AGREEMENT FOR THE USE OF VIDEOLIND SOFTWARE

This agreement (hereinafter "Agreement") regulates the grant of use of the software named "Videolind" (hereinafter "Software") created by Circaloop OÜ (hereinafter "Licensor"). Persons conducting economic and professional activities can use the Videolind Software in their recruitment process to interview job applicants by video.

For the purposes of this Agreement, the term "Software" also includes all possible upgrades, modifications and updates provided for the Licensee’s use. In this Agreement, the Licensor and the Licensee are jointly referred to as the "Parties".

If a company, organisation, institution or and individual acting as their representative or their employee (hereinafter "Licensee") launches, opens and uses the Software, they undertake to comply with the terms and conditions of this Agreement and accept that the Agreement is legally binding. Acceptance of the terms and conditions of the Agreement is confirmed by using the Software.

If the Licensee does not understand the terms and conditions of the Agreement or if the Licensee does not accept such terms and conditions, the Licensee does not have the right to enter the Software system or to use the Software.

The Licensee is aware that the Agreement does not constitute a sale of the Software or the transfer of rights related thereto and that these are only licensed and granted into their use temporarily. The license is valid for 14-days from the date of account activation.

The Software is protected by copyright regulations, principles and treaties as well as other legal norms concerning intellectual property, as applicable in the Republic of Estonia and internationally.

LICENCE TO USE THE SOFTWARE

The Licensor grants the Licensee a non-exclusive, non-transferable right (i.e. a non-exclusive license) under the terms and conditions of the Agreement to use the Software for its intended purpose within the scope of its existing features (hereinafter "Licence"). The Licence is valid only for commercial (i.e. non-personal) use of the Software.

The Licensee does not have the right to modify, fix or upgrade the Software, to add the works of other authors to the Software, to copy the Software or to distribute such copies to any third parties in any way (incl. selling, gifting or otherwise delivering, renting, lending etc.), to translate or reconfigure the Software or to exercise other rights not expressly stipulated in the Agreement, whereas the Licensee is also prohibited from opening the sealed files of the Software and from accessing its source code.

The Licence granted by this Agreement is a one-time personal licence which is valid for a 14-day period. The Licence is valid from and the rights to use the Software start as of the moment when the Licensor grants the Licensee access to the Software.

The Licensee does not have the right to transfer (incl. selling, gifting or otherwise assigning, renting, lending etc.) the Software, the Licence granted by the Agreement or other rights and obligations arising from the Agreement, to offer these to a third party (incl. by offering a service based on the use of the Software), to issue sublicences or otherwise enable third parties to use the Software (except for enabling the Licensee’s employees to use the Software in accordance with clause 4.3), without the prior written consent of the Licensor.

The Licence granted by this Agreement does not grant any rights to use the Licensor’s trademarks, including the mark "Videolind". The Licensee is prohibited from registering, either as a trademark or a domain name in any country or register, any mark that is identical or similar to or otherwise associable with the aforementioned mark.

REPORTING AND SUPPORT SERVICES

The Licensee undertakes to immediately inform the Licensor of any and all bugs, defects, problems, malfunctions and failures experienced in the course of using the Software.

If the Licensee, upon using the Software, experiences a significant failure that prevents the continued use of the Software during the Licence period, the Licensor undertakes to do everything in its power to restore the Licensee’s use of the software within four (4) working days of receiving the respective notice.

The software (incl. the source code, object code, texts and design attributable to the software, the instruction manual and other documents) are copyrighted. The copyrights related to the Software, the rights related to the "Videolind" name and logo used to market the Software, as well as all other possible intellectual property rights belong to the Licensor or its contract partners. This Agreement does not limit the Licensor’s right to exercise such rights and to grant such rights to third parties.

By this Agreement, the Licensee is only granted the right to use the Software in the extent stipulated in the Agreement for the purpose of getting acquainted with using the Software, whereas the Licensee does not acquire the Software code or any other copyrights or intellectual property rights.

SOFTWARE AS A SERVICE

The Licensee shall use the Software in their recruitment process to conduct video interviews with applicants. The Licensee is fully responsible for the content and conduct of the interviews. The Parties have agreed that the Licensee shall use the Software as an online service provided by the Licensor where the Software has been installed on a server controlled by the Licensor and the system functions on a website managed by the Licensor which the Licensee can access with their user name and password through a personalised link for the duration of the Agreement. The Licensor records and saves all video interviews conducted by the Licensee to a server located in the European Economic Area.

The Licence to use the Software is personal, meaning that the Licensee can only grant the following users the right to use the software: (i) all of the Licensee’s employees who in the Licensee’s opinion need access to the Software and the videos in the recruitment process. Furthermore, the Licensee can only forward their personalised link for accessing the Software to employee email addresses located on the same domain as the Licensee’s official email address. The Licensee is liable to ensure that the employees that have been granted access do not breach the terms and conditions of this Agreement.

The information transmitted in the course of the video interviews created by using the Software is subject to the Licensor’s privacy policy which has been disclosed on the website where the Software can be accessed. The Licensee is solely responsible for ensuring that the requisite legal and/or formal data protection procedures for processing the data collected by them in the course of conducting the video interviews have been followed, including any requisite registry operations to ensure compliance with data protection laws. The Licensee is also obligated to ensure conditions which prevent possible violations of the Licensor’s intellectual property by the Licensee’s employees and third parties.

As the system mentioned in clause 4.1 also has other users, the Parties agree that the Licensee does not have the right to abuse the respective system, whereas this includes (a) using the system for illegal purposes or other purposes for which it was not designed or in a manner that disrupts or damages the system or the servers maintaining it; (b) using the system in a manner that corrupts or destroys the data and other information stored therein; (c) transmitting viruses to the system which damage or may damage the system; (d) intentionally increasing the load on the system without a reasonable justification and need to do so; (e) using the system in any other way which might cause the Licensor or other persons using the system to suffer any damage.

After the expiry or termination of the Licence, the Licensor will terminate the Licensee’s access to the server and the Software system located on the website managed by the Licensor. The Licensor will store the data collected and the video interviews conducted by the Licensee on its server for up to two (1) year from the date of each interview, after which the data will be deleted.

After the expiry or termination of the Licence, the Licensor will terminate the Licensee’s access to the server and the Software system located on the website managed by the Licensor. The Licensor will store the data collected and the video interviews conducted by the Licensee on its server for up to two (1) year from the date of each interview, after which the data will be deleted.

CONFIDENTIALITY

The Licensee undertakes to maintain and to ensure that each of their representatives or employees authorised to use the Software maintains the confidentiality of (a) any information and material relating to the Software and the functioning thereof which is not publicly available and (b) the Licensor’s business, commercial and technical information which is not publicly available and other information relating to the Agreement which has come to the Licensee’s knowledge if it can be reasonably assumed that the Licensor is interested in maintaining its confidentiality.

The Licensee undertakes to maintain and to ensure that each of their representatives or employees authorised to use the Software maintains the confidentiality of (a) any information and material relating to the Software and the functioning thereof which is not publicly available and (b) the Licensor’s business, commercial and technical information which is not publicly available and other information relating to the Agreement which has come to the Licensee’s knowledge if it can be reasonably assumed that the Licensor is interested in maintaining its confidentiality.

The aforementioned confidentiality obligation is not applicable to information and material which is publicly available in a lawful way (i.e. that has become public through disclosure on in another way without a violation of the Agreement or any person’s unlawful act) or the disclosure of which was allowed by the other Party in writing, or which the respective Party is obligated to disclose pursuant to law.

