Welcome to Cavalry!
Please take the time to carefully review these Terms of Service and our Privacy Policy. By using our services, you agree to abide by these terms. Welcome to the Cavalry, operated by Prospectly Platform Inc. (“Cavalry”, “we”, “us”, or “our”), accessible through our website at https://www.hirecavalry.com (the “Site”) and our mobile application, to the extent generally available (the “App”). Through our platform, we provide opportunities to connect Members and Businesses, information, forums, and networking opportunities tailored for sales professionals. These terms apply to two groups: (1) sales professionals seeking opportunities with businesses ("Members"), and (2) businesses looking for sales professionals for contractor or employment opportunities, at the businesses’ sole and exclusive determination ("Businesses"). For simplicity, "Users", "you", or "your" refers to both Members and Businesses. The term "Services" encompasses our Site, connecting Businesses with Members, and the App.
1. Agreement to Terms. The Services are provided by Cavalry, and these Cavalry terms of service for users apply to you as a User. Together with our Privacy Policy, these are the rules that govern your use of the Services. By using our Services, you confirm that you're at least 18 years old and agree to follow these terms and conditions. If you don't agree, you may not use the Services. These terms and conditions control how you use the Services and interact with the Site, and users on the Site and Services, from the last updated date. In the event of a conflict between these Terms and any existing agreement as a User, these Terms will apply.
2. The Service(s)
a. Description. Cavalry lets Members and Businesses connect for two main purposes: (1) to connect with one another for freelance sales opportunities (known as "Contractor Opportunities") or (2) to connect with one another for full time sales opportunities (known as "Employment Opportunities"). Users understand that Cavalry will show Members’ and Businesses’ profiles both publicly and privately pursuant to the Services, based on what each User is looking for on our Service. Businesses can choose whether to post a Contractor or Employment Opportunity, and Members can choose whether to accept a Contractor or Employment Opportunity. Both choices are made by you, and only you, the User. Cavalry makes no determination, or provides any guidance, as to opportunities or engagements you choose to accept or engage in.
b. Use. You can register using our registration flow found on the Site or through your social media accounts like Facebook, Google, or LinkedIn. Regardless of how you sign up, we'll gather some personal info from you and your account(s), like your name and email and other relevant information. Make sure your Account info is accurate and up-to-date, and keep your password safe. Let us know right away if you suspect any unauthorized use. You're responsible for what happens on your account. By sharing content on our Services you agree to let us display it, and understand that displaying this content is an integral part to the provision of, and condition of access to, the Service.
c. Relationship. When you engage an individual for, or as an individual when you engage a Business for, a Contractor Opportunity, you're agreeing to sales services as independent contractors. Cavalry does, and will not, tell you what to do - nor will Cavalry make any determination as to your relationship, you'll be in charge of your own work or work assigned. There's no boss-employee or joint employer relationship between you and Cavalry, nor are there any legal or employment analyses performed by Cavalry. You're not authorized to make agreements on behalf of Cavalry.
d. Interactions. Both you, as a Member, and the Business are responsible for your interactions on our Service. Both parties should exercise caution, common sense, and good judgment when performing the, or offering a position for, sales services and any connected sharing of information. It's important to note that neither party screens or checks the other, such as conducting background or credit checks.
e. Beta Services Policy. Any beta services provided are experimental and provided on an "as is" and "as available" basis. We make no warranties or indemnities regarding the beta services and shall not be liable for any damages or losses arising from their use. Your use of beta services is voluntary and at your own risk. We reserve the right to modify, suspend, or terminate beta services at any time without notice.
f. Links to Third-Party Websites or Resources. The Services may include links to third-party websites or resources for your convenience. We're not responsible for the content, accuracy, or reliability of these sites, or for any products or services they offer. You're solely responsible for your use of third-party websites or resources and any risks associated with them.
