Definitions

The definitions in these Terms can be used anywhere in the Agreement. If a Document has a separate definition, then that definition will apply in relation to that Document. Where the word “including” is used in this Agreement, it should be interpreted as “including, but not limited to”. Definitions for terms will apply to both singular and plural uses of the terms. Titles of articles and sub-articles in the Agreement do not affect the interpretation of the Agreement.

‘Access Rights’: Any personalised access rights for the SaaS that have been granted by the Subscriber, an End-User or on behalf of the Subscriber;

‘Affiliate’: in respect of a Party, any entity that such Party Controls, is Controlled by or is under common Control with such Party (where ‘Control’ means the direct or indirect ownership of at least fifty percent (50%) of the ownership or voting rights);

‘Agreement’: Any agreement between the Parties in relation to the provision of services to Subscriber, such as the agreement entered into when creating a Subscription;

‘Article’: Any article including its sub-articles;

‘ATS’: Applicant Tracking System

‘Business Day’: Monday to Friday, except Christmas and New Year’s Day;

‘Candidate’: A candidate for a job position;

‘Company Account’: An admin panel designated as a company account and intended to confine the Subscriber Data held under a single Subscription, but also used for other purposes, such as grouping End-Users;

‘Customer’: Subscriber;

‘Distribution Channels’: Third-party services, job boards and/or other entities used by or in AmazingDrivers’s distribution network for Job Advertisements;

‘Document’: Any part of the Agreement that can be seen as a single document, such as the Terms or a service level agreement;

‘End-Users’: Anyone with Access Rights i.e Job Applicant and Subscriber’s Users;

‘Functionality’: a function or possibility of the software that is described in the Agreement or the Documentation, whether further divided into sub functionalities and/or sub possibilities or not;

‘Job Advertisement’: Announcements or promotions of job vacancies;

‘Party’: Subscriber or AmazingDrivers;

‘AmazingDrivers’: Depending on which is the contracting party, AmazingDrivers Inc., a Delaware corporation, or AmazingDrivers B.V., a private company with limited liability under the laws of the Netherlands with company number 63881829;

‘AmazingDrivers Content’: Any content made available by AmazingDrivers through its Services and Site;

‘SaaS’: The software-as-a-service for recruitment and/or talent acquisition that is provided to the Subscriber under these Terms;

‘Service’: Any service provided by AmazingDrivers under the Agreement;

‘Site’: Amazing Drivers

‘Subscription’: A trial subscription or paid subscription for the ATS, including the ancillary subscription-based Services;

‘Subscription Changes’: Downgrades, upgrades or changes of a Subscription agreed to by the Subscriber;

‘Subscription Term’: A period that the Subscription is committed to for, that may be preceded or followed by another such period;

‘Subscriber’: The person or legal entity that the Company Account is created for and entering into the Agreement or the successor/assignee of such a legal person;

‘Subscriber Content’: Resumes (or CV’s), comments, notes, files and all other data associated with the process of hiring for a job position;

‘Subscriber Data’: any data stored by AmazingDrivers on behalf of the Subscriber as part of the ATS, excluding back-ups;

‘Support’: the provision of assistance and advice concerning the usage of Functionality;

‘Third Party Service Provider’: Third parties used by AmazingDrivers to provide, support or facilitate the Services;

1. Access to the Services

1.1 Availability AmazingDrivers will make commercially reasonable efforts to ensure that the SaaS (ATS) is available twenty-four hours a day, seven days a week.

1.2 Limits AmazingDrivers retains the right to create limits on use and storage with respect to the Services at any time with or without notice, including to ensure the stability, legality, availability, scalability, usability, commercial viability and responsiveness of the services provided by AmazingDrivers to the Subscriber and to other customers of AmazingDrivers.

1.3 Subscriber Requirements Subscriber warrants to AmazingDrivers that Subscriber is legally permitted to use the Services, and takes full responsibility for the selection and use of the Services.

1.4 Local Laws AmazingDrivers makes no claim that the Services may be lawfully used or that AmazingDrivers Content may be uploaded or downloaded to and from the Services outside of the USA. Access to AmazingDrivers Content may not be legal by certain persons or in certain countries. If Subscriber uses the Services from outside the USA, Subscriber does so at its own risk and Subscriber is responsible for compliance with the laws and regulations of its jurisdiction(s).

1.5 Compatibility Subscriber (DSP) shall be responsible for obtaining and maintaining any equipment or ancillary services needed for Subscriber and any End-Users to connect to and use the Services, including modems, hardware, software, and long distance or local telephone service. Subscriber shall be responsible for ensuring that such equipment or ancillary services are compatible with the Services.

