Altru Labs helps you enhance your hiring process through our website at www.altrulabs.com (the “Site”) and our mobile applications (“Apps” and, together with the Site, the “Platform”). Our Platform provides services, features, and content as specified herein (collectively with the Platform, the “Services”), including a white-label, short-form video communication feature moderated by you that you can use to attract potential job applicants and prospective candidates (collectively, “Candidates”) for employment and contract opportunities with your company.
1. Agreement. You agree that by purchasing, signing up for, or otherwise using the Services, you are entering into a legally binding contract with us (even if you are using Services on behalf of a company) as set forth in the following documents, which are located at www.Altru.com/legal, are incorporated by reference into these Standard Terms as if fully set forth herein, and together with these Standard Terms are referred to as, collectively, this “Agreement”:
(i) User Agreement;
(ii) Video Release;
(iii) Acceptable Use Policy;
iv) Digital Millennium Copyright Act Policy (“DMCA Policy”);
(vi) Auto-Renewal Terms (if you and we agree to Auto-Renewal with respect to the applicable Order); and
(vii) Altru’s approved order form mutually signed and agreed by you and us (each, an “Order Form”).
In the case of any conflict between these Standard Terms and any Order Form, the Order Form will prevail. Capitalized terms have the meanings ascribed to them in this Agreement. "Client,” “you," and "your" refers to you. “Altru,” “Altru Labs,” “we,” “us,” and “our” refers to Altru Labs, Inc.
2. Services. The Services are designed to allow Candidates to pose questions, which your account administrator can then assign to designated individuals to answer on behalf of your company by recording and/or uploading a short-form video message (a “Client Video”) via the Altru App. Your administrator moderates these answers and determines which Client Video(s), if any, will be shared with Candidates on the Platform. Your administrator will manage usernames and passwords for your Client account and the individual accounts of those employees and others as designated by you. You are responsible for your passwords and any activity conducted through your administrator and other accounts, including any purchases made or charges incurred. You must notify Altru immediately of any breach of security or unauthorized use of any such account.
Prior to permitting any of your employees or any other person to create or Submit a Video or other Communication using the Service, you will ensure such person has to your satisfaction consented thereto, waived such rights of confidentiality, privacy, publicity, intellectual property, and otherwise in connection therewith, and provided Altru with irrevocable permission to use, solely with the Services, such Communication (and such likeness, image, voice, and personally identifiable information included therein) pursuant to Altru’s standard from Video Release or otherwise. You hereby indemnify and agree to defend and hold harmless Altru and its Affiliates from all claims and liability arising from or related to your Videos and other Communications (including without limitation any relating to defamation, infringement, moral or artist rights, and right of privacy or publicity).
You are responsible for (i) all Information submitted by or on your behalf through the Services or otherwise to Altru, including but not limited such Information in your Videos and other communications with Candidates (Videos and other communications, collectively, “Communications”); and (ii) all Information, content, and property to which any Communication may direct or redirect Candidates ("Destinations").
To the extent specified on the applicable Order Form, the Services may also provide you with access to certain data that Altru collects relating to the provision, use, and performance of various aspects of the Services, including for example data related to Candidate interests, Candidate intent, Candidate engagement, Video viewership, Video view time, and related engagement metrics, in each case as available (collectively, “Altru Analytics”). Notwithstanding anything else, Altru owns all right, title, and interest to the Altru Analytics and related data, metrics, and other Information and may without limitation (i) use it to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other offerings, and (ii) disclose it in aggregate or other de-identified form in connection with its business.
Subject to the terms of this Agreement, we will use commercially reasonable efforts to provide the Services to you. You may not resell or transfer access to the Services to any other party.
3. Payment. The Services are subject to payments as provided in the applicable Order Form. You agree to pay all applicable taxes, government charges and foreign exchange fees. Except as set forth in Section 13 with respect to Altru’s breach, all amounts paid are non-refundable. You remain responsible for any uncollected amounts. Altru may charge interest for any overdue amounts at the rate of the lesser of 1% per month or the lawful maximum, and you agree to reimburse us for all collection and legal costs related to overdue amounts.
(A) Definitions. For purposes of this Agreement, “Content” means, collectively, Client Content, User Content, and Altru Content; “Information” means, without limitation, business descriptions, email addresses, contact information, job titles, and any other information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, blogs, and interactive features generated, provided, or otherwise made accessible on or through the Services; “Submit” (and its variations, such as “Submitting,” Submitted,” etc.) means, with respect to Information, to submit, post, upload, add, create, copy, distribute, and/or provide such Information; “Trademarks” means, collectively, trademarks, trade names, trade dress, service marks, and logos; and “Confidential Information” means any non-public Information that a reasonable business person under the circumstances would consider confidential that one party (“Discloser”) discloses to the other (“Recipient”), either directly or indirectly, in writing, orally, or by inspection of tangible objects. For the avoidance of doubt, the Content included in Videos and other Communications will be disclosed to Candidates not bound by confidentiality obligations and, accordingly, are not Confidential Information.
