Terms of Use of hiresmart.ai by Hiresmart LLC

These Terms of Use apply when you utilize the products and services of Hiresmart LLC or our affiliates, including our application programming interface, software, tools, developer services, data, documentation, and website (“Services”). The Terms include our Service Terms and any other documentation, guidelines, or policies we may provide in writing. By using our Services, you consent to these Terms. Our Privacy Policy explains how we gather and utilize personal information.

Registration and Access

You must be 18 years or older and capable of forming a binding contract with Hiresmart LLC to use the Services. If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. You must furnish accurate and complete information to register for an account. You are prohibited from sharing your access credentials or account with others outside your organization, and you are accountable for all activities that occur using your credentials.

Usage Requirements

(a) Use of Services. You may access, and we grant you a non-exclusive right to use, the Services in accordance with these Terms. You will comply with these Terms and all applicable laws when using the Services. We and our affiliates hold all rights, title, and interest in and to the Services.

(b) Feedback. We value feedback, comments, ideas, proposals and suggestions for improvements. If you provide any of these, we may use them without restriction or compensation to you.

(c) Restrictions. You may not (i) use the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse engineer or attempt to reveal the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (iii) use the Services to develop foundation models or other large scale models that compete with Hiresmart LLC; (iv) use any method to extract data from the Services, including web scraping, web harvesting, or web data extraction methods, other than as permitted through the API; (v) misrepresent that output from the Services was human-generated when it is not; or (vi) buy, sell, or transfer API keys without our prior consent. You will comply with any rate limits and other requirements in our documentation. You may use Services only in geographies currently supported by Hiresmart LLC

(d) Third Party Services. Any third-party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.

Content

(a) Your Content. You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input and Output are collectively “Content.” As between the parties and to the extent permitted by applicable law, you retain all ownership of Input, and subject to your compliance with these Terms, Hiresmart LLC hereby assigns to you all its right, title and interest in and to Output. Hiresmart LLC may use Content as necessary to provide and maintain the Services, comply with applicable law, and enforce our policies. You are responsible for Content, including for ensuring that it does not violate any applicable law or these Terms.

(b) Your Files and Data. You may upload your Files and Data, subject to size and file type parameters, to our servers hosted by AWS (Amazon Web Server) and accessed by PineCone. Both parties are SOC 2 Compliant. Information relevant to your queries is extracted from the uploaded Data and Files and presented to you by Hiresmart LLC.

(c) Similarity of Content. Due to the nature of machine learning, Output may not be unique across users and the Services may generate the same or similar output for Hiresmart LLC or a third party. For instance, you may provide input to a model such as “What color is the sky?” and receive output such as “The sky is blue.” Other users may also ask similar questions and receive the same response. Responses that are requested by and generated for other users are not considered your Content.

(d) Use of Content to Improve Services. Hiresmart LLC does not use your content in order to enhance our services.

(e) Copyright Complaints. If you believe that your intellectual property rights have been infringed, please send notice to the address below. We may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers.

Hiresmart LLC Shams Freezone Sharjah UAE, [email protected]

Written claims concerning copyright infringement must include the following information: A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest; A description of the copyrighted work that you claim has been infringed upon; A description of where the material that you claim is infringing is located on the site; Your address, telephone number, and e-mail address; A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Fees and Payments

(a) Fee Structure and Payment. As a user of HireSmart LLC’s services, you are required to pay all fees attributed to your account (“Fees”), based on the rates and terms as stated on the relevant pricing page, or as mutually agreed in writing. HireSmart LLC reserves the right to correct any errors in pricing, even after an invoice has been issued or payment has been received. It is your responsibility to provide accurate billing details, including an authorized mode of payment. We will debit your payment method periodically as per our agreement, though the charge date may be altered reasonably. You hereby authorize HireSmart LLC, its affiliates, and any third-party payment processors, to charge your chosen payment method for the Fees. In cases where the payment process fails, we will notify you in writing and may suspend your access to the Services until the payment issue is resolved. All Fees are payable in U.S. dollars and are due upon invoice issuance. All payments are non-refundable, except as specified in this Agreement.

(b) Tax Liability. Unless otherwise indicated, Fees do not include any local, state, federal, or international taxes, duties, or other similar assessments (“Taxes”). You are responsible for paying all Taxes associated with your purchases, excluding Taxes based on our net income. HireSmart LLC may invoice you for such Taxes. You agree to pay these Taxes promptly and provide us with documents that prove the payment, or any other evidence that we may reasonably request. HireSmart LLC uses the name and address you provided at the time of registration for tax purposes, hence you should ensure that this information is accurate and current.

(c) Adjustments in Pricing. We retain the right to alter our pricing structure, which will be communicated to you via a notice on your account and/or our website. Price hikes will become effective 14 days post their announcement, barring those made for legal purposes or those pertaining to Beta Services (as outlined in our Service Terms), which will come into effect immediately. Any alterations in pricing will be applicable to the Fees levied on your account immediately following the effective date of these changes.

(d) Fee and Late Payment Disputes. If you wish to dispute any Fees or Taxes, you are required to contact [email protected] within thirty (30) days from the date of the disputed invoice. Uncontested overdue amounts may attract a finance charge of 1.5% per month on the unpaid balance. In cases where any part of your Fees is overdue, we may suspend your access to the Services post a written notice regarding the delayed payment.

(e) Free Tier. The creation of multiple accounts to take advantage of credits offered in the free tier of our Services is not permissible. If we believe that you are misusing the free tier, we reserve the right to charge you the standard fees or deny access to the Services.

Confidentiality, Security, and Data Protection

(a) Confidentiality. You may be given access to Confidential Information of Hiresmart LLC, its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that Hiresmart LLC or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that:

• is or becomes generally available to the public through no fault of yours;
• you already possess without any confidentiality obligations when you received it under these Terms;
• is rightfully disclosed to you by a third party without any confidentiality obligations; or
• you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Hiresmart and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.

(b) Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact Hiresmart LLC and provide details of the vulnerability or breach.

(c) Processing of Personal Data. If your use of the Services involves the processing of personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law. If you are governed by the GDPR or CCPA and will be using Hiresmart LLC for the processing of “personal data” as defined in the GDPR or “Personal Information,” please contact [email protected] to execute our Data Processing Addendum.

Term and Termination

(a) Termination. These Terms become effective when you first use the Services and continue until termination. You may terminate these Terms at any time by discontinuing use of the Services and Content. Hiresmart LLC reserves the right to terminate these Terms by providing you with at least 30 days’ prior notice. We also reserve the right to terminate these Terms immediately if you violate Sections 2 (Usage Requirements), 5 (Confidentiality, Security and Data Protection), 8 (Dispute Resolution) or 9 (General Terms), due to changes with third party technology providers beyond our control, or to comply with legal or governmental requests.

(b) Effect on Termination. Following termination, you are required to cease using the Services and to promptly return or, if we instruct, destroy any Confidential Information. Sections 3 and 5-8 of these Terms, along with any other sections intended to survive termination, will remain in effect.

Indemnification; Disclaimer of Warranties; Limitations on Liability

(a) Indemnity. You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from any claims, losses, or expenses (including attorney fees) stemming from your use of the Services, your Content, or any services or products you develop using the Services, or from your violation of these Terms or any applicable law.

(b) Disclaimer. THE SERVICES ARE PROVIDED “AS IS.” WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) REGARDING THE SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE, EXCEPT WHERE PROHIBITED BY LAW. WE DO NOT WARRANT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, ERROR-FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

(c) Limitations of Liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRIOR TO THE LIABILITY ARISING OR ONE HUNDRED DOLLARS ($100). THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Dispute Resolution

YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

(a) MANDATORY ARBITRATION. You and HireSmart LLC agree to resolve any claims relating to these Terms or our Services through final and binding arbitration, except that you have the right to opt out of these arbitration terms, and future changes to these arbitration terms, by emailing [email protected] within 30 days of agreeing to these arbitration terms or the relevant changes.

(b) Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against HireSmart LLC, you agree to try to resolve the dispute informally by sending us notice at [email protected] of your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process.

(c) Arbitration Forum. Either party may commence binding arbitration through a mutually agreed provider of such services. The parties will pay equal shares of the arbitration fees. HireSmart LLC will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(d) Arbitration Procedures. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in a mutually agreed location. All issues are for the arbitrator to decide, including but not limited to issues relating to the scope, enforceability, and arbitrability of this Section. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.

(e). Exceptions. This arbitration clause does not require arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.

(f) NO CLASS ACTIONS. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.

(g) Severability. If any part of this Section 8 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this Section 8 will be unenforceable in its entirety. Nothing in this Section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.

General Terms

(a) Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and HireSmart LLC or any of HireSmart LLC’s affiliates. HireSmart LLC and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.

(b) Use of Brands. You may not use HireSmart LLC’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent.

(c) UAE Federal Agency Entities. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable UAE Federal Acquisition Regulation and agency supplements thereto.

(d) Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.

(e) Modifications. We may amend these Terms from time to time by posting a revised version on the website, or if an update materially adversely affects your rights or obligations under these Terms we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Changes will become effective no sooner than 30 days after we notify you. All other changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.

(f) Notices. All notices will be in writing. We may notify you using the registration information you provided or the email address associated with your use of the Services. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. HireSmart LLC accepts service of process at this address: HireSmart LLC, P.O. Box 7073, Sharjah, UAE, Attn: [email protected].

(g) Waiver and Severability. If you do not comply with these Terms, and HireSmart LLC does not take action right away, this does not mean HireSmart LLC is giving up any of our rights. Except as provided in Section 8, if any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible, and it will not affect the enforceability of any other terms.

(h) Export Controls. The Services may not be used in or for the benefit of, exported, or re-exported (a) into any UAE embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the UAE Ministry of Finance’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the UAE Department of Commerce Denied Persons List or Entity List, or any other restricted party lists. You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.

(i) Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to HireSmart LLC and its affiliates, and HireSmart LLC shall have the right to seek injunctive relief against you in addition to any other legal remedies.

(j) Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and HireSmart LLC regarding the use of the Services and, other than any Service specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and HireSmart LLC on that subject.

(k) Jurisdiction, Venue and Choice of Law. These Terms will be governed by the laws of the Emirate of Sharjah, United Arab Emirates, excluding Sharjah’s conflicts of law rules or principles. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the courts of Sharjah, UAE.