Subscribers to a paid plan are governed by the following terms and conditions.
Provision of the Services by SeamlessHiring
The Services provided by SeamlessHiring to the Customer shall be specified in one or more order forms signed by SeamlessHiring and the Customer (each, an “Order”).
Customer must ensure that a valid Order properly covers its use of the Services at all times. In the event that use or size of Customer exceeds the amount specified in the Order, Customer will be responsible for upgrading Customer’s subscription at the next renewal period as specified in Customer’s Order(s).
Fees, Invoicing and Payment
Customer agrees to pay SeamlessHiring all fees set forth in each Order. All fees will be billed as indicated in each Order, or, if no billing schedule is included, within thirty (30) days of the date indicated in the invoice sent by SeamlessHiring. If Customer has specified a credit card or direct withdrawal from a bank account as an applicable mode of payment under this Agreement, Customer authorizes SeamlessHiring to charge the credit card or debit card to the bank account provided to SeamlessHiring for all fees incurred under this Agreement. Except as expressly set forth herein, all fees will be non-refundable once paid to SeamlessHiring (including upon any termination or suspension of this Agreement). Until paid in full, all past due fees not subject to a good faith dispute will attract an interest rate of 0.8% per month or the maximum amount permitted under applicable law whichever is lesser. SeamlessHiring may review any portion of the fees by notifying the Customer via email or via its website, such review to take effect at the beginning of the next renewal term. If SeamlessHiring requires use of collection agencies, attorneys, or courts of law for collection on Customer’s account, Customer will be responsible for the expenses incurred in the recovery. Customer will be responsible for all use, sales, and other taxes imposed on the Services provided under this Agreement other than taxes on SeamlessHiring’s income, employees or similar taxes. SeamlessHiring may impose a condition that renewal of services shall only be upon the payment of past dues subject to the cure period set forth in Section 3 below.
Term and Termination
This Agreement shall commence on the date of execution of the Order and remains in effect as long as an Order is in effect under this Agreement (“Term”). Except as otherwise specified in the Order, subscriptions in an Order will automatically renew for additional period equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least three (3) days before the end of the relevant subscription term. Following renewal, Customer authorizes SeamlessHiring to collect the applicable subscription fees, allowing SeamlessHiring to use any valid payment source of the customer that SeamlessHiring has on record.
Either party may terminate this Agreement immediately upon giving a written notice to the other party in the event that the other party materially breaches the Agreement; and thereafter:
(a) in the case of a material breach resulting from non-payment of amounts due hereunder, has failed to pay such amounts within thirty (30) days of receipt of a demand notice thereof; or
(b) has failed to cure any other material breach (or to commence diligent efforts to cure such breach that are reasonably acceptable to the terminating party) within thirty (30) days of the receipt of written notice thereof.
Upon termination or expiration of this Agreement for any reason:
(a) all rights and subscriptions granted to Customer under this Agreement will terminate;
(b) Customer will immediately cease to have access to the Services;
(c) all fees then owed by Customer will become immediately due and payable;
(d) SeamlessHiring may delete any of Customer’s content held by SeamlessHiring within thirty (30) days after the date of termination; and
(e) if such termination is due to the breach of the Agreement by SeamlessHiring, then SeamlessHiring shall promptly refund to Customer all prepaid unearned fees. If Customer requests their data, SeamlessHiring will provide to Customer their data, including but not limited to, Customer Content, Candidate Content, in a generic importable format designated (Excel or CSV )by the Customer within the thirty (30) day window period Customer agrees and acknowledges that SeamlessHiring shall delete such Customer’s Content and Candidate Content at any time on or after the thirty-first (31st) day following termination, provided that SeamlessHiring has met its obligation to provide the data to Customer pursuant.
Section 3.3. . Where there is a violation of any applicable Law by the Customer, SeamlessHiring reserves the right to restrict Customer’s access to the service SeamlessHiring may exercise this right if it has notified Customer of this breach and Customer has failed to remedy such breach within 30 days of receipt of such notification.
