Axented

Terms of Service

Glossary

For purposes of the Terms and Conditions (as such term is defined below), the following terms shall have the meanings assigned to them here in:

  • ARCO Rights”: Collectively, the access, rectification, cancellation, and opposition rights of User with regards to its Data, as set forth in Section 6 of the Privacy Notice.
  • Axelerate”: Jointly or severally, the American entities Axented, Inc. and Axented Technology, LLC, the Mexican entity Axented Digital Communications, S.A. deC.V., and any other present and/or future subsidiary and/or affiliate entities.
  • Axelerate Platform”: The web interactive application hosted at https://www.axelerate.io/ through which Axelerate facilitates information sharing, interoperability, and collaboration with User to provide the Services.
  • Candidate”: Any individual whose Data is uploaded to the Axelerate Platform for purposes of the Services, who may be hired as an employee by User.
  • CCPA Rights”: The right to know, right to delete, right to opt-out of sale and the right to non-discrimination granted to User as an individual residing in the State of California, in accordance with the California Consumer Privacy Act.
  • Data”: Any information voluntarily provided by User or lawfully obtained by Axelerate from User through tracking technologies, that could be used to identify User, in accordance with the Privacy Notice.
  • Employee”: Any individual who, by virtue of the Services, is hired by User, either directly by User or by Axelerate on behalf of User, in accordance with the Talent Sourcing Terms of Use or the Workforce Solutions Terms of Use, as applicable.
  • General Terms of Use”: The terms and conditions regulating the use of the Axelerate Platform, as set forth in the https://www.axented.com/terms-of-service.
  • Intellectual Property”: Any and all information, knowledge and/or data of technological, industrial and/or commercial application available on or throughout the Axelerate Platform, including but not limited to texts, graphics, articles, photos, images and/or illustrations for the purposes of the Terms and Conditions, the Services and all products derived from or related to the business of Axelerate or the Services, that may appear in any analogue, electronic, digital, magnetic, optical, microfilm, film and/or any other reproduction medium, whether known or to be known.

The term Intellectual Property also includes, without limitation, the following concepts:

  • Trademarks, patents, invention rights(patented or otherwise), industrial and technological designs, utility models, software (computer programs) and hardware (computer components), trade names, trade notices, reservation of rights, domain names, economic rights on works and creations protected by copyright and other forms of intellectual and industrial property recognized or to be recognized within the framework of applicable law;
  • Trade and commercial secrets, know-how, digital and technological creation processes, technical and production processes, formulas, operation manuals, strategy and marketing procedures for the Services and all acts related to the development of the Services, including technical, technological, material, operational and information technology specifications that have been developed by Axelerate; and
  • All acts and/or processes or creations that are considered as trade secrets, copyrights and any other registrable rights recognized or to be recognized in terms of applicable law.

Axelerate hereby states and guarantees to User that the Services rendered under the Terms and Conditions do not infringe or transgress any Intellectual Property rights of third parties and that it has all necessary authorizations, licenses, and permits for the specific use that it gives to the Intellectual Property of third parties.

  • Parties”: Jointly, Axelerate and User.
  • Party”: Individually and indistinctively, either Axelerate or User.
  • Privacy Notice”: The statement made by Axelerate regarding the use, collection, retention, processing, transfer, and confidentiality of Data, as set forth in the https://www.axented.com/privacy-notice.
  • Services”:Indistinctively, the Talent Sourcing Services and/or the Workforce SolutionsServices.
  • Talent Sourcing Services”:The provision of services including, but not limited to: (i) potential Candidate pool browsing; (ii) scouting, screening, and selection of Candidate(s); and (iii) hiring of selected Candidate(s) as employees for User’s benefit through the Axelerate Platform; with or without management assistance by Axelerate, as described in the https://www.axented.com/terms-of-service.
  • Talent Sourcing Services Terms of Use”: The specific terms and conditions applicable to theTalent Sourcing Services, as set forth in the https://www.axented.com/terms-of-service.
  • Terms and Conditions”: Indistinctively, and as applicable, the General Terms of Use, the Talent Sourcing Services Terms of Use, the Workforce Solutions Terms of Use, the Privacy Notice, this Glossary and/or any other document and/or notice that contains any provisions regulating the use of the Axelerate Platform and/or the Services by User, as amended and updated from time to time.
  • User”: Any individual on its own behalf or on behalf of a company and/or entity who uses and/or browses the Axelerate Platform, with or without an account, and/or contracts the Services offered on the Axelerate Platform.
  • Workforce Solutions Services”: The provision of human-resources related services, as described in the https://www.axented.com/terms-of-service.
  • “Workforce Solutions Services Terms of Use”: The specific terms and conditions applicable to the Workforce Solutions Services, as set forth in the https://www.axented.com/terms-of-service.

The terms defined herein or within any Terms and Conditions may be used in the singular or plural form throughout the Terms and Conditions, without modifying the meaning or scope assigned to them herein. The terms defined herein or within any Terms and Conditions may be used in the singular or plural form throughout the Terms and Conditions, without modifying the meaning or scope assigned to them herein.

Privacy Notice

All terms used herein, starting with capitalized first letter, shall have the meaning assigned to them in the https://www.axented.com/terms-of-service.

AXELERATE | PRIVACY NOTICE

Axelerate provides User with the following Privacy Notice, which applies to User and any Data provided by browsing and/or using the Axelerate Platform and/or Services.

Axelerate advices User to carefully review this Privacy Notice, as well as the Terms and Conditions. This Privacy Notice applies to all Users of the Axelerate Platform and/or Services.

Axelerate shall notify User of any updates to this Privacy Notice via the email address provided in their account registration; however, it is User’s responsibility to review and keep updated on any modifications made to this Privacy Notice. By browsing through the Axelerate Platform and/or using any of the Services, User is expressly agreeing to all Terms and Conditions. If User does not agree with all Terms and Conditions, Axelerate expressly prohibits User from accessing the Axelerate Platform and/or using the Services in any manner.

For individuals registering for an account and/or using the Services, any references to “User” are expressly made to you. For individuals registering for an account and/or using the Services on behalf of a company or any other entity or organization, references to “User” are expressly made to both individual and such company, entity or organization, in which case User expressly agrees to all Terms and Conditions on its own behalf and on behalf of such company, entity or organization, and User expressly represents to Axelerate that they have the authority to act on behalf of such company, entity or organization.

1.   About this Privacy Notice.

This Privacy Notice describes and is intended to help User understand our privacy principles, the information Axelerate collects, how it uses that information, with whom and how Axelerate shares that information, User’s choices concerning Axelerate’s data practices, and other important and relevant information.

This Privacy Notice is made available to User prior to obtaining their Data, in strict adherence to the principles of legality, information, consent, quality, purpose, loyalty, proportionality and responsibility contemplated in applicable law.

This Privacy Notice does not apply to any third-party applications or software that integrate with the Services through the Axelerate Platform, as such are governed by their own respective privacy policies. When User accesses the Axelerate Platform and/or the Services, User maintains control over its account, including any Data associated with such account. If User has any questions about specific settings and privacy practices, User may contact Axelerate by email at contact@axented.com.

Before creating an account, using the Services or submitting any information through the Axelerate Platform, Axelerate strongly advices User to review this Privacy Notice carefully and contact Axelerate if User has any questions at contact@axented.com. If User does not agree to all Terms and Conditions, Axelerate expressly prohibits User from accessing the Axelerate Platform and/or using the Services in any manner.

