Términos y condiciones
Welcome and thank you for using Cotopaxi Latam LLC (Cotopaxi Latam LLC or as used herein: “Cotopaxi”, “We”, “Our”, or “Us”). When You (“You” individually or the entity that You represent) use our website (the “Site”) or the Cotopaxi recruiting service (collectively, the “Service”), you are agreeing to our terms, so please take a few minutes to review the Terms of Service (the “Agreement”) Below.
In registering for an account on the Site, you agree to (1) provide true, accurate, current, and complete information about yourself as prompted by the Service registration form (“Registration Data”), and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your account whether performed by You or a third party. If you provide any Content (“Content” means any information that you post, transmit or submit through our Service) that is untrue, inaccurate, not current, or incomplete, or Cotopaxi has reasonable grounds to suspect that such Content is untrue, inaccurate, not current or incomplete, Cotopaxi has the right to suspend or terminate your account and refuse any and all current or future use of the Site and/or Service. You agree not to create an account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one account. You agree not to create an account or use the Site or Service if you have been previously removed by Cotopaxi, or if you have been previously banned from the Site or Service.
For more specific details on registration please see either the Candidate Specific Terms found here (“Candidate” means users who are seeking employment and/or contractor opportunities through Cotopaxi) or Client Specific Terms found here (“Client” means a company or individual interested in hiring, or appointment Candidates).
2. Your Responsibilities
You are responsible for your use of the Site and Service and for any use of the Site or Service made using your account. You agree not to access, copy, or otherwise use the Site or the Service, including our intellectual property and trademarks, except as authorized by this Agreement or as otherwise authorized in writing by Cotopaxi. Remember when using Cotopaxi we ask you to act reasonably and responsibly with others, within the bounds of decency and in compliance with all applicable laws. We may suspend or terminate your access to the Service if you violate, or we suspect that you are violating, any of the terms and conditions of this Agreement or any applicable laws. Your continued access to our Site and use of our Service are contingent on your agreement to act in a proper manner. When using our Site and Service you agree that you will not (1) copy, distribute, or disclose any part of the Site, including by way of automated or non-automated “scraping” (2) use any automated systems including “robots” and “spiders” (3) interfere with or compromise our systems’ integrity or decipher any server transmissions (4) impose any unreasonably large load on our infrastructure (5) upload viruses, worms, or invalid data to the Service (6) collect or retain any personally identifiable information contained in the Service (7) access the Service by any means other than authorized herein, including virtual private networks which are expressly forbidden (8) stalk, harass, bully or harm others (9) impersonate any person or entity (10) hack, spam, phish, or otherwise provide untruthful, false, fraudulent, manipulative, or inflammatory content
For more specific details on your responsibilities please see either the Candidate Specific Terms found here (“Candidate” means users who are seeking employment and/or contractor opportunities through Cotopaxi) or Client Specific Terms found here (“Client” means a company or individual interested in hiring, or appointment Candidates).
3. Third Party Agents
You may permit third party agents to access, use and/or operate the Service on Your behalf (“Third Party Agents”) for the sole purpose of delivering services to You, provided that You will be fully responsible for Your Third Party Agents’ compliance with terms and conditions of this Agreement and any breach of this Agreement by a Third Party Agent shall be deemed to be a breach by You.
4. Third Party Services
Cotopaxi may provide to You, or provide Your Content to, certain third party services or third party service providers (collectively, “Third Party Service(s)”) which may provide to You links to sites, job postings, email and telephone correspondence and other offers outside of the Cotopaxi network. Such Third Party Services are provided “AS IS” without indemnification, support, or warranty of any kind, and this Agreement does not apply to your use of any such provided Third Party Services. You are responsible for evaluating whether you want to access or use such Third Party Services, and, in certain circumstances where required or applicable, may opt-out from such Third Party Services available outside of the Cotopaxi network, or may choose to not utilize such Third Party Services at any time. We reserve the right to suspend Third Party Services at any time. You should review any applicable terms and/or privacy policies of a Third Party Service before using it or sharing any information with it, because you may give the operator permission to use your information outside of what You have agreed to herein. Cotopaxi is not responsible for, nor endorses any features, content, advertising, products or other materials on or available from such Third Party Services.
