Terms and Conditions

Published 01 July 2022

Welcome to Us, where the world really is Your oyster. 🦪

We are about to embark together on an exciting journey and We, at Oyster, are committed to making it as easy and transparent for You as possible. These Terms and Conditions (“Terms”) are the rules of the road and are non-negotiable. AS SUCH, YOU MUST BECOME FAMILIAR WITH THESE TERMS AS THEY FORM THE BASIS OF OUR CONTRACTUAL RELATIONSHIP. If You feel like any of these Terms are unclear, let Us know. We are always interested in understanding Your concerns and improving the transparency of the Terms.

If We make changes to these Terms, We will update them here, so everyone benefits from the change. We will also send an email outlining the changes (including any to Our Subscription Fees) to the address provided by You on the Platform. It is important that You review the Terms and Our Subscription Fees whenever modified, because Your continued use of the Platform or Services for 30 days after notification is Your indication that You agree to be bound by the modified Terms or Subscription Fees. If You do not agree to be bound by the modified Terms or Subscription Fees, then You must notify Oyster in writing of Your intention to terminate Our business relationship as instructed below. We won’t charge You off-boarding fees, and We will make the transition as smooth as possible. Truly, Our job is to empower You and Oyster Team Members.

👥 Who is who and what is what

“Beta Services” means certain services, features, or functionality that Oyster may make available to You at no additional charge for evaluation or testing purposes only (and not for production use) which are designated as pre-release, beta, limited release, developer preview, non-production, or by a similar description of similar import.

“Contractor” is a business or individual that enters into a Contractor Contract with Customer Company.

“Contractor Contract” means an agreement between Customer Company and Contractor.

“Contractor Service” means services provided by Oyster on the Platform to Customer Company for contracting, invoicing, and effectuating payment to Contractors.

“Customer Company” is a business entity that contracts with Oyster for provision of Services through the Platform.

“Direct Competitor” is any business entity that offers products or services identical or similar to the Platform or Services.

“Employment Claims” means any claims, actions, lawsuits, concerns, allegations, grievances, inspections, investigations, or regulatory matters related to or arising from the employment, termination, or employment agreement of a Team Member.

“Intellectual Property (IP) Rights” includes but is not necessarily limited to patents, rights to inventions, utility model rights, trade marks, business names and domain names, rights in get-up and trade dress, design rights, semiconductor topography rights, integrated circuit topography rights, plant variety rights, database rights, copyright and related rights (including all rights of paternity, integrity, disclosure, and withdrawal, and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”)), mask work rights, rights in goodwill and the right to sue for passing off or unfair competition, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets) and all other intellectual property rights of any kind, whether registered or unregistered, including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, registrations, and all similar or equivalent rights that exist or will exist in any part of the world.

“Management Issues” means all those matters under an employment agreement between Oyster and Team Member requiring action, investigation, or decisions by Oyster as the employer, including in particular (by way of illustration only and without limitation) issuing and sending employment offer letters; deciding on and paying sign-on or other bonuses, appraisals, and performance issues; pay reviews and the award of other payments and benefits under the employment agreement; periods of annual, sick, or other leave; absence of the Team Member for any other reason; any complaint about the Team Member; and any complaint or grievance raised by the Team Member (whether or not that would be dealt with under Oyster's grievance procedure).

“Oyster” is Oyster HR, Inc., a Delaware Public Benefit Company, Reg. No. 7655857.

“Oyster Partner” means any person, firm, or company who Oyster or its affiliates contract with or otherwise engage to assist with or perform the Services or any part of the Services.

“Platform” means Oyster’s proprietary web-based software platform through which it provides Services.

“Services” means global workforce management consultancy services provided by Oyster to Customer Company through the Platform, including but not limited to the Team Member Service and Contractor Service. However, “Services” does not include work of a Team Member or Contractor rendered directly to Customer Company.

“Service Agreement” is a statement of work between Oyster and Customer Company outlining, among others, the Services Oyster will provide and the associated fees and costs payable by Customer Company.

“Team Member” is an Oyster employee who provides services to a Customer Company.

“Team Member Service” means Oyster providing a Team Member to Customer Company to render services pursuant to a Service Agreement and any other related consultancy services that Oyster provides to Customer Company on the Platform.

“Transition Costs” mean all the costs payable by You to Us when a Team Member ceases to provide services to You for any reason. In addition to all Service Fees and any Administrative Cost associated with the change, the total Transition Costs may also include: payment in lieu of any required notice, vacation pay, severance pay, any periodic or one-time compensation for non-compete and other post-termination restrictions, and any other termination payments required by law, negotiated between Us and Team Member, awarded to Team Member by a third party body with the authority to do so (e.g., a works council or judicial body), or related to the defense, settlement, or compromise of any Employment Claims.

“Website” means www.oysterhr.com and any other websites owned or provided by Oyster.

Building A Firm Foundation

📜 This is a binding contract.

These Terms, Oyster’s Privacy Policy, Website Terms of Use, Data Processing Addendum and engagement-specific Service Agreement(s) (referred to together as the “Oyster Terms”), form the complete agreement between Customer Company (“You”, “Your”) and Oyster (“Us”, “We”, “Our”) in respect of Your access to, and use of, the Platform and Our Services. In exchange for Your agreement and compliance with the Oyster Terms, including payment of all agreed costs and required deposits, Oyster will provide access to and use of the Platform and Services to You. These Terms are a legally binding agreement between You and Oyster (individually, “Party” or together, “Parties”). When You click the applicable button indicating Your acceptance of the Oyster Terms, or access or use Our Services, or any portion thereof, You accept the Oyster Terms, and You agree, effective as of the date of such action, to be bound by the Oyster Terms. Further, any action You take on the Platform is binding and enforceable.

🙊 Confidential Information

What is confidential? “Confidential Information” includes all non-public knowledge, documents, information, and data of Ours or Yours, which includes but is not limited to, customer lists, prices and how they are set, non-public intellectual property (including but not limited to trade secrets), employee information, business plans, coding, processes, inventions, computer-related equipment or technology, applications, operating systems, databases and other computer related software technical data, new ideas, methods of doing business, any other information received in any other form bearing a note on or pointing out the confidential nature of such information, any personal information governed by applicable data-protection regulations, and any Confidential Information that We or You have received (or that may be received in the future) from third parties that We or You have agreed to treat as confidential. Information is not confidential if it is: (a) previously known on a non-confidential basis by the receiving party, (b) in the public domain through no fault of the receiving party, (c) received from a person other than the disclosing party or its agent, (d) developed independently by the receiving party without reference to Confidential Information, or (e) specifically allowed for disclosure by Us or by You (respectively) in a written release. But remember, if Confidential Information becomes public because of a Party’s violation of these Terms, it is still deemed Confidential Information and still protected by this agreement.

What are Our obligations? The Parties agree to keep Confidential Information confidential and to exercise reasonable care to protect the confidentiality of Confidential Information. Reasonable care means at least the same level of care that a Party would reasonably use to protect its own Confidential Information. The Parties agree not to disclose the other Party’s Confidential Information to any third party, except as required to fulfill their engagement together and in that instance, under confidentiality terms that are at least as restrictive as specified under the Oyster Terms. Each Party remains fully responsible for any unauthorized disclosure by its representatives.

