GENERAL PROVISIONS

1. The present terms describe the conditions of use of jobRely online automated platform for search for potential employees, which is administered by Talents2Rise LTD.

2. The following capitalised terms shall have the following meanings:

   1. Terms mean the present terms with all the additions and amendments thereto.

   2. jobRely or We means Talents2Rise LTD, a company incorporated in England and Wales under number 15352976 whose registered office is at 128, City Road, London, EC1V 2NX, United Kingdom.

   3. Platform means jobRely online automated engine for search for potential employees and other persons, provided to Customers as a service, including a mobile app. The platform is available at http://saas.jobrely.com/.

   4. Website means a website which is available at https://jobRely.com/.

   5. Customer means an organisation that uses the Platform and Services provided by jobRely.

   6. User means any natural person using the Platform who acts on behalf of the Customer and uses the functionality of the Platform for the benefit of the Customer in accordance with these Terms.

   7. Candidate means a person who, according to the Project Brief submitted by the Customer, is being looked for by jobRely when providing the Search Services.

   8. Services include all and any actions that the User may perform on the Website by logging in to the Platform, as well as actions performed by jobRely in relation to the ordered Services for the Customer, including but not limited to the customer’s own search for potential employees or other persons (hereinafter referred to as the Persons) or the search for Employees carried out by jobRely using the databases of jobRely and third parties, preparation and automated sending of messages to them, contacting and communication with Potential Employees, scheduling and organisation of meetings with them, additional services, etc. The Services are divided into three types:

      1. System Services means the provision of access to the Platform, which is provided as a service, and the possibility for the Customer to use its functionalities. A detailed description and price of the System Services are provided on the Website.

      2. Search Services mean the Services provided to the Customer by jobRely, including, but not limited to, searching for Employees, sending messages to them, planning, organising meetings with them, and so on, in accordance with the Project Brief provided by the Customer. Detailed descriptions and price lists of the Search Services are provided on the Website.

      3. Additional Services mean additional Services provided by jobRely that do not fall under the category of the Services defined in Clauses 1.2.8.1 and 1.2.8.2. and have separate pricing. Detailed descriptions and price lists of the Additional Services are provided on the Website.

   9. Project means a Candidate Search Project created on the Platform by the Customer, for which the Customer creates a unique name (for example, the job position of a Person sought). Upon creating a Project, a separate control panel shall be created for it, where one may track the progress of the Project, organise the search for Persons, communicate with Persons and change the Project settings. A separate Project shall be created for the search of each new Person. The User shall be able to create Projects at any time and the number of Projects to be created shall be unlimited.

   10. Project Brief; upon the Customer’s selection of the Search Services provided by jobRely, a request is submitted in a specific Project, in which the Customer specifies the detailed criteria for Employee Selection/Search and in which the Employee search brief assigned to jobRely is specified. A separate Project Brief is created for each Project for which jobRely provides Search Services.

   11. jobRely and the Customer are collectively referred to as the Parties in the present Terms.

3. The Terms must be followed by each User of the Platform, regardless of the type of Services he/she is using. By agreeing to these Terms, the User, as the Customer’s representative, represents and warrants that he/she has the right, authority and ability to agree to these Terms on behalf of the Customer. Hereinafter, where appropriate with respect to the context and logic, a reference to the “User” will include both Customer and User (s) acting on their behalf.

4. In addition to these Terms, the provisions of legal acts of the Republic of Lithuania, special conditions and terms provided on the Website, the provisions of agreements concluded between the User (the organisation represented by him) and jobRely, if any, shall apply to regulate the relations between the Parties.

5. If any provision of these Terms is contrary to law or becomes invalid in whole or in part for any reason, it shall not invalidate the remaining provisions of the Terms. Such a provision will be separated from the remaining Terms, which will continue in full force and effect to the fullest extent permitted by the legal acts.

6. The use of the Platform within the meaning of these Terms includes the performance of all and any actions upon the User’s access to the Platform using an Internet connection.

