THIS TERMS OF SERVICE AGREEMENT (the "Agreement") is entered into effect upon payment processing through Stripe ("Effective Date") between Ember Technology Lab LLC, a Virginia limited liability company at 8401 Mayland Dr, Ste V, Richmond, VA 23294 (the "Provider" or "Ember") and the subscriber to these services through Stripe (the "Client").
Provider operates a marketplace for sales development staffing, including the placement of Sales Development Representatives ("SDRs"), Business Development Representatives ("BDRs"), cold callers, and other sales personnel ("Placed Personnel" or "Contractors"). The parties agree as follows:
(a) "Affiliate" means any entity controlling, controlled by, or under common control with a party (50%+ ownership).
(b) "Annual Salary" means annualized base compensation, calculated as hourly rate times 2,080 hours or stated annual base, excluding bonuses, commissions, and benefits.
(c) "Circumvention" means engaging Introduced Personnel outside the Platform, directly or indirectly through any intermediary.
(d) "Confidential Information" means non-public information disclosed by either party, including business strategies, pricing, customer and Contractor data, methodologies, and any information marked or reasonably understood as confidential.
(e) "Conversion" means the direct hiring of Introduced Personnel by Client or its Affiliates outside the Platform.
(f) "Introduced Personnel" means any individual presented to Client through the Platform, whose profile was shared with Client by Provider, or who performed services for Client through the Platform.
(g) "Platform" means Provider's staffing marketplace and all associated software, systems, and services.
(h) "Proprietary Methodologies" means Provider's recruitment, screening, training, evaluation, and matching processes and all related trade secrets.
(i) "Restricted Period" means the period from the Effective Date through twelve (12) months after the later of termination or the last date Introduced Personnel performed services for Client.
(j) "Services" means the staffing, consulting, software, and related offerings provided under this Agreement.
(k) "Initial Period" means the first thirty (30) days following the Effective Date for Recurring Service Engagements, or the ninety (90) day period following the Effective Date for Platform Engagements.
(l) "Platform Engagement" means a service engagement initiated by a one-time Setup Fee through Stripe, with platform access renewing per Section 4.2(b).
(m) "Quarterly Commitment Period" means each successive three (3) month commitment period following the Initial Period of a Recurring Service Engagement.
(n) "Recurring Service Engagement" means a service engagement initiated through enrollment in a recurring monthly Stripe subscription.
(o) "Renewal Fee" means the fee payable at the start of each Renewal Term per Section 4.2(b).
(p) "Renewal Term" means each successive renewal period following the Initial Period.
(q) "Service Model" means either a Recurring Service Engagement or a Platform Engagement, as determined under Section 2.4.