Parties

  1. Leoforce, LLC (“Supplier”)
  2. User of Arya Muse Services (“User”)

Agreement

The Supplier agrees to provide the Arya Muse Service offering and related services to the User based on the terms and conditions of this Agreement.

Section B: General terms

  1. Interpretation
    1. Definitions: In this Agreement, the following terms have the stated meaning:
      1. Agreement shall mean the General Terms and any other attachments to the agreement including any agreed and accepted amendment.
      2. Arya Muse Service is described in more detail on our website https://goarya.com/arya-muse/ (“Website”) and shall be updated from time to time.
      3. Confidential Information shall mean in terms of this Agreement, all technical, business, financial and other information furnished by or on behalf of the Supplier, or otherwise learned by the User in relation to the Supplier’s business or technology. The Supplier’s Confidential Information includes Intellectual Property owned by the Supplier (or its licensors), including the Arya Software.
      4. Data shall mean all data, content, and personal information owned, held, used, or created by or on behalf of the User that is stored using, or inputted into, the Services.
      5. Force Majeure shall mean an event that is beyond the reasonable control of a party, excluding an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or a lack of funds for any reason.
      6. Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
      7. Job Boards shall mean certain third party websites whose content may be made available via the Arya Muse Service.
      8. Job Board Content shall mean candidate resumes and relevant job opportunities and openings that the Arya Muse Service electronically navigates for and, posts or retrieves for the User, including, but not limited to, Job Boards.
      9. Services shall mean the Arya Muse Service and any related service.
      10. Software shall mean all software embedded in, as applicable, the Services, and in any applications developed, owned or controlled by Supplier.
      11. Term shall mean the period commencing from the date of usage of the Arya Muse Services by the User to the day the User ends using the Arya Muse Services.
      12. Underlying Systems shall mean the Arya Software, IT solutions, systems and networks (including software and hardware) used to provide the Services, including any third party solutions, systems and networks.
  2. Rights granted
    1. The User shall be solely responsible for his/her Data and the consequences of posting, providing or publishing it.
    2. During the Term of the Agreement the User shall have the nonexclusive, non-assignable, royalty free, worldwide limited right to use the Services solely for the User’s individual profile management, job seeking purposes, educational, training and other relevant recruitment purposes and subject to the terms of this Agreement. The User is solely responsible for his/her compliance with this Agreement. The User shall not acquire under this Agreement any license to use the Services in excess of the scope and/or duration of the Services. Upon the termination or expiry of the Agreement or the Services thereunder, the User’s right to access or use the Services and the Services shall terminate.
    3. The rights granted to the User under this Agreement are strictly done on the User’s promise, warranty and representation that, except as expressly provided herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; and the User shall make every reasonable effort to prevent unauthorized third parties from accessing the Services.
    4. By posting, submitting, providing and/or otherwise making available any User Data, User expressly grants, and represents that User has a right to grant, to Supplier, a royalty-free, sublicensable, perpetual, transferable, non-exclusive, worldwide license to use, sell, reproduce, adapt, translate, sublicense, publicly perform, publicly display, and make derivative works from and otherwise exploit, all such User Data in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for the purposes of posting such User Data on the Supplier websites, distributing such User Data to Job Boards in compliance with applicable data privacy laws. This license continues even if you stop using the Services to the maximum extent permitted by applicable laws.
    5. User represents and warrants that User has the rights, power and authority necessary to grant the rights described in this section to User Data that User submits, provides, makes available or posts, via the Services, that the use by Supplier of User Data will not violate any law or infringe the rights of any third party, and that User Data and any other information that the User provides to Supplier is legal, complete, legitimate, truthful and accurate.
  3. Access to the services
    1. Client Accounts. If Client is an entity, the Client may establish one or more authorized accounts through which the Client will use and access the Services. Access to these accounts is limited by use of unique user identification(s) and password(s) (the “Passwords”). If Client is an individual, Client may establish one (1) Authorized User account through which Client will use and access the Services; provided that, Client is at least sixteen (16) years old; provided, however, that if Client is under the age of 18 or the age of majority in Client’s jurisdiction, Client must use the Services under the consent and supervision of Client’s parent, legal guardian or responsible adult.
    2. The Client Information. The Client authorizes the Supplier to use the Client personal information including, without limitation, a valid email address owned or controlled by the Client (“the Client Information”) to communicate with the Permitted User. The Client agrees that any notices, agreements, disclosures or other communications that Supplier sends to the Client (using the notice details in the key Details section) electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.
    3. Client represents and warrants that all information submitted in connection with establishing a Permitted User account will be accurate and describe the Client as either an individual or an entity. The Client consents to Supplier’s use and disclosure of the Client Information solely in connection with its provision of the Services and in accordance with the terms of this Agreement.
    4. Account Activity. The Client agrees to maintain the Password(s) in strict confidence and is solely responsible for the use of the Password(s). The Client agrees not to provide the Password(s) to any unauthorized third party. Except to the extent caused by Supplier’s gross negligence or intentional misconduct, the Client agrees that it shall remain liable for all improper activity occurring in connection with, or under, its account(s), and all Fees associated therewith, subject to any limitation provided by this Agreement. Each party agrees to notify the other party immediately if it becomes aware of any loss, theft or unauthorized use of the Password(s). Until Supplier has actual notice of such loss, theft or unauthorized use, the Client agrees and understands all account activity will be considered authorized by the Client. The Client acknowledges any unauthorized use of the Passwords by the Client or any of its Permitted Users will constitute a material breach of this Agreement. Permitted Users shall include those employees, representatives and agents of the Client who are monitoring the use of the Services by the Client and any sharing of Passwords to these individuals shall not constitute a breach of this Agreement.
    5. When using the Services, the Client and its Permitted User shall:
      1. not impersonate another person or misrepresent authorisation to act on behalf of others or the Supplier;
      2. correctly identify the sender of all electronic transmissions;
      3. not attempt to undermine the security or integrity of the Underlying Systems;
      4. not use, or misuse, the Arya Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Arya Service;
      5. not attempt to view, access or copy any material or data other than:
        1. that which the Client is authorized to access; and
        2. to the extent necessary for the Client and its personnel to use the Arya Service in accordance with this Agreement;
      6. neither use the Arya Service in a manner, nor transmit, input or store any Data, that infringes any third party right (including Intellectual Property Rights and privacy rights) or is obscene, defamatory, objectionable, incorrect or misleading;
      7. comply with all applicable laws including privacy and data protection laws and laws against discrimination; and
      8. comply with this Agreement.

