Services, you waive any legal or equitable claims you might have against Pelpr or its affiliates concerning such Content. Please be aware that any Content you upload will be treated as public information and not as confidential. You agree and acknowledge that this Content may be shared with other users of our Services, as well as third parties, at Pelpr's discretion. Pelpr is not responsible for how other users may use your Content. By continuing to use our Services, you accept that Pelpr will not be liable for any claims related to confidentiality regarding your Content. If you do not agree to these terms, please refrain from using the Service.

6. Licensing to Pelpr

Users will retain full ownership rights to the Content they upload or create using our Services. However, by submitting Content, you grant Pelpr and its affiliates, owners, representatives, licensees, licensors, and assigns (collectively, the "Pelpr Parties") a non-exclusive, fully paid, royalty-free, global, transferable license to use, display, modify, publicly perform, distribute, store, broadcast, transmit, and reproduce your Content, including logos, service marks, trademarks, and trade names, in connection with the Services. This license also extends to activities related to the development, enhancement, and support of the Services. You agree to waive any and all moral rights to the materials covered under this Section and pledge not to assert such rights. Additionally, we reserve the right to display advertisements alongside your Content.

7. Limitations on Liability

Pelpr is not responsible for: (a) any Content posted on our Services; (b) any agreements or obligations that may arise between Users; (c) any damages resulting from your use of our Services in violation of this Agreement; (d) any negative or critical comments made by other Users through the Services; (e) any Third-Party Services you may access through your use of the Services; or (f) any third-party personally identifiable information you upload or provide to Pelpr in connection with the Services.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT PELPR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THE SERVICE, REGARDLESS OF WHETHER PELPR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES RELATED TO PERSONAL INJURY, BODILY HARM, OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE SERVICE, UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) RESULTING FROM: (i) THE USE OR INABILITY TO USE THE SERVICES; (ii) STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON THE SERVICES; OR (iii) ANY OTHER MATTER RELATED TO THE SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL PELPR'S LIABILITY TO A USER, REGARDLESS OF THE CLAIM'S BASIS—WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE—EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY THE USER TO PELPR IN THE TWELVE (12) MONTHS PRIOR TO THE INCIDENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100).

THE LIMITATIONS OUTLINED IN THIS SECTION DO NOT APPLY TO ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Our licensors and service providers bear no liability under this Agreement. Any claim under this Agreement must be brought within twelve (12) months of the cause of action arising.

8. Intellectual Property Rights

The entirety of the Services, along with any logos, features, trademarks, designs, or the like contained therein (“Marks”), are owned by or licensed to Pelpr, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Pelpr reserves all rights in and to the Services. You agree You will not use, copy, or distribute any content contained within the Services beyond the authorized use hereunder.

9. Disclaimer of Warranties

SERVICES ARE PROVIDED TO YOU AS IS. PELPR PARTIES EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS SUCH AS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT.

PELPR PARTIES MAKE NO GUARANTEE THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (C) THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (D) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF OUR SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT ANY COMMUNICATION SENT THROUGH THE SERVICE MAY BE VIEWED BY THIRD PARTIES AND, AS SUCH, ARE NOT CONSIDERED CONFIDENTIAL AND PELPR HAS NO RESPONSIBILITY, CONTROL OVER, OR LIABILITY FOR THE CONTENT OF THOSE MESSAGES, ANY ATTACHMENTS TO THOSE MESSAGES, OR THE CHOSEN RECIPIENTS BY THE SENDER, WHETHER SENT THROUGH THE SERVICE, OR VIA YOUR PREFERRED E-MAIL SERVICE.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISION.

10. Indemnity

You agree to defend and indemnify the Pelpr Parties from and against any third-party claim, including reasonable attorney’s fees, court costs, settlements, and disbursements, from or relating to: (a) Your Content; (b) Your use of and access to the Services in violation of this Agreement; (c) Your violation of this Agreement; (d) Your violation of any law, rule, or regulation, or the rights of any third-party, including Your upload or provision of personally identifiable information through the Service; (e) Your use of any Third-Party Services; and (f) claims alleging that the Pelpr Parties and the Client are joint employers.

