HAYSTACK ANALYTICA TERMS OF SERVICE Introduction
These Terms of Service govern Customer's use of HayStack Analytica cloud-based, AI personality assessment platform and mobile application (jointly the "Service"). By finalising the subscription to the Service, you accept the terms of this Agreement in their entirety as part of the subscription procedure. By clicking the box referring to these Terms of Service in the Service, a binding contract is formed between Customer and HayStack Analytica to which the terms set forth herein are applied. By finalising the subscription, you hereby warrant to have the required authority to subscribe to the Service on behalf of Customer and to commit the Customer to the subscription payment and to these Terms of Service. HayStack Analytica reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Service, at any time. It is the Customer's responsibility to periodically check-up these Terms of Service for changes. Changes will be notified to all Customers on the front page of the Service. Continued use of the Service by Customer following the posting of changes will imply that Customer accepts and agrees the changes.
As used in this Agreement, the following capitalized terms shall have the meaning set out below.
means these HayStack Analytica Terms of Service, which Customer is entering into by signing up or otherwise using the Service provided by HayStack Analytica.
" mean private individuals, such as persons seeking employment, prospective clients talking to the customer or freelancers, who have registered to the Service.
means any legal entity that has subscribed to the Service hereunder.
means the content posted or uploaded by Customer (which may for example include pictures, text, messages, information, designs, models and/or other types of content) to the Service, subject to and on the basis of the permissions or consents Customer has granted.
means all Customer's data that a Customer or another party acting on Customer's behalf generates in or submits to the Service.
means any versions of the Service available from time to time to Customers for trial and other use free of charge.
"Intellectual Property Rights"
mean copyrights and related rights (including database and catalogue rights and photography rights), patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how and any other form of registered or unregistered intellectual property rights.
means Customer or HayStack Analytica (jointly the "Parties
means the online personality assessment platform and mobile application provided by HayStack Analytica for the purpose of analysing and matching companies and people.
mean the fees charged by HayStack Analytica from time to time for Customer's use of the Service, as communicated in HayStack Analytica's price list available on HayStack Analytica Website.
shall mean HayStack Analytica S.L. (business ID: B01596410), address Tiradors 9, 6-1, 08003 Barcelona, Spain.
"HayStack Analytica Website
" means the website of HayStack Analytica, available at https://hirewithhaystack.com.
means any authorized user of the Service to whom Customer has granted the right to access the Service, in accordance with these Terms of Service and taking into account the restrictions set out herein.
Use of Service Service and subscription model
HayStack Analytica provides an online personality assessment platform and mobile application, which allows Customer to analyse people´personality, needs and values from video or audio. The Service enables Customer to view detailed analysis of people, as further set out in these Terms of Service and in the service descriptions.
HayStack Analytica may occasionally offer different programs and subscription options for Customers, such as Baby, Platinum and VIP subscriptions. The Service and the functionalities thereof, as well as the subscription options, as available from time to time, are described in the service descriptions available on HayStack Analytica Website or in the Service.
Certain features of the Service may be provided free-of-charge, but Customer agrees and acknowledges that some features of the Service will not be available in the Free Version. These features require payment before Customer can access them. For example, Customer may only register a profile or see a demo of the Service in case Customer uses the free version of the Service.
HayStack Analytica may from time to time offer trials of the Service for a specified period without payment or at a reduced rate. HayStack Analytica reserves the right, at its sole discretion, to determine Customer's eligibility for a free trial and, subject to applicable laws, to withdraw or to modify an offer trial at any time without prior notice and with no liability, to the greatest extent permitted under the applicable law.
For a free trial of the Service, HayStack Analytica may require Customer to provide payment details to start the trial. At the end of such trial, HayStack Analytica may automatically start to charge Service Fees for the Service on the first day following the end of the free trial. The applicable subscription to the Service must be cancelled through Customer's account's subscription page, or the Service terminated in its entirety, before the end of the trial period in case Customer does not accept the Service Fees. Right to use the Service and eligibility
Subject to due payment of the Service Fees and compliance with the Agreement, HayStack Analytica grants to Customer a non-exclusive, non-transferable and limited right to enter and use the Service and grant Users access rights to the Service during the term of this Agreement.
After Customer has subscribed to the Service, Customer shall create a user name and password which shall be used when any User signs in to the Service. Customer shall be liable for any acts committed by Users accessing Customer's account. Customer shall ensure the security of Customer's passwords and user names and shall inform HayStack Analytica immediately in case Customer suspects that the security of Customer's account information has been compromised or if Customer suspects any unauthorized use or access of Customer's account.
