The Middle

Terms of Service — Client

Last Updated: May 2026

1. 1. Services. Subject to, and in accordance with the terms of this Agreement, the Company shall provide the following services to Client (collectively, the "Services"):
   1. identify and provide Client with profiles of individual candidates (each, a "Candidate") to potentially serve as an assistant for Client;
   2. for each Candidate approved by Client, facilitate one (1) interview between Client and such Candidate;
   3. at Client's request following an interview with a Candidate, facilitate an additional interview with the same Candidate (an "Additional Interview");
   4. at Client's request following Client's initial interviews of Candidates (or, in the case of a Replacement Candidate, following Client's interview of one (1) Replacement Candidate), refer additional Candidates to Client ("Additional Candidates");
   5. if a Candidate hired by Client ceases to provide services to Client within thirty (30) days following the date the Company facilitates the hiring of a Candidate by Client by providing the contact information of both Candidate and Client (the "Hiring Date"), at Client's request, refer Client one (1) additional Candidate (a "Replacement Candidate").

   The Company provides a matchmaking and referral service only. The Company does not supervise, direct, or control any Candidate and serves only to introduce prospective Candidates to Client.

   The Company may subcontract any aspect of this Agreement in its sole discretion to assist in the completion of the Services. Neither the Company, nor any of its agents, contractors or employees shall be deemed an employee of Client or vice versa.

2. 2. Fees. The Placement Fee and Replacement Candidate Fee are set forth and defined below.
   1. Placement Fee.
      1. Client shall pay the Company a non-refundable fee upon hire of a Candidate (the "Placement Fee"). The Placement Fee shall be earned as of the Hiring Date and shall be equal to the Company's placement fee rate in effect at the time Client submits the Client Questionnaire or otherwise first contacts the Company regarding the applicable search, as posted on the Company's website, disclosed through the Client Questionnaire, or otherwise made available to Client; provided, however, that if the Company communicates a different placement fee to Client in writing, including for a returning Client or discounted engagement, such written fee shall apply. If Client does not hire a Candidate referred by the Company, Client may terminate Services upon delivering written notice to the Company and no Placement Fee shall be due.
      2. Client agrees not to solicit or hire any Candidate introduced by the Company except through the Company during the twelve (12) month period following the Company's introduction of a Candidate to Client. Client shall pay the Placement Fee if, at any time within twelve (12) months following such introduction, Client directly or indirectly engages, employs, retains, or otherwise utilizes such Candidate, whether as an employee, independent contractor, consultant, or otherwise. For purposes of this Section 2(a)(ii), "Client" includes Client's affiliates, family members, household members, and any related entities, and "engage" includes any direct or indirect arrangement for services, whether paid or unpaid.
      3. Client is not obligated to hire any Candidate referred by the Company, even after receiving Candidate matches and conducting interviews with Candidate(s). However, if a Candidate accepts Client's offer and the Company directly or indirectly connects Client to Candidate, the Placement Fee shall be due upon hire and earned as of the Hiring Date, regardless of whether Client delays, postpones, or fails to commence Candidate's services after the Hiring Date. Client acknowledges that if Client does not cause the Candidate's services to commence within one (1) week of the Hiring Date, Client risks forfeiting Candidate's acceptance.
   2. Replacement Candidates.
      1. If a Candidate hired by Client ceases to provide services to Client within the thirty (30)-day period following the Hiring Date (the "Trial Period"), the Company shall, at Client's written request within the Trial Period, refer Client one (1) Replacement Candidate at no additional charge to Client. If Client does not request a Replacement Candidate within the Trial Period, Client's right to a Replacement Candidate shall be forfeited.
      2. Notwithstanding the foregoing, the Company shall have no obligation to provide a Replacement Candidate if the applicable Candidate's cessation of services results from Client's material deviation from the scope of work, compensation, schedule, work environment, or other terms communicated to the Company and agreed to with the Candidate at time of hire, as reasonably determined by the Company.
      3. If Company refers Client at least one (1) Replacement Candidate and Client does not make a good faith effort to evaluate such Replacement Candidate or otherwise proceed with Company's Services within fourteen (14) days following the date the Replacement Candidate(s) are provided, as reasonably determined by the Company, Client shall forfeit its right to a Replacement Candidate.