2.   User warranties and representations.

User hereby represents and warrants that it is a capable individual of legal age within its jurisdiction to browse through the Axelerate Platform and/or use the Services. User further represents that use oft he Services are for User’s own benefit or for the benefit of any company, entity or organization User may legally represent, and only in a manner that complies with all applicable laws at User’s jurisdiction. If use of the Services is prohibited by applicable law in User’s jurisdiction, then User is not authorized to use and/or contract the Services. Axelerate cannot and will not be responsible for User’s use of the Services in any manner that is against applicable law.

User is responsible for all information and content provided to Axented for use of the Services and User hereby represents and warrants that it has all necessary rights and authorizations to do so. In case User creates an account, User represents that the information provided through the Axelerate Platform is true and correct, and that it will keep all its registration information accurate and up to date. User is responsible for all User activity in connection with the Axelerate Platform and the Services.

User represents herein that this Privacy Notice was made available to them prior to User providing it’s Data and/or contracting any of the Services through the Axelerate Platform.

3.   Identity and address of the responsible party.

For purposes of this Privacy Notice and all applicable Terms and Conditions, Axelerate, Inc., which address is 175 Varick St, New York, NY10014, USA, on behalf of all its subsidiary and affiliated entities, represents to be the sole responsible entity for the use, collection, retention, processing, transfer and confidentiality of Data.

4.   User Data.

In addition to the meaning provided in the https://www.axented.com/terms-of-service, Data shall be understood to include any information concerning an identified or identifiable individual that alone or in combination with other information in Axelerate’s possession could be used to identify such individual. An individual is considered identifiable when its identity can be determined directly or indirectly through any information.

Axelerate may directly collect Data from User when: (a) User provides its Data through the Axelerate Platform or by use of the Services; and/or (b) User contacts Axelerate via telephone +1(212)466-6010 or email contact@axented.com and provides the information requested; or indirectly, when: (y) User transfers its Data to Axelerate, under the applicable provisions of personal data protection laws or by giving its consent for it; and/or (z) the information is obtained by Axelerate through public access sources permitted by Law.

(a) Data Collection.

In accordance with applicable personal data protection laws, Axelerate may ask User to provide certain data, including but not limited to:

  • Full legal name of User;
  • Legal name of the company, entity or organization User represents or on which behalf it browses and/or uses the Axelerate Platform;
  • Address (including postal/zip code, city and country);
  • Telephone number;
  • Email;
  • Billing and/or financial information (including but not limited to card number, validity and security code);
  • Social security number or any other population identity number or equivalent;
  • Tax identification number and address;
  • Information about User preferences and interests related to the Services offered by Axelerate; and
  • Any other information that User voluntarily provides to Axelerate for the provision of the Services and the attention of complaints, claims and/or requests for information.

Axelerate does not collector process any “Sensitive Personal Data”, which should be understood as any information concerning an identified or identifiable individual that refers to the most intimate sphere of its holder, and/or whose improper use may give rise to discrimination and/or entail a serious risk to them.

For informative purposes, personal data can be considered as sensitive when such information may reveal certain aspects such as, but in no way limited to, racial or ethnic origin, present or future health status, genetic information, religious, philosophical and/or moral beliefs, political opinions and sexual preferences.

In the event User contacts Axelerate through social networks, Axelerate may collect Data from User public social network profile to respond to User queries and/or requests for information in relation to the Services.

(b) Purpose of Data Collection.

1.

Primary Purposes: Data collected by Axelerate will be used for the provision of the Services, which purposes include, but are not limited to, the following:

  • Creation and management of User’s account on the Axelerate Platform;
  • Tracking of activities related to User’s profile;
  • Responding to User’s opinions, complaints and/or suggestions;
  • Evidencing the identity and validating the veracity and quality of the information provided by User to Axelerate;
  • Addressing and resolving User’s questions and concerns related to the Services;
  • Responding to purchase requests and processing payment for the Services;
  • Management of bank clarifications;
  • Carrying out queries, investigations, and reviews in relation to complaints or claims;
  • Complying with any requirements by competent authorities in the cases set forth in applicable Law;
  • Addressing User’s requests for the execution of any ARCO Rights and/or CCPA Rights;
  • Billing procedures related to the Services;
  • Keeping a history User purchases;
  • Evaluating the quality of the Services;
  • For analytical, statistical, and marketing purposes (the foregoing with the sole purpose of providing better Services); and
  • Contacting User for purposes exclusively related to the Services.

2.

Secondary Purposes: Additionally, Axelerate may use Data for the following purposes, which are not necessary for the provision of the Services but allow Axelerate to facilitate and provide User with better Services:

  • Draft user profiles of the Services offered by Axelerate;
  • Send communications related to offers, promotional and marketing content, as well as advertising and commercial information on new or existing Services; and
  • Apply surveys, market studies, participate in events or social networks, chats and others that allow Axelerate to evaluate the quality of its Services.

Axelerate may monitor User’s use of the Services and use their Data in an aggregate and unidentified manner, including but not limited to, compiling statistical and performance information related to the provision and operation of the Services, and may make such information publicly available, provided that such information does not incorporate any specific Data and/or reveals the identify of User. Axelerate retains all proprietary and Intellectual Property rights in such aggregated and unidentified information.

If User does not want its Data to be processed for secondary purposes, User can send an email to contact@axented.com stating the foregoing. The refusal to use the Data for these secondary purposes may not be a reason for Axelerate to stop providing the Services to User.

(c) Data Transfer.

Derived from the nature of the Services, Axelerate may share certain Data with various government agencies including, but not limited to, tax authorities, social security offices, workers’ rights agencies and any other government bodies, authorities, and entities at any government level (county, municipal, state and/or national). The Data transfer described herein is necessary for the provision of theServices; therefore, if User does not agree with the above, User must refrain from creating an account and/or using the Services.

If User does not expressly manifest its opposition to such Data transfer, Axelerate will understand that User has granted its consent. Additionally, Axelerate may transfer Data to third parties, without the need to obtain the User’s prior consent, in the following cases:

  • When the Data transfer is provided for compliance with applicable law requirements;
  • When the Data transfer is necessary for medical prevention or diagnosis, the provision of health care services, medical treatment and/or the management of health services;
  • When the Data transfer is made to any of the Axelerate companies and/or entities, that operates under the same processes and internal policies;
  • When the Data transfer is necessary by virtue of a contract entered into or to be entered into in interest of User, by Axelerate and a third party;
  • When the Data transfer is necessary and/or legally required to safeguard a public interest, or for the procurement or administration of justice;
  • When the Data transfer is necessary for the recognition, exercise and/or defense of a right in court proceedings; and
  • When the Data transfer is necessary for the maintenance or fulfillment of a relationship between Axelerate and User.

Axelerate may disclose any information without prior User consent upon request made by the competent authority. Such disclosure of information shall be limited to the information specifically queried and shall only be made to the authority who requested it.

(d) Data Protection and Security.

Axelerate shall implement and maintain commercially reasonable and industry standard administrative, physical, organizational, and technical safeguards designed to prevent unauthorized use, access, processing, destruction, loss, alteration, and/or disclosure of any Data provided through the Axelerate Platform and/or the Services. Such safeguards shall include, at minimum, an industry standard information security program to safeguard such Data as well as procedures to help ensure that only those with a “need to know” have access to the Data. Axelerate shall promptly notify User upon becoming aware of any incident that potentially could have or has compromised the security, confidentiality, and/or integrity of such Data. In any case, the Data shall be protected under the same measures used to protect Axelerate’s own data.

Axelerate shall comply with all notification obligations that may be required by applicable laws and regulations. Axelerate further reserves the right to protect its network and Services from external threats, including by restricting network access from various hosting providers, traffic proxies, and locations where Axelerate does not conduct business.

