Terms of Use

1. Introduction

Welcome! This Agreement ("Agreement") is entered into by and between GlobalPros Inc. ("GlobalPros," "We," "Our," or "Us") and you ("You" or "Client"). By accessing and using the GlobalPros Platform and Services, you agree to be bound by this Agreement, including our Privacy Policy and Data Processing Agreement, which are incorporated by reference. If you do not agree with any part of this Agreement, you must not use the Platform and Services. This Agreement applies to all GlobalPros services, including those provided to Clients seeking to hire or engage tech talent ("Candidates") and Candidates seeking employment opportunities.

2. Services

This Agreement applies to all GlobalPros services provided to registered users, including but not limited to those seeking employment and/or contractor opportunities ("Candidates") and companies interested in hiring or engaging Candidates ("Clients").

2.1 Agencies and RPOs. Using the GlobalPros AI TalentSync Community ("the Community"): You will pay a subscription fee per month per seat ("the Subscription") for contact information or interview requests of tech talent from the Community, all of whom have been assessed for technical and soft skills that match job descriptions you input or create with AI on the Platform. Limitations apply on the number of candidates you can request contact information for or request to interview, depending on the plan selected.

2.2 Employers.

• Direct Hires Using the GlobalPros AI TalentSync Community: See 2.1 above.
• Contract Hires Using the GlobalPros AI TalentSync Community: If you elect to contract hire, meaning that GlobalPros will manage candidates’ HR expenses and bear the misclassification risk, you will be charged a monthly fee per contract hire in addition to your monthly subscription fee for this service. This additional monthly fee terminates when the candidate’s contract ends. For “Contracts to hire,” no fee is due or additional cost incurred when you exercise your option to direct hire the candidate.

2.3 Using the Technology. Using the Technology: For agencies, RPOs and employers included in your subscription is the ability to create, match, and rank an in-house database of tech talent assessed for technical and soft skills with job descriptions you input or create with AI using the Technology with its embedded assessment capabilities. Limitations apply to the number of candidates you can assess depending on the plan selected.

3. Registration and Account Information

3.1 Account Creation. In order to use Our Services, You must register for an account. In registering, You agree to provide accurate, current, and complete information about Yourself ("Registration Data") and update it, as necessary. If GlobalPros has reason to believe that Your Registration Data is inaccurate, outdated, or incomplete, GlobalPros may suspend or terminate Your account.

3.2 Account Use. You agree You will not: (a) create an account using a false identity or information that is not your own; (b) have more than one account; or (c) create an account or use the Services if You have been previously removed from the Services. You are responsible for maintaining the confidentiality of Your password and account and will be fully responsible for any and all activities that occur under Your account. You agree to immediately notify Us of any unauthorized use of Your account or any other breach of account security.

4. Use Condition

4.1 General Use. You agree to use the GlobalPros Platform solely for lawful purposes and in compliance with this Agreement. Unauthorized use, including the creation of multiple accounts, false identities, or use of automated systems to access the Services, is prohibited.

4.2 How It Works. The Technology provides the same embedded assessment, matching, and ranking capabilities as described in the Services section. GlobalPros AI and machine learning Technology ("the Technology") with its embedded technical and soft skill assessments precisely matches and ranks assessed candidates using first party data from hundreds of job descriptions and millions of candidate CV data points. The GlobalPros machine learning model ("the Model") perpetually improves the ranking algorithm with each transaction, leading to higher quality hires and reduced bad hire costs.

5. Third Party Agents and Services

5.1 Third Party Agents. Clients may permit third-party agents to use the Service on their behalf ("Third-Party Agents") but will remain fully responsible for their Third-Party Agents’ actions. Any breach of this Agreement by a Third-Party Agent shall be deemed to be a breach by the Client. The Service is to be accessed by Clients and its designated Users only and only for Clients’ internal business purposes, not for resale or unauthorized distribution to any third-party.

5.2 Third Party Services. GlobalPros may provide You or provide Your Content to certain third-party services or third-party service providers (collectively "Third-Party Services") which may also provide You with links to sites, job postings, email, and telephone correspondence, and other offers outside of the GlobalPros network. Such Third-Party Services are provided "AS IS" without indemnification, support, or warranty of any kind. You are responsible for evaluating whether You want to access or use such Third-Party Services.

6. Your Content

6.1 Content Ownership. As Users of Our Services, all information You post, transmit, or submit through Our Services ("Content") is intended to be shared with other Users. By submitting any Content to Us, You hereby represent and warrant that You own all rights to the Content and/or alternatively that You have the right to give Us the license described below, including the correct and legal permissions and consents for any personally identifiable information You may provide to or upload by way of the GlobalPros Service(s).

6.2 Licensing to GlobalPros. You hereby grant to GlobalPros and its owners, affiliates, representatives, licensees, licensors, and assigns (the "GlobalPros Parties") a non-exclusive, fully paid, royalty-free, world-wide universal, transferable license to display, modify, publicly perform, distribute, store, broadcast, transmit, and reproduce Your Content, logo(s), service marks, trademarks, and trade names in conjunction with the Services, including in developing, enhancing, and supporting the Services.

7. Intellectual Property Rights

7.1 Assignment to Client. All intellectual property rights in any deliverables delivered by contract talent ("Deliverable") or arising out of the Services performed by the contract talent will become the property of Client immediately upon full payment of all amounts due and owing. Immediately upon such payment, GlobalPros hereby assigns to Client or its designee all rights, title, and interest of GlobalPros in and to any and all such intellectual property rights throughout the world.

7.2 GlobalPros Software Ownership and Licenses. Any software provided by GlobalPros ("Software"), and all worldwide intellectual property rights therein are the exclusive property of GlobalPros. All rights in and to the Software not expressly granted to you in this Agreement are reserved by GlobalPros. You acknowledge that the Software and its structure, organization, and source code constitute valuable trade secrets of GlobalPros. Accordingly, except as expressly allowed under this Agreement, you will not: (i) copy, modify, adapt, alter, translate, or create derivative works from the Software; (ii) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party; or (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software.

8. Billing and Payment

8.1 Subscription Fees. For any talent you select and engage through GlobalPros, Client agrees to make subscription payments in accordance with the pricing and payment terms specified in your invoice. All fees are due and payable by Client immediately on receipt of an invoice for such fees. Annual prepayments of fees are subject to discounts per plan. Past due payments accrue interest at a rate of the lesser of 1.5% per month or the highest applicable lawful rate.

8.2 Overage Fees. All plans have contact information, interview request, or assessed candidate limitations. Should these limitations be exceeded, Client agrees to pay such overages in the amounts per Overage specified in their selected plan. Overages will be invoiced in the succeeding month in which they were incurred.

8.3 Expenses. Client must pre-approve in writing all expenses for reimbursement. GlobalPros is entitled to reimbursement from Client only for documented “out-of-pocket” and travel expenses that are reasonably incurred and necessary for GlobalPros’s performance of the Services requested by Client.

8.4 Taxes. Client shall be responsible for any sales, use, or value-added taxes it owes in connection with the Services that the law requires GlobalPros to collect from Client. In the event that GlobalPros is required to pay any tax for which Client is responsible, Client shall promptly reimburse GlobalPros for such payments.

9. Term and Termination

9.1 Agreement Term. This Agreement commences on the Effective Date and continues on a monthly basis ("Initial Term"). After the Initial Term, this Agreement will automatically renew for successive one-month periods ("Renewal Term") unless terminated by either party.

9.2 Termination by You. You may terminate this Agreement at any time by providing written notice to us at least 30 days prior to the end of the then-current Renewal Term. Termination will be effective at the end of the current billing cycle.

9.3 Termination by Us. We may terminate this Agreement for any reason or no reason by providing at least 30 days' written notice to you. We may also terminate this Agreement immediately if you breach any material term or condition of this Agreement, fail to pay any amount due, or violate any applicable laws.

10. Limitation of Liability.

Except for liabilities resulting from either party’s intentional and/or willful misconduct, fraud, or a breach of Confidentiality obligations, each party’s liability hereunder shall not exceed the fees paid or payable by Client within the one-year period immediately preceding the date that the alleged wrongful act first occurred. Neither party shall be liable to the other for any special, consequential, incidental, punitive, or other indirect damages arising out of the Services.

11. Indemnification

GlobalPros agrees to indemnify Client and Client’s directors, officers, affiliates, employees, personnel, and agents against any and all losses, damages, penalties, settlements, costs, and expenses (including reasonable attorneys’ fees) arising from GlobalPros’s breach of its obligations under this Agreement. Client agrees to indemnify GlobalPros against any and all losses arising from Client’s breach of this Agreement.

12. Confidentiality

Both parties agree to protect each other's confidential information and use it only for the purposes of fulfilling their obligations under this Agreement. Confidential Information does not include information that is publicly known, independently developed, or disclosed under legal obligation.

13. Compliance, Governing Law, and Dispute Resolution

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to its principles regarding conflicts of law.

13.2 Dispute Resolution. Any disputes shall be resolved through binding and confidential arbitration governed by the AAA’s Commercial Arbitration Rules. The exclusive venue for any litigation shall be Palm Beach County, Florida.

14. Modifications and Amendments

GlobalPros reserves the right to modify this Agreement at any time. Changes will be effective immediately upon posting on the GlobalPros Site. Your continued use of the Services constitutes your acceptance of the new terms.

15. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings. Any amendments must be in writing and signed by both parties.

16. Force Majeure

Neither party will be liable for any failure to perform due to causes beyond their reasonable control, including natural disasters, acts of war, or other unforeseen events.