      4. If a Candidate hired by Client ceases to provide services to Client following the Trial Period but within six (6) months following the Hiring Date, at Client's request, the Company may, in its sole discretion, refer Client one (1) Replacement Candidate subject to Client's payment of a non-refundable replacement fee equal to the Company's replacement fee rate then in effect, as communicated to Client in writing (a "Replacement Fee"), which shall be due upon hire of such Replacement Candidate and earned as of the Hiring Date of such Replacement Candidate.
      5. There is no Trial Period for a Replacement Candidate, and if a Replacement Candidate hired by Client ceases to provide services to Client at any time after hiring, Company is not obligated to provide an additional Replacement Candidate.
      6. The Company reserves the right to refuse to provide services, including any Replacement Candidate, and/or to deny any fee refund or credit, if Client engages in unlawful conduct, harassment, or unsafe working conditions, or exhibits inappropriate behavior toward any Candidate, as reasonably determined by the Company.
      7. The Replacement Candidate provisions set forth in this Section 2(b) constitute Client's sole and exclusive remedy with respect to any dissatisfaction with a Candidate.
3. 3. Late Payments. In the event Client does not timely pay any fee, the Company shall not be obligated to provide additional Services and shall reserve all rights and remedies under applicable laws. The Company reserves the right to charge a late fee of one-and-one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, if less) on any accrued and unpaid fees.
4. 4. Health and Safety. Client acknowledges that engagement of any Candidate may involve inherent risks, including health and safety risks. Client is solely responsible for maintaining a safe working environment and complying with all applicable health and safety laws and regulations. The Company shall have no liability arising from workplace conditions or risks within Client's control.
5. 5. Disclosure of Client Identity. In absence of Client's written prohibition against the same, the Company and agents acting on its behalf may provide Client's identity, including without limitation Client's name, to Candidates or the Company's agents as reasonably necessary to perform the Services. The Company shall use commercially reasonable efforts to maintain the confidentiality of Client's identity and personal information and shall not disclose such information except as reasonably necessary to perform the Services or as required by law. Client shall keep confidential all non-public information regarding Candidates and the Company's search process, communications, pricing, and related materials, and shall not use such information except to evaluate or engage Candidates through the Company.
6. 6. Client Responsibilities. Client acknowledges it is Client's responsibility to perform a full and thorough evaluation of any Candidate and make an independent determination regarding a Candidate's suitability to be engaged by Client. Client shall be fully responsible for the engagement or employment of any Candidate in accordance with all applicable laws, including for avoidance of doubt the determination of proper employment classification, wage and hour compliance, tax withholding and reporting obligations, workers' compensation coverage, unemployment insurance, benefits, and compliance with all applicable federal, state, and local employment laws (including, where applicable, domestic worker protection laws). Client acknowledges and agrees that Company is not an employer, joint employer, or co-employer of any Candidate, and Company does not control the manner or means by which any Candidate performs services for Client. Client is responsible for paying all wages and expenses of the Candidate(s).
7. 7. Authority; Reliance on Representatives. Client represents and warrants that any individual submitting information, requesting services, or executing this Agreement on Client's behalf (including any assistant, chief of staff, employee, agent, family office representative, or other representative) has full authority to bind Client to this Agreement. Company shall be entitled to rely on any such individual's actions, instructions, communications, and signatures as legally binding on Client. Client shall be responsible for all acts and omissions of such representatives in connection with this Agreement.
8. 8. Absence of Guarantees; Liabilities.
   1. No Guarantees. Client acknowledges that the Company's delivery of the Services involves certain risks and uncertainties, and neither this Agreement, nor any (i) referral by the Company of any Candidate; (ii) recommendation by the Company of any third party product or service; (iii) recommendation by the Company on any other matter, or (iv) statement made by the Company or its representatives, is to be construed as either a promise or guarantee regarding the success, effectiveness or results the Services may achieve. Client further acknowledges that the performance of the Services involves subjectivity and may not coincide with Client's preferences. The Company makes no guarantees regarding hiring outcomes or Candidate performance.
