Terms and Conditions
TERMS AND CONDITIONS FOR SERVICES
Updated and effective as of July 18, 2024
MULTIPLEHAT HR LLC doing business as MultipleHat HR, MHHR (referred to in these Terms as “we,” “us,” “our”, “MultipleHat” and “Service Provider”) is a limited liability company incorporated in New Jersey, United States with an address at Five Greentree Center, 525 Route 73 North, Suite 104, Marlton, NJ 08053.
These Terms & Conditions for Services, together with any accompanying statement of work (“Statement of Work” or “SOW”), (collectively referred to as the “Terms” or the “Agreement, any services that we may offer from time to time, collectively referred to hereinafter as our “Services”), and any other features or content (including any information, text, graphics, photos, comments, reviews, links, or other materials uploaded, downloaded or appearing on, or linked to the Services) offered from time to time by MultipleHat in connection with the Services.
You can review the most current version of the Terms at any time by requesting a copy of the same by emailing info@multiplehathr.com.
MultipleHat reserves the right to change, add or remove any information presented on this Website without notice. Your continued use of this Website following the posting of such changes means that you accept such changes.
This is a legal agreement between You and MultipleHat HR LLC. You should carefully read this agreement and the Terms carefully.
(a) The Terms comprise the entire agreement between the Service Provider and the recipient of the services identified in the Statement of Work (“Client” or “You,” together with Service Provider, each a “Party” and collectively the “Parties”), and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Statement of Work, the Statement of Work shall govern.
(b) These Terms prevail over any of Client’s general terms and conditions regardless of whether or when Client has submitted its request for proposal, order, or such terms. Provision of services to Client does not constitute acceptance of any of Client’s terms and conditions and does not serve to modify or amend these Terms.
(a) Service Provider (acting individually or through its affiliates) shall provide the services to Client as described in the Statement of Work (the “Services”) in accordance with these Terms.
(b) For the avoidance of doubt, Service Provider will not do any of the following as part of its provision of Services:
(i) Assisting a Client with obtaining necessary authorization and/or sponsorship to work in the United States;
(ii) Apply for jobs on behalf of any Client; or
(iii) Provide job counseling or job placement services.
(a) Service Provider shall use best efforts to meet any performance dates specified in the Statement of Work, however any such dates shall be estimates only.
4. Client’s Obligations. Client shall:
(a) cooperate with Service Provider in all matters relating to the Services for the purposes of performing the Services;
(b) have access to an internet connection and a device that can connect to Google Meet or Zoom;
(c) have a working phone number that can receive SMS text messages and email address which they check regularly;
(d) inform Service Provider if any of your contact information changes;
(e) respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement;
(f) provide such Client materials or information as Service Provider may request to carry out the Services in a timely manner and ensure that such Client materials or information are complete and accurate in all material respects including without limitation whether accommodations or sponsorship will be required;
(g) be truthful with Service Provider and not withhold any relevant information necessary to provide the Services;
(h) be eligible to work in the United States at the time of agreeing to these Terms and not require a visa to do so because MultipleHat DOES NOT assist Clients with obtaining such authorization to work in the United States and instead Client should work with an immigration lawyer to do so; and
(i) consent to Service Provider sending you text messages at the mobile number you provided.
5. Client’s Acts or Omissions. If Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, consultants, or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay.(a) In consideration of the provision of the Services by Service Provider and the rights granted to Client under this Agreement, Client shall pay the fees set forth in the Statement of Work. Rates in any SOW are current only for the year the SOW is executed as rates are subject to change every year.
(b) Client shall pay all invoiced amounts due to Service Provider on receipt of Service Provider’s invoice. Client shall make all payments hereunder in US dollars ($) by debit or credit card.
(c) Service Provider accepts payments through its third-party payment processor Clover. By accepting our Terms, you are consenting to the Clover Terms of Use available at https://www.clover.com/terms. Client agrees to read Clover’s terms of business and privacy policies carefully and determine that you are comfortable with them before making any card payments. Client agrees to consider contacting a lawyer to review them for you before accepting the same. MultipleHat specifically disclaims any responsibility or liability omission of third-party payment processors, or for it terms of service or privacy policies.
(d) In addition to all other remedies available under this Agreement or at law (which Service Provider does not waive by the exercise of any rights hereunder), Service Provider is not required to provide Services and/or shall be entitled to suspend the provision of any Services if the Client fails to pay any fees when due.
(e) UNDER NO CIRCUMSTANCES WILL SERVICE PROVIDER PROVIDE A REFUND TO CLIENT.
8. Taxes. Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder.
9. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Client under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services, including any items identified as such in the Statement of Work (collectively, the “Deliverables”) except for any Confidential Information of Client or Client materials shall be owned by Service Provider.
10. Confidential Information.
(a) All non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to Clients, pricing, and marketing (collectively, “Confidential Information”), disclosed by Service Provider to Client, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Client without the prior written consent of Service Provider. Confidential Information does not include information that is:
(i) in the public domain;
(ii) known to Client at the time of disclosure; or
(iii) rightfully obtained by Client on a non-confidential basis from a third party.
(b) Client agrees to use the Confidential Information only to make use of the Services and Deliverables.
(c) Service Provider shall be entitled to injunctive relief for any violation of this Section.
(a) Service Provider warrants that it shall perform the Services (i) in accordance with the terms and subject to the conditions set out in the respective Statement of Work and this Agreement; and (ii) in a timely and professional manner in accordance with generally recognized industry standards for similar services.
(b) Any description of the Services contained on any promotional material, responses to requests for proposals, estimate, budget, quotation, proforma invoice or invoice is for the sole purpose of identifying them and does not constitute a warranty that the goods or Services shall conform to that description. The use of any sample or model in connection with Services is for illustrative purposes only and does not constitute a warranty that the Services will conform to the sample or model.
EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 11(a) ABOVE, SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
(a) IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO SERVICE PROVIDER PURSUANT TO THE APPLICABLE STATEMENT OF WORK.
14. Indemnification. Client shall indemnify, defend, and hold harmless Service Provider and its affiliates and its officers, directors, agents, employees, representatives, successors, and authorized assigns (collectively, “Service Provider Indemnitees”) from and against any and all losses relating to any demand, claim, suit or proceeding brought by a third party to the extent arising from or occurring as a result of (i) Client’s breach of this Agreement, (ii) any negligent or willful act or omission by or on behalf of Client; (iii) violation of any applicable law by Client, (iv) the alleged use or transfer of any Services delivered hereunder constitutes an infringement of a patent, trademark or copyright registered in the United States or a breach on a contract between Client and a third-party,(vi) any other representation, act or omission by or on behalf of Client, including Client’s performance of or failure to perform any term or condition of this Agreement.
15. Termination. In addition to any remedies that may be provided under this Agreement, Service Provider may terminate this Agreement with immediate effect upon written notice to Client, if Client:
(a) Client fails to pay any amount due hereunder within two (2) business days of the Client’s acceptance of these Terms and any related Statement of Work;
(b) Client materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, Client does not cure such breach within ten (10) calendar days after receipt of written notice of such breach; or
(c) There is a Termination for Cause. For purposes of this Agreement, the term "Termination for Cause" shall mean Service Provider’s termination of the Agreement based upon Client’s (i) habitual insobriety or use of controlled substances (other than under the supervision of a licensed physician); (ii) habitual absenteeism; (iii) fraud, non-disclosed self-dealing, embezzlement or misappropriation of funds or property or breach of trust in connection with the your services hereunder, (iv) conviction of a felony or conviction of any other crime or misdemeanor involving moral turpitude; or (v) willful misconduct or gross negligence in connection with the performance of Client’s duties hereunder, which is not cured, to the extent that the same is curable, within ten (10) days after receipt by the Client of written notice of same.
16. Waiver. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
17. Force Majeure. The Service Provider shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemics so classified by the World Health Organization, pandemics so classified by the World Health Organization, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of one hundred (120) days, Client shall be entitled to give notice in writing to Service Provider to terminate this Agreement.
18. Assignment. Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement.
19. Relationship of the Parties. The relationship between the Parties is that of independent contractors. The details of the method and manner for performance of the Services by Service Provider shall be under its own control, Client being interested only in the results thereof. The Service Provider shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give the Client the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. The Services must meet the Client’s final approval and shall be subject to the Client’s general right of inspect the performance of the Services and to secure satisfactory final completion. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
20. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
21. Governing Law. These Terms, including any Statement of Work, exhibits, schedules, attachments, and appendices, as well as all matters arising out of or relating to this Agreement are governed by, and shall be construed in accordance with, the laws of the State of New Jersey without giving effect to the conflict of laws provisions thereof.
(a) If any dispute arises out of or relates to this contract that is not settled promptly in the ordinary course of business, the Parties shall seek to resolve any such dispute between them, first, by exchanging letters explaining their respective positions and attaching evidence in support thereof (the “Letter Exchange”). The Parties must then attempt to negotiate in good faith a resolution of the disputes outlined in the Letter Exchange in person or via video conference. If the Parties are unable to resolve the dispute through these face-to-face or virtual negotiations within fifteen (15) business days following the Letter Exchange (or such period as the Parties shall otherwise agree to in a countersigned writing), then such dispute shall then be resolved pursuant to Sections 22(b).
(b) Subject to Section 22(a), the Parties hereby agree that any suit, action, or proceeding based on any matter arising out of or in connection with this Agreement or the transactions contemplated hereby shall be brought in the federal courts of the United States of America or the courts of the State of New Jersey, in each case located in Essex County. Each of the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action, or proceeding.
(c) WAIVER OF JURY TRIAL.
EACH PARTY HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING BROUGHT BY ANY OTHER PARTY HERETO UNDER THIS AGREEMENT OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, ANY AND EVERY RIGHT EACH PARTY MAY HAVE TO A TRIAL BY JURY.
23. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth in the Statement of Work or to such other address that may be designated by the receiving Party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.
24. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
25. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Intellectual Property, Limited Warranty, Indemnification, Governing Law, Disputes, and Survival.
26. Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each Party.
27. Interpretation and Construction.
(a) The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto.
(b) Any captions or headings used in this Agreement are for convenience only and do not define or limit the scope of this Agreement.
(c) Whenever the term “day” is used in this Agreement, it shall refer to a calendar day unless otherwise specified. Should this Agreement require an act to be performed or a notice to be given on a day other than a business day, the act shall be performed or notice given on the following business day.
(d) The governing language of this Agreement is English and all communications between the Parties related to this Agreement shall be in English.
28. Independent Counsel. Client has read the Terms and acknowledges that
(a) this Agreement contains legally binding provisions;
(b) is advised, and has had the opportunity, to consult with their own attorney; and
(c) has either consulted with an attorney or has consciously decided not to consult with an attorney.