The Parties agree not to use Confidential Information in competition with each other or in any way that harms the other Party. Each Party agrees not to share Confidential Information with competitors or to otherwise use Confidential Information for its own business advantage. Some Confidential Information, like trade secrets and certain personally-identifiable information, is protected by law. The legal duty to keep that information confidential is independent of these Terms.

What if there is a disclosure? The Parties agree to notify each other immediately of any unauthorized access, disclosure, loss, or misuse of Confidential Information, or other breaches (collectively, a “Breach of Confidentiality”). The Parties will also use best efforts to immediately contain and remedy any such Breach of Confidentiality. Finally, the Parties will fully cooperate with each other in any effort to enforce rights related to any such Breach of Confidentiality. A Party may be required by law, court order, regulatory inquiry, or subpoena to disclose Confidential Information (we’ll call that a “Compelled Disclosure”). If You or Oyster receive a notice of Compelled Disclosure, the recipient will provide the other Party prompt notice, to the extent allowed by law, and will provide reasonable assistance if the decision is made to contest the Compelled Disclosure.

You understand and agree that any of Your Confidential Information that Team Member may receive will not be attributable to Oyster, and that We will not be held liable for its disclosure.

How long does this obligation last? These confidentiality and non-disclosure obligations will continue for 3 years after Our business relationship ends. However, within 60 business days of termination of these Terms, each Party must return all documents in their respective possession, custody, or control which contain the other Party’s Confidential Information and/or provide certification that all copies (electronic or hardcopy) have been destroyed. In the instance where documents or data are subject to longer, legal, or compliance-related retention requirements, the Parties are allowed to retain the other Party’s Confidential Information, subject to these confidentiality and non-disclosure obligations, for as long as required by the relevant law or applicable retention policy, thereafter returning or destroying it.

💻 Data Privacy and Processing

Please review the Oyster Privacy Policy and Data Processing Addendum (DPA) for details of Our Privacy Program which are both incorporated herein by reference. In a conflict between these Terms and those documents, the Privacy Policy and DPA govern to the extent of the conflict.

📏 Compliance

Control of Personal Data. In order to provide Our Services, We, You, and Oyster Partners may export, import, collect, and/or otherwise process personal data (“Personal Data”) belonging to individuals who are protected under the EU’s General Data Protection Regulation EU 2016/679 (GDPR) and other applicable data protection and privacy laws. Our DPA further details the Parties’ roles, rights, and obligations with respect to Personal Data and helps Us and You to comply with the GDPR. Each Party is solely responsible for its compliance with applicable data protection laws and for fulfilling all of its related obligations to third parties, including data subjects and supervisory authorities.

Anti-Corruption. Anti-corruption laws prohibit directly or indirectly making, promising, authorizing, or offering any advantage or anything of value to public officials or private persons or corporations to secure an improper advantage, to improperly obtain or retain business, or to direct business to any other person or entity. The Parties agree, individually and together, to comply with applicable Anti-Corruption laws, which may include but are not limited to the US Foreign Corrupt Practices Act, the UK Bribery Act, the Singapore Prevention of Corruption Act, the Mexico General Law on the National Anti-Corruption System, the Canadian Corruption of Foreign Officials Act, and all other applicable anti-corruption and anti-bribery laws.

Applicable Laws. We take full responsibility for Our actions and omissions regarding the employment of Team Members and Our provision of Services. However, We are in this together, and You also have a role to play. When engaging or using Services through Oyster, You agree to comply with all applicable laws and regulations applicable to You. Upon request, You will provide all information requested by Oyster to ensure Your use of the Platform does not violate applicable law or the Oyster Terms.

You and Oyster agree that neither Party will knowingly take any action that would cause the other Party to be in violation of any applicable law. Additionally, each Party will promptly notify the other Party if such Party has any information or suspicion that there may be a violation of any law, regulation, or work rule in connection with the performance of any activities under the Oyster Terms.

Information about applicable laws may be provided by Us through the Platform and Website. We strive to keep Our information and templates accurate, current, and up-to-date, but You understand and agree that We are not a law firm, attorney, or tax advisory firm, and the information provided is not a substitute for the advice or services of an attorney or tax professional. It is always best practice to consult a licensed attorney, tax, and accounting professional before beginning a new business relationship or expanding into new countries.

Our Services

🦪 Oyster’s Services and Obligations

Team Member Service. We will provide Team Members to render services directly to You, upon Your request. Access to a Team Member is made possible through a signed Service Agreement. Once You sign the applicable Service Agreement, the engagement commences. The Service Agreement will identify the Team Member with primary responsibility for the engagement. Other suitable Team Members may assist as the engagement progresses upon execution of additional Service Agreements. As Team Member’s employer, Oyster, in its sole discretion, is responsible for all Management Issues for its Team Members, even when they are rendering services to You. Should We need to dismiss or replace a Team Member, We will do so only after providing notice to You, to minimize any impact it may have on You and Your business.

We acknowledge that the work carried out by the Team Member is important to You and We, as the Team Member’s employer, will use Our reasonable endeavors to ensure that the Team Members perform their services with due skill, care, and diligence.

As the employer, We are responsible for the payment of wages, salaries, bonuses, commissions, stipends, benefits, expenses, and other earnings to Team Members under applicable law. We are also responsible for compliantly processing related third-party tax withholding, reporting, remittance, and other social obligation remittance, where applicable and as required by law.

Contractor Service. We, through the Platform, will help You contract with, onboard, and effectuate payment to Your Contractors. We make no representations about the quality of any Contractor’s work and are not responsible for the Contractor’s professional mistakes, errors, and omissions.

Contractor Service is provided through the Platform and includes the ability for Your Contractors to create and issue invoices, and the ability for You to review, dispute, approve, and pay Contractors’ invoices. The Platform will include template agreements for Your ease of contracting and a repository to upload and store Contractor Contracts.

We will arrange for the payment of Contractor invoices approved by You. However, Our obligation to pay Contractor is conditioned on Our actual receipt of payment of Our invoices from You. We assume no liability for Your acts, failures, or omissions under the Contractor Contract including Your failure to make any payments owed to Contractor.

Intellectual Property. We understand the importance of Your intellectual property. The Parties agree that all Works (including but is not limited to inventions (whether or not patentable), works of authorship, discoveries, designs, specifications, developments, methods, modifications, improvements, processes, know-how, techniques, ideas, algorithms, databases, computer software and code, mask works, formulae, techniques, graphics, audio or visual works, materials that document design or design processes, materials that document research or testing, schematics, diagrams, product specifications, literary works, artistic works and works of any other nature or any works expressed in any medium or format) created by Team Members at Your request or within the scope of and during the term of the Team Member’s placement with You (the “Resulting IP”) (and all related IP Rights therein) should be owned exclusively by You to the fullest extent allowed under applicable law.