   2. Candidate Vetting. Client acknowledges the Company will refer Candidates based upon the Company's subjective assessment of such Candidate. Regardless of whether Client engages a Candidate, the Company shall have no responsibility except to the extent liability may not be limited under applicable law for any Candidate or for any acts or omissions of such Candidate. Client acknowledges the Company is under no obligation to perform a background check of any Candidate prior to the Company's referral of such Candidate to Client. Company may, at Client's request and for an additional fee, facilitate background checks or other screening services through third-party providers. Client acknowledges that any such services are performed by independent third parties, and Company does not conduct such background checks directly. Company makes no representations or warranties regarding the accuracy, completeness, or reliability of any background check or screening results. Company makes no representations or warranties regarding any Candidate's background, identity, experience, qualifications, licensure, eligibility to work, or fitness for any particular purpose. Client is solely responsible for conducting any interviews, background checks, reference checks, or other diligence it deems appropriate prior to engaging any Candidate. Client acknowledges that any background check or screening results provided by or through Company are for informational purposes only, and Client remains solely responsible for making all hiring decisions and for compliance with applicable laws, including without limitation the Fair Credit Reporting Act and any analogous state or local laws.
   3. No Penalty for Delays. The Company shall incur no liability if it delays in providing any of the Services due to circumstances beyond the Company's control or due to delays caused by Client or any third party. Without limiting the generality of the foregoing provisions, the Company will not pay any penalty, loss or interest resulting from its error, delay, difficulty or failure in performing the Services, and, in no event shall the total liability the Company or its employees, owner, affiliates, or agents, for all damages, losses and causes of action whether in contract, tort (including negligence), product liability, or otherwise, either jointly or severally, exceed the amount paid by Client for the Services. Notwithstanding the foregoing, nothing in this Agreement shall limit or exclude liability to the extent such limitation or exclusion is not permitted by applicable law, including liability arising from the Company's gross negligence, willful misconduct or fraud. The foregoing shall constitute the Company's entire liability and Client's exclusive remedy hereunder. The provisions of this Section 8 are for the benefit of the Company, its affiliates, agents, members, managers, and owners, and each shall have the right to assert and enforce the provisions directly on their own behalf.
9. 9. Disclaimer of Warranties. In addition to the foregoing, in no event shall the Company be liable for any indirect, special, incidental, consequential or exemplary damages, including but not limited to, loss of Client's information, goods or profits, even if advised of the possibility of such damages, arising out of or relating to this Agreement, the Services, any Candidate, any third-party provider, any background check or screening service, Client's engagement or employment of any Candidate, any damage, injury, theft, loss, claim, demand, or action involving Client, Client's property, Client's household, Client's business, Client's representatives, or any Candidate, or any mistakes, omissions, interruptions, errors, defects, delays, or failures of performance. The Company disclaims all liability for Candidates, including during the interview process, and before, during, and after they are hired by Client, and Client acknowledges that Candidates are not the Company's responsibility nor employees, agents, or representatives of the Company. All Services are provided "as is." There are no warranties, express or implied, by operation of law or otherwise, on any Services furnished hereunder. Any implied warranties of merchantability or fitness for a particular purpose or use are hereby disclaimed to the fullest extent permitted by law. Certain jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to Client.
10. 10. Indemnification. Client agrees to defend, indemnify and hold harmless the Company, its owners, partners, employees and agents, to the fullest extent lawful, from any losses, claims, damages, liabilities, and expenses, including reasonable attorney's fees, (collectively, "Claims") to which the Company may become subject, related to or arising out of this Agreement or arising out of, or in connection with, the Services, including any claims by a Candidate against the Company in connection with this Agreement, including, without limitation, any claims arising from or related to Client's employment or engagement of any Candidate, including wage and hour claims, misclassification claims, tax liabilities, workplace injuries, or violations of applicable employment laws. Client further agrees to defend, indemnify and hold harmless the Company from any Claims resulting from any of the Services that damage Client, or any other party or parties, except in case of the Company's gross negligence, willful misconduct or fraud. The provisions of this Section 10 shall survive any termination of this Agreement. The Company shall be responsible only for performing the Services expressly provided for in this Agreement, and shall be liable only to the extent liability may not be limited under applicable law, including for the Company's gross negligence, willful misconduct or fraud in performing the Services. The Company shall not be responsible for Client's or any other person or entity's acts or omissions, including without limitation any third party or Candidate, whether or not hired as a subcontractor by the Company or by Client, and neither such person nor any such entity shall be deemed to be an agent or representative of the Company.