    Where the Supplier is dependent on the Client for the Data either through an API access key to a Job Board or the Client’s database, the Supplier shall not be liable for any delay in delivering the Arya Service caused due to the Client being late in delivering the key/Data to the Supplier. The Client shall ensure that there is no delay in providing the access key to the relevant API or the database.

  4. Third party content
    1. The Website may contain links to or data or content from third party websites and Job Boards that are not owned, operated or controlled by Supplier. Therefore, Supplier cannot and does not assume responsibility for the content, privacy policies or practices of such websites or Job Boards or the companies that own them. Supplier cannot and will not censor or edit such data and content, including Job Board Content. By using this Website and the Service the Client expressly relieves the Supplier from any liability arising from the Client’s use of any third party website or Job Board and the data or content derived therefrom, including Job Board Content. The Client further acknowledges that the Client’s use of Job Board Content is at its own risk and liability and Supplier shall have no responsibility to the Client or any third party related to any use of Job Board Content by the Client or its end users. The Client shall use the Job Board in full compliance of their agreement with the Job Boards. The Client also acknowledges that Supplier’s ability to perform the Services depends on Supplier’s ability to access Job Boards for resume and job opening retrieval. If a Job Board ceases to make the Job Board Content available, Supplier may cease facilitating such Job Board Content. The Client understands and agrees that it is solely responsible for all fees charged by a Job Board. The termination of the Client’s access to, or use of, any Job Board will not terminate this Agreement and Supplier is not responsible for any effect on the Services arising from such termination.
    2. The Client may use the Services to assist with posting, listing and content management related to job openings and employment opportunities. The Client acknowledges that the Supplier is not actually involved in any transaction between an employer and a candidate. The Supplier is not responsible for and does not control any employment decisions, for whatever reason, made by any entity posting job postings through the Services. If the Client posts the job posting, the Client is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of the content contained within a job posting, and for maintaining, securing and storing all data received in connection with a job posting in accordance with applicable law. In all cases, the Supplier simply acts as agent for the Client with its authorization, and the Client acknowledges that the Supplier does not guarantee the accuracy of resumes and other related documents viewable or otherwise made available through the Services. The Client also agrees that these Services are not meant for hiring insights and hiring shall be purely Client’s decision.
  5. Ownership and restrictions
    1. Subject to the limited rights expressly granted hereunder, the Client acknowledges that, as between Supplier and the Client, Supplier owns all right, title and interest in and to the Software and the Services, including, without limitation, all United States and international patent rights, copyrights, trademark rights, trade secret rights, and all other proprietary rights pertaining thereto. The Client agrees that the Client will not directly or indirectly:
      1. assign, distribute, license, sublicense, transfer, sell, rent, lease, time share, grant a security interest in, or otherwise transfer any rights in or to the Software, or make the Software available to third parties except as authorized by this Agreement;
      2. modify, translate, reverse engineer, decompile or disassemble the Software or use any Supplier Confidential Information for any purpose, including, without limitation, the creation of derivative works or similar products;
      3. upload, link to or post any portion of the Software on a bulletin board, intranet, extranet or web site;
      4. possess or use the Software in any format other than machine-readable format;
      5. build a product using similar ideas, features, functions or graphics as the Services; or
      6. copy any ideas, features, functions or graphics of the Services.
    2. Supplier does not claim ownership of Data that the Client posts, uploads, inputs or submits to the Website. By posting, sharing, transmitting or uploading any Data, including any article, information, data, code, text, software, documentation, graphic, image, marketing material, video, photograph, message, suggestion, feedback, idea, or posting to any forum, wiki, or blog on the Website, the Client grants to Supplier a perpetual, irrevocable (subject to mandatory data privacy laws), non-exclusive, world-wide, fully-paid up and royalty free license to use such Data without restrictions of any kind and without any payment or other consideration of any kind, or permission or notification, to Client or any third party solely for the Supplier to provide services to the Client pursuant to this Agreement. Client represents and warrants to Supplier that Client has the right, title, and/or authority to grant such license to Supplier. Supplier may elect not to post or publish Data that you submit.
    3. The Client hereby agrees to allow the Supplier to use the Client’s name, logo image and a description of its relationship with Client on its Website and in Supplier’s marketing and publicity materials.
    4. The Client shall not:
      1. remove or modify any program markings or any notice of the Supplier’s proprietary rights; or
      2. make the Arya Service or materials or data resulting from the Services available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program license or materials from the Services the Client has acquired).
    5. The Client acknowledges and agrees that it will use the Services only for lawful and legitimate business purposes in accordance with the terms and conditions set forth herein. The Client expressly agrees it will not post a Job Posting which contains:
      1. URLs or links to web sites other than to recruitment related pages on the Client’s web site;
      2. copyrighted material, unless the Client is the owner of such copyright or has obtained the rights necessary to post such copyrighted material;