11. General

11.1. Trademark Infringement

We take copyright and trademark infringement very seriously. Without liability to any User and in accordance with paragraph 19 of the Electronic Commerce (EC Directive) Regulations 2002 (SI2002/2013) and Article 14 of the E-Commerce Directive (2001/31/EC) We reserve the right to, at any time, with or without notice and in Our sole discretion, terminate the account of any User and/or remove any content posted by any User that infringes intellectual property right(s) upon prompt notification to Pelpr by the intellectual property right(s) owner or their legal representative. If You believe that Your work has been copied and posted through Our Service in a way that constitutes copyright infringement, please provide us with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that You claim has been infringed; (c) a description of the material that You claim is infringing and a description of the location on Our Services of the material that You claim is infringing; (d) Your address, telephone number and e-mail address; (e) a written statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf. You can send this information to support@pelpr.io.

11.2 Compliance and Choice Of Law

You agree to comply with all applicable laws, regulations, and codes of practice in the United Kingdom relating to your use of our Services. This includes, but is not limited to, laws concerning data protection, intellectual property, consumer protection, and electronic communications. You are responsible for ensuring that your use of the Services is lawful and does not infringe on the rights of any third party. These Terms and Conditions, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or their subject matter. However, we retain the right to bring proceedings against you for breach of these Terms and Conditions in your country of residence or any other relevant country. By using our Services, you agree to submit to the exclusive jurisdiction of the courts of England and Wales and to waive any objections to such jurisdiction or venue.

11.3. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY.

Any dispute shall be settled by binding and confidential arbitration. Arbitration shall be subject to the Federal Arbitration Act. The arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if applicable, the Supplementary Procedures for Consumer Related Disputes. Each party shall bear its own costs (including attorney fees). Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. YOU ARE HEREBY GIVING UP YOUR RIGHT TO GO TO COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT. Any claims brought by You must be bought in an individual capacity, not as a class member in any representative proceeding. An arbitrator may not consolidate individuals’ claims. The arbitrator will not have authority to award damages in excess of the amount allowed by this Agreement. The arbitrator also shall be authorized to grant any equitable remedy or relief it deems just and equitable and within the scope of the Agreement. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by Florida law or United States federal law.

11.4. Force Majeure

We will not be liable for any failure or delay in performance to the extent caused by any circumstances beyond Our reasonable control.

11.5. Severability; Headings.

The unenforceability of any provision of this Agreement will not affect the enforceability of any other provision. If any provision of this Agreement is deemed to conflict with another, Pelpr will have the sole right to elect which provision remains in force. Headings are provided for convenience only.

11.6. Non-waiver

We reserve all rights under applicable law. Our non-enforcement of any provision of this Agreement or under applicable law will not be construed as Our waiver of any enforcement rights under the same or different circumstances at any time in the future.

11.7. Termination

We may suspend or terminate the Services or Your account at Our discretion without explanation and notice, though We will strive to provide a timely explanation. If you are a Client, in the event of Your breach of this Agreement, We will notify You of such breach, and in the event the breach can be cured, provide You thirty (30) days to cure such breach. If such breach remains uncured, We will terminate this Agreement with You as set forth herein. If you are a Client, You may not terminate or cancel any subscription Order without Pelpr’s written consent.  If You are a Candidate, You may terminate this Agreement by closing Your account for the Service. Pelpr will not have any liability whatsoever to You for any suspension or termination. All provisions of this Agreement which by their nature should survive termination shall survive termination, including ownership, success fees, warranty disclaimers, indemnity and limitations of liability.

11.8. Payment

All fees for Pelpr Services are earned upon execution of a subscription Order or other agreement for Services, and are payable net fifteen (15) days from the date indicated on each invoice as sent to Client by Pelpr unless otherwise indicated in writing by Pelpr or in Your Agreement. Should any Success Fees, Subscription Service Term fees, or other fees incurred by Client pursuant to Client’s use of the Services remain unpaid more than ten (10) days after the fifteen (15) day payment requirement set forth herein, Pelpr will, as a genuine assessment of its damages, assess a late payment fee on Client’s invoice equal to five percent (5%) of the amount overdue for each month OR FRACTION THEREOF, OR SUCH LESSER AMOUNT AS MAY BE THE MAXIMUM AMOUNT PERMITTED BY LAW, outstanding until paid, beginning with the due date of the late payment. If You are on a monthly payment plan for Pelpr Marketplace, any payment default of sixty (60) or more days will result in a charge of eighteen percent (18%) of Candidate’s base salary for any Covered Offers accepted prior to or during the delinquency period. If You are a Client, You agree to pay all necessary collection costs of amounts past due, including reasonable attorneys’ fees and costs.

