Layke Analytics AB, company registration number 559283-2835, (“Layke”, “we”, “us”, “our”) provides the Layke Search Chrome extension (the “Tool”) in the Chrome Web Store to help recruiters find candidates on the labour market (the “Services”).
If you are an individual subscriber or use a Trial (as defined below) this Agreement is between you and Layke.
If you are an employee of a company or an organization that has subscribed to the Services (“Enterprise Subscriber”) you are an “Authorized User” of your Enterprise Subscriber and this Agreement is between you and your Enterprise Subscriber, on the one hand, and Layke, on the other hand.
If you enter into this Agreement on behalf of an Enterprise Subscriber, you represent that you have the authority to bind the Enterprise Subscriber to this Agreement, in which case references to “you” in this Agreement shall mean the Enterprise Subscriber. If you do not have such authority, you must not accept this Agreement and may not use the Tool or the Services.
If you are an individual subscriber: In consideration for your acceptance of this Agreement and your payment of all applicable Fees (as defined below), Layke grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and make use of the Tool and the Services solely for your own personal purposes.
If you are an Enterprise Subscriber: In consideration for your agreement to this Agreement and your payment of all applicable Fees (as defined below), Layke grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and make use of the Tool and the Services solely for your internal business purposes. In addition, you may permit such number of Authorized Users as has been agreed between you and Layke to access and make use of the Tool and the Services.
If you are an Authorized User: In consideration for your agreement to this Agreement and your Enterprise Subscriber’s payment of all applicable Fees (defined below), Layke grants you a personal, limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and make use of the Tool and the Services solely for the internal business purposes of your Enterprise Subscriber.
You may access and use the Tool and the Services, but you have to follow specific user instructions, if any, made available by Layke from time to time.
In addition, you may not:
- copy, modify or create derivative works based on the Tool, the Services, the Software or any portion(s) of any of the foregoing (individually and collectively, “Layke IP”);
- distribute, transmit, publish or otherwise disseminate any Layke IP;
- download or store any Layke IP except to the extent that it is part of the intended use of the Services;
- transfer to any third party any of your rights under this Agreement (except to the extent that an Enterprise Subscriber may permit such number of Authorized Users as has been agreed between the Enterprise Subscriber and Layke to access and make use of the Tool and the Services);
- violate or attempt to violate any security or authentication feature or measures of the Tool and the Services;
- attempt to access or derive the source code or architecture of any Software related to the Tool or the Services;
- attempt to probe, scan or test the vulnerability of the Tool or the Services or related Software, or any associated system or network or to breach any security or authentication feature or measures of the Tool, Services or Software, and if you are blocked by Layke from accessing the Tool, Services or Software, you will not implement any measures to circumvent such blocking;
- interfere or attempt to interfere with service to any user, host or network, including, without limitation, by means of submitting malicious software or computer code (“Malicious Code”) to the Tool, the Services or the Software, load testing, overloading, “flooding”, “spamming”, “mail bombing” or “crashing”;
- email or otherwise transmit any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains any Malicious Code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person or entity; or (v) constitutes unsolicited or unauthorized materials;
- automate access to the Tool or the Services, including, without limitation, through the use of APIs, bots, scrapers or other similar devices;
- export or re-export any Layke IP;
- use or access the Tool or the Services, any Software, or Layke IP in order to build a competitive product, service or solution;
- violate any applicable law or regulations in connection with your use of the Tool, the Services or the Software;
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, including, without limitation, an Enterprise Subscriber; or
- permit any third party to do any of the foregoing.
Registration and Security
By completing the registration process for the Tool and the Services, you are agreeing to subscribe to the Services, subject to the terms and conditions of this Agreement. You agree to provide Layke with accurate and complete registration information and to promptly notify Layke in the event of any changes to any such information.
You shall be solely responsible for the security and proper use of all user IDs, passwords or other security devices used in connection with the Tool and the Services, and shall take all reasonable steps to ensure that they are kept confidential and secure, are used properly and are not disclosed to, or used by, any other person or entity. You shall immediately inform Layke if there is any reason to believe that a user ID, password or any other security device issued by Layke has or is likely to become known to someone not authorized to use it, or is being or is likely to be used in an unauthorized way. Layke reserves the right (at its sole discretion) to request that you change your password(s) in connection with the Services, and you shall promptly comply with any such request.
You are solely responsible for all activity in connection with access to the Tool and the Services through your account or using your password, and for the security of your computer systems, and in no event shall Layke be liable for any loss or damages relating to such activity.
