Handoff Partner Agreement
The following terms and conditions (the “Partner Terms”) are a legal contract between Partner and Handoff, and governs the use of and access to the Handoff Services. By executing an Order Form, selecting the “agree” or “accept” option in an online account setup form, or by using the Handoff Services offered subject to these Partner Terms, Partner agrees to be bound by these Partner Terms. Please read them carefully before proceeding.
PARTIES
In these Partner Terms, “Handoff” refers to Team Handoff, PBC, and “Partner” refers to the purchaser of the Handoff Services identified on an executed Order Form. Any individual subscribing to or using the Handoff Services in the name of or as part of his or her responsibilities within a company or other organization, or who submits to the Handoff Services data controlled by such company or organization, represents and warrants that they are authorized and intends by those actions to bind the company or other organization to these Partner Terms.
DEFINITIONS
“Agreement” means these Partner Terms and an Order Form agreed by the parties.
“Candidate” means potential employees for Partner job-sharing positions.
“User” means an individual employee of Partner who has been assigned unique credentials to access and use the Handoff Platform Service, whether or not that individual is accessing or using the Handoff Platform Service at any particular time.
“Partner Data” consists of data that Partner and Users make available for processing by the Handoff Services and the results of the Handoff Services’s processing of the Partner Data.
“Handoff Platform Service” means the Handoff hosted service enabling job sharing.
“Handoff Services” means Handoff’s Candidate recruiting services and the Handoff Platform Service enabling job sharing, as stated on the Order Form.
“Order Form” means Handoff’s online or written order form or account setup form or other written agreement referencing these Partner Terms, as submitted by Partner and accepted by Handoff, that specifies the commercial terms and feature set for Partner’s use of the Handoff Services.
“Term” means the period for which Handoff makes the Handoff Services available to Partner as stated in the Order Form, and any Renewals as set forth below.
HANDOFF RECRUITING SERVICES
Recruiting. Partner will pay Handoff the placement fee as set forth in the Order Form. Handoff agrees to refer Candidates to Partner for the job-sharing positions identified by Partner in the Order Form or as otherwise identified to Handoff and agreed in writing from time to time (an exchange of emails to suffice). Partner will notify Handoff when they have either hired or declined to hire a Candidate, and will use reasonable efforts to keep Handoff otherwise apprised of the progress of Candidates through the hiring process and to provide feedback to Handoff regarding the Candidates.
Replacement Candidates. If Partner terminates the employment of a hired Candidate for cause, and Handoff agrees that such termination was reasonable:
(a) If Partner terminates the employment of any hired Candidate within the first 90 days of the Candidate’s employment, Handoff first agrees to refer a replacement Candidate at no charge to Partner. If a replacement Candidate cannot be referred to Partner under this paragraph, Handoff will refund the placement fee for the original hired Candidate if requested by Partner.
(b) If Partner terminates the employment of any hired Candidate during the second 90 days of the Candidate’s employment, Handoff agrees to provide a replacement Candidate for a placement fee of 50% of the original placement fee paid for the original hired Candidate.
HANDOFF PLATFORM SERVICE
Authorization to Use. Subject to Partner’s compliance with the Agreement, Handoff will provide Users with access to and use of the Handoff Platform Service for the Term, solely for Partner’s internal business purposes and in accordance with the documentation provided for the Handoff Platform Service. Partner and its Users will access the Handoff Platform Service using the credentials assigned by Handoff or a single sign-on integration when and as available. The use of the Handoff Platform Service is further subject to any usage limitations indicated in the Order Form.
Support. Handoff will provide technical support in connection with the Handoff Platform Service consisting of e-mail, chat or telephone assistance in accordance with Handoff’s then-current support policies.
Restrictions. Partner will not, and will not permit others to: (a) copy, modify, or reverse engineer the Handoff Platform Service or any other associated software or materials (except to the extent that applicable law specifically prohibits or restricts reverse engineering restrictions); (b) provide any third parties with access to any of the Handoff Platform Service, except that Partner may allow the personnel of its corporate affiliates to access and use the Handoff Platform Service if Partner is fully liable for such use and such personnel’s and corporate affiliates’ compliance with the Agreement: (c) evade or disable any security measure or monitoring system provided or used by Handoff in connection with the Handoff Platform Service; (d) unless otherwise agreed in writing by Handoff, access the Handoff Platform Service via any automated system or through any interface not provided by Handoff; (e) introduce into the Handoff Platform Service any software, virus, worm, “back door,” Trojan Horse, or similar harmful code; (f) access or use the Handoff Platform Service for any unlawful purpose, or for any benchmarking, performance-monitoring, or competitive purposes; (g) post, upload, or otherwise contribute any content to the Handoff Platform Service which (i) infringes, misappropriates or violates any third party right, or (ii) is defamatory, obscene or pornographic; or (h) interfere or attempt to interfere in any manner with the proper workings of the Handoff Services. All rights in the Handoff Platform Service and any other associated software or materials not expressly granted herein are reserved.
