Terms of Service

Last Updated: 05-Jun-2025

1. Introduction

Welcome to The Well Recruiting Solutions. These Terms of Service (“Terms”) constitute a legally binding agreement between The Well Recruiting Solutions (“The Well”, “we”, “us”, or “our”) and you (either a “Client” or “Candidate”, each as defined in Section 3) – each a “Party” – governing your access to and use of our Site and Services. By accessing or using our Services, you agree to comply with and be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services.
If you have any questions about these Terms of Service, please contact legal@emailthewell.com.

2. Eligibility

To use the Services, you must be at least eighteen (18) years of age (or the age of majority in your jurisdiction) and not barred by any law or policy necessary to allow your use of the Services. If you are using or accessing the Services on behalf of a company, organization or other entity (“Entity”), you represent, agree, and warrant that you are authorized to act on behalf of the Entity and to bind such Entity to these Terms.
By paying an invoice referencing these Terms, clicking to accept or agree to the Terms where this option is made available to you, or using our Services in any manner, you accept these Terms in their entirety and represent and warrant that you meet the foregoing eligibility requirements. If you don’t agree to the Terms or are under the age of majority, you may not use the Services. ACCEPTANCE OF THESE TERMS IS REQUIRED FOR USE OF OUR SERVICES AND ANY USE OF OUR SERVICES SHALL CONSTITUTE ACCEPTANCE OF THESE TERMS.

3. Services

The Well is a lead generation, staffing, and recruitment services provider to US-domiciled companies (each in conjunction with its affiliates a “Client”) to facilitate the Client’s recruitment, interviewing, hiring and/or staffing of individuals (each a “Candidate”) to their Entity. Services of The Well include our website at thewell.solutions and other online Channels (collectively the “Site”) including all content posted therein, as well as Candidate research and referrals, jobs postings online, outbound calling and emailing, booking appointments, conducting Candidate screening and/or interviews, the provision of Candidate information to Clients, and other products and services we provide from time to time (collectively the “Services”, inclusive of the Site).
You may only use the Services on behalf of your Entity if you are a controlling person of the Entity, or if a controlling person or authorized governance body of the Entity has provided you with written authorization for the Entity to use the Services. Failure to obtain and maintain such authorization from your Entity prior to and during use of the Services constitutes a material breach of the Terms.

4. Contingency Recruitment

“Contingency” (also “Direct Placement”) recruitment and placement refers to an arrangement under which the Client agrees to pay The Well a Fee upon the hiring or contracting of an Introduced Candidate. An Introduced Candidate is any Candidate who is not actively engaged in hiring or recruitment discussions with the Client (regardless of their foreknowledge of the Client or previous employment with the Client) and who is made aware of the Client job, requisition, role or opening by The Well, regardless of whether the Candidate (a) is formally introduced to the Client by The Well or (b) elects to make direct contact with the Client subsequent to their introduction of the opportunity by The Well. Such date that The Well introduces the Candidate to the Client or the Candidate makes direct contact with the Client is the Introduced Date.

The Fee for Contingency Services is earned if an Introduced Candidate is hired by the Client on a permanent, contract or consulting basis at any time within one year of the Introduced Date, regardless of whether the Candidate is hired for the original job, requisition, role or opening or a different job, requisition, role or opening. Client agrees to provide The Well a copy of the offer letter or contracting/employment agreement (as applicable) within seven (7) days of its acceptance by the Introduced Candidate.

5. Clients and Candidates

As pertaining to the Services, the Client and the Candidate, and not The Well, are each responsible for their respective obligations relating to their use of the Services. The Well cannot and will not intervene in any dispute between a Client and a Candidate arising from use of the Services. The Well is not liable to any Client or Candidate for any claim related to information exchanged or decisions made or withheld originating from or arising out of the Services. Each Client and Candidate is responsible to independently verify any and all information provided by the other and/or by The Well relating but not limited to any job, potential job, posting, offer, email, interview notes, Candidate, Entity, or the Services.
The Well does not endorse any Client or Candidate, nor do we warrant the accuracy or reliability of any information on Client Channels.

5.1. Client Responsibilities

5.1.1. Candidate Communication
As a Client you are fully responsible for the communication (including voice, video, electronic, SMS, etc.) with Candidates introduced to you by The Well. While The Well may from time to time provide insights, best practices or support in these areas, such involvement does not imply or guarantee Candidate attendance or engagement. It is up to the Client to ensure maximum Candidate engagement. The Well does not guarantee or imply Candidate attendance to scheduled meetings or interviews.

5.1.2. Method of Booking
For subscription services (or unless otherwise mutually agreed between the Parties) You must provide and keep accurate at all times at minimum one URL to a calendar booking site or equivalent on which we may book Candidate meetings directly with you. Failure to provide or maintain such link may impact our ability to book Candidate meetings with you. In the case we cannot book Candidate meetings with you due to your booking link not being live or insufficient availability, The Well will not “carry forward” any Candidates due from one month to the next for a subscription service, nor will any consideration be given for refund or pro-ration of funds paid or due for the partially completed month(s).

5.1.3. Quality Acknowledgement
By using the Services, you acknowledge the inherent variation in interpretation and judgement of Candidate quality. While The Well makes best efforts to present to you Candidates who have (or claim to have) certain aptitudes, professional backgrounds, licenses, registrations, levels of education, interpersonal and communication skills, knowledge and awareness of the industry and/or role, not every Candidate presented to you will meet your unique standards, requirements and needs. You are solely and ultimately responsible for determining whether a Candidate meets all needs and requirements of your role, industry and organization.
Only those criteria identified on the invoice (or within the onboarding/intake meeting for Contingency Recruitment arrangements) will be used to determine whether a Candidate was provided in alignment with the Terms and the spirit of this Agreement. Notwithstanding the foregoing, in the matter of any dispute as to whether a Candidate met subjective criteria, The Well shall have the final and ultimate say as to how the subjective criteria shall be interpreted.

5.1.4. Quantity Acknowledgement
By using any subscription-related and/or quantity-based Services, you acknowledge that for any given month The Well may deliver more or less than the Quantity Due in that particular month. The Quantity Due for the current month is calculated as the cumulative quantity due since the start of the Agreement through the prior month plus the quantity due in the current month, less i) the total quantity fulfilled and ii) adjustments according to 5.1.2.
In the case where The Well delivers more than the Quantity Due (“over-delivers”), the over-delivered quantity shall count towards the next month. The Well shall not over-deliver more than one-months’ worth of Candidates at the current subscribed quantity. The Well may deliver less than the Quantity Due (“under-delivers”), provided that The Well shall not under-deliver more than one-months’ worth of Candidates at the current subscribed quantity.

5.2. Candidate Responsibilities

5.2.1. Limited Information
As an external provider of Services to the Client, The Well cannot nor does not know all particulars related to a Client’s business, including but not limited to organization structure, culture, training & development, quality of leadership, compensation plans, performance incentives, or thresholds for promotion or advancement. It is the responsibility of the Candidate to evaluate any given Client based on the unique needs and preferences of the Candidate.

5.2.2. Waiver of Liability
Notwithstanding any other provisions or disclaimers regarding warranty, liability or Candidate obligations, by utilizing the Services the Candidate expressly acknowledges, accepts and agrees that The Well does not imply, promise, warrant or guarantee any interview, placement, hire, advancement, promotion, salary, commission, benefit or compensation plan at any Client or company.

6. License Grant

All information, content and materials provided by the Services (“Content”) remains the sole intellectual property of The Well, and you shall not use the Content other than pursuant to these Terms, or copy, duplicate, reverse-engineer, destroy, sell, publish, or offer for sale or promotion any Content unless agreed upon in writing otherwise. The Content is licensed and never sold. Subject to your compliance with these Terms, The Well grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted use of the Services. You agree that you will not download, copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of The Well or the respective licensors of the Content. The Well and its licensors reserve all rights not expressly granted in and to the Services and the Content. You agree that you will not download any Content unless that specific Content is expressly intended to be downloaded as part of the Services.

7. SMS Consent

By opting into SMS in any way, you agree to receive SMS messages from The Well. This includes SMS messages for appointment scheduling, appointment reminders, career opportunities and other information related to our Services. Message frequency varies. Message and data rates may apply. See privacy policy at https://thewell.solutions/privacy-policy/. Message HELP for help. Reply STOP to any message to opt out.

