Marketplace Terms of Use
MARKETPLACE TERMS OF USE (“Marketplace TOU”)
Nowsta, Inc. (“Nowsta,” “we” or “us”) licenses the Nowsta Workforce Management Platform (the “Platform” or “Platform Services”) to end customers (“Customer”, “Agency”, “Subscriber” or “you”) for use pursuant to a Master Subscription Service Agreement, Master Service Agreement, Nowsta Universal Terms and Conditions of Service or other license agreement between Nowsta and you (“Agreement”). Nowsta wishes to make new functionality available which will assist Customers in searching for additional staffing resources for projects and allow Agencies to find new customers (“Marketplace”). Your use of the Marketplace explicitly subjects you to these Marketplace TOU as well as our Privacy Policy found at www.nowsta.com/privacy-policy/ (“Privacy Policy”) and supplements your Agreement solely with respect to your use of the Marketplace. These Marketplace TOU and the Privacy Policy may be updated by us from time to time so please review them and any changes we post as your continued use of the Marketplace constitutes your agreement to such revised documents. THE INDIVIDUAL ACCEPTING THESE MARKETPLACE TOU WARRANTS THAT THEY HAVE FULL AUTHORITY TO BIND YOU TO THESE MARKETPLACE TOU. BY ASSENTING TO THESE MARKETPLACE TOU (EITHER BY CLICKING, CHECKING A BOX OR PLACING A REQUEST), YOU ACCEPT THESE MARKETPLACE TOU, WHICH IS A BINDING CONTRACT BETWEEN YOU AND NOWSTA. IF YOU DO NOT AGREE TO OR CANNOT COMPLY WITH ALL THE TERMS AND CONDITIONS OR IF THE INDIVIDUAL DOES NOT HAVE AUTHORITY TO BIND YOU, THEN DO NOT ASSENT AND YOU WILL NOT BE AUTHORIZED TO ACCESS OR USE THE MARKETPLACE.
IMPORTANT NOTE – These Marketplace TOU do not affect any agreements in place between you and any staffing agency or end customer you have an existing agreement with which are managed via the Platform. All such relationships remain governed pursuant to their existing agreements between the end customer and the agency. These Marketplace TOU apply solely to net new relationships established via your use of the Marketplace. In addition, if you have entered into a separate executed Marketplace Addendum with Nowsta, the terms of such separate Marketplace Addendum shall control with respect to your use of the Marketplace.
1. Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in your Agreement.
1.1 “Agency” means a Nowsta Platform customer that agrees to provide staffing services to Customers pursuant to the terms of the Staffing Services Agreement and these Marketplace TOU.
1.2 “Agency Addendum” means the Addendum to these Marketplace TOU found at www.nowsta.com/agency-addendum/which specifies additional obligations of an Agency in connection with their use of the Marketplace.
1.3 “Customer” means a Nowsta Platform customer that wishes to use the Marketplace to assist it with finding Workers via an Agency.
1.4 “Data” means all electronic data or information submitted to and stored in the Platform and Marketplace by you and/or you Users or that we collect from you or from any other person on your behalf and process via the Platform and Marketplace.
1.5 “Request” means a request by a Customer for Workers to support a project that contains the information specified in Section 4 of these Marketplace TOU.
1.6 “Service Term” means the time period that the Platform is authorized for use as set forth in the Agreement unless terminated earlier as provided for herein.
1.7 “Staffing Agreement” or “SSA” means the Staffing Services Agreement which describes the terms and conditions pursuant to which Agency and Customer will provide and receive Staffing Services found at www.nowsta.com/staffing-service-agreement/. Agency and Customer may enter into additional agreements to reflect specific policy or operational requirements to supplement the terms of the SSA.
1.8 “Staffing Services” means those services an Agency agrees to provide to Customer pursuant to the SSA and a Work Order.
1.9 “Work Order” means the order generated when an Agency accepts a Request for Staffing Services as a result of a match in connection with use of the Marketplace.
1.10 “Worker” means a person provided by an Agency to perform the Staffing Services specified in a Work Order.
