HIRE Advantage Agreement
Terms and Conditions of Service
This HIRE Advantage Agreement (together with all applicable Services Order(s) and addenda, executed hereunder, the "Agreement") is entered into by and between the HIRE entity identified in a Service Order ("HIRE") and the counterparty to that Service Order ("Client") and contains the terms and conditions that govern Client's access to and use of the Scope of Services (see defined below). This agreement is effective when Client executes a Services Order referencing this Agreement (the "Effective Date").
1. Introduction & Recitals
HIRE provides high-performance recruiting solutions designed to scale businesses. Under this Agreement, HIRE will deliver its Proprietary Recruiting System, which combines advanced recruiting services with consulting, coaching, and ongoing support to optimize candidate experience, onboarding, and retention.
2. Definitions
Ad Spend: The amount invested by the Client for advertising campaigns, paid to a third-party.
Campaign: A set of 1–10 marketing ads used within a geographic region.
Campaign Launch: The first business day following the date when the applicant tracking system is live (system of record for Client to track Recruits) and targeted ad campaigns are posted.
Corporate Recruiter: The HIRE-provided recruiter assigned to manage and support a Client's active campaigns. Also referred to as "Recruiter" in prior Service Orders.
Placement: A Recruit who has successfully completed and graduated from HIRE's two-day sales school, or, if the Client has opted out of HIRE's sales school, a Recruit who has begun the Client's training program or entered the field.
Placement Date: The date on which the Recruit successfully completes and graduates from HIRE's two-day sales school, or, if the Client has opted out of HIRE's sales school, the first day the Recruit begins the Client's training program or enters the field, whichever occurs first. This date triggers the Placement Fee.
Proprietary Recruiting System: HIRE's exclusive methods, processes, training materials, and technology used by HIRE.
Recruit: A candidate who is sourced by HIRE Campaigns.
Sales School Start Date: The Monday on which the Recruit begins attendance at HIRE's two-day sales school. If the Client has opted out of HIRE's sales school, the Sales School Start Date shall be deemed the first day the Recruit begins the Client's training program or enters the field, whichever occurs first. This date serves as the anchor for calculating the Retention Fee commencement date.
Services: Services listed in section 3.
Services Order: The document by which Client orders, and HIRE agrees to provide, Services Pursuant to this Agreement.
3. Scope of Services
As part of this Agreement, HIRE shall provide the following services, aligned to the fee categories in Section 4:
Build
- Custom Recruiting System Buildout
- ATS Integration & Tracking
- Initial Setup of Automated Applicant Communication
- Initial Configuration of Live Data & Dashboard Access
Platform
- Access to HIRE's proprietary recruiting platform, integrations, dashboards, and reporting tools
- Ongoing Ad Performance Analysis & Adjustments
- Monthly Executive Recruiting Review
- Ongoing Recruiting Best Practice Training (including webinars)
- Hiring Manager Support (1:1 training, auditing, coaching)
- Performance Benchmarking
Campaign
- Targeted Ad Campaigns (copywriting, branding, posting job listings)
- Pre-Screening & Pre-Qualification
- Done-for-You Screening Calls
- Pre-Qualified Interviews Booked into Client's Calendar
Corporate Recruiter
When the Corporate Recruiter service is selected, HIRE replaces the Client's in-house recruiter function. Under this service:
- HIRE provides a corporate recruiter aligned with the Client's campaigns.
- The Client no longer conducts hiring meetings with a hiring manager or recruiter.
- Instead, the Client accepts or rejects candidates provided by HIRE prior to the candidate attending Sales School or, if the Client has opted out of HIRE's sales school, prior to the candidate beginning the Client's training program or entering the field.
Placement
- Candidate Experience Optimization
- Onboarding System Buildout
- Early Retention Strategy Development
- Virtual Sales Schools and related training/consulting to support candidate readiness and retention
Participation in HIRE's virtual sales school is optional. Clients who opt out remain subject to all Placement and Retention Fee obligations as defined in Section 4.1.