5. Batch And Request Process
Cotopaxi does not act as an agent for the purposes of the Request process. Cotopaxi merely provides Clients the software tools to enable them to find and connect with Candidates and vice versa. Candidates and Clients are solely responsible for any issues arising from the use of the Cotopaxi batch software or their use of Service. Any agreements created between a Client and a Candidate are not binding on us. We are not liable for, or obligated to enforce, any agreements between a Client and a Candidate. You will not consider Cotopaxi, nor will Cotopaxi be construed as, a party to such transactions, whether or not Cotopaxi receives some form of remuneration in connection with the transaction, and Cotopaxi will not be liable for any costs or damages arising out of or related to such transaction. No contractual obligations are created for either the Candidate or the Client through the use of the Service. The Candidate is not obligated to accept the highest Request or any Request at all. Additionally, Requests submitted by a Client to a Candidate through the Request process are not binding on the Client. At the end of the Request process the Candidate may choose which Client, if any, he or she wishes to contact.
5.2 Client Specific Process
For more specific details on Batch and Request process please contact us.
5.3. Candidate Specific Process
For more specific details on Batch and Request process please contact us.
6. Payments And Refunds
6.1. For Clients
For more specific details on Payments and Refunds please contact us.
6.2. For Candidates
For more specific details on Payments and Refunds please contact us.
6.3. For Contractor Engagement
For more specific details on Payments and Refunds please contact us.
6.4. Changes In Fees And Billing Methods
Cotopaxi reserves the right at any time to change its fees (including to begin charging for services that it is currently providing free of charge) and billing methods, either immediately upon posting on the Site or by email delivery to you.
7. Limitations On Liability
Cotopaxi is not liable for (1) any content posted by Clients or Candidates on our Site or Service; (2) contracts, contractual obligations, or other obligations that may arise from an employment, contractor, or other relationship between Client and Candidate; (3) any review of content posted on our Site or Service; (4) any damages that result through the use of our Service; (5) any negative or critical comments that may be posted by Client, Candidate, or other third party through the Service; or (6) any of the Third Party Service(s) you may be provided pursuant to your use of the Service.
We are not required to or under any obligation to review, screen, edit, monitor or remove any content posted on our Site, although we reserve the right to do so, and to take any other action, in Cotopaxi’s discretion, with or without notice, to prevent any violation, enforce any provision, or rectify any alleged violations of this Agreement or any applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL COTOPAXI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE AND/OR SERVICE, WHETHER OR NOT COTOPAXI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICE, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM (1) THE USE OR INABILITY TO USE THE SITE AND/OR SERVICE; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE AND/OR SERVICE; OR (3) ANY OTHER MATTER RELATED TO THE SITE AND/OR SERVICE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL COTOPAXI BE LIABLE TO A CANDIDATE, (REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) FOR MORE THAN THE GREATER OF (1) THE SUCCESS FEE PAID BY THE CANDIDATE’S EMPLOYER (A CLIENT), OR (2) $100, AS A RESULT OF THE CANDIDATE’S USE OF THE SITE AND/OR SERVICE. IN NO EVENT WILL COTOPAXI BE LIABLE TO A CLIENT FOR MORE THAN THE SUCCESS FEES PAID BY THE CLIENT FOR THE TWELVE MONTH PERIOD PRECEDING THE DATE ON WHICH CLIENT FIRST ASSERTS A CLAIM ARISING OUT OF OR RELATED TO AN EMPLOYMENT OFFER OR CONTRACTOR OFFER MADE BY CLIENT TO A CANDIDATE.
THE LIMITATIONS OF THIS SECTION WILL NOT APPLY TO ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.
7.1. Further Limitations
Our licensors and service providers will have no liability of any kind under this Agreement. You may not bring any claim under this Agreement more than eighteen (18) months after the cause of action arises.
8.1. Confidential Information
Means non-public technical, business or other information or materials disclosed or otherwise made available by one party in connection with the Service that are in tangible form and labeled “confidential” or the like, or are provided under circumstances reasonably indicating their confidentiality. Our Confidential Information includes: (1) Login Credentials; and (2) any information or materials relating to the Service. Your Confidential Information does not include Your Content.
A party may use Confidential Information of the other party solely to exercise its rights and perform its obligations under this Agreement or as otherwise permitted under this Agreement. Each party will disclose the Confidential Information of the other party only to the employees, service providers or contractors of the recipient party who have a need to know the Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than each party’s duty under this Agreement. Each party will use reasonable care to protect the confidentiality of the other party’s Confidential Information.
The recipient’s obligations under this Section with respect to any Confidential Information will terminate if the recipient can show by written records that the information: (a) was already rightfully known to the recipient at the time of disclosure by the other party; (b) was disclosed to the recipient by a third party who had the right to make the disclosure without any confidentiality restrictions; (c) is, or through no fault of the recipient has become, generally available to the public; or (d) was independently developed by the recipient without access to, or use of, discloser’s Confidential Information. The recipient may disclose Confidential Information to the extent the disclosure is required by law or regulation or the listing rules of any stock exchange. The recipient will provide the other party notice, when practicable, and will take reasonable steps to contest and limit the scope of any required disclosure.
8.4. Continuing Obligations
You agree to keep all information gained from using our Site confidential; you agree that (1) you will use any content submitted by Candidates or Clients in accordance with applicable privacy and data protection laws; (2) you will not disclose the names or identities of any Candidates; AND (3) you will take appropriate physical, technical and administrative measures to protect content you obtain through use of the Site and/or Service from loss, misuse, unauthorized access, disclosure, alteration or destruction. You also agree not to post, publicly or privately disclose or disseminate any job offers, or contractor opportunities which you become aware of through our Site or Service.
9. Intellectual Property Rights
The design of the Service along with Cotopaxi created text, scripts, graphics, interactive features and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Cotopaxi, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Cotopaxi reserves all rights in and to the Service and the Site. You agree to not engage in the use, copying, or distributing any content contained within the Site or through the Service unless we have given you express written permission to do so.
10. Licensing To Cotopaxi
You hereby grant to Cotopaxi and its owners, affiliates, representatives, licensees, licensors and assigns (the “Cotopaxi Parties”) a non-exclusive, fully-paid, royalty-free, world-wide, universal, transferable license to: (1) display, publicly perform, distribute, store, broadcast, transmit and reproduce your logo(s), service marks, trademarks and trade names through the Site, the Service and/or any other medium currently invented or invented in the future; and (2) display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or any part of the Content and anything we may make with the Content through the Site, the Service and/or any other medium currently invented or invented in the future. Further, you waive and agree never to assert any and all moral rights in and to all of the materials licensed in this Section. We reserve the right to display advertisements in connection with the Content. We are not required to host, display, or distribute any of the Content and we may refuse to accept or transmit the Content, and may remove or delete all or any portion of the Content from Cotopaxi at any time. By submitting any Content to us, you hereby represent and warrant that you own all rights to the Content or, alternatively, that you have the right to give us the license described above. Finally, you represent and warrant that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. You understand that when using the Site and/or the Service you will be exposed to content from a variety of sources, and that Cotopaxi is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content, and that such content is not the responsibility of Cotopaxi. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against the Cotopaxi Parties with respect thereto, and agree to indemnify and hold the Cotopaxi Parties harmless to the fullest extent allowed by law regarding all matters related to your use of the Site.
11. Disclaimer Of Warranties
THE SITE AND SERVICE ARE PROVIDED TO YOU AS IS. COTOPAXI PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
THE COTOPAXI PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SITE AND/OR SERVICE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SITE AND/OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE AND/OR SERVICE WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SITE AND/OR SERVICE WILL BE CORRECTED.
YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND/OR 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 WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." 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.
You agree to defend and indemnify the Cotopaxi Parties from and against any third party claim, including reasonable attorney’s fees, court costs, settlements, and disbursements, from or relation to (a) Your Content (b) Your use of the Service (c) Your violation of any term of this Agreement (d) Your violation of any third party rights, including privacy rights, (e) your violation of law or your users (f) use of any services provided by Third Party Service Providers (g) any findings that the Cotopaxi Parties are employers or related employers of any Candidate, contractor employed, or retained by a Client. You may not settle or compromise any Infringement Claim without our prior written consent.
13.1. Communications Decency Act
Cotopaxi asks that you please be respectful when communicating with others through the Service. Cotopaxi is and will not be liable for any content posted on our Site. Cotopaxi may, but has no obligation to, monitor or review any content on the Site. Although we may choose to edit or delete any content we determine to be defamatory, we are not required to, and reserve all defenses for such content made available to us by Section 230 of the Communications Decency Act, the First Amendment to the Constitution of the United States of America, and any other applicable laws, rules, regulations
13.2. DMCA Notices
We take copyright infringement very seriously, and we have registered a Registered Copyright Agent with the United States Copyright Office, which limits our liability under the Digital Millennium Copyright Act. It is our policy to terminate the account of any user who repeatedly infringes copyright upon prompt notification to Cotopaxi by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Site and/or Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the material that you claim is infringing and a description of the location on the Site and/or Service of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) 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 (6) 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. Contact information for the Company’s Copyright Agent for notice of claims of copyright infringement is as follows: Cotopaxi (attention: Legal), e-mail: technology@Cotopaxi.com
13.3. Compliance and Choice Of Law
Each party will comply with all laws applicable to the actions contemplated in this Agreement, including all country-based, local, state, and federal regulations and export control laws. Subject to local laws requiring application of another law(s), this Agreement shall be governed by and interpreted in accordance with the laws of the United States, specifically the state of Texas, without giving effect to any principles that provide for the application of the law of another jurisdiction.
13.4. Dispute Resolution
PLEASE READ THIS SECTION CAREFULLY.
Any dispute (including whether the claims asserted are arbitrable) shall be referred to and finally determined by binding and confidential arbitration. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). The arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”). Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration. 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 thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and Cotopaxi must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR COTOPAXI MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; AND (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF.
The arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by Section 7 of this Agreement. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of the Agreement, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by California law or United States federal law.
For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
13.5. Force Majeure
You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to acts of nature, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
13.6. Severability; Headings
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Cotopaxi shall have the sole right to elect which provision remains in force. Headings in this Agreement are for reference purposes only and will not be used in its construction and/or interpretation.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law will not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
You may not sell, transfer, or assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
Where Cotopaxi requires that you provide an e-mail address, you are responsible for providing Cotopaxi with your most current e-mail address. In the event that the last e-mail address you provided to Cotopaxi is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Cotopaxi’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Cotopaxi at the following address: Cotopaxi Latam LLC, 1606 W 9th ½ ST, Austin, TX 78703, ATTN: Legal. Such notice shall be deemed given when received by Cotopaxi by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
13.11. Entire Agreement
The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
13.12. Electronic Communications
The communications between you and Cotopaxi use electronic means, whether you visit the Site or the Service or send Cotopaxi e-mails, or whether Cotopaxi posts notices on the Site or Service or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Cotopaxi in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Cotopaxi provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your statutory rights.
13.13 California Users And Residents
PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY COTOPAXI IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, we will make a new copy of the Agreement available at the 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 Service, we may also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. Any changes to the Agreement will be effective immediately for new users of the Site or Service and will be effective thirty (30) days after posting notice of such changes on the Site for existing users, provided that any material changes shall be effective for users who have a registered account on the Site (“Registered Users”) upon the earlier of thirty (30) days after posting notice of such changes on the Site or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users. Cotopaxi may require you to provide consent to the updated Agreement in a specified manner before further use of the Site or the Service is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Site and/or the Service. Otherwise, your continued use of the Site and/or Service constitutes your acceptance of such change(s). YOU AGREE TO REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS OF SERVICE.
14. Client Specific Terms
14.1. Description of Service For Clients
As a Client, you have the opportunity to find qualified talent and reduce the costs involved with hiring such talent. You may post job positions, analyze Candidates’ information, submit interview requests ("Requests") for Candidates on our Service that you feel may be a fit for your company. However, these Requests are non-binding and do not create a binding contract. YOU UNDERSTAND THAT COTOPAXI DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS (ALTHOUGH IT RESERVES THE RIGHT TO CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME USING AVAILABLE PUBLIC RECORDS). YOU AGREE TO (1) CONDUCT ANY BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THAT YOU MAY REQUIRE BEFORE ENGAGING CANDIDATE, AND (2) COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO THE INTENDED CONTRACT OF ANY CANDIDATE."
14.2. Registration For Client
In order to use Cotopaxi as a Client you must also register. Registration is free. When registering we may ask you for additional information related to your company and the types of Candidates you are looking for. We may also allow you to use a third party service such to register. We will review the information that you provided to us during the registration process and any other information that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to engage with, and make Requests to, Candidates that have posted their profiles on Cotopaxi.
14.3. Batch Process - Client’s Role
“Batches” mean periodic processes offered by the Service that Candidates will use to find new career opportunities. The Batches do not create any contractual obligation between Candidates or Clients. Batches merely allow Candidates to meet Clients who may be interested in hiring them.
After a Client’s registration has been accepted by us, the Client will be able to browse the Candidates on our Site, communicate anonymously with these Candidates, and submit preliminary non-binding Requests in response to batches conducted by Candidates. If a Client hires a Candidate from our Site, the Client will owe Cotopaxi a Success Fee (as defined in Section 14.4 below).
Once a Client has discovered a Candidate on our Site or Service, the Client agrees to communicate exclusively with the Candidate through our Site and Service for the duration of the pre-batch, batch and Request process. The Client and the Candidate may use other means of communication during the hiring process. The Client agrees not to attempt to circumvent our Site and Service by independently attempting to communicate and hire the Candidate through alternative means after discovering the Candidate on our Site or Service.
14.5. Payment For Clients
Once we have accepted the registration of a Client, the Client will be able to make Requests and contact (through the Service) Candidates listed on our Site and Service. If a Candidate identified through use of our Service accepts a Covered Offer within twelve (12) months of the date on which the Client first viewed the Candidate on the Site, the Client will be charged a Success Fee.
14.6. Subscription Agreements
Clients engaged in a Subscription Agreement with Cotopaxi (individually a “Subscription Client” and collectively “Subscription Clients”) will be charged a Subscription fee as agreed upon between the Client and Cotopaxi 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 our Site and Service. Unless otherwise agreed in writing, and except for any contractor engagements, all Covered Offers accepted within the Subscription Period will not be subject to any additional fees beyond the Subscription Agreement fees as agreed upon between You and Cotopaxi.
Subscription Clients are required to promptly notify Cotopaxi once a Candidate has accepted a Covered Offer and notify Cotopaxi of the Start Date for such Candidate (including prompt notification of any subsequent changes in such Start Date.) Subscription Clients shall provide Cotopaxi with (1) a copy of a fully executed Covered Offer, or (2) execute a document between the Subscription Client, Cotopaxi and Candidate that states material contractual terms, including, among other things, Start Date and compensation promptly upon the Effective Date. In the event that before the Start Date, either the Subscription Client or Candidate elect not to begin the relationship contemplated by the Covered Offer, the Subscription Client shall promptly notify Cotopaxi and the Candidate shall not be eligible for any Candidate Payment.
If a Subscription Client circumvents our Site and Service after discovering a Candidate through our Site or Service and subsequently hires that Candidate within twelve (12) months of the date on which the Client first viewed the Candidate on the Site, the Subscription Client will pay a Success Fee equal to 25% of the 1st year base salary or prorated contractor compensation of the Candidate and Cotopaxi may, in its sole discretion, terminate the Subscription Client’s account.
Unless otherwise indicated, Subscription Services do not cover Contractor Engagements. Contractor engagements by Client pursuant to this Agreement will be governed by the applicable Contract Terms and Cotopaxi’s then-current fee schedule as set forth in the Terms of Service.
Client agrees to pay the Subscription Fees charged to Client’s account in accordance with the fees, charges, and billing terms in effect at the time the Subscription Fees are due and payable hereunder. A Client is required to complete the Cotopaxi Direct Debit Authorization Form allowing Cotopaxi to withdraw, debit or charge monthly payments from the Client’s designated bank or credit card account(s). By accepting Cotopaxi’s Terms of Service, Client agrees that Cotopaxi is authorized to immediately withdraw Subscriptions Fees and payable to Cotopaxi hereunder from Client’s account and that no additional notice or consent is required. Client agrees to immediately notify Cotopaxi of any change in its billing address or any account information provided to Cotopaxi used for payment hereunder. All fees (Monthly Success Fees, or Subscription Fees) for the Cotopaxi Service are due and payable net thirty (30) days from the date indicated on each invoice as sent to Client by Cotopaxi.
Should any Subscription Service Term fees, or other fees incurred by Client pursuant to Client’s use of the Site or Service remain unpaid more than ten (10) days after the thirty (30) day payment requirement set forth herein, Cotopaxi will assess a late payment penalty 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.
15. Candidate Specific Terms
15.1. Description Of Service For Candidates
Cotopaxi is an online service that connects Candidates with Clients through a non-binding batch hiring and interview request process for a Candidate’s services. Candidates have an opportunity to find a position with a Client with transparency as to role and compensation in each interview request. Additionally, Candidates’ use of Cotopaxi is free, and the batch process is non-binding and does not create any contractual obligations between the Client and the Candidate. The batch only acts as a tool for Candidates to explore opportunities without obligation.
15.2. Registration For Candidate
In order to use Cotopaxi as a Candidate you must register and create a profile. The use of the Site and the Service is free for Candidates. When registering with Cotopaxi, we may require you to provide us information such as your name, e-mail address, employment history, work experience, educational background and skill set. Furthermore, you agree to provide us with any other identifying documents that we may request. We may also allow you to use a third party service such as Github, LinkedIn or Twitter to register. We will review the information that you provide to us during the registration process and we may also review any other information about you that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to use our Service.
15.3. Batch Process - Candidate’s Role
After a Candidate has registered and created a profile on Cotopaxi, he or she will be able to create a listing for a batch using software made available by us through the Service. Candidates are solely responsible for running their own batches. Clients will then have the opportunity to engage with Candidates for their services through the Request process. By creating a listing and using the batch process, the Candidate can see which Clients may be interested in hiring him or her. At the conclusion of the Request process the Candidate may, but is not required to, contact any Client that made a Request to him or her. All requests by Clients through our Site and Service are non-binding. The Candidate agrees not to attempt to circumvent our Site and Service by independently attempting to communicate with a Client that contacted or communicated with him or her on our Site or Service.
15.4. Payments For Candidates
Cotopaxi is free for Candidates. A Candidate is required to promptly notify Cotopaxi if the Candidate (1) accepts an offer of employment (an “Employment Offer”), whether for an indefinite or fixed term, (2) accepts an offer of employment as a contractor (a “Contractor Offer”), whether for an indefinite or fixed term (each, a “Contractor Engagement”), (3) accepts an Employment Offer or a Contractor Engagement during or within twelve (12) months after termination of an Internship (as defined below) of any duration, (a) with a Client who was identified by the Candidate through the use of our Site or Service, or (b) from a Client who identified the Candidate through the use of our Site or Service, (4) accepts an Employment Offer made by a Client during or within twelve (12) months after termination of a Contractor Engagement with such Client (each, a “Covered Offer”).
For Employment Offers for full time employment of an indefinite term, the Candidate will receive a payment (the “Candidate Payment”) based upon Cotopaxi’s Candidate bonus scale for the geographical region in which the Candidate works for the Client. The Candidate Payment will be paid not later than 120 days after the work Start Date of the Candidate with Client. For Contractor Offers of an indefinite or fixed term, the contractor will receive a payment (the “Contractor Payment”) based upon Cotopaxi’s contractor bonus scale for the geographical region in which the contractor provides services under the Contractor Offer. The Contractor Payment will be paid not later than 120 days after the completion date of a Contractor Engagement (the “Completion Date”) only for Contractor Engagements that are at least 500 hours of billable time. The date on which a Candidate commences work under an Employment Offer or Contractor Engagement is the “Start Date”.
Notwithstanding anything else to the contrary in this Agreement, no Candidate Payment and/or Contractor Payment will be due or paid to any Candidate or Contractor who fails to provide Cotopaxi all of the following within one hundred twenty (120) days of the Start Date for Candidates or one hundred twenty (120) days of the Completion Date for contractors: (i) a copy of the Covered Offer offer letter; (ii) as appropriate, a completed W-9 or similar form (e.g., Form W-8); and (iii) all banking information necessary for electronic payment, including but not limited to the bank name, address and account number to which the payment should be made.
A Candidate is only eligible to receive one Contractor Payment per Client.
