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Terms of Service
The present document (hereinafter the “Terms of Service”) governs the terms and conditions as to the use of the platform Helio.AI [available at: https://www.helio-ai.com/]. The Platform represents an innovative recruiting management system that helps the companies find the best candidates. The Platform uses artificial intelligence for the purposes of automatization of certain processes.
The present Terms of Service comprises of “Privacy Policy” representing its integral and substantive part. In the event of any discrepancy between the Privacy Policy and the Terms of Service, the terms and conditions set forth under the Privacy Policy shall prevail.
Helio.AI is entitled to adopt the documents setting forth additional terms to be published on the web-site of Helio.AI. The said terms shall automatically become integral and substantive part of these Terms of Service.
Prior to using the Platform, please make sure to familiarize with the present terms. These terms are of binding legal nature. By selecting “I agree” you acknowledge and confirm that the relations between you and Helio.AI will be governed under this document.
1. Definitions
1.1. Helio.AI – means legal entity Helio.AI LLC – a limited liability company incorporated and operating under the laws of Georgia, identification code: 406404163 that owns the web-site https://www.helio-ai.com/ and is entitled to manage the Platform and execute the service under these Terms.
1.2. Platform – the software and web-site https://www.helio-ai.com/ that ensures management of the recruiting process. The Platform is owned by Helio.AI.
1.3. Service/Services – the functions, operations that can be executed through the Platform by the Company. The list of the Services, the scope of use and the fees are set out in the agreement to be executed by Helio.AI and the Company.
1.4. Company – a legal entity or any other type of organizational entity, administrative entity or other legal subject that creates an Account on the Platform.
1.5. Candidate – a natural person that uses the Platform for the purposes of being engaged in the recruiting process and seeking employment.
1.6. Customer – means the Company.
1.7. Third Party – individual or legal entity, any other type of organizational entity, administrative body or other legal subject, save for the Customer and Helio.AI.
1.8. Account – upon the Customer’s registration on the Platform, the private space of the Company that enables the Company to use the Platform and uses the Services in relation to the Platform.
1.9. Package Plan – certain Services for the usage whereof for limited period the Company pays the respective fee. The Package Plan is determined on an individual basis and is determined under the agreement concluded with the Company.
1.10. E-mail – current e-mail related to the Customer that is in possession of such Customer.
1.11. Mobile Number – current mobile number related to the Customer that is in possession of such Customer.
1.12. Agreement – the present document, “Privacy Policy” and other documents that govern the relations between the Customer and Helio.AI.
1.13. Recruiting – the processes that entail the process of seeking and attracting candidates.
1.14. Recruiter or Authorized User – the employee of the Company/authorized natural person that uses the Platform on behalf of the Company, is engaged in the recruiting process on behalf of the Company and acts on behalf of the Company and represents the interests thereof.
1.15. CV – the information uploaded by the Candidate and/or filled in by the Recruiter in relation to the Candidate that relates to the Candidate, his/her professional experience, skills, employment history and other information related to the Candidate that may also entail the personal information of the Candidate.
1.16. Job Opening – description of the job, position or role of the employee or service provider that is created/placed by the Company on the Platform.
1.17. AI – Artificial Intelligence that is built in the Platform and is used for the purposes of optimizing certain processes of the Platform.
1.18. Non-Authorized Use – the use of the Account/the Services related to the Account by the person that has not been authorized by the Customer.
1.19. Account Holder – a natural person that manages/controls the Account created on behalf of the Company and/or executes operations on the Platform and/or uses the Platform through the Account.
1.20. Party – Helio.AI and the Customer referred to each individually.
1.21. Parties – Helio.AI and the Customer referred to collectively.
2. General Provisions
2.1. Helio.AI renders the Services to each Company solely within the scope determined under the Package Plan selected by the Company and the amount of the Authorized Users agreed under the individual agreement concluded with Helio.AI. Such Service is rendered individually to each Company and the Company is not authorized to assign the right to use the Services in full or partially to a Third Party.