(e) Data Privacy (Confidentiality).

Axelerate collects, uses, and transfers Data under the terms and conditions set out herein; therefore, Axelerate is responsible for the storage, care, and protection of all Data. Any disclosure and/or transfer of Data made contrary to this Privacy Notice shall be understood as an unauthorized disclosure or transfer for all applicable legal purposes. In any case, Axelerate shall not be responsible for any unlawful breach of the Data beyond the standard duty of care.

For as long as User has an account, Axelerate shall not to use, disclose, reveal, distribute, and/or reproduce, through any means of disclosure, whether verbal or in writing, directly or indirectly, wholly or partially, the Data for any other purpose than those set forth in this Privacy Notice and/or to fulfill the provision of the Services under the applicable Terms and Conditions, unless Axelerate has the proper written authorization from User for such purposes.

Notwithstanding the foregoing, the following Data disclosures shall not be considered unlawful or unauthorized when such Data:

  • Is available to the general public, whether currently or in the future, without any action by Axelerate, for any reason other than the direct or indirect disclosure of such Data by Axelerate in breach of its obligations contained in this Privacy Notice or any of the applicable Terms and Conditions;
  • Was legally in Axelerate’s possession prior to the consent of this Privacy Notice or any of the applicable Terms and Conditions;
  • Was independently developed by Axelerate without the use of any Data shared with Axelerate, or was known to Axelerate before such disclosure; or
  • Was legally obtained from a third party, provided such party had the right to disclose such Data and disclosed it, without such right or disclosure in themselves constituting a breach of such third party’s confidentiality or non-disclosure obligations.

Axelerate shall be exempt from its confidentiality and non-disclosure obligations in such cases when competent judicial or administrative authorities formally request disclosure of Data. However, prior to the disclosure of Data, Axelerate shall immediately notify User of such requirement, so that it may defend itself through the legal channels it deems appropriate. Axelerate shall inform the authorities that the disclosed information is of a confidential nature and shall only reveal to such authorities, and exclusively to such, the specific information that has been requested.

(f) Destruction of Data upon Termination or Withdrawal of Consent.

In case User decides to terminate the Services provided by Axelerate and/or withdraw the consent given, Axelerate is bound to the immediate destruction of all documentation recorded in electronic media, portable information storage devices, analog or digital, magnetic or electronic or formats of any other kind, upon the effective date of termination or withdrawal of consent, having to confirm in writing to User that all Data collected, stored, and/or handled by Axelerate has been completely destroyed and that it has not kept any backup copy, unless Axelerate is required by law to keep record of such information to fulfill its compliance obligations.

Notwithstanding the foregoing, all information and/or documentation generated on the Axelerate Platform or by virtue of the provision of the Services is the sole property of Axelerate, for which reason Axelerate is not bound to its return or destruction.

5.   Tracking technologies.

Axelerate uses cookies, web beacons and other similar technologies in the Axelerate Platform which allow it to monitor User’s behavior as an internet user to provide a better service and experience when browsing the Axelerate Platform, as well as to offer User products and services based on their preferences.

The Data that Axelerate obtains from these tracking technologies are the following: (i) browser used; (ii) server name; (iii) IP address; (iv) date, time and time spent browsing the internet and the Axelerate Platform; (v) sections consulted; and (vi) internet pages accessed prior to the Axelerate Platform.

These technologies may be disabled by following these steps: (i) access the Axelerate Platform; (ii) click on the "cookies" subsection of User browser; (iii) click on the legend to activate the cookie disabling mechanism.

6.   ARCO Rights

At any time, User may exercise any of the rights of Access, Rectification, Cancellation, or Opposition, as well as revoke their consent for the processing of their Data. To exercise any ARCO Rights, User must send a request to the Axelerate’s Information Privacy Department at the email address contact@axented.com. In this case, User must specify in such email whether it wishes to exercise any of its ARCO Rights or revoke its consent. Upon receiving User’s request, Axelerate’s Information Privacy Team will send User the queries form regarding ARCO Rights and its procedure or, where applicable, the withdrawal of consent form and its procedure, as applicable.
Any query regarding the execution of ARCO Rights of the User must contain the following information:

  •  Full name of the Data owner;
  • Address and email to notify Axelerate’s response to User’s query;
  • Clear and precise description of the Data with respect to which the corresponding ARCO Rights are sought
  • The purpose of the query; and
  • Any other element that may facilitate the location of the Data.

(a) Queries Process and Requirements. All User queries must be accompanied with a copy of User’s official identification and, where applicable, copy of the document evidencing legal representation of the legal entity on behalf of whom User is acting, as well as the document evidencing such entity’s legal existence

(b) Deadline. The deadline for responding to User queries will be 30 (thirty) business days starting from the day the query was received by Axelerate’s Information Privacy Department. The response shall be made within the aforementioned term, in writing sent to the email User provided in its query. Upon receiving such response, User will have a period of 20 (twenty) business days to make it effective, if applicable.

(c) Refusals. Axelerate may deny access to Data or to make the rectification, cancellation or to grant the opposition to the treatment of Data thereof, in the following cases:

  • When User is not the owner of the Data, or the legal representative of the entity owning the Data, or fails to evidence due representation of the entity owning the Data;
  • When the Data is not found in Axelerate’s database
  • When the rights of a third party are violated by the query;
  • When there is a legal impediment or a resolution from a competent authority that restricts access to Data or does not allow for their rectification, cancellation, or opposition; and/or
  • When the access, rectification, cancellation, or opposition rights have been made.

For more information on the procedures, requirements, and deadlines for exercising ARCO Rights and/or revocation of consent, contact the Axelerate’s Information Privacy Department at https://www.axented.com/terms-of-service.

General Terms of Use

All terms used herein, starting with capitalized first letter, shall have the meaning assigned to them in the Glossary.

AXELERATE | GENERAL TERMS OF USE.

Axelerate provides User access to the Axelerate Platform and, if applicable, provides the Services publicized on the Axelerate Platform, which are subject to the following GeneralTerms of Use.

Axelerate advices User to carefully review these General Terms of Use, as well as the https://www.axented.com/privacy-notice and all other https://www.axented.com/terms-and-conditions, which User agrees to upon loading the Axelerate Platform on their internet browser. If User does not agree with all Terms and Conditions, Axelerate expressly prohibits User from accessing the Axelerate Platform and/or using the Services in any manner.

These General Terms of Use apply to all Users of the Axelerate Platform and/or Services. It is User’s responsibility to review and keep updated on the amendments made from time to time to these General Terms of Use, as well as any other Terms and Conditions.

For individuals registering for an account and/or using the Services, any references to “User” are expressly made to you. For individuals registering for an account and/or using the Services on behalf of a company or any other entity or organization, references to “User” are expressly made to both individual and such company, entity or organization, in which case User expressly agrees to all Terms and Conditions on its own behalf and on behalf of such company, entity or organization, and User expressly represents to Axelerate that they have the authority to act on behalf of such company, entity or organization.

1.    User Warranties and Representations.

User hereby represents and warrants that it is an individual of legal age within its jurisdiction to browse and/or use the Axelerate Platform. User further represents that use of the Services is for User’s own purpose, in a manner that complies with all applicable laws of User’s jurisdiction. If use of the Axelerate Platform and/or Services is prohibited by applicable laws in User’s jurisdiction, then User is expressly prohibited from accessing the Axelerate Platform and/or contracting the Services. Axelerate cannot and shall not be responsible for User’s use of the Axelerate Platform and/or Services in any manner that is against applicable law.

User is responsible for all information and content provided for use of the Axelerate Platform and/or Services, and User hereby represents and warrants that it has all necessary rights and authorizations to do so. User expressly represents to Axelerate that any information they share with Axelerate is true and accurate, and that they shall keep all its account information accurate and up to date. User is responsible for all User activity in connection with the Services.

User and Axelerate agree that there are no third-party beneficiaries intended under these General Terms of Use and/or any other applicable Terms and Conditions.

2.    The Services.

(a) Talent Sourcing Services. Upon setting up an account on the Axelerate Platform, User may contract from Axelerate the provision of Talent Sourcing Services, in such terms as described in https://www.axented.com/talent-sourcing and subject to the specific https://www.axented.com/terms-of-service.

(b) Workforce Solutions Services. Upon setting up an account on the Axelerate Platform, User may contract from Axelerate the provision of Workforce Solutions Services, in such terms as described in https://www.axented.com/workforce-solutions and subject to the specific https://www.axented.com/terms-of-service.

(c) Cost of Services. Signing up for an Axelerate account is free, but the provision of the Talent Sourcing Services and/or the Workforce Solutions Services carry the costs and fees set forth in https://www.axented.com/talent-sourcing and https://www.axented.com/workforce-solutions respectively, which maybe changed by Axelerate from time to time without prior notice. User expressly represents to Axelerate that they shall cover all applicable costs and fees applicable to the Services contracted through the Axelerate Platform, in such terms as described below.

(d) Payment and Cancellation of Services.  Upon contracting the Talent Sourcing Services and/or the Workforce Solutions Services, User hereby expressly authorizes Axelerate to automatically charge, on a monthly basis, all applicable costs and fees to User’s credit card and/or bank account, which information has been provided by User through the Axelerate Platform upon contracting the referred Services. If payment is rejected by User’s credit card and/or bank provider, Axelerate shall immediately terminate the provision of the Services to User without any liability and User shall pay Axelerate a penalty fee equal to four times the amount of the then monthly costs and fees of the Services.

  • Billing. Billing for costs and fees of the Services is done monthly in advance and include any applicable taxes. Tax rates are calculated based on the information provided by User and the applicable rate at the time of the monthly charge.
  • Price and Tax Changes. Axelerate may from time to time make changes to the costs and fees applicable to the Services, whether recurring or otherwise, and shall communicate any price changes to User in advance. Price changes shall take effect at the start of the next monthly payment following the date of the costs and fees change and, by continuing to use the Services after such changes take effect, User shall have accepted the price changes. If User does not agree to a price change, User may reject the change by cancelling the Services prior to the price change going into effect.

    Tax rates are based on the rates applicable at the time of the monthly payment. These amounts can change over time with local tax requirements in User’s country, state, territory, county, and/or city. Any change in tax rate will be automatically applied based on the information provided by User in its Axelerate account.
  • Renewal and Cancellation. Upon contracting the Services, payment for them shall automatically renew at the end of each monthly period for the following month, unless User cancels the Services before the end of the then-current monthly period. Contact Axelerate’s contact@axented.com team for instructions on how to cancel the Services. The cancellation shall take effect the day after the last day of the then current monthly period, and User will be downgraded accordingly. Axelerate does not provide refunds or credits for any partial monthly periods.

3.    Data Collection, Handling & Processing.

All Data collected, handled or processed by or through the Axelerate Platform is subject to the provisions set out in the https://www.axented.com/privacy-notice. It is User’s responsibility to review such provisions constantly and continuously as such may be changed by Axelerate from time to time without prior notice. For further information regarding how Axelerate collects, stores, handles, processes and/or allocates Data, please refer to Axelerate’s Privacy Notice.

Axelerate makes no representations or warranties regarding the collection, storage, handling, processing, or allocation of any such Data other than those explicitly stated in the https://www.axented.com/privacy-notice.

4.    Confidentiality

All provisions regarding information non disclosure obligations, excluded information, and nondisclosure exceptions of Data, are subject to the provisions set out in the https://www.axented.com/privacy-notice. It is User’s responsibility to review such provisions constantly and continuously as such may be changed by Axelerate from time to time without prior notice. For further information regarding such nondisclosure obligations please refer to Axelerate’s Privacy Notice.

Axelerate makes no representations or warranties regarding information nondisclosure obligations other than those explicitly stated in the https://www.axented.com/privacy-notice.

5.    Intellectual Property.

The Intellectual Property available on or through the Axelerate Platform is the sole property of Axelerate and is protected by copyright, trademark, and all other intellectual property laws. User may not modify, copy, distribute, transmit, display, publish, sell, license, create derivative works or otherwise use any such Intellectual Property, whether directly or indirectly, for commercial or public purposes.

(a) Exploitation. User agrees abide by all copyright, trademark, and all other intellectual property laws regarding Axelerate’s Intellectual Property, conveying not to use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or other wise exploit, for any purposes, any such Intellectual Property: (i) without prior written consent from Axelerate and the information owner, when applicable; or (ii) in any way that violates third party or Axelerate’s intellectual property rights.

User understands that Axelerate owns the Axelerate Platform and agrees not to modify, publish, transmit, participate in the transfer of or sale of, reproduce, create derivative works based on, or otherwise exploit any of Axelerate’s Intellectual Property, including without limitation the Axelerate Platform and/or the Services.

(b) Tampering. User agrees not to modify, move, add to, delete, tamper, manipulate, or otherwise disrupt the Axelerate Platform and/or the information contained therein, including by not circumventing and not limiting the technical controls and security measures implemented by Axelerate. User also agrees not to decompile, reverse engineer, disassemble or unlawfully use, modify, copy, and/or reproduce in any manner whatsoever any of the software, copyrighted or trademarked material, trade secrets, or Intellectual Property content or confidential information contained in the Axelerate Platform.

(c) Accessibility of Intellectual Property disclaimer. The Axelerate Platform may allow User to copy or download certain content: the foregoing is not and should not be understood as permission for User by Axelerate to use, copy, reproduce, modify or manipulate, translate, publish, broadcast, transmit, distribute, upload, display, license, sell, tamper or otherwise exploit any of the information, content or Intellectual Property of Axelerate contained in the Axelerate Platform or any content derived therefrom.

(d) Indemnity. User agrees to indemnify and hold Axelerate harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorney’s fees) arising from orin any way related to any third-party claims relating to: (i) its use of the Axelerate Platform and/or the Services; and/or (ii) its violation of these General Terms of Use. In the event of such claim, suit, or action, Axelerate shall attempt to provide notice of such claim, suit, or action to the contact information provided by User in its account, provided that failure to deliver such notices hall not eliminate or reduce User’s indemnification obligations hereunder.

6.    Warranties; Limitation of Liability; Indemnity.

(a) Warranties. The information provided on the Axelerate Platform is provided “as is” without warranty of any kind, either express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, and non-infringement. Axelerate uses reasonable efforts to include accurate and up to date information on the Axelerate Platform; it does not, however, make any warranties or representations as to its accuracy or completeness. Axelerate periodically adds, changes, improves, or updates the information on the Axelerate Platform without prior notice. Axelerate assumes no liability or responsibility for any errors or omissions in the content of the Axelerate Platform. The use of the Axelerate Platform by Users is at their own risk.

Any information or content posted or privately transmitted through the Axelerate Platform is the sole responsibility of the User and/or individual from whom such content originated. User can access all such information or content at their own risk and Axelerate will not be liable for any errors or omissions in such information or content or for any damages or losses User might suffer in connection with it. Axelerate cannot control and has no duty to take any action regarding how User may interpret and use the information or content posted on the Axelerate Platform or what actions it may take as a result of having been exposed to the information or content through the Axelerate Platform and/or the Services.

