TERMS OF SERVICE
Last Updated: February 2, 2024
Important: These Terms require all disputes between you and Scalis to go through binding arbitration instead of a government court. That means you waive any right to have disputes decided (1) by a judge or jury and (2) in class or representative court action. Job Seekers have the right to opt-out of arbitration for thirty (30) days after agreeing to these Terms. See Dispute Resolution to learn more.
We provide brief summaries at the beginning of each section to make it easier for you to read and understand this agreement. The summaries do not replace the text of each section, and you should still read each section in its entirety.
1.Introduction
This is a contract between you and Scalis. You can contact us if you have any questions or concerns.
By accessing or using our Platform, you agree to be bound by these Terms of Service (“Terms”) and Our Policies, as defined below (together, the “Agreement”). It's important that you read this Agreement and these policies carefully before you accept them. This Agreement governs your use of the online platform and other products and services made available by Scalis LLC (“Scalis”, “Company”, “we”, “us” or “our”) including the Scalis.AI job matching platform that connects jobseeker talent with potential employers (referred to below simply as the “Platform”).
Updates. These Terms are effective as of the Last Updated date at the top of these Terms. We may update these Terms from time to time, in which case we will update the Last Updated date. If we make significant changes, we'll do our best to notify you, such as by e-mail and/or by placing a prominent notice on the login or homepage of the Platform.
But it's your sole responsibility to review these Terms from time to time to view any such changes. By using or accessing the Platform after the Last Updated date, you accept the current Terms. If you do not accept a change to the Terms, you must stop accessing or using the Platform immediately.
Contact Us. You may contact us regarding the Platform or these Terms at: our support page (help.scalis.ai), 1000 Brickell Ave. Suite 71, Miami, FL 33131 or by e-mail at support@scalis.ai.
If you do not understand or agree to these Terms, don't use the Platform.
2.Eligibility; Your Responsibilities
By using the Platform, you represent and warrant that you comply with these restrictions.
(a)
In these Terms, “you” and “your” means you as the user of the Platform. Additionally:
(i)
If you use the Platform as an individual seeking employment opportunities (as a “Job Seeker”), the Additional Terms for Job Seekers apply to you.
(ii)
If you use the Platform on behalf of or as an Employer (as defined below), the Additional Terms for Employers apply to you. If you use the Platform on behalf of an Employer, then “you” includes you and the Employer, and you represent and warrant that (a) you are authorized to bind the company to these Terms, and (b) you agree to these Terms on the company's behalf. “Employer” means any business or individual using the Platform to find Job Seekers, seek information related to hiring or human resources or post information about employment opportunities, on their behalf or other's behalf (such as employment agencies)
(b)
Regardless of your user role, you must be 18 or older to use the Platform, or otherwise of legal age to form a binding contract in your jurisdiction. If you don't meet those criteria, please leave the Platform.
(c)
You are responsible for all your activity in connection with the Platform, including the accuracy of information you provide through the Platform. Most importantly, you represent and warrant that you will not use the Platform that in any way violates applicable law, these Terms, our Policies or any applicable Outside Terms.
3.Other Applicable Terms
Our policies and certain third-party terms apply to you when use the Platform.
(a)
Our Policies. These policies and terms also form part of the Agreement between us (collectively, “our Policies”):
(i)
Our Privacy Policy, which describes how the Platform handles your personal information;
(ii)
Our Acceptable Use Policy, which explains ways that you are not permitted to use Scalis;
(iii)
Our Job Listings Rules, which describe content and conduct not permitted in connection with Listings (as defined below) or any resulting application process; and
(iv)
Any other policies or rules referenced in the Terms or those policies that we make available to you.
(b)
Outside Terms and Materials. The Platform may display, include or make available content, data, information, functionality or materials from third parties (“Outside Materials”) or provide links to certain third party websites. Outside Materials may be subject to third-party terms provided by the third party (“Outside Terms”), as indicated where such Outside Materials appear on the Platform. By using the Platform, you acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, availability, legality or any other aspect of such Outside Materials or the provisions of Outside Terms. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any Outside Materials. We are also not a party to Outside Terms. If you have questions or concerns about Outside Materials or Outside Terms, please contact the third party directly, or your state Attorney General or the Federal Trade Commission at www.ftc.gov.
4.Accounts
(a)
Creating and Safeguarding your Account. To use the Platform, you need to create an account (“Account”). You may control your Account profile information and how you interact with the Platform by changing the settings on your Account Settings page. You agree to provide us with accurate, complete and updated information for your Account. You are solely responsible for activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. Contact us immediately if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.
(b)
Account Deletion. You can delete your account at any time by logging into the App, clicking on your profile image, and selecting “Account Settings”, locating “Delete Account” in the settings navigation, and following the instructions to delete your account. Upon deletion, your personal information will be handled in accordance with our Privacy Policy.
