Terms of Service

Publication and effective date: August 12, 2024

Contractual Relationship

Laila Technologies Inc. (“Laila”, “we”, or “our”) provides these Terms of Service, which contain the terms and conditions that govern all use of the Platform, the Services, and all content, services, and/or products available on or through the Platform. 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” refer to you, the person accessing Laila’s Services and accepting these Terms of Service.

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

Warranty Disclaimer

Except as expressly provided herein, the services, support, technical services, and all related Laila services are provided “as is”. Laila, and our affiliates, suppliers, resellers, distributors, and vendors, make no other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Without limiting its express obligations, Laila does not warrant that your use of the services will be uninterrupted, error-free, secure, will meet your requirements, operate in combination with third-party services, or maintain customer content without loss. You understand that use of the services is at your own risk and that we provide the services on an “as is” basis “with all faults” and “as available.” You bear the entire risk of using the services.

Additionally, Laila is not liable for any actions, omissions, or failures of third-party providers, including freelance recruiters, or candidates during the interview process or after hiring through Laila’s platform. In addition, Laila shall not be liable for any indirect, incidental, consequential, special, or exemplary damages arising from or relating to the services. No advice or information, whether oral or written, obtained by you from Laila or through the services shall create any warranty not expressly stated in these terms. You may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.

Certain jurisdictions do not permit the exclusion of implied warranties or the limitation of statutory rights of consumers. Therefore, some of these exclusions and limitations may not apply to you.

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.

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. However, this does not create any additional warranties or extend liability beyond what is expressly stated in these Terms.

Nature of Claims and Failure of Essential Purpose

The waivers and limitations in this Section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.

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.

Limitation of Liability

Consequential Damages Waiver

Except to the extent prohibited by law, Laila, its affiliates, suppliers, or third-party providers shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of use, lost data, lost profits, failure of security mechanisms, revenue, goodwill, or interruption of business, arising out of or related to this Agreement.

Liability Cap

Except for Excluded Claims, Laila’s total liability to you for all claims arising out of or relating to the services provided under this Agreement shall not exceed the amount paid by you to Laila for the services in the twelve (12) months immediately preceding the event giving rise to such liability. These limitations and exclusions apply even if this remedy doesn’t fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything related to this Agreement, such as: (i) loss of customer data; (ii) any dispute with a third-party provider; (iii) delays or failures in starting or completing transmissions or transactions; (iv) claims for breach of contract, warranty, guarantee, or condition; (v) strict liability, negligence, misrepresentation, omission, trespass, or other tort; (vi) violation of statute or regulation; or (vii) unjust enrichment. Some or all of these limitations or exclusions may not apply to you if your state, province, or country doesn’t allow the exclusion or limitation of incidental, consequential, or other damages.

Excluded Claims

“Excluded Claims” means: (i) your breach of any restrictions on use of the services, (ii) either party’s breach of confidentiality obligations, (iii) amounts payable to third parties under your indemnification obligations, (iv) either party’s willful misconduct, (v) any liability that cannot be excluded or limited by applicable law.

Payment

General Payment Terms

You are responsible for any amounts due for your use of the Services that you agreed to or that were made known to you by Laila (such amounts, "Charges"). Charges may be based on a fixed rate for use of the Services (e.g., for a number of jobs and/or corresponding interviews), a recurring subscription fee with limits on the number of jobs and/or corresponding interviews available to you through the Services, or determined on another basis as provided to you by Laila. In each case, Laila will provide you with reasonable notice of the applicable Charges for your use of the Service. If you are unsure what Charges are applicable to your use of the Services, please contact us as provided below in the Section titled “Contact Information”. Laila will facilitate your payment of the applicable Charges. Charges will include applicable taxes where required by law. Charges may also include other applicable fees, such as, but not limited to, cancellation fees. We may, from time to time, make changes to Charges, and will communicate any price changes to you in advance. Price changes for a subscription to the Services will take effect at the start of the next subscription period following the date of the price change and, by continuing to use the Services after the price change takes effect, you will have accepted the new price. If you do not agree to a price change, you can reject the change by unsubscribing from the applicable subscription prior to the price change going into effect.

Tax Responsibility

Unless otherwise indicated, you are responsible for any taxes (other than Laila's income tax) or duties associated with your use of the Services, including any related penalties or interest (collectively, "Taxes"). You will pay Laila the Charges 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. Tax rates are based on the rates applicable at the time we invoice you. These amounts can change over time with local tax requirements in your country, state, territory, county, or city. Any change in tax rate will be automatically applied based on the account information you provide.

Payment Methods

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

Automatic Job Closure

If you do not conduct interviews 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. You will be billed for the full amount of the job. This automatic closure policy applies to jobs billed at a fixed rate and does not apply to jobs with a contingency-based payment structure.

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

You will be responsible for a $25 charge to cover banking fees and administrative costs of any returned checks. In the instance of a second returned check, we reserve the right to terminate the arrangement and require pre-payment of all Charges.

Interest on Late Payments

1. 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 or the maximum rate allowed by applicable law (whichever is lower) on the outstanding balance until paid in full.
2. 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 or the maximum rate allowed by applicable law (whichever is lower) 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. . For more detailed information about how we handle your data, please review our Privacy Policy available at https://www.laila.co/privacy-policy.

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 copies of the data they have explicitly provided during the use of Laila’s services and records of financial transactions conducted through the platform, provided that we are given reasonable notice of such a request and that the records pertain to the business relationship between the customer and Laila.

For the purposes of this section:

1. "Reasonable notice" is defined as a written request submitted at least 10 business days prior to the desired access date.
2. "Customer Records" includes only personal account information (such as user account details and contact information) and records of financial transactions.

Customers are requested to retain copies of any literature issued in relation to the provision of our services. Copies of personal account information will be provided for a period of six months from the date of the transaction or account activity. Copies of records of financial transactions will be provided for a period of one year from the date of the transaction. The data will be provided in a format of Laila’s choosing.

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.

Intellectual Property

All proprietary algorithms, trademarks, and intellectual property remain the sole property of Laila. Unauthorized use is strictly prohibited.

Laila retains all rights, title, and interest in and to the Service, including all software, data, and content provided as part of the Service. This includes, but is not limited to, any data collected or generated through the use of the Service, which may be used to develop, train, and improve Laila’s AI algorithms and other technologies.

Any data provided by customers that is used in Laila’s AI algorithms becomes part of Laila’s proprietary technology. Laila retains exclusive ownership of all AI algorithms, enhancements, and improvements derived from such data. Under no circumstances will customers have any rights or ownership interests in Laila’s AI technology, algorithms, or any intellectual property associated with the Service, regardless of the contribution of their data.

Customers are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service in accordance with these Terms. This license does not grant customers any ownership rights in the Service, data, AI algorithms, or any other intellectual property owned by Laila. Customers agree not to reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas or algorithms of any part of the Service.

Force Majeure

Laila shall not be liable for any failure to perform its obligations if such failure is caused by acts of God, natural disasters, or other uncontrollable events.

1. Notification Procedure: In the event of a Force Majeure, if Laila chooses to avail itself of the protection under this section, Laila shall notify the affected business customers in writing as soon as reasonably practicable, but no later than 15 business days after becoming aware of the Force Majeure event. The notification shall include a brief description of the nature of the Force Majeure event and its anticipated impact on Laila’s ability to perform its obligations. Laila shall notify the affected Customers in writing only if the Force Majeure event materially affects Laila’s ability to perform its obligations under this agreement. Laila shall use commercially reasonable efforts to mitigate the impact of the Force Majeure event and will provide updates to the affected Customers as necessary. The following events shall not require notification: routine maintenance, minor disruptions in service, or any event that does not significantly impact Laila’s ability to fulfill its obligations.

Indemnification by Customer

1. Customer Data: Customers agree to indemnify, defend, and hold harmless Laila, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any data provided by the customer to Laila. This includes, but is not limited to, claims that the data infringes, misappropriates, or otherwise violates the rights of any third party, or that the data is inaccurate, misleading, or violates any laws or regulations.
2. Hiring Decisions: Customers agree to indemnify, defend, and hold harmless Laila, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any hiring decisions made by the customer. This includes, but is not limited to, claims related to employment practices, wrongful termination, discrimination, or any other employment-related disputes.
3. Use of Services: Customers agree to indemnify, defend, and hold harmless Laila, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to the customer’s use of the services. This includes, but is not limited to, claims arising from the customer’s breach of these Terms, unauthorized use of the services, violation of any third party rights, or violation of any laws or regulations.

Prohibited Uses

To ensure the integrity and security of the Service, customers agree to adhere to the following restrictions and shall not:

1. Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas or algorithms of any part of the Service.
2. Use the Service in any manner that could damage, disable, overburden, or impair the Service, or interfere with any other party’s use of the Service.
3. Attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service through hacking, password mining, or any other means.
4. Use the Service to collect or store personal data about other users without their explicit permission.
5. Use the Service for any commercial purposes, such as operating a service bureau or providing the Service to third parties, except as expressly permitted by Laila.
6. Inappropriately link to the Service or frame any part of the Service without Laila’s prior written consent.
7. Use any automated means, such as bots or scripts, to access or manage the Service, outside of Laila’s official vendors and tooling.

Unauthorized use of the Service is strictly prohibited and may result in termination of your license to use the Service and potential legal action.

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.

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.

Affiliate Acceptable Use Policy

Affiliate Program

Laila may offer an affiliate program that allows approved affiliates (such as recruiters) to earn compensation for referring business customers or candidates to Laila’s services. Participation in the affiliate program is subject to Laila’s approval and compliance with the terms and conditions outlined in this section and any additional guidelines provided by Laila.

Compensation

Affiliates may earn compensation based on the successful referral of business customers or candidates to Laila’s services. The specific compensation structure, including payment rates and eligibility criteria, will be detailed in the affiliate agreement provided by Laila.

Affiliate Obligations

Affiliates must adhere to the following obligations:

1. Accurate Representation: Affiliates must accurately represent Laila’s services and not make any false or misleading statements.
2. Compliance with Laws: Affiliates must comply with all applicable laws and regulations in connection with their participation in the affiliate program.
3. No Unauthorized Activities: Affiliates must not engage in any activities that Laila deems inappropriate, including but not limited to spamming, unauthorized advertising, or any actions that may harm Laila’s reputation.

Termination

Laila reserves the right to terminate an affiliate’s participation in the program at any time, with or without cause. Upon termination, the affiliate will no longer be eligible to earn compensation for referrals made after the termination date.

Payment Terms

Payments to affiliates will be made in accordance with the payment terms specified in the affiliate agreement. Laila reserves the right to withhold payments if the affiliate is found to be in violation of these terms or any applicable laws.

Notification of Changes

The Company reserves the right to change these Terms from time to time by notifying you of such changes by any reasonable means, including by posting the revised Terms on the Service. For material changes, we will seek to supplement such notice by email, an in-service pop-up message, or other prominent notice within the Service, or other reasonable means. Your continued use of the service will signify your acceptance of any adjustment to these Terms.

You are responsible for ensuring we have an up-to-date, active, and deliverable email address for you. While we may provide notifications through various methods such as email and in-service pop-ups, we also recommend periodically visiting our website to check for any changes to these Terms. The publication and effective date of these Terms is as set forth above.

These terms and conditions form part of the Agreement between the Customer and Laila. 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: