Bravado Jobs Terms of Service
Last Updated: December 5, 2022
Agreement to Terms
By using our Bravado Services (as defined below), you represent and warrant that you agree to be bound by the Bravado Terms of Service (the “Terms”). If you don’t agree to be bound by these Terms, do not use the Bravado Services. If you are accessing and using the Bravado Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “Client” will refer to that company or other legal entity.
Changes to Terms or Service
We may modify these Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on our website (currently located at: talent.bravado.co/bravado-jobs-terms-of-service.pdf) (the “Site”) or through other communications. It’s important that you review these Terms whenever we modify them because if you continue to use the Bravado Services after we have posted modified Terms on the Site, you are agreeing to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Bravado Services anymore. Because the Bravado Services are evolving over time we may change or discontinue all or any part of the Bravado Services, at any time and without notice, at our sole discretion.
Description of Service
Bravado Network Inc. ("Bravado") has a software platform (“Bravado Talent”) which (1) takes job descriptions for needed employees (“Job Descriptions”) and/or short-term project descriptions (the “Project Descriptions”, collectively with Job Descriptions, “Service Descriptions”); (2) compares those Service Descriptions to members of the Bravado user community who have “opted-into” the Bravado platform (the “Bravado Platform”) (such users, the “Bravado Users”); and (3) generates lists of Bravado Users who are likely to have the skills to perform the Service Descriptions (each a “Bravado User List”). These Terms govern the use of the services described in the foregoing, along with any additional services set forth in an applicable Order (as defined below) (the “Bravado Services”). You also agree to comply with and abide by the Bravado Platform Terms of Use in connection with your use of the Bravado Platform.
General Terms and Conditions
If you desire to use Bravado Services to assist you in engaging a contractor or employee for your Service Descriptions (a "Project Position"): (a) you and Bravado must fully complete and execute an order form (provided by Bravado), detailing the anticipated Project Position(s) for which you desire to use the Bravado Services (each an "Order"); and (b) these Terms and the applicable Orders shall set forth the exclusive terms on which you may utilize the Bravado Services to assist you in locating and retaining employees and/or other service providers for your Project Position(s). Upon the execution and delivery of the applicable Order: (i) the applicable information about Client and the Service Description for the Project Position(s) shall be inputted into Bravado Platform; (ii) Bravado Services will generate an applicable Bravado User List; and (iii) the Client shall be able to contact the Bravado Users appearing on the Bravado User List for a predetermined period of time through Bravado Services.
You and Bravado understand and agree that: (a) the relationship between parties under these terms and any Order is not exclusive; (b) Client may retain other persons and/or entities who provide services similar to those provided by the Bravado Talent Platform; (c) Client will not provide any information to Bravado about Client other than the information contained in an Order and that information inputted into the Bravado Platform about Client and any Project Position(s); (d) the information inputted into the Bravado Platform about Client or any Project Position is not confidential or proprietary to Client, and (e) Bravado provides no service to Client other than providing the Bravado Services as described in these Terms and any applicable Orders.
Compensation
The Client agrees that if it: (a) contacts a Bravado User appearing on a Bravado User List through Bravado Services ; or (b) as applicable, hires or engages any Applicable Bravado User (or any entity owned by an Applicable Bravado User), whether as an employee, consultant, independent contractor or other service provider, for any position (including, but not limited to, the applicable Project Position) (each such Bravado User under (a) or (b) above, an “Applicable Bravado User”) within 180 calendar days after receiving the applicable Bravado User List, or converts an Applicable Bravado User from contractor to employment status [within one year after originally engaging the Applicable Bravado User as a contractor] (the “Tail Period”), it shall: (i) inform Bravado in writing of such hiring of the Applicable Bravado User within 3 calendar days of such hiring and/or engagement; and (ii) pay to Bravado the “Compensation” described on the applicable Order (the “Compensation”) in accordance with the payment terms set forth in an applicable Order. For purposes of clarification, Bravado and you agree that: (x) Client may elect, in its sole discretion, to not contact or interview any Bravado User appearing on a Bravado User List; (y) Client shall have sole responsibility and discretion to determine whether to hire or contract with any Bravado User appearing on a Bravado User List; and (z) Client shall pay Bravado the applicable Compensation if the conditions set forth in clauses (a) and (b) of the first sentence of this paragraph are satisfied (even if Client knew of the Applicable Bravado User in question prior to receiving the Bravado User List).
You will not engage, hire, or enter into any agreements with any Bravado Users that are on the applicable Bravado User List in any manner that would or could be deemed to (at Bravado’s reasonable discretion) undermine or circumvent any compensation that would be due Bravado under this Section.
Project Descriptions: Intellectual Property and Confidentiality
Except as set forth in an Applicable Order, upon receipt of the applicable Compensation, Bravado agrees that any work product created or developed by an Applicable Bravado User under an applicable Project Description will be owned by You (“Work Product”), and Bravado hereby assigns to You all of its right, title and interest to any intellectual property rights in the Work Product. Bravado agrees to make commercially reasonable efforts to require Contractors to enter into agreements with the Applicable Bravado User that provide for the assignment of any applicable Work Product to Bravado. Bravado agrees to require Applicable Bravado Users to comply with Your policies and procedures relating to your confidential information; provided that you provide Bravado with copies of such applicable policies and procedures prior to Your engagement of the Applicable Bravado Users.