You agree and understand that You are liable for the assessment and payment of any and all applicable taxes with respect to Your payment for Pelpr Services. Pelpr may change its fees and billing methods at any time (including to begin charging for services that it is currently providing free of charge) by providing notice to You as set forth in the Notice section herein.

11.9. Professional Services

Clients may have the option to purchase certain professional services including sourcing and recruiting assistance from Pelpr to source Candidates through the Service on Clients’ behalf (the “Professional Service(s)”). Client acknowledges and understands that any decisions by Client pursuant to such Professional Services including any and all final determinations as to the Candidates sourced, any hiring or employment decisions, or otherwise, are the sole and exclusive determination of the Client, and Pelpr will not be responsible for any decisions made by Client. Pelpr makes no representations, warranties, or guarantees with respect to the Professional Services. The term of these Professional Services will be as purchased or set forth on an applicable Subscription Agreement or Order Form and may not be terminated early by Client. Pelpr disclaims all liability for actions taken by Client pursuant to the Professional Services offered.

11.10. Assignment

Except as set forth below, neither party may assign or transfer this Agreement including any rights or obligations hereunder without the prior written consent of the other party. Any such attempted assignment will be deemed null and void. However, we may assign this Agreement including all rights therein, without Your consent, to an entity that acquires all or substantially all of Our business and/or assets. This Agreement shall inure to the benefit of and be binding upon each party and its respective successors and permitted assigns.

11.11. Notice

You agree that We will provide notices and messages to You either within the Services or sent to the contact information that You provided Us. You are responsible for providing Pelpr with Your most current e-mail address. If You have provided an invalid email, or such address is not capable of receiving Pelpr notices, Pelpr’s dispatch of such email will nonetheless constitute effective notice. You may give notice to Pelpr at the following address: Pelpr Ltd, 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, UK. Notices shall be deemed given when received by Pelpr delivered by overnight delivery service or first-class postage prepaid mail.

11.12. Entire Agreement

This Agreement contains the entire agreement of the parties and supersedes all other agreements and understandings with respect to the matters contained herein.

11.13. Electronic Communications

Any communication between You and Pelpr under or in connection with the Services may be made by electronic mail or other electronic means. You consent to receive communications from Pelpr electronically, and agree that all terms, conditions, or otherwise, provided to Your electronically satisfy any legal requirement that would be satisfied if they were in writing.

11.14. Modifications

THIS AGREEMENT IS SUBJECT TO CHANGE BY PELPR IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, We will make a new copy of the Agreement available by posting on the Pelpr Site. We will also update the “Last Revised” date at the top of the Agreement. If We make any material changes, and You have registered to use the Services, We may also notify You via email or through the Services. Changes will be effective immediately. Pelpr may require You to provide consent to the updated Agreement. If You do not agree to any change(s) You agree to stop using the Services. Your continued use of the Services constitutes Your acceptance of such change(s). YOU AGREE TO REGULARLY CHECK THE SERVICES TO VIEW THE THEN-CURRENT TERMS OF YOUR AGREEMENT WITH US.

11.15. Beta or Evaluation Usage

If Pelpr indicates any features of functionality as a beta or evaluation (referred to as the “Beta Service”), then You may use the Beta Service for a period of time as indicated by Pelpr, pursuant to Pelpr's then current fees for the Beta Service, if applicable. NOTWITHSTANDING ANY OTHER PROVISION OF THE TERMS OF SERVICE OR ANY AGREEMENT YOU MAY HAVE DIRECTLY WITH PELPR, YOUR USE OF THE BETA SERVICE WILL BE PURSUANT TO PELPR’S THEN CURRENT TERMS OF SERVICE AND PRIVACY NOTICE. PELPR PROVIDES THESE BETA SERVICE(S) “AS IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, REFUNDS, OR INDEMNIFICATION OF ANY KIND. Pelpr may discontinue, modify, or begin to charge for use of a Beta service at any time, and at their sole discretion.

12. Specific Terms for Use of the Pelpr Marketplace

12.1. Introduction

The Pelpr Marketplace is owned and operated by Pelpr and provides a platform to both Clients and Candidates to connect regarding relevant potential employment or contract opportunities. Pelpr serves only as the platform provider, and any communication, hiring, or other decisions are solely those of the Client and Candidate, not Pelpr.

12.2. Client Specific Terms

Once a Client registered for the Service, the Client will be able to browse the Candidates on the Service, communicate with these Candidates, and submit non-binding interview requests (“Interview Request(s)”). YOU UNDERSTAND THAT PELPR DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS. YOU AGREE TO CONDUCT ANY BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THAT YOU MAY REQUIRE BEFORE ENGAGING ANY CANDIDATE.

Once a Client has discovered a Candidate on the Service, the Client agrees to submit all Interview Requests exclusively through the Service. The Client and the Candidate may use other means of communication as agreed upon between Client and Candidate after such Interview Request has been submitted. The Client agrees not to circumvent the Service by independently attempting to communicate and hire the Candidate through alternative means after discovering the Candidate on the Service.

12.3. Limited Exclusivity for Candidates

Candidates discovered on the Pelpr Service are exclusive Candidates of Pelpr during the subscription or access period and for a period of one hundred eighty (180) days from the later of: a) the view date by Client on the Pelpr Service; b) interaction with Candidate via Pelpr platform, or c) the expiration or termination of Client’s subscription. Such exclusivity, for clarity, means that for any Candidate hired by Client from the Pelpr Marketplace Client will be charged Pelpr's then-current Success Fee for any accepted Covered Offers (defined below) (unless otherwise covered by an active Subscription Agreement) if such Covered Offer is provided to Candidate within the above noted one hundred eighty (180) day period. If a Client hires a Candidate by means other than the Service during or within one hundred eighty (180) days after expiration or termination of this Agreement, the Client will pay Pelpr a Fee equal to twenty-five percent (25%) of the 1st year base salary or prorated contractor compensation of the Candidate and Pelpr may, in its sole discretion, terminate the Client’s account.YOUR OBLIGATION TO PAY FEES UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

12.4. Subscription Agreements

Clients engaged in a Subscription Agreement with Pelpr (individually a “Subscription Client” and collectively “Subscription Clients”) will be charged a Subscription fee as agreed upon between the Client and Pelpr for the period as agreed upon between the parties (the “Subscription Period”). During the Subscription Period, the Subscription Client will be able to browse, request, contact (through the Service) and extend Covered Offers to Candidates listed on the Service. All Covered Offers must be made for positions located in the territories set forth in Your Subscription Agreement. All other territories are excluded. Contractor Engagements will count towards the number of Full-Time Hires set forth on the Order Form.

If Your Subscription Agreement contains payment obligations for Covered Offers Client agrees to pay the Committed Success Fee for such Covered Offers as indicated in such Subscription Agreement. In the event of a dispute regarding Committed Success Fees, if Client can show that within the three (3) months prior to discovery on the Pelpr Marketplace, Client had active back and forth communications with a Candidate regarding the relevant employment opportunity, Pelpr may, in its sole discretion, determine if such Committed Success Fee remains due and owed. In the event You have paid a Success Fee and a Candidate is terminated or discontinues their employment or contractor engagement with You within ninety (90) days of start date, Pelpr will provide You a credit for additional Pelpr Marketplace services corresponding to the Committed Success Fees paid for such Candidate. Any applied credit will expire twelve (12) months from date issued. YOUR OBLIGATION TO PAY ANY SUCCESS FEES SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING ALL ELSE, SUBSCRIPTIONS MAY NOT BE TERMINATED OR CANCELLED BY YOU PRIOR TO THEIR STATED SUBSCRIPTION END DATE (EXCEPTING ONLY MATERIAL, UNCURED BREACH BY PELPR).

12.5. Candidate Specific Terms

A Candidate is required to promptly notify Pelpr if the Candidate: (a) accepts a Client’s offer of employment, whether for an indefinite or fixed term; (b) accepts an offer to engage as a contractor, whether for an indefinite or fixed term (each, a “Contractor Engagement”); or (c) accepts a Client’s employment offer during or within twelve (12) months after termination of a Contractor Engagement with such Client (each, a “Covered Offer”). You agree that: (i) if You receive a Covered Offer, You shall promptly notify Pelpr of Your Start Date and the key terms of such Covered Offer (and notify Pelpr promptly should that Start Date or offer terms change at any time); and (ii) You will promptly notify Pelpr after termination of Your employment as a Candidate, intern, coop Candidate, consultant or contractor in the event that: (A) a Client terminates Your engagement based on unsatisfactory performance within ninety (90) days of the date on which Your Employment commenced; or (B) You voluntarily terminate Your engagement within ninety (90) days of the date on which Your engagement commenced. The Candidate agrees not to attempt to circumvent the Service by independently attempting to communicate with a Client that contacted or communicated with him or her on the Service.

12.6. Contractor Engagements

12.6.1. General

Client and Candidate are responsible for any contracts or agreements they may form with respect to such Contractor Engagements. Pelpr does not control, manage, or provide any guidance with respect to the determination of independent contractor or employee status, subsequent agreements between Client and Candidate, or services performed by or payments made to the Client pursuant to a Contractor Engagement. Candidate and Client expressly agree that no joint venture, partnership, employment, or agency agreement exists between them and Pelpr as a result of this Agreement or any use of the Pelpr Service, and that Pelpr is not a joint employer for purposes of this Agreement.

12.6.2. Classification and Relationship

Client and Candidate assume all liability for proper classification of Candidates as independent contractors or employees based on applicable legal guidelines. Candidate and Client acknowledge that Pelpr does not, in any way, supervise, direct, or control the manner, means, or conditions of any work or services performed. Client and Candidate will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to a contractor engagement.

In addition to the indemnification obligations set forth herein, Client and Candidate agree to indemnify, hold harmless and defend Pelpr from any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses, including attorneys’ fees, arising out of or related to their engagement, including but not limited to any breach of any of Contractor’s representations and warranties, from the death or injury of any person or persons, including employees of Client or Contractor, or from damage or destruction of any work or properties, attributable to or resulting from Contractor Engagement with Client, claims misclassification of a Client as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Candidate was misclassified, any claim that Pelpr was an employer or joint employer of Candidate, as well as breach of agreement, action, inaction, omission or any claims under any employment-related laws, such as those relating to termination of employment, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, minimum wages, payroll taxes, social security or unemployment taxes, or disability insurance, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits required by law.

13. Specific Provisions for Users of the Assessment Service

13.1. Introduction

The Assessment Service is owned and operated by Pelpr and provides a collection of technical and non technical quizes and challenges that are designed to prepare or assess a Candidate for a job interview.

13.2. Use, Representations, and Warranties

Client represents and warrants that: (a) Client’s use of the Assessments service will at all times be compliant and allowable by all applicable law, rule, and regulation, including the provision of third-party information (including personally identifiable information) by Client to Pelpr; (b) Client has all necessary permissions and consents from potential candidates in its provision of information to Pelpr for use with the Assessments Service; and (c) Client will at all times be liable for the continued oversight of such information provided to Pelpr, including the deletion of any data as may be necessary or legally required. Client understands that Pelpr is not responsible for any hiring decisions, or Third-Party Services utilized (including any browsers, or applicant tracking services), in connection with the Assessments Service.

14. Geographic-Specific Provisions

14.1. Clients And Candidates In The United Kingdom

14.1.1. The Following Sub-Section 4.1 Is Added To Section 4 “Your Responsibilities”

4.1 Conduct of Employment Agencies and Employment Businesses Regulations 2003. Pelpr, the Client, and the Candidate, agree that for the purposes of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (the “Conduct Regulations”), Pelpr shall be an ’employment agency’ and the Client shall be a ‘hirer’, and the Candidate shall be a ‘work-seeker’ as defined in the Conduct Regulations and Employment Agencies Act 1973.

By accepting the terms set out in this Agreement, the Candidate agrees to provide Pelpr with such information as Pelpr may reasonably request, including (without limitation) as to the identity of the Candidate and information in relation to the Candidate’s experience, training, qualifications and authorizations as are necessary to undertake the work. The Candidate accepts that Pelpr may not be able to introduce the Candidate to a Client if any of the information requested is required and has not been provided.

By accepting the terms set out in this Agreement, the Client agrees to provide all the information needed by Pelpr to enable Pelpr to comply with its obligations under the Conduct Regulations. The Client shall notify Pelpr as soon as reasonably practicable if any of this information changes. The Client accepts that Pelpr may not be able to introduce a Candidate if any of the information referred to above has not been provided.

The Client shall indemnify and keep indemnified the Pelpr Parties and their respective officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable legal fees) arising from the Client’s breach of any of its obligations under this Section, including as a result of the Client’s failing to provide the information required or providing information which is inaccurate or incomplete.

14.1.2. Replace the Monetary Threshold for Dispute Resolution Section

13.3 “Dispute Resolution” For All Disputes Based In The United Kingdom With Three Thousand British Pounds (£3,000.00)