(b) Third-Party Websites and Other Interactions. The Axelerate Platform and/or Services may contain links or connections to third-party websites or services that are not owned or controlled by Axelerate. When User accesses third-party websites or uses third-party services, User expressly accepts that there are risks in doing so and that Axelerate is not responsible nor liable for such risks. Axelerate has no control over, and assumes no responsibility or liability for, the content, accuracy, privacy policies, and/or practices of or opinions expressed in any third-party websites or by any third-party that User interacts with through the Axelerate Platform and/or Services. Axelerate cannot monitor, verify, censor or edit the content of any third-party’s website or services; therefore, Axelerate cannot and shall not be responsible for any and all liability arising from User’s use or browse of any third-party website or services.

(c) Limitation of Liability. Under no circumstances shall Axelerate be liable for any damages suffered by User, including any incidental, special or consequential damages (including, without limitation, any lost profits or damages for business interruption, loss of information, programs or other data) that result from access to, use of, or inability to use the Axelerate Platform or due to any breach of security associated with the transmission of information through the internet, even if Axelerate was advised of the possibility of such damages. Axelerate shall not be liable for any claims, damages, or losses as a result of User sharing their Axelerate Platform access information and/or allowing third-party access to its authentication credentials.

(d) Limitation of Security. Axelerate shall not be responsible for any interception or interruption of any communications through the internet or for changes to or losses of data. User is responsible for maintaining the security and confidentiality of any password, username or identification, or any other form of user authentication required by Axelerate involved in obtaining an account and shall not disclose any confidential account, access credentials or confidential information to Unauthorized Third-Parties. An “UnauthorizedThird-Party” refers to any third-party that seeks to access or accesses the Axelerate Platform and/or Services using the account credentials (e.g.,username and password) of a User, regardless of their purported consent, in order to access, copy or obtain available information from the Axelerate Platform or the Services, whether such information is accessed, copied or obtained by an automated data gathering program or by other means, including data scrapers, data aggregators and any third-parties seeking to monetize data obtained from Axelerate without its express consent. To protect User and its data, Axelerate may suspend the use of an account without prior notice, pending an investigation, if any such unauthorized disclosure or use or breach of security is suspected.

7.    Miscellaneous.

(a) Relationship between the Parties. Nothing contained herein shall in any way constitute any association, partnership, agency, employment or joint venture between User and Axelerate, or be construed to evidence the intention of User and Axelerate to establish any such relationship. User and Axelerate acknowledge and agree that the relationship established by virtue of this General Terms of Use and all applicable Terms and Conditions is of a commercial nature; therefore, neither Party will have the authority to oblige or bind the other in any manner, and nothing contained herein shall give rise or is intended to give rise to any rights of any kind to any third-parties.

(b) Notices. Axelerate may provide notifications, whether such notifications are required by law or are for marketing and/or other business-related purposes, to User via email, text message, written or hard copy notice, or through posting of such notice on the Axelerate Platform, as determined by Axelerate at its sole discretion. Axelerate reserves the right to determine the form and means of providing notifications to Users, provided that Users may opt out of certain means of notification as provided in the Axelerate Platform. Axelerate is not responsible for any automatic filtering by User or its network provider that may apply to email notifications sent by Axelerate to the email address provided by User. Notices to Axelerate shall be made to the attention of its Legal Department and sent via mail to legal@axented.com.

(c) Modification and Assignability. Axelerate may, at its sole discretion, modify and/or update itsTerms and Conditions from time to time; therefore, it is User’s responsibility to periodically review them. Any rights granted under any Terms and Conditions to User may not be transferred nor assigned (by operation of law or otherwise) by User without the prior written consent of Axelerate. Any attempted transfer or assignment in violation hereof shall be null and void. Axelerate may transferor assign any Terms and Conditions and its rights thereunder without User consent.

When Axelerate materially changes anyTerms and Conditions, Axelerate will notify User that material changes have been made to the Terms and Conditions, and any such changes will become effective immediately upon their publication on the Axelerate Platform. Continued use of the Axelerate Platform and/or Services by User after any such changes become effective constitute User’s acceptance of the updated Terms and Conditions.

(d) Acts of God & Force Majeure. Axelerate will not be deemed in breach hereunder for any cessation, interruption, or delay in the performance of its obligations under the Terms and Conditions dueto causes beyond its reasonable control, except from when Axelerate: (i) has given cause or contributed to such cause; (ii) has expressly accepted the corresponding liability; or (iii) when applicable law imposes on it such liability.

For the purposes of the Terms andConditions, “Force Majeure Events” consist of, but are not limited to:

  • Events caused by the acts of man or by nature, including without limitation fires, floods, earthquakes, explosions and/or any other typeof natural disaster and/or catastrophic event (whether or not officially declared);
  • Sanitary emergencies and public health or hygiene crises, such as epidemics, pandemics and/or any type of sanitary and health contingencies (whether or not officially declared);
  • States of emergency and national security risks, wars, invasions, hostilities, terrorist attacks, riots and/or any form of public disorder, altercation and/or agitation (whether or not officially declared);
  • Actions and decisions of government and domestic policy related to domestic or foreign affairs, issuance of norms and/or regulations, suspensions or requisitions of the governmental authority, establishment of commercial embargoes and/or blockades, and political decisions of commercial abstention, among other similar actions or declarations;
  • Shortages of primary and/or processed resources, lack of adequate power and/or transportation systems;
  • Strikes, lockouts, work interruptions and/or any type of labor dispute that prevents the operation of the business and the rendering of the Services; and
  • Any other similar events beyond the reasonable control of Axelerate.

(e) Suspension and Termination. Axelerate reserves the right to suspend or when applicable terminate) use of the Axelerate Platform and/or Services by User for any reason at its sole discretion, including User’s breach of the Terms and Conditions. Axelerate has the sole right to decide whether a User is in violation of any of the terms, conditions and/or restrictions set out in the Terms and Conditions and/or in any other documentation related to the provision of the Services or the use of the Axelerate Platform.

Terms (provisions) that by their nature should survive termination will do so, including but not limited to: (i) any payment or indemnification obligation User has towards Axelerate; (ii) any limitation regarding Axelerate’s limitation of liability; (iii) any terms regarding any Intellectual Property ownership and/or rights; and (iv) any terms regarding disputes between Axelerate and User.

(f) General Waiver. No waiver of any rights shall be effective unless assented to in writing by both Parties. Any such waiver shall be only to the specific provision and under the specific circumstances for which it was given and shall not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either Party to enforce any provision of the Terms and Conditions shall not be deemed a waiver of future enforcement of that or any other provision.

(g) Class Action Waiver. User and Axelerate agree that any claims or controversies between the Parties must be brought against each other on an individual basis only, and not in a class, consolidated, or representative action. That means that neither User nor Axelerate can bring such a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The judge cannot combine or consolidate more than one person’s or one entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless all Parties agree so otherwise in writing). Further, the judge’s decision or award in a User’s case can only impact the said User that brought the claim, not other entities or Users, and cannot be used to decide other disputes with other Users.

User agrees to waive any right to participate in a class-wide or representative trial, and it agrees to waive any right to participate in any class action lawsuit (including for any claim that is determined not to be subject to trial under these terms).

(h) Compliance with all Law. User agrees to comply, as appropriate, with all applicable and current laws or legal provisions of the United States of America, especially those related to the purpose of the Terms and Conditions.

