Arya Terms of Use

2.1.

During the Term of the Agreement the Client shall have the non-exclusive, non-assignable, royalty free, worldwide limited right to use the Arya Services solely for their internal business operations and subject to the terms of this Agreement. The Client may allow Permitted Users to use the Services for this purpose and the Client shall be responsible for the Permitted Users’ compliance with the Agreement. The Client shall not acquire under the Agreement any license to use the Arya Service in excess of the scope and/or duration of the Services. Upon the termination or expiry of the Agreement or the Services thereunder, the Client’s right to access or use the Arya Services and the Services shall terminate.

2.2.

The rights granted to the Client under the Agreement are also conditioned on the following:

3.1.

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. The Client can use the Services with Third-party accounts (like gmail, hotmail, yahoo etc.) to communicate with a potential candidate. The data associated with such third-party account, and how it will be used is as per the terms of such third party service provider. Your service provider has control over your account, including the ability to access or delete your account. The Client should carefully review the terms the third party provided to understand what it can do with each personal account.

3.2.

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.

3.3.

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.

3.4.

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.

3.5.

When using the Services, the Client and its Permitted User shall:

4.1.

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.

4.2.

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.

5.1.

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:

5.2.

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.

5.3.

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.

5.4.

The Client shall not:

5.5.

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:

5.6.

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.

5.7.

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.

6.1.

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.

6.2.

The Client warrants that it shall not use the Supplier’s products or services, or any data or information supplied by the Supplier to, directly or indirectly, engage in illegal, discriminatory, or fraudulent conduct, including without limitation employment discrimination. The Client further warrants that it will use all available data and information legally and responsibly to make hiring or rejection decisions.

6.3.

YOUR USE OF THE ARYA SOFTWARE, ITS SERVICES, AND ANY DATA OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. 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.

6.4.

The Supplier does not disclaim liability for any unlawful biased or discriminatory outputs generated from its software, artificial intelligence, or algorithm that directly result from the Supplier’s own grossly negligent or intentional acts. Notwithstanding the foregoing, the Supplier shall not be liable for any discriminatory hiring, recruiting, or selection procedures, however arising or occurring, caused by the Client’s manual usage, evaluation, or manipulation of Supplier products or services.

7.1.

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.

7.2.

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.

8.1.

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.

8.2.

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.

8.3.

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.

8.4.

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.

12.1.

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:

13.1.

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.

13.2.

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.

14.1.

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.

14.2.

In the event the Services availed by the Client is Arya Quantum or Arya Fusion, the term of this Agreement will commence on the Start Date and will continue for a period until the End Date as specified in the Sales Order (the “Initial Term”), unless terminated earlier by either Party at least ninety (90) days prior to the expiry of the Initial Term. Thereafter, upon expiry of the Initial Term, this Agreement including the Start Date and End Date as specified in the Sales Order shall automatically renew for successive renewal terms, each for a period of time equal to the length of time of the Initial Term (the “Renewal Terms”).

14.3.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.

17.1.

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).

17.2.

This Agreement is non-exclusive on both parties.

17.3.

No variation to this Agreement shall have effect unless agreed by both parties in writing.

17.4.

No waiver by either party shall be effective unless made in writing.

17.5.

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.

17.6.

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.

17.7.

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.

17.8.

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.

17.9.

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.

17.10.

Audits: Client agrees to allow Supplier or Supplier’s representative to:
a. audit and analyse relevant accounting records related to Client’s obligations hereunder and/or
b. audit the usage of the Services as per prescribed limits to ensure compliance with this Agreement.
Such audits will be conducted no more frequently than semi-annually, with a 5 (five) days’ prior written notice and occur during normal business hours.

17.11.

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.

17.12.

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.

17.13.

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.

2.1.

The User shall be solely responsible for his/her Data and the consequences of posting, providing or publishing it.

2.2.

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.

2.3.

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.

2.4.

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.

2.5.

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.

2.6.

Feedback. Any feedback, suggestions, endorsements, information or materials conveyed to the Supplier by the User in connection with the Services shall be collectively deemed “Feedback.” The User agrees to grant and hereby grants to the Supplier a non-exclusive, perpetual, irrevocable, royalty free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Feedback without restriction.

3.1.

