THIS TERMS OF SERVICE AGREEMENT (the "Agreement") is entered into effect upon payment processing through Stripe ("Effective Date") by and between:
Ember Technology Lab LLC, a Virginia limited liability company with its business mailing address at 8401 Mayland Dr, Ste V, Richmond, VA 23294 (hereinafter referred to as the "Provider" or "Ember")
AND
The subscriber to these services through Stripe payment processing (hereinafter referred to as the "Client")
WHEREAS, Provider operates a marketplace platform for sales development staffing services, including the placement of Sales Development Representatives ("SDRs"), Business Development Representatives ("BDRs"), cold callers, and other sales personnel (collectively, "Placed Personnel" or "Contractors"); and
WHEREAS, Client desires to utilize Provider's staffing marketplace and related services under the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
For purposes of this Agreement, the following terms shall have the meanings set forth below:
(a) "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.
(b) "Annual Salary" means the total annualized base compensation that would be paid to a Placed Personnel member, calculated as: (i) for hourly workers, the hourly rate multiplied by 2,080 hours; or (ii) for salaried workers, the stated annual base salary, excluding bonuses, commissions, and benefits.
(c) "Circumvention" means any act by Client or its Affiliates to engage, hire, contract with, or otherwise obtain services from any Introduced Personnel outside of the Platform, whether directly or indirectly through any intermediary, staffing agency, or other third party.
(d) "Confidential Information" means all non-public information disclosed by either party to the other, including but not limited to: business strategies, pricing, customer lists, Contractor databases, recruitment methodologies, training materials, proprietary processes, software, algorithms, and any information marked or reasonably understood to be confidential.
(e) "Conversion" means the direct hiring, employment, or engagement of any Introduced Personnel by Client or its Affiliates as a W-2 employee or direct independent contractor outside of the Platform.
(f) "Introduced Personnel" means any individual: (i) presented, introduced, or made available to Client through the Platform; (ii) whose resume, profile, or qualifications were shared with Client by Provider; or (iii) who performed any services for Client through the Platform, regardless of duration.
(g) "Platform" means Provider's staffing marketplace, including all associated software, systems, processes, and services used to connect Clients with Placed Personnel.
(h) "Placed Personnel" or "Contractors" means SDRs, BDRs, cold callers, sales representatives, and other personnel provided to Client through the Platform.
(i) "Proprietary Methodologies" means Provider's recruitment processes, screening criteria, training curricula, performance evaluation systems, matching algorithms, compensation structures, management techniques, and all related trade secrets.