3. Requirements and Reminders
a. Insurance. Members and Businesses both acknowledge that Cavalry will not carry any liability insurance on behalf of either Members or Businesses. Members and Businesses will maintain in force adequate and applicable insurance to protect either from claims that arise out of any act or omission pursuant to this Service, or any engagements formed as a result of this Service, and for Members, any insurance applicable to independent contractors.
b. No conflicts. Both Members and Businesses agree to the following terms: (i) Performance of sales services must not conflict with or violate any existing agreements, (ii) Both parties commit to honoring their respective commitments, and (iii) Only sales services that align with the necessary skills and expertise will be provided. Additionally, both parties agree to perform the sales services in a thorough and professional manner, adhering to high professional and industry standards.
c. Background Checks. Cavalry might, on behalf of Businesses or independently, ask Members to undergo background checks during the term of these Terms, based on Business requests or other needs. These checks may cover criminal, education, driving, and/or employment history. Cavalry will follow all background check rules, including getting Member approval. These background checks may be shared with Businesses that Members choose to engage with.
d. Your Choices Are Your Own. When it comes to offers, whether you are providing them as a Business, or accepting them as a Member, these terms don't make you and Cavalry buddies or business partners, nor do they make Cavalry a joint employer, nor do they turn you into an employee of Cavalry or the business. You're on your own when dealing with each other, so be smart and careful. Just so you know, we don't check out Businesses or Members for you, like running background checks, although we may elect to do so. It's all up to you to be cautious and make wise choices.
4. Content and Feedback
a. Definitions. "Content" encompasses text, graphics, images, software, designs, audio, video, and various other materials like information or works of authorship, which are shared, generated, or accessible through the Services. This includes, but isn't limited to, User Content. "User Content" refers specifically to any material that Users contribute for sharing via the Services.
b. Content Ownership, Responsibility and Removal. By agreeing to these Terms, you're also agreeing to your User Content, which includes any personal data about you, being transferred to the United States, and you agree that Cavalry, its third party processors, and any other third parties required to provide the Services, are granted a license to use the Content for the provision of the Services. Cavalry doesn't claim ownership of your User Content, and you still have the right to use and control it as you wish. However, Cavalry and its licensors do own the Services and the Content provided through them, along with all associated intellectual property rights. You acknowledge that this content is protected by copyright, trademark, and other laws. You agree not to tamper with any copyright or trademark notices. Cavalry also owns any aggregate data created from User Content, like analytics data about different Users, but this data won't include any personally identifiable information, Regarding your User Content, by sharing it on the Services, you're giving Cavalry permission to use, modify for formatting purposes, display, and distribute it as needed to operate and improve the Services. You're responsible for ensuring that your User Content is accurate and doesn't violate any laws or third-party rights. You can delete your User Content, but some copies may remain on the Services even after deletion, and Cavalry isn't responsible for removing it entirely. Cavalry grants you a limited license to access and view the Content solely for your personal and non-commercial use, as long as you comply with these Terms.
c. Feedback. We're all ears for your thoughts! If you have any ideas, suggestions, or comments to make our Services better, just drop us a line at hello@hirecavalry.com. When you share your feedback with us, please remember it's not private. We might use it however we see fit, like for improving our Services, without owing you anything or keeping it confidential. By giving us feedback, you're giving us permission to do whatever we want with it, forever. And you won't hold us responsible for how we use, change, sell, or share your feedback.
d. General Prohibitions and Cavalry’s Enforcement Rights. You agree not to post, upload, publish, submit, or transmit any User Content that infringes intellectual property rights, violates laws, is deceptive or offensive, promotes discrimination or violence, or is spam. You also agree not to misuse the Services, tamper with our systems, or bypass security measures. Commercial use of the Services or Content, reverse engineering, impersonation, or engaging in deceptive behavior is prohibited. You must not violate laws or encourage others to do so. While we're not obligated to monitor content, we reserve the right to do so to ensure compliance with these terms and remove objectionable content or suspend access to the Services. We may also investigate violations and cooperate with law enforcement if necessary.
e. Pre Recorded Video Interviews. Members may have the opportunity to participate in video interviews, which the Member agrees, understands, and acknowledges will be recorded in both audio and visual formats for posting and sharing on the Service,, in particular for Businesses’ to evaluate the Members for opportunities.
f. DMCA Policy. Cavalry follows copyright law and expects users to do the same. We may terminate users who repeatedly violate copyright laws.
g. Publicity. Users agree that Cavalry may use their name, likeness, and other identifying characteristics of their use of the Cavalry platform, publicly for marketing and advertising materials at Cavalry’s discretion.
h. Use of Artificial Intelligence. Users agree that Cavalry may use, and process, any and all content submitted to Cavalry by way of artificial intelligence - including the training of large language models and similar methods and use cases for artificial intelligence without any further warning, consent, or the like.
