Terms of Service Agreement

This Terms of Service Agreement ("Agreement") is entered into by Hirize ("Provider") and the purchasing entity ("Customer"). This Agreement becomes effective when the Customer signifies acceptance by either (1) clicking an "I Agree" button, or (2) completing the Provider’s checkout process, which may include transactions facilitated by Stripe or other similar mechanisms. By expressing acceptance in either of these ways, the Customer agrees to be bound by the terms of this Agreement.

Definitions:

"Provider" refers to Hirize Inc., the entity providing Hirize API services.
"Customer" refers to the entity receiving and utilizing the Hirize API services.
"Hirize API Services" refers to the document parsing and matching services for recruitment purposes provided by the Provider.
"Uptime" refers to the period during which the Hirize API Services are operational and accessible.
"Maintenance" includes routine and non-routine actions taken to update, upgrade, or repair the Hirize API Services.
"Confidential Information" includes any proprietary data, trade secrets, and other sensitive information of either party disclosed during the term of this Agreement.
"Intellectual Property Rights" refers to all patents, copyrights, trademarks, trade secrets, and other intellectual property rights associated with the Hirize API Services.

Deprecation Policy: The Provider aims to limit major API changes to no more than once annually. However, if the Recipient fails to update to the latest Service version, they forfeit support and all standard warranties from the Provider. In instances where a significant API modification occurs, the Provider will strive to offer a transition period, maintaining the older API version temporarily. Minor updates, such as adding new methods, optional parameters, or enhancing outputs, are not considered major changes.

For older API versions that have been replaced for over a year (365 days), the Provider may increase transaction fees (credits per API call). Recipients will be notified via email at least 180 days in advance about such fee changes, including specific details on the new costs and their effective date.

Augmentation Policy: The Provider may periodically introduce new applications, tools, features, or functionalities within the Services, and may also expand the scope of "Services" by adding new offerings and updated on www.hirize.hr. The availability and use of these new additions may require the Recipient’s acceptance of additional terms and conditions. By choosing to use any newly introduced applications, tools, features, functionalities, or services, the Recipient is understood to have acknowledged and consented to these supplementary terms as outlined by the Provider.

1. Services Provided:

The Provider agrees to supply the Hirize API services for document parsing and matching in recruitment. This includes:

Resume Parsing: Automated extraction of key details from resumes, such as contact information, work history, education, skills, and certifications.
Job Description Parsing: Ability to analyze and extract essential elements from job descriptions, including job titles, required qualifications, desired skills, and responsibilities.
Candidate Matching: Advanced algorithms to match candidates with job openings based on skills, experience, education, and other relevant criteria, all in accordance with the technical documentation provided.

2. Pricing and Payment Terms:

Payment Terms: Payments are due within 30 days from the date of invoice receipt. Late payments may incur additional charges, such as late payment fees or interest rates, as detailed in the specific offer at the time of checkout.

Subscription Offers: Monthly Offer: The price and specific details of this offer, including the range of services, number of API calls, and level of support, will be as outlined in the current offer available at checkout. The total amount is payable within [number] days of invoice receipt. Late payments may incur additional fees or interest rates as specified at the time of purchase.

Annual Offer: The annual offer includes the price and benefits as specified at the time of checkout, which may include additional features or discounts compared to the monthly offer. Payment terms and late payment penalties are the same as those for the monthly offer.

3. Credits

Payment and Expiration: The Recipient agrees to prepay for a specific number of Credits for the Services, which will have either a monthly or annual expiration as outlined in invoices or order forms. The Provider is not obligated to refund or restore any unused or expired Credits, though it reserves the right to do so at its discretion. In certain cases, the Provider may allow transactions to continue briefly after Credits have expired or been depleted.
Additional Credit Purchases: There is no obligation for either the Provider or the Recipient to buy or sell additional Credits. However, the Recipient can request more Credits, and if the Provider agrees, these additional Credits will be subject to the current terms of this Agreement. The details regarding the quantity, price, and expiration of these additional Credits will be mutually agreed upon in writing, typically via email. Terms in any Purchase Order or other documents from the Recipient are not considered binding unless explicitly accepted by the Provider.
Taxes: The Recipient is responsible for any applicable taxes related to the purchases, including duties, customs fees, VAT, and other taxes (excluding the Provider’s income tax). The Recipient must pay the full amount without tax deductions. If the Provider is required to collect or pay taxes, these will be billed to the Recipient, unless a valid tax exemption certificate is provided. If local laws mandate tax withholding on payments to the Provider, the Recipient must supply the necessary tax documentation. In such cases, the gross amount payable will be increased to cover the local taxes, ensuring the Provider receives the net amount after tax withholding. The Recipient is also responsible for any tax-related penalties or fines due to misdeclarations.