General Terms of Service Delivery: Services are delivered in a commercially reasonable manner and may be adjusted by HIRE to reflect evolving best practices. Certain services, such as virtual sales schools, may be subject to schedule availability.
4. Payment Terms
4.1 Product Fees
Client agrees to pay the following Product Fees in accordance with the amounts and rates set forth in the applicable Services Order:
Build (One-Time): A one-time setup fee, invoiced and due upon execution of the Services Order.
Platform (Recurring Monthly): A recurring monthly fee that provides ongoing access to HIRE's proprietary recruiting platform, integrations, dashboards, reporting tools, and related support services.
Corporate Recruiter (Recurring Monthly): A recurring monthly fee per Corporate Recruiter provided by HIRE. Corporate Recruiter quantity must equal the number of active campaigns under management.
Campaign(s) (Recurring Monthly): A recurring monthly fee per campaign under management.
Placement (Monthly, Billed in Arrears): The Placement fee structure consists of two components, both invoiced at the start of each calendar month in arrears for the prior calendar month:
(a) Placement Fee: A monthly fee charged per Recruit who has reached the Placement Date, as defined in Section 2, during the prior calendar month.
(b) Retention Fee: A recurring monthly fee charged per hire, commencing on the one-month anniversary of the Sales School Start Date and continuing for up to twelve (12) months, unless a different maximum is specified in the applicable Services Order. Invoices will itemize this component as "Retention Fee."
Both components survive termination of this Agreement and remain payable for all Placements delivered prior to termination.
4.2 Payment Schedule
All payments are due upon receipt, unless otherwise specified in the applicable Services Order.
Build Fee: The one-time Build Fee is due upon execution of this Agreement and before HIRE begins the campaign and account build.
Subscription Invoice (Platform, Campaign, and Corporate Recruiter Fees): The first Platform Fee, Campaign Fee(s), and Corporate Recruiter Fee(s) are due upon Campaign Launch. Thereafter, these fees are invoiced together on each monthly anniversary of Campaign Launch and are due upon receipt.
Placement & Retention Fee Invoice: Placement Fees and Retention Fees are invoiced together at the start of each calendar month, in arrears for the prior calendar month, in accordance with Section 4.1, and are due upon receipt.
Late Payment Penalties: A five-day grace period applies. After five days, unpaid amounts will incur a 5% monthly interest fee. Client agrees HIRE may suspend all services and withhold all deliverables immediately upon nonpayment, without liability, until account is current.
Client hereby authorizes HIRE to automatically process all payments via ACH transfer or credit card on file. Payments made by credit card shall be subject to a processing surcharge of three percent (3%).
4.3 Campaign Scope & Expansion
Number of Contracted Campaigns: The Client and HIRE agree that this Agreement covers _____ campaign(s), with each campaign defined as up to ten (10) managed ads in a particular geographic region.
Additional Campaign Expansion: The Client may expand by adding campaigns beyond the initially agreed number. Each additional campaign will be billed at the rate on the service order, contingent on HIRE's capacity and mutual agreement.
Campaign Reduction: Campaigns may be reduced or paused on a monthly basis with written notice, provided that each campaign operates on a minimum thirty (30)-day cycle. Any reduction shall be prorated and aligned with the Client's monthly billing cycle.
Campaign Reallocations & Adjustments:
- Ad spend may be reallocated across campaigns in real time, based on performance and hiring needs.
- If a campaign is removed and replaced with an entirely new campaign, the Client must confirm with HIRE prior to implementation.
4.4 Ad Spend Responsibility
The Client is solely responsible for all advertising costs ("Ad Spend") incurred in connection with campaigns under this Agreement. Ad Spend is billed directly by the applicable job boards or advertising platforms to the Client and is not included in HIRE's fees.
5. Performance Commitment
If, within the first 90 days of Campaign Launch AND the Client spends at least $12,500 in total advertising, HIRE guarantees at least twenty-five (25) Recruits who have been offered a position by or for the Client.