If Customer fails to pay undisputed amounts in accordance with this Agreement or, if and as necessary to protect the Candidate and Customer Contents in the event of a threat to the security of the Services, SeamlessHiring shall have the right, in addition to any of its other rights or remedies, to immediately suspend the provision of the Services to Customer or any particular User without liability to Customer until such amounts due are fully paid or such breach is remedied . In the event of any suspension for the purpose of protecting Candidate Content or Customer Content from unauthorized third party access, SeamlessHiring shall provide notification in advance to the Customer and in agreement with the Customer, SeamlessHiring may suspend the Service. SeamlessHiring will commit to re-activating the service as quickly as possible assuming the access issues are resolved and will still honour the terms of its SLA with the Customer.
Access Grant and Restrictions
Subject to the terms and conditions of the Agreement, SeamlessHiring grants Customer a worldwide, non-exclusive, non-transferable right to permit Users to do the following solely for the purposes of locating and hiring potential employees for Customer:
(a) access the features and functions of the Services ordered under an Order solely for Customer’s internal business purposes during the Term; and
(b) view, download, reproduce, and print Job & Candidate Content made available to the Customer through the Services. Customer shall take reasonable efforts to make all Users aware of the provisions of Section 4. SeamlessHiring may suspend access for any User who violates this Agreement, provided that such violation is not cured within thirty (30) days of Customer receiving written notice thereof. Customer agrees that it shall not:
(a) permit any third party to access and/or use the Service, other than the Users authorized under the Agreement or in the case of Application Programming Interface (API) access granted by a third party;
(b) rent, lease, loan, or sell access to the Services to any third party;
(c) interfere with, disrupt, alter, translate, or modify the Services or any part thereof, or create an undue burden on the Services or the networks or services connected to the Service
(d) reverse engineer, decompile, disassemble or otherwise attempt to obtain or perceive the source code from which any software component of the Services are compiled or interpreted, and Customer acknowledges that nothing in this Agreement will be construed to grant Customer any right to obtain or use such code;
(e) access the Services in order to build or create a derivative, competitive or service or copy any ideas, features, functions or graphics of the Services or (f) introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Services.
Customer agrees not to attempt to access any of the Services by any means other than through the interface that is provided by SeamlessHiring nor to engage in any activity that interferes with or disrupts the Services or infringes on SeamlessHiring’s and/or its third party vendors’ brand or intellectual property. Customer shall use the Services and all Candidate Content in conformance with the applicable laws. In addition, Customer agrees not to use, or encourage or permit others to use, the Services to:
(a) stalk and/or harass other 3rd parties;
(b) harm minors in any way;
(c) impersonate any person or entity, or falsely state or otherwise misrepresent Customer’s affiliation with a person or entity;
(d) forge headers or otherwise manipulate identifiers to disguise the origin of any Content posted on or transmitted through the Service;
(e) use the Services or Content such that it will mislead a third party into believing that he or she is interacting directly with SeamlessHiring or the Service;
(f) engage in any chain letters contests, junk mail, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise);
(g) access or use the Services in any manner that could damage, disable, overburden or impair any SeamlessHiring server or the networks connected to any SeamlessHiring server;
(h) harvest, collect, gather or assemble information or data regarding other users without their consent; or
(i) market any goods or services for any business purposes (including advertising and making offers to buy or sell goods or services) unless specifically allowed to do so by SeamlessHiring.
Customer shall make commercially reasonable efforts to ensure that each username and password issued to a User will be used only by that User and maintain confidentiality of all Users’ usernames and passwords. Customer agrees
(a) not to allow a third party to use Customer’s account, usernames or passwords at any time other than third parties who have been authorized pursuant to the definition of “Users” as set forth in Section 12 (Definitions),; and
(b) to notify SeamlessHiring promptly of any actual or suspected unauthorized use of Customer’s account , usernames or passwords.
SeamlessHiring reserves the right to terminate any username and password, which SeamlessHiring reasonably determines may have been used by an unauthorized third party or for an unlawful purpose. SeamlessHiring shall notify Customer of any actual or suspected unauthorized use of Customer’s account, usernames or passwords.
SeamlessHiring represents and warrants that, during each subscription term under this Agreement, it will:
(a) provide the Services substantially in accordance with the Order and any applicable documentation;
(b) implement and maintain backup, security and business continuity measures, in accordance with industry practices, in order to maintain the security and integrity of the Services and Customer Content: and
(c) comply with all applicable federal, state, and local, statutes, laws, ordinances, and regulations relating to this Agreement.
