SoTalented, dba of Wildeye Inc. (“Company”), is a high tech recruiting and staffing firm. Collectively, the Site, the Software, and the services provided by Company are referred to herein as the “Services.”
These Terms of Use (the “Terms”) constitute a binding contract, between you and Company, regarding the terms under which Company will provide you with access to the Services. In these Terms, we will refer to you as “you” and Company as “Company,” “us” or “we.”
By using or accessing any part of the Services, or any materials accessible through the Site or Software, you accept, acknowledge, and agree to be bound by the Terms and the privacy policy available at sotalented.com/privacy (“Privacy Policy”) and, if applicable, the SoTalented Master Service Agreement (collectively, the other “Agreements”).
Company reserves the right, at our sole discretion, to change or modify portions of these Terms at any time and from time to time. Any such changes will become effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms. In addition, when using certain Services, you will be subject to any additional terms applicable to such Services that may be posted on the Site or the Software from time to time. Company may amend the Agreements at any time and from time to time by posting the amended documents or terms on the Site.
IF YOU DO NOT AGREE TO THE TERMS OR THE AGREEMENTS, YOU MAY NOT ACCESS OR USE THE SERVICES, INCLUDING THE SITE AND THE SOFTWARE.
1. Interactions
1.2 Company’s Right to Access and Use
You consent, acknowledge, and agree that Company has the right to record, copy, and reproduce any audio, video, or other interactions you may have with the Company for internal training and analysis purposes only (unless specifically intended for marketing purposes), e.g., in order to monitor compliance with these Terms and other Agreements, to improve our service, for research and analytics, and to review alleged complaints or violations. Such recordings are exclusively owned by the Company. You acknowledge and agree that you will not use the Services to violate the rights of any third party. The Company will not share such recordings externally without your permission. You may be asked to participate in video interviews and/or use your photo(s), for marketing purposes; if you participate, you agree to give Company unlimited, perpetual, free and unconditional use of such content without restriction.
1.3 Confidential Information
Due to the fact that you do not own the rights to any recorded interaction, and because such interactions are potentially viewable by our staff, we recommend that you avoid disclosing any confidential or proprietary information beyond the scope of intended discussions, or any other information you wish to keep secret. You further acknowledge and agree not to disclose any information that you are under a legal obligation not to disclose. The Company shall keep all information you provide us private and will not be disclose to anyone externally. Internally, your information is retained on a need-to-know basis.
1.4 Conduct
You agree to engage with our staff and our external clients and candidates in a professional and courteous manner. The Company reserves the right to cease working with you should the Company feel that you have failed to meet this requirement.
2. Referral Program
The Company’s referral program is intended to boost membership by incentivizing members to recommend candidates and hiring managers for placement as well as provide honest reputation feedback and video short recommendations, positive, constructive and negative (can be private). Referral rewards are only paid to referrers of referrals who are successfully placed, subject to the following terms.
2.1 Definitions
2.1.1 A client is a company or entity that has signed a master services agreement with the Company to recruit or staff candidates.
2.1.2 A candidate is a real person who the Company places with a client, usually an employee or consultant.
2.1.3 A placement is a candidate who is hired by client with the assistance of the Company.
2.1.4 A successful placement is a placement who has completed his guarantee period.
2.1.5 A guarantee period refers to the duration between the start date of a placed candidate and the end date, after which the guarantee expires and the candidate is considered a successful placement. The guarantee period, if applicable, is specified by contract. If a placement is unsuccessful prior to the guarantee expiration, the Company agrees to use its best efforts to submit one or more complimentary replacement candidates for consideration by client within 2x the guarantee period from original start date. The Company cannot promise finding a candidate of equal or higher quality within this timeframe, or that the client will wish to hire any replacement candidate(s).
2.1.6 A referrer is a real person who is member of Company’s network who submits a referral to the Company, identified by valid email, and/or linkedIn profile URL.
2.1.7 A primary referrer is the first referrer of a unique referral to the Company who has not previously been placed by the Company or engaged by the Company as a client.
2.1.8 A secondary referrer is a referrer who has missed the opportunity to be a primary referrer.
2.1.9 A referral is a referred real person who is candidate with or without hiring authority.
2.1.10 A direct referral is a candidate who is successfully placed.
2.1.11 An indirect referral is a hiring manger who hires candidates (not necessarily referred candidates).
2.1.12 A referrer pool is the portion of a client commission the Company receives for a single successful placement that is potentially paid to referrers. The pool size is specified by percentage (see Referral Reward Formulas) with a possible fixed cap. For example, if the Company earns a $50,000 commission for a successful placement, the pool size would be $4,000 based on an 8% pool size without cap.