Therefore, to the extent that Oyster (by contract or operation of law) has or receives any IP Rights in or to any Resulting IP, We hereby permanently and irrevocably transfer and assign to You all such IP Rights. Such IP Rights are transferred and/or assigned to You in full, from the moment of creation. Our assignment, transfer, and conveyance to You is without any representations or warranties of any kind. Further, to the extent any Oyster Partner has or receives any IP Rights in or to any Resulting IP, We will ensure that the Oyster Partner enters into a written agreement with Us that validly assigns to Oyster all such IP Rights. Any IP Rights assigned to Us in this manner are immediately assigned and transferred to You as provided above. We also agree to do everything in Our power to assist You, at Your expense, to evidence, record, and perfect any assignments of IP Rights, and to perfect, obtain, maintain, enforce, and defend any rights owned by or assigned to You.

In addition to the assignment set forth above, We also protect Your IP Rights in Resulting IP by offering a template agreement that You may use to directly procure the Team Member’s contractual commitment to keep Your proprietary information confidential and secure Your ownership of IP Rights in Resulting IP. You may choose to enter into Your own intellectual property assignment agreement directly with any Team Member. However, if you choose to use Your own agreement instead of Our standard template, any such agreement will be directly between You and the Team Member; Oyster will not be a party to any such agreement and cannot (and does not) represent or warrant that the terms therein are sufficient to protect Your ownership of any Resulting IP or related IP Rights under applicable law.

We understand and agree that You own all right, title, and interest in and to Your Intellectual Property. Long story short, it’s Your Intellectual Property, We want You to have it.

As necessary, You hereby grant Us a worldwide, non-exclusive, perpetual, non-transferable and non-sublicensable (except in connection with the permitted assignment of this Agreement), and royalty-free license to use Your Intellectual Property solely for the purpose of providing Services to You in accordance with these Terms and any applicable Service Agreement.

To the extent You or Your authorized users provide Us with any feedback, comments, or suggestions relating to the Services or the Platform (collectively “Feedback”), such Feedback will not be considered your Intellectual Property. We own all Feedback and may, at its discretion and for any purpose, freely use, modify, and incorporate Feedback into its Services without any additional obligation to You or Your authorized users.

What about Oyster’s intellectual property? You agree that We own all right, title, and interest in Our intellectual property.

Oyster Third Party Providers. We may assign Our rights and delegate Our obligations under the Oyster Terms to a third-party Oyster Partner of Our choosing. To help ensure the best possible provision of Services, We reserve the right to replace an Oyster Partner in Our sole discretion at any time, after providing You reasonable written notice. For operational reasons, Our right to replace an Oyster Partner is not subject to Your approval. However, if You object to Our choice of Partner, You may terminate the affected Service Agreement as provided in these Terms, and We will work with You to transition all impacted Team Members. Oyster Partners are responsible for maintaining the same standards and complying with applicable laws and regulations as if they were Oyster. We further agree to be responsible for the performance of Oyster Partners related to the Services during the duration of these Terms. Our use of subcontracting or third parties will not relieve Us of Our obligations in these Terms. You agree not to work directly with the Oyster Partner(s) assigned to Your account during the duration of these Terms and for one year after its termination without Our prior written consent.

💻 Platform

Software Licenses. Our Services are offered through a cloud-based software Platform to which Oyster grants You limited, non-transferable, royalty-free licenses to use in accordance with the Terms. In order to access Our Services, internet access and a valid email address are required.

Information provided via the Platform. Our Services are offered through a cloud-based software Platform to which We grant You a limited, non-transferable, royalty-free license to use in accordance with the Oyster Terms, including Our Website Terms of Use To access Our Services, internet access and a valid email address are required.

Information provided via the Platform. We will use information provided by You, including personal information, in connection with providing the Services. This usage may include sharing information between the Platform and other Websites owned or licensed by the Oyster family of companies, as well as third party providers’ websites. You consent to this transfer of data, subject to applicable law, Our Website Terms of Use, Oyster's Privacy Policy and Data Processing Addendum.

If You are interested in learning more about Us and remote team building and management best practices, opt-in to Our newsletters, marketing materials, and other promotional information We may send. Please note that even if You have not opted-in or have since unsubscribed, We may still send You required transactional or administrative messages related to the Services. We encourage You to review Our Terms of Use for more information about Your interactions with Our Website and Platform.

The Platform is not the answer to everything. Information provided via the Website or Platform is meant for informational purposes only and should not be interpreted as professional legal or tax advice. Further, the nomenclature chosen and displayed on the Platform characterizing your access or privileges does not equate to any authority You have, or may have, over a Team Member. We encourage You to consult a professional that is trained or licensed in the relevant area if You need assistance.

🚧 Beta Services

From time to time, We may invite You to try, at no charge, Our Beta Services. You may accept or decline any such trial at Your sole discretion. Any Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, or by a description of similar import. Beta Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. BETA SERVICES ARE NOT CONSIDERED “SERVICES” HEREUNDER AND ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY. We may discontinue Beta Services at any time in Our sole discretion and may never reinstate them.

🦪🦪 Add-on Services

We may offer add-on Services from time to time that are governed by additional terms and conditions of use. You will be provided with a copy of such additional terms and conditions of use prior to You contracting to receive such Services.

🧭 Customer Company Obligations

Team Member. You may interact with the Team Member on a day-to-day basis only as allowed by law and by the most limited means necessary in connection with the rendering of Team Member Service. Further, You will notify Us immediately regarding any Management Issues concerning the Team Member as soon as You become aware of any such issue. While Team Member is rendering services to You, You will assign only those tasks and instructions that are legal with Us in copy and will treat Team Member ethically, in compliance with these Terms, the Service Agreement, and applicable law including any data protection laws.

Either Party must immediately inform the other Party of any matter relating to Team Member Service, a Team Member’s performance, or a Team Member’s employment with Oyster. That way, We can work together towards resolving the issue, minimizing costs, or mitigating any other potentially negative consequences without necessarily making any changes to the Services. As the Team Member’s employer, only Oyster - not You - will handle any disciplinary actions or termination of the Team Member’s employment with Oyster. Further, upon request, You will provide to Us any information, documentation, access to Your premises or electronic systems, and employees solely to the extent such request relates to Our resolution of any Management Issues concerning the Team Member.

You may provide instructions and training directly to the Team Members which are necessary for them to provide the services to You (“Your Training”) only with Our prior written approval. Your Training may include compliance with Your policies in relation to: (i) data protection and privacy; (ii) access to and use of Your network and computer resources; (iii) compliance or code of conduct policies; (iv) security, safety, and health policies; and/or (v) communications regarding the performance and delivery of the Team Member’s work. Oyster is not responsible for Your Training and as such will not assume any liability for any acts, failures, or omissions of Team Members in connection with Your Training. Further, and just to be clear, Your Training in no way affects Our status as employer of Team Members and Our authority with respect to Management Issues.

If You are, or become, aware that any Team Member has provided services to You before the commencement of their employment with Oyster (“Past Service”), You will immediately notify Us. You acknowledge and agree that You are solely responsible for paying all amounts due to the Team Member in connection with such Past Service, and We will not be liable for paying the Team Member on Your behalf or otherwise be liable in connection with Past Service.

