Terms of Service

Last Change: December 2019

Overview

This website is operated by Cluster Technologies, Inc. Throughout the site, the terms “Cluster,”. “we”, “us” and “our” refer to Cluster Technologies, Inc. Cluster offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current site shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Section 1 - Description of Services

Cluster is an online marketplace that allows individuals (“Visitors”) access to our Site to find training opportunities, industry insights, and content covering careers and hiring. Our Services allow Individuals seeking employment or contracting opportunities (“Candidates”) to connect with companies (“Employers) using our Services to identify and hire talent. Cluster works with Candidates to identify employment opportunities that fit their career goals, skills and personal preferences. Cluster works with Employers to find Candidates who are qualified, available and well-suited to their company culture. We serve as an intermediary between Candidates and Employers. Cluster is not involved in any contract of employment and is not bound by any contractual agreement arising between Candidates and Employers.

After a Candidate completes registration, their profile will be reviewed by our team and qualified individuals will be admitted to the Cluster platform. Upon admission, our team will work to match Candidates to job opportunities posted by Employers within our platform. Our team will provide each Candidate with key details about the position and if there is interest, the Candidate’s profile will be presented to the Employer. Employers may reach out to the Candidate directly and offer to interview the Candidate (“Interview Request”). Subsequent interactions may result in an offer of employment (“Job Offer”) for the Candidate. A Candidate is within his/her/their sole discretion to accept or reject any and all Interview Requests or to accept or reject any Job Offers.

After an Employer completes registration, they will be assigned a Cluster account manager who will work with the Employer to ensure the successful use of our Services. Account managers work with Employers to understand their key hiring needs and match Employers with qualified and vetted talent from Cluster’s proprietary Candidate pool. Employers will receive Candidates for consideration for employment (“Match”) through our Services, which may include our platform, email, text, phone or other forms of electronic communication. Employers will send Interview Requests to Candidates through our platform. A Candidate is within their sole discretion to accept or reject any Interview Request or Job Offer. 

Section 2 - Online Marketplace Terms

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the Terms will result in an immediate termination of your Services.

Section 3 - General Conditions

We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

Section 4 - Accuracy, Completeness and Timeliness of Information

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

Section 5 - Modification to the Services and Prices

Prices for our products are subject to change without notice.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

Section 6 - Products or Services

Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Refund Policy.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

For Employers: UNDERSTAND THAT CLUSTER DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS. EMPLOYER AGREES TO (1) CONDUCT ANY BACKGROUND CHECKS, REFERENCE CHECKS OR OTHER DUE DILIGENCE THAT YOU MAY REQUIRE BEFORE ENGAGING CANDIDATE, AND (2) COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO THE INTENDED CONTRACT OF ANY CANDIDATE. 

Section 7 - Candidate Use of Services

Upon receiving an offer for employment (Job Offer) or an offer to contract (Contract Engagement) with an Employer, candidate is required to promptly notify Cluster of (1) receipt of the offer and (2) acceptance of the offer. The Candidate agrees to promptly provide Cluster with key terms of the Job Offer or Contract Engagement, including start date, title and compensation terms. Candidate agrees not to circumvent Cluster Services and not to independently attempt to communicate with an Employer outside of the Cluster Services. 

Section 7.1 - Candidate Fees

Cluster is completely free for Candidates. 

Section 8 - Employer Use of Services

Section 8.1 - Success Fees

Upon engaging with our Services, Employers will be able to view and contact Candidates seeking employment and contracting opportunities. If a Candidate identified through Cluster’s Services accepts a Job Offer from an Employer within twelve (12) months of the date on which the Candidate was first viewed by the Employer, Cluster will collect a Success Fee of 18% of the Candidate’s first year base salary from the Employer to be paid within thirty (30) days of a signed Job Offer. All state and local sales, use, excise, value-added and/or similar taxes applicable to the Success Fee will be invoiced separately. 

Section 8.1 - Contractor Fees

If a Candidate accepts an offer to contract (“Contract Engagement”) for an Employer within twelve (12) months of the date on which the Candidate was first viewed by the Employer, Cluster will collect Success Fee of USD $6,000 with thirty (30) days of the signed Contract Engagement. If the Contract Engagement extends beyond six (6) months, Cluster will collect a second Success Fee of USD $6,000 within thirty (30) days of 6 months after the Candidate’s start date. 

In the event that the Contract Engagement results in the Candidate accepting a Job Offer within twelve (12) months of the Contract Engagement start date, Cluster will reduce the Success Fee by the amount the Employer has paid in Contractor Fees. The Employer will pay the Success Fee of 18% of the first year base salary less applicable Contractor Fees paid for the Candidate. 

Section 8.2 - Offers

If Candidate accepts a Job Offer or a Contract Engagement within twelve (12) months of the date on which the Candidate was first viewed by the Employer, Employer will promptly (1) provide Cluster with the Candidate’s start date, key terms and compensation before the Candidate’s start date, (2) notify Cluster should the start date or offer terms change at any time, and (3) notify Cluster of a termination of the Candidate’s employment within sixty (60) days of the Candidate’s start date. 

The Employer and Candidate are responsible for any contracts or agreements they may form with respect to Job Offers or Contractor Engagements. Employer agrees that no employment, joint-venture, or agency agreement exists between the Employer and Cluster as a result of this agreement or use of Cluster’s Services, and that Cluster is not a joint employer for purposes of this agreement.

Section 8.3 - Recruiting Services

Employer agrees to the following:

  • Employer is subject to the Success Fee unless they can prove that there was an Active Process (as defined below) between Employer and Candidate within sixty (60) days prior to the date on which the Employer first interacts with such Candidate through Cluster’s Services. 
  • “Active Process” means a continuous direct, back and forth communication between Employer and Candidate in an active recruiting or hiring context where a decision to put a Candidate on hold or a decision to reject such Candidate has not been made.
  • Employer will inform Cluster of any Active Process between Employer and Candidate within ten (10) days of the date on which a Candidate was first viewed by Employer.
  • Employer will initiate the first contact with any Candidate exclusively through Cluster Services. If Candidate accepts an Interview Request from Employer, further communication may take place through other means.
  • Employer will not disclose the names or details of Candidates to any persons who are not directly employed as contractors or employees of Employer’s organization unless required by law or as part of an ongoing investigation. 
  • Employer will not show, demonstrate or provide copies, such as screenshots or videos, of any portion of Cluster’s site, communications or Services to any third-party unless given express written consent by Cluster. 
  • Employer will take appropriate administrative procedures to protect all Candidate information from loss, misuses, unauthorized access, disclosure, alteration or destruction. 
  • Employer will not attempt to circumvent or disintermediate Cluster by independently contacting or communicating with Candidates through alternative means.
  • If Cluster finds that an Employer has circumvented our Services after discovering a Candidate through our Services and subsequently hired or contracted with a Candidate within twelve (12) months of the date on which an employer first viewed the Candidate through our Services, Employer will pay a Success Fee equal to 30% of the first year base salary or $15,000 for a Contract Engagement and Cluster may, at its sole discretion, terminate the Employer’s account.
  • EMPLOYER’S OBLIGATION TO PAY ANY SUCCESS FEES SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
Section 8.4 - Subscriptions

Employers who have signed a Subscription Agreement will be charged a subscription fee as agreed upon between the Employer and Cluster. The Subscription Agreement will set forth the fee (“Subscription Fee”), duration (“Subscription Period”), and payment terms of the contract. All state and local sales, excise, value-added or similar taxes will be invoiced as a separate item. All Job Offers or Contract Engagements that are countersigned by both Employer and Candidate during the Subscription Period will not be subject to any additional fees outside of the fees outlined in the Subscription Agreement. Contract Engagement hires will count toward the total number of hires outlined, if any, under the terms of the Subscription Agreement. Upon Candidate acceptance of a Job Offer or Contract Engagement, Employer will (1) provide Cluster with the material terms of the engagement, including first-year base salary, contract amount, start date, (2) promptly notify Cluster of any material changes in the Job Offer or Contract Engagement, and (3) promptly notify Cluster of any termination of the Job Offer or Contract Engagement. 

All Job Offers or Contractor Engagements must be made for positions in the territories outlined in the Subscription Agreement. The standard Success Fee will apply to hires made in all other territories.

Upon completion or termination of a Subscription Agreement, in the event that no subsequent agreement has been agreed to by Employer and Cluster, the standard Success Fees and related terms will apply  for any candidate hired outside of the Subscription Period. 

Section 8.5 - Refunds and Credits

If (1) Employer terminates a Candidate’s employment or contract for unsatisfactory performance within sixty (60) days of the start date, (2) a Candidate voluntarily terminates his or her employment or contract within sixty (60) days of the start date, or (3) Candidate does not start employment or contract because either Candidate or Employer elects not to begin employment covered in the Job Offer or Contract Engagement, upon written confirmation of this information, Cluster will credit the appropriate success fee to Employer. No credits will be issued for Success Fees from contract-to-hire conversions. Employer credit will expire twelve (12) months from the date Employer notifies Cluster in-writing of such event.

Section 9 - Referrals

Cluster retains the right to modify, reduce or cancel the amount awarded for referrals at any time. Referrers are only eligible for one bonus per candidate. Referrers may not refer themselves, i.e., the referrer and candidate cannot be the same person. In order to qualify for a referral award, a Candidate must be new to Cluster and cannot have previously registered or created a whole or partial profile on the site prior to the referral date and time. A candidate must have accepted a full-time offer through Cluster and remained at their position for at least ninety (90) days. Cluster will payout referral bonuses within sixty (60) days of qualification.

Section 10 - Accuracy of Billing and Account Information

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

For more detail, please review our Returns Policy.

Section 11 - Optional Tools

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

Section 12 - Third Party Links

Certain content, products and services available via our Service may include materials from third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

Section 13 - User Comments, Feedback and Other Submissions

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

Section 14 - Personal Information

Your submission of personal information through the store is governed by our Privacy Policy. View our Privacy Policy.

Section 15 - Errors, Inaccuracies and Omissions

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

Section 16 - Prohibited Uses

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

Section 16 - Disclaimer of Warranties; Limitations of Liabilities

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall Cluster Technologies, Inc., our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

Section 17 - Indemnification

You agree to indemnify, defend and hold harmless Cluster Technologies, Inc. and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

Section 18 - Severability

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

Section 19 - Termination

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

Section 20 - Entire Agreement

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

Section 21 - Governing Law

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of 10000 Washington Blvd, 6th Floor, Culver City, CA 9023, United States of America

Section 22 - Changes to Terms of Service

You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

Section 23 - Contact Information

Questions about the Terms of Service should be sent to us at info@clusterinc.com.