7. The Customer selects the exact scope of the Services provided to the Customer by ordering specific Services in accordance with the instructions provided on the Platform. The general prices of the Services are indicated on the Website, in the price lists published on it and/or in the information notices displayed before the selection of specific Services, as well as the prices of certain Services may be discussed by the Parties individually. Hereinafter, in these Terms, a reference to the “Services” will include all the Services provided through the Platform, including the System Services, Search Services and Additional Services.

8. By using the Platform, the Website and the Services, the User confirms that it is familiar with these Terms, agrees to them and undertakes to comply with them. If the User does not agree to the conditions of the Terms or does not understand them, he shall not be allowed to use the Services provided by jobRely.

GENERAL CONDITIONS OF PROVISION OF THE SERVICES

1. The Platform provides Customers with an automated engine for search of potential employees and other persons, and provides the Services according to the selected subscription plan. The Customer may  use the Platform on his own (using the System services) or request relevant Services to be provided and executed by jobRely.

2. In order for the Services to be provided to the Customer, the Customer must subscribe to the Platform. The User, acting on behalf of the Customer and following the registration instructions provided on the Website, shall provide the requested data, confirm his/her registration and choose the relevant subscription plan.

3. In order to use the Platform and its functionalities, the User must link his LinkedIn account with the Platform using jobRely Talent Source extension available on Google Chrome store.
   
   jobRely doesn't require the user to provide his/her LinkedIn credentials.
   
   The Platform shall retrieve only those LinkedIn messages that are written by the Persons who are approved on the jobRely project.
   

4. Each User shall be responsible for the proper use of the Platform account, safekeeping of the provided login data and shall be required to immediately notify jobRely if the login data of itself or other Users assigned to its account is lost or misused. At the request of the Customer, We undertake to immediately prohibit the access. Such a request must be made to us in writing.

5. Should the User provide incorrect, incomplete or inaccurate data, jobRely shall be entitled to apply all or any of the following measures immediately and without notifying the User: (i) refuse registration of the User on the Website; (ii) cancel the User’s registration; (iii) restrict or suspend the provision of all or part of the Services to the User; (iv) delete any User data processed by jobRely.

6. A separate Project shall be created for each new Candidate search. When using subscription plans that include Services performed by jobRely, the Customer shall provide a Project Brief following the instructions provided in the Platform.

7. Upon receipt of the Project Brief, We shall provide the Customer with the Services that are included in his/her subscription plan.

8. If the customer's chosen subscription plan includes candidate engagement service provided by jobRely, it is recommended that all the communication with Candidates takes place only on the jobRely Platform rather than in the Customer’s LinkedIn account directly. Communication with Persons on the Platform shall not take place in real-time, there shall be a slight deviation from the actual sending/receiving time.
   

9. Although We make every effort to ensure that the provision of the Services does not exceed the daily activity limit of the Customer’s LinkedIn account, We cannot predict and control the actions of LinkedIn administrators, and jobRely assumes no liability if, for any reasons, including the ones related to the provision of the Services, the functioning of the Customer’s LinkedIn account is suspended, blocked or normal functionality of the Customer’s LinkedIn account is otherwise restricted, as well as if Persons make any claims regarding communication with them. The Customer acknowledges that it has acquainted itself with the LinkedIn's Terms and Conditions and that it will have no claims against Us in the event of a disruption to the normal functioning of its LinkedIn account.

10. We are committed to providing quality Services, creating all conditions for quality logging in to the Platform and use of the Platform’s Services, as well as providing quality Search Services and Additional Services; however, We do not guarantee in any way that Our selected Employees would always meet the Customer’s needs, have appropriate qualifications, or that they are guaranteed to provide the Customer with certain benefits.

11. By signing any type of legally binding agreement with any Person, including Candidates selected by jobRely, the Customer shall assume full responsibility for its own choice. We make no warranties as to the person’s legal capacity, creditworthiness and/or competence, its integrity and suitability for the purpose the Person has been selected for.

12. The Customer shall itself decide on providing the Platform login data to the Users. We assume no liability for the actions of the Users to whom the Customer has provided the Platform login data, the contents of their communication carried out via the Platform.