When a Team Member ceases to provide services to You for any reason, You will pay all Transition Costs to Us in connection with such change.

Invoice Information. You agree to provide Us any information reasonably required or requested by Us to prepare and issue accurate invoices to You. This may include, without limitation, notifying Us in advance of any Team Member scheduling or issues that will affect the Service Fee, or any changes, additions, or deletions to Team Member information, including any one-off payments, to Us by the monthly cutoff date provided in the Platform. You agree that Your failure to timely object to the settlement invoice, in accordance with these Terms, will confirm the invoiced amounts are due and payable for Team Member Services.

If You are late to submit information required for Us to invoice You or You make changes after You initially submit such information, We will process the changes as soon as commercially practicable. Any late payment penalties incurred by Us due to Your delay in submitting or changing this information will be Your responsibility to pay.

Contractor Management. You are responsible for recruiting Contractors who are qualified and eligible to contract legally in the country in which they are living. Once Contractor is identified, You are responsible for negotiating with Contractor the terms of the engagement, including services required, cost of services, time to perform, and cadence of payments. You may use Our templates within the Platform to memorialize the terms of the agreement, or upload their existing agreements to the Platform for easy management of all workforce agreements. Invoices can also be created, uploaded, transmitted, and stored within the Platform.

You should review each invoice carefully before making payment. Once payment is initiated, We cannot stop or otherwise change the payment. If You owe outstanding payments to a Contractor after completion of work, or if You are dissatisfied with the service provided by a Contractor, either You or Contractor may initiate cancellation of the contract within the Platform. Cancellation simply terminates further obligations, but does not affect any remedies. Once a contract has been canceled, You and Contractor cannot alter the contract status or request payment. If there is a dispute regarding the services provided or payments made, You and Contractor must address the dispute directly with each other.

Accurate Records. Our Services, fees, and obligations in the Terms are conditioned upon Your full and accurate disclosure of all information We request, including any change to information You previously provided. You maintain full responsibility for verifying the ongoing accuracy of all Your information on the Platform and to timely transmit that information to Us. We rely on such information to provide Our Services and establish Our fees. If You fail to provide accurate and complete information, We have the right to collect additional amounts from You, change the Services provided and/or the fees charged, or with 30 days’ notice, terminate any active Service Agreements.

Performance Assistance. You will enable Us to take all necessary steps to effectively provide Our Services. Your assistance in this regard may include Your timely completion of forms or signature on benefits or other registration documents. We shall have no liability for any errors, omissions, or failures relating to the Services if caused by Your delay or failure to assist. If Our provision of Services becomes impossible due to Your actions or omissions, We retain the right to be paid for the Services already rendered.

Your Business. Our business is to support Your business. But You know Your business better than We do or ever will. Any duties not expressly allocated to Oyster under the Terms remain Your obligation. Examples of duties for which You remain responsible include: provision of Your services and/or products; compliance with Your professional and business licensing regulations; and compliance with the standards that pertain to Your specific business, industry, or workplace. If You are, or become, a government owned entity or a government contractor or contract with a government owned entity (“Government Contracting Entity”), please let Us know immediately. You understand and agree that We do not provide Our Services to a Government Contracting Entity and will not assume any obligations or responsibilities under any government contracts. We reserve the right to terminate any Service Agreements with You and be paid for the Services already rendered, including any Transition Costs, if You become a Government Contracting Entity.

Access to the Platform and Services. Our Services are not directed to individuals under the age of 18 and We do not knowingly collect information from any minor. If You become aware that a minor has provided Us with personal information, please let Us know immediately.

You agree not to access the Platform and the Services if You are, or give Your controlling stake to, Our Direct Competitor, except with Our prior written consent. You will not access the Services or the Platform for monitoring their availability, performance or functionality, or any benchmarking or competitive purpose.

You will use Our Services and Platform only in accordance with applicable law and the Oyster Terms. You will never sell, resell, rent, or lease the Services without Our prior written approval nor interfere with or disrupt the integrity or performance of the Services. Such prohibition includes entering into any agreement or contract with the Team Members without Our prior written approval during Your engagement under these Terms.

Our Platform is important in Our endeavor to fulfill Our mission and the provision of Services to Our customers. As such, We need to monitor and protect both diligently. Oyster may suspend or cancel the Services or Your accounts, in whole or in part, immediately upon notice to You for cause if We, in good faith, determine that: (a) You have materially breached, or threatened to materially breach, any provision of the Oyster Terms which cannot, or could not, be rectified by You; (b) Your use of Our Services is fraudulent or materially and negatively impacting the Services; (c) suspension or termination is required by applicable law or regulation; (d) Your use of the Services threatens the security, integrity, or availability of the Services; (e) Your failure to pay Our invoices in the method and time period required under the Oyster Terms; (f) Your suspicious behavior, harassment, or unfair, deceptive, or illegal acts and practices; (e) You cease to use Our Services, without notice to Us as required under the Terms; or (f) information in Your account is untrue, inaccurate, or incomplete. We reserve the right to terminate the Services, which will include reassigning and/or discontinuing Your access to the Team Member(s) and charging You all fees and costs Oyster incurs as a result of the termination. You remain responsible for the payment of Our Fees in respect of the Services.

You will also provide Us with the right to access with reasonable time to review Your data and Your systems and related processes, solely as may be necessary for Us to provide the Services to You and to investigate any risks to Our Services and Platform as mentioned above.

How We Bill

👨‍💼 Team Member Service

Total Cost of =
Team Member Service
Subscription +
Fee
Service +
Fee
Administrative
Cost

Total Cost of Team Member Service. Your monthly Total Cost of Team Member Service principally includes three elements: the Subscription Fee, the Service Fee, and any Administrative Cost, all of which differ based on the location and experience of the engaged Team Member. You will be charged only for Services provided. For instance, If the Team Member only works for one week, Your invoice will reflect the prorated Service Fee and Administrative Cost amount payable for one week of Services, not the full month. These changeable amounts, along with the fixed Subscription Fee, are separately detailed on each Service Agreement and every invoice. Subscription Fees will not be prorated for partial month payments.

Subscription Fee. The Subscription Fee is the fee We charge for access to Our software, Platform, and Services. Our Subscription Fee is payable monthly and varies based on the country in which Services are provided. We will begin charging Our Subscription Fee on the first date on which Services are provided or as otherwise provided in the Service Agreement. We have no on-boarding or off-boarding fees.

We reserve the right to change the Subscription Fee for any reason, including but not limited to product development, automation investment, and marketing conditions, among others. If We change the Subscription Fee, We will provide You with a written notice of 30 days. Continued use of Our Platform after 30 days will indicate Your acceptance of any changed Subscription Fee.

Service Fee. The Service Fee is payable monthly and varies based on the Services provided, and the rate of the Team Member. The applicable Team Member rate will be set out in the Service Agreement for each engagement.

