Client Users

These Terms and Conditions of Use (“Terms,” “Agreement”) govern your access to and use of the website and digital platform of Athyna, Inc., a Delaware corporation (“Athyna,” “we,” “us,” “our”).

By accessing or using any of our online services (including the website, platform, and Global Job Board), you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as by our Privacy Policy and Cookie Policy, which are incorporated by reference.

Specific terms applicable to different categories of users are described in the relevant Annexes, which form an integral part of these Terms.

If you do not agree to these Terms, please do not access or use our Services.

These Terms apply exclusively to the digital use of our platforms and do not replace or modify any other agreements or documents that may be required when establishing a commercial or contractual relationship with Athyna. Such documents shall govern the specific terms of any service or formalized relationship with the company.

1. Definitions

• Account: The unique account created to access the Platform.
• Annexes: Specific terms applicable to each user category (e.g., client or professional) that supplement these Terms.
• API: Athyna’s application programming interfaces and related documentation enabling programmatic access to certain Service features.
• Applicable Law: All laws, regulations, and binding guidance applicable to the Services and your use thereof, including but not limited to the EU GDPR, Brazil’s LGPD, Argentina’s Law 25.326, U.S. federal and state privacy laws (including CCPA/CPRA), consumer protection, anti-discrimination, and export control laws.
• Client: A User who accesses the Platform to request, evaluate, or engage Talent for potential hiring or collaboration purposes.
• Confidential Information: Non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential; Your Data is deemed your Confidential Information.
• Cookie Policy: Athyna’s notice governing the use of cookies and similar technologies on the Site/Platform.
• Documentation: Any manuals, online help, knowledge base, specifications, and other materials describing the Services.
• Global Job Board: A feature within the Site/Platform displaying (i) Opportunities managed by Athyna and (ii) Third-Party Opportunities hosted by external entities with outbound links.
• Integrated Services: Third-party services or apps interoperating with the Services (e.g., video, storage, communications, analytics).
• Master Services Agreement (MSA): A separately executed written agreement between Athyna and a Client governing recruitment or related commercial services.
• Personal Data: Any information relating to an identified or identifiable natural person, as defined by Applicable Law.
• Platform: Athyna’s web application that facilitates connection and collaboration between different user categories.
• Privacy Policy: Athyna’s notice explaining its Personal Data processing activities.
• Security Measures: Technical and organizational controls implemented by Athyna consistent with industry standards (e.g., SOC 2 / ISO 27001 aligned practices).
• Service Plan: Any plan, tier, or configuration that enables a subset of features, where applicable.
• Services: The website, Platform, Global Job Board, and any related digital tools, features, APIs, content, or functionality made available by Athyna.
• Talent: A User who creates or maintains a professional profile on the Platform for purposes of seeking or being considered for hiring or collaboration opportunities.
• Third-Party Opportunities: Job offers posted by external organizations; applications are processed on the third party’s site and governed by their terms and policies.
• User, “You”, “Your”: Any person or entity accessing or using the Services, including companies, professionals, and visitors.
• “Your Data“ or “User Content“: All electronic data, text, documents, files, images, messages, or other materials submitted or uploaded to the Services through your Account, including Personal Data.

2. Eligibility; Account

2.1 Minimum Age and Capacity. You must be at least 18 years old and have the legal capacity to enter into these Terms.

2.2 Account Creation. Some functionality requires registration. You agree to provide accurate, current, and complete information and to keep it updated.

2.3 Credentials. You are responsible for all activity under your Account and for safeguarding your credentials. Sharing credentials is prohibited. Notify us promptly of any unauthorized access.

2.4 Single User Login. Each named user must use unique login information and may not share it with others.

2.5 Role-Based Requirements. Additional eligibility or verification requirements may apply depending on your user category, as described in the relevant Annex.

3. Scope; Relationship with Other Agreements

3.1 Digital Use Only. These Terms govern your use of the Site, Platform, and related features (including the Global Job Board and profile management).

3.2 No Commercial or Employment Terms. These Terms do not govern the procurement of services, fees, ownership of deliverables, or any type of contractual relationship. Such matters are governed by specific agreements made available by Athyna to the parties for review and acceptance as applicable.

