Terms of Service ("Terms")

Effective Date: Mar, 2025

This Software Service Agreement ("Agreement") contains the exclusive terms and conditions between Aster ("Company," "we," "us," or "our") and you or the business entity you represent ("Customer") regarding access and use of Aster's AI-driven talent search and recruiting platform (the "Services"). You represent and warrant that you have full legal authority to enter into this agreement, under all applicable laws, on behalf of yourself or on behalf of such a business entity or other organization in your capacity as an employee or representative of such a business entity or other organization. By accessing or using the services in any manner ("acceptance"), you will create a legally enforceable contract where you or the business entity or other organization you represent agree to be bound by all terms and conditions of this agreement without modification.

User Responsibilities & Restrictions

The Customer agrees to use the Services in compliance with all applicable privacy laws, ensure access is limited to authorized users, and maintain the security of account credentials while promptly reporting any unauthorized access. The Customer must not reverse-engineer, resell, sublicense, or exploit the Services for competitive purposes, nor interfere with, disrupt, or attempt to bypass security measures. Additionally, scraping, copying, or extracting data beyond the intended platform functionality is strictly prohibited.

No Warranties and "As Is" Disclaimer

Aster provides the Services on an "as is" and "as available" basis, without any warranties of any kind, express or implied. Aster expressly disclaims all warranties, including but not limited to merchantability, fitness for a particular purpose, non-infringement, accuracy, and reliability of AI-generated insights.

Aster does not guarantee uninterrupted or error-free service and is not responsible for data loss, technical failures, or system outages.

Data Usage and Ownership

Subject to this Agreement, Aster grants Customer a limited, non-exclusive, non-transferable, revocable license to use the Services solely for internal business purposes. Aster reserves the right to modify or suspend the Services at its sole discretion and will use commercially reasonable efforts to provide notice of material changes.

By uploading resumes, the Customer confirms they have the necessary rights and candidate consent. The Customer grants Aster a non-exclusive, worldwide, royalty-free license to process, analyze, and enhance this data using publicly available information to deliver intelligent talent insights. Additionally, Aster may use this data to improve its algorithms, AI models, and products while ensuring full compliance with privacy laws.

Privacy & Data Security

Aster does not expose personally identifiable candidate data without explicit consent. Customers must have legal authorization to upload resumes and ensure compliance with all applicable privacy laws. Candidates have the right to opt out and request deletion of their data. However, Aster may retain anonymized, non-identifiable data for service improvements.

While Aster implements industry-standard security measures, it is not liable for any third-party breaches, unauthorized access, or hacking incidents. Customers are responsible for maintaining the security of their credentials.

Limitation of Liability

Aster provides its services "as is" and makes no guarantees regarding hiring outcomes, data accuracy, or service availability. Customer acknowledges that hiring decisions are made solely at their discretion and that Aster is not responsible for any employment-related claims, including but not limited to hiring bias, wrongful termination, or misrepresentation of candidate qualifications.

Under no circumstances shall Aster be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to lost profits, business interruptions, reputational harm, or loss of data.

Aster's total liability, for any claim arising under or related to this Agreement, shall not exceed the total fees paid by the Customer in the twelve (12) months preceding the claim. This limitation applies regardless of the nature of the claim, whether in contract, tort, negligence, strict liability, or any other legal theory.

Aster is not responsible for compliance with employment laws, anti-discrimination laws, or regulatory hiring guidelines. Customers are solely responsible for ensuring their hiring practices comply with all applicable laws. Aster is also not liable for any disruptions, security breaches, or third-party failures beyond its reasonable control.

Termination and Refund Policy

Aster may suspend or terminate access to the Services for violation of this Agreement, non-payment, or misuse of the platform. Fees paid are non-refundable, even if the Customer voluntarily discontinues use.

Upon termination, all access will be revoked, but anonymized data may be retained to enhance Aster's algorithms and services.

Dispute Resolution and Arbitration

Any disputes arising from or relating to this Agreement shall be resolved exclusively through binding arbitration in the State of California. The arbitration shall be conducted under the rules of the American Arbitration Association (AAA).

By using Aster's services, the Customer waives the right to participate in any class-action lawsuit or class-wide arbitration against Aster. The Customer also agrees that any claims must be filed within one (1) year from the date the dispute arises; otherwise, the claim will be permanently barred.

Each party shall bear its own arbitration costs and attorney fees, except where prohibited by law.

Indemnification

The Customer agrees to indemnify, defend, and hold harmless Aster, its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising from:

• The Customer's misuse of the Services, including improper reliance on AI-generated recommendations.
• The Customer's failure to obtain proper authorization from candidates before uploading their data.
• Any violations of privacy laws, intellectual property rights, or third-party agreements.

The Customer agrees to cover all legal fees and expenses incurred by Aster in defense of any claim. This indemnification obligation survives termination of the Agreement.

Our data processing practices are governed by our Data Protection Agreement.