Administrative Cost. The Administrative Cost includes Our overhead costs associated with the employment of the engaged Team Member, including required taxes, foreign exchange conversion, certain benefits, social welfare and other contributions. An Administrative Cost may also be incurred due to one-time payments, awards, or certain benefits due to Team Member, as well as any Transition Costs or Liabilities, incurred by or on behalf of Oyster, arising out of any Employment Claims or any periodic or one-time post termination payments to the Team Member. All Administrative Cost amounts are estimates and are subject to change.

Team Member Expenses. A Team Member may incur work-related expenses (for example, travel costs) while performing Services for You, which are not included in the Total Cost of Team Member Service. You agree to pay Us for all expenses incurred by a Team Member in providing services to You, if the expense was required to provide services and was approved by You. You agree to notify Us of any disputed expense amounts invoiced to You in accordance with the Invoice Disputes provision below.

Team Member Travel. You agree to let Us know in advance if You require a Team Member to travel in order to provide services to You, and if You prefer services-related travel to be arranged through a specific travel booking system. If Your required booking system bills Team Member travel costs directly to You, You will pay Your vendor directly, and We will not invoice those costs to You. Otherwise, travel costs will be submitted for reimbursement as provided above. You acknowledge and agree that You are solely responsible for all amounts due to Your direct third party vendors for Team Member services-related travel, and We will not pay Your vendors on Your behalf.

🤝 Contractor Service

Total Cost of =
Contractor Service
Subscription +
Fee
Invoice +
Amount
Administrative
Cost

Total Cost of Contractor Service. Your Total Cost of Contractor Services also includes three elements: the Subscription Fee, the amount of the Contractor invoice approved by You for payment, and Our Administrative Cost.

Subscription Fee. This is the fixed monthly fee We charge for access to Our software, Platform, and Services. We will begin charging the Subscription Fee on the first date on which Contractor Service is provided to You or as otherwise provided in the Service Agreement.

We reserve the right to change the Subscription Fee for any reason, including but not limited to product development, automation investment, and marketing conditions, among others. If We change the Subscription Fee, We will provide You with a written notice of 30 days. Continued use of Our Platform after 30 days will indicate Your acceptance of any changed Subscription Fee.

Invoice Amount. This is the amount of the Contractor invoice approved by You on the Platform for payment to the Contractor. All expenses and taxes payable by You to the Contractor must be included in the Contractor invoice.

Administrative Cost. The Administrative Cost includes Our overhead costs associated with the provision of the Contractor Service, including third-party costs and any adjustments due to foreign exchange conversion. These Administrative Cost amounts are also estimates and are subject to change.

Add-on Services

Our fees for any Add-on Service varies based on several factors, including the Add-on Service provided, the location of the Team Member, and the scope and complexity of the Add-on Service. The applicable fee for the Add-on Service will be set out in the Service Agreement for each engagement and the related invoice.

🌂 Service Agreement Deposit

We require an initial deposit for all Service Agreements prior to the start of the engagement. The amount of the deposit for each Service Agreement is dependent on the country in which the Team Member is located. We may require an additional deposit of an amount equal to any increased costs of an engagement, which may include any variable or incentive compensation (i.e., commissions or bonuses) or any reasonably anticipated Transition Costs. A Team Member cannot commence an engagement if You have not paid the applicable deposits before the first date of engagement.

Security Interest. We have a security interest in the deposit, which is perfected by Our possession and control of the deposit funds. The deposit will be held by Us or for Our benefit until the date of payment of all Transition Costs or Our unpaid invoices in accordance with this Section, and if required by Us, will be applied towards any outstanding balance owed by You for the Services.

Transition Costs. When a particular Team Member ceases to provide services to You, whether at Your or Team Member’s request or as a result of breach of these Terms, We may utilize Your Service Agreement deposit to pay for any or all associated Transition Costs. As the employer, We are responsible for conducting any defense and settlement of any Employment Claims. We will consult and seek assistance from You to facilitate an efficient resolution of any such claims, provided however, You acknowledge that time is of the essence and You agree to timely cooperate with any requests made by Us in connection with defending Employment Claims. To the extent You delay or fail to respond, You acknowledge We may proceed to defend or settle the Employment Claim without Your involvement, and reserve the right to charge any Transition Costs to cover Our expenses in this regard. Further, by failing to cooperate, respond, or participate in the defense of an Employment Claim upon Our request You waive any dispute as to the validity of the Transition Costs.

Payment of Invoices. After two consecutive unsuccessful auto debit withdrawal attempts where auto debit is enabled as mentioned in the Invoicing and Payment Section below, or in all other cases anytime after the due date of Our invoices, without limiting Our other rights or remedies, We will apply Your current Service Agreement deposit to cover any and all outstanding invoice balances and notify You. You will be required to replenish Your Service Agreement deposit within 5 days of it being applied to cover Your outstanding balance. Your failure to replenish Your Service Agreement deposit constitutes a material breach of these Terms.

Return of Funds. Any deposit not utilized in providing or terminating the provision of Services or for payment of Our invoices will be returned as soon as commercially practicable, after all matters related to the termination of the Service Agreement, including but not limited to all employment-related matters, have been fully and finally resolved.

💶 Invoicing and Payment

Timing. You agree to pay all invoices timely, including invoices that charge for incidental or one-time Team Member costs (for example, initial deposit, expenses, etc.). All Our invoices are due for payment after 5 days from the date of their issuance via the Platform, or as set forth in the invoice. Where direct debit is supported, You authorize Us to auto withdraw all invoice amounts from Your account anytime on or after either the 6th day from the date of Our delivery of the relevant invoice or the due date as set forth in the invoice. If the auto withdrawal attempt is unsuccessful, We will renew Our attempt to auto withdraw the applicable invoice amount daily until successful without limiting Our other rights or remedies under law or these Terms. Your failure to pay invoices when due constitutes a material breach of the Oyster Terms. We will not extend the due date for payment of invoices.

Billing Cycle. We may issue two separate invoices:

(a) a monthly “preliminary invoice”, which may also be referred to as a pre-funding invoice on the Platform, issued on or after the 11th of each month for the Service or invoice fee (as the case may be) and the estimated Administrative Cost for that month. You agree not to dispute the preliminary invoice and that it is due and payable within 5 days from the date of its issuance via the Platform or as otherwise set forth in it; and

(b) a “settlement invoice” issued in the 1st week of the next month for Our actual total fees (including the Subscription Fee) for the engagement in the preceding month. Your payment of the preliminary invoice received by Us will be applied towards the payment of the settlement invoice, and, in case of any overpayment, we may either issue a credit note for the excess amount or directly apply it to the next provisional invoice.

We reserve the right to issue additional invoices, payment of which will be subject to these Terms, in a given month to account for any off-cycle costs owed by You for the Services.

Currency. You will pay Our invoices in the currency set forth in the Service Agreement(s). We pay Team Members in their home country currency and pay Contractors as specified in their contract. When the currency We receive is different from the currency We are obligated to pay, We will exchange the currencies. We calculate Our exchange rate using rates from one or more currency exchange partners. Our rate is updated regularly, but may not be identical to the real-time market rate. The exchange rate used will be stated in the invoice.