5.1. The Services is pre-integrated with a number of third party add-on services. These add-on services are provided by third party vendors. When the Customer purchases such services through the SeamlessHiring platform, the terms and conditions of those vendors apply to the Customer. The Customer is urged to review such terms and conditions before purchasing or otherwise accessing any such add-on services. Such terms and conditions, and not this Agreement, will govern Customer’s use of such add-on services. SeamlessHiring cannot and does not take any responsibility for, nor makes any warranty on behalf of, such add-on services. If a provider of third party add-on services ceases to make them or any data or functions therein available for inter-operation with the Services on reasonable terms, SeamlessHiring may cease providing those features without entitling Customer to any refund, credit, or other compensation (except for a refund of third-party services purchased in the situation where Customer has pre-bought third party services that are no longer available). Customer acknowledges that any prepaid but unused third party services purchase on the SeamlessHiring platform will expire 1-year from the date of purchase. In addition, Customer agrees and acknowledges that the third party provider may change or amend its guidelines or functionality and/or Services’ interface with it at any time, and SeamlessHiring will not be liable to the extent that any resulting issues are outside SeamlessHiring’s reasonable control. Per Customer’s request, SeamlessHiring may act on Customer’s behalf to procure add-on services.
5.2 Customer may leverage SeamlessHiring for the posting and distribution of their jobs to third party job boards. SeamlessHiring anticipates that Customer will work and contract directly with SeamlessHiring to add any new job advertising partners as well as replenish depleted inventories of pre-existing job advertising partners. There will be no additional fees for job distribution on free job boards only. If customer however opts to maintain direct contractual relationships with the third party job advertising companies and would like SeamlessHiring to manage these contracts and inventories, or for any free site that Customer would like SeamlessHiring to post to, SeamlessHiring will charge the customer 20% of the distribution fee. LinkedIn Slots may however be subject to distribution fees.
6. Customer Content
6.1 Customer grants SeamlessHiring a non-exclusive, worldwide, royalty-free and fully paid license to:
(a) use, reformat, display, modify and create derivative works of the Customer Content solely for the purpose of and to the extent necessary to provide the Services hereunder to Customer (including, where applicable, sharing and providing such Customer Content with Candidates & Employees); and;
(b) use Customer’s trademarks, service marks, and logos to provide the Services to Customer and the Candidates as set forth hereunder.
All rights in and to the Customer Content not expressly granted to SeamlessHiring in this Agreement are reserved by Customer. As between the Parties, Customer retains all right, title and interest in and to the Customer Content and SeamlessHiring acknowledges that it neither owns nor acquires additional rights in and to the Customer Content not expressly granted by this Agreement. SeamlessHiring further acknowledges that Customer retains the right to use the Customer Content for any purpose in Customer’s sole discretion.
6.2 Customer shall be responsible for and assumes the risk, responsibility and expense of;
(i) any problems resulting from, the accuracy, quality, integrity, legality, reliability, and appropriateness of all such Customer Content and;
(ii) acquiring, installing and maintaining all connectivity equipment, hardware, software and other equipment as may be necessary for it and its Users to connect to, access, and use the Service.
6.3 SeamlessHiring and Customer acknowledge and agree that individuals control certain personal data, and SeamlessHiring’s use thereof, may have certain right of access to such personal data (as opposed to Customer or SeamlessHiring having such rights), notwithstanding anything to the contrary in this Agreement.
6.4 Each party agrees to:
(a) use the Confidential Information of the other party only for the purposes described and as permitted herein and;
(b) restrict access to the Confidential Information of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the terms of this Agreement. The foregoing provision will not apply to Confidential Information that
(a) is publicly available or in the public domain at the time of disclosure;
(b) is or becomes publicly available or enters the public domain through no fault of the recipient;
(c) is rightfully communicated to the recipient by persons not bound by the confidentiality obligations with respect thereto;
(d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure;
(e) is independently developed by the recipient or
(f) is approved for release or disclosure by the disclosing party without any restrictions.
Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required
(1) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order; or
(2) to establish a party’s rights under this Agreement, including to make such court filings as it may be required to do.