The pool is split equally four ways:
- A starting bonus for a successfully placed candidate.
- The primary referrer of a successfully placed candidate.
- The primary referrer of a hiring manager who hires a successfully placed candidate.
- Secondary referrers of a successfully placed candidate.
2.1.13 A referral reward is cash compensation based on the formula defined below that is subject to change. It is only ever paid for successfully placed referrals.
2.2 Eligibility
For referrers to become eligible for referral rewards:
2.2.1 Referrers must specify their relationship to each referral they refer for at least one company they’ve both worked for.
2.2.2 Referrers must pledge in good faith that they (a) want work with or hire their referral, (b) have worked with their referral closely to make this recommendation, and (c) believe strongly that the referred member is trustworthy, ethical, performs at a high level of proficiency, and is worthy of hire.
2.2.3 Referrers and referrals must both be active members of the network.
2.2.4 Referrers and referrals must be verified as a real people, supply their full name and contact information including email and phone number.
2.2.5 Referrers must specify valid, current payment information and tax ID to receive payouts.
2.2.6 A referrer must supply a valid email and/or LinkedIn profile URL to invite referrals to join the network.
2.2.7 A referral must confirm the relationship to their referrer as specified by the referrer.
2.2.8 A referral must be successfully placed by the Company.
2.3 Referral Reward Formulas
2.3.1 Successfully placed candidates receive 100% of their pool split.
2.3.2 Primary referrers of successfully placed direct candidates receive 100% of their pool split.
2.3.3 Primary referrers of successfully placed indirect candidates (through a referred manager) receive 100% of their pool split.
2.3.4 Secondary direct and indirect referrers of a successful placement share their pool split equally in round robin chronological groups of up to 8 at a time, four primary and four secondary referrers (floor down to the nearest integer).
2.3.5 Employee referrer pools are 8% of their Company commissions and paid only upon successful placement to eligible referrers.
2.3.6 Consultant referrer pools are the same percentage as Employee pools, but paid out in four quarter payments for every 520 hours worked by the candidate. Example: If the pool is $4000, then $1000 is applied for for every 520 hours worked until the pool amount is exhausted.
2.3.7 Secondary Split Pool Sharing Examples
2.3.7.1 A successful placement is made with a pool split of $1000. There are 2 direct and 4 indirect referrals for a total of 6 secondary referrers. Each receives $166.00 (floor($1000/6)). If this referred candidate is placed again during the same calendar year, no referrers are compensated until and unless they are placed in a subsequent year.
2.3.7.2 The next time the above referral is successfully placed in a new calendar year, there are 2 new direct and 2 new indirect secondary referrers for a 8 total secondary referrers compensated for this placement. Since there are now 4 total direct secondary referrers, they each receive compensation. With 6 indirect secondary referrers now, the 2 new ones and then the first 2 in chronological order are compensated. All of the 8 compensated secondary referrers earn $125 each (floor($1000/8)).
2.4 General Terms
2.4.1 Rewards per placement are only conferred once per candidate per year. That means that if a reward was conferred based on a candidate’s placement in year one, no additional rewards are conferred in that same calendar year. The next conferred reward for this placement can only occur in the next calendar year.
2.4.2 The Company pledges to pay referrers for every placement of their referrals forever (subject to change) within Net-30 of the following calendar month the guarantee period ends. Example: If a successful placement occurs on May 15th, then referrer payouts are due June 1, Net-30.
2.4.3 The Company shall submit a 1099-MISC to referrers who are US citizens who have been paid more than the minimum statutory amount (presently $600 or more in 2023) in the previous calendar year.
3. Your Access and Obligations
3.1 Eligibility
You must be at least 18 years old to access the Services. You represent and warrant that you are not prohibited from accessing the Services by any law, court order, or regulation including, without limitation, that you are not subject to any other criminal penalties or legal restrictions that prevent you from legally contacting the candidates that may participate in the Services.
3.2 License to Access Site
Subject to these Terms, Company grants you a temporary, limited, non-exclusive, revocable, non-transferable, and non-sublicensable license to access those portions of the Services available to you based on your interest. By agreeing to grant such access, Company does not obligate itself to maintain the Services in its present form. Company may upgrade, modify, change or enhance the Services at any time in Company’s sole discretion. Company will provide notice to you of any changes prior to the effective date of the change, unless the change is of critical business importance or outside Company’s control, in which case Company will explain the reason for the changes as soon as is reasonably practicable.
3.3 Obligations
You acknowledge and agree that you shall provide only truthful and accurate information in connection with the Services, and shall not use the Services for any false, misleading, or similar purpose. You agree to follow any rules or regulations with respect to use of the Services that Company offers to you, including by posting such rules or regulations to the Site or delivering links to such rules to you by e-mail. Any such rules are incorporated into these Terms by this reference. Company reserves the right to deny you access to the Services if, in Company’s sole discretion, you fail to follow these Terms or the Agreements. You further agree that you will comply with all applicable laws, rules, and regulations whether local, state, federal, or otherwise. You accept that Company in its sole discretion may, but has no obligation to, monitor the Services or any portion thereof, and/or to oversee compliance with these Terms and/or the other Agreements.
3.4 Security
You shall not transfer or share your access privileges, or any login information, with any third-party. You shall be solely responsible for any authorized or unauthorized use of your username, password, and access to your account by any person. You agree to bear all responsibility for the confidentiality of your password and all use, purchases, or charges incurred from use of the Site with your password. You agree to accept responsibility for all activities that occur under your account or password. Company reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders or purchases in its sole discretion.
3.5 Compatibility and Equipment
You shall be solely responsible for providing, maintaining, and ensuring the compatibility of any computers or mobile devices you use to access or utilize the Services, including all hardware, software, electrical, and other physical requirements for your use of this Site, including, without limitation, telecommunications, internet access connections, web browsers or other equipment, and programs and services required to access and use the Site.
3.6 Prohibited Use of Site
Except as authorized by the Agreements, you acknowledge and agree you cannot and shall not:
(i) Make any commercial use of this Site or Software, or their contents, descriptions, materials, or information comprising or related to the Services;
(ii) Reproduce, duplicate, copy, display, rent, sell, resell, or otherwise exploit the Services, the Site, or the Software’s contents, descriptions, materials, or information for any purpose without the express written consent of Company;
(iii) Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials obtained from Company, from the Site, Software, or acquired in connection with the Services;
(iv) Upload, post, or transmit any viruses, trojan horses, or other malicious or harmful computer code or programs or otherwise use the Services to intentionally or unintentionally violate any local, state, federal, or other law; or
(v) Engage in any other activity deemed by Company, in Company’s sole discretion, to be in conflict with the spirit or intent of the Agreements or Company’s business purposes.
4. Availability of Site
You agree that from time to time the Site may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Company may undertake from time to time; or (iii) causes beyond the control of Company or those which are not reasonably foreseeable.
5. Intellectual Property
5.1 Copyright Protected Works
All content provided as part of the Services, including, but not limited to, text, audio, video, photos, and other content are protected by the copyright laws of the U.S. and/or other countries. Unless otherwise expressly allowed by Company, you agree that you will not directly or indirectly copy, reproduce, modify, alter, create derivative works from, distribute, or publicly display any content from the Site or the Services without the prior express written consent of Company and any applicable third party.
5.2 Trademarks
The trademarks, service marks, company names, logos, and related names and marks (collectively, the “Trademarks”) used and displayed on the Site or with the Services are owned by Company or a Client. Under no circumstances may you use or copy, in any form, any of the Trademarks. Nothing herein should be construed as granting any license or right to use any Trademarks displayed on this Site without the express written consent of, as appropriate, Company or client.
5.3 Non-Transferable
Except for the limited license identified in Section 4, you acknowledge that nothing contained in the Agreements shall be construed as granting or conferring, by implication, estoppel or otherwise, any right, title, or interest to any trademark, copyright protected work, or other intellectual property.
6. DMCA Copyright Notice
Company respects the intellectual property rights of others and it is Company’s policy to expeditiously process and review any notices of claimed infringement of copyright or other applicable intellectual property laws. Any notices of claimed infringement should be sent to Company’s support representative at support@sotalented.io, and must contain all of the following: (i) a signature (physical or electronic) of the copyright owner or a person authorized to act on behalf of the copyright owner; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim is infringing and is to be removed or have access to same disabled, and information sufficient to permit Company administrators to locate the material; (iv) information sufficient for us to contact you, such as address, telephone number and e-mail address; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed.
7. Links to Other Web Sites
The Site may contain hyperlinks to other websites (“Other Sites”). If you use the hyperlinks to access these Other Sites, you will leave the Site and your browser will be re-directed to the Other Sites. The Other Sites may have their own terms of service and privacy policy and those Other Sites may have different practices and requirements than the Site. Company is not responsible for the content presented by any Other Sites. Company also does not endorse or make any representation regarding the legality, accuracy, or authenticity of content presented by Other Sites. If a third-party links to the Site, it is not necessarily an indication of endorsement, affiliation, relationship, or sponsorship by or with Company. Further, Company may not even be aware that a third party has linked to the Site.
8. Disclaimer of Warranties
YOUR RELIANCE ON ANY INFORMATION IN THE SERVICES, ON THE SITE, OR OTHERWISE PROVIDED BY COMPANY, ANY CONSULTANT UTILIZING COMPANY’S SERVICES, OR COMPANY AFFILIATES IS SOLELY AT YOUR OWN RISK.
COMPANY AND ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AFFILIATES, AND CONSULTANTS PROVIDE THIS SITE AND THE SERVICES WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
COMPANY AND ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AND AFFILIATES AND CONSULTANTS DO NOT WARRANT THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS, OR SERVICES INCLUDED ON THE SITE OR THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE SITE, THE SERVICES, OR COMPANY’S SERVERS ARE OR WILL REMAIN FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
9. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL COMPANY, CONSULTANTS, OR THEIR RESPECTIVE AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AND AFFILIATES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THESE TERMS, THE SITE, OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SITE OR THE SERVICES, ANY CHANGES TO OR INACCESSIBILITY OF THE SITE, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SITE, OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SITE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE.
10. Indemnification
You agree to defend, indemnify, and hold harmless Company, its affiliates, shareholders, directors, officers, employees, successors, assigns, and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorneys’ fees, asserted by any person, arising out of or relating to: (i) your use of the Services, including any data or work transmitted or received by you; (ii) any prohibited use of the Services, and (iii) a Force Majeure event, as defined in sub-Section 14.1.
11. Termination
These Terms of Service are effective upon your acceptance as set forth herein and shall continue in full force until terminated. Company reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (i) remove or disable access to all or any portion of the Services; (ii) suspend your access to or use of all or any portion of the Site or the Services; and (iii) terminate this agreement. If you terminate this agreement, you will not have any further access to the Services. The rights and obligations set forth in Sections 6, 9, 10, 11, and 14 shall survive termination of these Terms for any reason.
12. User Submissions
Except with respect to content authorized by clients, candidates and Company for redistribution, if you submit information or content to Company, with or without a request from us, including, without exclusion, comments, content, creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Comments that you forward to us. We are and shall be under no obligation (i) to maintain any Comments in confidence; (ii) to pay compensation for any Comments; or (iii) to respond to any Comments. We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms.
13. Miscellaneous
13.1 Force Majeure
A Force Majeure event is one which may result in either Party not being able to perform his, her, or its obligations under these Terms or the other Agreements due to an Act of God, strikes, an epidemic, a pandemic, or other health emergencies, equipment or transmission failure, or damage reasonably beyond his, her or its control, or other causes reasonably beyond his, her or its control (“Force Majeure”).
13.2 Waiver; Severability
No waiver of any term, provision, or condition of these Terms or the other Agreements, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any term, provision or condition thereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition. No waiver shall be binding unless executed in writing by the party making the waiver. If any provision of the Terms or other Agreements is determined to be illegal or unenforceable, then such provision shall be construed by modifying it to the minimum extent necessary to make it enforceable, unless such modification is not permitted by law, in which case that provision is to be disregarded and the other provisions will remain fully effective and enforceable.
13.3 Construction
These Terms shall be construed as a whole, according to its fair meaning, and not in favor of or against either party to these Terms. By way of example and not in limitation, these Terms shall not be construed in favor of the party receiving a benefit nor against the party responsible for any particular language in this Agreement.
13.4 Headings Not Binding
The headings of the sections in these Terms and the other Agreements are not legally binding but are used solely for assistance in reading.
13.5 Attorneys’ Fees
In any legal action, arbitration, or other proceeding arising out of these Terms or the other Agreements, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.
13.6 Mediation
You and Company agree that before commencing litigation, either party shall first submit any and all unsettled claims, counterclaims, disputes, and other matters in question between them arising out of or relating to these Terms and the other Agreements to mediation in accordance with the Commercial Industry Mediation Rules of the American Arbitration Association in effect as of the date of your acceptance of these Terms. Any party who fails to comply with this provision shall not be entitled to recover attorneys’ fees under the “Attorneys’ Fees” provision of these Terms.
13.7 Choice of Law; Forum
These Terms and the other Agreements shall be governed and construed by the laws of the State of Nevada without reference to its conflicts of laws principles. If you access the Site or the Services from locations outside Nevada or the United States, you are voluntarily and purposefully availing yourself of the laws of the State of Nevada and you are solely responsible for compliance with all local laws. All actions, claims or disputes arising under or relating to these Terms shall be brought in the federal or state courts located in the County of Washoe, State of Nevada. You irrevocably submit and consent to the venue in, and the exercise of subject matter jurisdiction and personal jurisdiction over you by, the federal and/or state courts in Washoe County, Nevada.
13.8 Entire Agreement
These Terms along with the other Agreements constitute the complete and exclusive statement of the agreement between you and Company and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between you and Company.