2. General Terms

2.1 Applicants and Subscribers Details The Applicants or Subscriber Company warrants that it has provided all details necessary to legally identify them to AmazingDrivers. Additionally the Subscriber will actively and accurately provides details relating to identification of the Subscriber and billing of the Subscriber and take reasonable measures to protect such details (including by maintaining the confidentiality of login credentials). The provision of credit card details is required if Subscriber opts for payments by credit card. There can be only one Subscriber under the Agreement.

2.2 User’s Responsibility End User is responsible for any and all Content submitted on website for the purpose of hiring process or to Subscriber’s ATS and activity that occurs through or under Subscriber’s SaaS.

2.3 Illegitimate Use Any fraudulent, abusive, improper or unauthorized use of the Services or use in violation of the Agreement may be reason for AmazingDrivers, as it deems appropriate, to suspend, terminate or cancel Subscriber’s right to use the Services or deactivate Candidates accounts. One person or legal entity may not maintain more than one Account. Subscriber may not resell or otherwise provide the Services to any third party as a private label, with the inclusion of a mark-up fee or otherwise without the express written consent of AmazingDrivers. If approved by AmazingDrivers in writing, multiple Company Accounts may fall under a single Subscription. AmazingDrivers is not liable for any loss or damage resulting from End User’s failure to comply with the obligations set out in this article, including the loss of control over a Company Account or candidate Profile.

2.4 Relationship to End-Users For the sake of clarity and without prejudice to additional attribution to others, all use of Access Rights will be attributed to the Candidate and Subscriber in the context of the Agreement. An End-User that is not the Applicant Or Subscriber does not derive any rights from these Terms.

3. Quality of Service Support

3.1 Service Level AmazingDrivers will make commercially reasonable efforts to respond to all incoming Support requests within two Business Days.

3.2 Disproportionate Use AmazingDrivers is only required to provide Support to End-Users in so far as Applicants and Subscriber makes sure that requests for Support of End-Users are routed efficiently by them and that End-Users do not disproportionately request Support. If AmazingDrivers determines, in its sole discretion, that Subscriber’s End-Users are disproportionately requesting Support, then AmazingDrivers may require that the Subscriber appoints a single contact person for Support requests. AmazingDrivers’s Support team is available via support@AmazingDrivers.com.

3.3 Onboarding and Training AmazingDrivers will make commercially reasonable efforts to provide any onboarding and training Services agreed to between the Parties

4. Warranty and Disclaimer

4.1 End User’s Representations, Warranties and Disclaimer End Users represents and warrants that (a) the End User has the right and capacity to enter into and be bound by the Agreement; (b) the End User shall comply with all applicable laws and regulations in connection to the End User Content and End User’s use of the Services; (c) the End User is authorized to submit the Content (d) the End User agrees to abide by these Terms in connection to the Services and the Site as provided by AmazingDrivers. End Users agree to use the Services and the Site at their own risk.

4.2 AmazingDrivers Warranties and Disclaimer AmazingDrivers USES THIRD PARTY SERVICE PROVIDERS AND DISTRIBUTION CHANNELS (SUCH AS NETWORK PROVIDER, DATA CENTERS, TELECOMMUNICATION PROVIDERS) TO MAKE THE SERVICES AND THE SITE AVAILABLE TO THE SUBSCRIBER. AmazingDrivers WARRANTS THAT IT WILL MAKE ALL COMMERCIALLY REASONABLE EFFORTS TO PROVIDE THE SUBSCRIBER WITH THE SERVICES IN ACCORDANCE WITH INDUSTRY STANDARDS, HOWEVER AmazingDrivers DOES NOT WARRANT THAT ANY SERVICES SHALL BE FREE OF ERRORS OR INTERRUPTIONS AT ALL TIMES, NOR DOES AmazingDrivers WARRANT THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED. EXCEPT AS EXPRESSLY SET OUT HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, AmazingDrivers DOES NOT WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE OR FIT FOR A PARTICULAR PURPOSE AND DISCLAIMS ANY OTHER WARRANTY OR GUARANTEE, WHETHER EXPRESS, IMPLIED OR STATUTORY.

4.3 Third Party Interaction AmazingDrivers may display or provide links or other interaction, including interoperation and integration, with third party websites, third party services and third party advertising banners on the Site and through the Services (‘Third Party Interaction’). In particular, the Services may also provide the End User with the opportunity to connect and publish End User’s information and/or data through third parties such as postings to social and business networking sites. Use of any Third Party Interaction shall be at the risk of the End User and third parties may require End User to agree to additional terms and conditions for the use of such Third Party Interaction. AmazingDrivers may, at its sole discretion, with or without notice and at any time, disable any Third Party Interaction. AmazingDrivers cannot be held liable or responsible for Third Party Interaction including the quality, contents, terms of use and availability. By using AmazingDrivers, users are bound by Google’s Terms of Service.