(i) Interpretation. The headings or titles of each section of any Terms and Conditions have no legal value, since they are used exclusively to ease the understanding and location of the applicable terms and conditions, thus not affecting its legal content and scope.

(k) Execution and Severability. If any competent court determines that any of its terms or any part of a provision (term) in any Terms and Conditions is invalid or unenforceable, the rest of the Terms andConditions, or where appropriate the corresponding term, shall not be affected and shall be given full effect, without regard to the invalid or unenforceable portion.

When the inapplicability or unenforceability of any term, or any part of any term, is declared, the court that has declared such invalidity or unenforceability shall have the power to reduce or limit the term and may enforce such term in the appropriate manner, remaining the rest of the Terms and Conditions in full force and effect.

(l) Governing Law. All Terms and Conditions are subject to the valid legal norms applicable within the State of Delaware, United States of America whether of local, national or international nature. For the fulfillment and execution of the Terms and Conditions, User expressly submits itself to the laws and competent courts of the State of Delaware, United States of America expressly waiving any other jurisdiction by reason of forum non-conveniens.

User irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to any Terms and Conditions or the transactions contemplated hereby.

Talent Sourcing Terms of Use

All terms used herein, starting with capitalized first letter, shall have the meaning assigned to them in the https://www.axented.com/terms-of-service.

AXELERATE | TALENT SOURCING SERVICES TERMS OF USE.

The following terms apply specifically to the Talent Sourcing Services provided by Axelerate to User through the Axelerate Platform, in addition to all other applicable Terms and Conditions; thus, Axelerate advices User to carefully review all https://www.axented.com/terms-and-conditions.

1.    Talent Sourcing Services.

Upon contracting Talent Sourcing Services through the Axelerate Platform, Axelerate agrees to provide User with human-resource related services including, but not limited to: (i) potential Candidate pool browsing; (ii) scouting, screening, and selection of Candidate(s); and (iii) hiring of selected Candidate(s) as employees for User’s benefit through the Axelerate Platform; with or without management assistance by Axelerate. The full scope of such services is further detailed at https://www.axented.com/talent-sourcing, in the understanding that Axelerate, at is sole discretion and without prior notice to User, may modify such scope, as well as the costs and fees detailed therein.

2.    Fees and Payment Terms.

Upon contracting the Talent Sourcing Services, User expressly agrees to pay in advance to Axelerate all applicable costs and fees, including without limitation any recurring costs and fees, in such terms as set forth in section 2(d) of the https://www.axented.com/terms-of-service.Such costs and fees are found at https://www.axented.com/pricing and maybe modified by Axelerate from time to time, at its sole discretion and without prior notice to User, in the understanding that continued use of the Talent SourcingServices by User after any such changes become effective constitute User’s acceptance of the updated costs and fees.

3.    Term and Termination.

(a) Term. The Talent Sourcing Services shall commence on the date User effectively contracts and pays for such services through the Axelerate Platform and shall be automatically renewed on a monthly basis, unless User has expressly contracted the Talent Sourcing Services on a yearly payment basis (refer to https://www.axented.com/pricing for specific payment terms) (the “Term”). If User decides to terminate the Talent Sourcing Services, Axelerate shall continue to provide the services for the remainder of the then ongoing Term.

(b) Termination by User. User may terminate the Talent Sourcing Services at any time without cause and at their sole discretion. Upon User’s decision to terminate the Talent Sourcing Services, User shall conclude any ongoing processes prior to the end of the then ongoing Term, as Axelerate shall cease the provision of the Talent Sourcing Services on the last day of such ongoing Term. Upon effective termination of the Talent Sourcing Services, Axelerate shall only provide User with any applicable recruitment guarantees for the specific amount of time remaining on such guarantees.

(c) Termination by Axelerate. Axelerate shall reserve its right to immediately terminate the provision of the Talent Sourcing Services to User at any time, without any liability to its charge, when User:

  • Fails to timely pay any of the applicable costs and fees within 3 (three) days from their due date, regardless of whether Axelerate sends User a collection notice;
  • Provides Axelerate with false or incorrect information regarding the Talent Sourcing Services, whether in anticipation of User's contracting with Axelerate or at any other time thereafter, in which case it shall be deemed as a material breach of the applicable Terms and Conditions and Axelerate, at its option, may seek appropriate relief in addition to the termination oft he services; and/or
  • Breaches any applicable Terms and Conditions.

Termination of the Talent Sourcing Services shall not affect Axelerate’s rights, remedies, obligations, and/or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach of any applicable Terms  by User which existed on or before the date of termination.

4.    Representations and Warranties.

User represents and warrants to Axelerate that:

  • Upon the contracting of the Talent Sourcing Services from Axelerate, User expressly consents and agrees to these Talent Sourcing Services Terms of Use as well as any other applicable Terms and Conditions;
  • These Talent Sourcing Services Terms of Use and any other applicable Terms and Conditions shall constitute the legal, valid, and binding obligation of the Parties with regards to the Talent Sourcing Services, enforceable in accordance with its terms; and
  • Except for the express warranties set forth in these Talent Sourcing services terms of use and any other applicable terms and conditions, user expressly accepts Axelerate’s disclaimer to all warranties, either express, implied, statutory, or otherwise under these talent sourcing services terms of use and any other applicable terms and conditions, as well as Axelerate’s specific disclaimer of all implied warranties of merchantability, and fitness for a particular purpose.

5.    Limitation of Liability.

Except as otherwise provided in subsection (a) of this provision, in no event shall either party be liable to the other or to any third-party for any loss of use, revenue or profit or loss of data or for any consequential, incidental, indirect, exemplary, special or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not such party has been advised of the possibility of such damages.

Except as otherwise provided in subsection (a) of this provision, in no event shall either party’s liability arising out of or related to these talent sourcing services terms of use and any other applicable terms and conditions, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed an amount equal to two months of the user’s then applicable recurring costs and fees for the talent sourcing services.

(a) Exclusions to Limitation of Liability. The following are exclusions to the liability limitations set forth in the foregoing two paragraphs:

  • Damages or other liabilities arising out of or relating to User’s failure to comply with its obligations under sections 4 and 5 of the General Terms of Use;
  • Indemnification obligations arising out of or relating to User’s failure to comply with its obligations under section 7 hereunder;
  • Damages or other liabilities arising out of or relating to User’s gross negligence, willful misconduct, or intentional acts; and/or
  • User’s obligation to pay attorney’s fees and court costs in accordance with section 6 hereunder.

User acknowledges that a breach of sections 4 and 5 of the General Terms of Use may cause Axelerate irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, Axelerate shall been titled to seek equitable relief, including a restraining order, injunctive relief, specific performance and/or any other relief that may be available from any court, in addition to any other remedy to which Axelerate may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in these Talent Sourcing Services Terms of Use to the contrary.

6.    Indemnification.

User shall defend, indemnify and hold Axelerate, as well as all its officers, directors, employees, agents, successors and assigns, free and harmless from and against any and all claims, demands, damages (including liquidated, punitive and compensatory) and any other actions in federal, state or local courts or before any administrative agencies, as well as from and against any and all losses and liabilities, costs and expenses (including attorneys’ fees) and monetary fines and/or penalties assessed by any administrative agency arising out of or resulting from: (i) any damages resulting from the willful, fraudulent or negligent acts or omissions of User; and (ii) User’s breach of any representation, warranty or obligations set forth in these Talent Sourcing Services Terms of Use and any other applicable Terms and Conditions.