Third Party Integrations. Handoff may offer Partners the option of sending data and information to, and receiving data and information from single sign-on, workplace management, email, communications, or other services provided by third parties (“Third Party Integration Providers”). Such functionality may be subject to additional fees if not part of the basic Handoff Platform Service. Partner is solely responsible for establishing and complying with a contractual relationship with any such Third Party Integration Providers, and providing any necessary access rights and credentials to Handoff to enable integration with such Third Party Integration Providers. Handoff shall not be responsible or liable for any loss alteration, or unauthorized disclosure or corruption of Partner Data or any other harm arising from or in connection with Handoff’s integration with such Third Party Integration Providers.
Responsibilities in Using Handoff Services. Partner is and shall remain liable for all activities that occur under its Handoff Platform Service accounts, all actions and omissions of its Users hereunder or under any applicable separate agreement, and for ensuring that its Users comply with the terms of this Agreement, Partner’s policies, including without limitation its personnel, content, and security policies. Handoff reserves the right to immediately suspend, in whole or in part, Partner’s access to the Handoff Platform Service and Handoff’s provision of the Handoff Platform Service in order to prevent imminent harm to Handoff or a third party.
Compliance. Partner shall use the Services exclusively for proper and legal purposes. Partner will comply with all applicable laws, and all policies of and Partner agreements with any Third Party Integration Provider that Partner elects to use.
DATA, PARTNER LICENSES AND OWNERSHIP
Partner Data. During the Term of this Agreement, Partner hereby grants Handoff a royalty-free, nonexclusive, worldwide license under all of Partner’s intellectual property rights in and to the Partner Data to adapt, modify, create derivative works of, perform, display, reformat, translate, excerpt (in whole or in part), publish, transmit and distribute the Partner Data, in each case to enable Handoff to operate the Handoff Platform Service on Partner’s behalf. Partner may, using the tools if and as provided in the Handoff Platform Service, export a copy of Partner Data at reasonable intervals and subject to any limitations in the Order Form.
Personal Data. Partner and Handoff will each comply with all applicable laws and regulations in connection with its processing of any Partner Data consisting of personally identifiable information, personal information, or personal data (collectively “personal information”), as such terms are defined under the California Consumer Privacy Act, Virginia Consumer Data Protection Act, EU General Data Protection Regulation 2016/679 (“GDPR”) and other applicable privacy laws. Partner shall not use the Handoff Platform Service to collect or process any data in the “special categories of personal data” under the GDPR, or that is otherwise subject to heightened restrictions relating to the transmission or processing of data for the jurisdictions in which Handoff and Partner operate, such as (by way of example only) the Health Insurance Portability and Accountability Act, the Children’s Online Privacy Protection Act, and the standards promulgated by the PCI Security Standards Council. Partner shall not use the Handoff Platform Service to transmit any bulk unsolicited commercial communications.
Treatment of Partner Data. Handoff will retain Partner Data subject to any time or storage limitations set forth in the relevant Order Form for the Handoff Services, and may delete or decline to store Partner Data older than the prescribed age for deletion, or in excess of the disclosed storage limitation, and will not disclose the Partner Data to any third party except as stated in these Partner Terms.
Ownership; Feedback. Handoff agrees that as between Handoff and Partner, Partner will own the Partner Data. As between Handoff and Partner, the Handoff Services and all software, data and technologies embodied in or used to provide the Handoff Services, and all intellectual property rights in or relating to any of the foregoing, is owned by Handoff. Partner and / or Users may choose to submit comments, suggestions, enhancement requests, or recommendations (collectively, “Feedback”) about the Handoff Services or other Handoff offerings. Handoff shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate any Feedback into the Handoff Services or other Handoff offerings. Provided that neither Partner nor any individual can be identified from the data in the form retained by Handoff, Handoff may retain and use Partner Data solely in a de-identified, aggregated form to provide, improve, support, and report on the use of the Handoff Services.
TERM AND TERMINATION
Duration and Renewal. Partner’s right to use the Handoff Services under the Agreement shall continue through the Term. If no initial Term is specified in the Order Form, the initial Term will be one (1) year from the effective date of the Order Form. Except as otherwise specified in the Order Form, the Term will renew automatically renew for successive one (1) year periods (each, a “Renewal”) until either party notifies the other of its intent not to renew thirty (30) days prior to the end of the then-current Term or terminates the Agreement under Section 6.2 below.
Termination. A party may terminate this Agreement for a material breach by the other party that remains uncured more than 7 days after receiving written notice of the breach.
Effect of Termination. Upon expiration or termination of this Agreement, Partner’s and Users’ right to access and use the Handoff Services shall immediately terminate. Partner and Users shall immediately cease all use of the Handoff Services, and each party shall return or destroy and make no further use of any Confidential Information, materials, or other items (and all copies thereof) belonging to the other party. Handoff will continue to make the Handoff Platform Service available for thirty (30) days after any termination solely to allow Partner to export Partner Data using the tools in the Handoff Services. Handoff will destroy or otherwise dispose of any Partner Data in its possession following such thirty (30) day period.
Survival. The following provisions will survive expiration or termination of the Agreement: Sections 1, 2, 4.3, 5, 6.3, 6.4, 7 (to the extent of any outstanding payments), and 8 through 12.
FEES AND PAYMENT
Fees. Partner shall pay the fees set forth in the Order Form. Handoff may change the Handoff Services fees at any time after the Initial Term set forth in the Order Form effective as of the start of the first Renewal after notice of such changes. Unless otherwise set forth in an Order Form, Handoff shall (as applicable) bill or invoice Partner in advance for any placement fees, subscription fees or minimum fees. Partner will pay by ACH, other mutually agreed electronic funds transfer method, or by credit card. Credit card payments may be subject to a processing surcharge. If Partner pays by credit card, Partner’s credit card will be charged automatically for the fees accrued. Each invoice is otherwise due and payable thirty (30) days following the invoice date. Handoff uses a third-party payment processor (the “Payment Processor”) for credit card payments. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. Handoff is not responsible for errors made by the Payment Processor, or otherwise in connection with the processing of transactions. Overdue payments will accrue interest at the rate of one and one half percent (1.5%) per month, but in no event greater than the highest rate of interest allowed by law.
Taxes. The fees specified in these Partner Terms are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). Partner shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than Handoff’s U.S. federal and state income taxes. Such Taxes will be itemized in the applicable invoice.
CONFIDENTIALITY
Obligations. “Confidential Information” means (subject to the exclusions below) any non-public information relating to or disclosed in the course of the parties’ respective use and provision of the Handoff Services that should be reasonably understood to be confidential. The Handoff Platform Service is Handoff Confidential Information. The Partner Data are Partner Confidential Information. The receiving party will use the same care to protect Confidential Information as it uses for its own similar information, but no less than reasonable care, and will use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under these Partner Terms. The receiving party will limit the distribution and communication of the disclosing party’s Confidential Information to its affiliates and the employees, subcontractors, or other agents of the receiving party or the receiving party’s affiliates (collectively, “Representatives”), who have a need to know such Confidential Information for the purposes of this Agreement, and who have a legal obligation to keep it confidential. Each party shall be responsible for the actions or omissions of its Representatives in connection with the Confidential Information as if it had itself acted or failed to act. The receiving party will promptly return or destroy the other party’s Confidential Information upon request.
Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already in possession of the receiving party without confidentiality restrictions at the time of receipt from the other party, as evidenced by written records; or (c) was independently developed by the receiving party without violation of this Section. If a receiving party is required to disclose Confidential Information by law, the receiving party will promptly notify the disclosing party and reasonably cooperate with its efforts to limit or protect the required disclosure, but will otherwise not be in violation of this Section on account of making the required disclosure.
WARRANTIES
By Handoff. Handoff represents and warrants that: (a) it uses industry standard precautions to prevent the Handoff Platform Service from containing or transmitting malicious code intended to corrupt software or systems on which it operates; and (b) to Handoff’s knowledge, the Handoff Platform Service does not infringe or misappropriate the intellectual property rights of any third party or violate any law. Handoff will have no responsibility or obligations under the foregoing warranty or otherwise with respect to the use of the Handoff Platform Service other than in accordance with this Agreement or the documentation provided for the Handoff Platform Service, or the combination of the Handoff Platform Service with any materials or technology provided by Partner or any third party.
By Partner. Partner represents and warrants that it has all necessary rights in the Partner Data for the use contemplated in the Agreement.
Disclaimers. Except as expressly provided for in these Partner Terms, the Handoff Services are provided “as is” without warranty of any kind, whether express, implied, statutory or otherwise. Each party disclaims, without limitation, any warranties not set forth herein, express or implied, including without limitation, warranties of merchantability or fitness for a particular purpose.
