Master Agreement

MASTER AGREEMENT

This master agreement (hereinafter referred to as the “Agreement”) together with any additional terms implemented in the Order Form constitute a legal agreement between Devskiller sp. z o.o., a company registered under the laws of Poland under company number 0000472423, registered address: Lindleya 16, 02-013 Warsaw, Poland (hereinafter referred to as “Us”, “We”, “Our” or “Devskiller”), and You or the entity that You represent (meaning respectively a natural person – not a consumer, a legal person and/or organizational unit without legal personality, who in the course of its business uses the Service in any manner) (“You”, “Your”, “Yourself” or “Customer”), which governs Your use of Our Service accessible through Website.

The Customer and Devskiller are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Please read this document carefully before using the Service and make sure you understand and agree to its wording before using the Service.

Your use of the Service is expressly conditioned upon Your assent to and compliance with all of the provisions of the Agreement. By using the Service in any manner, You agree that You have read and agree to be bound by and a Party to this Agreement together with any additional provisions of the Order Form, and You represent and warrant that You are authorized to bind the Customer with the Agreement. If You disagree with any part of the Agreement, then You may not access the Service.

If You have any questions about this Agreement, please contact Us at: support@devskiller.com.

THE PARTIES HEREBY AGREE AS FOLLOWS:

DEVSKILLER SERVICE

1.1. This Agreement constitutes a legal contract between Devskiller and You which governs Your use of Our Service accessible through Our Website. Please read this document carefully and make sure you understand and agree to its wording before using the Service.

1.2. Your use of the Service is expressly conditioned upon Your assent to and compliance with all of the provisions of the Agreement. By using the Service in any manner, You agree that You have read and agree to be bound by and a Party to the Agreement, and You represent and warrant that You are authorized to bind the Customer with the Agreement. If You disagree with any part of the Agreement, then You may not access the Service.

1.3. Devskiller may subcontract its obligations hereunder (provided that Devskiller shall at all times remain fully responsible for the performance of any subcontractor).

1.4. The Parties shall be independent contractors under this Agreement, and nothing herein shall constitute either Party as the employer, employee, agent or representative of the other Party, or both Parties as joint venturers or partners for any purpose.

1.5. Devskiller hereby grants You a non-exclusive, non-sublicensable, non-transferable right to access and use the Service subject to the terms, conditions and restrictions set forth in the Agreement.

1.6. You agree to pay for the Service in accordance with Our Fees, as further set forth below.

1.7. Customer’s access to the Service shall commence on the start date specified in the Agreement, but not earlier than the date on which You first register Your Account, and shall continue for the Subscription Term specified in the Agreement until terminated as set forth below.

1.8. You agree to provide Us with current, complete and accurate information (which may include Your credit card number, the expiration date of Your credit card, Your billing address) and to maintain and properly update such information (hereinafter referred to as the “Billing Details“). You further agree that, in providing such Billing Details, You will not knowingly omit or misrepresent any material facts or information and that You will promptly enter corrected or updated Billing Details via the Service, or otherwise advise Us promptly in writing of any such changes or updates. You further consent and authorize Us to verify Your Billing Details as required for Your use of and access to the Service.

1.9. The Billing Details belong to You and by utilizing the Service, You grant Devskiller a license to use them for the purposes of fulfilling our Service obligations to You and Devskiller shall otherwise use commercially reasonable efforts to keep such information confidential and secure in accordance with general industry standards. Devskiller has and will continue to be GDPR compliant and agrees to comply with all applicable laws and regulations (including those relating to privacy and data security), with regards to its use, access and storage of billing data on Your behalf. Following any termination or expiration of the Agreement, Devskiller will retain a copy of Your Billing Details for a period indicated in Our Privacy Policy. You acknowledge and agree that (i) You are solely responsible for the accuracy, quality and legality of the Billing Details, and (ii) You are solely responsible for exporting a copy of Your Billing details prior to any such termination or expiration.

1.10. You agree that You will not allow another person to use the credentials used to access the Account (collectively referred to herein as “Credentials”) in order to use the Service under any circumstances. You are solely and entirely responsible for unauthorized access to the Service as well as maintaining the confidentiality of Your Credentials and for any charges, damages, liabilities or losses incurred or suffered as a result of You failure to do so. We are not liable for any harm related to the theft of the Credentials, Your disclosure of the Credentials, or Your authorization to allow another person to access and use the Service using the Credentials – if such events were caused by You. You shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service. Furthermore, You are solely and entirely responsible for any and all activities that occur under the Account including any charges incurred relating to the Service. You agree to immediately notify Us of any unauthorized use of the Account or any other breach of security known to You. You may be held liable for losses incurred by Devskiller or any other user of the Service or visitor to the Website due to someone else using the Credentials as a result of Your failing to keep the Credentials secure and confidential.

1.11. When using or otherwise accessing the Service, You shall at all times comply with the then-current Policy Privacy.  By using the Service in any manner, You agree that You have read and agreed to Our Privacy Policy.

1.12. In order to perform the Agreement, the Customer, as a personal data administrator entrusts the processing of personal data to Devskiller. Detailed rules for entrusting personal data are regulated by the Data Protection Agreement constituting schedule 2 to this Agreement.

USE AND LIMITATIONS

2.1. We will make reasonable efforts to keep the Service operational 24 hours a day/7 days a week, except for: (i) planned downtime (of which We will use reasonable efforts to provide at least 72 hours prior notice); or (ii) any unavailability caused by circumstances beyond Our control, including but not limited to, force majeure, fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, epidemics, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third-parties, or any other cause beyond Our reasonable control. We will have no obligation to provide a refund of any amounts previously paid to Us.

2.2. Devskiller may change, suspend, or discontinue all or any part of the Service at any time, with reason (including, without limitation, for any nonpayment of any fees due hereunder). You acknowledge that the operation of the Service may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Devskiller shall not be responsible to You or others for any such interruptions, errors or problems or an outright discontinuance of the Service. Devskiller has no obligation to continue producing or releasing new versions of the Service. We will have no obligation to provide a refund of any amounts previously paid to Us.

2.3. We will aim to notify You of any planned Service maintenance that might impact the availability of the Service. We will also inform You of on-going Service which has been affected by an unexpected system downtime.

2.4. We make no representation as to the availability of Your payment gateway service provider and We are not responsible for any downtime or system outage of Your payment gateway service provider.

2.5. You represent, warrant and agree that You will only use the Service in compliance with all applicable laws and regulations, and that You will not use the Service to violate, infringe, or misappropriate any intellectual property or other proprietary right of any third party (including, without limitation, any rights of privacy or publicity).

2.6. Customer is responsible for making all arrangements necessary in order for it, its Company Manager, Users or anyone else authorized by Customer, including its Candidates, to have access to the Service and for maintaining its network connections in order to use the Service. Customer is responsible for ensuring that their Candidates have the details they need to use the Service. Customer agrees that their Candidates must agree to Our Terms of Assessment before they take a Test Session.

2.7. Each Account is limited to sending out a maximum of 1000 invites a month if not stated otherwise.

2.8. We may, in Our sole discretion, temporarily block, disable, cancel or suspend access to the Account and Service for certain reasons:

2.8.a. We determined that You have breached the Agreement or violated any applicable law;

2.8.b. We determined that You fail to pay any amount owed to Us within 7 days of the due date;

2.8.c. We determined that You are insolvent, bankrupt, unable to pay Your debts;

2.8.d. Service availability errors occur;

2.8.e. if fraud or an unauthorized or illegal transaction is suspected.

We will have no obligation to provide a refund of any amounts previously paid to Us.

TRIAL

3.1. Devskiller may, at its sole discretion, offer a subscription with a Free Trial for a limited period of time.

3.2. Shall Customer decide to use Free Trial, Customer’s access to the Service shall commence on the date on which You first sign in to Your Account or on the date specified in the Agreement, but not earlier than date on which You first sign in to Your Account.  If Customer registers for a Free Trial, Devskiller will make the Service available to Customer and its Users on a trial basis free of charge until the earlier of: (i) the end of the Free Trial period; (ii) the start date of any Subscription Term purchased by Customer; or (iii) termination of the Free Trial by Devskiller in its sole discretion.

3.3. If You sign up for the Free Trial, You will not be charged by Us until the Free Trial has expired.

3.4. At any time and without notice, We reserve the right to modify the terms and conditions of the Free Trial or cancel such Free Trial offer.

3.5. Paid Trial is also available on the Service. By selecting such Paid Trial You agree to pay Us a one-time Fee indicated for such chosen Service.

