Celect Terms of Service

I. PLATFORM AND OFFERINGS

This section provides an overview of the various user roles authorized to access and utilize our talent engagement and career services on our digital platforms, the conditions governing such access and utilization, alongside the process for initiating an account on our platforms.

IDENTIFICATION

The Celect Engagement Terms (the "Engagement Terms") establish a legally enforceable contract between you ("User" or "you") and ("Celect", "us", "we", "our"), overseeing your engagement with the talent engagement and career services solutions and services available on our digital hub, celect.ai (the "Platform").

The Platform categorizes Users into:

• Candidates: Individuals navigating the Platform via an account linked to a prospective job seeker or freelancer.
• Employers: Individuals exploring the Platform via an account connected to a prospective hiring entity, with possession of a domain-specific email address. For Employers, the terms "User" and "you" also encompass any hiring entity or organization you represent in accessing our talent engagement solutions and services on the Platform.

Usage of the Platform and its offerings is strictly off-limits for any third-party recruiters or agencies not recognized as Candidates or Employers.

DEFINITION

Through the Platform, Celect, alongside our selected partners, presents a diverse array of solutions and services designed to streamline the recruitment and employment process between Candidates and Employers, as detailed below (together referred to as the "Offerings"). Further specifics on each Offering are detailed in respective offering-specific terms ("Offering Terms") referenced below and are incorporated herein by reference:

• Offering | Offering Terms
• Source | Source Terms
• Jobs | Jobs Terms

Engaging with the Platform or any Offerings implies your acceptance of these Engagement Terms, any applicable Offering Terms, and our Privacy Policy accessible at privacy policy (together, the "Terms"). Should you disagree with any Terms, your recourse is to abstain from using the Platform or the Offerings.

ENGAGEMENT

To leverage the Offerings, creation of an account ("Account") and completion of a related User profile with accurate and current information is required. You commit to maintaining the confidentiality of your Account password and to promptly inform us of any unauthorized access. You bear responsibility for all activities conducted under your Account.

Employers have the option to delegate access permissions to other User accounts ("Delegated Users") for recruitment and/or candidate communication purposes. By assigning these permissions, you confirm that any Delegated User is authorized to act on your behalf, you accept financial responsibility for their actions under such permissions, including any legally binding contracts, and you will ensure their adherence to the Terms.

II. OWNERSHIP AND MANAGEMENT OF CONTENT

This section delves into the rights related to the access, utilization, and governance of content, data, and information made accessible on or via the Platform and the Offerings.

Terminology

Content: comprises texts, graphics, images, music, software, audio, video, information, or other materials posted, generated, provided, or made accessible through the Offerings.

User Content: refers to any Content that you or any User of your Account submits to be made accessible through the Offerings.

Content Ownership by Us: While we make no claims of ownership over User Content, we hold all rights, titles, and interests in the Offerings and Content, including intellectual property rights. You recognize that the Offerings and Content are safeguarded under copyright, trademark, and other legal statutes. You consent not to modify or conceal any copyright, trademark, or proprietary rights notices, acknowledging Celect's right to perform background checks or screenings at its discretion.

Rights in User Content Granted by You: By contributing User Content through the Offerings, you grant us a worldwide, royalty-free license to employ, adapt, and distribute your User Content in relation to operating, enhancing, and promoting the Offerings and Content to you and others.

Data Usage for Custom Models: In connection with the rights previously outlined, by using our Platform, you grant Celect a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) license to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit, and distribute your User Content, in any and all media or distribution methods (now known or later developed) for the purposes of (a) operating, providing, improving, and evolving our Platform and its Offerings, (b) developing new services and offerings, and (c) generating and deriving machine learning models and algorithms through data analysis ("Custom Models").

You acknowledge and agree that the input of your User Content for the development of Custom Models is essential for the enhancement of our Platform's functionality and efficiency. The resulting Custom Models and any associated intellectual property rights are the sole and exclusive property of Celect. This includes, but is not limited to, the right to sell, license, or otherwise commercialize any Custom Models, derivatives thereof, or insights derived from the processing of User Content.

