Technical Integration Partner Onboarding Terms of Service

1. Relationship to the Developer Sandbox Terms.

Sandbox access provided as part of the Onboarding Service is separate from, and governed by, Employ’s Developer Sandbox Terms of Use (“Sandbox Terms”). Partner must separately accept the Sandbox Terms before Employ will provision a sandbox account. These Onboarding Terms govern the paid onboarding engagement itself — the consultation, review, and support described below — and do not replace or modify the Sandbox Terms. If there is a direct conflict between these Onboarding Terms and the Sandbox Terms as applied to the sandbox account itself, the Sandbox Terms control for matters relating to the sandbox account, and these Onboarding Terms control for matters relating to the paid onboarding engagement.

2. The Onboarding Service.

Upon payment of the Fee, Employ will provide the following services (“Services”):

• Provisioning of a sandbox / test environment and issuance of API credentials, subject to the Sandbox Terms.
• An initial kickoff consultation to review Partner’s use case and recommended integration approach.
• Guidance on endpoints, data flows, and authentication patterns, and review of Partner’s proposed integration design.
• Ongoing development support by email, with ad hoc calls as needed, up to a combined total of four (4) hours (“Included Support Hours”).
• A functional review of Partner’s completed integration against Employ’s technical and security requirements, with a feedback loop for any required revisions.
• Upon approval, creation and publication of a listing for Partner’s integration on Employ’s marketplace or partner directory, subject to Section 5.

Support beyond the Included Support Hours is not included in the Fee. Additional hours will be quoted and billed separately, or may require a new engagement, before Employ provides them.

3. Fees and Payment.

Partner will pay the fee displayed at checkout (“Fee”) at the time of purchase, by the payment method(s) made available on Employ’s site. The Fee is a one-time charge for the Services described in Section 2 and, except as required by applicable law, is non-refundable once Employ has begun performing the Services.

Partner is responsible for any sales, use, or similar transaction taxes applicable to the Fee, other than taxes on Employ’s net income. Prices are stated exclusive of such taxes unless the checkout flow states otherwise.

4. Integration Review, Approval, and Listing.

Employ will review Partner’s completed integration for functional and security compliance and will either approve it or provide feedback describing why it was not approved. Employ may, at its discretion, require reasonable revisions before approving an integration or publishing a listing. Approval of an integration, or publication of a listing, does not make Partner a “Partner” for purposes of Employ’s Master Partner Agreement or any Channel Partner or Platform Partner program, and does not itself create any go-to-market, referral, reselling, or co-marketing relationship between the parties. A separate, mutually executed agreement is required for any such relationship.

5. Partner Responsibilities.

• Partner will designate a dedicated technical point of contact for the duration of the engagement.
• Partner is solely responsible for its own infrastructure, hosting, and the security of any systems it controls.
• Partner will provide accurate listing assets (description, logo, screenshots, category, and similar materials) if a marketplace listing is requested.
• Custom feature development beyond standard integration guidance, and marketing or co-branding activities, are out of scope unless agreed separately in writing.

6. Intellectual Property.

Each party retains all right, title, and interest in and to its own pre-existing technology, materials, and intellectual property. Nothing in these Onboarding Terms transfers ownership of either party’s intellectual property to the other. Any feedback Partner provides about Employ’s platform or APIs may be used by Employ without restriction or compensation to Partner.

7. Confidentiality.

Each party will protect non-public information disclosed by the other party in connection with the Onboarding Service using at least the same degree of care it uses to protect its own confidential information of a similar nature, and will not use such information other than to perform or receive the Services. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party without an obligation of confidentiality, or is independently developed without reference to the disclosing party’s confidential information.

8. Disclaimer of Warranties.

THE SERVICES ARE PROVIDED “AS IS.” EXCEPT AS EXPRESSLY STATED IN THESE ONBOARDING TERMS, EMPLOY MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW.

9. Limitation of Liability.

EXCEPT FOR BREACHES ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE ONBOARDING TERMS, AND EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE ONBOARDING TERMS WILL NOT EXCEED THE FEE PAID BY PARTNER TO EMPLOY FOR THE ONBOARDING SERVICE.

10. Term and Termination.

These Onboarding Terms take effect when Partner completes payment and continue until the Services described in Section 2 are completed, or until earlier terminated. Employ may terminate the engagement and these Onboarding Terms if Partner materially breaches them and does not cure the breach within a reasonable time after notice, or if Partner misuses the sandbox account in violation of the Sandbox Terms. Sections 3 (as to amounts already owed), 6, 7, 8, 9, and 12 survive any termination or completion of the Services.

11. Modifications.

Employ may update these Onboarding Terms from time to time by posting an updated version at this URL. Changes will apply to engagements purchased after the updated version is posted; the version in effect at the time Partner completes payment governs that engagement.

12. Miscellaneous.

12.1. Governing Law. These Onboarding Terms are governed by the laws of Delaware, without regard to conflicts-of-law principles.

12.2. Entire Agreement. These Onboarding Terms, together with the Sandbox Terms referenced in Section 1, constitute the entire agreement between the parties regarding the Onboarding Service and supersede any prior discussions or the non-binding Statement of Work document used to describe this offering.

12.3. No Partnership. Nothing in these Onboarding Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

12.4. Assignment. Partner may not assign these Onboarding Terms without Employ’s prior written consent.

12.5. Notices. Notices to Employ should be sent to legal@employinc.com . Notices to Partner will be sent to the email address used at checkout.

12.6. Export Compliance. Partner will comply with applicable U.S. export control and sanctions laws in connection with its use of the Services, consistent with the compliance provisions of the Sandbox Terms.