      3. content that violates or misappropriates any third party intellectual property, moral, privacy or other right;
      4. misleading, unreadable, or “hidden” keywords, repeated keywords or keywords that are irrelevant to the job opportunity being presented, as determined by the Supplier, in its sole discretion;
      5. content that is discriminatory, sexually explicit, obscene, libellous, defamatory, threatening, harassing, abusive, or hateful, as determined by the Supplier, in its sole discretion;
      6. content that the Supplier reasonably believes might damage Supplier’s brand or reputation;
      7. content which violates any law, regulation, or the rights of any third party; and/or
      8. use the Website or the Service or allow the use of the Website or Service by anyone prohibited from doing so by any export control or similar law, regulation or governmental order.
    6. The Client agrees to report immediately to Supplier, and to use best efforts to stop immediately, a violation of any term or condition set forth in this Clause 5. In the event of any suspected violation of any term, condition or restriction set forth in this Clause, or in the event Supplier otherwise reasonably objects to any inappropriate or improper content uploaded or provisioned by the Client in connection with its use of the Services, Supplier may immediately disable the Client’s access to the Services and suspend its provision thereof.
    7. If the Client is using the Services in any country within the European Union, the prohibitions set forth herein will not affect the Client’s rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs. The restrictions set forth in this Clause 5 shall survive any termination of this Agreement.
  6. Warranties, disclaimers and exclusive remedies
    1. The Supplier warrants that the Services will be performed in all material respects in accordance with the terms of this Agreement. If the Services provided to the Client for any given month during the Term are not performed as warranted, the Client shall provide written notice to the Supplier no later than five (5) business days after the last day of that particular month.
    2. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. THE SUPPLIER DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT THE SUPPLIER WILL CORRECT ALL SERVICES ERRORS. THE CLIENT ACKNOWLEDGES THAT THE SUPPLIER DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THE SUPPLIER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. ALL DATA POSTED BY CLIENT IS AT CLIENT’S OWN RISK. SUPPLIER TAKES NO RESPONSIBILITY FOR THE USE, OR MISUSE OF SUCH DATA BY THE CLIENT ANY OTHER USERS FOR THE LOSS OF SUCH DATA.
    3. The Supplier does not disclaim liability for any unlawful biased or discriminatory outputs resulting from its own software, artificial intelligence, algorithm, to the extent caused by the Supplier’s own grossly negligent or intentional acts. Notwithstanding the foregoing, the Supplier disclaims liability for employment discrimination, however arising or occurring, to the extent caused by the Client’s manual usage, evaluation, or manipulation of Supplier products or services.
  7. Fees and payment
    1. The Client shall be liable to pay for all Services ordered as set forth in the relevant Sales Order/SOW (“SOW”). All Fees due under the Agreement and the applicable SOW are non-cancellable and the sums paid non-refundable. The Client shall be liable to pay any sales, value-added or other similar taxes imposed by applicable laws except for taxes based on the Supplier’s income. Unless otherwise stated differently in a SOW, all amounts invoiced hereunder are due and payable within five (5) business days from the date of the invoice.
    2. Any payment due and not received by the Supplier by the due date may be subject, at the Supplier’s sole discretion, to a late fee equal to one and one half percent (1.5%) or the maximum rate permitted by law, of the amount then due, for each month overdue until paid in full. In the event Client fails to make timely payments when due, the Supplier may, at its election, discontinue, terminate or suspend the Services, without incurring any liability to Client. For amounts outstanding after sixty (60) days from its receipt of the invoice therefore, Client shall be responsible for and agrees to pay reasonable costs and expenses of collection, including, but not limited to, court and attorneys’ fees and expenses.
  8. Confidential information and nondisclosure
    1. The Supplier and the Client shall each keep confidential all Confidential Information obtained from the other and shall not without the other’s prior written consent disclose or use any Confidential Information except as necessary for properly performing the Agreement.
    2. This obligation to maintain confidentiality shall not apply to information which is: in the public domain otherwise than through a breach of the Agreement; or already known to the recipient and not the subject of any obligation of confidentiality; or obtained by the recipient from a third party who is free to disclose it; or replicated by development independently carried out without access to or knowledge of Confidential Information.
    3. All Confidential Information disclosed pursuant to this Agreement shall be deemed the property of the Disclosing Party. Upon the termination or expiration of this Agreement, or at anytime, on ten (10) calendar days written notice, the Receiving Party shall, at the Disclosing Party’s sole option, either return all Confidential Information in the form of documents and other tangible property provided pursuant to this Agreement and all copies thereof, or provide the Disclosing Party with a written assurance that all such information has been destroyed.
    4. All Confidential Information, including all intellectual property rights relating thereto, shall remain the property of the Disclosing Party. Except for the right to access and use Confidential Information as provided herein, no license or other rights to Confidential Information, or to either Party’s intellectual property, including, without any limitation whatsoever, any invention, discovery, or improvement made, conceived, or acquired, prior to or after the date of this Agreement, is granted or implied by this Agreement. The Receiving Party shall not include Confidential Information in any copyright registrations, patent applications, or similar registrations of ownership.
  9. Data Privacy