Enterprise Subscribers' Responsibility for Authorized Users
Enterprise Subscribers shall ensure that the total number of Authorized Users does not exceed the maximum number of users authorized by and purchased from Layke. Enterprise Subscribers may change Authorized Users as long as the total number of Authorized Users at any time does not exceed the maximum number of users authorized by and purchased from Layke, but Authorized Users may not transfer (including by way of sublicense, lease, assignment or other transfer, including by operation of law) their username or right to use the Tool or the Services to any third party. You, the Enterprise Subscriber, and your Authorized Users are jointly responsible for your Authorized Users’ use of the Tool and Services. You are also responsible for ensuring that all of your Authorized Users comply with all of the terms and conditions of this Agreement. Any violation of the terms and/or conditions of this Agreement by any of your Authorized Users shall be deemed to be a violation thereof by you.
Fees, Payments, and Trial Period
If you have registered to use the Tool and the Services on a trial basis (a “Trial”), then you may use the Tool and the Services for evaluation purposes during the applicable trial period. After the end of the trial period, you may no longer use the Tool, the Services and/or the Software unless you sign up for a paying account.
If you sign up for a paying account, your access to or use of the Tool and the Services shall be contingent upon your payment of all applicable fees as described on the pricing page on our website (the “Fees”); unless you are an Authorized User, in which case your access to or use of the Tool and the Services shall be contingent upon your Enterprise Subscriber’s payment of the Fees. You’re responsible for all applicable taxes, and we’ll charge tax when required to do so.
Upon registering for the Services, unless you are an Authorized User, you will be required to provide payment details. You hereby authorize Layke to charge you all Fees relating to the Services, and you agree to pay all such Fees in accordance with the applicable payment method terms and conditions.
The first invoice for the Services will be issued at the end of the calendar month during which you signed up for a paying account and it will include the Fees for your right to use the Services during such calendar month and the following calendar month. Thereafter invoices will be sent at the end of each month, and they will include the Fees for your right to use the Services during the following month.
Layke reserves the right to revise its Fees, including to add new fees, at any time on thirty (30) days’ notice. Such notice may be sent to you by email to your most recently provided email address. You will be deemed to have received any such notice on the day the email was sent. Your use of the Services after the thirty (30) day notice period constitutes your acceptance of the new or revised Fees. If you do not agree to the revised Fees, you may cancel your subscription as set out below.
Term and Termination
This Agreement shall continue until cancelled by either party. Either party may cancel this Agreement by giving thirty (30) days’ notice period to the other party, although only an authorized representative of an Enterprise Subscriber may cancel the Enterprise Subscriber’s account.
You may give a notice of termination by clicking the “Unsubscribe” button in the Tool or by sending an email to email@example.com and Layke may give such notice by email to your most recently provided email address.
Layke may deny you access to all or any part of the Services or terminate your account with or without prior notice if you engage in any conduct or activities that Layke determines, in its sole discretion, violate this Agreement or the rights of Layke or any third party, or is otherwise inappropriate.
If you are an Authorized User of an Enterprise Subscriber, and this Agreement or the applicable agreement for the Services is terminated in relation to such Enterprise Subscriber, or if you otherwise lose access to the Services via your Enterprise Subscriber (e.g., if you are no longer employed by that Enterprise Subscriber), at which point your account will be terminated and you agree that you may no longer use the Tool, the Services and/or the Software unless you sign up for an individual paying account.
If you are an Authorized User of an Enterprise Subscriber, your Enterprise Subscriber may elect in its discretion and at any time to revoke your Authorized User status, at which point your account will be terminated and you agree that you may no longer use the Tool, the Services and/or the Software unless you sign up for an individual paying account.
Upon termination of your account(s) for any reason, your right to use the Tool, the Services, and/or the Software will immediately cease. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability and miscellaneous provisions.
Except as may be expressly set forth herein, all Fees paid or accrued in connection with any Services are non-refundable.
Access to the Services
You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to or access the Tool and Services, including, without limitation, modems, hardware, software, internet service and telecommunications capacity. You shall be solely responsible for ensuring that such equipment and ancillary services are compatible with the Tool, the Services and the Software.
Changes to the Services or Terms
Layke reserves the right at any time to (i) change any information, specifications, features or functions of the Tool, the Services and/or the Software, (ii) suspend or discontinue, temporarily or permanently, any or all of the Services, including the availability of any feature or content, or (iii) impose limits on certain features and Services or restrict access to parts or all of the Services, in each case with or without prior notice and without any liability to you or any third party. Layke will use its commercially reasonable efforts to notify you of changes to the Tool, the Services and/or the Software that, in Layke’s reasonable opinion, have the effect of materially and adversely diminishing the functionality of the Services to which you have subscribed.
Layke may, from time to time, update or revise this Agreement. If Layke updates or revises this Agreement, Layke will notify you by email to your most recently provided email address. Your use of the Tool and the Services following any such update or revision constitutes your agreement to be bound by and comply with this Agreement as updated or revised.
If you cancel your subscription within ten (10) days following such notice by Layke in accordance with the two preceding paragraphs, then Layke will refund you a pro-rated portion of any pre-paid Fees for the affected Services applicable to the cancelled portion of the pre-paid subscription term, if any.