7.    Non-solicitation.

During the Term and for a period of 5 (five) years after the effective termination date of the Talent Sourcing Services, User may not, whether directly or indirectly, solicit, recruit, hire and/or in any way engage with any Candidate(s) or Employee(s) that User came in connection with through the Axelerate Platform and/or by virtue of the provision of the Talent Sourcing Services, including but not limited to, any Candidate(s) that User found through the Axelerate Platform but were rejected or were otherwise not hired by User.

The hiring of any such Candidate(s) or Employee(s) by User will constitute a breach of these Talent Sourcing Services Terms of Use and User shall upon demand by Axelerate, pay to Axelerate a sum equal to four-months of the User’s last applicable recurring costs and fees for the Talent Sourcing Services, per breach.

Workforce Solutions Terms of Use

All terms used herein, starting with capitalized first letter, shall have the meaning assigned to them in the https://www.axented.com/terms-of-service.

AXELERATE | WORKFORCE SOLUTIONS SERVICES TERMS OF USE.

The following terms apply specifically to the Workforce Solutions Services provided by Axelerate to User through the Axelerate Platform, in addition to all other applicable Terms and Conditions; thus, Axelerate advices User to carefully review all https://www.axented.com/terms-and-conditions.

1.    Workforce Solutions Services.

Upon contracting Workforce Solutions Services through the Axelerate Platform, Axelerate agrees to provide User with human-resources related services as co-employer of the User’s Employees. For purposes of these Workforce Solutions Services Terms of Use, Axelerate shall act as administrative employer and User shall act as operating employer, agreeing both Parties that this relationship it is a co-employer relationship for purposes of carrying out the Workforce Solutions Services. The full scope of such services is further detailed at https://www.axented.com/workforce-solutions, in the understanding that Axelerate, at is sole discretion and without prior notice to User, may modify such scope, as well as the costs and fees detailed therein.

2.    Fees and Payment Terms.

Upon contracting the Workforce Solutions Services, User expressly agrees to pay in advance to Axelerate all applicable costs and fees, including without limitation any recurring costs and fees, in such terms as set forth in section 2(d) of the https://www.axented.com/terms-of-service. Such costs and fees are found at https://www.axented.com/pricing and maybe modified by Axelerate from time to time, at its sole discretion and without prior notice to User, in the understanding that continued use of the Workforce Solutions Services by User after any such changes become effective constitute User’s acceptance of the updated costs and fees.

3.    Rights and Responsibilities of the Parties.

(a) Axelerate’s Rights and Responsibilities. Axelerate shall use its best endeavors to find and provide User with Employee(s) according to User’s requirements, subject to subsection (b) (2) of this section 3. Axelerate assumes full responsibility as administrative employer of Employee(s), for the following duties:

1.

Ensuring the execution of payment wages, as reported by User, through Axelerate’s payroll, including the following as applicable, from which Axelerate will make all required deductions and withholdings under the applicable federal, state, and local laws:

  • Salary;
  • Commissions;
  • Bonuses;
  • Overtime pay;
  • Vacation pay;
  • Sick time pay;
  • Paid time off;
  • Paid leaves of absence; and
  • Severance payments.

2.

Reporting and remitting payroll taxes, in compliance wit hall federal and state tax requirements on payroll wages paid under these Workforce Solutions Services Terms of Use;

3.

Providing workers compensation insurance coverage that covers Employee(s), as well as processing and defending all workers’ compensation claims;

4.

Processing and defending unemployment claims;

5.

Training Employee(s) on compliance with workplace policies, including those that may be required by law;

6.

Providing a worksite safety program;

7.

Coordinating the on-boarding of new Employee(s), including execution of pre-employment screening, background checks, reference checks, drug testing and ensure proper approval and authorization of any and all Employee changes prior to execution, as well as proper completion, and filing and maintenance of all relevant Employee documentation;

8.

Maintaining proper filing and maintenance of all relevant Employee documentation, Employee-related records, as may be require federal and state laws; and

9.

Managing and tracking Employee’s paid time-off, observed holidays and Employee leaves of absence, ensuring compliance with the User’s policies.

(b) User’s Rights and Responsibilities. User agrees, as operating employer, to be responsible for the following duties:

1.

User shall take full responsibility for the day-to-day control and supervision of Employee(s);

2.

User shall be primarily responsible for initiating recruiting, hiring, and firing requests of Employee(s) and Axelerate shall be responsible for executing User’s efforts;

3.

User shall maintain accurate records regarding Employees’ working hours and timely transmit compensation payment information to Axelerate, upon request, for each work-pay cycle, including as applicable:

  • Wages, including whether salaried or hourly, and regular rate of pay;
  • Overtime;
  • Commissions;
  • Bonuses;
  • Vacation pay;
  • Sick time pay;
  • Paid time off;
  • Paid leaves of absence; and
  • Severance payments.

4.

User shall timely report to Axelerate any change in its workforce, such as Employee(s) hired or terminated, and any changes in the salary, hour wages or other compensation, along with applicable authorizations and approvals.

5.

User shall maintain software licenses that may be required of any Employee(s).

User shall report to Axelerate immediately upon becoming known to the User any complaints, allegations or incidents of any tortious misconduct or workplace safety violations.

4.    Trial Period.

Axelerate shall grant User a 3 (three) month trial period to vet the placed Employee(s) (the “Trial Period”). During this trial period, if User is not satisfied with Employee’s performance, or Employee leaves User for any reason (other than as a result of layoff, reduction in workforce, change in corporate ownership, or breach of employment agreement, conditions, change in location or job content) within 3 (three) months of commencing their job, User can ask Axelerate to start a new recruitment process at no extra cost (i.e. Axelerate shall waive the placement fee).

5.    Term and Termination.

(a) Term. The Workforce Solutions Services shall commence on the date User effectively contracts and pays for such services through the Axelerate Platform and shall continue for a period of 1 (one) year thereafter (the “Term”), with subsequent 1 (one) year automatic renewal terms (the “Renewal Term(s)”), unless terminated pursuant to subsection (b) and (c) of this section 5.

(b) Termination by User. User may terminate the Workforce Solutions Services at anytime without cause and at their sole discretion, by providing 60 (sixty) days prior written notice to Axelerate. Upon termination of the Workforce Solutions Services, User shall cover all applicable cancellation costs incurred or to be incurred by Axelerate due to the effects of such termination, including but not limited to any applicable Employee(s) wages, overtime, commissions, bonuses, and severance.

(c) Termination by Axelerate. Axelerate shall reserve its right to terminate the provision of the Workforce Solutions Services at any time, without any liability to its charge, by providing 30 (thirty) days prior written notice to User, when User:

  • Fails to timely pay any of the applicable costs and fees within 3 (three) days from their due date, regardless of whether Axelerate sends User a collection notice;
  • Fails to timely pay any of Employee’s wages, overtime, commissions, bonuses, vacation pay, sick pay, paid time off, paid leave of absence, severance, and/or any other amounts due to Employee;
  • Provides Axelerate with false or incorrect information regarding the Workforce Solutions Services, whether in anticipation of User's contracting with Axelerate or at any other time thereafter, in which case it shall be deemed as a material breach of the applicable Terms and Conditions and Axelerate, at its option, may seek appropriate relief in addition to the termination of the services; and/or

(d) Termination by Either Party. Either Party may terminate the Workforce Solutions Services, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party:

  • (i) Materially breaches any applicable Terms and Conditions, and such breach is incapable of cure; or (ii) with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 (thirty) days after receipt of written notice of such breach by the other Party;
  • Becomes insolvent or admits its inability to pay its debts generally as they become due;
  • Becomes subject, voluntarily, or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency laws, which is not fully stayed within 7 (seven) business days or is not dismissed or vacated within 45 (forty-five) days after filing;
  • Is dissolved, liquidated, or takes any corporate action for such purpose; and/or
  • Has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(e) Effects of Termination. Termination the Workforce Solutions Services shall not affect any rights, remedies, obligations and/or liabilities of any of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of any applicable Terms and Conditions which existed at or before the date of termination.