8. Privacy & Data Security

The Well processes and uses Personal Information (as defined in our Privacy Policy) to provide, analyze, support, and improve our Services, and for other purposes as permitted in these Terms and our Privacy Policy (incorporated herein by this reference). By accessing or using the Services, and providing information to or through the Services, you acknowledge that you have received, read in full, and consent to our Privacy Policy. Additionally, by engaging in conversation with us, you hereby consent to The Well disclosing to current or prospective Clients information about you which may include but is not limited to your professional history, employment information, and information you provide to us or is otherwise available in the public domain (including Personal Information).

If you are a Client, you are fully responsible for the security of data on your applications, platform, website, mobile application, social media account, other online presence (collectively, “Channels”) or otherwise in your possession. You agree to comply with all applicable state and federal laws and rules in connection with your collection, handling, storage, use, security, and dissemination of any Personal Information or professional information in connection with your Channels or use of the Services. Furthermore, you allow The Well to collect, use, and retain any data that you provide to us or authorize us to collect, including but not limited to interviews, hiring and/or compensation information.

9. Fees and Payments

9.1. General
Any specific fees and/or provisions will be outlined on the specific Client invoice and shall take precedence over the provisions of this section, as applicable. Unless otherwise specified, any and all fees paid are non-refundable, non-reimbursable and non-transferable.

9.2. Subscription Fees
Payment for subscription services is required before Services may initialize. As The Well makes significant investments in tools, software, data, and human capital to provide recurring Services, all subsequent payments are due within 7 days (“net 7”) to avoid interruptions in service. The Well reserves the right to modify fees or rates in connection with any Service by providing the Client 30 days’ written notice.

9.3. Contingency Fees
Unless otherwise agreed in writing, the placement Fee (or “Contingency Fee”) for Contingency Recruitment Services is payable in full by the Client upon the Candidate’s offer acceptance.

9.4. Other Fees
Depending on the Services elected, The Well may charge a technology, onboarding, campaign setup, pre-payment fee or similar up-front fee. These fees are due prior to the start of the Services.
The Well reserves the right to charge an administrative fee of up to 4%, or the maximum rate permitted by law or statute, whichever is lower, for payments made by Credit Card. The specific fee will be noted on the invoice.

9.5. Payment
By using the Services, you agree to pay all relevant fees for the Services (“Fees”). You agree that you will only use payment methods belonging to you or those which you are expressly authorized to use. If you subscribe to The Well Services, your subscription will automatically renew on a monthly basis, unless you cancel the Services by providing The Well 30-days written notice prior to the cancellation date. You agree to keep a valid payment method on file for the payment of Fees and to pay all Fees and any other charges incurred by you and any other users of your subscription.

9.6. Late Payment
If you do not pay Fees or other amounts owed on time or if we cannot charge the payment method you have on file for any reason, we reserve the right to either suspend or terminate your access to the Services. In addition, if any payment is not received within 10 days after the due date, then we may assess interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from 10 days after the due date until the date paid. Interest shall be calculated on a monthly basis, and any partial month shall be treated as a full month for purposes of such calculation. If your unpaid Fees are referred to an attorney or collections agency, you shall pay all reasonable attorney’s fees or collections agency fees.

10. Intellectual Property

Any trademark, service mark, logo, icon, content or other work of authorship, and other intellectual property (collectively, “IP”) displayed on our Site belongs to The Well or its licensors, co-branders, or other third parties, and shall not be used by you without the prior written consent of the owner of such IP. All rights to third party IP are reserved to such third parties. You may not use the IP without our prior written consent. You may not post, distribute, reproduce, or sell in any way, any third-party IP without legal authorization. You will indemnify and hold The Well harmless together with our affiliates, subsidiaries, members, managers, officers, employees, agents, representatives, and applicable third parties (e.g., relevant users, co-branders and other commercial partners, licensors, licensees, consultants, and contractors) (collectively “Indemnified Parties”) from and against all losses, now and in the future, related to any unauthorized use by You of any third party IP. If you are a Client, The Well grants you a revocable, nonexclusive, limited license to the Services as permitted by these Terms. Any other use of the Services not expressly provided in these Terms is strictly prohibited. We reserve all rights not expressly granted under the Terms.

11. Confidential Information

11.1. Definition
“Confidential Information” shall mean any and all non-public, proprietary, and confidential information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether disclosed orally, in writing, electronically, or through any other medium, that is marked as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, strategies, financial information, pricing, customer lists, Candidate information, Client information, technical data, know-how, methodologies, designs, specifications, formulas, software, algorithms, inventions, processes, and any other proprietary or confidential information relating to the Disclosing Party’s business, products, or services.

11.2. Exclusions
Confidential Information does not include information that:
(a) Was or becomes publicly known through no breach of this Agreement by the Receiving Party;
(b) Was in the Receiving Party’s possession before receipt from the Disclosing Party, unless such disclosure was made in the course of discussing, evaluating or utilizing the Services;
(c) Is rightfully received by the Receiving Party from a third party without an obligation of confidentiality;
(d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or
(e) Relates to Client culture, values, or interactions, so long as such disclosure is limited only to Candidates for the purpose of assisting Candidates determine alignment or fit with the Client.

11.3. Obligations
The Receiving Party agrees:
(a) To use the Confidential Information solely for the purpose of fulfilling its obligations under this Agreement and not for any other purpose;
(b) To maintain the confidentiality of the Confidential Information with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than reasonable care;
(c) Not to disclose, reproduce, distribute, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees, contractors, or agents who have a need to know the Confidential Information for the purposes of this Agreement and who are bound by obligations of confidentiality no less restrictive than those set forth in this Agreement;
(d) To notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information and to cooperate with the Disclosing Party in every reasonable way to help regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

11.4. Legal Disclosure
If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party shall:
(a) Provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy;
(b) Limit the disclosure to the minimum extent necessary to comply with the legal requirement; and
(c) Make reasonable efforts to obtain assurances that the Confidential Information will be treated confidentially.

12. User Generated Material

In consideration for your use of the Services, you grant to The Well a worldwide, royalty-free, fully paid, and sub-licensable perpetual license to use, reproduce, make derivative works from, distribute, publish, and/or display publicly available representations of you, your Entity, your background, your services, your team or your Site (“User Generated Material”) in whole or in part, by any and all means and media, in connection with advertising, marketing and promoting The Well, our products and our Services. You acknowledge that The Well may modify the User Generated Material as needed and has no obligation to use any User Generated Material. The Well’s use of any User Generated Material does not create or imply any endorsement of or affiliation with you.

13. Prohibited Activities
You are strictly prohibited from using the Services: (a) in a manner that violates any applicable law, rule or regulation; (b) to defraud, deceive or mislead anyone; or if you (c) communicate or transmit content that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar or offensive; (f) promote or engage in discrimination, racism, harassment or hate speech against any individual or group; (g) threaten or promote violence; or (h) engage in any other activity which The Well, in its sole discretion, may determine violates trust, good faith, moral standards or sound judgement (each a Prohibited Activity).
Engagement in any Prohibited Activity may result in the immediate discontinuation of our Services to you, including the removal of any Content or User Generated Material at any time and without notice, and at our sole discretion. We maintain the right to engage law enforcement or other third parties if we suspect or confirm your engagement in Prohibited Activities may violate local or federal law.

14. Term and Termination

These Terms are effective upon the date you begin using the Services in any manner and shall continue for the duration of your use of the Services. The Well may terminate your access to and use of the Services at our sole discretion, at any time and without notice. Contingency Recruitment Clients may terminate this Agreement by providing 15-days written notice of such termination request; non-Contingency Clients may terminate this Agreement by providing 30-days written notice of such termination request. Candidates may terminate use of the Service by providing written request. The Well, at its sole discretion, may consider Candidates who remain inactive or unresponsive after 90 days to have authorized termination. Upon termination of this Agreement: (a) all rights and licenses granted to you herein shall terminate as to the terminated rights; (b) you shall cease all use of the Services that have been terminated; (c) you shall pay any and all Fees due on the next due date; (d) The Well may at its own discretion retain for internal business purposes, remove and/or purge your data and any other information related to providing you the Services; and (e) upon request, each party will promptly return to the other party or delete all Confidential Information of such party in its possession, custody or control. Notwithstanding the foregoing, each party may retain a copy of these Terms and such other Confidential Information of the other party as reasonably required for legal and auditing purposes. We may request that you certify in writing your compliance with this section. Upon termination, we will immediately discontinue your access to the Services. Sections 4, 5, 9-12, 19-22, 24, and 28 will survive termination.

15. Notices

The Well may provide you with notices regarding the Services, which may include changes to these Terms, by email to your email address on file with us, regular mail, or postings to the Services. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. You agree that it is your responsibility to maintain accurate and current contact information with Well Recruiting Solutions and to regularly review any updates to the Terms of Service located on our website.

16. Consent to Electronic Signature

By accessing or using the Services, typing your name into any of our electronic forms and/or clicking a box indicating your acceptance, you consent to (a) The Well communicating with you electronically; (b) receiving all applications, notices, disclosures, and authorizations (collectively, “Records”) from us electronically; and (c) entering into agreements and transactions using electronic Records and signatures. Federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. You must have a web-enabled device, connection to the internet, an active email account, and the ability to receive and read PDF files to conduct business with us electronically. You are responsible for keeping your own Records. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic records from us, please contact us at legal@emailthewell.com.

17. Third Party Tools and Websites

The Services permit users to access and make use of certain third-party tools. We do not endorse third party tools and you recognize that the information on the Site is for informational purposes only. You must exercise your own judgement in determining whether the tools are appropriate for your needs.
Links to third-party websites from the Services are provided solely for your convenience. The Well is not responsible for the content of any other Sites, nor do we make any representations about the content or accuracy of material on any other Sites. Inclusion of any linked Sites on our Site or via our Services does not imply our approval or endorsement of the Site or contents. Please be aware that when you click on links that take you to external websites, you do so at your own risk and you will be subject to their privacy policies and practices and not ours. Any concerns regarding any such website, service, or resource should be directed to the website’s owner or operator.

18. Force Majeure

No Party shall not be liable for, nor shall a Party be considered in breach of this Master Agreement due to, in whole or in part, any delay, failure, or inability to perform the Services, Products, or Deliverables or other obligations under this Master Agreement as a result of a cause beyond its reasonable control, including, without limitation, any act of God or a public enemy or terrorist (whether foreign or domestic); threat of terrorism; any act, omission, or delay in action of any military, governmental, quasi-governmental, or regulatory authority or agency; any local, state, regional, or federal emergency; change in any law, rule, or regulation; any fire, flood, earthquake, landslide, storm, natural disaster, or other like event; any illness, disease, epidemic, or pandemic; any quarantine, self-quarantine, shelter-in-place, or like preventive measure issued or recommended by any governmental or quasi-governmental authority or agency; any disruption or outage of communications, power, or other utility.

19. Disclaimer of Warranties

USE OF THE SERVICES IS AT YOUR SOLE RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY LOSSES OR CLAIMS THAT RESULTS FROM SUCH USE. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR LICENSORS, IF ANY, EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY AS TO THE PERFORMANCE OF ANY THIRD PARTY, INCLUDING ANY VENDOR. NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NEITHER WE, NOR ANY OF OUR LICENSORS, MAKES ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, OR THAT DEFECTS IN THE SERVICES IN WHOLE OR IN PART, INCLUDING SOFTWARE, WILL BE CORRECTED. THE WELL MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OF THE SERVICES.

20. Limited Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF WELL RECRUITING SOLUTIONS, INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES (COLLECTIVELY, “WELL RECRUITING SOLUTIONS”), FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR ANY OTHER MATTER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO WELL RECRUITING SOLUTIONS FOR THE SERVICES DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
THIS LIMITATION APPLIES TO ANY AND ALL CLAIMS, INCLUDING WITHOUT LIMITATION, CLAIMS FOR BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND ANY OTHER TORT OR CAUSE OF ACTION. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT, MEANING THE CAP ON LIABILITY FOR MULTIPLE CLAIMS WILL NOT EXCEED THE SPECIFIED AMOUNT.
IN NO EVENT SHALL WELL RECRUITING SOLUTIONS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WELL RECRUITING SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

21. Indemnity

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE WELL, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES) ARISING FROM: (I) YOUR USE OF AND ACCESS TO THE SERVICE; (II) YOUR BREACH, NON-COMPLIANCE, OR VIOLATION OF ANY TERMS OF THESE TERMS OF SERVICE OR OUR PRIVACY POLICY, BY YOU OR ANYONE UNDER YOUR OR YOUR ENTITY’S DIRECTION AND CONTROL; (III) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; (IV) ANY ACTUAL OR POTENTIAL CLAIM THAT YOUR CONTENT CAUSED DAMAGE TO A THIRD PARTY; (V) ANY ACT OR OMISSION OF YOURS OR ANYONE UNDER YOUR OR YOUR ENTITY’S DIRECTION OR CONTROL; AND/OR (VI) YOUR VIOLATION OR ALLEGED VIOLATION OF ANY LAW OR RIGHT OF ANY THIRD PARTY.

YOU MAY NOT INVOLVE US OR ANY OTHER INDEMNIFIED PARTY IN ANY DISPUTE, INCLUDING LITIGATION, ARISING OUT OF OR RELATED TO ANY HIRING DECISION OR INDECISION, AGREEMENT, OR ARRANGEMENT YOU MAY HAVE WITH ANY OTHER CLIENT OR CANDIDATE, RETAILER, OR OTHER THIRD PARTY ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES (“DISPUTE”). IF YOU ATTEMPT TO DO SO YOU SHALL: (I) PAY ALL COSTS AND REASONABLE ATTORNEYS’ FEES INCURRED IN CONNECTION THEREWITH BY US, ANY OF OUR AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, AND YOU SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM ALL LOSSES INCURRED BY ANY OF THEM AS A RESULT, AND (II) THE JURISDICTION FOR ANY SUCH DISPUTE SHALL BE LIMITED TO THE JURISDICTION SET FORTH BELOW.

22. Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of law principles. Any disputes arising under or relating to these Terms that cannot be amicably settled between the parties shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Carver County, Minnesota.
The decision of the arbitrator shall be final and binding on the Parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties agree that any arbitration shall be conducted on an individual basis, and not as part of a class, collective, or representative action.

23. Equitable Relief

You acknowledge and agree that a breach or threatened breach of any provision of these Terms by you, particularly with respect to the obligations related to Confidential Information, Intellectual Property, and Non-Solicitation, could cause The Well irreparable harm for which monetary damages may be inadequate. Accordingly, The Well shall be entitled to seek immediate injunctive or equitable relief, including specific performance, in addition to any other remedies available at law or in equity, without the necessity of posting a bond or proving actual damages.
Such equitable relief shall be cumulative and not exclusive, meaning that it does not preclude The Well from seeking any other legal or equitable remedies in conjunction with or in lieu of such relief.

24. Revisions

The Well reserves the right to revise these Terms by updating the Terms of Service posted to our Site without prior notice. Your continued use of our Services following such changes will constitute your acceptance of such changes. If you do not agree with the updated Terms, you must cease using the Services immediately. You are advised to periodically visit this page to stay informed of any changes.

25. General
25.1. Relationship of the Parties
The parties’ relationship, as established by these Terms, is solely that of independent contractors. These Terms do not create or imply any partnership, joint venture, employment or similar business relationship between the parties.

25.1. Accurate Information
By using the Services you agree to provide only true and accurate information to The Well and to update us when information previously provided to us related to your use of the Services has changed. For updates related to any Personal Information, please see our Privacy Policy.

25.1. Non-Exclusive Basis
Client acknowledges and agrees that the Services will be provided by The Well on a non-exclusive basis and that The Well may, at any time and without restriction, provide same or similar Services, including Candidate information, to any other person or entity. Similarly, The Well acknowledges and agrees that the Client utilizes the Services on a non-exclusive basis and that the Client may seek and utilize similar services from another vendor at any time and without restriction, provided that Client abides by any and all Confidentiality provisions or requirements.

25.2. Non-Solicitation
During the Term and for a period of one year following the expiration or termination of this Agreement, Client will not directly or indirectly employ, or engage as an independent contractor, any of The Well employees or contractors, or otherwise interfere in any manner with Client’s employment relationship with any such individual.

25.3. Notification of Status
Each Client should communicate their most current disposition, status, or hiring decision of each Candidate provided by the Well on a basis no less frequently than monthly (unless otherwise specific herein).

26. Entire Agreement

Except as otherwise stated herein, these Terms and the agreements incorporated by reference herein constitute the entire and exclusive understanding and agreement between The Well and you regarding the Services and supersede and replace any and all prior oral or written understandings, agreements and contracts between The Well and you regarding the Services.

27. Conflict of Terms

In the event of any conflict or inconsistency between the terms set forth in this Agreement and the terms specified in any invoice issued by Well Recruiting Solutions, the terms of the invoice shall prevail and take precedence over the terms of this Agreement solely to the extent of such conflict or inconsistency.

28. Severability

Failure by The Well to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. Except as expressly set forth herein, the exercise by either Party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.