4. Service Availability

The Provider guarantees a 99% uptime, excluding planned maintenance. Uptime is measured monthly, and failure to meet this level results in extra credits based on the following compensation policy framework:

Compensation Policy:

The Service is hosted on Amazon Web Services (AWS) and will be available 100% of the time, contingent on AWS and sub-vendors operating correctly. To date, there has been no downtime due to service maintenance. In the event of necessary maintenance, the Provider will endeavor to inform all account owners via email about the scheduled maintenance timing and its purpose.

If a User experiences less than the promised availability in a month and can convincingly demonstrate that it's due to a Service fault (a "Service Failure"), the Provider will offer "Extra Credits" based on the following scale:

Availability from 99.9% to less than 100%: 5% Extra Credits.

Availability from 99.8% to less than 99.9%: 10% Extra Credits.

Availability from 99.7% to less than 99.8%: 15% Extra Credits.

Availability below 99.7%: 20% Extra Credits.

Users have the right to cancel the Service and receive a proportional refund if either:
(a) more than one Service Failure occurs within any 3-month period, or (b) the Service's monthly Availability falls below 99.6%.

5. Maintenance and Updates:

The Provider will give a minimum of one (1) month's notice for non-routine maintenance, updates, or upgrades that materially impair functionality, except in emergency security or critical functionality situations. Efforts to restore functionality will be prompt and in accordance with industry standards.

6. Support:

Support for the Service is differentiated based on the subscription plan:

For Monthly Subscribers: Support is available five days a week (excluding weekends) with a guaranteed response within 24 hours via email for all non-critical issues, such as errors or general inquiries.
For Yearly Subscribers: Support includes both email and video call options and is available five days a week (excluding weekends) with a 24-hour response time for non-critical issues.

24/7 Critical Support: In the event of major errors or system failures, all subscribers, regardless of their subscription plan, have access to 24/7 support to address these critical issues promptly.

The support team can be reached through designated contact channels, and users will have access to necessary resources and assistance as part of their support service.

7. Data Protection and Hosting:

Data hosting for the Service is located in the United States, utilizing secure cloud servers. The Provider adheres to both United States data protection regulations and the General Data Protection Regulation (GDPR) of the European Union. This dual compliance ensures the confidentiality, integrity, and availability of Customer data, upholding stringent standards for data protection and privacy. The Provider is committed to protecting Customer data and maintaining robust data security protocols.

8. Force Majeure:

Neither party shall be liable for any delay or failure to perform due to unforeseen circumstances or causes beyond their control, such as natural disasters, war, or government restrictions.

9. Confidentiality:

Definition of Confidential Information: Both parties acknowledge that during the course of this Agreement, they may be exposed to or acquire information that is confidential and proprietary to either party. This includes, but is not limited to, business strategies, customer lists, trade secrets, technical information, and other materials not publicly known.
Obligation of Confidentiality: Each party agrees to maintain the confidentiality of such information and not to disclose it to any third party without the other party's prior written consent. The information will be used exclusively for the purpose of fulfilling obligations under this Agreement.
Exclusions: The confidentiality obligation does not apply to information that is already public knowledge, independently developed without accessing the confidential information, or rightfully obtained from other sources.

10. Intellectual Property Rights and Indemnity:

Intellectual Property Ownership: The Provider asserts that the Hirize API, including all related software, documentation, and content, is an original creation and is the sole property of the Provider. The Provider holds all necessary intellectual property rights for the Hirize API. The Customer acknowledges that any and all intellectual property rights associated with the Hirize API are and shall remain the property of the Provider.
Indemnification by the Provider: The Provider agrees to indemnify, defend, and hold harmless the Customer from and against any and all claims, liabilities, damages, costs, and expenses, including reasonable attorneys' fees, arising out of any claim that the Hirize API infringes upon the intellectual property rights of a third party. This indemnification covers any direct legal claims regarding patent, copyright, trademark, or trade secret infringement.
Condition for Indemnification: The Provider’s obligation to indemnify is conditional upon the Customer (i) promptly notifying the Provider in writing of any such claim of infringement, (ii) allowing the Provider to have sole control of the defense and settlement of the claim, and (iii) providing reasonable cooperation (at the Provider’s expense) in the defense of such claim.
Remedy for Infringement Claims: In the event of an infringement claim, or if the Provider believes an infringement claim is likely, the Provider may, at its sole discretion and expense, (i) modify the Hirize API to make it non-infringing, (ii) obtain for the Customer the right to continue using the Hirize API, or (iii) if neither of the foregoing remedies is reasonably available, terminate the Customer’s rights to use the Hirize API with a refund of any pre-paid fees.

11. Disclaimer and Limitation of Liability:

Disclaimer of Warranties: The Provider provides the Hirize API and its services "as is" and disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. The Provider does not guarantee that the Hirize API will be error-free or operate without interruption.
Limitation of Liability for Direct Damages: The Provider’s liability for direct damages arising out of or in connection with this Agreement or the use of the Hirize API is strictly limited to the total amount paid by the Customer to the Provider in the last 12 months preceding the claim. This limitation applies regardless of the cause of action or the basis of the claim, whether in contract, tort (including negligence), or any other legal theory.
Exclusion of Indirect Damages: Under no circumstances shall the Provider be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, even if the Provider has been advised of the possibility of such damages. This exclusion applies regardless of the nature of the claim, whether in contract, tort (including negligence), or any other legal theory.
Applicability of Limitations and Exclusions: The limitations and exclusions of liability in this clause apply to the fullest extent permitted by applicable law and shall survive any termination or expiration of this Agreement.
Essential Basis of the Agreement: The parties acknowledge that the limitations and exclusions of liability and disclaimers of warranties specified in this Agreement form an essential basis of the bargain between the parties, without which the Provider would not have provided the Hirize API or entered into this Agreement.

11. Term & Termination:

This Agreement becomes effective from the date the Customer signifies acceptance by either:

Clicking an "I Agree" button.
Completing the Provider’s checkout process, which may include transactions facilitated by Stripe.

Upon expressing acceptance through either of these methods, the Agreement is considered in force and continues under the following terms:

Monthly, automatically renewing unless terminated by either party with at least 30 days' written notice.
Yearly, with automatic renewal unless terminated by either party with at least 30 days' written notice.

Term: This Agreement is effective as long as the Recipient has unused, unexpired Credits for the Services. The term is automatically extended with each purchase of additional Credits, where each purchase constitutes a new Term that includes an additional 21 days beyond the last Credit’s expiration date.
Termination for Cause: The Provider reserves the right to terminate this Agreement for material breaches, including but not limited to violations of the Acceptable Use Policy (AUP). Termination will be effective immediately upon sending written notice to the Recipient at their last known email address. Material breaches may include failure to comply with the terms of the Agreement, misuse of the Services, or any illegal activities using the Service.
Effects of Termination: Upon termination of this Agreement, certain obligations and rights will persist, including:
(i) The Recipient’s obligation to pay for Services rendered prior to termination.
(ii) The survival of specified sections of this Agreement (such as Intellectual Property Rights, Confidentiality, Disclaimer and Limitation of Liability, etc.) which are necessary to resolve any ongoing obligations or to enforce any rights that have accrued.
(iii) Any other provisions of the Agreement that, by their nature, should continue to apply even after termination.

12. Partnership and Use of Name:

Recognition of the Customer: The Provider recognizes the Customer as a valued partner. This collaboration underscores the mutual benefits derived from the relationship.
Use in Marketing and Online Content: The Provider may use the Customer's name and logo in online content, and other similar promotional activities such as case studies to illustrate the partnership and the effective use of its services.
Use in Advertising: For use in advertisements, or marketing campaigns the Provider will obtain the Customer's express written consent. This ensures that the Customer’s brand is represented in a way that aligns with their marketing and branding strategies.
Commitment to Brand Integrity: The Provider is committed to maintaining the integrity of the Customer's brand in all uses and will adhere to any brand guidelines provided by the Customer.

13. Amendments:

Amendments to this Agreement must be in writing and mutually agreed upon by both the Provider and the Customer. Any proposed changes must be documented and signed by authorized representatives of both parties. This process ensures clarity and mutual consent for any adjustments to the terms. Oral modifications are not recognized, and, except for the amended parts, the original Agreement remains effective.

14. Governing Law:

These Terms and any disputes arising from or related to this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. This applies without regard to principles of conflict of laws. All disputes related to this Agreement will be resolved exclusively in the state or federal courts located in Delaware, and both parties consent to the jurisdiction of these courts.

IN WITNESS WHEREOF, the parties to this Agreement have caused it to be duly executed as of the date the Customer signifies acceptance by either clicking the "I Agree" button or completing the Provider’s checkout process. This date shall be considered the effective date of this Agreement.