1. Description of Naym Platform Services.
Naym Technology OU (hereinafter referred to as “Naym”) is a platform for remote hiring of independent contractors who provide services on development, supply and testing of software or other professional services (each a “Specialist” and the services they provide, the “Specialist Services”). The Naym platform includes (a) Naym’s web site located at https://www.naym.com (the “Site”), (b) Naym’s platform designed to find and connect Specialists to those in need of qualified IT Specialists, and other professional services (the “Platform”), and (c) all software, data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively, the “Content”). Any new features added to or augmenting the Platform are also subject to this Platform Access and Service Agreement . For ease of reference, the Site, Platform, Other Content, and any other Naym products or services are collectively referred to in this AGREEMENT as “Naym Services”. “Naym Services'' include all such elements as a whole, as well as individual elements and portions thereof. Nothing in this AGREEMENT obligates: (1) you to engage any particular Specialist for provision of Services, (2) Naym to provide you or any Client with services, or (3) Naym to identify Specialists for your particular needs.
2. Acceptance of Terms.
2.1. Naym provides the Naym Services to you through the Site and the Platform, subject to this AGREEMENT. By accepting this AGREEMENT or by accessing or using any portion of the Services, you acknowledge that you have read, understood, and agree to be bound by this AGREEMENT. You further acknowledge that this AGREEMENT is a contract between you and Naym, even though it is electronic and is not physically signed by you and Naym, and it governs your use of the Services. 2.2. If you are entering into this AGREEMENT on behalf of a company, organization or other legal entity (“Client Entity”), you represent that you have the authority to contractually bind such Client Entity to this AGREEMENT, in which case the terms “you” or “your” or “Client” will refer to such Client Entity. IF YOU DO NOT HAVE SUCH AUTHORITY TO CONTRACTUALLY BIND SUCH CLIENT ENTITY TO THIS AGREEMENT, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT ACCESS OR USE THE SERVICES. 2.3. Naym reserves the right, at its sole discretion, to change or modify portions of this AGREEMENT at any time. Naym will post the changes to this AGREEMENT on the Site and will indicate at the top of this page the date these terms were last revised. It is your responsibility to check the AGREEMENT periodically for changes. Your continued use of any of the Services after the date any such changes become effective constitutes your acceptance of the new or revised AGREEMENT. 2.4.To access the Platform you must create and register an account. All information you provide to us must be accurate, current and complete and you will maintain the accuracy and completeness of such information during the term of this AGREEMENT. Unless otherwise permitted by us in writing, you agree to only possess one account for receiving Services. As part of the registration process, you will identify a user name and password for your Account (“Account”). You are solely responsible for maintaining the confidentiality of your user name and password and for any authorized or unauthorized use of the same. If you think anyone has obtained improper access to your account, login credentials or other information, you are required to notify us and to change your password immediately so that we may take appropriate steps to secure your account.
3. Confidential information
3.1. All business, technical,financial or other information disclosed by Naym via the Services, including without limitation, the Site, Platform, is the Proprietary Information of Naym. Proprietary Information also includes, but is not limited to, the rates of each Specialist in the Platform. You will hold in confidence and not disclose to others any Proprietary Information. You will also not use Proprietary Information for any purposes other than evaluation of Naym, Specialist and Specialist Services as an existing or prospective Client of Naym. However, you will not be obligated under this Section 3.1 with respect to information that you can document is or becomes readily publicly available without restriction and through no fault of you (i.e., information that Naym makes generally available to the public on the Site without requiring acceptance of this AGREEMENT or a similar obligation of confidentiality). You may make disclosures of Proprietary Information required by law or court order provided that you give Naym advance written notice. 3.2. Each party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind to not use any Confidential Information of the other party for any purpose outside the scope of this AGREEMENT. 3.3. During all periods of your access to or use of the Platform and for twelve (12) months after each such access or use (collectively, all such periods are referred to as the “Non-Solicit Period”), you will not, directly or indirectly, encourage or solicit to hire, or otherwise hire or engage for performance of services (excluding services performed pursuant to the Agreement on provision of Services signed by both you and Naym) any Specialist whom you become aware of in connection with your interaction with Naym. You also agree that you will not refer such Specialists directly to parent, sibling, or other affiliated companies.
4. Access and Use of the platform
4.1. Subject to your compliance with this AGREEMENT and the provisions hereof, you may access or use the Services solely for the purpose of your evaluation of Naym, Specialist and Naym’s products and services as an existing or prospective Client of Naym. You will not: (i) allow any competitor of Naym to use or access the Services, (ii) use or access the Services to develop or enhance any product or service, or (iii) copy any ideas, features, functions or graphics of the Services. You are not permitted to access or use the Services for public comment unless authorized in writing by Naym. You are also not permitted to copy, modify, frame, repost, publicly perform or display, sell, reproduce, distribute, or create derivative works of the Services. You may only link to the Site or Platform, or any portion thereof, as expressly permitted by Naym. You agree not to access the Site, Platform by any means other than through the interface that is provided by Naym to access the same, except that you may download, display, and print portions of the Content other than any software, but only to the minimum extent necessary and consistent with the purpose of your access and use of the Services under this AGREEMENT, and provided further that you do not modify such Content in any way and you keep intact all copyright, trademark, and other proprietary notices. 4.2. All rights, title and interest in and to the Services will remain with and belong exclusively to Naym. You will not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Services available to any third party, (b) use the Services in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Services or their related components, or (c) modify, adapt or hack the Services to, or try to, gain unauthorized access to the Services or related systems or networks (i.e., circumvent any encryption or other security measures, gain access to any source code or any other underlying form of technology or information, and gain access to any part of the Services, or any other products or services of Naym that are not readily made available to the general public or to you using your own account name and password as instructed by Naym). 4.3. You are solely responsible for all data, information and other content that you upload, post, or otherwise provide or store (hereafter “post(ing)”) in connection with or relating to the Site, Platform, or Services. 4.4. Naym may record video and/or phone calls for quality assurance and training purposes. By signing this AGREEMENT, you agree to the recording of video and/or phone calls. You may revoke consent to record a particular call by alerting the applicable Naym team member. 4.5. Naym may access your Account in order to respond to your requests for technical support or to verify compliance with your obligations to Naym, comply with law, or to maintain and improve its own systems. Naym may, at its option, provide email or other online account support. 4.6. Naym and its licensors each own and retain their respective rights in and to all logos, company names, marks, trademarks, copyrights, trade secrets, know-how, patents and patent applications that are used or embodied in or otherwise related to the Services. Naym grants no other rights or licenses (implied, by estoppel, or otherwise) whatsoever to you under this AGREEMENT.
5.1. By posting your information and other content (“User Content”) on or through the Services, you grant Naym a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform User Content in connection with the Services. Naym has the right, but not the obligation, to monitor the Services and User Content. Naym may remove or disable any User Content at any time for any reason, or for no reason at all. 5.2.. You understand that the operation of the Site and Platform, including User Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Naym’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of User Content. Naym will have no liability to you for any unauthorized access or use of any of User Content, or any corruption, deletion, destruction or loss of any of User Content.
6. Representations and Warranties.
6.1. You represent and warrant to Naym that (a) you own all User Content or have obtained all permissions, releases, rights or licenses required to any activities on the Platform (and allow Naym to use the same as permitted in this AGREEMENT) in connection with the Services; (b) User Content and other activities in connection with the Services, and Naym’s exercise of all rights and licenses granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does User Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (c) you are eighteen (18) years of age or older.
7.1. The AGREEMENT applies and remains in effect until you no longer are using or accessing the Services, provided however that all provisions of a continuing nature including, without limitation, those set forth in the following sections will survive the termination of this AGREEMENT: 2.3, 3, 4.1(b), 4.2, 4.4, 4.5, and 5 - 12.
8. NO WARRANTIES AND DISCLAIMER BY NAYM
We provide our Platform, Services, and particularly the Site, and any additional products or Services “as is” and “as available,” without guarantee or warranty of any kind, and your access to our platform is not guaranteed to be result obtained. We do not warrant that your access or use of the Platform will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet your requirements, that any defects will be corrected, that our technology is free of viruses or other harmful components. Naym does not make any warranty as to the results that may be obtained from use of the services, and no information, advice or services obtained by you from naym or through the services will create any warranty not expressly stated in this AGREEMENT.
9. LIMITED LIABILITY
9.1 Naym does not charge fees for you to access and use the Services pursuant to this AGREEMENT. As consideration for your free access and use of the Services pursuant to this AGREEMENT, you further agree that NAYM WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SITE, PLATFORM, SERVICES, CONTENT, PROPRIETARY INFORMATION, OR ANY INTERRUPTION OR DISRUPTION OF SUCH USE, EVEN IF NAYM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE). THE AGGREGATE LIABILITY OF NAYM WITH REGARD TO THIS AGREEMENT WILL IN NO EVENT EXCEED USD$1.00. 9.2. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, NAYM’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
10. Dispute Resolution
10.1. Interpretation and explanation of this AGREEMENT shall be made according to legislation of the Republic of Estonia.
12. Applicable Agreements
12.1. Naym Specialist perform services pursuant to Agreement on provision of Services that Naym enter into separate from this AGREEMENT.