3.3 Order of Precedence. Users are subject to and bound by the Annex applicable to their user category (e.g., Talent or Client). In the event a user enters into a separate written agreement with Athyna (including a Talent agreement or Master Services Agreement), the provisions of that agreement shall prevail with respect to the services governed therein.

In case of inconsistency:

(i) Applicable Law prevails;

(ii) Any internal agreement governs the service relationship;

(iii) These Terms govern digital use;

(iv) The Privacy Policy governs data processing;

(v) The Cookie Policy governs tracking technologies; and

(vi) The Annexes govern obligations specific to each user type.

4. Rights to Use the Services

4.1 License. Subject to these Terms, Athyna grants users a limited, non-exclusive, non-transferable, and revocable right to access and use the Services for their intended purposes.

Permitted use includes:

• Creating and managing professional or organizational profiles;
• Posting, searching for, or applying to job or collaboration opportunities;
• Interacting with the Platform according to its intended functions.

4.2 Restrictions. You shall not:

• Copy, reproduce, display, or create derivative works of the Services except as permitted;
• Commercially exploit the Services outside their intended purpose;
• Remove or alter proprietary notices;
• Reverse engineer or decompile any component;
• Use automated scraping or data mining without prior written consent;
• Upload malware or attempt to bypass security controls;
• Use the Services to discriminate, harass, defame, or violate others’ rights.

4.3 Documentation. You may use the Documentation solely in connection with your permitted use of the Services.

4.4 APIs. If Athyna provides APIs, your use is subject to applicable API policies. Athyna may monitor usage and revoke access for misuse or breach.

5. Description of the Services

5.1 Website

The Athyna website serves as the main entry point to our digital ecosystem.

Through the site, users may:

• Obtain institutional information about Athyna, its mission, policies, and services;
• Access the Global Job Board, displaying opportunities managed by Athyna and third parties;
• Create or access an account on the Platform;
• Browse educational materials, resources, and articles about remote hiring, global talent, and professional development;
• Contact our team or submit inquiries via online forms.

The website may also integrate with external services (e.g., job portals or third-party tools), which are governed by their own terms and policies.

5.2 Platform

The Athyna Platform provides registered users with a digital environment designed to facilitate connection, evaluation, and collaboration between professionals and organizations worldwide.

Depending on the user’s account type and access level, the Platform allows users to:

• Create and manage professional or organizational profiles;
• Post, search for, or apply to jobs or collaboration opportunities;
• Request the search or recruitment of talent for a specific role, including requirements and qualifications;
• Access recommendations, evaluations, or matching processes generated by Athyna’s systems;
• Participate in processes managed by Athyna that may include profile reviews, interviews, assessments, or exchanges of information between users, always mediated by Athyna;
• Access materials and information provided by Athyna for professional, hiring, or talent management purposes.

The specific functionalities available to each user will depend on their account type, as detailed in the relevant Annex, which forms an integral part of these Terms.

5.3 Global Job Board

The Global Job Board is part of Athyna’s ecosystem and offers centralized access to job opportunities. It includes:

• Athyna Opportunities: Managed directly by Athyna. Applying to these requires an active Platform account.
• Third-Party Opportunities: Listed for user convenience and redirecting to external sites. Athyna does not control or endorse third-party listings, content, availability, or legality, and assumes no responsibility for outcomes or hiring processes.
• Applications made via the Global Job Board are governed by the terms and policies of the relevant third party.

5.4 No Guarantee of Results

Athyna facilitates professional connections and collaboration but does not guarantee specific outcomes, such as employment, interviews, business deals, or any other result arising from use of the Site, Platform, or Global Job Board.

5.5 Technology-Assisted Processing and Artificial Intelligence

The Platform may use automated or technology-assisted tools, including artificial intelligence or machine learning systems, to support functions such as data organization, profile analysis, matching suggestions, content formatting, and workflow optimization.

These tools are designed to assist Athyna’s operations and do not independently make final decisions regarding hiring, selection, or engagement. Final decisions remain the responsibility of Clients and are subject to human review.

Athyna does not warrant that technology-assisted outputs are error-free, complete, or suitable for any specific purpose. Users remain responsible for reviewing information and exercising independent judgment.

Athyna takes reasonable measures to monitor system performance and mitigate unintended bias; however, Users acknowledge that automated tools may produce results based on patterns in available data.

Athyna may change or replace its artificial intelligence technology providers without prior notice, provided that such changes do not substantially alter the service. If the change significantly affects the processing of personal data, Athyna will make reasonable efforts to update its Privacy Policy and provide notice in accordance with applicable regulations.

6. Profiles, Data Handling, and Editorial Adaptation

6.1 Your Data and License

You retain ownership of all data, documents, files, or materials you upload or submit through the Platform (“Your Data”).

By sharing it, you grant Athyna a limited, worldwide, non-exclusive, royalty-free license to host, store, process, display, transmit, and reformat such data strictly as necessary to operate, maintain, secure, support, and improve the Services, in accordance with the Privacy Policy and Applicable Law.

6.2 Editorial Adaptation of Profiles and Role Descriptions

To improve clarity, consistency, and compatibility with the Platform’s matching and presentation processes, Athyna may perform editorial adaptations of user profiles, role descriptions, or related materials.

Such adaptations may include adjustments to formatting, grammar, structure, keyword harmonization, or emphasis on existing skills and experience, without altering factual accuracy or adding new content.

Athyna will not knowingly fabricate, distort, or include false or misleading information, nor insert sensitive data without explicit consent.

Additional or role-specific rules governing profile presentation or adaptation will be defined in the relevant Annex.

6.3 Information Sharing and Mediation

The Platform enables Athyna, in its role as service operator and intermediary, to facilitate the exchange of information between users only when necessary to achieve the legitimate purposes of the Services — such as candidate presentation, evaluation, or matching processes.

Users cannot communicate or share information directly through the Platform unless expressly authorized by Athyna.

All communication or exchange is mediated, controlled, and compliant with the Privacy Policy and Applicable Law.

Users are responsible for ensuring that any information they provide to Athyna for such purposes is accurate, up to date, and does not infringe third-party rights or include confidential or sensitive data without authorization.

6.4 Promotional Use of Information

Athyna will not use user profiles, names, brands, or logos for advertising or promotional purposes without prior, specific, and documented consent.

7. Acceptable Use; Prohibited Activities

You agree not to, including but not limited to:

(i) misuse support channels;

(ii) impersonate others;

(iii) collect or process other users’ personal data beyond the intended purpose of the Platform;

(iv) post illegal, hateful, discriminatory, or obscene content;

(v) interfere with the integrity or performance of the Services;

(vi) conduct unsolicited marketing, spam, or phishing activities; or

(vii) use the Services in violation of labor, anti-discrimination, data protection, export control, or consumer laws.

Athyna reserves the right to investigate, suspend, or terminate accounts for violations and to cooperate with authorities where required.

8. Third-Party and Integrated Services

8.1 Integrations. The Services may interoperate with third-party tools (e.g., video conferencing, storage, analytics, or communications). Use of these services is governed by their own terms and privacy policies. Athyna is not responsible for their performance, availability, or security.

8.2 Links. The Site or Platform may contain links to external websites or content. Athyna does not control, endorse, or assume responsibility for any third-party content, policies, or practices.

8.3 Changes to Integrations. Athyna may add, modify, or remove integrations and features as needed to maintain security, compliance, or quality of service.

9. Availability; Access; Modifications

9.1 Access Requirements. You are responsible for ensuring a proper network connection, compatible browser, and necessary equipment.

9.2 Planned Downtime. Athyna may schedule maintenance periods and will use reasonable efforts to perform such maintenance during off-peak hours and to provide notice where feasible.

9.3 Unavailability. The Services may be temporarily unavailable due to events beyond Athyna’s control (e.g., force majeure, internet outages, cyberattacks).

9.4 Updates. Athyna may deploy patches, improvements, or updates to the Services. Material changes will be communicated through in-product notifications or Documentation updates.

9.5 No Compensation for Service Interruptions. Temporary interruptions, maintenance periods, or service modifications shall not entitle Users to compensation, reimbursement, or damages, except as expressly provided in a separate written agreement.

10. Intellectual Property; Feedback; Analytics

10.1 Ownership. Athyna and its licensors retain all rights, title, and interest in and to the Services, software, designs, and trademarks. No rights are granted except as expressly stated.

10.2 User Content Ownership. You retain ownership of all data and materials you upload or generate while using the Services. