This End-User License Agreement (“Agreement”) is a legal agreement between Pro Recruiter LLC [LICENSOR], a company operating under the laws of Delaware, United States, the owner of the Pro-Recruiter AI software (“Software”), and the person or entity using the software (“Licensee”). By accessing, browsing, or otherwise using the Pro-Recruiter AI software, the User agrees to be bound by the terms of this Agreement. If the User does not agree to the terms of this Agreement, the User must not access, browse, or use the Pro-Recruiter AI software.
1. GRANT OF LICENSE
The Licensor grants the Licensee, a resident or entity operating within the United Kingdom, a non-exclusive, non-transferable, limited license to use the Software, subject to the terms and conditions of this Agreement. The British Institute of Recruiters acts solely as a facilitator for payment and access to the Software for UK users on behalf of the Licensor. The British Institute of Recruiters shall have no liability arising from any issues related to the use of the Software.
2. LICENSE RESTRICTIONS
The Licensee agrees that they will not:
3. PROPRIETARY RIGHTS
The Software and all proprietary rights therein, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights, are and will remain the sole and exclusive property of the Licensor.
4. INTELLECTUAL PROPERTY
Licensee acknowledges and agrees that all intellectual property rights in the Software and any content or materials provided through the Software are owned by LICENSOR. Licensee shall not reproduce, distribute, or create derivative works based on the Software or its content without the prior written consent of LICENSOR.
5. WARRANTY DISCLAIMER
The Software is provided “as is” and the Licensor makes no warranties, expressed or implied, as to the suitability of the Software for any purpose. The Licensor shall not be liable for any damages, including but not limited to lost profits or data, arising out of the use or inability to use the Software. Additionally, the Licensor cannot guarantee the uptime of the software on its servers.
6. LIMITATION OF LIABILITY:
The Licensor shall not be liable for any direct, indirect, incidental, special, or consequential damages, including but not limited to loss of profits, loss of data, or business interruption, arising out of the use or inability to use the Software, even if the Licensor has been advised of the possibility of such damages. In no event shall the Licensor's total liability to the Licensee for all damages exceed the total amount paid by the Licensee for the Software under this Agreement.
7. TERM AND TERMINATION
This Agreement shall be effective for a period of twelve (12) months from the Effective Date. Either party may terminate this Agreement upon providing at least thirty (30) days prior written notice to the other party. In the event that the Licensor terminates this Agreement prior to the end of the twelve (12) month term, the Licensor shall be liable for the remaining monthly license fees due under this Agreement, which shall be paid within thirty (30) days of the effective date of termination. If neither party provides notice of termination at least thirty (30) days prior to the end of the twelve (12) month term, this Agreement shall automatically renew for an additional twelve (12) month term, unless otherwise agreed to in writing by the parties.
8. NON-SHARING CLAUSE
Prohibition of Sharing Account Details: The licensee is strictly prohibited from sharing their license or allowing any other person to use their license or access the software. Each user must have their own individual license, and license sharing among employees is strictly prohibited. This includes, but is not limited to, sharing login credentials, passwords, or any other information that would enable unauthorized access to the software.
Consequences of Violation: In the event that the licensee violates the prohibition of sharing account details, the licensee shall be in breach of this agreement. The licensor reserves the right to immediately terminate the licensee's access to the software and pursue any legal remedies available under UK and US law, including seeking damages and injunctive relief.
9. CONFIDENTIALITY
The Licensee agrees to keep confidential all non-public information obtained through using the Software and to use such information only for the purposes of using the Software. This obligation shall survive the termination of this Agreement.
10. PAYMENT TERMS
Payment of the software license fees shall be made by the licensee on a monthly basis, in advance, starting from the date of the agreement. The licensee shall ensure that the payment is made within seven (7) days from the due date. In the event of non-payment, the licensor reserves the right to terminate this agreement and revoke the licensee's access to the software. The licensor may also charge interest on any late payments, at a rate of the Bank of England's base rate plus 2% per month or part thereof, until payment is received in full.
11. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, and the laws of the United Kingdom. The parties agree to submit to the exclusive jurisdiction of the courts of Delaware, United States, and the courts of the United Kingdom as appropriate.
12. MISCELLANEOUS
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties. This Agreement may not be assigned by User without the prior written consent of Company.
Accepted and agreed by:
[Typed Name of Licensee]
[Signature of Licensee]
Date: [Date of signature]