Furthermore, while you retain ownership of your User Content, you understand that the use of our Platform and the submission of such content grants us the license as described herein, and that such licensing is without any compensation to you. You represent and warrant that you have all the rights necessary to grant us this license for the purpose of our use and the further development of Custom Models and our business operations, including the sale or transfer of Custom Models, aggregated data, or insights to third parties, without any infringement or violation of any third-party rights, including but not limited to privacy rights and intellectual property rights.

Celect commits to maintaining the confidentiality and security of your User Content in accordance with our Privacy Policy and applicable laws and regulations. However, you acknowledge that the anonymized, aggregated data derived from User Content may be used by Celect for business purposes, including the development and commercialization of Custom Models, without restriction.

By agreeing to these Terms, you expressly consent to the aforementioned use of your User Content and acknowledge that this consent is a fundamental part of the agreement between you and Celect, enabling us to provide you with our Platform and Offerings.

Your Accountability for User Content: You are solely accountable for your User Content, ensuring ownership or all necessary rights to grant us the license to your User Content under these Terms. Additionally, you guarantee your User Content does not infringe upon any third party's rights or violate any laws.

Content Removal: You may withdraw your User Content at any time, although some of your User Content may persist in the Offerings. We bear no liability for the removal or deletion failures of any User Content.

Content Control Rights: While not obligated, Celect may monitor, edit, or manage Content posted via the Platform and Offerings. Our non-action in this right does not grant you any claim against Celect. Content uploaded via the Offerings may be altered or erased at any time without prior notice.

III. PROMISES AND RESTRICTIONS

This section outlines the commitments and limitations you agree to for accessing and utilizing the Platform and the Offerings.

Our mission is to facilitate a seamless connection between Candidates and Employers to foster positive employment relationships. In pursuit of this mission, you agree to:

• Possess the legal authority to bind yourself and any entity you represent to these Terms.
• Be of legal age to form a binding contract or have parental or guardian consent if underage, having thoroughly reviewed the Engagement Terms, Offering Terms, and Privacy Policy.
• Use the Platform and Offerings lawfully, based on your residency, jurisdiction, or access location.
• Safeguard your login credentials.
• Disclose any third-party representations in connection to the Platform or Offerings.
• Regularly update your registration and Content for accuracy and completeness.
• Maintain professional conduct and integrity in all interactions associated with Celect, the Platform, and Offerings.
• Acknowledge that Celect does not guarantee the accuracy or reliability of any Content or communications posted on the Platform or Offerings.
• Recognize that the Offerings may feature advertisements for which you hold no claims against Celect.
• Engage with Candidates and Employers through the Offerings strictly for recruitment and hiring intentions.
• Abide by all relevant laws, regulations, and rules in your use of the Platform and the Offerings and in any resulting contractual relationships.

• Misrepresenting your identity or affiliations.
• Registering or using the Platform or Offerings if previously barred or removed by Celect.
• Reproducing Content without explicit permission or competing against Celect with the Platform or Offerings.
• Engaging in inappropriate conduct towards any User or third party, including posting fraudulent, deceptive, or inappropriate User Content.
• Interfering with the Platform or Offerings' security or integrity.
• Utilizing the Platform or Offerings to market competing services identified through Celect.

IV. PRIVACY AND SECRECY

This section discusses our information collection and usage policies, alongside your confidentiality obligations regarding the use of the Platform and the Offerings.

Celect prioritizes your privacy. Our Privacy Policy elucidates how we collect and utilize information through the Offerings. You commit not to disclose other Users' Content without their consent.

As a Candidate, you pledge to keep communications from Employers confidential, barring employment offers and terms.

As an Employer, you vow to maintain the confidentiality of Candidate information and only disclose it within your organization as necessary for hiring decisions.

You agree to safeguard Content obtained from the Platform against misuse or unauthorized disclosure.

V. WAIVER AND RESPONSIBILITY

This section details your agreement to relinquish claims against Celect and its affiliates for certain issues and to compensate us for costs or losses related to your use of the Platform and the Offerings.