Links to Third-party Sights
Any links in the Tool to third-party platforms are provided for your convenience only. If you choose to access third-party platforms or obtain products or services from third parties, you do so entirely at your own risk and such access is between you and such third party. Layke does not warrant or make any representation regarding the legality, accuracy or authenticity of content presented by such platforms or any products or services offered by third parties and shall have no liability for any loss or damages arising from the access or use of such platforms, products or services.
Consent to Receive Emails
We only send marketing communications to users located in the European Economic Area (EEA) with your prior consent, and you may withdraw your consent at any time by clicking the “Unsubscribe” link found within Layke’s emails and changing your contact preferences. Please note you will continue to receive transactional messages related to our Services, even if you unsubscribe from marketing emails.
Data Collection and Privacy
Ownership and Usage Data
All intellectual property rights in and to the Tool, the Services and the Software and other Layke IP are and shall remain the sole property of Layke and its affiliates and licensors, as applicable, and you shall acquire no right of ownership or use with respect to the Tool, the Services, the Software or other Layke IP except as specified in this Agreement.
You may, from time to time, provide Layke with suggestions, comments, recommendations, improvements, solutions, bug fixes, features, concepts, techniques, ideas, know-how and/or any feedback regarding the Tool, the Services, the Software and/or any of Layke’s related technologies (“Feedback”). Any and all Feedback is and shall be given entirely voluntarily. As between you, Layke and, if applicable, your Enterprise Subscriber, all Feedback shall be exclusively owned by Layke, and you hereby make all assignments necessary to accomplish the foregoing ownership, and as a result, Layke shall be freely entitled to reproduce, prepare derivative works, disclose to third parties, display and perform (publicly or otherwise), sell, lease, license, distribute and otherwise use and exploit any and all such Feedback as it deems appropriate, at its sole discretion, without obligation or liability of any kind to you, your Enterprise Subscriber (if applicable) or any other person or entity.
When you use the Tool and the Services, we collect Log Data such as browser version, extension version, date and time of use ("Log Data") and all data regarding your use of the Tool and the Services (“Usage Data”). The Log Data is logged to keep the Tool working and the Usage Data is collected to provide, improve, and develop the Services. By using the Tool and the Services you agree to our collection of the Log Data and the Usage Data and that such data is exclusively owned by Layke, and you hereby make all assignments necessary, if any, to accomplish the foregoing ownership, and as a result, Layke shall be entitled to use, sell, lease, license, and otherwise use the Log Data and the Usage Data in any way it deems appropriate without obligation or liability of any kind to you, your Enterprise Subscriber (if applicable) or any other person or entity.
To the maximum extent permitted by applicable law, Layke disclaims any and all warranties and conditions, express or implied, regarding the Tool, the Services and/or the Software, including but not limited to, any implied warranties or conditions in respect of quality, usage, timeliness, reliability, and performance. You agree that your use of the Tool, the Services and the Software are at your own sole risk and that the Tool, the Services and the Software are provided on an “as is” basis and Layke does not warrant that the operation of the Tool, the Services and/or the Software will meet your requirements or will be uninterrupted or error-free.
Limitation of Liability
In no event shall Layke be liable with respect to the Tool, the Services and/or the Software for (i) any amount in the aggregate in excess of the Fees you have actually paid to Layke during the twelve (12) month period immediately preceding the event(s) giving rise to such liability, (ii) any lost profits; or (iii) any indirect, incidental, punitive, special, exemplary or consequential damages of any kind whatsoever.
Governing Law and Dispute Resolution
This Agreement shall be governed by, and construed in accordance with, Swedish law, without regard to conflict of law or other principles that would result in the application of the laws or regulations of any other jurisdiction.
Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be Swedish.
This Agreement and the rights and obligations herein are personal to you, and you may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of Layke. Layke may freely assign this Agreement, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.
If any one or more of the provisions of this Agreement is for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision(s) shall be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
If Layke is unable to perform any obligation under this Agreement because of any matter beyond its reasonable control, such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving employees of Layke), acts of local or central government or other competent authorities, problems with telecommunications providers, hostile network attacks or other events beyond Layke’s reasonable control (each, a “Force Majeure Event”), Layke will have no liability to you for such failure to perform; provided, however, that Layke shall resume performance promptly upon removal of the circumstances constituting the Force Majeure Event. You will not be liable to pay for the Services during a period when the Services are not available to you due to a Force Majeure Event.
This Agreement constitutes the entire agreement between Layke and you with respect to its subject matter and supersedes all prior communications and proposals, whether electronic, oral or written, between Layke and you.
No waiver or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of each party.
Layke Analytics AB
Org. nr.: 559283-2835
111 35 Stockholm
Latest update: 03.11.2022