11. 11. Termination and Amendments. Subject to Client's obligations to pay for the Services, this Agreement may be terminated upon seven (7) days' prior written notice by either Party for any reason. The Company may also terminate this Agreement at any time, without notice, for any conduct that the Company in its sole discretion believes violates this Agreement or is harmful to another client, third party, or the Company's interests, including but not limited to in the event the Company believes performance of the Agreement will place the Company, Client, or third party (including a Candidate's) health and safety at risk. The Company's obligation to perform the Services will terminate automatically, without notice from the Company, if Client fails to comply with any provision of this Agreement. The Company also has the right to suspend service to Client at any time, and for any reason, with or without notice. Fees earned prior to termination shall remain payable and are non-refundable except as expressly set forth in this Agreement. Other than as provided in this Agreement, this Agreement may not be released, discharged, changed or modified except by an instrument in writing duly signed by both Parties. Neither the course of conduct between the Parties nor trade practice shall act to modify any provision of this Agreement. Before the Company is obligated to perform any Services additional to and outside the scope of this Agreement, Client and the Company shall agree in writing as to the scope of the additional Services, the billing schedule, and rate that will be applied to the additional Services.
12. 12. Venue; Arbitration. Regardless of the place of signing this Agreement, Client agrees that for purposes of venue, this Agreement was entered into in the City of New York, New York, and shall be governed by the laws of the State of New York. Any controversy or claim relating to this Agreement shall be settled by arbitration. If the Parties cannot agree upon an arbitrator and upon rules to govern such arbitration, then any arbitration arising out of this Agreement shall be administered by JAMS, pursuant to JAMS' Streamlined Arbitration Rules and Procedures and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. For all matters arising out of or relating to this Agreement, Client agrees to submit to the jurisdiction of the State of New York. The arbitration proceeding shall take place and the arbitration award given in writing in the City of New York, New York, or such other location as mutually agreed by the Parties, and may be conducted remotely at either Party's request. In the event of litigation or arbitration to interpret or enforce the provisions of this Agreement, the prevailing Party shall be entitled to recover all expenses, including reasonable attorney's fees incurred.
13. 13. Force Majeure. The Company shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, labor shortages, internet or system failures, governmental actions, incidences of disease or epidemics, or other force majeure events.
14. 14. Enforceability. If any provision contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall be deemed severable from this Agreement and shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Notwithstanding the foregoing, if any provision contained in this Agreement shall be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear.
15. 15. Transferability. Client acknowledges that this Agreement, and its rights to the Services and to any product of the Services are non-transferable and that none of these rights may be transferred, assigned or distributed by Client to any third party. The Company has the right to freely assign this Agreement and its rights and obligations under this Agreement.
16. 16. Headings. The headings or titles of the various paragraphs of this Agreement are inserted merely for the purpose of convenience and do not expressly or by implication or intention, limit, define, extend or affect the meaning or interpretation of this Agreement or the specific terms or text of the section so designated.
17. 17. Entire Agreement. This Agreement, including any attachments to this Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings, and all other communication between the Parties, with respect to the Services. Client acknowledges that this Agreement governs Client's relationship with the Company and that, unless separately agreed in writing by the Company, no other agreement, order form, questionnaire, email exchange, invoice, or other communication modifies or supersedes this Agreement. Client acknowledges that it is entering into this Agreement solely on the basis of the representations herein.
18. 18. Acceptance of Agreement; Electronic Communications. By submitting a Client Questionnaire, requesting Services, checking any acceptance box referencing this Agreement, engaging with any candidate referred by the Company, or otherwise using the Services, Client acknowledges, on behalf of itself and any person acting or purporting to act on Client's behalf, that Client has read, understood, and agreed to be bound by this Agreement. Client agrees that such electronic acceptance constitutes a legally binding agreement between Client and the Company. Client further agrees that the Company may communicate with Client electronically and that electronic records, communications, submissions, approvals, and acceptances shall have the same force and effect as physical writings and signatures to the fullest extent permitted by applicable law.
19. 19. Miscellaneous. A waiver of or failure to enforce any provision contained in this Agreement on any occasion shall not be deemed to be a continuing waiver or a waiver on any other occasion. Any additional work not specified in this Agreement must be authorized in a writing and agreed to by both Parties.