General Terms & Conditions

These General Terms and Conditions (“Terms”) are incorporated into and govern the Reseller Order Form (“Order Form”, collectively with these Terms, “Agreement”) entered in between the Customer identified on the applicable Order Form and Recsolu, Inc. d/b/a Yello (“Yello”) for Yello’s provision, as a reseller, of certain UrbanBound, Inc. (“UrbanBound”) products and services to Customer as set forth in the applicable Order Form. Customer, Yello, and Urbanbound may each be referred to as a “Party” and collectively the “Parties”. Any capitalized terms used herein but not defined shall have the same meaning given elsewhere in the Agreement. 

1. General

1.1 Provision of the Platform and Services. Yello’s third-party supplier, UrbanBound, has authorized Yello to offer limited access to UrbanBound’s online proprietary platform (e.g., website) (“Platform”) to facilitate the provision of recruitment and related services (“Services”) for the Customer’s internal business purpose. The Services will be provided in packages defined by these terms and conditions, UrbanBound’s policies, guides, and manuals as updated and amended from time to time (“Documentation”), at the price set forth in an applicable Order Form (each such package a “UB License”). 

1.2 License Scope and Terms. Each Employee (i) is permitted to access the Platform solely for Customer’s internal business purposes and (ii) must enter into an agreement with Customer containing identical restrictions and other limitations set forth in the Agreement. Customer is responsible for all acts and omissions of its’ Employees. Switching between types of Employees may result in the creation of a new UB License subject to certain fees and expenses as set forth in an Order Form.  As used herein, “Employee” means an individual who is participating in an internship program with Customer (“Intern”) or an individual interviewing for employment with Customer (“Candidate”).

1.3 Access to Platform. Subject to a mutually executed Order Form, UrbanBound accepting such Order Form, and payment of all Fees owed under the Order Form, UrbanBound shall grant Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right for one or more of its designated individuals to access and use the Platform (each an “Authorized User”) subject to the terms and conditions herein or as set forth in the Documentation. Customer, at its expense, shall be responsible for obtaining its own Internet access and any required hardware, software, or other technology to connect to the Platform. Customer shall not (and shall not allow any Authorized User to): (a) use the Platform in a manner that violates any applicable laws; (b) grant third parties permission to use the Platform or resell, transfer, pledge, lease, rent, or share Customer`s rights under the Agreement; (c) modify, remove or amend UrbanBound’s trademarks, name, or logo; (d) update, reproduce, duplicate, copy all or any part of the Platform; (e) use the Platform for the benefit of any third party, or to develop or market any product, software or service that is functionally similar to or derivative of the Platform, or for any other purpose not expressly permitted herein; (f) access or attempt to access any of UrbanBound’s systems, programs or data that are not made available for public use, or attempt to bypass any of the Platform’s security and traffic management devices; (g) use the Platform for benchmarking or to develop a product which is competitive with any Services; or (h) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, object code or underlying ideas, structure, know-how, algorithms, file formats or programming or interoperability interfaces relevant to the Platform or any software, Documentation or data related to the Platform by any means whatsoever.

1.4 Service Providers. For the provision of Services, UrbanBound maintains a network of service providers that an Employee may choose from (“In-Network Provider(s)”). Customer may request UrbanBound exclude an In-Network Provider from selection by its Employee. UrbanBound shall review the request to exclude an In-Network Provider and, in its sole discretion, may approve or reject the request. Customer must use a third-party service provider of its own choosing managed by UrbanBound for the provision of any immigration, tax, global payroll, or visa services for an Employee or any services identified by UrbanBound related to the movement of individuals across international borders. UrbanBound may require Customer certify that all necessary immigration, tax, and visa processes are complete prior to the provision or completion of Services. For the avoidance of doubt, UrbanBound may suspend Services for any Employee if Customer fails to certify the completion of the immigration, tax, and/or visa processes. Customer shall defend, indemnify, and hold harmless UrbanBound and its affiliates, directors, agents, and employees from any and all claims resulting from or related to (a) the immigration, visa, or tax processes under this Section 1.4, and (b) an Employee’s violation of applicable immigration or tax law, including an Employee’s failure to comply with any legal immigration or tax obligations.

1.5 Automated Functionality. UrbanBound, in its sole discretion, may deploy certain automated or machine learning features (“Automated Functionality”) of the Platform or Services at any time during the Term. Subject to payment of any applicable Fees, Customer may use such Automated Functionality in accordance with the Documentation. Customer agrees that (a) UrbanBound makes no representations or warranties, whether oral or written, regarding the Automated Functionality, (b) the Automated Functionality may change or be discontinued, at any time, without prior notice to Customer and (c) Customer’s sole remedy for any issues or disruptions arising from the Automated Functionality is to stop using the Automated Functionality.

2. Fees and Payment

2.1 License Fees. Customer shall pay to Yello the fees and expenses as specified in the Order Form (“License Fees”). Customer shall pay all License Fees in U.S. Dollars within thirty (30) days after they become due. Customer is solely responsible for any currency fluctuations, the difference in value between currencies, or reasonable currency exchange fees so that Yello receives the exact amount of License fees in U.S. Dollars as set forth in the Order Form. 

2.2 Funded Account/Reverse ACH. For the provision of certain Services, Customer shall either pay an amount set forth in the applicable Order Form to UrbanBound to be deposited in a financial account held by UrbanBound (“Funded Account”) or grant UrbanBound the necessary rights to withdraw an amount set forth in the applicable Order Form from Customer’s designated financial account to pay for the Services (“Reverse ACH”). Following Customer’s selection of either the Funded Account or Reverse ACH funding options, UrbanBound will unilaterally withdraw money from the Funded Account or customer’s designated financial account to pay for the Services selected in the applicable Order Form in accordance with the Documentation and UrbanBound’s policies and procedures. Based on the estimated total amount of fees indicated in the applicable Order Form, UrbanBound shall set the minimum threshold amount to be held in the Funded Account or Customer’s designated financial account at all times during the Term of the Agreement. UrbanBound, in its sole discretion, may change the threshold amount based on the change in the Consumer Price Index or Customer’s spend rate or late payments. Customer agrees that UrbanBound shall have the sole right to any interest that arises from funds held in a Funded Account. If Customer selects the Reverse ACH funding option, Customer represents and warrants that its designated financial account shall maintain the amount the minimum threshold amount for the Term. UrbanBound shall comply with any and all writs, orders, judgments, or decrees issued by a court of competent jurisdiction related to the Funded Account without any liability for such compliance. To the extent UrbanBound is made a defendant to any suit or proceedings regarding any funds deposited pursuant to the Agreement, Customer, and its successors and assigns, jointly and severally, shall be responsible for all costs and expenses of UrbanBound including, without limitation, reasonable attorney’s fees. If the funds in the Funded Account or Customer’s designated financial account fall below the threshold amount set by UrbanBound, UrbanBound shall invoice Customer for the amount necessary to replenish the account to the threshold amount or to pay for the desired Services. All payments for invoices provided under this Section 2.2. are due within fourteen (14) days of the date of such invoice. UrbanBound shall assess a late penalty fee of 1.5% on all invoices provided under this Section 2.2. Customer agrees that if there are insufficient funds in the Funded Account or Customer’s designated financial account, UrbanBound shall stop provided the Services and shall have no liability whatsoever for any partially performed Services or damages that arise from the stop of performance. UrbanBound may communicate, in any manner, the stop in service to Customer and the applicable Employee. Customer shall be responsible for any expenses, fees, or fines that arise from an insufficient Funded Account or Customer’s designated financial account.

2.3 Taxes. All amounts due hereunder are exclusive of all sales, use, excise, service, value added, or other taxes, duties, and charges of any kind (whether international, federal, state, local, or other) associated with Customer’s use of the Platform or Services. Customer shall be solely responsible for all such taxes, duties, and charges (except for taxes applicable to Yello or UrbanBound, such as taxes imposed on Yello’s or UrbanBound’s U.S. income). Customer agrees to gross-up payments due to UrbanBound for any withholding or deduction relating to Customer’s jurisdiction or business such that UrbanBound is paid the net amount contemplated in the Order Form. In the case if any tax is deducted at source by Customer as per applicable tax law, a certificate as prescribed by law will be issued to UrbanBound for the amount of tax withheld and the amounts due to UrbanBound will be grossed-up as described above, unless otherwise agreed in writing (e.g., if the withholdings are recoverable by UrbanBound). In the event the tax treatment applicable to the Platform or Services is challenged by the tax authorities, any fine or interests for late tax payment imposed by the tax authorities will be borne by Customer.