2.2. The amount of the Authorized Users, as well as the maximal amount of the Job Openings to be placed by the Company is determined for each Account on the basis of the Package Plan. The Parties hereby agree that in the event the amount of the Job Openings placed by the Company on the Platform exceeds the maximal amount of the Job Openings set forth under the Package Plan, Helio.AI shall be entitled to revise/amend the Package Plan and/or the service fee payable by the Company.
2.3. The Company is responsible for the information uploaded, shared, distributed by the Recruiter through the Platform and/or the data used by the Company through the usage of the Platform. Helio.AI shall in no event be held liable for the information uploaded, shared, distributed by the Recruiter through the Platform and/or the data used through the Platform.
2.4. When processing/using the personal or other type of data/information by using the Platform, the Company shall adhere to the personal data protections laws, rules and/or regulations. For the detailed rules on the personal data protection please refer to the Privacy Policy.
3. Use of the Platform and Helio.AI Services
3.1. The Platform entails the data of the Company (the Job Openings of the Company, other data related to the Recruiting process), as well as the CVs of the Candidates and other data related thereto.
3.2. For the purposes of using the Platform, Helio.AI grants the Company access to the Platform enabling the Company to manage the Recruiting processes (including placement of the Job Openings, processing of the CVs and etc.), as well as storage of the data related to the Recruiting process.
3.3. Helio.AI’s Services related to the use of the Platform entail but are not limited to the following Services:
3.3.1. Enabling the functionality as to the creation of the Job Opening by the Company;
3.3.2. Enabling the functionality as to the placement of the information in relation to the Company;
3.3.3. Enabling the functionality as to adding Authorized Users to the Company’s Account in accordance with Clause 4.4 of these Terms of Service;
3.3.4. Enabling availability of the information in relation to the Candidates (including availability of the CVs of the Candidates for the Authorized Users, if any);
3.3.5. Enabling storage of the data in relation to the Recruiting process in accordance with these Terms of Service;
3.3.6. Enabling availability of the report/text generated by the AI for the purposes of determining compatibility between the Company and the Candidate and/or assessment of the Candidates/ by the AI through the Platform and/or via the results of certain games;
3.3.7. Ensuring implementation of the Platform and internal systems of the Company (API) (if required).
3.4. Within the Recruiting process the Recruiter places a Job Opening on the Platform, prepares the text thereof, creates such Job Opening on the Platform through the Company’s respective Account and if desired, shares such Jon Opening in various channels. For the purposes of filling in the information on the Candidatethe Recruiter is entitled to fill in the information as well as the Candidate is entitled to send/upload the respective data in relation to the Job Opening on the Platform.
3.5. Upon the upload of the respective information by the Candidate on the Platform, the Recruiter is able to familiarize with the profile of the Candidate that entails the CV, the results of the game generated by the Platform, as well as the information uploaded/sent by the Candidate on the Platform.
3.6. For the purposes of automatizing certain information, the Platform uses AI that is being used for the purposes of (i) retrieving important data from the CV; (ii) determining compatibility between the Candidate and the Job Opening. AIexecutes the reading of the CV and provides assessment in percentages that entails relevant information on the Candidate, including the name, surname, e-mail, phone number, city of residence, work experience, skills of the Candidate). Further, AI determines compatibility of the Job Opening with the information received from the CV of the Candidate.
3.7. Helio.AI may update/upgrade the Platform functionalities and/or offered Services from time to time. The Company will be notified on such updates/upgrades upon the activation/entry into force of such updates/upgrades.
4. Registration/Account Creation on the Platform, the Customer’s obligations/liability
4.1. If the Company intends to register as a Customer / create an Account, its authorized representative declares his/her intent on creation of an Account. For the avoidance of any doubt, the Customer’s Account is created by Helio.AI and the access codes related to such Account will be sent to the respective representative of the Company.