3.6. Any User Content submitted to the Service, and any configurations or customizations made to the Service by or for Customer during the Free Trial or Paid Trial may be permanently lost unless Customer purchases the same Service as covered by the Free Trial or Paid Trial

3.7. Devskiller may provide our standard support service for the Paid Trial/Free Trial to You at no additional charge.

CUSTOMER RESPONSIBILITIES

4.1. You are solely responsible for procuring and maintaining Your network connections in order to access the Service and ensuring that Your network and systems do not interfere with Service access.

4.2. You will not describe or assign keywords while using the Service (including to Your Test) in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others. We reserve the right to change or remove any description or keyword that We consider inappropriate or unlawful, or otherwise likely to cause Us liability.

4.3. Customer shall not:

4.3.a. use the Service in any way that could damage, disable or impair the Service;

4.3.b. use the Service to store or transmit malicious code;

4.3.c. interfere with or disrupt the integrity or performance of the Service or third-party data contained therein;

4.3.d. attempt to gain unauthorized access to the Service or its related systems or networks;

4.3.e. copy the Service or any part, feature, function or user interface thereof;

4.3.f. access the Service in order to build a competitive product or service.

FEES AND PAYMENTS

5.1. Customer will pay Devskiller Fees in accordance with the Agreement. Fees will be at the rates set forth and agreed upon by You in the Agreement.

5.2. Payments reflecting Fees for a particular Subscription Term will be billed and deducted from Your authorized credit card. By providing credit card data, Customer agrees that Devskiller is authorized to charge all applicable Fees when due and any other charges Customer may incur in connection with Customer’s use of the Service.

5.3. If Devskiller does not collect a Fee from Customer’s credit card, Devskiller may still invoice Customer for the charges.  Customer will pay all invoiced amounts within the term specified in the invoice.

5.4. Payment obligations are non-cancelable and Fees paid are non-refundable.

5.5. Shall the Agreement renewal occur You authorize Us to collect the then-applicable Fee for the Service in accordance with the Agreement.

5.6. Prices established in this Agreement are exclusive of taxes and other fees which may be imposed. Customer is solely responsible for the payment of all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body arising from Devskiller’s provision of the Service hereunder (collectively, hereinafter referred to as the “Taxes”), except any taxes assessed upon Devskiller’s net income. If Devskiller is required to directly pay Taxes related to Customer’s use or receipt of any Service, Customer agrees to promptly reimburse Devskiller for any amounts paid by Devskiller.

5.7. Without limiting any remedy available to Devskiller, if You fail to pay any Fees due hereunder, Devskiller may suspend Your access to the Service.

5.8. Devskiller is not liable for any losses relating to chargebacks, fraudulent charges, or other actions by You or Your Users that are deceptive, fraudulent or otherwise invalid (hereinafter referred to as the “Fraudulent Actions”). By using the Service, You hereby release Desvkiller from any liability arising from Fraudulent Actions. You will also use best efforts to promptly notify Devskiller of any Fraudulent Actions which may affect the Service. Devskiller reserves the right, in its sole discretion, to terminate the Account if You engage in, or permit any other User to engage in, Fraudulent Actions.

PROPERTY RIGHTS AND USE OF CONTENT

6.1. We do not sell, trade, or rent data provided by the Customer to others. We may share generic aggregated demographic information not linked to any specific information regarding certain candidates or companies.

6.2. The Service contains content and technology of Devskiller or Devskiller’s licensors that is protected by copyright, trademark, trade secret and other laws. As between the Parties, Devskiller is the owner or licensee of intellectual property and other proprietary rights to the Service, including but not limited to the design, artwork, logos, functionality, and documentation relating thereto (hereinafter referred to as the “Property“). You may not:

6.2.a. copy, modify, or reverse engineer any part of the Service or any Property;

6.2.b. rent, sell, lease, distribute, provide or otherwise use the Service for the benefit of any third party; or

6.2.c. remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof.

6.3. This Agreement does not transfer from Us to You any Property or any third-party intellectual property, and all right, title and interest in and to such property will remain (as between the Parties) solely with Us or its respective owner. All such rights are reserved.

6.4. The names, logos or trademarks of any third-party companies and products mentioned on the Service may be the trademarks of their respective owners.