If you are a Candidate who is using our Site and/or Service, you agree that (1) if you receive a Covered Offer, you shall promptly notify Cotopaxi of your Start Date and the key terms of such Covered Offer (and notify Cotopaxi promptly should that Start Date or offer terms change at any time), (2) you shall provide Cotopaxi with (a) a copy of a fully executed Covered Offer employment offer letter, or (b) execute a document between Client, Cotopaxi and Candidate that states material employment terms, including, among other things, Start Date and compensation, promptly upon the signing of a Covered Offer employment offer letter between you and such Client (the “Effective Date”), as requested by Cotopaxi, and (3) you will promptly notify Cotopaxi after termination of your employment as an Candidate, intern, coop Candidate, consultant or contractor (“Employment”) in the event that (a) a Client terminates your Employment based on unsatisfactory performance within ninety (90) days of the date on which your Employment commenced, or (b) you voluntarily terminate your Employment within ninety (90) days of the date on which your Employment commenced. In the event that before the Start Date, either Client or Candidate elect not to begin the employment relationship contemplated by the Covered Offer, Candidate shall promptly notify Cotopaxi and such Candidate shall not be eligible for the related Candidate Payment. In the event that within ninety (90) days of the date on which your Employment commenced (4) a Client terminates your Employment (other than as part of a reduction in force) or (5) you voluntarily terminate your Employment, and (6) you have received the Candidate Payment, then Cotopaxi is entitled to the return of the Candidate Payment and you shall promptly return that Candidate Payment to Cotopaxi. The foregoing repayment amount is a debt immediately owed to Cotopaxi and the Candidate will pay for any professional fees Cotopaxi incurs in enforcing such repayment obligation.
16. Contractor Engagements
Cotopaxi is an online service that, in addition to other features, connects Candidates and Clients for potential independent contractor engagements as may be agreed upon between the Candidate and Client (referred to herein as “Contractor Engagements”). In utilizing the Service to facilitate Contractor Engagements, a Client may be presented with questions that will help determine its need for an independent contractor as well as a Candidate’s independent contractor status. These questions are for informational purposes only, with absolutely no warranty as to the determination of such status, and any determination as to a Candidate’s status as an independent contractor or employee should be based on a separate determination as made by the Client and Candidate, and as agreed upon only between the Client and Candidate. Client and Candidate are responsible for any contracts or agreements they may form with respect to such engagements, including independent contractor agreements, confidentiality agreements, or any other agreements as may be deemed applicable between the parties. Cotopaxi 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 an independent Contractor Engagement. Cotopaxi may request from Client additional documentation, such as an W-9, progress report, statement of work, or provide Client follow up questions or requests to verify a Candidate’s status as an independent contractor and ensure continued compliance with respect to this Agreement.
16.2. No Joint-Employer Status
Candidate and Client expressly agree that no joint venture, partnership, employment, or agency agreement exists between them and Cotopaxi as a result of this Agreement or any use of the Service, and that Cotopaxi is not a joint employer for purposes of this Agreement.
16.3. Worker Classification.
Candidate and Client assume all liability for proper classification of Candidates as independent contractors or employees based on applicable legal guidelines. Cotopaxi will provide information regarding classification of Candidates based off information provided by Candidate and Client, but such information should not be solely used for, or relied upon, for the final determination of classification between Client and Candidate. Cotopaxi makes no representation with respect to such information provided to Client or Candidate regarding Candidate classification.
16.4. Candidate And Client Relationship.
This Agreement does not create a partnership or agency relationship between Client and Candidate. Candidate does not have authority to enter into written or oral — whether implied or express — contracts on behalf of Client. Candidate and Client acknowledges that Cotopaxi does not, in any way, supervise, direct, or control the manner, means, or conditions of any work or services performed. Cotopaxi does not set work hours, location of any work pursuant to any contractor relationships. Cotopaxi will not provide either party with training or any equipment, labor or materials needed, or supervision of a Client for a particular engagement. Cotopaxi will not set the rate or method of contractor payment, process contractor invoices, nor will it provide benefits or deduct any amount for withholding, unemployment, Social Security, or other taxes. 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. For engagements classified as independent contractor relationships, Client may not require an exclusive relationship between Client and Candidate. Therefore, a Candidate classified as independent contractor is free at all times to perform any other services pursuant to other engagements with third parties, be employed by or otherwise engage with persons or businesses other than Client, including any competitor of Client. For contracts classified as employer-employee relationships, the request will be managed through Cotopaxi’s staffing affiliate (as set forth below) and Customer and Client are free to enter into any appropriate additional agreements.
In addition to the indemnification obligations set forth in the Terms of Service, Client and Customer agree to indemnify, hold harmless and defend Cotopaxi 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’s 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 Cotopaxi 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.
17. Geographic Specific Provisions
For those Clients and Candidates which access the Service offering in the countries listed below, the following provisions replace or supplement the referenced sections of this Agreement, as noted: