Terms of Service

Contractual Relationship

Laila Technologies Inc. ("Laila", "we", or "our"). These Terms of Service contain the terms and conditions that govern all use of the Platform, the Services (as defined below) and all content, services and/or products available on or through the Platform (collectively, the "Services"). The Services are offered to you subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies the Guidelines (as defined below) and any future modifications, and procedures that may be published from time to time on the Platform or otherwise made available to you on or through the Services (collectively, the "Terms"). Please read these terms carefully, as they constitute a legal agreement between you and Laila. In these Terms, the words "including" and "include" mean "including, but not limited to."

By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you regarding the use of the Services. If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.

The following terminology applies to these Terms of Use and any or all Agreements: "Customer", "You" and "Your" refers to you, the person accessing Laila's Services and accepting the Company's Terms of Service. "The Company", "Ourselves", "We" and "Us", refers to our Company. "Party", "Parties", or "Us", refers to both the Customer and ourselves, or either the Customer or ourselves.

The Marketplace Platform & Services

Laila operates a multi-sided digital marketplace platform that is offered in a number of forms, including email, mobile, and/or web-based applications ("Applications"). Among other things, the Laila Marketplace Platform enables you to receive:

1. Services rendered by Laila that facilitate your connection to independent third-party providers, including contract recruiters ("Third Party Providers"), for the purchase of services or goods, such as staff recruiting services from those Third Party Providers.
2. AI-driven assessment services, including but not limited to HireGPT™, which assist in the recruitment process by suggesting questions, evaluating candidate responses, and aligning with customer criteria.
3. Any related content or services, including payment processing and customer support.

Collectively, these are referred to as "the Services."

You acknowledge that your ability to obtain recruiting services or any other services from third-party providers through the use of the Laila Marketplace Platform and services does not establish Laila as a provider of services. Only registered users can access the Laila Marketplace Platform; it is not open to the general public.

You acknowledge that independent Third Party Providers, including recruiters, are not actual agents, apparent agents, ostensible agents, or employees of Laila in any way.

You also acknowledge that any safety-related effort, feature, process, policy, standard, or other effort undertaken by Laila (whether required by applicable regulations or not), is not an indicia of an employment, actual agency, apparent agency, or ostensible agency relationship with an independent third-party provider.

Warranties & Dispute Resolutions

Warranties

Laila represents and warrants that the services provided by Third Party Providers shall be rendered with promptness and diligence and shall be executed in a workmanlike manner, in accordance with the practices and high professional standards used in well-managed operations performing services similar to the Services.

Talent Replacement

Customers may request the replacement of a Third Party Provider who does not meet performance and capability requirements, subject to any limitations set forth in the agreement between the customer and the Third Party Provider. Laila will facilitate this process to ensure customer satisfaction.

Dispute Period

You may file a dispute within 5 business days following the date of each conducted interview (the "Dispute Period").

It is the customer's responsibility to review the outcome of each conducted interview and to file any disputes within the Dispute Period.

Disputes handled by Laila can only address the services and the quality of the services provided if the work is submitted through a Laila Application or approved process. Any work performed by Third Party Providers that is not submitted through a Laila Application or approved process will not be covered by the warranty and cannot be disputed.

Dispute Process

You may file a dispute within the Dispute Period by either contacting an authorized Laila agent directly or through our support email address, support@laila.co. Laila will promptly review the invoice and work submitted and will determine whether an adjustment is appropriate consistent with the customer's and Third Party Provider's instructions.

Resolutions

We may choose to issue partial refunds, full refunds, offer credits for future Laila services, or provide other remedies.

Escalation Process

If a dispute is not resolved within the Dispute Period or to the satisfaction of the customer, then the customer or a Laila representative may escalate the issue to a senior management representative at Laila. The senior management representative will review the dispute and make a final determination within 10 business days of the escalation.

Frivolous Disputes

If a dispute is found to be frivolous or made in bad faith, Laila reserves the right to take appropriate action, including but not limited to, terminating the customer's account.

Limitation of Liability

Laila's total liability for any claim arising out of or relating to the Services shall not exceed the amount paid by the customer for the Services that are the subject of the claim.

Quality Assurance

Laila will conduct periodic quality checks on the services provided by Third Party Providers to ensure they meet the standards set forth in these Terms.

Non-Circumvention

You agree not to circumvent Laila's role as an intermediary by directly engaging with Third Party Providers introduced through the Laila platform for the same or similar services. Any attempt to circumvent Laila's role may result in Laila applying the Buyout Fee provision, and/or immediate termination of your account.

Payment

General Payment Terms

You understand that use of the Services may result in charges to you for the services or goods you receive ("Charges"). Laila will facilitate your payment of the applicable Charges for services or goods obtained through your use of the Services. Charges will include applicable taxes where required by law. Charges may also include other applicable fees, such as, but not limited to, cancellation fees.

Tax Responsibility

Unless otherwise indicated, you are responsible for any taxes (other than Laila's income tax) or duties associated with the sale of the services or goods, including any related penalties or interest (collectively, "Taxes"). You will pay Laila for the Services without any reduction for Taxes. If Laila is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide Laila with a valid tax exemption certificate authorized by the appropriate taxing authority.

Payment Methods

Check, ACH Transfer, and Wire Transfers are all acceptable methods of payment.

Standard Payment Terms

Unless otherwise agreed upon in writing, our standard payment terms are 50% upfront and 50% after all interviews are completed or when the job is marked as closed. Payment in full is due within fourteen (14) days of the completion of services or closure of the job.

Automatic Job Closure

If no interviews are conducted by the customer for a given job within 30 days from the date the job requisition was opened, despite Laila and the Third Party Provider fulfilling their service obligations, the job may be marked as closed and fulfilled, at Laila's discretion. The customer will be billed for the full amount of the job as per the agreed-upon terms of payment.

Invoice and Refunds

All Charges and payments will be facilitated by Laila using the preferred payment method designated in your Account. Charges paid by you are final and non-refundable, unless otherwise determined by Laila.

Late Payments

We reserve the right to seek recovery of any monies remaining unpaid sixty days from the date of the completion of services or closure of the job via collection agencies and/or through the Small Claims Court if the outstanding balance does not exceed $3000. The non-prevailing party shall be liable for any and all additional administrative, legal, and/or court costs.

Returned Checks

Returned checks will incur a $25 charge to cover banking fees and administrative costs. In the instance of a second returned check, we reserve the right to terminate the arrangement and insist on future prepaid transactions only.

Interest on Late Payments

• For United States-based customers: Monies that remain outstanding by the due date may incur late payment interest at the rate of 3% above the prevailing Federal Funds Target Rate on the outstanding balance until paid in full.
• For non-United States-based customers: Monies that remain outstanding by the due date may incur late payment interest at the rate of 3% above the prevailing Bank of England's base rate on the outstanding balance until paid in full.

Buyout Fee

If a customer desires to directly hire or engage with a contract recruiter ("Third Party Providers") who was initially introduced via the Laila platform, a Buyout Fee shall apply. This Buyout Fee is calculated based on the Third Party Provider's estimated annual compensation for the services they will provide. Specifically, the Buyout Fee will be a one-time charge equal to 25% of the Third Party Provider's estimated annual compensation. This Buyout Fee will be applicable for up to 2 years following your last engagement with the Third Party Provider through Laila.

Privacy Statement

We are committed to protecting your privacy. Authorized employees within the company use any information collected from individual customers on a need-to-know basis only. We employ advanced security measures, including encryption, detailed file access logs, and real-time monitoring services, to ensure the best possible service and security to our customers.

Model Training

We use data to train our AI models to improve the services we offer. All data used for this purpose is anonymized and stripped of any personally identifiable information to ensure individual privacy. The data is used solely for the purpose of enhancing the AI algorithms and is not shared with third parties.

We will investigate any unauthorized access or data breaches with a view to prosecuting and/or taking civil proceedings to recover damages against those responsible.

Confidentiality

Scope

Customer records, including but not limited to recruitment data, interview records, candidate information, intake processes, and behavioral and value assessments, as well as any proprietary business information, trade secrets, or other sensitive data, are regarded as confidential ("Confidential Information").

Definition of Customer Records

In these Terms, "Customer Records" refers to all data, information, and records that are provided by you or generated in the course of using Laila's Services. This includes, but is not limited to, recruitment data, interview records, candidate information, intake processes, behavioral and value assessments, as well as any proprietary business information, trade secrets, or other sensitive data.

Obligations

Confidential Information will not be divulged to any third party, unless legally required to do so to the appropriate authorities. All parties agree to take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information.

Customer Rights

Customers have the right to request access to any and all Customer Records we keep, provided that we are given reasonable notice of such a request. Customers are requested to retain copies of any literature issued in relation to the provision of our services.

Use of Personal Information

We will not sell, share, or rent your personal information to any third party or use your e-mail address for unsolicited mail. Any emails sent by Laila will only be in connection with the provision of agreed services and products.

Legal Obligations

If legally required to do so by a court order, subpoena, or similar legal process, we may disclose Confidential Information to the appropriate authorities.

Defend Trade Secrets Act

Pursuant to the Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

General

Any questions relating to the Agreement which are not expressly or implicitly settled by the provisions contained in the Agreement shall be governed by and construed in accordance with the following:

The Agreement (and any further rules, policies or guidelines incorporated by reference therein) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by the Customer and Laila, any dispute arising out of or relating to the Agreement, or the breach thereof, shall be governed by the terms set forth below.

1. Disputes: In the interest of resolving any disputes that arise between you and either Laila in the most expedient and cost-effective manner, you and Laila agree that any and all disputes arising in connection with these Terms or your use of the Laila Services or any part thereof shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes but is not limited to all claims arising out of or relating to any aspect of these Terms or the Laila Services, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether the claims arise during or after the termination of your Account for the Laila Services. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT TO ARBITRATE, YOU AND LAILA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
2. Arbitration: Any arbitration between you and Laila will be governed by the Commercial Arbitration Rules and Mediation Procedures (collectively herein, "AAA Rules") of the American Arbitration Association (herein"AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Laila.
3. Fees: In the event that you commence arbitration in accordance with these Terms, Laila will reimburse you for your payment of the filing fee, unless your claim is for greater than $10,000, in which case the payment of any fees shall be decided by the AAA Rules. Any arbitration hearings will take place at a location to be agreed upon in Erie County, New York, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance based telephonic hearing, or by an in-person hearing as established by the AAA Rules. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Laila for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator's ruling on the merits.
4. No Class Actions: YOU AND LAILA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Laila agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
5. Data Security: Both parties agree to adhere to all applicable laws and regulations concerning the protection and use of personal data.
6. Intellectual Property: All proprietary algorithms, trademarks, and intellectual property remain the sole property of Laila. Unauthorized use is strictly prohibited.
7. Force Majeure: Neither party shall be liable for any failure to perform its obligations if such failure is caused by acts of God, natural disasters, or other uncontrollable events.
8. Notification Procedure: In the event of a Force Majeure, the affected party shall promptly notify the other party in writing, detailing the nature of the Force Majeure event, its anticipated duration, and the steps being taken to mitigate its impact. The affected party shall keep the other party regularly informed until the situation is resolved. Failure to provide prompt notification may result in the affected party being unable to claim relief for the Force Majeure event.

Termination

By Laila

Laila reserves the right to terminate or suspend your account and access to the Services at any time, without notice, for conduct that Laila believes violates these Terms or is harmful to other users of the Services, Laila, or third parties, or for any other reason. Laila further reserves the right to terminate or suspend your account if you have been inactive for an extended period, as determined by Laila.

By Customer

If you wish to terminate your account, you may do so by submitting a request through our customer support. Termination by you will not alter your obligation to pay all charges made to your account for services rendered up to the point of termination.

Effects of Termination

Upon termination, you will lose all access to the Services and any data or information stored within your account. Laila is not liable for any loss or damage following, or as a result of, termination of the Services.

Survival

Sections relating to Warranties & Dispute Resolutions, Limitation of Liability, Non-Circumvention, Payment, Confidentiality, and General, as well as any other sections that by their nature should survive, shall survive the termination of these Terms.

Notification of Changes

The Company reserves the right to change these conditions from time to time as it sees fit and your continued use of the service will signify your acceptance of any adjustment to these terms. If there are any changes to our privacy policy or terms of service, we will send notification by email or postal mail to any active customer affected by this change. Any changes to our privacy policy will be posted on our website 30 days prior to these changes taking place. You are therefore advised to re-read this statement on a regular basis.

These terms and conditions form part of the Agreement between the Customer and ourselves. Your accessing of this service and/or undertaking of a booking or Agreement indicates your understanding, agreement to and acceptance, of the Disclaimer Notice and the full Terms and Conditions contained herein.

Contact Information

For any questions about these Terms of Service or any other matter, please contact us at:

Last revised date: June 1, 2023