Release: You irrevocably relinquish any claims you might have against Celect, its affiliates, and their respective directors, officers, employees, agents, and representatives (collectively, the "Celect Parties") pertaining to:

• The Platform, Offerings, or your engagement with Content, including reliance on the quality, accuracy, or reliability of job postings, profile information, or metrics available through the Platform or Offerings.
• Misstatements, inaccuracies, misrepresentations, or omissions in Content, and your reliance thereon.
• Contractual or other obligations arising from User communications or employment relationships, acknowledging that Celect is not a party to such relationships.
• Terms violations, including fraudulent, false, misleading, defamatory, obscene, invasive, or unlawful Content posted by other Users.
• Any third-party use of Content obtained from the Platform or Offerings, including misappropriation, infringement, or unlawful activities.
• Your inability to access or use the Platform, Offerings, or Content due to account suspension, termination, technical issues, or disruptions affecting the Platform or Offerings.

Accuracy of Data and Disclaimers: Celect and its affiliates take no responsibility for the accuracy, completeness, or reliability of any data provided on the platform, including User Content. We make no guarantees regarding the correctness or up-to-dateness of information presented. As such, you agree that your reliance on any data or information obtained through the platform is at your own risk.

Responsibility for Hiring Decisions: It is expressly understood that Celect provides a platform for engagement between Candidates and Employers but does not partake in any hiring decisions. You acknowledge that you are solely responsible for all hiring decisions and that Celect bears no liability for these decisions. By using our platform, you accept full responsibility for the outcomes of your hiring processes, including the selection of candidates and the terms of employment.

You bear full responsibility for your use of the Platform, Offerings, and for any Content you provide, including the consequences thereof, such as the use of your Content by other Users and third parties. Employers and Candidates assume all liability for the proper classification of Candidates as independent contractors or employees based on legal guidelines. Both parties acknowledge that Celect does not supervise, direct, control, set work conditions, provide training, equipment, labor, materials, supervision, or determine payment rates or methods for any work or services performed. Employers and Candidates are solely responsible for all tax filings and payments to any tax authority related to engagements resulting from their use of the Platform or Offerings.

You recognize that Celect is not involved in any dealings between Users, including relationships or transactions between Employers and Candidates. Users are solely responsible for verifying Content, determining the suitability of Candidates for jobs, assessing Employers' reputations, and negotiating and executing employment agreements.

Indemnity: You agree to defend, indemnify, and hold harmless the Celect Parties from any claims, damages, losses, liabilities, costs, and expenses arising from your or your Delegated Users' use of the Platform or Offerings, violation of the Terms, infringement of third-party rights, disputes with other Users, or negligence, willful misconduct, or fraud. You are liable for all Content uploaded, posted, emailed, transmitted, or disseminated using the Platform and Offerings.

VI. LIABILITY LIMITATION

This section restricts our liability regarding your engagement with the Platform and Offerings.

You acknowledge that Celect shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages related to the Platform, Offerings, or Content. The collective liability of Celect and its affiliates shall not exceed the greater of the fees you paid to Celect in the preceding twelve months or one hundred dollars ($100.00).

VII. WARRANTY DISCLAIMER

This section disclaims any warranties concerning the Platform, Offerings, and Content.

Celect disclaims all implied warranties and representations, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy of data, and non-infringement. The Platform, Offerings, and Content are provided "as is" and "as available," without any guarantees of security, uninterrupted operation, or error-free functionality.

VIII. RIGHTS OF THE COMPANY

This section delineates our rights concerning the ownership, alteration, and termination of the Platform and Offerings.

Ownership: All rights, titles, and interests in and to the Platform and Offerings remain exclusively with Celect and its licensors. You agree not to use Celect's name, trademarks, or other proprietary features without our express permission.

Rights to Modify the Offerings: Celect reserves the right to modify, suspend, or discontinue the Offerings or access to the Platform at any time without notice.

Rights to Terminate Access: Celect may terminate your access to the Platform and Offerings without notice for any violation of the Terms.

Rights to Refuse or Cancel Registration: Celect may refuse or cancel your Account at its discretion for any reason.

No Obligation to Compensate for Content: Celect is not obligated to compensate you for your activities on the Offerings or to feature your Content.

Marketing Consent: If you are an Employer, you consent to Celect using your name and logo in our customer listings and marketing materials for the purpose of promoting the Offerings.

IX. COPYRIGHT POLICY

This section outlines our policy on copyright infringement and the procedure for reporting and removing infringing or prohibited Content.

Celect respects the intellectual property rights of others and expects the same from our Users. We will respond to claims of copyright infringement in compliance with applicable laws. If you believe your copyrighted work has been reproduced on the Platform or Offerings without authorization, please notify us with the necessary information as outlined in the DMCA. We reserve the right to remove content alleged to be infringing and to terminate accounts of repeat infringers.

X. DURATION AND CESSATION

This section discusses the duration of the Terms and the conditions under which they may be terminated.

The Terms remain effective while you engage with the Platform or Offerings. You may terminate the Terms by removing all User Content and ceasing your use of the Platform and Offerings. Celect may terminate the Terms at any time if you breach any provision. Upon termination, you must eliminate all Content acquired through the Platform or Offerings.

XI. USER DISPUTES

This section details our rights to oversee User disputes and your obligation to release and indemnify Celect from damages arising from disputes with other Users.

Celect may, but is not obligated to, monitor and/or manage disputes between Users. If you have a dispute with another User, you release and agree to indemnify Celect from any claims, demands, and damages related to such a dispute.

XII. DISPUTE RESOLUTION

This section mandates the use of arbitration for dispute resolution and limits your rights to bring claims in court or participate in class actions.

By agreeing to the Terms, you waive your right to a jury trial or class action. Disputes must be resolved through arbitration in accordance with the AAA rules. Arbitration shall be confidential and limited to the dispute between Celect and you. Class actions are prohibited, and you have the option to opt out of arbitration within 30 days of registering for an Account.

XIII. FEEDBACK UTILIZATION

This section grants us the right to use any feedback, comments, and suggestions for improvements you provide.

We welcome and may use your feedback for any purpose, granting us a worldwide, royalty-free license to use, modify, and exploit the feedback.

XIV. TERMS ADJUSTMENT

This section reserves our right to modify the Terms and any Offerings.

Celect may alter the Terms or change the Offerings at any time. Changes become effective upon posting on the Platform, and your continued use of the Offerings indicates acceptance of those changes.

XV. REFUNDS AND DISPUTES

This section outlines our policy on refunds and chargebacks.

Refunds for Services fees are generally not provided unless specifically agreed upon in writing. You agree to contact Celect before disputing any payments made on the Platform or Offerings.

XVI. ADDITIONAL CLAUSES

This section includes extra terms regarding the interpretation and application of the Terms, governing law, and other miscellaneous provisions.

The Terms are governed by the laws of the United States and the State of Delaware. All disputes not subject to arbitration shall be resolved in the courts of San Francisco County, California. The Terms constitute the complete agreement between you and Celect and supersede all prior understandings. You may not assign the Terms without Celect's prior written consent.

XVII. COMPLIANCE WITH LAWS

You agree to comply with all applicable local, state, national, and international laws, statutes, ordinances, regulations, contracts, and applicable licenses regarding your use of the Platform and the Offerings. This includes, but is not limited to, compliance with laws related to data privacy, international communications, and the transmission of technical or personal data.

XVIII. CHANGES TO SERVICES

We reserve the right to change, suspend, or discontinue any aspect of the services at any time, including hours of operation or availability of the service or any feature, without notice and without liability.

XIX. INTELLECTUAL PROPERTY RIGHTS

Except for the license you grant under these Terms, you retain all rights, title, and interest in and to your User Content. We reserve all rights not expressly granted under these Terms to the Platform, the Offerings, and our Content. We may use any feedback, comments, or suggestions you provide without any obligation to you.

XX. CONFIDENTIALITY

You agree not to disclose information you obtain from us and or from our clients, advertisers, suppliers, and forum members. All information submitted to by an end-user customer pursuant to a Program is proprietary information of Celect. Such customer information is confidential and may not be disclosed. Publisher agrees not to reproduce, disseminate, sell, distribute, or commercially exploit any such proprietary information in any manner.

XXI. NON-SOLICITATION

During the term of this agreement and for a period of twelve (12) months after its termination, you agree not to solicit for employment, hire, or engage as an independent contractor, or solicit to leave the employment of the company, any employee of Celect or any of its affiliates.

XXII. TERMINATION AND SURVIVAL

Either party may terminate this Agreement at any time with notice. Upon termination or expiration of this Agreement for any reason, all rights and obligations of the parties under this Agreement will cease, except that all obligations that accrued prior to the effective date of termination and any obligations that by their nature are intended to survive termination (including obligations relating to confidentiality, indemnification, and liability limitations) will survive.

XXIII. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law rules. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the District of Delaware, and the parties hereby consent to personal jurisdiction and venue therein.

XXIV. SEVERABILITY

If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.

XXV. ENTIRE AGREEMENT

These Terms, together with any amendments and any additional agreements you may enter into with Celect in connection with the Service, shall constitute the entire agreement between you and Celect concerning the Service.

XXVI. NO WAIVER

The failure of Celect to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

XXVII. AMENDMENTS

We reserve the right to amend these Terms at any time and without notice. Your continued use of the Platform and Offerings after any amendment signifies your agreement to the changes.

XXVIII. Dispute Resolution Enhancement

Any dispute, controversy, or claim arising out of, relating to, or in connection with this agreement, including any question regarding its existence, validity, or termination, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in [City, State, Country], and conducted in the English language. Each party shall be responsible for its own attorney's fees and the cost of arbitration shall be shared equally between the parties, unless the arbitrator decides that the costs should be borne differently as part of the award. The decision of the arbitrator shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

XXIX. User Conduct and Prohibited Activities

Users are strictly prohibited from engaging in any form of harassment, illegal activities, posting of illegal content, unauthorized use of data, attempts to disrupt the functionality of the platform, or any other activities deemed malicious, inappropriate, or harmful by Celect. Violation of this clause may result in immediate termination of the user's account, legal action, and reporting to relevant authorities.

XXX. Access and Interference

Users may not use any robot, spider, scraper, or other automated means to access the platform for any purpose without the express written permission of Celect. Unauthorized access or interference with the platform's operations, including data harvesting, system overload attempts, or circumvention of security or authentication measures, is strictly prohibited and may result in legal action.

XXXI. Data Protection and Security

Celect is committed to protecting the security and privacy of your personal data. We employ a variety of security technologies and measures designed to protect your data from unauthorized access, use, or disclosure. Despite our efforts, no security measures are impenetrable, and users acknowledge the inherent security risks of providing information online.

XXXII. Changes to Service

Celect reserves the right to modify, suspend, or discontinue any aspect of our services at any time, including features and availability, without prior notice. Significant changes will be communicated to users via email or through notifications on our platform. Users have the right to terminate their use of the service if they do not agree with the changes, as their continued use of the service after changes have been made constitutes acceptance of those changes.

XXXIII. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this agreement if such failure is caused by unforeseeable events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, government actions, pandemics, or labor strikes ('Force Majeure Events'). Both parties shall promptly notify each other of the occurrence of any such event and shall exert all reasonable efforts to mitigate the effects of the force majeure event.

XXXIV. Assignment

Users may not assign or transfer their rights or obligations under this agreement to any third party without the prior written consent of Celect. Any unauthorized assignment shall be deemed null and void.

XXXV. Electronic Communications Agreement

By using our platform, you consent to receive electronically all communications, agreements, documents, notices, and disclosures that we provide in connection with your Celect account and your use of our services. We will provide these communications to you by posting them on the Celect website, emailing them to your registered email address, or through other electronic communication methods.

XXXVI. Survival of Terms

Provisions of these Terms that, by their nature, should survive termination of your account or this agreement, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability, shall survive indefinitely.

XXXVII. Feedback Ownership

Any feedback, comments, or suggestions you may provide regarding Celect or the Services is entirely voluntary, and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you. By submitting feedback, you grant us a perpetual, irrevocable, non-exclusive, worldwide license to use, modify, and publish such feedback for any purpose, without compensation to you.

XXXVIII. Waiver of Class Action and Jury Trial

YOU AND CELECT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Celect agree otherwise, the court may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.

YOU AND CELECT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Celect agree instead that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the "Dispute Resolution Process" clause above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.