INDEMNIFICATION
Indemnification. Subject to the terms of this Section 10, each party will defend the other party against claims, demands, suits or proceedings made or brought by a third party (“Claims”) against the other party, and will indemnify the other party against any damages awarded by a court or settlement amounts agreed to be paid in connection with such Claims, to the extent based upon an allegation of violation of applicable law or infringement or misappropriation of such third party’s intellectual property rights in connection with (for Partner as the indemnifying party), the use of the Handoff Services or (for Handoff as the indemnifying party) the provision of the Handoff Services.
Limitations; Mitigation Measures.
(a) Section 10.1 states the entire obligation of Handoff with respect to any alleged or actual infringement or misappropriation of intellectual property rights. Handoff shall have no liability under this Section 10 to the extent that any Claims are based on: (x) any combination of the Handoff Services with products, services, methods, content or other elements not furnished by Handoff if such infringement would have been avoided by use of the Handoff Services alone; or (y) any use of the Handoff Services in a manner that violates the Agreement or the documentation provided for the Handoff Platform Service.
(b) In the event of any Claim or potential Claim concerning intellectual property infringement or misappropriation covered by Section 10.1, Handoff may, in its discretion, seek to mitigate the impact of such Claim by modifying the Handoff Services to make them non-infringing, and/or by suspending or terminating Partner’s use of the Handoff Services upon reasonable notice to Partner (provided, in the case of such suspension or termination, that Handoff will refund to Partner a portion of fees prepaid by Partner for the then-current subscription period, prorated to the portion of that subscription period that is affected by the suspension or termination).Procedures. Each party’s indemnity obligations are subject to the following: (a) the aggrieved party will promptly notify the indemnifier in writing of the applicable Claim; (b) the indemnifier will have sole control of the defense and settlement of the Claim (provided that the indemnifier may not settle any Claim without the aggrieved party’s prior written consent, not to be unreasonably withheld); and (c) the aggrieved party will, at the indemnifier’s expense, provide all information and assistance the indemnifier reasonably requests for the defense of such Claim.
LIMITATION OF LIABILITY
In this Section, “liability” means any liability, whether under contract, tort, or otherwise, including for negligence. Neither party will have any liability arising out of or relating to the Agreement for indirect, special, incidental or consequential losses (whether or not foreseeable or contemplated by the parties at the Effective Date), exemplary or punitive damages, or the other party’s lost revenues, profits, or data. Handoff's aggregate liability arising out of or relating to the Agreement will not exceed the amount payable to Handoff under the applicable Order Form for the 12 months preceding the event giving rise to liability.
MISCELLANEOUS
Assignment. Neither party may assign the Agreement without the other party’s prior written consent, which will not be unreasonably withheld. Notwithstanding the foregoing, each party may transfer this Agreement as a whole upon written notice to the other party: (a) to any corporate affiliate of the transferring party or (b) to any successor-in-interest by acquisition, merger, or sale of all or substantially all of the assets of the transferring party. Any attempt to assign the Agreement except as permitted under this Section will be null and of no effect. The Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.
Force Majeure. Neither party shall be liable for any delay or failure in performance (other than non-payment of amounts owing) due to causes beyond its reasonable control.
Export Compliance. Partner agrees to comply fully with all relevant export laws and regulations of the United States and other applicable jurisdictions in connection with the Handoff Platform Service, and any direct product thereof.
Severability; Waiver. If any part of the Agreement is held unenforceable or invalid, in whole or in part, by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach of that or any other provision.
Notices. All notices permitted or required under the Agreement shall be in writing, will reference the Agreement, and shall be delivered in person, by overnight courier or express delivery service, or by first class, registered or certified mail, postage prepaid, or by confirmed email delivery, to the address of the party specified on the Order Form or such other address as either party may specify in writing. Such notice shall be deemed to have been given upon receipt.
Governing Law. The Agreement will be governed by both the substantive and procedural laws of New York, excluding its conflict of law rules and the United Nations Convention for the International Sale of Goods. Any legal action or proceeding arising under the Agreement will be brought exclusively in the federal or state courts located in New York County, New York and the parties irrevocably consent to the personal jurisdiction and venue therein.
Entire Agreement; Priority. The Agreement, and any documents expressly referenced herein (including the Order Form) constitute the entire agreement, and supersedes all prior or contemporaneous oral or written agreements, regarding the subject matter hereof. Any amendment or modification to this Agreement must be in writing signed by both parties. Terms and conditions set forth in any purchase order or other document provided by Partner to Handoff shall not apply. The Agreement may be executed in counterparts (including by facsimile, or by email in portable document format (.pdf)), each of which will be deemed an original, but all of which together will constitute one and the same instrument.
If you have any questions please contact us at legal@handoff.com or Legal Department, Team Handoff, PBC, 80 Broad Street, Floor 30, New York, NY 10004.