User Accounts. Access to User accounts is limited by use of unique user identification(s) and password(s) (the “Passwords”). User may establish one (1) authorized User account through which User will use and access the Services; provided that, User is at least sixteen (16) years old; provided, however, that if User is under the age of 18 or the age of majority in User’s jurisdiction, User must use the Services under the consent and supervision of User’s parent, legal guardian or responsible adult.

3.2.

User Data. User authorizes the Supplier to use User Data including, without limitation, a valid email address owned or controlled by the User (“the User Information”) to communicate with potential employers and third parties. The User agrees that any notices, agreements, disclosures or other communications that Supplier sends to the User electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

3.3.

User represents and warrants that all information submitted in connection with the establishment and use of the User account will be accurate. The User consents to Supplier’s use and disclosure of the User Data solely in connection with its provision of the Services and in accordance with the terms of this Agreement.

3.4.

Account Activity. The User agrees to maintain the Password(s) in strict confidence and is solely responsible for the use of the Password(s). The User agrees not to provide the Password(s) to any unauthorized third party. Except to the extent caused by Supplier’s intentional misconduct, the User agrees that it shall remain liable for all improper activity occurring in connection with, or under, its account(s), 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 User agrees and understands all account activity will be considered authorized by the User. The User acknowledges any unauthorized use of the Passwords by or on behalf of the User will constitute a material breach of this Agreement.

3.5.

When using the Services, the User shall:

4.1.

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 and 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 Services the User expressly relieves the Supplier from any liability arising from the User’s use of any third party website or Job Board and the data or content derived therefrom, including Job Board Content. The User further acknowledges that the User’s use of Job Board Content is at its own risk and liability and Supplier shall have no responsibility to the User or any third party related to any use of Job Board Content by the User. The User shall use the Job Board in full compliance to the terms and conditions of the applicable Job Board. The User 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 User understands and agrees that it is solely responsible for all fees charged by a Job Board. The termination of the User’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.

4.2.

The User acknowledges that the Supplier is not actually involved in any transaction between an employer and a candidate (User). 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 any third party posts the job posting, such party 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 third party with its authorization, and the User acknowledges that the Supplier does not guarantee the accuracy of resumes, posts, advertisements, listings, and other related documents viewable or otherwise made available through the Services. The User also agrees that these Services are not meant for hiring insights and hiring shall be purely the hiring party’s decision.

5.1.

Subject to the limited rights expressly granted hereunder, the User acknowledges that, as between Supplier and the User, 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 User agrees that the User will not directly or indirectly:

5.2.

The User hereby agrees to allow the Supplier to use the User’s name, image and a description of its relationship with User on its Website and in Supplier’s marketing and publicity materials.

5.3.

The User shall not 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 User has acquired).

5.4.

The User acknowledges and agrees that User will use the Services only for lawful and legitimate business purposes in accordance with the terms and conditions set forth herein. The User expressly agrees User will not post any information which contains, as determined in the sole discretion of Supplier:

5.5.

The User 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 User in connection with its use of the Services, Supplier may immediately disable the User’s access to the Services and suspend its provision thereof.

6.1.

The Supplier warrants that the Services will be performed in all material respects in accordance with the terms of this Agreement.

6.2.

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 USER 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 USER IS AT USER’S OWN RISK. SUPPLIER TAKES NO RESPONSIBILITY FOR THE USE, OR MISUSE OF SUCH DATA BY USERS, CLIENTS, OR ANY OTHER USERS FOR THE LOSS OF SUCH DATA UNLESS IT IS CAUSED AS A RESULT OF SUPPLIER OWN NEGLIGENCE OR WILFUL MISCONDUCT OR AS REQUIRED BY APPLICABLE LAW.

6.3.

User acknowledges and agrees that Supplier makes no representations, warranties, promises or guarantees regarding any content provided or generated by third parties, including, without limitation, the content of messages, Job Advertisements and resumés. Supplier acts as a passive conduit for the distribution, provision, and publication of User Data, and has no obligation to screen or verify the accuracy, legality, legitimacy, truthfulness, or completeness of User Data, and accordingly, Supplier is not responsible and has no liability for User Data. Users may be exposed to data and content that is inaccurate, incomplete, illegal, misleading, false, offensive, constitutes spam, or is otherwise unsuited to the User’s purpose, and the User accepts that it is the User’s responsibility to verify the quality, accuracy, truthfulness, legality or reliability of User, potential employer, or any other third party data, including, without limitation, resumes/CVs and Job Advertisements and content of messages. Users reliance on such is at User’s own risk. If the User has any disputes or issues with any User, potential employer, or any other third party, User agrees to pursue any remedies directly with the applicable User, potential employer, or third party and the User releases Supplier, its affiliates and their respective employees, directors and agents from all claims, demands and damages of every kind (actual and consequential and direct and indirect) known and unknown, suspected and unsuspected, disclosed and undisclosed, to the fullest extent permitted by law.
Notwithstanding the foregoing, while having no affirmative obligation to do so, Supplier reserves the right to reject and/or remove such User Data, and suspend and/or terminate any User Account associated with such User Data.

6.4.

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 User’s, potential employer’s or any other third party’s manual usage, evaluation, or manipulation of Supplier products or services.

6.5.

Section 230 of the U.S. Communications Decency Act (“CDA”) (and the equivalent or similar laws in your jurisdiction) is intended to exclude or limit the liability of online service providers such as Supplier, when such online service providers provide or make available access to third party user generated content (see § 230 (c)(1) which states: “No provider or user of an interactive computer service shall be treated as the publisher or speaker of any information provided by another information content provider).” The decision by Supplier to remove or not post or distribute any User Data, does not by itself amount to participation in the creation of such User Data and, accordingly, does not constitute a waiver of the immunity afforded by the CDA.

7.1.

The User shall each keep confidential all Confidential Information obtained from the Supplier and shall not without the Supplier’s prior written consent disclose or use any Confidential Information except as necessary for properly performing the Agreement.

7.2.

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 User and not the subject of any obligation of confidentiality; or obtained by the User through a third party who is free to disclose it; or replicated by development independently carried out without access to or knowledge of Confidential Information.

7.3.

All Confidential Information disclosed pursuant to this Agreement shall be deemed the property of the Supplier. Upon the termination or expiration of this Agreement, or at anytime, on ten (10) calendar days written notice, the User shall, at the Supplier’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 Supplier with a written assurance that all such information has been destroyed.

7.4.

All Confidential Information, including all intellectual property rights relating thereto, shall remain the property of the Supplier. Except for the right to access and use Confidential Information as provided herein, no license or other rights to Confidential Information, or to Supplier’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 User shall not include Confidential Information in any copyright registrations, patent applications, or similar registrations of ownership.

11.1.

At its sole cost and expense, the User 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:

12.1.

Except with respect to Supplier’s fraud or wilful misconduct with respect to third party claims, in no event will Supplier be liable to the User or any other party for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages.

12.2.

In no event shall the Supplier’s entire liability to the User in respect of any Services, whether direct or indirect, exceed any fees paid by the User to the Supplier in the twelve (12) months period preceding the date the claim arose.

13.1.

Services provided under this Agreement shall be provided until the usage of the Services by the User shall cease.

13.2.

This Agreement may be terminated by either party with or without notice, and with or without cause.

15.1.

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).

15.2.

This Agreement is non-exclusive on both parties.

15.3.

No variation to this Agreement shall have effect unless agreed by both parties in writing. However, it is acknowledged and agreed that this Agreement may be amended by Supplier by posting updated terms and conditions on its Website, which User agrees and acknowledges that User has an affirmative obligation to keep himself or herself apprised of.

15.4.

Any reference to any legislation or legislative provision in this Agreement shall be construed as a reference to that legislation or provision as amended, re-enacted or extended at the relevant time.

15.5.

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.

15.6.

This Agreement is binding on each party and their respective successors and assigns. User may not assign this Agreement without Supplier’s written consent. No person other than the Supplier and the User has any right to a benefit under, or to enforce this Agreement.

15.7.

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 and waives any right to challenge personal jurisdiction in this regard.

15.8.

Any waiver under this 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.

15.9.

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) (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 addresses provided by the parties at the time User registers.

15.10.

If any provision of the Agreement is, or becomes, illegal, unenforceable or invalid, the provision must be treated for all purposes as severed from the Agreement without affecting the legality, enforceability or validity of the remaining provisions of the Agreement.

15.11.

Survival: Clauses 2, 5, 6, 7, 8, 9, 10, 11, 12, and 15 and any other provisions that by their terms are intended to apply after termination, shall survive the termination of the Agreement.