Terms of Service for AirBase Technologies LLC

Effective Date: March 7, 2025

Last Updated: March 7, 2025

Welcome to AirBase Technologies LLC ("AirBase", "we", "us", or "our"). These Terms of Service ("ToS") govern your access to and use of our website, mobile applications, and any other digital properties (collectively, the "Platform"), as well as the staffing and recruitment services we provide (the "Services"). By accessing or using the Platform or Services, you ("User," "you," or "your") agree to be legally bound by these ToS, our Privacy Policy, the Staffing Services Agreement (where applicable), and all applicable laws and regulations. If you do not agree to these terms, you must not access or use the Platform or Services.

These ToS apply to all Users, including individuals seeking employment opportunities ("Candidates") and organizations or individuals seeking to hire ("Clients"). Your continued use of the Platform or Services signifies your acceptance of these terms and any additional policies referenced herein.

Definitions
Eligibility and Account Registration
Services Provided
User Obligations and Conduct
Fees, Payments, and Billing
Bypass Prohibition and Legal Action
Intellectual Property Rights
Confidentiality
Data Protection and Privacy
Termination and Suspension
Disclaimers and Limitations of Liability
Indemnification
Dispute Resolution and Arbitration
Governing Law and Jurisdiction
Modifications to the Terms
Force Majeure
Miscellaneous Provisions
Contact Information
Legal Disclaimer

1. Definitions

For clarity and precision, the following terms are defined as follows:

"Platform": The website, mobile applications, and other digital properties owned and operated by AirBase Technologies LLC, used to access the Services.
"Services": Staffing and recruitment services provided by AirBase, including connecting Candidates with Clients, facilitating Placements, and offering tools for job searches and hiring.
"Candidate": An individual using the Platform to seek employment opportunities or participate in Placements with Clients.
"Client": An organization or individual using the Platform to identify, evaluate, and hire Candidates.
"User": Any individual or entity accessing or using the Platform or Services, encompassing both Candidates and Clients.
"Content": All information, data, text, images, videos, resumes, job postings, or other materials uploaded, posted, or transmitted via the Platform.
"Placement": A contractual arrangement where a Candidate is assigned to work for a Client, formalized in a Placement Order.
"Placement Order": A written agreement between AirBase and a Client specifying the terms of a Placement, including the Candidate's Start Date, compensation, duration, and other conditions.
"Buyout Fee": A fee payable by a Client to AirBase if the Client directly employs a Candidate outside the terms of a Placement, as detailed in Section 5.
"Confidential Information": Non-public or proprietary information disclosed via the Platform or Services, including Candidate data, Client hiring strategies, and AirBase's operational methods.
"Start Date": The date a Candidate begins providing services to a Client under a Placement Order.
"Bypass": Any action by a Client or Candidate to circumvent AirBase by directly engaging in employment or hiring relationships without AirBase's involvement or payment of applicable fees.

Additional terms may be defined within specific sections as necessary.

2. Eligibility and Account Registration

2.1 Eligibility Requirements

To access or use the Platform or Services, you must:

Be at least 18 years of age or the legal age of majority in your jurisdiction, whichever is greater.
Possess the legal capacity to enter into binding contracts under applicable law.
For Clients, be duly authorized to represent and bind your organization or entity.
Not be barred from using the Platform or Services under any applicable laws, regulations, or sanctions lists.

2.2 Account Registration Process

To utilize certain features, you must create an account by providing accurate, current, and complete information as required during registration.
You may not establish multiple accounts for the same individual or entity without AirBase's prior written approval.
False or misleading registration information may result in immediate account suspension or termination.

2.3 Account Security Responsibilities

You are fully responsible for safeguarding your account credentials (e.g., username, password).
You must notify AirBase at [email protected] immediately upon discovering any unauthorized use or security breach of your account.
AirBase bears no liability for losses or damages arising from your failure to secure your account credentials.

2.4 Account Usage Restrictions

You agree not to:

Impersonate any person or entity or misrepresent your identity or affiliation.
Share your account credentials with others or permit unauthorized access to your account.
Use another User's account without explicit permission from both the account holder and AirBase.

2.5 Inactivity Policy

AirBase may suspend or terminate accounts inactive for twelve (12) consecutive months, with thirty (30) days' prior notice sent to the registered email address.

3. Services Provided

3.1 General Overview

AirBase functions as a staffing services provider, facilitating connections between Candidates seeking employment and Clients seeking talent via the Platform.

3.2 Candidate Services

Profile Tools: Candidates can create profiles, upload resumes, record video introductions, and apply for job opportunities.
Job Access: Access to a searchable database of Client-posted job openings.
Placement Facilitation: Coordination of Placements with Clients under Placement Orders.

3.3 Client Services

Candidate Pool: Access to a database of pre-screened Candidates for hiring consideration.
Recruitment Tools: Features to post job listings, review Candidate profiles, and manage hiring workflows.
Placement Coordination: Assistance in drafting and executing Placement Orders for Candidate assignments.

3.4 Service Limitations

AirBase serves as an intermediary and does not guarantee:

Employment for Candidates.
Suitable Candidates for Clients.
The accuracy, completeness, or reliability of User-provided Content.

Unless specified in a Placement Order, AirBase is not an employment agency and does not directly employ Candidates.

AirBase may modify, suspend, or discontinue any Service component at its discretion, with thirty (30) days' notice for changes materially affecting existing Placement Orders.

4. User Obligations and Conduct

4.1 General Responsibilities

All Users must:

Use the Platform and Services solely for lawful purposes and in compliance with these ToS.
Provide truthful, current, and complete information, updating it promptly as needed.
Adhere to all applicable local, state, federal, and international laws, including employment, anti-discrimination, and data protection statutes.
Respect the rights of AirBase and other Users, including intellectual property, privacy, and contractual rights.

4.2 Candidate-Specific Duties

You warrant that all uploaded Content (e.g., resumes, videos) is accurate, truthful, and free of third-party rights violations.
You confirm your legal eligibility to work in the jurisdictions where you seek employment.
You authorize AirBase to share your profile and related Content with Clients for hiring purposes.

4.3 Client-Specific Duties

You agree to use the Platform exclusively for legitimate hiring needs and not for unrelated commercial or personal purposes.
You will not misuse, sell, or disclose Candidate data beyond what is necessary for recruitment and hiring.
You are solely responsible for complying with all employment laws (e.g., wage, hour, anti-discrimination) in your interactions with Candidates.

4.4 Prohibited Activities

You may not:

Transmit viruses, malware, or harmful code that disrupts the Platform or affects other Users.
Attempt unauthorized access to the Platform, its servers, or connected systems.
Engage in fraudulent, deceptive, or misleading behavior, such as falsifying qualifications or job postings.
Harass, abuse, or harm other Users or third parties via the Platform.
Bypass AirBase by directly engaging with Candidates or Clients outside agreed terms without paying applicable fees (see Section 6).
Use automated tools (e.g., bots, scrapers) to extract data from the Platform without AirBase's written consent.

4.5 Violation Reporting

You must report any ToS violations to [email protected] within five (5) business days of discovery, providing details and evidence where possible.

5. Fees, Payments, and Billing

5.1 Fee Structure

Clients: Fees are outlined in the Placement Order and may include:
- Monthly Placement Fees: Charged for the duration of a Candidate's Placement.
- Additional Service Fees: One-time charges for expedited searches or premium features.
Fees are subject to adjustment with thirty (30) days' written notice to Clients.
Candidates typically incur no direct fees unless specified in a separate agreement.

5.2 Payment Terms

Invoices are issued monthly on the 15th and due by the 25th via wire transfer to AirBase's designated account.
Late payments accrue a 1.5% monthly penalty (or the maximum legal rate) on the unpaid balance, plus reasonable collection costs.
AirBase may suspend Services or terminate Placements for non-payment after ten (10) days' written notice.

5.3 Buyout Fees

If a Client directly employs a Candidate outside a Placement's terms, a Buyout Fee applies:

$4,500: Within twelve (12) months of the Candidate's Start Date.
$3,500: After twelve (12) months from the Start Date.
Payment is due within fifteen (15) days of the direct engagement, prior to the Candidate commencing work directly for the Client.

5.4 Taxes

Fees exclude applicable taxes (e.g., sales, use, VAT), which Clients must pay unless exempt and documented.
AirBase will provide tax-related documentation upon request if legally required.

5.5 Refunds and Credits

Fees are non-refundable except in cases of AirBase's material breach of a Placement Order or as specified in the Staffing Services Agreement.
Overpayment credits may be applied to future invoices at AirBase's discretion.

5.6 Billing Disputes

Disputes must be raised within thirty (30) days of invoice receipt via [email protected], with supporting evidence. Undisputed invoices are deemed accepted.

6. Bypass Prohibition and Legal Action

6.1 Prohibition Against Bypassing AirBase

Clients: You may not directly hire or engage a Candidate introduced via the Platform or Services without AirBase's involvement or payment of the Buyout Fee, as outlined in Section 5.3.
Candidates: You may not accept direct employment or engagement from a Client met through AirBase without notifying AirBase and ensuring applicable fees are paid.
Any attempt to circumvent AirBase's role in facilitating Placements or hiring is considered a "Bypass."

6.2 Consequences of Bypassing

Legal Action: AirBase reserves the right to pursue legal action against any Client or Candidate who engages in a Bypass. This may include:

Seeking injunctive relief to prevent unauthorized engagements.
Claiming damages for lost revenue, calculated as the Buyout Fee plus additional losses (e.g., anticipated Placement fees).
Recovering legal fees and costs associated with enforcement.

Contractual Breach: Bypassing constitutes a material breach of these ToS and any applicable Staffing Services Agreement or Placement Order, triggering termination rights under Section 10.

6.3 Notification Requirement

Clients and Candidates must notify AirBase at [email protected] within five (5) business days of any direct engagement discussions outside the Platform to avoid Bypass allegations.

6.4 Enforcement Process

Upon detecting a potential Bypass, AirBase will:

Notify the involved parties within ten (10) business days.
Provide fifteen (15) days to rectify the situation (e.g., pay the Buyout Fee).
Initiate legal proceedings if unresolved, as per Section 13.

7. Intellectual Property Rights

7.1 AirBase Ownership

The Platform and all associated content (e.g., software, designs, logos, trademarks), excluding User Content, are owned by AirBase or its licensors and protected by U.S. and international intellectual property laws.

7.2 User Content License

By uploading Content, you grant AirBase a perpetual, worldwide, non-exclusive, royalty-free, sublicensable license to use, modify, distribute, and display it solely for providing and enhancing the Services.

You retain ownership but waive moral rights where permitted by law.

7.3 User Warranties

You represent that your Content is original or properly licensed, does not infringe third-party rights, and complies with these ToS.

7.4 Usage Restrictions

You may not copy, modify, or distribute AirBase's intellectual property without written permission.
Unauthorized use of AirBase trademarks or branding is prohibited.

7.5 Infringement Reporting

Report suspected intellectual property violations to [email protected] with details per the Digital Millennium Copyright Act (DMCA) requirements.

8. Confidentiality

8.1 Scope of Confidential Information

Includes Candidate profiles, Client hiring plans, Placement Order details, and AirBase's proprietary methods.

8.2 User Obligations

Use Confidential Information only for its intended purpose under the Services.
Do not disclose it without AirBase's prior written consent, except as legally required.
Protect it with reasonable security measures.

8.3 Exceptions

Excludes information that is public, lawfully obtained elsewhere, or independently developed.

8.4 Legal Disclosure

Notify AirBase promptly if disclosure is compelled by law, assisting in protective measures where possible.

9. Data Protection and Privacy

9.1 Privacy Policy

Governed by our Privacy Policy at [Insert URL], detailing data collection and use practices.

9.2 Data Sharing

Candidate data may be shared with Clients; Client data may be shared with Candidates for job matching.

9.3 Security

AirBase uses industry-standard safeguards but cannot eliminate all online risks.

9.4 Data Rights

Request access, correction, or deletion of your data per the Privacy Policy, subject to legal obligations.

10. Termination and Suspension

10.1 Termination by AirBase

AirBase may terminate or suspend your access for:

Breach of these ToS or related agreements.
Non-payment after ten (10) days' notice.
Fraud, illegal activity, or Bypass attempts.

10.2 Termination by User

Candidates and Clients: Terminate your account or any Placement Order by providing one (1) month's written notice to [email protected]. Termination is effective after the notice period, subject to settling outstanding obligations.

10.3 Effects of Termination

Access ceases, fees remain due, and data may be retained or deleted per the Privacy Policy.

10.4 Survival Clauses

Sections 5, 6, 7, 8, 11, 12, 13, and 14 survive termination.

11. Disclaimers and Limitations of Liability

11.1 No Warranties

Services are "as is" without implied or statutory warranties.

11.2 Liability Cap

AirBase's total liability is limited to fees paid in the prior six (6) months or $500, whichever is greater, excluding indirect damages.

12. Indemnification

You indemnify AirBase against claims arising from your use, breaches, or Content, covering legal fees and damages.

13. Dispute Resolution and Arbitration

Disputes are resolved via binding arbitration in Cheyenne, Wyoming, under AAA rules, with a class action waiver.

14. Governing Law and Jurisdiction

Governed by Wyoming law, with exclusive jurisdiction in Cheyenne courts for non-arbitrable matters.

15. Modifications to the Terms

Changes take effect thirty (30) days after notice; continued use signifies acceptance.

16. Force Majeure

AirBase is not liable for delays due to uncontrollable events (e.g., natural disasters).

17. Miscellaneous Provisions

Includes entire agreement, severability, no waiver, and assignment rules.

18. Contact Information

Email: [email protected]

Response within ten (10) business days.

19. Legal Disclaimer

Consult legal counsel before relying on this ToS; AirBase is not liable for unverified use.