5. Ownership
a. For Contractors: Deliverables; IP Ownership. Members agree that any work or creations (called "Deliverables") you make for a Business during a Contractor Opportunity belong to that Business, not you. Members give up your rights to those creations, and they become the property of the Business. Members promise to help the Business protect these creations, like getting patents or copyrights if needed. You also agree that anything you own before the Contractor Opportunity, or create outside of it, remains yours (called "Background IP"). But Members give Cavalry permission to use any Background IP needed for the Deliverables, and they give the Business permission to use it too.
b. Business Tools and Intellectual Property. Members agree and understand that they may be exposed to Businesses’ tools, intellectual property, and the like, and that they are fully responsible for any damages, acts (intentional or unintentional), or the like that occurs to such tools, intellectual property, and the like, that occurs as a result of them engaging with that Business. Businesses agree and understand that Cavalary maintains no liability for any damages to such tools or intellectual property as set forth herein.
c. Confidentiality. Members understand that they may receive confidential information about a Business, such as product plans and financial data, in connection with a Contractor Opportunity. They agree to keep this information confidential during and after using the Services, and not to disclose it without the Business's written consent, except as needed to provide sales services. Confidential information does not include publicly available information, information received from third parties without restrictions, or information independently developed by the Member. In addition, Members agree to follow the Business's security policies, including those related to protecting proprietary information and using computing resources, provided in writing.
6. Fees.
a. Contractor Opportunity and Taxes. For Contractor Opportunities, Users will be required to create a Stripe Connect account (Express), which will handle all charges for the contractor engagement. Users will have their own dashboard in which they can send and receive money, create automatic billing and invoicing, and Members will invoice Businesses directly. Invoices due dates are automatically set to fourteen (14) days (available payment methods can be found here) with a five (5) day payment delay to account for any refunds or disputs. Cavalry is not responsible for the oversight, checking, or management of such invoicing or payment. Business will pay to Member its fees owed, and Cavalry will charge fees on top of such owed contractor engagement fees automatically, according to its then current published rates (See direct charges found here). Members are solely responsible for applicable Stripe fees and taxes. For any questions, concerns, or issues regarding Stripe Connect, please visit their FAQs found here, or their help/contact forms found here.
b. Employment Opportunity. For Members who are placed through the Services for Employment Opportunities, the Business will pay to Cavalry a one-time fee, reflective of the then current published rates for use of the Services for Employment Opportunities. In the event Employment Opportunities do not work out and the Business terminates such Employment Opportunity, Cavalry will supply an alternative Member for such Employment Opportunity at no charge to Business, so long as such termination occurs within 90 days from the prior Member’s start date.
c. Taxes. All users are responsible for their own taxes, fees, and the like, that may result from use of the Service. Users indemnify for any tax-related liabilities.
d. Non-Circumvention and Limited Exclusivity. Users agree to communicate with one another, in particular Members and Businesses, exclusively through the Service up and until the start of any engagement. Both parties agree to not circumvent the Service by independently attempting to communicate with one another through alternative means after discovering each other the Service. Users discovered on the Service are exclusive candidates of Cavalry during the subscription or access period and for a period of one hundred eighty (180) days from (i) the view date by a Business on the Service; (ii) the business’ last interaction with a Member on the Service, or (iii) any expiration or termination of Business’ agreed with Cavalry, whichever occurs last. Any hiring or engaging of a Member during this exclusivity period will result in a one-time fee to Business of $50,000, due and payable to Cavalry immediately upon such engagement.
7. Termination. We reserve the right to terminate your access to the Services at any time without notice. You can terminate your use of by providing us with 30 days' written notice, however all fees due and owed to Cavalry will remain due and owed irrespective of such termination. By terminating these Terms, you also agree to end all active Contractor Opportunities. Upon termination, the following provisions will remain in effect: Feedback, Content and Aggregate Data Ownership, Deliverables, IP Ownership, Confidentiality, Fees (for any outstanding amounts), Disclaimers, Indemnity, Limitation of Liability, Dispute Resolution, and General Terms.