(c)
Terms Survive. If your account is terminated by you or by us for any reason, these Terms continue and remain enforceable between you and us. Termination will not limit any of the Company's other rights or remedies at law or in equity. Your information will be maintained and deleted in accordance with our Privacy Policy.
(d)
Our Termination of your Account. We reserve the right to investigate and, if appropriate, suspend or terminate your account without a refund if we believe that you have violated these Terms, misused our Platform, or behaved in a way that we regard as inappropriate or unlawful, on or off our Platform. If you breach any of the provisions of the Terms, all licenses granted by the Company will terminate automatically. If the Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Platform under a different name. We reserve the right to make use of any personal, technological, legal, or other means available to enforce the Terms, at any time without liability and without the obligation to give you prior notice, including, but not limited to, preventing you from accessing the Platform.
5.Content
Whether you use the Platform as a Job Seeker or Employer, you are responsible for the content you make available through the Platform. We may remove Your Content or suspend or terminate your access to the Platform if you violate our content rules.
(a)
Your Content
You are responsible for Your Content. Don't share inaccurate information or anything that would violate this Agreement, or that may expose you or us to legal liability.
You are solely responsible and liable for the information you post and make available on the Platform (“Your Content”). You therefore agree to indemnify, defend, release, and hold us harmless from any claims made in connection with Your Content.
Depending on your role in using the Platform, the Additional Terms for Job Seekers or Additional Terms for Employers may apply to you and provide specific rules and requirements around Your Content. If you post a job Listing (as defined below), our Job Listing Rules also apply.
By uploading Your Content, you represent and warrant to us that you have all necessary rights and licenses to do so and automatically grant us a license to use Your Content as provided under 'Your License' below.
You understand and agree that we may monitor or review Your Content, and we also have the right to:
•
Remove or refuse to post any of Your Content for any or no reason in our sole discretion provided that it is not for any unlawful purpose.
•
Take any action with respect to any Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Your Content violates these Terms, including this Content section, infringes any intellectual property right or other right of any person or entity or could create liability for us.
•
Disclose your identity or other information about you to any third party who claims that Your Content violates their rights, including their intellectual property rights or their right to privacy.
•
Take legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.
•
Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms provided that it is not for any unlawful purpose.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. You waive and hold harmless Scalis LLC and its subsidiaries, and their respective directors, officers, and employees, from any claims resulting from any action taken by any of the foregoing parties during, or taken as a consequence of, investigations by any such parties or law enforcement authorities.
(b)
User Content
While you may have access to Job Seeker or Employer content, it is not yours, and you may not copy or use User Content for any purpose that is not permitted by the Agreement.
You may have access to content made available by other users of the Platform, including Employers and Job Seekers (“User Content”).
You do not have any rights in relation to User Content, and, unless expressly authorized by us, you may only use User Content to the extent that your use is consistent with our Platform's purpose of facilitating matches between Job Seekers and Employers, tracking Applications and allowing communication toward a potential employment or contractor relationship. You may not copy the User Content or use User Content for commercial purposes, to spam, to harass, or to make unlawful threats.
(c)
Our Content
We own all other content on our Platform.
Any other text, content, graphics, user interfaces, trademarks, logos, sounds, artwork, images, and other intellectual property appearing on our Platform is owned, controlled or licensed by us and protected by copyright, trademark and other intellectual property law rights. All rights, title, and interest in and to Our Content remains with us at all times.
(c)
Your License.
You license Your Content to us.
By creating an Account and uploading Your Content, you grant us a worldwide, perpetual, transferable, sub-licensable, royalty-free right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, translate, modify, reformat, distribute and otherwise make available Your Content, including any information you authorize us to access from any Social Login or other third-party sources (if applicable), in whole or in part and in any format or medium, for the uses contemplated by this Agreement and any other purpose permitted by this Agreement, subject to our Privacy Policy and applicable law.
6.Additional Terms for Job Seekers
If you use the Platform as a Job Seeker, the Platform will process your Resume and info to match you with Listings and Employers. Although Employers can't search for individual Job Seekers, Employers receive matches too—including your Resume and info, if they fit a Listing. At your request, we will send you Job Alerts and submit your applications to Employers.
(a)
Overview
(i)
As a Job Seeker, you can (i) review the job listings (“Listings”) the Platform has matched to your Resume and profile information, (ii) use the Platform to search for Listings, (ii) apply to Listings (“Applications”), (iii) receive Listing alert emails or text messages, where such features are available to you (“Job Alerts”). In these Terms, “Resume” means a resume, CV ('curriculum vitae'), profile, references, recommendations, and other assessments or details of a person's experience and qualifications.
(ii)
Matches. When you create a Job Seeker Account and add your Resume or Profile information, the Platform will analyze the information you provide to help us match you with Listings and Employers that may interest you. See Matching Engine to learn more.
(iii)
Employers receive matches too, and you may be among them. When Employers use the Platform, the Matching Engine uses their Listings and hiring criteria to present matching Job Seekers. If the Matching Engine identifies you as a fit for a Listing, the Employer will be able to see and review your profile information and Resume
(iv)
Employers can't search for you. As of the Last Updated date, Employers can't search for Job Seekers by individual criteria, like a person's name. We will notify you specifically in advance if we launch any search functionality for Employers that could
(v)
To learn more about how we collect and use Job Seeker data, see our Privacy Policy.
(vi)
For as long as you comply with these Terms, we grant you a personal, worldwide, royalty-free, non-assignable, non-exclusive, revocable, and non-sublicensable license to access and use our Platform for purposes permitted by these Terms and applicable laws. This license and any authorization to access the Platform are automatically revoked in the event that you fail to comply with these Terms.
(b)
Matching Engine. By providing a Resume and providing Profile information, you understand and agree that the Platform will analyze your information to help identify Employers and Listings that may be a good fit for your skills, location and background. Our Privacy Policy describes how we analyze this data with particularity, so please read it to understand all the ways we use your information. The ways the Platform analyzes Job Seeker information may evolve as we improve its methods, but you specifically consent to our:
(i)
matching information that are present or implied in your Resume, Profile, Applications or other materials (like words, locations, roles, skills, or certifications) to information present or implied in Listings, Employer information or other Applications.
(ii)
parsing your Resume, Profile, Applications or other materials into other formats to enable better analysis. Parsing is nondestructive and your information and Resumes will continue to be accessible in their existing form.
(iii)
presenting Employers with your Resume and profile information if you are identified as a good match for a Listing.
(iv)
indexing insights gleaned from these processes to improve our ability to suggest and recommend Employers to Job Seekers and vice-versa.
(c)
Applications
(i)
In general. When you apply to a Listing, if your selected Resume and Profile meet all Listing requirements, we will send that Resume, your Profile and any Listing-specific responses (which collectively form your“Application”) to the Employer which posted the Listing. By submitting your Application, you give us permission to share your information (including your Resume) with the Employer that posted the Listing. You should therefore ensure that your Application only contains information that you are comfortable sharing.
(ii)
Removing an Application. Although we plan to support removal of Applications on a case-by-case basis in the future, as of the Last Updated date, the only way to remove an Application after submission is to delete your Account. See Deletion above.
(iii)
Status. The progress of your Application may be tracked through an applicant tracking system (“ATS”), whether provided by the Platform or the Employer or through multiple ATS in parallel. When an Employer uses the Platform's ATS to track your Application, you will be able to view the status of your Application, while you are a candidate and to the extent the Employer provides that information to the Platform. Employers are solely responsible for their hiring, including updating the Platform ATS, if they use it. As a result, any status information you see may be incorrect or out-of-date. We do not control any third-party ATS that Employers may use to process Applications, and you will not see the status of any Application managed through any other ATS.
(iv)
Up-to-date information. Important: It is your responsibility to ensure that your Profile information and the main Resume associated with your account is always updated, current and accurate before you apply to a Listing, so an employer receives the most up-to-date information about you. You can update your resume in the “Profile” tab of your account to keep your information up to date for when you apply to each opportunity and for when employers view your current profile.
(v)
No guarantee. If you ask us to submit a message to any Employer or user or if you apply to a Listing using the Platform, you accept that we do not guarantee that the recipient entity will receive, access, view, or respond to your requests or Applications, or that the transmission of data will be error-free. Any screener questions provided by the Employer in connection with a Listing are entirely in the control of the Employer and if you require alternate screener questions or a different application process, you must contact the Employer directly. If you are unable to contact the Employer, contact us . You understand and agree that Platform is in no way responsible for the selection criteria or job qualifications that any Employer uses, and you hereby agree to indemnify and hold us harmless from any allegations or claims that any Employer is applying discriminatory or unlawful criteria in its job postings or hiring practices.
(vi)
Confidentiality. Additionally, although we request that Employers maintain the confidentiality of the Applications and Resumes they receive through the Platform, we cannot and do not guarantee that the information you provide will be held in confidence or properly secured by the applicable recipient. In using the Platform, you agree that you will not seek to hold us responsible for any recipient's disclosure of your confidential information. For more information about Application data, see our Privacy Policy.
(d)
Scams; Due Diligence; Risks
(i)
You are solely responsible for your interactions with Employers and other users who you contact or who contact you. Communicating with other users and Employers has real risks, and we can't eliminate them. This includes risk of physical harm, that may arise when dealing with strangers, including persons who may be acting under false pretenses. You should therefore use caution when you choose what information to provide as part of your profile information and Resume or in any Application. Only list the contact information that you are comfortable disclosing to Employers and other users of the Platform.
(ii)
You should conduct your own due diligence on potential employers and Listings that may be of interest to you. We do not authenticate users or guarantee that a Listing is suitable, legitimate or real.
7.Additional Terms for Employers
If you use the Platform to post or advertise Listings or otherwise solicit Job Seekers, then you must follow our Content Rules and only use Job Seeker information legally and appropriately.
(a)Overview
(i)
When you use the Platform using an Employer Account, post a Listing or otherwise receive any Jobseeker Data (as defined below), you must comply with these Additional Terms for Employers and you agree to the terms of our Employer Data Processing Addendum.
(ii)
If you buy a Subscription or otherwise purchase paid services on the Platform, your purchase is governed by our Purchase Terms for Employers below.
(iii)
During your Free Trial period and any applicable Subscription or Product term, we grant you and your Authorized Users a personal, worldwide, royalty-free, non-assignable, non-exclusive, revocable, and non-sublicensable license to access and use the Platform features purchased by you for the purposes permitted by these Terms and applicable laws. We may suspend or revoke this license and any authorization to access the Platform in the event that you or any of your Authorized Users fail to comply with these Terms.
(b)Abeyance Period.
(i)
When you first enroll as an Employer, before the Matching Engine will provide Job Seeker information to you, the Platform takes steps to verify the authenticity of your business. We may also require supplemental information from you. This is typically a quick process, and may not result in any delay at all in providing any Platform features to you.
(c)Listing Rules
(i)
With respect to all employee and contractor roles that you submit, make available, provide, post or distribute through the Platform, whether on your own behalf or on behalf of a third party (“Listings”), you represent and warrant that (i) the content of your Listings complies with advertising standards and applicable laws, including employment and privacy laws, in your jurisdiction and the jurisdictions in which the vacancies are located; (ii) you have the necessary rights to permit the publication and use of Listings by the Platform pursuant to this Agreement; (iii) the use, reproduction, distribution or transmission of Listings will not violate any applicable laws or any rights of any third parties, including, but not limited to, infringement of any copyright, trademark, or other proprietary right, false advertising, defamation, any other right of any person or entity and (iv) you have the authority to grant permission to us to wrap or collect Listings from the third party sources you instruct and authorize us to republish on the Platform, our performance of your request will not cause us to violate the rights of any third party. You understand and agree that you are solely responsible for any liability arising out of publication of Listings or material at the destination of outside links contained in your Listings.
(ii)
Prohibited Listing content. You agree to comply with our Job Listing Rules in addition to all of the provisions of these Terms. Please review the Job Listing Rules in full to make sure that your Listings do not violate the Rules.
(iii)
Compliance with law. Additionally, Listings must comply with applicable local, national and international laws, and regulations including, but not limited to, those relating to labor and employment, equal employment opportunities and anti-discrimination (or the equivalent in the country that the Listings are made available, posted or distributed), and pay disclosure and pay equity.
(d)Publication and Distribution of Listings
(i)
By submitting Listings to the Platform (whether or not during a Free Trial), you agree that we are under no obligation to accept, publish, or distribute your Listings. We may require some Listings or Recruiters to be reviewed and/or verified to prevent fraud or abuse of the Platform, improve our Platform, or for any other reason in our sole discretion. In addition, we may publicly disclose the number of Listings that you have posted during any time period of measurement.
(ii)
We do not guarantee any responses, or the number of responses, to your Listings, including, without limitation, views, clicks, or applications, or that any responses will be from individuals suitable for the job vacancy you advertised. We make no guarantee as to the quality of candidates that you will receive as a result of your Listing. You are solely responsible for interviewing, performing background and reference checks on, verifying information provided by, and selecting an appropriate candidate. In certain cases, entities in the Distribution Channels may require that you agree to additional service policies in order to allow your Listing to be distributed on or via their services, and you hereby agree to such additional service policies as they apply to the distribution of your Listings.
(e)Authorized Users
(i)
You must limit access to the number of users that are allowed under your account to those permitted under your selected Subscription Plan (each, an "Authorized User"). You are responsible for all activity, acts or omissions of anyone accessing the Platform under your account, including Authorized Users. Additionally, you agree that: (i) you will not share log-in credentials and account information with third parties; (ii) you will not sell or sublicense access to your account or the Platform; (iii) you will not charge, or receive payment, in cash or in kind, from any individual or entity for use of, or access to, any portion of the Platform; (iv) you will ensure that Authorized Users comply with this Agreement and any other agreement that you have with us; (v) you will immediately notify us of any suspected or alleged violation of this Agreement, including any unauthorized use of any password or account information, or any other known or suspected breach of security; and (vi) you will cooperate with us with respect to investigation of any suspected or alleged violation of this Agreement and any action we take to enforce this Agreement.
(ii)
Any posting of Listings or interactions with Job Seekers through the Platform shall happen only by an Authorized User. Any interactions that you have with the Platform or our personnel, including any suggestions, recommendations, or other information provided to help support or improve your experience with the Platform, are provided only as a courtesy and without warranty. You are responsible for your use of the Platform, including without limitation any content included in your Listings, compliance with laws, and interactions with Job Seekers.
(iii)
We may suspend, limit, condition, or terminate an Authorized User's access to the Platform or any features thereof, in the event that we reasonably determine that such Authorized User has violated this Agreement or appears likely to do so.
(f)Permitted Use
(i)
Subject to the terms of this Agreement, during your Subscription, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access the Platform and use the Matching Engine and, if your Subscription or purchase includes access to the Platform ATS, the Platform ATS, for the sole purpose of seeking potential employment candidates for legitimate employment opportunities and tracking Applications. You may not use or access the Platform or any Jobseeker Data for any other purpose.
(ii)
You shall not use any automated computer programs or software to download Resumes or to extract Jobseeker Data (defined below) and shall not resell or sub-license access to the Platform (or any portion thereof) or any resume (including Jobseeker Data contained therein). You further agree that you shall not use the Platform or its contents to market or sell products or services to the data subjects whose information is presented or tracked by you through the Platform.
(iii)
Notwithstanding anything to the contrary in this Agreement, we reserve the right to limit the amount of information (including resume views and downloads), that may be accessed in any time period to mitigate any overload to the Platform or in response to any unusual or abusive activity through the Platform. You may not use the Platform in any manner that adversely affects our business, imposes an unreasonable or disproportionately large load on the Platform' infrastructure, or interferes with the ability of others to access the Platform. If a Job Seeker requests removal of personal information or deletes or changes their profile information, Resume or Account, we reserve the right to block access to and/or remove the corresponding data from the Platform and the Platform ATS.
(iv)
You accept that we do not verify whether any telephone number in Resume data is a landline or a cell phone number, and it is your responsibility to ensure that any communication with the data subject of the Resume is in compliance with applicable laws related to telephone calls, automated dialing, SMS, spam and unsolicited communications.
(v)
You represent, warrant and promise that: (i) you will use the Platform and the personal information contained within any Resumes or Job Seeker profiles (collectively, "Jobseeker Data"), in accordance with applicable communication, privacy and data protection laws; (ii) you shall not further disclose any Jobseeker Data from Platform to a third party, unless you are an authorized recruitment agency, staffing agency, or job advertising agency acting on behalf of a client, and you are accessing the Resumes to source candidates on behalf of your clients for legitimate employment purposes, and such disclosure falls within the scope of the appropriate Subscription or purchase for the Platform; (iii) you will implement appropriate physical, technical, and administrative measures to protect Jobseeker Data from loss, misuse, unauthorized access, disclosure, alteration or destruction, and you will notify us immediately in the event of any suspected or actual unauthorized access or disclosure of Jobseeker Data; you will not use contact information from Jobseeker Data to send communications regarding promotions and/or advertising of your or a third party's products or services, or to contact or source Job Seekers for careers fairs and business opportunities; and (v) you will respect the privacy choices of Job Seekers.
(vi)
We make no representations or warranties regarding any content provided or generated by third parties, including Resumes. You accept that we act as a passive intermediary of Resumes and have no obligation to screen Resumes, verify the identity of the person submitting a Resume, or verify the accuracy of the data or content contained in Resumes. It is your responsibility to conduct due diligence as regards the individual Job Seeker in each Resume. We do not guarantee any response or the number of responses to your Listings or that any responses will be from individuals suitable for the job vacancy you advertised. It is your responsibility to carry out such checks and procedures as are necessary to ensure that individuals who respond to your Listings have the required qualifications to meet your requirements.
(g)Job Seekers
(i)
We may inform Job Seekers that you have taken an action with respect to a Resume or an Application, including as tracked through the Platform ATS. Job Seekers can view their individual Application status with respect to a Listing, such as any applicable interview round. You agree to deal fairly and professionally with individuals who may respond to your Listing.
(f)Using an ATS or Other Partner Platform
(i)
Whether you use our ATS, your own ATS or a third-party ATS, you understand and agree that to the extent any personal information transferred to the ATS falls within the scope of the California Consumer Privacy Act (“CCPA”) or any applicable data protection law, the ATS is processing the personal information on your behalf pursuant to a written agreement between you and the ATS that includes all terms necessary for the ATS to qualify as a service provider or processor as those terms (or similarly used terms) are defined under the CCPA or applicable data protection law.
(ii)
If you access or use the Platform through a third-party platform, such as, without limitation, third-party platforms applicable to our resellers, applicant tracking system partners, job board partners, or other strategic partners (each, a “Partner Platform”), you understand and agree that you will only post Listings in connection with hiring employees for your own organization, and you will only use the Platform in connection with hiring employees for your own organization. We reserve the right, as determined in our sole discretion, to reject or disable your use, or any portion of your use, of the Platform through a Partner Platform if you post a Listing in connection with hiring an employee for an organization other than yours or if you use the Platform in connection with hiring an employee for an organization other than yours, whether or not you are a job board, staffing agency, recruiter, recruitment advertising agency, or other recruitment-based entity.
(i)Removal of Listings and other content
(i)
You acknowledge and agree that we may, with no liability or penalty, remove any Listing or other content, communication or information posted, which in our sole judgment, violates or may violate this Agreement, applicable laws, rules or regulations, or third party terms; or may adversely affect us; or is false, inaccurate, misleading, deceptive, fraudulent, libelous, defamatory, immoral, offensive, obscene, pornographic, disruptive, threatening, abusive or illegal; or which may violate or lead to the violation of the rights of, or harms or threatens the safety and privacy of any third party.
8.Purchase Terms for Employers
As an Employer, you can purchase paid services as Subscriptions or standalone products. Subscriptions automatically renew until you cancel. We do not charge Job Seekers to use the Platform.
(a)General. Employers may purchase paid Platform services as subscriptions of various durations (“Subscriptions”) or as a-la-carte purchases (collectively,“Products”). Our Subscriptions generally include a fixed number of Authorized Users, which can be increased by changing your Subscription or purchasing additional Authorized User accounts as standalone Products. If your Order Form conflicts with these Terms, your Order Form overrides and controls over any conflicting provisions of these Terms to the extent of the conflict.
(b)Subscriptions.
(i)
Duration. Our Subscriptions are continuous. Subscriptions begin the date you first purchase a Subscription and renew on a recurring basis for periods of the same duration as your initial Subscription period until cancelled. However, your Subscription will not automatically renew if you are in dispute with us, or if you have previously requested a chargeback that we have successfully challenged.
(ii)
Pricing changes. We reserve the right to change the cost of our Subscriptions at any time. Any change will only become effective only after the expiration of your current Subscription period and after we provide you with notice of such change no fewer than fifteen (15) days before the end of the then-current Period. See Cancelation below for details on how to cancel a Subscription. Cancellations are effective at the end of your current Subscription period.
(iii)
Cancelation. To cancel a Subscription: log into the Account which purchased the Subscription, click or tap “Billing” and select “Cancel subscription”. You may also contact us to cancel a Subscription. Following any cancelation, you will continue to have access to the paid Platform services through the end of your current Subscription term or Product period.
(iv)
Free Trials. We may offer you a free trial of certain Subscriptions for a limited period of time. The specific terms of your free trial will be provided in the offer at registration. At the end of your free trial, we (or our Payment Processor) will begin billing your payment method on a recurring basis for your Subscription (plus any applicable taxes and other charges). We will notify you of upcoming Subscription conversion to the extent required by applicable law based on your billing location. See Cancelation above for help with canceling a free trial. Please note that you may not receive a notice from us that your free trial is ending or that the paid portion of your Subscription has begun. We reserve the right to modify or terminate free trials at any time, without notice, in our sole discretion.
(c)Direct Purchases.
(i)
Payments. You agree to pay us, during the Initial Term or each month as applicable depending on your Subscription, all fees for the Products you order, as set forth on the payments page or order summary presented on the Platform. You must complete payment for your paid Platform services through our third-party payments provider (“Payment Processor”). You will ensure that a valid and current payment method is available for payment of any recurring Subscription fees. You are responsible for ensuring the billing information you provide to us is accurate.
(ii)
Taxes. Subscriptions may be priced to add or include applicable local taxes (such as sales taxes or VAT), as presented to you at the time of your Subscription offer.
(iii)
No Refunds. Payments for Products are non-refundable and there are no credits for partially used periods.
(iv)
Billing Issues and Support. Notify us of any billing problems or issues as soon as you become aware of them. We will make every effort to assist you with any billing questions - just billing@scalis.ai.
(d)Promotional Codes. We may offer certain promotional, referral, discount, and coupon codes or similar offers (“Promos”) that may be redeemed for discounts on future Products or other features related to the Platform, subject to any additional terms that the Company establishes. You agree that Promos: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by the Company; (d) may be disabled or have additional conditions applied to them by the Company at any time for any reason without liability to the Company; (e) may only be used pursuant to the specific terms that the Company establishes for such Promos; (f) are not valid for cash or other credits or points; and (g) may expire prior to your use.
9.Disclaimers, Limits on Liability & Indemnification
Our Platform are provided “as is” and we do not make, and cannot make, any representations about the content or features of our Platform. As we do not host our online-only ATS, you should maintain any ATS information in a parallel system.
(a)Warranties.
(i)
Except as stated elsewhere in these Terms, the Platform and all content are provided “as is” without warranty of any kind. To the fullest extent permitted by law, we disclaim all warranties, whether express or implied, including the warranties of merchantability, title, non-infringement of third parties' rights, or fitness for a particular purpose, including any warranty that the Platform or the Platform ATS will meet your uptime, availability or data-preservation needs.
(ii)
Use of the Platform and the transmission of content and messages through the Platform is done at your own discretion and risk. No advice or information, whether oral or written, obtained by you from us or through the Platform shall create any warranty not expressly stated in these Terms.
(iii)
The Platform ATS is hosted through third-party servers and is only available online. We strongly recommend using a parallel system to maintain ATS information. Unless you maintain ATS information outside the Platform, you may not be able to access or retrieve it again, such as if the Platform ATS or any data therein become unavailable, corrupt, irretrievable, lost or erased, whether due our actions or omissions or those of a third party.
(iv)
Some jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. To the extent permissible, any implied warranties that cannot be excluded are limited to ninety (90) days, or such longer period as applicable law requires.
Each party's liability to the other party is limited by this section, except for certain excluded claims, including third-party claims triggering indemnification obligations.
(b)Limitations of Liability. Except for Excluded Claims, to the fullest extent allowed by applicable law, under no circumstances and under no legal theory will either of us be liable to the other with respect to the subject matter of this Agreement for:
(i)
Any indirect, special, incidental, or consequential damages of any kind, or
(ii)
Any amount, in the aggregate, in excess of the greater of (1) $100 or (2) the amounts paid and/or payable by you to us for Products in the six-month period preceding the applicable claim.
(c)Excluded Claims. “Excluded Claims” means only (1) any obligations under Indemnification below and (2) any Employer violations of the Additional Terms for Employers or the Data Processing Agreement.
(d)Indemnification. To the fullest extent allowed by applicable law, you agree to defend, indemnify and hold harmless Scalis LLC, its affiliates, officers, agents, employees, and partners from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any third party claims relating to (i) your use of the Platform (including any actions taken by any of your Authorized Users or any other third party using your access), and (ii) your violation of this Agreement or of any law, including but not limited to any Job Seeker claims for discriminatory or unlawful hiring, pay or other employment practices. In the event of such a claim, suit, or action, we will notify you using the contact information in your Account (provided that failure to deliver such notice will not eliminate or reduce your indemnification obligations hereunder).
10.Dispute Resolution
In the unlikely event that we have a legal dispute, here is how the parties agree to proceed, except where prohibited by applicable law.
(a)
In general. Any dispute, claim, or controversy between you and us (that is not resolved informally or pursued in small-claims court, as provided below) that arises from or relates in any way to this Agreement (including any alleged breach of this Agreement), the Platform, or our relationship with you (collectively, “Dispute”), shall be exclusively resolved through BINDING INDIVIDUAL ARBITRATION, except as specifically provided otherwise in this Dispute Resolution section.
(b)
Informal Process First. You agree that in the event of any Dispute between you and us, you will first contact us and make a good faith sustained effort to resolve the Dispute before pursuing arbitration or small claims court.
(c)
Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Company's services and/or products, including the Platform, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Streamlined Commercial Arbitration Rules and Procedures, including, only if you are a Job Seeker, its Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness (the “JAMS Rules”) then in effect. If you are Employer, the seat of the arbitration will be Miami, Florida. ARBITRATION WILL BE HANDLED BY A SOLE ARBITRATOR IN ACCORDANCE WITH THE JAMS RULES. JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED IN ANY COURT THAT HAS JURISDICTION. ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS - CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION. Notwithstanding the foregoing, you and the Company will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.
(d)
Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If you are a Job Seeker who qualifies as a consumer under the JAMS Rules, the Company will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.
(e)
Job Seeker Opt-Out. If you are a Job Seeker, you have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to optout@scalis.ai or to the U.S. mailing address listed under Contact us. The notice must be sent within thirty (30) days of your registering to use the Platform or agreeing to these Terms; otherwise, you will be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, we also will not be bound by them.
11.General
(a)
Feedback. Any comments, feedback, notes, messages, ideas, suggestions or other communications (collectively,“Feedback”) you send us are our exclusive property. By submitting Feedback, you assign any and all intellectual property rights in the Feedback to us.
(b)
Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
(c)
Modifications of Platform. We may change or discontinue any aspect, service or feature of the Platform at any time, in our sole discretion.
(d)
Choice of Law. These are governed by and construed in accordance with the laws of the State of Delaware, without resort to its conflict of law provisions. You and the Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.
(e)
No Third-Party Beneficiaries. The parties agree there are no third-party beneficiaries intended under this Agreement.
(f)
No Joint Venture. The parties are independent contractors. You are not an employee, agent, partner, or joint venturer of Scalis LLC. An Employer and a Job Seeker may only form an employment or service-providing relationship by reaching an agreement between each other. Scalis is not and will not be a party to any relationship an Employer and Job Seeker may form. Nothing in this Agreement permits any other party to deem or construe Scalis as a joint employer with any other party, whether by or with any Employer or Job Seeker.
(g)
Interpretation. Any obligation in this Agreement on a party not to do something includes an obligation not to agree or allow that thing to be done. Any words following the terms “including”, “include”, “in particular”,“for example”, “such as” or any similar expression are illustrative, non-exhaustive and do not limit the sense of the words, description, definition, phrase or term preceding those terms.