6.5. Any text, images, software, graphics, audio files, videos, messages, links or other materials uploaded or created in the Service by a You or a User (collectively, hereinafter referred to as the “User Content”) shall respectively belong to You or the User that posted such User Content. You may use any User Content posted by You in any other way without restriction.

6.6. In order to operate the Service, Devskiller needs the right to make certain uses of your publicly posted User Content. By uploading or creating User Content in the Service, You or the Users grant Us a worldwide, non-exclusive, royalty-free license to publish and distribute such User Content for the purpose of performing Our obligations under this Agreement. Therefore, You agree that Devskiller may use and make available such User Content, solely as reasonably necessary to provide the Service to You.

6.7. You are entirely responsible for the User Content, including its quality and legality, as well as any harm resulting from such User Content. By making User Content available through the Service, You represent and warrant that:

6.7.a. You have all rights, power and authority necessary to grant the respective rights to Devskiller to any such User Content or You have fully complied with any third-party licenses relating to the User Content;

6.7.b. the downloading, copying and use of the User Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;

6.7.c. if Your employer has rights to User Content, You have either received permission from Your employer to post or make available the User Content, including but not limited to any software, or secured from Your employer a waiver as to all rights in or to the User Content;

6.7.d. You are responsible for any claims that arise due to the fact that You may infringe any proprietary right to User Content;

6.7.e. the User Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;

6.7.f. the User Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third-party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);

6.7.g. the User Content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;

6.7.h. the User Content is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and websites, and similar unsolicited promotional methods;

6.7.i. the User Content is not presented in a manner that misleads Your readers into thinking that You are another person or customer.

6.8. If You delete User Content, We will use reasonable efforts to remove it from the Service, but You acknowledge that caching or references to the User Content may not be made immediately unavailable.

6.9. Without limiting any of those representations or warranties, We reserve the right, in Our sole discretion, to delete any content, including User Content, from the Service or terminate or deny access to and use of the Service to Users that, in Our reasonable opinion, violates the Agreement or any of Our policies or is in any way harmful or objectionable. We have no obligation to provide a refund of any amounts previously paid. We keep a protected copy of the User Content for a period indicated in the Privacy Policy.

6.10. You agree that Devskiller may use Your name and logo to identify You as a Devskiller customer on its website or in other sales or marketing materials. You may withdraw this permission at any time by e-mailing a withdrawal request to support@devskiller.com.

6.11. Devskiller respects the intellectual property of others. If You believe that material located on or linked to by Devskiller Website constitutes copyright infringement, or Your intellectual property rights have been otherwise violated, please provide such information to Devskiller. We will respond to all such notices, including as required or appropriate, by removing the infringing material or disabling all links to the infringing material. We will disable or terminate a User’s access to and use of the Service if, under appropriate circumstances, the User is determined to be a repeat infringer of others’ rights. In the case of such disabling or termination, We will have no obligation to provide a refund of any amounts previously paid to Us.

6.12. We have not reviewed, and cannot review, all of the material, including computer software, posted to the Service and cannot therefore be responsible for that material’s content, use or effects. By operating the Service, We do not represent or imply that We endorse the material there posted, or that We believe such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect Yourself and Your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. We disclaim any responsibility for any harm resulting from the use by Users of the Service, or from any downloading by those Users of content there posted.

THIRD-PARTY PRODUCTS

7.1. The Service may contain features designed to operate with other applications. To use such features, the Service may provide You with access to, be integrated with, or contain links or references to, products, services, data, information, sites or other materials which are provided or operated by third parties and You may be required to obtain access to other applications from their providers and may be required to grant Us access to Your account(s) on the other applications (collectively, hereinafter referred to as the “Third-Party Products“). Third Party Products are not under Devskiller’s control, and You acknowledge that Devskiller is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Third-Party Products. Any purchase or use of Third-Party Products by You shall be subject only to the additional terms for such Third-Party Products. You shall comply with all Third-Party Terms and shall indemnify and hold Devskiller harmless from all damages, costs, settlements, attorneys’ fees and expenses arising from or related to Your breach of any Third-Party Terms. Any provision by Devskiller of Third-Party Products and any exchange of data between You and any third-party provider of a Third-Party Product is solely between You and the applicable third-party provider.

7.2. If the third-party provider ceases to make the other application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing those Service features without entitling You to any refund or other compensation.

DISCLAIMER OF WARRANTIES

8.1. You expressly understand and agree that Your use of the Service is at Your sole risk. The Service is provided on an “as is” and “as available” basis. Devskiller and its subsidiaries, affiliates, officers, employees, agents, partners, suppliers and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

8.2. Devskiller and its subsidiaries, affiliates, officers, employees, agents, partners, suppliers and licensors make no warranty that (i) the Service will meet Your requirements or expectations, (ii) that Your access to or use of the Service will be uninterrupted, continuous, timely, secure or error free, (iii) that any defects in the Service will be corrected, or (iv) that the Service or any server through which You access the Service is free of viruses or other harmful components. You understand that You obtain access to services at Your own discretion and risk. You should use Your own virus protection software.

8.3. You understand that in using the Service, sensitive information will travel through third-party infrastructures which are not under Devskiller’s control (such as third-party servers). Devskiller makes no warranty with respect to the security of such third-party infrastructures.

8.4. Any material downloaded or otherwise obtained through the use of the Service is accessed at Your own discretion and risk, and You will be solely responsible for any damage to Your computer system or loss of data that results from the download of any such material.

8.5. No advice or information, whether oral or written, obtained by You from Devskiller or through or from the Service shall create any warranty not expressly stated in the Agreement.

LIMITATION OF LIABILITY

9.1. To the fullest extent permitted by applicable law, under no circumstances shall Devskiller, its subsidiaries, affiliates, officers, employees, agents, partners, suppliers and licensors be liable to You or to other party on account of any claim (whether based upon principles of contract, warranty, negligence, strict liability or other tort, breach of any statutory duty, the failure of any limited remedy to achieve its essential purpose, or otherwise) for: (i) any special, consequential, incidental, or exemplary damages, including but not limited to lost profits, even if a party has been advised of the possibility of such damages, or (ii) any amounts in excess (in the aggregate) of the fees paid (or payable) by You under the Agreement during the six (6) months period immediately preceding any claim, or (iii) the cost of procurement for substitute products or services; (iv) interruption of use or loss or corruption of data.

9.2. We shall have no liability for any failure or delay due to matters beyond our reasonable control.

9.3. You and Devskiller both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

9.4. Except for performance of a payment obligation, neither Party shall be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to force majeure, fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, epidemics, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable control. In the event any of the foregoing events results in Devskiller not being able to provide the Service for a period of more than thirty (30) days, then either Party may terminate the Agreement upon written notice to the other Party.

INDEMNIFICATION

10.1. You will indemnify and hold Devskiller harmless from all damages, costs, settlements, attorneys’ fees and expenses arising from or related to the Service or portions or components thereof to the extent (i) modified by You after delivery by Devskiller, (ii) combined by You with other products, services, processes or materials where the alleged infringement relates to such combination, (iii) where You continue the allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (iv) where Your use of the Service is not strictly in accordance with the Agreement.

CONFIDENTIALITY

11.1. During the term of this Agreement and for a period of three (3) years thereafter, each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of a like kind and not to disclose such Confidential Information.

11.2. The Receiving Party may disclose Confidential Information:

11.2.a. with Disclosing Party’s written consent;

11.2.b. to its officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who need to know such information in connection with this Agreement and who are bound by written agreements requiring the protection of such Confidential Information. The Parties shall be liable vis- -vis one another for any disclosure of information by the above persons.

11.3. This Clause shall not apply to information which:

11.3.a. has been released to the general public pursuant to written permission from the other Party;

11.3.b. has been disclosed for the direct purpose of safeguarding the legal interests of a Party in a dispute with another Party pending before a competent authority;

11.3.c. has been released in performance of the duty to provide information to duly empowered authorities in accordance with applicable laws.

11.4. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

11.5. At any time upon the request of the Disclosing Party, the Receiving Party will destroy all Confidential Information of the Disclosing Party, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic form; provided, however, that the Receiving Party shall not be required to return or destroy electronic copies that are automatically stored in accordance with the Receiving Party’s generally applicable backup policies and which are not reasonably accessible by the Receiving Party (hereinafter referred to as the “Backup Media”). All Backup Media shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of this Agreement, so long as it remains undeleted.

TERMINATION OF THE AGREEMENT

12.1. Devskiller may terminate this Agreement at any time, in case of Your breach of this Agreement, violation of applicable law, by providing written notice to You.

12.2. Upon termination of this Agreement any and all licenses granted by Us shall also be terminated, the Service will be active until the end of the current billing cycle and then the access shall be terminated.

12.3. Upon any termination of this Agreement, any amounts owed to Devskiller which accrued prior to such termination will become immediately due and payable.

12.4. Devskiller may terminate this Agreement at any time, without any reason providing you 60 days’ notice. In such case, We refund You all amounts for the remaining period of the Agreement.

MODIFICATIONS TO THE AGREEMENT

13.1. We are constantly updating our Service, and that means sometimes We have to change the legal terms under which our Service is offered. No amendment or modification of this Agreement will be effective unless in writing and signed by both You and Devskiller.

MISCELLANEOUS

14.1. The Agreement constitutes the entire contract between You and Devskiller and supersedes any and all previous contracts, written or oral, between You and Devskiller, including previous versions of the Agreement.

14.2. Devskiller may assign the Agreement in whole or part at any time.

14.3. You may not assign or transfer your rights or obligations under this Agreement without Devskiller’s prior written consent.

14.4. Any notice required or permitted in the Agreement shall be sent via email (and shall be deemed to have been duly given upon receipt), (i) if to Devskiller, at: customers@devskiller.com, or (ii) if to You, at the email address that You provide in the Agreement. Either Party may update its email address for notice purposes via a notice delivered in accordance with this paragraph.

14.5. This Agreement and the relationship between You and Devskiller shall be governed by the laws of the Republic of Poland.

14.6. You and Devskiller agree to submit any disputes arising out of or related to the Agreement, including any question regarding its existence, validity or termination, to the exclusive jurisdiction of the competent courts having jurisdiction over Devskiller’s registered office.

14.7. Any failure of Devskiller to enforce or exercise a right provided in this Agreement is not a waiver of that right.

14.8. Should any provision of this Agreement be found invalid or unenforceable, such provision shall be limited or deleted to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable.

14.9. All provisions of this Agreement which by their nature should survive termination shall continue in force, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

14.10. All schedules to this Agreement constitute integral parts hereof and have the same binding power and effect as provisions hereof. In case of any discrepancies between the Agreement and a schedule, the Agreement shall prevail.

14.11. This Agreement has been drawn up in 2 (two) identical English-language counterparts.

DEFINITIONS

Accountmeans an account You use in order to access Our Service as well as User’s accounts;
Company Managermeans a User authorized by You to manage and access the Account without any additional restrictions;
Candidatemeans a person indicated by You or Your Company Manager who accesses the Service to take the Test Session;
Confidential Informationmeans all confidential and proprietary information of a Party (hereinafter referred to as the “Disclosing Party”) disclosed to the other Party (hereinafter referred to as the “Receiving Party”), whether orally or in writing, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. Devskiller’s Confidential Information shall include in particular all statements and information included on the Website (including Tasks and Test), the Property, as well as this Agreement.  Notwithstanding the foregoing, Confidential Information shall not include any information that the Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party (excluding patentable subject matter which is not subject to this exclusion); or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party;
Feesmeans all amounts payable by You to Us specified in or otherwise incurred pursuant to the Agreement at the rates set forth and agreed upon by You herein;
Free Trialmeans a free Service for a certain period of time offered to try out the Service;
Paid Trialmeans a paid Service for a certain period of time offered to try out the Service;
Privacy Policymeans Our privacy policy which sets forth terms and conditions of personal data processing, constituting schedule 1 to this Agreement;
Servicemeans Our internet-based service that is ordered by You and made available online by Us;
Subscription Termmeans a period during which the Fees in return for our Service will be charged, set forth and agreed upon by You in herein;
Taskmeans a single question, programming task, code review challenge, code gaps assignment or SQL exercise used as a part of the Test;
Testmeans a set of Tasks used to evaluate a Candidate’s skills;
Test Sessionmeans an attempt made by the Candidate to solve the Test;
Usermeans an individual who is authorized by You to use a Service, for whom You have ordered the Service and to whom You (or We at your request) have supplied a user identification and password. Users may include, for example, Your employees, consultants, contractors and agents and the third parties with which You transact business;
Websitemeans Our platform to which you gain access in order to use the Service.

Security certifications & compliance. We make sure your data is safe and secure.

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