8. Warranty Disclaimers
a. Your Use of the Services. Using the Services, its content, and any items obtained through them is at your own risk. We can't guarantee anything. Including any engagements made as a result of the Service, that the Services will be virus-free, or any similar guarantee - there are none. It's your responsibility to protect yourself, as a Member, and as a Business. We're not liable for any damages caused by engagements, or this Service, any classification or misclassification as a result of the Service, or any other guarantees such as against receipt of any viruses or other harmful material.
b. Service Disclaimer. The Services and their content are provided "as is," without any warranties. We explicitly disclaim any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We're not liable for any issues that arise from using the Services.
c. General. We cannot guarantee that the Services, including any connections or opportunities provided, will meet your expectations or be error-free. We also do not guarantee uninterrupted or secure access to the Services. We make no assurances about the quality, accuracy, timeliness, or legality of the information or content on the Services. You are responsible for any content you submit and assume all associated risks. If you have a dispute with another user, you agree to resolve it directly with them and release Cavalry from any resulting claims or damages.
9. Indemnity. You agree to indemnify, defend, and hold harmless Cavalry, its officers, directors, employees, and agents from any claims, disputes, liabilities, damages, losses, and expenses, including legal fees, related to: Your use of the services or content, content you submit, including testimonials, Your relationships with Businesses or Members, including independent contractor relationships or determinations of such, Your sales services, violations of these Terms, Your actions or omissions resulting in injury, property damage, or legal violations, or any allegations of co- or joint- employment with Cavalry. Cavalry may choose to handle the defense of any claims, at your expense, and you agree to cooperate. You won't settle any claims without Cavalry's written consent.
10. Limitation of Liability
a. Damages. Cavalry will not be liable for any incidental, special, exemplary, or consequential damages, including lost profits, revenues, savings, business opportunities, data loss, or service interruptions, arising from these Terms or the use of our Services, even if we've been informed of the possibility of such damages.
b. Maximum Liability. In no event will Cavalry's total liability exceed the amounts paid by you to Cavalry in the six-month period preceding the event giving rise to the claim, or one hundred dollars ($100) if no payments were made to Cavalry.
c. Fundamental Agreement. These exclusions and limitations of damages are fundamental to the agreement between Cavalry and you.
11. Dispute Resolution
a. Governing Law. These Terms and any action related thereto will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.
b. Pre Arbitration Requirements. In the event of any dispute under this Agreement against Cavalry from a User, that User is required to first notify Cavalry of the dispute, and work collaboratively with Cavalry to mutually resolve the dispute for sixty (60) days. In the event it cannot be reasonably resolved during this period, the User may pursue the Arbitration provisions set forth below.
c. Arbitration. You and Cavalry agree to resolve any disputes arising from these Terms or the use of our services through binding arbitration. However, you have the right to bring individual claims in small claims court and to seek injunctive relief in court for intellectual property disputes. If you wish to opt out of arbitration, you must notify Cavalry within 30 days of agreeing to these Terms.
d. Arbitration Process. The arbitration will be conducted by the American Arbitration Association (AAA) in accordance with their rules. The arbitrator will be chosen jointly by both parties, or appointed by the AAA if no agreement is reached. The arbitration will take place in your county unless otherwise agreed.
e. Arbitrator’s Decision. The arbitrator will render a decision within the time frame specified by the AAA. The decision will be final and binding, and may include monetary damages consistent with the terms of our Limitation of Liability section. Each party will bear their own attorney's fees unless otherwise provided by law.
f. Fees. Cavalry will cover the AAA filing and administrative fees for claims under $75,000, unless the arbitrator determines the claim is frivolous. For claims over $75,000, each party will be responsible for their own fees.
12. Modifications to Terms. We reserve the right to modify these terms at any time, effective upon posting of an updated version on our platform or by other means of notice as deemed appropriate. You agree to review these terms periodically to be aware of any changes. Your continued use of the services after any modifications indicates your acceptance of the updated terms. If you do not agree with the modified terms, you must cease using the services.
13. General Terms
a. Entire Agreement. These Terms, along with our Privacy Policy, represent the full agreement between you and Cavalry regarding our services, replacing any previous agreements. If any part of these Terms is found to be invalid, the rest will still apply.
b. Assignment and Transfer. You cannot transfer these Terms without our consent, but we have the right to do so. These Terms apply to both you and Cavalry, as well as to any successors or permitted assigns.
c. Notices. We'll communicate with you primarily via email or by posting on our website. Email notices are considered received on the date they're sent.
d. Enforcement. Failure to enforce any part of these Terms doesn't waive our rights. Any waivers must be in writing and signed by an authorized representative of Cavalry.
e. Remedies. If either party exercises its rights under these Terms, it doesn't prevent them from using other remedies available under these Terms or the law.
f. Contact. If you have any questions about these Terms or our Service, please contact Cavalry at hello@hirecavalry.com.
