Term Of Use

Introduction
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1.1. AXTERIOR LTD (hereinafter ‘Axterior’, ‘we’, ‘our’,‘us’) is a recruitment SaaS platform (hereinafter ‘Platform’) that allows companies and individuals to source, manage and hire best specialists with less time and efforts, grow their talent pools, and improve their recruitment process (hereinafter ‘Services’).
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1.2. The following Terms of Use (hereinafter ‘Terms’) shall specify terms and conditions for use and access to the Platform and use of the Services. By visiting and using Platform and Services or by subscribing and receiving access for the Platform, you (hereinafter ‘User’ ) agree to be bound by these Terms.

1.3. The User must be over the age of 18 and be legally permitted to use the Services. Axterior does not permit those under 18 to use the Services.

1.4. In the case the User is accessing the Platform on behalf of a legal entity, the entity must be duly incorporated and in good standing in its jurisdiction (hereinafter ‘Company’) and the User should be entitled with the authority to accept these Terms.
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User Roles
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2.1. Owner - the User who creates and sets up the profile of the Company, is a special type of administrator that can perform all actions with the account, including deletion of the account. The Owner is responsible for payment of Subscription Fees.
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2.2. HR Manager - the User, who is granted limited access to the account, was designated by the Owner, and has limited access to the Company’s profile.

2.3. Recruiter - the User, who is responsible for the process of hiring starting from vacancy creation till it's closing. Is granted a limited access to the account.

2.4. Hiring Manager - the User, who is responsible for the management of its team or department and is entitled to monitor the local need for new staff.
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2.5. Interviewer - the User, who is authorized to conduct and report interviews with candidates.
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Scope of Services
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3.1. Axterior provides the User with a possibility to use the Platform and Services, included but not limited to the following features:
‍(i) creating Company’s profile, Users’ accounts, individual accounts with granting a permission to the User to access and use the Services on behalf of the User with the scope of responsibilities according to the allocated role and authorization;
(ii) customizing the recruitment process according to User’s internal hiring process;
(iii) screening and filtering skills of candidates to create vacancies and the relevant candidate profiles;
(iv) creating job request forms with detailed descriptions and requirements;
(iv) follow and monitor the recruitment process during all stages of hiring;
(v) using third-parties integrations with the popular recruitment services and employment or contractor position’s boards.

3.2. Axterior may implement changes and modifications to the scope of Services and available features at any time in order to improve the functionality and quality of User’s experience while using Services. In case such changes have significant negative consequences on the ability to use the Services, changes will be communicated to the User if possible.
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Access to the Services
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4.1. Axterior will make commercially reasonable efforts to ensure that the SaaS is available twenty-four hours a day, seven days a week excluding (i) scheduled technical maintenance time; (ii) any unavailability caused by circumstances beyond control of Axterior; (iii) any other suspensions permitted under these Terms.

4.2. Axterior retains the right to limit the use of Platform and Services at any time with or without notice, including to ensure the stability, legality, availability, scalability, usability, commercial viability and responsiveness of the Platform and Services.

4.3. Axterior will make commercially reasonable efforts to respond to all incoming support requests.

4.4. For the avoidance of doubt, Axterior’s obligations shall be limited only to the provision of the Services and do not in any way include acting on the User’s behalf. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the User and Axterior, appoint either party as the agent of the other, nor authorize either party to make or enter into any commitments for or on behalf of the other party.
User Account
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5.1. The User acknowledges and agrees that in order to access the Platform or use the Services, the User must register an account on the Platform, as well as set up an account password.

5.2. The User must enter valid contact email information so that Axterior may send verification codes to verify User’s account and other important text notifications regarding any activity in the account.

5.3. The User shall handle password details carefully and confidentiality at own risk, given that the User will be fully responsible for any action affected on using the account. The User undertakes to notify Axterior immediately upon becoming aware of any breach of security or unauthorized use of the Account.

5.4. During the completion of the account’s registration, the User warrants that it has provided all details necessary for the identification and verification of the User.

5.5. The User shall provide legitimate, accurate, complete and up-to-date information in its profile. Failure to do so constitutes a breach of the Terms and may result in immediate termination of User’s account on the Platform and suspension of the use of Services.

5.6. The User warrants that indicated Username, name, business name or trademark are lawfully available for use or are used after obtaining the appropriate authorization.

5.7. By filling in and submission the registration form the User agrees to and undertakes to comply with these Terms and Privacy Policy.
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User Content
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6.1. The User is solely responsible for any and all content posted on Platform and indicated in its account and profile.

6.2. The User retains any and all of the rights to any content the User provides, post or display on or through the Platform and the User is solely responsible for protecting these rights.

6.3. The User represents and warrants that: (i) the User is the legitimate owner of the content; (ii) the User has the right to use it and grant Axterior the rights and license as provided in these Terms, (iii) the posting of the content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person and provisions of applicable legislation; (iv) the User uses the Services solely with the aim of hiring candidates and there are no any reasons other than legitimate employment or entering into consultancy agreements;

6.4. The User may not transmit any content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable.

6.5. Axterior reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any content is appropriate and complies with these Terms, refuse in posting or remove this content. As Axterior cannot control all content posted by Users and/or third parties on the Service, so that the User agrees to use the Service at own risk.
Subscription, trial period and payments
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7.1. All charges associated with User account and subscription are due in full and payable in advance as indicated below.

7.2. In order to explore the Services provided on the Platform, the User may use the trial period free of charge. Duration of trial period consists of 30 days by default, unless the Parties agree otherwise or the User initiates a paid subscription.

7.3. The User acknowledges and agrees that during the trial period the following specific terms shall apply in addition to all other Terms: (i) access to the Services during the trial period will be provided at no cost to the User; (ii) such access is solely for the purpose of exploring the Platform and offering the User a preview demonstration of the functionality and features of the Services; (iii) the functionality of the Services during a trial period may be limited or restricted.

7.4. The subscription fees are based on the subscription plan User chooses and are payable in full until terminating the account in accordance with these Terms.

7.5. Axterior uses a third party service provider (Stripe.com) to manage credit/debit card and other payment processings provided that such service provider is not permitted to store, retain or use your payment account information except to process your credit/debit card and other payment information for Axterior.

7.6. Axterior is entitled to charge subscription fees automatically to credit cards indicated by the User. All subscription fees are due 30 (thirty) calendar days in advance, unless specified or agreed otherwise by the Parties.

7.7. Unless otherwise specified in these Terms, all subscription fees are nonrefundable. No refunds shall be issued for partial use or non-use of the Platform or Services by the User.

7.8. Axterior may suspend the Services if any subscription fees are overdue. Axterior may at each renewal of a Subscription increase its applicable fees, rates and prices for the subscription.

7.9. The User is entitled to upgrade or downgrade the subscription plan. The User acknowledges the fact that downgrading may cause loss of content, features, or capacity of the Services as was available before downgrading. Axterior shall not be liable for such loss. After upgrade or downgrade, the new subscription fees become immediately applicable.

7.10. All fees are indicated in euros ‘EUR’.

7.11. All fees are exclusive of VAT and all other taxes or duties. User is solely responsible for paying the mentioned above fees, taxes and any bank transfer fees.
Renewals and termination. Effect of termination
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8.1. Subscription shall be automatically renewed, unless a User cancels the subscription and discontinues using the Service upon 30 (thirty) calendar days non-renewal notification.

8.2. Upon termination, User’s right to use the Service will continue the period for which the subscription was paid in advance.

8.3. Axterior may terminate or suspend User’s account immediately, without prior notice or liability, for any reason whatsoever, including without limitation breach of these Terms.

8.4. The User may terminate the Terms at any time upon written notice to Axterior or cancellation of the subscription according to Clause 8.1 of these Terms.

8.5. User is recommended to export all data prior to termination of the User account. In any event, following the termination of the subscription or expiry of trial period without further purchase of subscription plan, User’s data will be retained for a period of 60 (sixty) calendar days (‘Data Retention Period’) from such termination or expiry of trial period within which User may contact us to export its data. Beyond this Data Retention Period, Axterior reserves the right to delete all User’s data. User’s data cannot be recovered or restored once it is deleted. By default, Axterior does not offer data extraction or export solutions.
IP and Copyright Policy
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9.1. The Platform and its original content (excluding content provided by the User), features and functionality are protected by copyright, trademark under respective laws and is and will remain the exclusive property of the Axterior and its licensors.

9.2. Axterior’s trademarks and business name can not be used in connection with any product or service without the prior written authorisation by Axterior.

9.3. Axterior respects the intellectual property rights of others. Therefore, any IP provided by the User while accessing the Platform and using the Services shall remain the sole property of the User.

9.4. The User shall not: (i) modify, translate, create or attempt to create derivative copies of or copy the Platform, its website and Services; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Platform, its website and Services.

9.5. The User hereby indemnifies Axterior against all losses, liabilities, costs and expenses (including but not limited to legal costs) arising from or incurred by reason of any infringement of any intellectual property right by the use of the Platform or Services and all other information and material provided by the User to Axterior.
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Confidentiality

10.1. Axterior and User agree to protect each other's Confidential Information from unauthorized use, access or disclosure in the same manner as each of us protects our own Confidential Information, and in any event, no less than reasonable care.

10.2. Except as otherwise expressly permitted pursuant to these Terms or relevant legislation, each may use the other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under these Terms and shall disclose such Confidential Information solely to those of our respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of and shall not misuse such Confidential Information.
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Data Processing and Privacy
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11.1. The User and Axterior shall stay compliant with all applicable data protection and privacy laws and regulations in the course of performance of their obligations set out under these Terms, including the EU General Data Protection Regulation 2016/679 (“GDPR”), the UK General Data Protection Regulation (“UK GDPR”) and the UK Data Protection Act 2018, the California Consumer Privacy Act (“CCPA”) (hereinafter ‘Data Protection Legislation’).

11.2. In the course of providing Services to the User, Axterior is a data processor while User is a data controller as interpreted according to the Data Protection Legislation.

11.3. By uploading the User’s data, the User authorizes Axterior to process the User’s data.
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11.4. Personal data is collected and used for Axterior legitimate business purposes and to comply with its obligations, including providing Services to the User.

11.5. Axterior processes the following categories of personal data:
11.5.1. website visitor’s and User’s data (such as age, gender) and visitor’s behavior, which allows Axterior to tailor the content and advertising more precisely, starting from the graphics, language, and technical sophistication we employ on our website to the creative contents and placements for ads;
11.5.2. visitor’s and User’s preferences, which allow Axterior to focus our advertising exactly on the Users who demonstrate a likelihood to enjoy our content or use the Platform or Services;
11.5.3. visitor’s and User’s preferences location and language which allow Axterior to understand the geographical scope of the audience;
11.5.4. visitor’s and User’s preferences technical data (such as browser, OS) which allows Axterior to tune current versions of the content, and plan upcoming implementations accordingly;
11.5.5. visitor’s and User’s preferences device data which allows Axterior to see which mobile devices are being used to interact with your content;
11.5.6. identifiers (name, surname, contact email, job title, employer information, contact details, age, gender, date of birth, physical descriptions; employment information; education and professional training information about candidates for the position of employee or consultant), which allows our User to conduct hiring process of the candidates according to their legitimate interests and contractual obligations;
11.5.7. other data provided from data subjects (as interpreted according to the Data Protection Legislation) include natural persons who submit their personal data via the Platform and/or the User collects via the use of the Services including without limitation name, email, address etc.

11.6. In the course of Services provision Axterior shall provide reasonable assistance to the User in compliance with the User’s obligations under Data Protection Legislation, including using appropriate technical and organizational measures to assist the User in responding to data subject access requests.

11.7. In case a data subject would like to make a request for the information regarding the processing of personal data by the User via the Platform, Axterior shall promptly forward the request to the User.

11.8. The User acknowledges and accepts that data subjects are entitled with the right to withdraw their consent to the use of their personal data or information at any time and may request that Axterior to delete all information and data available on the Platform about that respective data subject. In this case, Axterior shall notify the User and the User shall immediately and permanently delete all requested information and data from the Platform. In case the User has not done so within 60 (sixty) calendar days, Axterior reserves the right to remove such data and shall not be liable in any way for any loss or damage suffered by the User arising from the data subject exercising their rights. In case of receipt of the request to delete the personal data, Axterior shall delete the respective data within 60 (sixty) calendar days.

11.9. The User shall bear the responsibility on compliance with the relevant Data Protection Laws. The User hereby indemnifies Axterior against all losses, liabilities, costs and expenses (including but not limited to legal costs) arising from or incurred by reason of the User’s failure to comply with this provision.

11.10. The User acknowledges and accepts that Axterior may aggregate, de-identify or anonymize personal data and use, disclose, distribute, and publish such data solely for commercial, statistical, analytical and product enhancement purposes. Axterior implements all reasonable and technically appropriate measures on information and data protection in order to prevent the re-identification of such data by third-parties. Such data may be shared with third parties for research and other purposes.

11.11. In case of data transfers to a jurisdiction for which the European Commission has not issued an adequacy decision, Axterior shall ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with the relevant legislation, including the execution of the applicable Standard Contractual Clauses.

11.12. The User shall regularly check privacy policy and privacy provisions, which governs the use of personal data on the Axterior website and Terms on which User agreed to be bound according to these Terms and use of the Platform, website and Services.

11.13. In case the User has any requests or questions with regard to its personal data, the User can contact us at: legal@axterior.com.
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Data Processing Agreement
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12.1. User acknowledges and agrees that User is the data controller, who collects, stores and organizes the personal data of data subjects determined by the User. The Platform has been designed to work as a recruitment software tool but, to the extent not regulated by these Terms, the User decides how to use the Platform at its sole discretion.

12.2. Axterior shall process the data on behalf of the User until the termination of Services and expiry of Data Retention Term in accordance with these Terms. The Platform may contain links to third-party websites or services that are not owned or controlled by Axterior. The User further acknowledges and agrees that the Axterior shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services.
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No warranty
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13.1. Without limitation to the foregoing, Axterior provides no warranty or undertaking, and makes no representation of any kind that: (i) the Platform and Services will meet User’s requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected; (ii) that the Service will be uninterrupted or error-free; (iii) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

13.2. In case certain types of warranties or limitations are not applied to the User due to its specific jurisdiction of incorporation, the warranties and limitations set forth hereby shall be applied to the greatest extent enforceable under applicable law.
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Limitation of liability
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14.1. To the maximum extent permitted by law, in no event will Axterior, its affiliates, officers, directors, employees, directors, agents, suppliers or licensors be liable to User or any third party for any indirect incidental, special punitive, cover or consequential damages (including, without limitation, damages for lost profits lost revenue, lost sales, lost goodwill, loss of use or list content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including but not limited to contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if have been advised as to the possibility of such damages or could have foreseen such damages.

14.2. Axterior shall not be liable for any loss or damage that is not reasonably foreseeable.

14.3. Axterior and its affiliates, officers, directors, employees, directors, agents, suppliers or licensors, maximum aggregate liability relating to the Services under these Terms is limited to the amount equal to the lower of 12 (twelve) months of the monthly subscription fee paid by the User.

14.4. The limitations and exclusions also apply if this remedy does not fully compensate the User for any losses or fails its initial purpose.
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Governing Law and Disputes Resolution

15.1. These Terms shall be governed by the laws of Estonia. The User’s use of the Services may also be subject to other local, state, national, or international laws, compliance with which shall be beared solely by the User.

15.2. Any concern or dispute with regard to the Platform and Services, shall be first attempted to resolve in negotiation.

15.3. All disputes arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (hereinafter ‘the Rules’) by one arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, appointed in accordance with the Rules. The place of the arbitration shall be Tallinn, Estonia. The language of the arbitration shall be English. The arbitration shall be commenced by a request for arbitration by either party, delivered to the other party. The request for arbitration shall set out the nature of the claim(s) and the relief requested. Parties, counsel, and witnesses residing outside of place of arbitration may participate in the arbitration via video conference.Enforcement of any arbitration award may be sought in any court of competent jurisdiction. For all purposes of these Terms, the parties consent to (a) exclusive jurisdiction and venue in Tallinn, Estonia without giving effect to any principles of conflicts of law.
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Independent contractors

16.1. For the avoidance of doubt, Axterior’s obligations shall be limited only to the provision of the Services and do not in any way include acting on the User’s behalf.
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16.2. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the Axterior and the User, appoint either party as the agent of the other, nor authorize either party to make or enter into any commitments for or on behalf of the other party.
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Severability

17.1. In case any provision of Terms shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

17.2. The validity and enforceability of the remaining terms, conditions or provisions, or portions of Terms shall not be affected.
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Assignment

18.1. Axterior is providing Services solely for the User and its authorized representatives. Neither Axterior nor User may assign these terms without the prior written consent with the exception of a change of control, merger, reorganization or sale of all, or substantially all, of one party’s assets to a third party.
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Disclaimer.

19.1. Axterior provides the Services "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Axterior, on its own behalf and on behalf of its affiliates, its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Services, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice.

THE User HEREBY ACKNOWLEDGES THAT THE User HAVE READ THESE TERMS, UNDERSTOOD IT, AND AGREES TO BE BOUND BY ITS TERMS.
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Updates of Terms

20.1. Axterior may, at its sole discretion, update, change, modify, add, or remove provisions of Terms at any point of time in order to comply with applicable international and national laws . By continuing to use the Services after such updates have been published on Axterior website, User accepts and agrees to be bound by such changes.

20.2. The User agrees to monitor such changes from time to time. By continuing to access or use Services after those revisions become effective, the User agrees to be bound by the revised terms. In case the User does not agree to the new terms, in whole or in part, the User should stop accessing the Platform and using Services.

20.3. Such amended or updated Terms will automatically be effective upon the earlier of (i) User’s continued use of the Platform, or (ii) 5 (five) days from posting of such modified Terms on or through the website and/or Platform.
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Communication of notices.

21.1. All notices related to these Terms will be notified electronically in writing by posting on Axterior website and/or Platform and/or by email and will be effective upon indicated effective date or transmission to the User.

21.2. Apart from this, Axterior may contact the User directly via email in case of the following: (i) the User violated the Terms, (ii) the User is conducting prohibited activities in respect to the Services or applicable laws.
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Contact details

22.1. If you have any questions or feel a need for further clarification about these Terms, you can contact us via the following email address: legal@axterior.com.

Term of Use

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