4.2. For the avoidance of any doubt, Helio.AI preserves its right to conduct the respective verification and/or security proceedings for the purposes of verifying information provided by the Company when creating an Account. Should Helio.AI consider that the information provided by the Company when creating an Account on the Platform is incorrect and/or misleading, and/or may violate the legislation and/or the present Terms, Helio.AI preserves its right to deactivate the Customer’s Account and terminate the respective Services.
4.3. As a result of creating the Account the Company shall be granted the status of the Customer. Any and all actions carried out through the Account of the Customer shall be considered as an activity carried out by the Customer. The Company/the Recruiter acting on behalf of the Company shall protect the Account parameters and shall not enable the Third Party’s access thereto. In the event the Customer believes that the Third Party has obtained access to the Customer’s Account, the Customer shall immediately inform Helio.AI thereof, whereas Helio.AI shall immediately suspend and/or block the Account in such an event. For the avoidance of any doubt, if the Company shall bear full liability in the event of a Non-Authorized Use of the Account.
4.4. The Account Holder is entitled to refer the representative of Helio.AI to add an Authorized User on the Customer’s Account and grant the said user various functions (for example, creation of the vacancy text, editing). Helio.AI will react on the respective request of the Account Holder within 1 (one) business day. When using the Platform, the obligations set out in the Agreement apply on the Authorized User in full, whereas the Account Holder and the Company shall bear full liability on the activities carried out by such Authorized User.
4.5. The Company shall configure its Account properly, use the existing control and verification mechanisms (including, security mechanisms), as well as, adopt the measures that the Company may consider necessary for the purposes of ensuring security, protection, deletion and reservation of the Customer’s data, including controlling access of the Authorized Users, controlling the data, controlling the process of archiving or deletion of the documents. The Customer shall immediately inform Helio.AI on the Non-Authorized Use of its Account or the threat related thereto.
4.6. The Company shall maintain the confidentiality of the information uploaded/placed and/or sent by the candidate through the Platform and shall not disclose such information with Third-Parties.
4.7. The Customer shall ensure that the information/data/content/Job Opening placed on the Platform by the Customer and/or any activity carried out by the Company when using the Platform:
(i) Shall not be in violation of the legislation (including the data protection legislation) and/or the rights of the Third-Parties (including intellectual property rights);
(ii) Shall not promote violence, gate and/or such actions that is violent, immoral, slanderous or libelous; and shall not lead to the harassment of the person;
(iii) Shall not spread incorrect, incomplete or misleading information;
(iv) Shall not violate the unity of the Platform and/or shall not hinder the functioning thereof; Further, access to the Platform or the part thereof via automatized process (including, bots) is strictly forbidden;
(v) Shall not affect the authentication or security measures existing on the Platform;
(vi) Shall not amend and/or remove any trademarks or objects of non-material assets placed on the Platform and owned by Helio.AI;
(vii) Shall not transmit software viruses or other materials of malicious computer code, files, scripts, agents or software. Further, the Customer shall in no event amend, translate or create the produced works that may result in and/or assist the Customer or a Third-Party to discover the main ideas or algorithms of the object code, source code of the Platform.
4.8. The Customer bears liability for:
(i) Functioning and security of the devices, networks and other resources used in the process of using the Platform.
(ii) Protecting the Account, requisites/access codes (such as password, Mobile Number) necessary for accessing/verifying the Account.
(iii) Safe internet connection.
(iv) Content of the Job Opening placed on the Platform and/or any other information.
4.9. For the avoidance of any doubt, Helio.AI does not verify the correctness, completeness and/or accuracy of the information/data/content/documents uploaded, placed and/or sent through/on the Platform by the Company and/or the Candidate. The Customer and/or the Candidate respectively shall bear the full liability for such information/data/content or documents. Further, should Helio.AI consider that the information/content/data/documents placed/uploaded/sent by the Company and/or the Candidate through/on the Platform contradict with the present Terms and/or existing laws, Helio.AI reserves its right to remove and/or refuse the placement of such information/content/data/documents, and on the basis of the severity of the breach, deactivate the Account of the respective Customer and terminate the Services.