2.4 Late Payments. Any late payments on any amounts owed to Yello shall be subject to an interest rate equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less. UrbanBound may suspend access to the Platform or stop providing Services until such late payments are paid in full provided that such suspension shall not relieve Customer of its payment obligations for any amounts owed under an Order Form.

3. Proprietary Rights. 

3.1 UB Technology. As between Customer, Yello, and UrbanBound, UrbanBound or its licensors own all rights, title, and interest in and to the UB Technology and improvements or derivative works thereto. Customer acknowledges and agrees that the Agreement in no way conveys to Customer any right, title, or interest in the UB Technology other than a limited right to use the Platform and/or Services in accordance with the terms and conditions herein. No right or license is granted hereunder to Customer under any trademarks, service marks, trade names, or logos. As used herein, “UB Technology” means the Platform (including the data, information, text, images, designs, sounds, music, videos, marks, logos, compilations [meaning the collection, arrangement, and assembly of information] and other content on or made available through the Platform), Services, Documentation, and all improvements and derivatives of the foregoing (including all trade secrets and other intellectual property and proprietary rights embodied therein or associated therewith). 

3.2 Feedback. Customer, from time to time, may submit comments, information, questions, data, ideas, descriptions of processes, or other information relating to the Services to UrbanBound (“Feedback”). Customer agrees that UrbanBound may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise, provided Customer shall not be identified in connection with any such Feedback without Customer’s written consent in its sole discretion.

3.3 Injunctive Relief. Customer acknowledges that its breach of any intellectual property or confidentiality obligations or restrictions herein (including any limitations or restrictions on use of the Platform) will cause substantial harm to UrbanBound that could not be remedied by payment of damages alone. Accordingly, UrbanBound will be entitled to seek injunctive relief or other equitable relief, for any such breach, without any requirement to post bond, in any court of competent jurisdiction.

4. Confidentiality. Customer will hold all elements of the Platform and the Services known to Customer in strict confidence, will disclose the same only as required to exercise its rights or perform its obligations under the Agreement, and will immediately notify Yello and UrbanBound upon discovery of any loss or unauthorized use or disclosure of the same.
5. Term; Termination.

5.1 Term. The initial term of the Agreement and all applicable Order Forms will begin on the Effective Date and continue for one (1) year, unless earlier terminated as provided herein (the “Initial Term”). Upon expiration of the Initial Term of the Agreement, the Agreement shall automatically renew for successive one (1) year periods (each a “Renewal Term”). The Initial Term and Renewal Terms shall collectively be referred to as the “Term”.

5.2 Termination without Cause. Any Party may terminate the Agreement, and any active Order Forms, without cause at any time upon thirty (30) days’ written notice to the other Parties.

5.3 Effect of Termination. Upon any termination or expiration of the Agreement, (a) all rights granted hereunder shall terminate and UrbanBound shall no longer provide access to the Platform or provide Services to Customer, (b) Customer shall cease and cause its Employees to cease use of the Platform, and (c) if terminated by Customer, (i) Customer shall not be entitled to any refund of paid fees and (ii) Customer shall fulfill all payment obligations incurred prior to such termination. Any additional obligations that have accrued prior to termination or expiration of the Agreement and by their nature should survive such termination or expiration shall survive such termination or expiration. 

5.4 Discontinuation of the Platform and/or Services; Cancellations. Customer acknowledges and agrees that during the Term of the Agreement, UrbanBound may discontinue the Platform and/or Services at any time upon reasonable notice to Customer. If UrbanBound cancels a UB License prior to the completion of the Service, UrbanBound shall refund to Customer any unused, pre-paid License Fees. UrbanBound shall have no obligation to provide any refunds to Customer to the extent Customer cancels a UB License in process after activation. Notwithstanding this Section 5.4, a cancellation does not relieve Customer from the Licensee Fees incurred prior to such cancellation and Customer shall remain responsible for any and all service provider invoices or expenses or incurred prior to such cancellation of the Agreement.

6. Warranties; Disclaimer. 

6.1 Limited Warranty. UrbanBound warrants that (a) the Platform, when used as authorized, will substantially conform to the specifications in the Documentation and (b) as of the date of Customer’s initial access to the Platform, the Platform shall be free of any viruses, bugs, Trojan horses, or similar malicious components that could damage, destroy, or disrupt Customer’s network. Customer’s sole remedy for a breach of the limited warranty in this Section 6.1 shall be that UrbanBound will remedy the applicable error, or if UrbanBound determines such remedy to be impracticable, UrbanBound shall terminate the applicable Order Form and Customer shall have remedies outlined in Section 5.4.

6.2 Disclaimer. EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND NEITHER URBANBOUND OR YELLO MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PLATFORM AND SERVICES, OPERATION OR USE THEREOF, OR ANY MAINTENANCE AND SUPPORT SERVICES RENDERED WITH RESPECT THERETO OR THAT THE PLATFORM WILL OPERATE UNINTERRUPTED OR ERROR-FREE. URBANBOUND AND YELLO HEREBY EXCLUDE ALL IMPLIED WARRANTIES TO THE EXTENT PERMITTED BY LAW, INCLUDING, SPECIFICALLY, ANY IMPLIED WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, OR OF MERCHANTABLE QUALITY, OR OF FITNESS FOR ANY PURPOSE, PARTICULARLY, SPECIFIC OR OTHERWISE, OR OF NONINFRINGEMENT, CONCERNING THE PLATFORM OR SERVICES, OPERATION OR USE THEREOF. NEITHER URBANBOUND OR YELLO SHALL BE LIABLE FOR DELAYS, FAILURES OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OF URBANBOUND’S OR YELLO’S CONTROL. 

7. Limitation of Liability.

7.1 Disclaimer of Indirect Damages. EXCEPT AS SET FORTH IN SECTION 7.3, IN NO EVENT WILL ANY PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF REVENUE, SAVINGS, OR DATA) ARISING IN CONNECTION WITH THE AGREEMENT OR THE USE OF THE PLATFORM, SERVICES, OR UB TECHNOLOGY BASED ON ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Damages Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO SECTION 7.3, URBANBOUND’S AND YELLO’S TOTAL AGGREGATED LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO YELLO UNDER ANY ORDER FORMS FOR UB LICENSES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT THAT GAVE RISE TO THE LIABILITY, EVEN IF URBANBOUND AND YELLO HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING TYPES OF LOSSES OR DAMAGE.

7.3 Exceptions to Limitations. NOTHING IN THE AGREEMENT EXCLUDES OR LIMITS (A) ANY PAYMENT OBLIGATIONS UNDER AN ORDER FORM, (B) ANY PARTY’S LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR (C) CUSTOMER’S OR URBANBOUND’S INDEMNITY OBLIGATIONS. THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 7 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THE AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

8. Indemnification.

8.1 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Yello and Urbanbound and their affiliates, officers, directors, employees, and assigns and against any third-party claims, actions, proceedings, demands, lawsuits, damages, liabilities and expenses (including reasonable attorneys’ fees and costs)(collectively, “Claim(s)”) arising out of or relating to (a) any negligent or intentional act or omission by an Employee to the extent the Employee is utilizing the products or services of a service provider for which UrbanBound has provided an indemnity for an Customer’s negligent or intentional acts or omissions, (b) any data or information Customer uploads to the Platform, or (c) Customer’s gross negligence or willful misconduct.

8.2 UrbanBound Indemnification. UrbanBound shall defend, indemnify, and hold harmless Customer against Claims alleging that the Platform, when used as authorized herein, directly infringes a third party’s intellectual property. If Customer’s use of the Platform is, or in UrbanBound’s opinion is likely to be, enjoined due to the type of infringement specified above, UrbanBound may, in its sole discretion (a) substitute or modify the Platform so that it becomes non-infringing without compromising its material functionally, (b) procure for Client the right to continue using the Platform, or if (a) and (b) are not commercially reasonable, (c) terminate the Agreement (and applicable Order Form) and refund to Customer any pre-paid, unused License Fees for the Platform associated with the then-remaining Term. The foregoing indemnification obligation of UrbanBound shall not apply (i) if the Platform is modified without UrbanBound’s prior written approval, (ii) the Platform is combined with services or processes not authorized by UrbanBound in writing, (iii) related to the misuse of the Platform, (iv) to any third-party components, or (v) if the infringement relates to UrbanBound’s compliance with specifications or other requirements of Customer. THIS SECTION 9.2 SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY THIRD-PARTY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

8.3 Procedures. The obligations of each indemnifying Party are conditioned upon receiving from the Party seeking indemnification: (a) prompt written notice of the Claim (but in any event notice in sufficient time for the indemnifying Party to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (c) all reasonable necessary cooperation of the indemnified Party, at indemnifying party’s expense.

9. Miscellaneous

9.1 Hosting Providers. Customer acknowledges that the Platform is hosted by third-party hosting providers (the “Hosting Providers”). UrbanBound may change its Hosting Providers at any time. Customer’s use of the Platform is subject to any applicable restrictions or requirements imposed by the Hosting Providers. Notwithstanding any other provision of the Agreement, UrbanBound shall not be liable for any problems, failures, defects, or errors with the Platform to the extent caused by the Hosting Providers. Customer acknowledges that the License Fees payable for a subscription to the Platform reflect the fact that neither UrbanBound or Yello are responsible for the acts and omissions of the Hosting Providers.

9.2 OFAC Status. Customer warrants that neither Customer, or any Employees (a) are the target of any laws, economic sanctions, or trade embargoes imposed by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or any other government entity or (b) located, organized, or established residency in a country or territory that is the target of sanctions imposed by OFAC. If Customer violates this Section 9.2, UrbanBound shall have the right to immediately terminate the Agreement (including any or all active Order Forms) with no compensation due to Customer. 

9.3 Force Majeure. None of the Parties shall be liable for any delay or failure to perform any obligation under the Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, endemic, pandemic, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster.

9.4 Independent Contractors. Nothing in the Agreement shall be deemed or construed by Yello or Customer to create an agency, partnership, or joint venture, in any manner, with UrbanBound.

9.5 Assignment. Customer shall not assign the Agreement or transfer any rights under the Agreement to any third party without the prior written consent of Yello and UrbanBound. 

9.6 Third-Party Beneficiary. There are no third-party beneficiaries to the Agreement.

9.7 Governing Law; Venue. Excluding conflict of laws rules, the Agreement shall be governed by and construed under the laws of the State of Delaware. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the competent state and/or federal courts in Delaware.

9.8 Severability. If any provision of the Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that the Agreement shall otherwise remain in effect.

9.9 Notices. All notices or other communications required or permitted to be given or delivered under the Agreement shall be in writing and shall be sufficiently given to a Party if emailed or delivered personally or mailed by registered or certified mail, postage prepaid, return receipt requested, or by overnight delivery by a nationally-recognized courier, to the address set forth on the Order Form or to such other address or person as either Party may from time to time designate to the other in writing.  Any such notice or other communication shall be deemed to be given as of the date it is personally delivered, five (5) days after its being deposited in the United States mail, or one (1) day after being deposited with a nationally recognized courier for overnight delivery.

9.10 Amendment; Waiver. No modification, variation or amendment of the Agreement shall be effective without the written consent of both Parties hereto. A failure of either party to the Agreement to enforce at any time any of the provisions of the Agreement, or to require at any time performance of any of the provisions hereof, shall in no way affect the full right to require such performance at any time thereafter. No waiver shall be deemed a waiver of any other breach of the same or any other term or condition hereof.

9.11 Entire Agreement. The Agreement and all applicable Orders Forms make up the complete and exclusive understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of the Agreement.

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