5. Limitation of Liability

End User expressly understands and agrees that AmazingDrivers is not liable for damages and/or losses resulting from: (i) the use or the inability to use the Services; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Services; (iii) statements or conduct of any third party on the Services. AmazingDrivers SHALL NEVER BE LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, THE RECRUITING OR NOT RECRUITING OF PARTICULAR INDIVIDUALS AND/OR LOSSES OF SUBSCRIBER AND/OR THIRD PARTIES. AmazingDrivers’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE FEES (CALCULATED PRO RATA) FOR THE CONTINUED PROVISION FOR SIX MONTHS OF ANY SAAS PROVIDED BY AmazingDrivers TO SUBSCRIBER UNDER THE AGREEMENT IMMEDIATELY PRIOR TO THE FIRST OCCURRENCE GIVING RISE TO SUBSCRIBER’S CLAIM(S) AGAINST AmazingDrivers (‘LIABILITY CAP’). THE LIABILITY CAP APPLIES TO: (I) ANY DAMAGES; (II) ALL CLAIMS IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. The limitations as set out in this article will not apply in so far as liability cannot be limited under applicable laws and regulations, such as in the case of deliberate recklessness, fraud, or malintent of AmazingDrivers. The limitations specified in this article will apply even if any limited remedy specified in the Agreement is found to have failed of its essential purpose. Any limitations agreed upon under this article will also apply to the liability of AmazingDrivers’s directors, officers, employees, contractors, agents and members.

6. Indemnification

End User agrees to indemnify and hold harmless AmazingDrivers, its contractors, and licensors, and their respective directors, officers, employees, members, shareholders and agents from and against any and all third party claims, liabilities, losses, actions, causes of action, demands, reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, arising out of: (i) infringement of any intellectual property rights by End User Content or End User Data, or (ii) the use of Third Party Interaction by End User. AmazingDrivers agrees to indemnify and hold harmless End User and End User’s contractors, directors, officers, employees, members, shareholders and agents from and against any and all third party claims liabilities, losses, actions, causes of action, demands, reasonable costs and expenses, including but not limited to reasonable attorneys’ fees, arising out of infringement of any intellectual property by the Services of AmazingDrivers. Any indemnification by AmazingDrivers or End user under this article (‘Indemnifying Party’) is subject to (i) the other Party’s (‘Indemnified Party’) prompt notification of such claim, (ii) Indemnifying Party’s right to take sole conduct of the claim, (iii) no settlement may be entered into by the Indemnifying Party, without the express written consent of the Indemnified Party (such consent is not to be unreasonably withheld), and (iv) Indemnified Party’s obligation to provide reasonable cooperation to Indemnifying Party’s defense of the claim. The terms and conditions specified in this article will survive termination or expiration of the Agreement.

7. Modification of Services

AmazingDrivers reserves the right to make changes to the Services at any time in an effort to improve the Services in part or as a whole. If a change may have significant negative consequences for Subscriber’s existing use of the Services , the change will be announced if possible. Changes in relation to any Distribution Channels for Job Advertisements can be made at any time, with no prior announcement and at AmazingDrivers’s convenience.

8. Payments, Renewals, Refunds and Subscription Changes

8.1 Trials Use of a Subscription is free during Subscriber’s free trial period, unless the Parties agree otherwise or the Subscriber enters into a paid Subscription.

8.2 Payments A valid credit card is required for paying fees, unless explicitly agreed otherwise or other payment methods are explicitly offered by AmazingDrivers for specific fees. AmazingDrivers may automatically charge fees for Services to credit cards entered into AmazingDrivers’s SaaS. All fees for a Subscription can be fully charged and are due 30 (thirty) calendar days in advance of each Subscription Term, unless specified otherwise by AmazingDrivers in the Agreement. AmazingDrivers may suspend Subscriptions if any fees for a Subscription are overdue. Fees for all Services other than Subscriptions are immediately charged and due when the order is completed.

8.3 Duration and Renewal Subscriptions are by default entered into for monthly or yearly Subscription Terms and renewed for the duration of the previous Subscription Term, unless explicitly specified otherwise in the Agreement. If the previous Subscription Term is more than 1 (one) year then the renewal Subscription Term will be 1 (one) year, unless explicitly specified otherwise in the Agreement. Subscriptions will be automatically renewed, unless a Party gives a Non-Renewal Notice 30 (thirty) calendar days in advance or a Business Day in advance in case of a Subscription with a monthly Subscription Term. A Non-Renewal Notice given by Subscriber will not affect renewals that have already been committed to by Subscriber. Any calculation of fees for renewals of Subscriptions will be based on fees excluding discounts.

8.4 Taxes and Currencies All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Subscriber shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes on the income of AmazingDrivers. All fees are in United States dollars (‘USD’)

9. Termination and Suspension

9.1 General Termination of Services, and thereby also the Agreement in so far as it is connected to such Services, can take place in multiple ways. Subscriber can terminate the Services at any time at its convenience with immediate effect by notifying AmazingDrivers. In case of such a termination (without prejudice to other terminations such as for breach): Subscriber will not be compensated for any damages arising out of the termination nor will any fees be refunded or credited and any fees for Subscription Terms (including renewals) that have been committed to will be due immediately (if not already). AmazingDrivers, in its sole discretion, has the right to at any time and without prior notice suspend or terminate Subscriber’s Services and refuse any and all current or future use of the Services in case of a breach of the Agreement. Each Party may immediately terminate the Agreement if the other Party has been granted provisional suspension of payment or is declared bankrupt.

9.2 Data Export and Deletion of Data In case of termination of Services the Subscriber may download or request Subscriber Content held by AmazingDrivers as part of the terminated Services. However, in case of termination of the Services by AmazingDrivers due to Subscriber’s breach of the Terms, Subscriber’s access to Subscriber Content is forfeited. AmazingDrivers may delete all Subscriber Content held by AmazingDrivers as part of terminated Services 30 (thirty) calendar days after termination.

9.3 Legal Restrictions and Sanctions AmazingDrivers may at any time, without prior notice, terminate the Services if AmazingDrivers is prohibited from providing the Services to Subscriber by a) the laws and regulations applicable to AmazingDrivers or b) any of AmazingDrivers’s business partners or service providers due to governmental economic sanctions against any country or state.

10. Intellectual Property and Content

10.1 IP-rights and Licenses As between AmazingDrivers and Subscriber, Subscriber will be the owner of all intellectual property rights to Subscriber Content. No intellectual property rights will be transferred in the context of this Agreement. All licenses granted to Subscriber in the context of this Agreement are worldwide, non-exclusive and limited in line with the limitations of the Services. No license for intellectual property rights is granted by AmazingDrivers where this is not necessary for the legitimate use of the Services by Subscriber. Any licenses provided by AmazingDrivers under this Agreement will end when this Agreement or the respective Services are terminated. The Subscriber grants AmazingDrivers a license to use Subscriber Content for the purpose of the provisioning of the Services and to improve the Services. Use of Subscriber Content by AmazingDrivers to improve the Services will only be done after AmazingDrivers has created a copy of Subscriber Content that has undergone a process of anonymizing, aggregating and/or diminishing to a point that it can no longer reasonably be considered confidential information nor personal data.

10.2 Restricted Content Subscriber agrees that it will not use the Services to process or store any content that (a) infringes, violates or otherwise interferes with any copyright or trademark of AmazingDrivers or a third party, (b) is libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, offensive or otherwise violates any law or right of any third party, (c) contains a virus, trojan horse, worm, time bomb or other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information. If requested by AmazingDrivers the Subscriber warrants that it will remove any Subscriber Content that is in violation of this article or the Agreement promptly after notification of the Subscriber by AmazingDrivers. AmazingDrivers reserves the right to remove any Subscriber Content from the Services that it, in its sole discretion, considers to be in breach of this article or the Agreement. All resume documents uploaded to Subscriber’s Company Account(s) by Subscriber, an End-User, Candidate or an applicant, may be retrieved by Subscriber through the user interface of the SaaS, unless the resume documents were removed by the Subscriber.

10.3 Confidentiality AmazingDrivers will make commercially reasonable efforts to respect the confidentiality of End User Content that is disclosed to AmazingDrivers exclusively through the SaaS, if the SaaS, as it was designed and intended, prevents the disclosure of such End User Content to third parties. For example, confidentiality is required in principle in relation to Candidate data, but not required in relation to content published by the End User on a public website as part of the Services (hereinafter: ‘Careers Site’). Subscriber will use the SaaS in line with best security practices. Such practices include maintaining the confidentiality of any login or access credentials.

11. Privacy

11.1 Privacy Policy Subscriber and End-User will regularly check AmazingDrivers’s privacy policy, which governs the use of personal data on the Site and in connection with the Service, and to which Subscriber and End-User to be bound as a condition of these Terms and use of the Site and Services. Changes regarding privacy will be communicated to End-Users through AmazingDrivers’s privacy policy.