If this condition is not met within 90 days, HIRE will continue providing campaign services at no additional Platform or Campaign Fee until the guarantee is fulfilled. The Client remains responsible for advertising costs and all Placement and Retention Fees for all Placements delivered during this period.
This guarantee is contingent upon the Client's full adherence to HIRE's Proprietary Recruiting System as directed, including: attending all scheduled interviewing and coaching calls with HIRE; following HIRE's interview and onboarding process; responding to candidate submissions within one (1) business day; maintaining an active Zoom account and attending all HIRE coaching and interviewing calls via Zoom; maintaining sufficient calendar availability to schedule and conduct candidate interviews in a timely manner; and fulfilling all Client responsibilities under Section 6 of this Agreement. Failure to meet any of the above conditions voids this performance guarantee. This guarantee applies only while the Client's account is in good standing, meaning all Subscription Fees are current and paid in full throughout the 90-day guarantee period.
6. Client Responsibilities
The Client shall:
- Have personnel to support interviews, hiring, and onboarding.
- Allocate proper time for onboarding activities and ongoing meetings.
- Provide branding materials (logo, tagline, color scheme).
- Collaborate with HIRE on culture video production.
- Set up a dedicated company email for Indeed access.
- Provide Google Calendar details for recruiters/screeners.
- Report sales statistics weekly for Recruits.
- Provide necessary materials within seven (7) days of contract execution.
- Notify HIRE within one (1) business day of a Recruit beginning the Client's training program or entering the field, in the event the Client has opted out of HIRE's two-day sales school. This notification serves as the basis for determining the Placement Date and Sales School Start Date under this Agreement.
7. Confidentiality & Proprietary Rights
7.1 Confidentiality
The Client agrees all aspects of HIRE's Proprietary Recruiting System are confidential and shall not be disclosed, copied, or reverse-engineered.
7.2 Data Use
Applicant data is for the Client's internal use only. HIRE reserves the right to use campaign data (including non-anonymized data where appropriate) for case studies, marketing, and analysis, provided Client business interests are not compromised.
HIRE may reference Client's name and logo in general marketing materials unless Client objects in writing.
7.3 Non-Compete & Non-Circumvention
The Client shall not, directly or indirectly:
- Replicate, use, or modify HIRE's recruiting system, advertisements, or proprietary materials outside of this Agreement;
- Transfer, disclose, or make available HIRE's recruiting system, advertisements, or proprietary materials to any third party, including competitors, agencies, or contractors; or
- Engage in any conduct that has the purpose or effect of circumventing HIRE's role in providing recruiting services.
This restriction applies for a period of two (2) years, or for the full duration that Placement Fees remain payable under Section 4.1, whichever is longer, after termination of this Agreement.
Violations entitle HIRE to seek injunctive relief and liquidated damages equal to twelve (12) months of lost value.
8. Term, Renewal, and Termination
8.1 Term
This Agreement shall remain in effect for an initial term of 30 (30) days, beginning on the date of Campaign Launch.
8.2 Renewal
After the initial term, the Agreement renews month-to-month unless either party provides at least fourteen (14) days' written notice of non-renewal.
8.3 Early Termination for Convenience (28-Day Guarantee)
Notwithstanding any other provision of this Agreement, the Client may terminate for convenience at any time within the first twenty-eight (28) days following Campaign Launch. In such event:
- HIRE shall refund one hundred percent (100%) of the Build Fee
- No Placement Fees shall be due.
Upon such termination, both parties are released from all further obligations.
Notwithstanding the foregoing, Client's right to terminate for convenience is conditioned upon all undisputed Subscription Fees being paid in full and current as of the date notice of termination is given.
For the avoidance of doubt, the Client's right to terminate for convenience and receive a Build Fee refund is further conditioned upon the Client having paid the first thirty (30) days of Subscription Fees in full following Campaign Launch. If the Client terminates prior to Campaign Launch, the Build Fee is non-refundable and the twenty-eight (28) day termination for convenience window shall not commence until Campaign Launch.