Warranty Disclaimers
The Bravado services and any applicable work product are provided “as is,” without warranty of any kind. without limiting the foregoing, we explicitly disclaim any implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment and non-infringement, and any warranties arising out of course of dealing or usage of trade. We make no warranty that the Bravado Services, Work Product, or services provided by any Applicable Bravado Users will meet your requirements or be available on an uninterrupted, secure, or error-free basis, or as to the quality, security, or legality of any of the foregoing. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Bravado Services, Work Product, or services provided by any Applicable Bravado User.
Indemnity
You will indemnify and hold Bravado and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Bravado Services, or your violation of these Terms, (b) arising from, or related to, the hiring, employment, engagement or termination of employment or engagement of any employee, consultant, independent contractor or other service provider of Client and/or the process of hiring or terminating any employee, consultant, independent contractor or other service provider of Client, or (c).
Limitation of Liability
To the maximum extent permitted by law, neither bravado nor its service providers involved in creating, producing, or delivering the bravado services will be liable for any incidental, special, exemplary or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute services of any kind arising out of or in connection with these terms or from the use of or inability to use the Bravado services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Bravado or its service providers have been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.
In no event will Bravad’s total liability to you or any third party in connection with this agreement or the provision of the Bravado services exceed the fees actually paid by you to Bravado in the six (6) month period preceding the claim or action giving rise to such liability, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not such party has been advised of the possibility of such loss or damage.
The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between Bravado and you.
Our Relationship
The status of Bravado under this Agreement shall be that of an independent contractor, and not that of a partner, agent, or employee of Client. Client shall not withhold any Federal, State or local income tax, nor any other payroll tax of any kind, from Bravado. In accordance with these Terms and any applicable Orders, Bravado shall not be treated as an employee with respect to the services performed pursuant to these Terms and/or any Order for Federal or State purposes. Bravado understands that in connection with any Compensation it receives under these Terms and any Order, it is responsible to pay its income taxes in accordance with Federal, State and Local law.
Client agrees that Bravado shall not be deemed to employ or have retained any person who is an employee, contractor, independent contractor or other service provider of Client (whether such person was hired pursuant to these Terms and an Order or otherwise).
You are solely responsible for and assume all liability for determining whether Applicable Bravado User should be engaged as independent contractors or employees and engaging them accordingly. You warrant that Your decisions regarding classification are correct and Your manner of engaging Applicable Bravado Users complies with applicable laws, regulations, and rules.
Entire Agreement
These Terms and each Order signed by you and Bravado constitutes the entire agreement between you and Bravado and supersedes all agreements or understandings between you and Bravado. You and Bravado acknowledge that no representations, inducements, promises or agreements, written or oral, have been made by you or Bravado, or anyone acting on behalf of you or Bravado, which are not contained in these Terms or in an Order, and that no other agreement, statement or promise not contained in these Terms or an Order shall be valid or binding. No amendment, change, modification or waiver of any term of an Order shall be valid unless it is in writing and signed by authorized representatives of both you and Bravado. Bravado may change or modify these Terms as set forth in the "Changes to Terms of Service" section of these Terms set forth above. No delay or omission to exercise any right, power or remedy accruing to you or Bravado under these Terms or an Order, upon any breach or default of any other party under these Terms or an Order, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring. Any waiver of, or consent to any departure from, any provision of these Terms or an Order shall be effective only if in writing and in connection with the specific instance of, and for the specific purpose for, which it is given, and shall not be deemed to extend to similar situations or to the same situation at a subsequent time.
Term and Termination
The Order and the Terms will be effective of the date set forth in the applicable Order, and will continue until the date set forth in the Order, unless otherwise earlier terminated in accordance with this Terms. You and Bravado agree that either party may terminate an Order for any reason by delivering a written notice of termination to the other party not less than 30 days prior to such termination; provided however, that your and Bravado's respective rights and obligations detailed in these Terms and the Compensation Section of all Orders shall survive such termination. For purposes of clarification, if Client: (a) terminates an Order; and (b) later hires or engages an Applicable Bravado User within the applicable Tail Period, then Client shall owe Bravado the applicable Compensation pursuant to the "Compensation" section above and the applicable Order. All notices under this Agreement shall be in writing and delivered to you or Bravado at their address set forth in an Order.
Governing Law
These Terms and any Orders shall be governed and construed under the laws of the State of California, without regard to the conflict of law principles thereof. You and Bravado hereby acknowledge and agree that any dispute, suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement shall be brought in the state or federal courts in the Northern District of California and 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 and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum.
Referral Program
Through the Bravado Jobs Referral Program, individuals who make a successful candidate referral will get paid out according to the below payment terms. Candidate referrals who are already Bravado members are not eligible for the Referral Program. Referrals must be hired within 4 months of sign-up date for these terms to apply.
Referral Program Payment Terms
$1,000 USD for referrals who are hired to a permanent, full-time role in the U.S. or the EU through Bravado Jobs
$100 USD for referrals who are hired to a permanent full-time role outside the U.S. or the EU
These payment terms do not apply to referrals who are hired into Flex roles or other part-time roles.
Contact Information
If you have any questions about these Terms or the Service, please contact Bravado at hello@bravado.co or 268 Bush Street, #2734 San Francisco, CA 94104.