The aforementioned confidentiality obligation is not applicable to information and material which is publicly available in a lawful way (i.e. that has become public through disclosure on in another way without a violation of the Agreement or any person’s unlawful act) or the disclosure of which was allowed by the other Party in writing, or which the respective Party is obligated to disclose pursuant to law.

LIABILITY

If the Licensee breaches the obligations and requirements stipulated in clauses 1.3, 1.4 or 4.5 or in chapter 5 of the Agreement, the Licensee undertakes to pay, for each breach, a contractual penalty in the amount corresponding to the 12 months’ Licence Fee for using the Software.

The right to demand a contractual penalty does not preclude the Licensor’s right to demand compensation of damage in the extent that it exceeds the contractual penalty.

The right to use the Software is granted "as is" without any warranties and, consequently, the Licensee has no right to file claims against the Licensor in relation to error in the Software or inconveniences in using the Software. The Licensor’s obligation is to ensure that the Licensee can continue the use of the Software in the manner stipulated in the Agreement in the state that the Software was at the time of signing the Agreement. The Licensor is not liable for the parameters or failures of the hardware used by the Licensee, the effects of other software used by the Licensee, issues regarding internet connectivity, network load, interruptions or failures or any other interference in the use of the Software which arise due to circumstances independent of the Licensor.

The Licensor is not liable for the results of the Licensee using or not using the Software. The Licensee uses the Software fully at its own responsibility and is solely responsible for the lawfulness, completeness, validity etc. of any data and information entered in the system based on the Software as well as the video interviews. The Licensor is in no way responsible for the results of the competition organised by the Licensee in the course of which the video interview is conducted and the Licensor is also not responsible for the information provided by the applicants over video.

The Licensor does not give the Licensee any assurances and does not guarantee:

In addition to other limitations stipulated in the Agreement, the Licensor’s contractual liability is in any case limited only to the direct material damage caused to the Licensor and shall not, in any case, exceed the Licence Fee payable by the Licensee for one year. The Licensor is not obligated to compensate the Licensee for loss of income or any damage related to the loss or destruction of data or information or any other indirect or non- patrimonial damage. Limitations of liability shall not be applicable upon an intentional breach of obligations.

VALIDITY AND TERMINATION OF THE AGREEMENT

The Agreement enters into force upon the Licensee first entering the Software system, whichever takes place earlier under the circumstances. The Agreement is valid for 14 days from the first sign in by the Licensee.

Either Party has the right to cancel the Agreement and the applicable Licence by providing one (1) month’s advance notice to the other Party. Upon cancellation by the Licensee, the Licensee does not have the right to demand the reimbursement of Licence Fees it has already paid.

The Licensor has the right to cancel the Agreement without advance notice if the Licensee materially breaches any obligation stipulated in the Agreement and has not remedied such breach within 14 days of the Licensor submitting the respective demand.

The Licensee has the right to cancel the Agreement without advance notice if the Licensor materially breaches any obligation stipulated in the Agreement and has not remedied such breach within 14 days of the Licensee submitting the respective demand. A material breach by the Licensor primarily means that the use of the Software is not possible for more than 7 consecutive days due to circumstances dependent on the Licensor.

Obligations arising from chapter 5 of the Agreement are valid indefinitely.

After the expiry of the Agreement, the Licensee, at the Licensor’s request, undertakes to return or destroy all copies of the Software and related materials in its possession and to delete the Software from their computer memory within ten (10) days.

FINAL PROVISIONS

Any dispute, disagreement, controversy, misunderstanding and claim arising from the Agreement will be resolved by negotiations. Upon a failure to reach an agreement, the first instance court for resolving dispute will be Harju County Court.

The Agreement shall be governed by and construed pursuant to the laws of the Republic of Estonia.

The Licensor has the right to amend the terms and conditions of the Agreement due to amendments in legislation, judicial practice or if this is warranted by changes in the Software or the services provided. The Licensor shall provide 30 days’ advance notice of the terms and conditions of the Agreement and publish the new terms and conditions in the Software interface.