If Client submits a notice of termination while any Subscription Fees for the then-current billing period remain unpaid, Client will remain responsible for those unpaid Subscription Fees, and Client will not be entitled to any refund, credit, or proration in connection with such termination.
9. Dispute Resolution & Governing Law
This Agreement shall be governed by Arizona law. Disputes shall first be resolved through mediation.
10. Indemnification & Limitation of Liability
Indemnification by Client: Client indemnifies HIRE against claims arising from misuse of the system, hiring decisions, or breach.
Indemnification by HIRE: HIRE indemnifies Client against claims resulting from gross negligence or intentional misconduct.
Limitation of Liability: HIRE's liability shall not exceed the total fees paid by Client in the three months preceding a claim. HIRE shall not be liable for indirect or consequential damages.
11. Amendments & Notices
All amendments must be in writing and signed by both parties. Notices must be in writing. "Recruiter" and "Corporate Recruiter" shall be used interchangeably throughout this Agreement and any Services Order executed hereunder. Any reference to "Recruiter" in a Services Order shall be deemed to refer to the Corporate Recruiter service as defined in Section 2. For purposes of any Services Order executed prior to the current version of this Agreement, "Qualified HIRE" and "Active HIRE" shall have the same meaning as "Placement" as defined in Section 2, and "Recurring Placement Fees" shall have the same meaning as "Placement Fees and Retention Fees" as defined in Section 4.1.
12. Acknowledgment and Acceptance
By signing below, both parties acknowledge they have read, understood, and agreed to the terms of this Agreement.
EXHIBIT A – TERMINATION & EXIT PROVISIONS
Termination Conditions:
- This Agreement shall renew on a month-to-month basis after the initial thirty (30) day term, unless either party provides fourteen (14) days' written notice of non-renewal.
- The Client may terminate for convenience within the first twenty eight (28) days of execution pursuant to Section 8.3 of this Agreement.
- HIRE reserves the right to terminate immediately if the Client fails to make payments or breaches confidentiality obligations.
Financial Obligations Upon Termination:
- The Client remains responsible for all outstanding invoices up to the termination date.
- Placement Fees and Retention Fees remain payable for all Placements, up to twelve (12) months from the Placement Date.
Survival of Obligations:
Confidentiality, proprietary rights, and all payment obligations (including Placement Fees) shall survive termination.
Post-Termination Use of Intellectual Property & Data:
- The Client shall cease use of any proprietary materials, recruiting systems, training programs, or strategies developed by HIRE.
- Any materials provided by HIRE (including advertisements, branding, or process structures) shall not be used to replicate services independently or with a third-party vendor.
- HIRE retains ownership of all data, processes, and confidential information provided during the term.
EXHIBIT B – INDEMNIFICATION & LIMITATION OF LIABILITY
Indemnification by the Client:
The Client agrees to indemnify, defend, and hold harmless HIRE from any claims, damages, or liabilities arising from the Client's misuse of the system, hiring decisions, or breach of contract.
The Client assumes full responsibility for compliance with employment laws and regulations.
Indemnification by HIRE:
HIRE shall indemnify the Client against claims resulting from gross negligence or intentional misconduct in delivering services under this Agreement.
HIRE is not responsible for hiring outcomes, employee performance, misconduct, retention results, or legal disputes related to employment practices.
Limitation of Liability:
In no event shall HIRE's total liability exceed the total fees paid by the Client in the three (3) months preceding the claim.
HIRE shall not be liable for indirect, incidental, or consequential damages, including loss of profits, business interruptions, or reputational harm.
Nothing in this section shall limit the Client's obligation to pay Placement Fees or other amounts due under this Agreement.
Force Majeure:
Neither party shall be held liable for delays or failures in performance due to causes beyond their reasonable control, including but not limited to natural disasters, labor strikes, government actions, or technological failures. Payment obligations incurred prior to the force majeure event shall remain enforceable and are not excused.
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