2. Staffing Agreement. By using the Marketplace, you agree that all Staffing Services provided in connection with a Work Order will be provided pursuant to the SSA. Nowsta is not a party to the SSA and has no liability to Customer, Agency, any Worker provided by Agency, or any third party in connection with the Staffing Services. You expressly acknowledge and agree that any prior agreements related to staffing, including but not limited to the Talent Marketplace Terms and Conditions of the Agreement and the Nowsta Property Staffing Agreement, as applicable, do not apply to Work Orders created via the Marketplace.
3. Pricing for Staffing Services. In order to use the Marketplace, Agency must upload its price list into the Marketplace describing the fees it will charge to Customers in connection with provision of Staffing Services. While Agencies may change their prices from time to time, Agencies will honor all pricing in connection with existing Work Orders. Prices do not include any taxes that may be applicable.
4. Project Requests. Customer may enter a Request into the Marketplace at any time during the applicable Service Term. Each Request must clearly identify Customer’s need to supplement their workforce for the project. There are no additional fees payable by Customer to Nowsta in connection with Customer’s use of the Marketplace, but all payments in connection with the provision of Staffing Services are payable by Customer to Agency as specified in the SSA and the applicable Work Order.
5. Marketplace Matching. Once a Request is entered by a Customer, the Marketplace will analyze the request and search for a potential match from Agencies. A match provided by the Marketplace will be based on the information in the Request, such as location, date, pricing, and types of Workers needed. If an Agency is matched with a Request, it may agree to provide the Staffing Services by accepting the Request, which will then become the Work Order. If Customer does not wish to work with a particular Agency, it must notify Nowsta so that such Agency can be removed from potential matches going forward. While Nowsta will use commercial efforts to provide a match that will meet a Request, we do not guarantee the making of any match and Nowsta shall not have any liability if it is unable to do so.
6. Non-Circumvention. Once Customer has been matched with an Agency via the Marketplace, neither one may contract for additional staffing services with the other party outside of the Marketplace (i.e., all staffing requests must be made via the Marketplace). Your breach of this Section 6 of shall be deemed a material breach of the Agreement and there shall be no cap on liability of Customer or Agency to Nowsta in connection with the breach of this provision.
7. No Liability. You acknowledge and agree that under no circumstances will Nowsta: (a) be deemed to be the employer, co-employer or joint employer of any Worker providing Staffing Services; (b) be liable for any acts or omissions of either Customer or Agency or their respective personnel under the SSA and any Work Order; or (c) be liable for any claims arising pursuant to the SSA or any Work Order. You shall indemnify, defend and hold Nowsta harmless from and against any such claims.
8. Sharing Customer Data. Use of the Marketplace may require Customers, Agencies and Nowsta to access your Data in order to request, bid for and receive the Staffing Services and to allow Workers to enter timecard and scheduling requests. In addition to the rights granted in the Agreement, You agree to allow us to share your Data solely as necessary for us to provide the Marketplace and any services associated with your use of the Marketplace (such as using the timekeeping and billing features of the Platform). You agree to maintain reasonable and appropriate security measures to protect Data provided by Customers, Agencies and Nowsta in accordance with commercially reasonable industry standards and the requirements specified in your Agreement.
9. License to Customer Data. You have the authority to and do grant Nowsta the right during the applicable Service Term, to host, use, process, display and transmit your Data (including to our subprocessors) to provide the Marketplace pursuant to and in accordance with the Agreement and these Marketplace TOU. Our current subprocessors are listed at https://www.nowsta.com/subprocessor/and may be updated from time to time. We maintain agreements with our subprocessors sufficient to ensure our compliance with our obligations hereunder. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of your Data, and for obtaining all rights related to your Data required by Nowsta to provide the Marketplace to you. Nowsta is not responsible for any electronic communications and/or data which are delayed, lost, altered, intercepted, or stored during the transmission of any data whatsoever across networks not owned and/or operated by Nowsta or its subprocessors, including, but not limited to, the internet and your local network. Nowsta may store and maintain Data for a period consistent with its standard business processes for the Marketplace subject to its continued compliance with its obligations related to confidentiality hereunder.
10. No Conflict. Unless specifically changed by these Marketplace TOU and the documents referenced herein), all other terms and conditions of the Agreement remain unchanged. If there is any conflict between the terms of these Marketplace TOU and the Agreement, the terms of these Marketplace TOU will prevail solely with respect to Work Orders generated via the use of the Marketplace.
Rev. Marketplace TOU v1.2 20250624