In the event of termination of the Workforce Solutions Services for any of the above-mentioned reasons, User agrees that Axelerate shall have the right to immediately terminate its performance hereunder, withhold its Employee(s) services, and/or bring suit seeking damages. Upon termination of the Workforce Solutions Services, for any reason, or should User fail to timely pay Axelerate for its services, all Employee(s) shall be deemed to have been laid off by Axelerate and immediate notification of this shall be provided by the User to Employee(s) who had been leased pursuant to the applicable Terms and Conditions. User shall immediately assume all federal, state, and local obligations of an employer to Employee(s) which are not in conflict with federal, state, or local law and shall immediately assume full responsibility for providing workers compensation coverage. Axelerate shall immediately be released from such obligations as permitted by law. It is the intent of the Parties that, where allowed by law, they be placed in their respective positions immediately before their entry into these Workforce Solutions Services Terms of Use, applicable in the event of a termination or User's failure to pay Axelerate. If for any reason (whether required or not by any applicable law) Axelerate makes any payment to any of Employee(s) after these Workforce Solutions Services Terms of Use have been terminated, Axelerate shall been titled to full reimbursement for such expenditures

6.    Intellectual Property Rights Ownership (Work Made for Hire).

User and/or the entity it represents, as applicable, is and shall be the sole and exclusive owner of all right, title, and interest in and to the materials provided by Employee(s) pursuant to its obligations under their employment agreement with User (the “Deliverables”), including all intellectual property rights therein. Axelerate agrees, and shall cause Employee(s) to agree, that with respect to any Deliverables that may qualify as “work made for hire”, as defined in applicable law, such Deliverables are hereby deemed as “work made for hire” for User. To the extent that any of the Deliverables do not constitute a “work made for hire,” Axelerate hereby irrevocably assigns, and shall cause Employee(s) to irrevocably assign to User, in each case without additional consideration, all right, title and interest throughout all the world and to the Deliverables, including all intellectual property rights therein. Axelerate shall cause Employee(s) to irrevocably waive, to the extent permitted by applicable law, any and all claims such Employee(s) may now or hereafter have in any jurisdiction with respect to the Deliverables.

7.    Confidential Information.

Both Parties may be given access to or acquire information which is proprietary or confidential to the other Party and its affiliated companies, clients, and customers. Any and all such information obtained by either Party or by Employee shall be deemed to be confidential and proprietary information. Both Parties agree to hold such information in strict confidence and not to disclose such information to third-parties or to use such information for any purposes whatsoever other than the provisions of the services under this Workforce Solutions Services Terms of Use. Either Party may request Employee(s) to enter into confidentiality agreements.

8.    Representations and Warranties.

User and Axelerate represent and warrant to each other that:      

  • They are duly organized, validly existing and in good standing as a corporation or other entity, as represented herein, under the laws and regulations of its jurisdiction of incorporation, organization, or chartering;
  • They have the full right, power, and authority to execute these Workforce Solutions Services Terms of Use and other applicable Terms and Conditions, to grant any rights and licenses granted hereunder and to perform their obligations hereunder;
  • Upon the contracting of the Workforce Solutions Services from Axelerate, User expressly consents and agrees to these Workforce Solutions Services Terms of Use as well as any other applicable Terms and Conditions, and that User has the required due authorization for contracting the services herein;
  • These Workforce Solutions Services Terms of Use and any other applicable Terms and Conditions shall constitute the legal, valid, and binding obligation of the Parties with regards to the Workforce Solutions Services, enforceable in accordance with its terms; and
  • Except for the express warranties set forth in these workforce solutions services terms of use and any other applicable terms and conditions, user expressly accepts Axelerate’s disclaimer to all warranties, either express, implied, statutory, or otherwise under these workforce solutions services terms of use and any other applicable terms and conditions, as well as Axelerate’s specific disclaimer of all implied warranties of merchantability, and fitness for a particular purpose.

9.    Limitation of Liability.

Except as otherwise provided in subsection (a) of this provision, in no event shall either party be liable to the other or to any third-party for any loss of use, revenue or profit or loss of data or for any consequential, incidental, indirect, exemplary, special or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not such party has been advised of the possibility of such damages.

Except as otherwise provided in subsection (a) of this provision, in no event shall either party’s liability arising out of or related to these workforce solutions services terms of use and any other applicable terms and conditions, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed an amount equal to two-months of the user’s then applicable recurring costs and fees for the talent sourcing services.

(a) Exclusions to Limitation of Liability. The following are exclusions to the liability limitations set forth in the foregoing two paragraphs:

  • Damages or other liabilities arising out of or relating to a Party’s failure to comply with its obligations under sections 4 and 5 of the General Terms of Use;
  • Damages or other liabilities arising out of or relating to a Party’s failure to comply with its obligations under sections 6 and 7 of these Workforce Solutions Services Terms of Use;
  • Indemnification obligations arising out of or relating to User’s failure to comply with its obligations under section 11 hereunder;    
  • Damages or other liabilities arising out of or relating to a Party’s gross negligence, willful misconduct, or intentional acts;                  
  • User’s obligation to pay attorneys’ fees and court costs in accordance with section 10 hereunder.

Each Party acknowledges that a breach by a Party of sections 4 and 5 of the General Terms of Use, as well as of sections 6 and 7 of these Workforce Solutions Services Terms of Use, may cause the non-breaching Party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching Party shall be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and/or any other relief that may be available from any court, in addition to any other remedy to which the non-breaching Party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in these Workforce Solutions Services Terms of Use to the contrary.

10.    Indemnification.

User shall defend, indemnify and hold Axelerate, as well as all its officers, directors, employees, agents, successors and assigns free and harmless from and against any and all claims, demands, damages (including liquidated, punitive and compensatory), and any other actions in federal, state or local courts or before administrative agencies, as well as from and against any and all losses and liabilities, costs and expenses (including attorneys’ fees) and monetary fines and/or penalties assessed by any administrative agency arising out of or resulting from:  (i) any damages resulting from the willful, fraudulent or negligent acts or omissions of User; and (ii) User’s breach of any representation, warranty or obligations set forth in these Workforce Solutions Services Terms of Use and any other applicable Terms and Conditions.

11.    Non-solicitation.

During the Term and any Renewal Terms, and for a period of 5 (five) years after the effective termination date of the Workforce Solutions Services, neither Party shall, whether directly or indirectly, solicit, recruit, hire, engage and/or induce for employment any Employee(s) who performed any work under these Workforce Solutions Services Terms of Use and other applicable Terms and Conditions whois at such time in the employment of the other Party.

The hiring of any such Employee(s) or independent contractors by the Parties shall not be a breach of this provision, and both Parties have the full right to hire any such Employee(s), if such Employee(s): (i) decided to terminate their employment with any Party; and/or (ii) Employee’s salary was not paid by the corresponding Party on time.

If either Party breaches the provisions of this section, the breaching Party shall, upon demand of the non-breaching Party, pay to the non-breaching Party a sum equal to 2 (two) year’s basic salary that was payable by the claiming Party to that Employee, worker and/or independent contractor, plus the recruitment costs incurred by the non-breaching Party in replacing such person.