(B) Client Content. You are solely responsible for your Trademarks and all of the Information that you or others on your behalf Submit for inclusion in your Communications, or through the Services or otherwise to Altru, or that is included in or provided by any Client Sites (collectively, “Client Content”).
(C) User Content. Each non-Client, non-Altru person who Submits Information to the Services, or who created such Information, as applicable, is solely responsible for such Information (collectively, “User Content”). Neither Client nor Altru is responsible for such User Content. Altru does not fact-check, validate, or in any way confirm User Content. Altru does not assure that User Content will be accurate or available, or that it will continue to remain available during the entire Term or thereafter. Access to or use of such User Content is at your own risk.
(D) Altru Content. Altru is solely responsible for its Trademarks and all of the Information that is the original work of Altru that Altru Submits to the Services (collectively, “Altru Content”). For the avoidance of doubt, if any original work of Altru contains any Client Content and/or User Content, then such portion of such original work is not Altru Content.
5. Confidentiality. Recipient will during the Term and for three (3) years thereafter keep in confidence all Discloser’s Confidential Information, using at least the same level of care (but not less that reasonable care) it uses to maintain the confidence of its own Confidential Information. Recipient shall not use Discloser’s Confidential Information without Discloser’s consent except in performance of Recipient's duties hereunder. Recipient may not disclose the Confidential Information to any person except its employees and independent contractors with a need to know for internal business purposes and who have agreed to receive it under terms at least as restrictive as those herein. Recipient will immediately give notice to Discloser of any unauthorized use or disclosure of Discloser’s Confidential Information, and Recipient shall assist Discloser in remedying such unauthorized use or disclosure. The foregoing obligations will not apply to Confidential Information to the extent Recipient can demonstrate it:
(a) Was part of the public domain at the time of disclosure;
(b) Was rightfully in the possession of Recipient at the time of its disclosure by Discloser;
(c) Was independently developed by Recipient without reference to the Confidential Information or other proprietary information of Discloser;
(d) Was rightfully disclosed to Recipient by a third party without breach of any obligation of confidentiality;
(e) Is required to be disclosed to a government agency or pursuant to the order of a court of competent jurisdiction; provided, however, that Recipient will use its best efforts to minimize the disclosure of such Confidential information and will consult with and assist Discloser in obtaining confidential treatment, a protective order, and otherwise avoiding or limiting such disclosure.
6. Intellectual Property. Each party retains ownership of its own intellectual property rights, including without limitation copyrights, Trademarks, patents, trade secrets, or other proprietary rights and laws (“IPR”). Each of the following licenses is granted (a) subject to the terms and conditions of this Agreement; (b) subject to the licensee’s payment to licensor of any applicable fees; and (c) for the Term:
(A) Content License to Client. Subject to the above conditions, we hereby grant you a non-exclusive, worldwide, fee-bearing, non-sublicensable and non-transferable license to (solely in connection with the Services for your own internal business purposes) use, copy, distribute, display, perform, and publish Altru Content (including for marketing and promotional purposes).
(B) Analytics License to Client. Subject to the above conditions, we hereby grant you a non-exclusive, worldwide, fee-bearing, non-sublicensable and non-transferable license to (solely for your own internal business purposes) use, copy, distribute, display, perform, publish, and create derivative works of Altru Analytics.
(C) Content License to Altru. Subject to the above conditions, you hereby grant Altru a non-exclusive, worldwide, royalty-free and fully-paid, sublicensable, and transferable license to (solely in connection with providing the Services) use, copy, distribute, display, perform, and publish Client Content and (except for your Trademarks) modify Client Content (including for marketing and promotional purposes).
(D) Content License to Users. You hereby grant to each Candidate a non-exclusive, worldwide, royalty-free and fully-paid, non-sublicensable and non-transferable license to access your Client Content through the Services.
Each party represents and warrants that it owns or has all necessary rights (including intellectual property rights) necessary to grant each of the licenses it grants above.
7. Feedback. If you choose to provide suggestions or feedback to Altru about Services, you agree that Altru can (but does not have to) use and share such feedback for any purpose without compensation to you. You may not disclose any information about Altru's pricing, metrics, member demographics, or beta features. Altru reserves all of its intellectual property rights in the Services as further described in the User Agreement.
A. Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation, or Altru data related to the Services (collectively, “Software”); modify, translate, or create derivative works based on the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
B. Client represents, covenants, and warrants that Client will use the Services only in compliance with Client’s standard published policies then in effect (collectively, the “Policy”) and all applicable laws and regulations. Although Client has no obligation to monitor Client’s use of the Services, Client may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
C. Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”), and for the security of such Equipment.
10. Certain Risk Factors.
(A) Candidate Information. Altru provides a venue for individuals to network for professional and personal purposes and Altru does not screen or censor User Content on the Service. Altru does not take part in, nor is Altru in any way responsible for, any interactions between you and Candidates, except to the extent necessary to maintain our Services. Any interaction between you and any other individual or entity through our Services or arising out of your use of our Services, including any interactions between you and Candidates, is solely between you and that other individual or entity. Altru is not responsible for any Content except the Altru Content, nor for the quality, safety, or legality of the jobs or resumes posted, the truth or accuracy of the listings, the ability of Clients to offer job opportunities to Candidates or the ability of Candidates to fill job openings, and Altru makes no representations about any jobs, resumes, or Content (other than the Altru Content) on the Sites. Altru expressly disclaims any responsibility for any interactions between you and Candidates. For avoidance of doubt, Altru disclaims any responsibility for any services or products acquired or made available through our Services, even if Altru investigates or attempts to verify any information in connection therewith. You agree that you must evaluate and bear all risks associated with the use of our Services and Content.
(B) Candidate Interactions Note that there are risks, including but not limited to the risk of physical harm, of dealing with strangers, underage persons, and/or people acting under false pretenses. You assume all risks associated with dealing with Candidates with whom you come in contact through the Services. By its very nature, other people’s information may be offensive, harmful, or inaccurate, and in some cases will be mislabeled or deceptively labeled. We expect that you will use caution and common sense when using the Services.
(C) No Duty. We have no special relationship with nor fiduciary duty to you. You acknowledge that we have no duty to take any action regarding
i. which users gain access to the Services;
ii. what Content you access via the Services; nor
iii. how you may interpret or use the Content.
(D) Release. You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services
11. DISCLAIMER OF WARRANTIES. THE SERVICES AND INFORMATION (INCLUDING WITHOUT LIMITATION CONTENT) ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT ALLOWED UNDER LAW. NONE OF ALTRU OR ANY OF OUR DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS, AGENTS, SUPPLIERS, PARTNERS, MAKES ANY WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY INFORMATION, AND NONE OF US ASSUMES ANY LIABILITY OR RESPONSIBILITY OR MAKES ANY REPRESENTATION OR WARRANTY (I) THAT THE SERVICES OR CONTENT WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE: (III) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; (IV) ABOUT THE ACCURACY OF ANY CANDIDATE INFORMATION (INCLUDING WITHOUT LIMITATION CANDIDATE QUALIFICATIONS, CANDIDATE IDENTITIES, ETC.); (V) THAT THE SERVICES OR ANY INFORMATION OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (VI) THAT THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS; OR (VIII) WITH RESPECT TO ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.
12. Indemnity. Notwithstanding any review or approval of any Communication or other Client Content by Altru, you agree to indemnify Altru and its affiliates and each of our and their respective employees, contractors, directors, shareholders, officers, suppliers, content providers, partners, agents, and representatives (collectively, “Affiliates”), and hold Altru and its Affiliates harmless from any damages, losses, and costs (including without limitation attorneys' fees) related to any claims or proceedings arising out of or related to your Communications and other Client Content, Destinations, use by you of the Services, any candidate hiring or employment decisions, and breach of this Agreement, including without limitation with respect (i) to any allegation of discrimination; (ii) any violation or infringement of any intellectual property or other right of any person or entity; (iii) any Client Content that is defamatory, fraudulent, misleading, false, illegal, harmful, or otherwise improper.
13. LIMITATION OF LIABILITY.
(A) TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS SET FORTH BELOW, NEITHER WE NOR OUR AFFILIATES WILL BE LIABLE TO YOU IN CONNECTION WITH THIS AGREEMENT FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, COMPENSATORY, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), WHETHER UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY.
(B) TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS SET FORTH BELOW, NEITHER WE NOR OUR AFFILIATES WILL BE LIABLE TO YOU IN CONNECTION WITH THIS AGREEMENT FOR AN AMOUNT THAT EXCEEDS THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE TO ALTRU DURING THE 3-MONTH PERIOD BEFORE THE EVENT GIVING RISE TO THE LIABILITY OR (B) USD $500.00.
(C) THESE LIMITATIONS OF LIABILITY DO NOT APPLY TO A PARTY'S (I) PAYMENT, CONFIDENTIALITY, OR INDEMNIFICATION OBLIGATIONS; (II) LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR INTENTIONAL MISCONDUCT; (III) LIABILITY FOR DEATH OR PERSONAL INJURY; OR (IV) VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS.
14. Term and Termination. Subject to earlier termination as provided below, this Agreement is for the Initial Term as specified in the Order Form and shall automatically renew for additional periods of the same duration (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term. If either party materially breaches Agreement, the non-breaching party may terminate this Agreement by upon thirty (30) days written notice (or without notice in the case of nonpayment), provided that the breaching party does not materially cure such breach within such period. Client will pay in full for the Services up to and including the last day on which the Services are provided.
15. Survival. The following provisions of these Standard Terms of Service survive its termination: Section 1 and Section 1, Sections 3 through and including 7, Section 8(A), Sections 9 through and including 14, this Section 15, and Sections 16 through and including 24.
16. Independent Contractors. Neither party relies on any undertaking, promise, assurance, statement, warranty, representation, or understanding (whether in writing or not) of any person (whether a party to this Agreement or not) relating to the subject matter of this Agreement other than as expressly stated in this Agreement. This Agreement does not create a partnership, agency relationship, Client relationship, or joint venture between the parties.
17. Governing Law. This Agreement is governed by the federal and state laws applicable in the State of New York without reference to any conflict of laws principles that would apply the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act as adopted by any jurisdiction shall not apply, in whole or in part, to this Agreement. Any action or proceeding (including those arising from non-contractual disputes or claims) related to this Agreement will be brought exclusively in a state or federal court in New York County (Manhattan), New York, and each party irrevocably submits to the jurisdiction and venue of such courts. Notwithstanding the forgoing, the affected party may seek injunctive relief, specific performance, and other equitable remedies from any court of competent jurisdiction without the posting of any bond or the necessity of proving damages, and the parties irrevocably submit and consent to the jurisdiction and venue thereof. The prevailing party in any litigation or other legal action may recover its legal fees and costs.
18. Notices. All notices under this Agreement must be in writing and in the English language, and must be delivered by personal delivery, private courier, or certified or registered mail, return receipt requested, and will be deemed properly delivered, given, and received (a) when delivered by hand, private courier, or express delivery service; or (b) three business days after being sent by certified or registered U.S. mail or its foreign equivalent. Notices must be sent to the addresses set forth on the most recent Order or as later amended upon written notice to the other. All notices to Altru must be electronically copied to LegalNotices@altrulabs.com, which shall be a necessary but not sufficient component of valid notice to Altru, (that is, email alone shall not constitute sufficient or valid notice to Altru).
19. Force Majeure. Neither party shall be responsible for failure to fulfil any obligation in this Agreement for so long as, and to the extent to which, it is impeded by any catastrophic or other event, act or condition beyond its reasonable, including without limitation earthquake, extreme weather, or other act of God; power failure or brown-out, failure of telecommunications or internet, cyber-attack, or mechanical or electronic failure or degradation; and labor disruption, terrorism, mass shooting or other violence, espionage, or governmental action or inaction (a “Force Majeure”); provided that in no event shall a Force Majeure excuse timely payment by Client of fees and reimbursements to Client.
20. Assignment. Client may not assign or transfer, by operation of law or otherwise, any rights or delegate any duties under this Agreement to any third party without Altru’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void. Altru may assign this Agreement or delegate its obligations hereunder to any party without consent of Client. Subject to the foregoing, this Agreement will inure to the benefit of the parties and their respective successors and permitted assigns.
21. Use of Name and Logo; Web Links. Client agrees that Altru may, at no cost, use Client’s name and logo in Altru sales and marketing materials, including business presentations, customer lists, the Altru’s website, etc. In addition, the Altru may, at no cost, link from its website to Client’s website.
22. Headings. Titles and headings of Sections of this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.
23. Severability. If any phrase or provision hereof is held by a court of competent jurisdiction to be invalid, unlawful, void, or unenforceable, to any extent, the remainder of this Agreement shall remain in full force and effect and such provision shall be deemed modified to be valid and enforceable to the maximum extent permitted by law.
24. Waiver; Amendment. All waivers must be in writing and signed by an authorized employee of the party to be charged. This Agreement may not be amended, modified, altered, or supplemented other than by a writing signed and delivered on behalf of both parties. Notwithstanding the foregoing, Altru may change the terms of this Agreement by notice to you (for example, by a notice displayed in the Services, email, text message, or mail) to become effective thirty (30) days after such notice or such longer period as indicated therein, and both parties agree that such changes cannot be retroactive. If you do not agree to any such changes, you must stop using the Services prior to the effectiveness of such changes.
25. Entire Agreement. This Agreement states the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral, between the parties relating thereto. Any additional or inconsistent terms in any quotation, purchase order, order acknowledgment, or invoice provided by Client will not be binding on Altru and will have no legal effect.