    The Supplier and Client will implement reasonable measures, including administrative, technical and physical safeguards, designed to (i) ensure the security and confidentiality of the Data in accordance with applicable privacy policies as published on Supplier’s or Client’s website, as applicable, and as amended from time to time; (ii) protect against any anticipated threats or hazards to the security or integrity or availability of the Data; (iii) protect against unauthorized access to or sharing or transfer or use of the Data; (iv) ensure safe and secure retention of the Data; and (v) ensure the secure disposal of the Data. Supplier and Client will implement reasonably appropriate technical and organizational measures to protect the Data against unauthorized or unlawful access.

  10. CCPA

    For users who are consumers as defined by the California Consumer Privacy (“CCPA”), all processing of user’s personal data by Supplier will be performed in accordance with privacy rights and regulations following the CCPA with regard to the processing of personal data and on the free movement of such data, to the extent applicable. For further information see the Supplier’s Privacy Policy as published on Supplier’s Website, as amended from time to time.

  11. GDPR

    For users who are presently in the European Union, United Kingdom and Switzerland, all processing of Data by Client or the Supplier, will be performed in accordance with privacy rights and regulations following the Regulations (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, known as the General Data Protection Regulation (“GDPR”) to the extent applicable.

  12. Indemnification
    1. At its sole cost and expense, the Client agrees to indemnify, defend and hold harmless the Supplier and its affiliates, subsidiaries, officers, directors, stockholders, employees, consultants, representatives, agents, successors and assigns from and against any and all claims, losses, liabilities, sums of money, damages, expenses, costs (including, but not limited to, reasonable attorneys’ fees) and/or actions arising from:
      1. Client’s violation of any applicable law including without limitation privacy and data protection laws and laws against discrimination;
      2. Client’s breach of this Agreement or an applicable SOW;
      3. any claim or action brought by a Job Board due to the act or omission of Client; and/or
      4. any claim or action brought by Client’s end users other than by reason of Supplier’s gross negligence or wilful misconduct.
  13. Limitations of liabilities
    1. Except with respect to a party’s fraud, wilful misconduct or indemnification obligations with respect to third party claims, in no event will either party be liable to the other for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages.
    2. In no event shall the Supplier’s entire liability to the Client in respect of any Services, whether direct or indirect, exceed the Fees paid by the Client to the Supplier in the twelve (12) months period preceding the date the claim arose.
  14. Term and termination
    1. Services provided under this Agreement shall be provided until the End Date. At the end of the term, all rights to access or use the Services, including the Arya Services, shall end.
    2. This Agreement may be terminated by either party upon thirty (30) days’ prior written notice to the other, if the other party breaches any term of the Agreement and fails to remedy the breach, if capable of remedy, within fifteen (15) days of the written notification.
  15. Escalation

    If the parties’ respective commercial contacts cannot resolve any dispute within five (5) days, it shall be escalated to the persons holding the next designation in each party. If they are unable to resolve the dispute within five (5) days, it shall be escalated to the next level and so on until the procedure is exhausted. During this time neither party shall resort to litigation unless the other party is unwilling or unable to engage in the escalation process.

  16. Force majeure

    The Supplier shall not be liable for any losses arising out of the delay or interruption of its performance of obligations under this Agreement due to any act of God, act of governmental authority, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Supplier employees), pandemic, epidemics, widespread disease, government regulations or orders, Internet service provider failures or delays, or denial of service attacks, unplanned system down time, or any other cause beyond the Supplier’s reasonable control.

  17. General
    1. In relation to its subject-matter, this Agreement is the entire agreement between the parties and governs their relationship to the exclusion (to the extent permitted by law) of any other terms and conditions (other than those implied by law).
    2. This Agreement is non-exclusive on both parties.
    3. No variation to this Agreement shall have effect unless agreed by both parties in writing.
    4. No waiver by either party shall be effective unless made in writing.
    5. Any reference to any legislation or legislative provision in the Agreement shall be construed as a reference to that legislation or provision as amended, re-enacted or extended at the relevant time.
    6. Each of the parties acknowledges and agrees that it has not been induced to enter into this Agreement in reliance upon, and in connection with this Agreement does not have any remedy in respect of, any representation or other promise of any nature whatsoever other than as expressly set out in this Agreement.
    7. This Agreement is binding on each party and their respective successors and assigns. Client may not assign this Agreement without Supplier’s written consent. No person other than the Supplier and the Client has any right to a benefit under, or to enforce this Agreement.
    8. The Agreement and any claims or disputes arising out of contractual and/or non-contractual obligations relating to or in connection with it shall be governed by and construed in accordance with the laws of the State of North Carolina, United States of America. The parties, in the event of any dispute, shall submit to the exclusive jurisdiction of the State or Federal court in Wake County, North Carolina, United States of America.
    9. Any waiver under the Agreement must be in writing and signed by the waiving party. No delay, neglect or forbearance by either party in enforcing any provision of this Agreement shall be deemed to be a waiver or in any way prejudice any rights of that party.
    10. Notices: Except as otherwise permitted in this Agreement, notices under this Agreement shall be in writing and shall be deemed to have been given (a) give five (5) business days after mailing if sent by registered or certified U.S. mail, (b) when transmitted if sent by facsimile or email, provided that a copy of the notice is promptly sent by another means specified in this section, or (c) when delivered if delivered personally or sent by express courier service. All notices shall be sent to the other party at the address set forth on the Sales Order/SOW.
    11. If any provision of the Agreement is, or becomes, illegal, unenforceable or invalid, the provision must be treated for all purposes as severed from this Agreement without affecting the legality, enforceability or validity of the remaining provisions of this Agreement.
    12. Survival: Clauses 2, 4, 5, 6, 7, 8, 9, 10, 11, 12, 14, 15, 16 and 17 and any other provisions that by their terms are intended to apply after termination, shall survive the termination of the Agreement.