(h)
Waiver. The failure of either party to exercise, in any way, any right herein does not waive any further rights hereunder.
(i)
Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that this Agreement shall otherwise remain in full force and effect and enforceable.
(j)
Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding between the parties as to its subject matter, and it supersedes and cancels all previous written and oral agreements, communications and other understandings relating thereto.
(k)
Force Majeure. In no event will we be liable to you, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under the Agreement, to the extent such failure or delay is caused by any circumstances beyond our reasonable control.
Acceptable Use Policy
Last Updated: November 7, 2023
This Acceptable Use Policy (this “Policy”) supplements our Terms of Service (the “Terms”) by describing prohibited uses of our Platform. Those Terms generally govern your use of Scalis.AI, operated by Scalis LLC (“Company”, “we” or “us”). All capitalized terms used but not defined in this Policy are defined in the Terms.
1.Acceptable Use. While using the Platform, you may not:
(a)
use Jobseeker Data or Employer information for any reason that is not permitted under our Terms, such as by violating the Content Rules if you are an Employer;
(b)
download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Platform;
(c)
duplicate, decompile, reverse engineer, disassemble or decode the Platform, or attempt to do any of the same;
(d)
use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Platform;
(e)
use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify or affect the Platform;
(f)
exploit the Platform for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
(g)
access or use the Platform in any manner that could disable, overburden, damage, disrupt or impair the Platform or interfere with any other party's access to or use of the Platform or use any device, software or routine that causes the same;
(h)
attempt to gain unauthorized access to, interfere with, damage or disrupt the Platform, or the computer systems or networks connected to the Platform;
(i)
circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Platform;
(j)
use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, mines, scrapes or otherwise accesses the Platform to monitor, extract, copy or collect information or data from or through the Platform, or engage in any manual process to do the same;
(k)
introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
(l)
use the Platform for illegal, harassing, unethical, or disruptive purposes;
(m)
violate any applicable law or regulation in connection with your use of the Platform; or
(n)
access or use the Platform in any way not expressly permitted by these Terms.
2.Updating this Policy. As described in the Terms, we may update this Policy at any time in our sole discretion. If we make substantial changes to this Policy, we will do our best to notify you, by providing notice through the Platform, and by updating the Last Updated date above. By continuing to access or use the Platform after the Last Updated date, however, you acknowledge and agree that the current version of this Policy applies to your use of the Platform.
Job Listing Rules
Last Updated: November 7, 2023
These Job Listing Rules (“Rules”) apply to any job listing, and its content, provided or made available by an Employer (including by its Authorized Users) through the Platform. Our Terms of Service (“Terms”) govern these Rules and define any capitalized terms not defined herein.
No Listings or any resulting application process may:
1
contain inaccurate, false, or misleading information;
2
contain "hidden" keywords or keywords that are irrelevant to the job opportunity being presented;
3
sell, promote or advertise products or services;
4
endorse a particular political party, political agenda, or political position or promote a particular religion;
5
advertise job openings located in countries subject to economic sanctions of the United States or Canadian governments, except where permitted by applicable law;
6
require the applicant to provide information relating to his/her (a) racial or ethnic origin, (b) political beliefs, (c) religious beliefs, (d) membership of a trade union, (e) physical or mental health, (f) sexual life, (g) the commission of criminal offences or proceedings, or (h) age; (vii) contain content or links to content that exploit people in a sexual, violent or other manner, or solicits personal information from anyone under the age of 16; (viii) includes any screening requirement or criteria where such requirement or criteria is not a bona fide occupational requirement for the role;
7
involve any franchise, pyramid scheme, "club membership", distributorship, or multi-level marketing opportunity or requires recruitment of other members, sub-distributors or sub-agents;
8
requires applicants to pay to apply, pay for training, pay for training materials, or pay for samples;
9
contain content that violates applicable laws;
10
mislead or deceive Job Seekers about the basis of compensation for the Listing (such as a commissions-only role whose Listing fails to clearly state that the available job pays commission only and clearly describes the product or service that the Job Seeker would be selling);
11
except as required by law, government contract or to perform the duties described in the Listing, requires citizenship or lawful permanent residence in a particular country; or
12
contain links to any site competitive with the Platform, other than to an actual job posting.
Remedies. Scalis may take any action it deems reasonably necessary, in its sole discretion and in accordance with the Terms, to remedy any violation of these Rules.
Reporting violations. If you believe that any content on our Platform, violates the Content Rules, please email us with 'Violation of Content Rules' in the subject line.
Updating this Policy. As described in the Terms, we may update this Policy at any time in our sole discretion. If we make substantial changes to this Policy, we will do our best to notify you, by providing notice through the Platform, and by updating the Last Updated date above. By continuing to access or use the Platform after the Last Updated date, however, you acknowledge and agree that the current version of this Policy applies to your use of the Platform.