Payment Method. In all countries where We support direct debit arrangements, You will pay only via direct debit. We may use a third party provider to accept and make payments. You will, at Your expense, do all such acts and things necessary or desirable to give effect to this payment method, including setting up the necessary direct debit authorizations for Us on the Platform depending on the currency or the location of the payment of Your invoices, including but not limited to ACH, BACS, PAD, or SEPA Direct Debit. All information, in whatever form, provided by You to Us on the Platform in connection with the direct debit will be complete, accurate, and not misleading to the best of Your knowledge and belief. You may change the banking information by updating the details on the Platform, making sure to allow at least 5 business days for Us to verify such changes before any invoices become due.

You are responsible for complying with all information requests, terms of service, or other requirements of Your bank or other financial institution necessary to ensure that We are authorized to arrange for funds to be debited from Your account for any invoice when it becomes due. In addition, You are also responsible to ensure there are sufficient clear funds available in Your account to allow a debit payment to be made in accordance with the Oyster Terms.

You are also responsible for paying any fees, charges, demands, or other payments payable to Your bank for insufficient funds, overdraft, wire transfer, or for any other reason whatsoever in connection with Your transfers or payments for the direct debit auto withdrawal, including any payment provider transaction fees, taxes, and any other third-party charges.

Invoice Disputes. If You dispute any settlement invoice, or portion thereof, You must notify Us in writing within 5 days of receipt of settlement invoice specifying the specific charges disputed. Any undisputed charges are deemed approved, and We will direct debit all undisputed amounts where applicable. The Parties will negotiate in good faith and cooperate diligently to promptly resolve the disputed portion of the settlement invoice and any agreement between the Parties in this regard will be final and binding.

Late Fees. If any invoice becomes 3 days overdue beyond its applicable due date, and the direct debit is unsuccessful, then without limiting Our other rights or remedies, We will charge interest on unpaid balances at the rate of 1.5% of the outstanding balance per day, or at the maximum rate permitted by law, whichever is lower. Interest will compound monthly as allowed under applicable law.

Nonpayment. In the event of non-payment, We will use a collection agency or any other means We deem necessary, to collect payment of any unpaid Oyster invoices. You will pay all collection agency fees and attorney’s fees associated with such collection. For all undisputed portions of an unpaid invoice, You agree that We may, in Our sole discretion, enter a default judgment against You in a court of competent jurisdiction establishing the amount You owe but failed to pay, and that such judgment will be inclusive of all late fees, attorney’s fees, and costs incurred to effectuate the entry of the judgment. In the event You file for bankruptcy during the term of this Agreement, or while You are in arrears on invoices issued pursuant to the Oyster Terms, You will include Oyster on Your list of preferred vendors, to include all payments due to Us in any first day motions filed, to designate Oyster as a priority debtor, or any similar such method of prioritizing Your debt to Oyster with equal or higher priority that You otherwise assign, or are allowed to assign, to Your payroll as allowable under applicable law.

Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes in connection with Your use of the Services and the Platform. This includes Taxes that We are legally required to pay or collect for your benefit. For clarity, We are solely responsible for taxes assessable against Us based on Our business.

Changes and Termination

🔀 Change of Services

Changes due to Compliance Obligations. The laws governing consulting services, the legal framework regulating Our market or industry sector, or employment in the Team Member’s home country may change. Additionally, union or collective bargaining agreement(s) governing a Team Member’s engagement are subject to change throughout the duration of this agreement. You understand and agree that such changes are beyond the control of either Party. Such changes may require adjustments to the Terms and cost of Services under the applicable Service Agreement.

Changes for Convenience. We reserve the right to change the products and Services offered, the manner in which they are delivered, including, but not limited to a transfer of a Team Member to a different Oyster Partner or to an Oyster entity within the country. You may also request modifications to the Services, including but not limited to Team Member Service or the transfer of a Team Member between Your entities. Please remember, as the employer, only Oyster, either itself or through its Oyster Partner, may perform any action in connection with Team Member’s employment status, including title, salary, benefits, and transfer. Therefore, You will communicate any request for such actions directly to Us, and the Parties will discuss and agree on a course of action consistent with the local laws of the applicable country. Changes for convenience may require adjustments to the Terms and the cost of Services under the applicable Service Agreement.

Effect of Change. If a change is required, as stated above, the Party requesting the change will provide the other Party reasonable notice as may be sufficiently required to effect such change. The Parties will work together to facilitate a smooth transition or implementation of changes as they relate to Team Member. Any transfer to a new Oyster Partner or Oyster entity shall not compromise the quality of Services provided and shall not compromise a Team Member’s rights under local law to consent to such transfer. If We are requesting the change, We will provide You written notice of changes. Continued use of Our Platform after 30 days will indicate Your acceptance of any changed Services.

We are not liable for any claims relating to the change of Services to the extent caused by Your failure to comply with this Section.

🛑 Termination of Services

Convenience. You may terminate individual Service Agreement(s) or Our agreement under the Terms, at any time, for any reason or no reason, if You give us 30 days’ written notice of Your intent to terminate. Oyster can likewise terminate any Service Agreement(s) or Our agreement under the Oyster Terms at any time, for any reason or no reason, if We give You 30 days’ written notice.

Breach. In the case of breach of contract, either Party may terminate this agreement under the Terms and/or one or more Service Agreement(s), following written notice to the other Party and 5 calendar days’ opportunity to cure. The cure period will not be extended. Neither Party’s breach of the Agreement will relieve Your obligation to pay for all Services and their termination, including but not limited to all applicable Subscription and Service Fees and the Administrative Cost set forth in the applicable Service Agreement(s).

Cancellation of Services. We reserve the right to cancel any Services managed on the Platform due to suspicious behavior, fraud, harassment, unfair, deceptive, or illegal acts or practices, or at the direction of law enforcement or other regulatory authority.

Effect of Termination. After either Party has delivered to the other Party a termination notice as provided above, We will begin the process of terminating Services with respect to the affected Team Member(s) or Contractor(s). We will continue to provide Services under the current Terms until the actual date each Service Agreement can be terminated in accordance with the relevant terms and with applicable law and You will be responsible for paying all costs of Services, including Transition Costs, till the actual date of termination of Services. Therefore, although notice of termination may be given in accordance with the 30-day notice period, the actual date of termination of Services may exceed the notice period in accordance with applicable law.

Your obligation to pay unpaid invoices and Our remedies for non-payment survive termination of the agreement under these Terms and any applicable Service Agreements or Contractor Contracts.

The termination or expiration of a Service Agreement or Contractor Contract will not terminate these Terms. Unless a Party terminates these Terms as described above, the Terms will remain in effect for as long as You have any active Service Agreement or Contractor Contract on the Platform and will automatically terminate 90 days from the date on which You no longer have any active Service Agreements with Us or Contractor Contracts on Our Platform. Once these Terms end, You may access the Platform only to view and download Your information until December 31 of the year following the expiration or termination of these Terms.

Warranty and Disclaimers

💪 Warranty

Mutual Warranty. Each Party hereby represents and warrants: (a) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (b) that the execution and performance of the Oyster Terms will not conflict with or breach any other agreement to which it is a party or by which it is bound, or any order, judgment, decree or other restriction applicable to it; and (c) that the Oyster Terms will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms.

Oyster’s Warranty. We further warrant that the Services, including the provision of contracts, will be performed and operate in all respects in accordance with the Oyster Terms and with applicable laws, and will be performed in a professional and workmanlike manner at a standard comparable with others in the industry.

Customer Company Warranty. You further represent and warrant that during the use or engagement of Services: (a) You will comply with all laws applicable to You and those relating to the engagement or provision of Services, these Terms, and all Service Agreements and Contractor Contracts, and (b) You will not task or otherwise involve Team Members or Contractors in any illegal activity.

Trade Sanctions and Export Control Compliance. The Services and Platform, and Your use of them, are subject to laws, restrictions, and regulations of the United States and other jurisdictions that: (a) govern the import, export, and use of the Services and Platform; and (b) may prohibit us from providing the Services and Platform to You without notice. By using the Services and Platform, You agree to comply with all such laws, restrictions, and regulations, and You warrant that You are not prohibited from receiving the Services and Platform by the laws of any jurisdiction.

🚫 Disclaimers

Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, OUR SERVICES, THE PLATFORM, WEBSITES, CONTENT, AND ANY WORK UNDERTAKEN BY TEAM MEMBERS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY OYSTER. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OYSTER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. OYSTER DOES NOT WARRANT THAT OUR SERVICES, THE PLATFORM, WEBSITES, OYSTER CONTENT, OR ANY WORK UNDERTAKEN BY TEAM MEMBERS WILL (I) MEET YOUR SPECIFIC EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM UNAUTHORIZED, THIRD-PARTY SYSTEM ERRORS, INTRUSION, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS NOT CONTROLLED BY US; OR (III) BE FREE FROM INTERRUPTION.

Employment Relationship. Oyster is the sole employer of Team Members. In contrast, any Contractor engaged by You is a professional services relationship and is not intended to create any employment relationship with either Party. You acknowledge that We are not liable for any damages or other consequence if, despite this agreement, a government agency, other regulator, or judicial body deems You to be the employer of a Team Member or Contractor. In that instance and to the extent allowed under applicable law, We will make any required changes to Our Services required as a result of such determination.

Permanent Establishment. Whether You are deemed to be transacting business in a country where Services are provided ― which triggers a taxable presence or so-called “permanent establishment” ― will be a function of the totality of Your activities in that country. You retain all responsibility for Your business activities, both within and outside of a particular jurisdiction. This includes Your corporate structure, corporate tax matters, hiring decisions, stock issuance, work projects and assignments given to service providers (including Team Members or Contractors), and/or any other business decision and associated risk incurred in connection with Your international operations. You acknowledge these activities are beyond Our control and agree to hold Us harmless for any damages or other negative consequences sustained as result.

Forms. As the Team Member’s employer, We reserve the right to determine the form and substance of certain documents governing the employment relationship, including offer letters and are solely entitled to send those documents to Team Members. In some instances, where allowed under applicable law, We may allow You to utilize Your form agreements, policies, and other documents, or to customize Our templates to accommodate Your business needs. Such accommodation, or the use of Your own forms or customized versions of Our templates, is at Your own risk. You agree that Your use of customized forms does not affect Our status as employer of Team Members and Our authority with respect to Management Issues. You also agree to hold Us harmless and indemnify Us from any claims arising from Your use of those documents. You acknowledge and agree to Our complete discretion in choosing which forms We may allow in accordance with applicable law and consistent with the Platform.

Professional Advice. While We agree to provide compliant Services to You, We do not provide tax, legal, or accounting advice. If You have questions after reviewing the contracts and forms generated by and through the Platform, or any other information provided by Us, You should consult Your own tax, legal, or accounting advisors prior to using those documents or paying an invoice.

When Things Go Wrong

👥 Indemnification

Mutual Indemnification. Each Party agrees to indemnify the other solely in accordance with this section.

You will indemnify, defend, and hold Oyster, its officers, directors, agents and lawful assigns harmless from and against any and all third-party claims, demands, suits, proceedings, or causes of actions (together referred to as “Claims”), damages, liabilities, payments, costs, and expenses, including reasonable attorneys' fees, (together referred to as, "Liabilities") arising out of a Claim relating to:

  1. Any breach by You of the obligations, warranties, or agreements contained or referenced in the Oyster Terms;
  2. Your gross negligence or willful misconduct in the performance of Your obligations in the Oyster Terms;
  3. Attempts by a Team Member’s former employer to enforce a non-compete or restrictive covenant;
  4. Any theft or misappropriation of intellectual property by Team Member, except to the extent such Claim is caused by Oer’s gross negligence or wilful misconduct;
  5. Employment, termination of employment, or classification of Team Members or Contractors, except to the extent such Claims caused by Oyster’s gross negligence or wilful misconduct;
  6. Your pre-existing relationship, Past Services, or any interaction with a Team Member before the first date of Team Members engagement under a Service Agreement;
  7. Your permanent establishment or any related tax liability in a country where the Services are provided; or
  8. Your data processing activities in connection with the Services.
We will indemnify, defend, and hold You harmless from and against any and all Claims and Liabilities arising out of a Claim made against You relating to:
  1. Any breach of Our obligations, warranties, or agreements contained in the Oyster Terms;
  2. Employment, termination of employment, or classification of Team Members, caused by Oyster’s gross negligence or willful misconduct;
  3. Oyster’s gross negligence or willful misconduct in the performance of its obligations hereunder; or
  4. Oyster’s data processing activities in connection with the Services

Indemnification Process. If You become aware of a Claim, and are seeking indemnification, promptly notify Us in writing of the Claim. We will do the same for You. Each Party agrees to cooperate with the other by providing necessary information and assistance as requested in support of efforts to respond to and defend any Claim, with expenses to be borne by the indemnifying Party. As a condition of indemnification, the Party seeking indemnification must provide the indemnifying Party sole control of the applicable defense and settlement. The indemnified Party may participate in its own defense at its sole expense. The indemnifying Party may not settle any claim unless such settlement includes a full release of the applicable Claim against the indemnified Party. The indemnifying Party may not settle any Claim without the indemnified Party’s written consent, not to be unreasonably withheld, if the settlement imposes a payment, admission of fault or wrongdoing, or other obligation on that Party, or if settlement is deemed not to be confidential, except that We may settle any Claim from a Team Member in connection with termination and pay severance amount equal to 1 month of the Total Service Fee of that Team Member and all statutory severance payments as may be required under applicable law.

Duty to Mitigate Losses. Nothing in this section shall restrict or limit either Party’s general obligation at law to mitigate any loss it may suffer or incur as a result of an event that may give rise to a Claim under this indemnity.

🔮 Limited Liability

Damages Excluded. To the extent permitted by law, in no event will either Party be liable to the other for special, indirect, incidental, punitive, or exemplary losses, damages, or expenses (including, without limitation, claims for lost business profits or revenue, loss, interruption, or unavailability of data, interruption of business operations, or the cost of the procurement of substitute goods or Services, Your use or inability to use the Platform or any interruption of such use), even if such Party has been advised of the possibility of such damages and regardless of the cause of action (whether in contract, tort, breach of warranty or otherwise).

Liability Limit. You agree not to hold any Oyster employee, officer, director, agent, or lawful assign, including Team Member, personally liable for Oyster’s obligations as set out in the Oyster Terms. To the extent permitted by law, except for the indemnity obligations outlined herein (which are subject to the separate indemnity liability limit below) and Liabilities arising as a result of bodily injury or death or damage to tangible property for which You or Oyster is legally liable, in no event, or series of connected events, will either Party’s total liability to the other in connection with any particular Service Agreement, exceed the lesser of $100,000 USD or 12 times the Subscription Fee and Service Fee for the relevant Team Member(s) or the Subscription Fee for the relevant Contractor(s), as the case may be, for the month immediately preceding the action giving rise to the liability.

Each Party’s aggregate liability for any indemnification Claims arising under these Terms will not exceed $1,000,000 USD.

🤦‍♂️ Dispute Resolution

Agreement to Arbitrate. If informal attempts to resolve any dispute relating to Your use of the Services or Platform, including whether the claims asserted are arbitrable, are unsuccessful, You agree that the matter will be referred to and settled through final and binding arbitration in New York, in the English language, before a single arbitrator (under the ICDR’s International Expedited Procedures, then in effect). The Parties agree that the arbitrator is not empowered to award damages in excess of the limitations of liability specified in these Terms. Judgment upon the award rendered by the arbitrator, including equitable relief, may be entered by any court having jurisdiction thereof. The arbitrator will have the power to enforce, to the fullest extent allowed under the law, any default judgment entered against You arising out of Your non-payment of invoices.

Injunctive Relief. Notwithstanding the foregoing, in the event of Your or others’ unauthorized access to or use of the Services or Platform in violation of the Oyster Terms, You agree that We are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Class Action and Jury Waiver. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. YOU UNDERSTAND THAT BY AGREEING TO THE OYSTER TERMS, THE PARTIES EACH WAIVE THE RIGHT TO TRIAL BY JURY AND THE RIGHT TO BRING OR PARTICIPATE IN ANY DISPUTE ON A CLASS, PRIVATE ATTORNEY GENERAL, REPRESENTATIVE, OR SIMILAR BASIS. ONLY CONSENT TO THESE TERMS IF YOU UNDERSTAND AND AGREE TO THIS PROVISION.

✨ Important Things That Aren’t Easily Categorized

Marketing. Ask Us first. You will not issue or release any announcement, statement, press release, or other publicity or marketing materials relating to these Terms or otherwise use Our trademarks, service marks, trade names, logos, domain names, or other indicia of source, affiliation, or sponsorship, without Our prior written consent. However, We may use Your trade name and logo on Our Website, or otherwise publish that We are providing Services to You, for sales or marketing purposes, unless You notify Us otherwise in writing.

Electronic Acceptance of Terms. These Terms, and any amendments thereto, by whatever means accepted, will be treated in all manner and respects as an original contract and will be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. Neither Party hereto will argue that a contract was not formed hereunder based on either (i) the use of electronic means to indicate acceptance of these Terms; or (ii) the fact that any signature or acceptance of these Terms was transmitted or communicated through electronic means; and each Party forever waives any related defense.

Electronic Notification. Any notices or other communications provided by Oyster, including those regarding modifications to these Terms, will be given: (i) via email; and (ii) by posting to the Platform. Notice provided by e-mail will be deemed received on the date such email is sent. Notice provided by posting to the Platform will be deemed received on the date that notice is posted.

No Agency. Except where explicitly provided, the Terms do not create or constitute a partnership or joint venture between the Parties or make either Party an agent of the other. Neither Party will hold itself out contrary to the terms of this paragraph. Nothing contained in these Terms will be deemed to permit either Party to conduct business in the name of or on account of the other Party, to incur or assume any expense, debt, obligation, liability, tax or responsibility on behalf of or in the name of the other Party or to act on behalf of or bind the other Party in any manner whatsoever.

Waiver. No failure or delay by either Party to exercise any right or remedy provided under the Oyster Terms or by applicable law will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy.

No Assignment. Except where explicitly provided, neither Party may assign rights and obligations under the Oyster Terms, by operation of law or otherwise, without the other Party’s prior written consent, which will not be unreasonably withheld. Any attempt to assign or transfer this agreement, without such consent, will be null and void. This prohibition does not apply to any assignment by a Party to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets except Your assignment to a Direct Competitor.

Third Party Rights. Except as expressly provided in Oyster Terms, these Terms do not give rise to any rights for third parties to enforce any provision of the Terms.

Force Majeure. If either Party is delayed, hindered, or prevented from performing its obligations under this agreement by reason of war, riot, sabotage, terrorist act, flood, fire, earthquake, hurricane, tornado, radiological emergency, computer virus or worm, governmental or quasi- governmental law, regulation or court order, or any other cause of like nature beyond reasonable control, the Party unable to perform will promptly give notice to the other Party. As soon as practicable under the circumstances, the non-performing Party will make commercially reasonable efforts to resume full performance.

Entire Agreement. The Oyster Terms, including these Terms, all applicable Service Agreements, Oyster’s Privacy Policy, Website Terms of Use, Data Processing Addendum, and any other separately executed contracts form the entire agreement between the Parties and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. Any of the Oyster Terms, including these Terms, may only be modified in writing and signed by the Parties, except as otherwise provided herein. To the extent any conflict or ambiguity between these Terms and the terms of a Service Agreement arises, the terms of the Service Agreement will govern.

Survival. Any provision of the Terms that expressly or by implication is intended to come into or continue in force on or after termination of the Terms including (a) Confidential Information, (b) Data Privacy and Processing, (c) Compliance, (d) Intellectual Property, (e) Accurate Records, (f) Effect of Termination, (g) Warranty and Disclaimers, (h) Mutual Indemnification, (i) Limited Liability, (j) Dispute Resolution, and (h) Important Things That Aren’t Easily Categorized, shall remain in full force and effect.

Severability. If any part of these Terms are found to be invalid or unenforceable, the remainder of the agreement will remain in full force and effect as if the unenforceable part did not exist. The Oyster Terms will be construed in its entirety, giving meaning to the whole, and not strictly for or against Oyster or Customer Company.

Governing Law. This agreement shall be governed by and construed in accordance with the laws of New York, USA without regard to its conflict of law provisions. The UN Convention on Contracts for the International Sale of Goods shall not govern this agreement or the rights and obligations of the Parties under this agreement.

Contacting Oyster. Notice to Oyster under these Terms or any Service Agreement can be provided by email addressed to Legal@OysterHR.com. If You really like snail mail, You can find us at:

Oyster HR, Inc.
307 W. Tremont Avenue, Suite 200
Charlotte, NC 28203 USA

Feedback. Oyster was made for You. Our mission is making the global distributed workforce management process clean, simple, accessible, and affordable for Customer Companies, while creating and cultivating a mission-driven community where brilliant people build fulfilling careers from anywhere. If You have ideas about how We can do that better, We welcome Your suggestions. Talk to Us at Support@OysterHR.com. We will listen.

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