Users shall access the Service by using the username and password created by the authorized representative of Customer during the subscription process.
The Service shall be accessed and used exclusively by Users, who are Customer's employees. Customer shall not grant access to the Service to Customer's affiliates, subsidiaries or other group companies or any of their employees or representatives, unless explicitly agreed on between HayStack Analytica and Customer.
Customer undertakes not to provide access to the Service to anyone else than authorized Users. Intellectual Property Rights
All Intellectual Property Rights to and in the Service and all content on the Service and available through the Service, including designs, text, graphics, pictures, video, information, applications, software, music, sound, designs, models and other files, and their selection and arrangement (the "Content"), as well as Intellectual Property Rights pertaining thereto, are exclusive property of HayStack Analytica or its licensors with all rights reserved. HayStack Analytica grants Customer a limited, non-exclusive, revocable license to use the Service and Content during the validity of this Agreement.
Customer agrees not to resell the Service or the Content or redistribute or transfer the Service or the Content.
The Service and the Content are licensed, not sold, to Customer, and HayStack Analytica and its licensors retain ownership of all copies of the Service and the Content even after installation on Customer's or Users' computers, mobile device and/or other relevant devices. Customer's obligations and rights
When registering to the Service, Customer shall provide true, accurate and complete information as prompted by the registration form and update such information when required.
Customer is not permitted and not entitled to permit the Users or any other parties to do any of the following:
Customer obligations and restrictions
- copy, redistribute, reproduce, record, transfer, perform or display to the public, broadcast, or make available to the public any part of the Service or the Content, or otherwise make any use of the Service or the Content which is not expressly permitted under the Agreement or applicable law or which otherwise infringes the Intellectual Property Rights (such as copyright) in the Service or the Content or any part of it or any other Intellectual Property Rights of third parties;
- use the Service and the Content available through the Service in any manner that could damage, disable, overburden or impair the Service or the Content available through the Service;
- use any data mining, robots, scraping, or similar data gathering or extraction methods;
- sign up for an account on behalf of someone else;
- use, sell, rent, transfer, license or otherwise provide anybody with the Service and/or the Content available through the Service, except as provided herein;
- interfere with other Customers' use and enjoyment of the Service;
- circumvent or try to circumvent any usage control or anti-copy functionalities of the Service;
- reverse engineer or decompile the Service or access the source code thereof, except as permitted by law;
- use the Service for transmitting any unauthorized advertising, promotional materials, junk mail, spam, chain letters, contests, pyramid schemes, or any other form of solicitation or mass messaging;
- use the Service in violation of applicable law;
- use the Service in ways that violate Intellectual Property Rights, business secrets or privacy of third parties;
- use the Service to transmit any material that contains adware, malware, spyware, software viruses, worms or any other computer code designed to interrupt, destroy, or limit the functionality of computer software or equipment.
Customer shall ensure that Users use the Service in compliance with this Agreement. Misuse of the Service by Customer or any User may lead to termination of the Agreement or suspension or denial of access to the Service.
The Service may create or generate certain models, analyses, statistics, reports and comparisons. HayStack Analytica is not liable for any deficiencies or inaccuracies in any of the models, analyses, statistics, reports or comparisons generated by the Service or the usability of the same or the results thereof. The use and exploitation of any results or materials generated by the Service is the sole responsibility of Customer. In addition, Customer shall be solely and exclusively liable for all recruitment decisions and any consequences thereof.
Customer shall independently decide on Customer's recruitment processes and shall conclude any employment agreements directly with Candidates. HayStack Analytica shall not be a party to such employment agreement.
The Service shall be available for Customer with the functionalities currently available at each time. The Service might include certain components offered by third party service providers. In addition, the Service may include certain links to social media sites and services.
Please note that this Agreement only covers the Service and the use thereof and any and all linked third party services and platforms are provided by the relevant third parties and covered by their terms of service or other agreement or license. HayStack Analytica does not assume any liability in regard to use of such third party services and platforms, whether or not they are linked to the Service. Data Processing
Customer agrees that HayStack Analytica does not assume any liability or responsibility in respect to any Customer Content or Customer Data and Customer shall at all times ensure that Customer Content and/or Customer Data does not infringe any rights of third parties or any applicable law. For clarity, HayStack Analytica is not responsible and shall not be held liable for any Customer Content or Customer Data, nor does it endorse any opinion contained in any Customer Content or Customer Data.
Customer grants HayStack Analytica a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide licence to use, reproduce, translate, modify, create derivative works from any Customer Content in connection with the Service, in order to provide the Service, through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created.
Aside from the rights specifically granted herein, Customer retains ownership of all rights, including Intellectual Property Rights, in the Customer Content and Customer Data.
Fees and Payment
In return for Customer's use of the Service, Customer shall pay the Service Fees as set out on HayStack Analytica Website. The Service Fees may vary on the basis of several factors, such as the subscription model Customer has chosen.
All payments made in accordance with this Agreement are non-refundable. For clarity, in the event of early termination during a Subscription Period (as defined below in Section "Term and Termination"), Customer shall not be entitled to a refund of any prepaid fees.
Payment for the use of the Service shall be made monthly or annually in advance. Payment shall be made by bank transfer or credit card. Collection of credit card payments is carried out by a third party service provider and HayStack Analytica shall not receive or get any access to Customer's credit card information.
HayStack Analytica shall be entitled to adjust the fees and charges of the Service at any time by 30 days prior notice. The change shall not affect the fees and charges for Subscription Periods commenced before the effective date of the change.
HayStack Analytica will make reasonable efforts to keep the Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, HayStack Analytica reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Service, with or without notice, all without liability to Customer, except where prohibited by law, for any interruption, modification, or discontinuation of the Service or any function or feature thereof.
Customer shall understand, agree, and accept that HayStack Analytica has no obligation to maintain, support, upgrade, or update the Service, or to provide all or any specific content through the Service. This section will be enforced to the extent permissible by applicable law. HayStack Analytica and/or the owners of any Content may, from time to time, remove any such Content without notice to the extent permitted by applicable law.
The Service is provided "as is" and "as available" without express or implied warranty or condition of any kind.
HayStack Analytica shall act solely as a platform and service provider. HayStack Analytica does not guarantee that Customer finds any suitable Candidates via the Service and does not guarantee that any Candidate Customer decides to recruit is suitable for the position.
Limitation of liability
Neither Party shall be liable to each other, whatever the cause thereof, for any loss of profit, business or goodwill or loss caused as a result of interruptions in business or any other indirect damages arising under this Agreement. This limitation shall not apply in cases of intentional misconduct or gross negligence and breaches of section "Intellectual Property Rights".
HayStack Analytica's total liability under this Agreement shall not exceed the aggregate 12 months' Service Fees paid by Customer immediately preceding the event for which damages are claimed.
The Parties do not restrict their liability for any matter in respect of which, by mandatory law, it is not permitted to restrict its liability.
The Parties may exchange confidential information during the performance of this Agreement. All confidential information shall remain the property of the disclosing Party and the receiving Party shall keep confidential and refrain from using such confidential information otherwise than for the purposes of this Agreement, during the term of this Agreement and 5 years thereafter.
Term and Termination
This Agreement (for "Subscription Period
") shall be in force for a fixed period of 1 month (monthly subscription) or 12 months (annual subscription). The Subscription Period shall renew automatically unless terminated by Customer or HayStack Analytica 30 days (in case of an annual subscription) or 3 days (in case of a monthly subscription) prior to the end of the previous Subscription period.
HayStack Analytica may terminate the Agreement or suspend Customer's access to the Service at any time, including in the event of Customer's or any User's actual or suspected unauthorised use of the Service and/or Content, or non-compliance with the Agreement.
If Customer or HayStack Analytica terminates the Agreement, or if HayStack Analytica suspends Customer's access to the Service, Customer agrees that HayStack Analytica shall have no liability or responsibility towards Customer and HayStack Analytica will not refund any amounts that Customer has already paid, to the fullest extent permitted under applicable law.
All provisions of the Agreement that are intended to survive the termination or expiry of the Agreement shall do so. Entire Agreement
This Agreement supersedes all prior agreements, arrangements, and understandings between the Parties relating to the subject matter hereof, and constitutes the entire agreement between the Parties relating to the subject matter hereof. Severance
If any provision of this Agreement is declared by any judicial or other competent authority to be void, illegal or otherwise unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. Assignment
HayStack Analytica shall be entitled to assign all or any of its rights or obligations hereunder in whole or part to an affiliate or a successor or to a purchaser or acquirer of its business assets without Customer's prior consent.
Customer shall not be entitled to assign any of its rights or obligations hereunder in whole or in part without prior written acceptance given by HayStack Analytica. Reference Use
HayStack Analytica shall have the right to use Customer and the business relationship between the Parties as a reference in HayStack Analytica's marketing materials and other commercial communications, unless Customer has explicitly denied such reference use. Applicable law and dispute resolution
This Agreement shall be governed by and construed in accordance with the laws of Spain, except for its provisions on choice of law.
Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Spain Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Barcelona, Spain.