4.10. In the event of the breach of the obligations and/or Terms by the Customer, Helio.AI reserves its right to suspend and/or deactivate the Customer’s Account and/or terminate the Services. Further, the Customer shall immediately inform Helio.AI on the alleged breach(es) of this Agreement in the event such alleged fact(s) will become known to the Customer.
5. Fee and Payment
5.1. The fee for the usage of the Platform is contingent upon the respective Package Plan that is set out in the agreement executed between the Company and Helio.AI. The Package Plan may determine the fee on the basis of the number of the Authorized User(s) associated with the Account. Each Package Plan determines the list of the Services that are entailed in the respective Package Plan.
5.2. The payment of the fee set out in the Package Plan selected by the Company is being paid in advance, upon the commencement of the respective period. When executing the payment, the Customer shall only use valid and legal methods/tools for payment (such as payment/bank cards) and provide Helio.AI with the correct and accurate information on the payment methods.
5.3. Helio.AI is entitled to unilaterally determine the respective form/method/tool/rule for the payment request (invoice) and/or payment execution. Such form/method/tool/rule may be amended by Helio.AI from time to time. Helio.AI is entitled to unilaterally modify/correct the payment request and/or payment execution document, in the event of encountering any omission/oversight in such document(s).
5.4. If the Customer objects to the payment request or payment, the Customer shall inform Helio.AI thereof within 5 (five) calendar days upon serving such document to the Customer and/or executing the payment. After expiry of the term mentioned in this Clause, it is implied that the Customer agrees to the payment/payment request.
5.5. Helio.AI is entitled to introduce promotions and other advantages, provided however that such entitlement shall not be construed and/or interpreted as introducing permanent promotions/advantages. Therefore, promotion/advantages shall be effective for the term and on the conditions defined by Helio.AI. Further, if the promotion/advantages refer to the Package Plan, such promotion/advantages shall be effective when executing first purchase of such Package Plan.
5.6. Helio.AI shall not be liable for any tax or fee, bank commission or other charges, if such tax, fee, commission and/or charge is/shall be payable by the Customer when executing the payment. The sum corresponding to the Package Plan shall be received by Helio.AI in full, without any deduction. Helio.AI shall not be liable for any tax burden that may be imposed on the Customer as a result of benefiting from the trial period or other promotion/advantages offered by Helio.AI.
5.7. Helio.AI may change the prices/fees set out in the Package Plan(s) at any time. Further, such change will not affect the Package Plan that is being used by the Customer and such change will be effective upon renewal of the use of the Package Plan.
6. Termination of the Use of the Platform and Corresponding Consequences
6.1. The termination of the use of the Platform takes place in the following events:
(i) if the price/fee set out in the Package Plan has not been paid by the Customer within the term set by Helio.AI;
(ii) the Company does not or fails to renew (continue) the Package Plan;
(iii) the Company cancels the right to use the Platform (“Account Deactivation”), in which case the Company shall inform Helio.AI on the following address: hi@helio-ai.com
(iv) the right to use the Platform is terminated on the basis of Helio.AI’sdecision due to the Company’s breach of the obligation(s) set forth in the Agreement;
(v) if Helio.AI believes that the continuation of the use of the Platform by the Company imposes legal risks to Helio.AI or poses threat to the Helio.AI Services and/or Customers.
6.2. In the events set out in Clause (iv) and (v), upon termination of the right to use the Platform: (a) Helio.AI shall not be obliged to inform the Customer in advance; AND (b) Helio.AI is entitled to refuse to render the Services to the Customer in the future.
6.3. In the event of termination of the use of the Platform for any cause the sums paid by the Customer shall not be subject to refund by Helio.AI. Termination of the use of the Platform for any cause shall not exempt the Customer from the obligation to pay the sums (including but not limited to, the fee for the use of the Platform, damages and etc.), that became due prior to the termination date.
6.4. Upon the delay of the payment term by the Customer, Helio.AI is entitled to (but does not undertake to) grant the Customer the right to use the Platform within 10 (ten) calendar days from such delay at Helio.AI’s sole discretion. In such case, if the Customer fails to renew the use of the Platform (by purchasing the PackagePlan) within 10 (ten) calendar days from the payment date, the Customer will be restricted to use the Account and/or the specific functionalities thereof.
6.5. For the avoidance of any doubt, in the event of delay of the payment term or termination of the use of the Platform for any other cause and the failure of the Customer to renew the use of the Platform within 10 (ten) calendar days, Helio.AI shall be entitled to remove any and all information/data/Documents/templates/configurations entailed in the Account. Further, within 5 (five) calendar days prior to the expiry of the term of 10 (ten) days, Helio.AI will inform/remind the Customer on the expiry of such term. Further, the Customer is entitled to download the Customer’s Data / informationassociated to the Platform at any time prior to the expiration of the term set forth in this Clause [10 calendar days] upon the Customer’s termination of the use of the Platform. Further, prior to the expiry of the term envisaged in this Clause [10 calendar days] the Company is entitled to request provision of the Data / information associated with the Customer’s Account by serving Helio.AI the respective request in writing, wherein Helio.AI will provide such information / Data to the Customer within 10 (ten) calendar days upon receipt of the Customer’s respective request.
6.6. In the event of termination of the use of the Platform for any cause, Helio.AI shall be entitled to remove the information/data related to the Account, including the information related to the Candidate(s) and/or Job Openings and Helio.AI shall not bear any liability and/or shall not be obliged to retrieve and/or provide the Customer with the information/documentation related to the Account and existing prior to the removal.
6.7. The termination of the right to use the Platform shall be requested only by the Customer that creates the Account as per Clause 4.1 of these Terms of Serviceand/or represents the Account Holder. For the avoidance of any doubt, in the event the Customer adds any Authorized User(s) to the Account, such Authorized User(s) are not entitled to request the termination of the right to use the Platform.
7. Intellectual Property
7.1. The Platform represents the intellectual property of Helio.AI and any and all intellectual rights in relation to the Platform are owned by Helio.AI. Nothing in this Terms of Service shall be construed as transfer of any intellectual property on the Customer and/or basis for such transfer.
7.2. The Customer hereby agrees that during the use of the Platform the Customer shall not infringe intellectual property of Helio.AI and shall not decompile, reverse engineer, disassemble the Platform and/or the Web-site and/or carry out any action that will result in obtaining the source code and/or infringement of Helio.AI’s intellectual property. Further, it is hereby explicitly declared that the Customer shall in no event sell, lease or otherwise transfer the Platform to any Third Party, including, granting Third Party access to the Platform via disclosing the username and password.
7.3. The materials, information, documents existing on the Platform, except for the information uploaded/received/created/sent by the Customer, are owned by Helio.AI and the Customer shall in no event use or distribute them without prior written consent of Helio.AI.
7.4. The trademarks, logos, signs (hereinafter the “Trademarks”) placed on the Platform are owned by Helio.AI and the Customer shall not use, refer to or distribute the Trademarks without prior written consent of Helio.AI, unless the use of the Trademarks concerns disclosing/sharing the information in relation to the Customer’s use of the Platform. Further, the Customer hereby agrees and acknowledges that Helio.AI is entitled to use the name of the Customer, Customer’s trademarks for the marketing purposes without the further consent of the Customer (including, via the Web-site and/or Helio.AI’s presentation materials) and refer to the Customer as Helio.AI’s Client in the respective marketing communication.
7.5. The Customer shall ensure that the information/data uploaded/sent/created/received by the Customer through the Platform does not infringe intellectual property rights of Third Parties and does not entail information/marks/images or other content that will result in the infringement of such rights.
7.6. Helio.AI hereby relies on the assumption that the intellectual property rights in relation to the information/data and/or documents uploaded by the Customer and/or the Candidate through the Platform and any other rights are owned by the Company and/or the Candidate respectively. Therefore, Helio.AI shall in no event be liable/obliged to examine the matters related to the protection of the rights as to the information/data (including the intellectual property rights) and/or the lawfulness of the use of such rights. The Customer and/or the Candidate shall bear full liability for the matters mentioned in this Clause.
7.7. Save for the rights exclusively grander hereunder or under the individual agreement concluded with the Customer, the Customer is granted no other right, whether implicit or otherwise. Any and all rights that is not explicitly granted hereunder or under the agreement concluded with the Customer remains the right of Helio.AI. Any rights in relation to the software used by Helio.AI and the documentation related thereto remains the exclusive property of Helio.AI and/or the respective licensor and no provision of this Agreement grants the Customer access to the copies of such software, code or other device/material. It is explicitly declared herein that no intellectual property related to the Platform is being transmitted/transferred to the Customer.
8. Intellectual Property
8.1. Helio.AI shall in no event be liable for the content of the Job Opening and/or document uploaded/sent/created/received by the Customer, compliance of such Documents/information with the legislation and/or the rights/obligations derived therefrom. Helio.AI: (i) does not verify the text of the Job Opening and/or determine compliance thereof; (ii) does not verify the correctness and/or completeness of the information presented by the Candidate; and (ii) shall in no event be liable for the correctness and/or completeness of the information presented by the Candidate.
8.2. Helio.AI shall in no event be considered as acting on behalf of the Candidate and/or the Company. Further, it is explicitly declared herein that: (i) Helio.AI does only support/ensure the Recruitment process, (ii) Helio.AI does not engage and/or participate in the negotiations between the Company and the Candidate and/or the process of executing the agreement between the Company and the Candidate. Helio.AI; AND (iii) Helio.AI shall in no event be liable for the violation of the obligation(s) undertaken by the Candidate and/or the Company and/or commencement of any dispute between the Candidate and the Company.
8.3. Helio.AI shall not be liable for any damages, charges or losses in the event of Non-Authorized Use of the Account.
8.4. The Customer shall defend and indemnify Helio.AI from the Third Party claims, obligations and shall remunerate any damages, losses or charges/fees incurred by Helio.AI (including but not limited to the legal representation fees), relating to: (a) the Customer’s use of the Platform; (b) infringement of the Agreement, these Terms and/or individual agreement by the Customer; (c) infringement of the intellectual property rights or other rights of the Third Party by the Customer; and/or (d) the content and variety of the data processed within the scope of the Helio.AI Services.
8.5. Helio.AI is entitled to place links of the Third Party services and/or resources on the Platform, that fall outside of Helio.AI’s control. Nothing in this Agreement shall be construed as Helio.AI’s warranty in relation to quality, appropriateness, proper functioning and lawfulness of the said Third Party services or the contents thereof. Helio.AI shall in no event be liable for the quality, appropriateness, proper functioning and/or lawfulness of the said Third Party services or the contents thereof.
8.6. Helio,AI bears no liability for the actions of the Company and/or the Candidate. Further, Helio.AI shall not be obliged/liable to engage in the communication between the Company and the Candidate and facilitate such communication, and/or provide the Company and/or the Candidate with any information and/or document. Helio.AI hereby disclaims any liability and/or warranty in relation to the successful completion of the Recruitment process.
8.7. The Customer acknowledges that in the event the Customer removes the Document from the system (Customer’s Account), such Document and its accompanying files will be automatically deleted from Helio.AI’s system as well and Helio.AI shall in no event be liable for retrieving the Document removed/deleted by the Customer.
8.8. The Platform and all working products of Helio.AI are provided on an “as is” basis. Save for the clauses set out in these Terms and/or the individual agreement concluded with the Customer, Helio.AI makes no warranties, whether express or implicit, in relation to the commercial purposes of the Platform, its purpose or effectiveness.
8.9. The Customer hereby confirms and agrees that Helio.AI will not provide/has not provided any legal advice, consultation as to the employment, data confidentiality or other applicable laws, rules or regulations and the Customer does not consider the Helio.AI’s communication, templates, best practice and other similar documentation of Helio.AI as legal consultation.
8.10. The Parties hereby agree and acknowledge that Helio.AI’s total aggregate liability for the claims arising out of the Agreement and/or relating thereto shall be limited and shall in no event exceed the total sum of the fee paid by the Customer for the use of the Platform within the last 6 (six) months prior to the origination of such claim.
9. Representations and Warranties in relation to the Use of the Platform
9.1. By registering on the Platform and using the Platform the Customer hereby confirms and warrants that:
9.1.1. The Customer bears liability/responsibility for the information and/or document (and/or the content thereof of the Document) uploaded, sent, received or created by the Customer through the Platform and through the upload/sending/creating/receiving of the said information/document: (1) the Customer infringes neither intellectual property or other rights of the Third Parties, nor any laws, ordinances, decrees, court decisions, Third Party rights or other mandatory requirement(s) or regulation(s); (2) the Customer does not aim to carry out or plan any illegal action; (3) the Customer does not infringe any legal rights of the Third Parties; (4) no existing anti-money laundering laws will be infringed/evaded and/or will not result in the establishment of the grounds for money laundering; (5) the Customer does not distribute/spread any computer virus or other kind of threat that may harm Third Parties and/or infringe the rights of the Third Parties;
9.1.2. The Customer is a legal entity of legal capacity;
9.1.3. The information provided by the Customer to Helio.AI is correct, accurate and not misleading;
9.1.4. The Customer has obtained any and all approvals/consents/authorizations that may be necessary for the purposes of using the Platform (including but not limited to the approval/consent of the candidate(s) pertaining to the personal data processing);
9.1.5. the person creating and managing the Account is authorized to represent the legal entity/act on behalf of such legal entity;
9.1.6. The Customer’s use of the Platform infringes neither agreements/contracts executed by the Customer, nor any legal acts/corporate rules or regulations applicable to the Customer;
9.1.7. The Customer will not use the Platform for illegal/unlawful actions;
9.1.8. The Customer will not use the Platform for the purposes of providing Third Parties with Spam and/or marketing notifications;
9.1.9. The Customer will not use the Platform for the purposes of creating “financial pyramid scheme” and attracting Third Parties for such purpose;
9.1.10. The Customer will not use the Platform for the purposes of spreading computer viruses and/or other electronic intervention that may damage the Platform, Third Parties, other Customers, may invade the electronic space of the Third Party and/or result in the illegal access to the personal, commercial or other type of information;
9.1.11. The Customer will not use the Platform on behalf of other person and/or with such requisites (name, surname, e-mail, logo and etc.) that may result in the confusion and/or misleading as to the identity of the Customer;
9.1.12. The Customer will not use the account/e-mail/identification details of other Customer;
9.1.13. The Customer is liable for the use of the Services;
9.1.14. The Customer is liable for keeping the username and password confidential and not allowing Third Parties’ Non-Authorized Use of the Account;
9.1.15. The Customer will immediately inform Helio.AI in the event of Non-Authorized Use of the Account or any threat relating thereto;
9.1.16. The Customer will not carry out such activity that results/may result in disruption, destroying, hindering and/or otherwise damaging the functionality/functionalities of the Platform (including but not limited to the functionality/functionalities related to the security of the Platform);
9.1.17. The Customer hereby acknowledges that Helio.AI shall in no event be liable for the content of the Job Opening and/or the document uploaded/sent/created/received by the Customer through the Platform, the compliance thereof with the applicable laws and/or the rights and obligations arising therefrom. Further, the Customer hereby acknowledges and confirms that Helio.AI: (i) does not examine the text of the Job Opening and/or the compliance thereof; (ii) does not examine the accuracy/correctness/completeness of the information submitted by the Candidate; AND (iii) shall in no event be liable for the completeness/correctness/accuracy of the information submitted by the Candidate.
10. Force-Majeure
10.1. The Parties shall be exempted from the liability arising out of partial fulfillment or non-fulfillment of the obligations set forth hereunder in the event of a force-majeure – circumstances outside of the control of the Parties that make it impossible for the Parties to fulfil the obligations set forth hereunder. The Party being unable to perform the obligations hereunder due to the Force-Majeure circumstance shall inform the other party within reasonable term (but no later than 5 business days) upon the occurrence of such circumstance.
10.2. Force-Majeure shall mean the circumstances that are insuperable and fall outside of the control of the Parties, the occurrence and effect of which could not have been avoided or overcome by the Parties and that cumulatively meet the following requirements: (a) they did not exist at the time of execution of the Agreement; (b) they could not have been foreseen by the Parties in advance; and (c) they directly prevent the Party from the fulfillment of the obligations or realization of its rights.
10.3. If any of the above-mentioned circumstances directly affect the terms of fulfilment of the obligations set forth in the Agreement, those terms shall be proportionally increased with the term of the operation of the respective Force-Majeure event.
10.4. For the avoidance of any doubt, the Parties hereby agree that upon expiration of the Force-Majeure event, the Parties shall continue to fulfill the obligations the fulfillment of which has been postponed as a result of the Force-Majeure event.
11. Governing Law and Dispute Resolution
11.1. In the event of occurrence of a disputed matter and prior to adopting other measures, it is expedient for the Customer to refer to Helio.AI on the following e-mail: hi@helio-ai.com, describe the subject matter of the request/claim and indicate his/her/its contact details (as well as, the Customer’s name, if the claim concerns the Account of the Customer).
11.2. In the event of the Parties’ failure to reach an amicable solution any and all disputes arising out of the Agreement shall be referred to and resolved by Tbilisi City Court.
11.3. The Agreement and/or any and all matters relating thereto or arising therefrom shall be governed by the laws of Georgia.
12. Amendments and Notices
12.1. Helio.AI may unilaterally introduce amendments to this document from time to time, meaning that the amended terms shall automatically apply to the Customer and shall bear binding legal power. For the avoidance of any doubt, should the Customer continue to use the Platform after adoption of the said amendments by Helio.AI, it is deemed that the Customer agrees to the said amended/updated terms.
12.2. Should Helio.AI introduce any amendment to these Terms, the Customer will be informed on such amendments upon logging in the Platform. The selection of the form of such notice shall be subject to Helio.AI’s discretion.
12.3. For the purposes of communicating with the Customer, Helio.AI will use the registered e-mail address and the Customer’s Account. Serving the notice on the registered e-mail, telephone number or the Customer’s Account shall be deemed as declaration of intent of legal nature.
12.4. The Customer shall use Helio.AI’s following e-mail for communication purposes: hi@helio-ai.com.
13. Final Provisions
13.1. The Customer is not entitled to assign the rights/obligations set forth in the Agreement to the Third Party/Third Parties.
13.2. Waiver of any Party in the event of partial or full breach of the Agreement and/or the legislation by the other Party shall not apply to the subsequent breach(es) of the Agreement and/or the legislation.
13.3. Invalidity of any of the Clause(s), Section(s) and/or Sub-Section(s) of the Agreement shall not affect validity of the entire Agreement and/or other Clause(s), Section(s) and/or Sub-Section(s) thereof. Instead of the invalid provision, the Parties shall use such provision that enables achieving the purpose of this Agreement (including, the purpose entailed in the invalid provision).
13.4. The numbering and headings of the Clause(s), Section(s) and/or Sub-Section(s) of the Agreement are applied for convenience purposes only and bear no importance as to the interpretation of the Agreement.
13.5. The Agreement is drawn up in Georgian and English languages. In the event of any discrepancy between the Georgian and English versions, the Georgian version of the Agreement shall prevail.