7. Disclaimers and Limitation of Liability
7.1 THE LIMITED WARRANTY SET FORTH IN THIS AGREEMENT IS MADE FOR CUSTOMER’S BENEFIT ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE SERVICE AND ALL PROFESSIONAL SERVICES ARE PROVIDED “AS IS”, AND SEAMLESSHIRING MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SERVICE (IN WHOLE OR IN PART) OR ANY PRODUCTS OR SERVICES PROVIDED TO CUSTOMER BY SEAMLESSHIRING. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SEAMLESSHIRING DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SERVICE SHALL BE UNINTERRUPTED OR ERROR-FREE.
7.2 TO THE EXTENT THAT IT IS LEGALLY PERMITTED UNDER APLLICABLE LAWS, EXCEPT FOR BREACH OF AN OBLIGATION OF CONFIDENTIALITY HEREIN AND PARTIES’ OBLIGATIONS OF INDEMNIFICATION UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY, OR ITS SUPPLIERS BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING , COSTS DUE TO LOSS OF PROFITS, DATA, USE OR GOODWILL, PERSONAL OR DAMAGE TO PROPERTY, DAMAGE RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OF THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. UNLESS OTHERWISE SPECIFIED, IN NO EVENT SHALL SEAMLESSHIRING BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.
7.3 Unless otherwise specified, the liability of SeamlessHiring to the Customer under or in relation to the subject matter of this Agreement and related Orders shall be limited to the fees paid by the Customer under the applicable Order for the then current subscription year, regardless of whether such liability arose from a material breach of contract, tort or breach of statutory duty.
7.4 Parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. Parties acknowledge that fees/prices have been fixed and this Agreement is entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
8.1 SeamlessHiring will defend at its expense any suit brought against the Customer, and will pay any settlement SeamlessHiring agrees to and approves or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Services misappropriates any intellectual property rights recognized under the relevant statutes. If any portion of the Services becomes, or in SeamlessHiring’s opinion is likely to become, the subject of a claim of infringement, SeamlessHiring may, at SeamlessHiring’s discretion:
(a) procure for the Customer the right to continue using the Services; or
(b) replace the Services with non-infringing Services and refund any fees actually paid by Customer to SeamlessHiring; or
(c) modify the Services so that it becomes non-infringing; or
(d) terminate the Services and refund any fees actually paid by Customer to SeamlessHiring for the remainder of the subscription period then as at the period of infringement, and upon such termination, Customer will immediately cease to use all of the Services. Notwithstanding the foregoing, SeamlessHiring shall have no obligation under this section or otherwise with respect to any infringement claim based upon any use of the Services not in accordance with this Agreement or the Documentation;
8.2 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the following:
(a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit;
(b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and
(c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
9. Intellectual Property
The Services and all intellectual property rights in the Services, the SeamlessHiring Content and any of the Insidify.com Limited proprietary technology, including software, hardware, products, processes, algorithms, user interfaces, know-how, technologies, designs and other tangible or intangible technical material or information made available to Customer by SeamlessHiring in providing the Services (the “SeamlessHiring Technology”) is the exclusive property of Insidify.com Limited. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Services or the SeamlessHiring Technology, or any part thereof, including any right to obtain possession of any source code, data or other technical material relating to the SeamlessHiring Technology. All rights not expressly granted to Customer are reserved for SeamlessHiring. Ownership of all work, products, developments, inventions, technology or materials provided by SeamlessHiring under this Agreement will be solely owned by SeamlessHiring. SeamlessHiring, in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by Customer or Users to SeamlessHiring in connection with the Services (all such comments and suggestions, collectively referred to as “Feedback”). Customer hereby grants SeamlessHiring a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into SeamlessHiring products and services.
10. Professional Services
10.1 Customer may ask and SeamlessHiring may provide professional services (“Professional Services”) to assist with the implementation, training and integration of the Services. Ownership of all products created by SeamlessHiring as part of the Professional Services will be considered SeamlessHiring’s Technology.
10.2 Unless otherwise specified in Statements of Work that are mutually agreed between SeamlessHiring and the Customer, Professional Services are charged on a time and material basis at the applicable daily rate in the location and at the time of order.
10.3 Daily rates correspond to an eight (8) hours workday. Travel time is charged at half time.
10.4 Travel and out-of-pocket expenses incurred during the course of providing Professional Services shall be charged back to the Customer at a cost to be agreed by the Parties. Any travel costs in excess of N50,000 shall be approved in advance by the Customer.?