SERVICES AND PAYMENT FOR THEM

1. Any new user is entitled to a free trial of the Platform for 14 days. During this period, a user may explore all functionalities of the platform without any restrictions. To make sure that the trial brings the best results possible, jobRely is available to provide free services for a user during the free trial period. The scope of such services is agreed between the user and jobRely before the free trial.
   

2. Should the Customer decide that the results of the free trial are satisfactory and it is willing to continue using the jobRely platform, it must choose a relevant subscription plan as indicated on https://jobrely.com/pricing.

3. Invoices shall be sent to the Customers to the e-mail specified when registering in the Platform. Paper invoices shall not be prepared. Payments shall be made by the Customers by bank transfer or using a payment system offered by jobRely.

4. jobRely shall be entitled to unilaterally change the amount of the fee and the payment procedure for any Services at any time. The Customers shall be informed about the new rates by publishing them on the Website or by sending updated rates to the Customer via the e-mail specified when registering. We warrant that in the event of a change in the prices of the Services, the Projects that are in progress will be continued at the price valid at the time of approval of the Project.

5. We shall be entitled to unilaterally restrict or suspend the provision of Services to the Customer should it violate the Terms or other agreements concluded between the Parties. If the provision of the Services is restricted or suspended due to the fact that the Customer (a User acting on its behalf) has violated the provisions of these Terms, the fee for the Services that have not been provided will not be refunded, nor will the Customer be refunded or reimbursed for extension of the Services or provision of new Services.

INTELLECTUAL PROPERTY RIGHTS

1. The Parties expressly agree that all the intellectual property rights in the Platform software, as well as all updates, changes, enhancements, additions, fixes and new versions thereof, belong to jobRely and these rights shall not be assigned or granted to the Customer.

2. The Parties agree that all rights to any improvements to the Platform software created by Customer during the use of the Services (such as changes to the jobRely software or the Services based on Customer’s suggestions or comments) shall belong to jobRely.

3. The User shall not be entitled to make any changes, modifications to the Platform software code or other components, apply reverse engineering or perform any other actions that could affect the operation or integrity of the Platform software. The User undertakes not to use the knowledge gained using the Platform directly or indirectly in the development of systems whose operation and functions are analogous to the operation of the Platform software.

4. The use of the Platform does not allow the User to directly or indirectly register any rights to the Platform system software in any territory on behalf or for the benefit of the User. Any registration of rights to the Platform software on behalf of or for the benefit of the User will be considered a material breach of these Terms, and We will have the right to immediately re-register all such rights on our own behalf or on behalf of another person. In this case, the User undertakes to sign all documents necessary for the exercise of such right and to reimburse all the related costs.

5. All the intellectual property rights in the Website and its content, including copyrights, intellectual property rights, know-how, trade and industrial secrets, belong to jobRely or jobRely lawfully enjoys the rights granted by third parties. All rights to the Website, the Platform and the works on it are reserved. No content or other information on the Website or the Platform may be reproduced, made available to the public or distributed without Our prior written consent.

6. All trademarks appearing on the Website are the property of or lawfully used by jobRely, except for the trademarks uploaded to the Website by the Users.

7. The Customer confirms that jobRely is entitled to indicate – for information and marketing purposes, in the Website and other means of communication – the fact that the Customer is using the Services (jobRely may use the Customer’s name, logo or trademark for this purpose).

RIGHTS AND OBLIGATIONS OF THE PARTIES

1. The User undertakes:

   1. Not to post, store, archive or send information when using the Website and the Platform that is defamatory, degrading, threatening, that reveals any commercial secrets of jobRely or any third party, infringe intellectual property rights, as well as any other information that is prohibited or restricted by laws or other legal acts;

   2. No to take any action on the Website and the Platform and not to post any information that may be used for sending unsolicited e-mails (spamming), computer viruses, malware or other information that may harm computer hardware and may adversely affect computer networks or individual network devices, aimed at saving, using or distributing illegal software.

2. We shall be entitled to:

   1. Change the technical specifications and functionalities of the Platform software, if the User uses more resources than usual or the User’s actions harm other users of the Platform, as well as if the use of the Platform does not comply with the conditions of the Terms. We shall unilaterally determine whether the User’s actions are harming other users of the Platform.

   2. Suspend access to the Platform granted to the User if the Customer uses more resources than usual, the User’s actions harm other users of the Platform or the use of the Platform software does not comply with the conditions of the Terms.

3. The Platform software updates and improvements shall be performed at Our discretion, as deemed necessary, as well as at a time of Our choice. As they are performed centrally for all users of the Platform, it is not possible to require that the Platform software would not be updated in respect of a specific Customer.

FUNCTIONING OF THE PLATFORM

1. We aim to achieve accessibility of the Platform 99% of the time. Nevertheless, the User understands and confirms that the Services are provided "as is" and We make no warranties as to the quality of the Platform’s operation, uninterrupted operation, absence of interruptions or errors. We shall not be held liable for:

   1. Temporary and/or permanent downtime and/or malfunction, temporary unavailability of the Platform, provided it was caused by objective reasons;

   2. No to take any action on the Website and the Platform and not to post any information that may be useLoss of or damage to the Customer’s or User’s data, unless this occurred due to Our fault or gross negligence;d for sending unsolicited e-mails (spamming), computer viruses, malware or other information that may harm computer hardware and may adversely affect computer networks or individual network devices, aimed at saving, using or distributing illegal software.

   3. Storage of information and data – transferred by the user to the jobRely server while using the Platform – upon termination of the use of the Platform.

PERSONAL DATA

1. jobRely shall be acting as the controller of the personal data in relation to the data provided by the User during registration.

2. When providing the Services, jobRely shall be acting as a processor of personal data acting on behalf of the Customer and shall process and store personal data controlled by the Customer only as long as the Services are provided. Provisions related to the protection and processing of the personal data being processed are set out in the jobRely Privacy Policy which is published on the Website.

3. The Customer undertakes to ensure that the processing of personal data controlled by the Customer, which is necessary for the purposes of using the Platform, does not infringe the rightsand legitimate interests of data subjects or other third parties. Accordingly, the Customer shall bear all the associated risks.

EXCHANGE OF INFORMATION

1. jobRely shall send notices and otherwise keep in touch via the e-mail address or telephone number, provided in the form of the Customer’s registration in the Platform, or in any other way the Customer and the Users assigned to it can be reached.

2. The Users shall send all notices and questions and otherwise contact through Our contacts:
   ‍
   by e-mail to info@jobrely.com;
   ‍
   Using the chat feature on the Website.
   

3. The Parties agree that the presence of a copy of an e-mail or other message addressed to the Customer and/or the User on Our server (database or other device storing the relevant information) shall be an appropriate proof of the sending of any information.

AMENDMENT OF THE TERMS

1. As the Platform is constantly improving and evolving to ensure a more convenient and safer use of the Platform, We reserve the right to amend the Terms unilaterally.

2. jobRely will notify the User of any amendments to the Terms by publishing them on the Website.
   

3. Amendments to the Terms will take effect upon their publication on the Website.

4. By continuing the use of the Platform or the Website, including but not limited to extending the Services, ordering new Services after the taking effect of amendments to the Terms, the User acknowledges that he has acquainted itself with such amendments and fully agrees to them.

5. The Services ordered before the amendment of the Terms shall be provided in the order and within the terms established in the Terms in force at that time.

FINAL PROVISIONS

1. The Terms of Service are governed by the law of the United Kingdom.

2. The Customer is not entitled to transfer its rights and obligations arising from these Terms to third parties without the prior written consent of jobRely.
   

3. All disagreements between jobRely and the Customer regarding the implementation of these Terms shall be resolved through negotiations. If the parties fail to resolve the dispute through negotiations, within 30 (thirty) days from the initiation of negotiations, such dispute shall be finally settled in the courts in accordance with the laws of the Republic of Lithuania, determining jurisdiction according to jobRely’s registered office.

4. The Terms will enter into force from the moment the User confirms, on behalf of the Customer, that he agrees to them and shall be valid until jobRely will be providing the Services to the Customer .