10.5 SeamlessHiring will perform the Professional Services in a manner consistent with industry standards applicable to the product thereof. If Customer notifies SeamlessHiring of an unsatisfactory quality of the Professional Services rendered, SeamlessHiring will re-perform the unsatisfactory part of the Professional Services.
11. General Terms
11.1 This Agreement, including any Order, constitutes the entire agreement between the Customer and SeamlessHiring and governs the Customer’s use of the Services. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable to the maximum extent permitted by law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Unless otherwise specified herein: (i) the word “including” means “including but not limited to”; and (ii) any reference to days will mean calendar days.
11.2 This Agreement shall be governed by the laws of the Federal Republic of Nigeria. The Customer and SeamlessHiring agree to submit to the exclusive jurisdiction of the courts of the Federal Republic of Nigeria to resolve any legal matter arising from this Agreement.
11.3 Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by an act of God such as earthquake, flood, or any other event beyond the control of such party, provided such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
11.4 SeamlessHiring may, with express written approval from Customer, publicly refer to Customer, including on SeamlessHiring’s website and in sales presentations, as a SeamlessHiring customer.
Neither party shall assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. This Agreement shall be binding upon the parties and their respective successors and permitted assigns.
Customer information and service of notices
11.8 Customer is responsible for updating Customer’s data to provide SeamlessHiring with Customer’s most current email address. Any notice provided to SeamlessHiring pursuant to this Agreement should be sent to SeamlessHiring; Insidify.com Limited at 65, Opebi Road, Ikeja, Lagos, Attn: Chief Executive Officer.
“Individual” means any individual, candidate, employee or referrer, who leverages their own data to assist in the sourcing of candidates or applies or is sourced as a potential applicant to jobs or companies hosted on the SeamlessHiring platform.
“Confidential Information” means any non-public material or information relating to a party which it discloses or makes available to the other party under the Agreement that such disclosing party treats as proprietary or confidential, unless otherwise set forth herein.
“Content” means any and all content, information, data, images, photos, videos, sounds, notes, and works of authorship, articles, or other materials.
“Customer Content” means any Content provided, imported or uploaded to the Services by Customer or Users or on Customer’s behalf.
“Candidate Content” means any Content provided by a candidate to the Customer that is uploaded to the Services by the Candidate.
“SeamlessHiring Content” means any content, data, or recommendations that are provided by SeamlessHiring to the Customer.
“SeamlessHiring Site” means the website located at www.seamlesshiring.com and any other URLs owned or operated by SeamlessHiring and designated by SeamlessHiring for use hereunder.
“Users” means Customer’s employees, contractors, consultants and representatives who are authorized by Customer to utilize the Services and who are provided with access to the Services by virtue of a password or the equivalent thereof.
Those Customers not subscribed to a paid plan are governed by the following Terms and Conditions.
1. Provision of the Services by SeamlessHiring
1.1 The Services are provided “as is” SeamlessHiring makes no warranty with respect to the quality or availability of the Services. SeamlessHiring may change the form and nature of the Services from time to time at its sole discretion and without prior notice to the Customer.
1.2 The Customer may stop using the Services at any time without notice.
SeamlessHiring may terminate the Services at any time and at its sole discretion upon one-month notice to the Customer, during which time the Customer may request and obtain a copy of any data currently stored by the Customer in SeamlessHiring any data transmitted by the Customer to SeamlessHiring over the course of Customer’s use of the Services.
2. Fair usage
2.1. SeamlessHiring provides recruitment software (the “Software”) which may only be used for the purposes of recruiting individuals for real jobs in real organisations (that is, both organisations and job opening is valid and can be verified). The Customer may not use the Services to advertise fake jobs; collect resumes and applicant’s data for any purpose other than hiring for real job openings; promote products and services, self-employment, work-from-home opportunities, or commissions-only positions; nor for any other use inconsistent with any applicable law, regulation or generally accepted recruitment practices or guidelines. The Customer understands that access to the Customer’s account may be restricted should the Customer be found to be in violation of any of these Terms and Conditions.
2.2. SeamlessHiring does not currently place a limit on data storage or usage, but may do so in the future at its sole discretion. The Customer should not seek to store more data on SeamlessHiring site than is reasonably required for normal recruiting efforts.
2.3. SeamlessHiring is that simple to use, robust and effective recruitment software solution. We are certain this is the online platform that truly brings together everything you need to hire the best talents in one place, incorporating fairness and ease of use for a better, happier people. The Customer is discouraged from using the Services in a manner inconsistent with these values. In particular, SeamlessHiring abhors any form of discrimination in the hiring process.
2.4. Customer agrees not to attempt to access any of the Services by any means other than through the interface that is provided by SeamlessHiring nor to engage in any activity that interferes with or disrupts the Services or infringes on SeamlessHiring and/or its third party vendors’ brand or intellectual property.
3. Add-on Services
3.1. SeamlessHiring is pre-integrated with a number of third party add-on services. These add-on services are provided by third party vendors. When the Customer purchases such services through the SeamlessHiring platform, the terms and conditions of those vendors apply to the Customer. The Customer is urged to review such terms and conditions before purchasing or otherwise accessing any such add-on services. SeamlessHiring cannot and does not take any responsibility for, nor makes any warrant on behalf of, such add-on services. Email and other communication forms may be undertaken for candidates on behalf of vendors.
4. Data Privacy
5. Limitation of Liability
5.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SEAMLESSHIRING, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, 3rd PARTY VENDORS, OR LICENSORS BE LIABLE FOR:
5.1.1. ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES;
5.1.2. ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY THE Customer AS A RESULT OF:
– ANY RELIANCE PLACED BY THE Customer ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISEMENT, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN THE Customer AND ANY PROVIDER OF ADD-ON SERVICES;
– ANY CHANGES WHICH SEAMLESSHIRING MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
– THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH THE CUSTOMER’S USE OF THE SERVICES;
5.2. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SEAMLESSHIRING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
5.3 The liability of SeamlessHiring to the Customer under or in relation to the subject matter of this Agreement and related Orders shall be limited to the fees paid by the Customer in the last 12 months, regardless of whether such liability arises from a material breach of contract, tort or breach of statutory duty.
6. Intellectual Property
6.1. SeamlessHiring grants to the Customer a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to the Customer by SeamlessHiring and its 3rd party vendors as part of the Services. This license is for the sole purpose of enabling the Customer to use and enjoy the benefit of the Services as provided by SeamlessHiring, in the manner permitted by these Terms and Conditions.
6.2. The Customer may not copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, nor may the Customer permit anyone else to do so. This same limitation applies to the software and services of SeamlessHiring’s third party vendors.
6.3. Unless the Customer has agreed otherwise in writing with SeamlessHiring, nothing in the Terms and Conditions gives the Customer a right to use any of SeamlessHiring or its 3rd party vendors’ trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
6.4 CUSTOMER RECOGNISES THAT A VIOLATION OF ANY OF THE RESTRICTIONS AND LIMITATIONS PLACED ON IT BY THE TERMS OF THIS SECTION (INTELLECTUAL PROPERTY) MAY RESULT IN SUBSTANTIAL LEGAL FINES AND OTHER REMEDIES SOUGHT BY SEAMLESSHIRING OR ITS 3RD PARTY VENDORS AS PERMITTED D BY THE FULLEST EXTENT OF THE LAW IN THE APPLICABLE JURISDICTION.
7. General Terms
7.1. These Terms and Conditions constitute the entire agreement between the Customer and SeamlessHiring and govern the Customer’s use of the Services. SeamlessHiring may make changes to the Terms and Conditions from time to time. The Customer’s use of the Services after the date of the changes constitutes acceptance of the updated Terms and Conditions.
7.2. The Terms and Conditions, and the Customer’s relationship with SeamlessHiring under the Terms and Conditions, shall be governed by the laws of the Federal Republic of Nigeria The Customer and SeamlessHiring agree to submit to the exclusive jurisdiction of the courts of the Nigeria to resolve any legal matter arising from the Terms and Conditions.
7.3. Neither party will be required to comply with any obligation under this Agreement if such compliance is impeded by any event of force majeure as hereinafter defined. Events of force majeure shall mean an event which is beyond the control of the affected party and which such party could not anticipate or mitigate by means of insurance, contingency planning or any other prudent means. Notwithstanding the foregoing, if either party is affected by an event of force majeure it shall take all reasonable steps to minimize the impact of the force majeure event on the other party and to reduce the period of the impact of the force majeure event to the minimum.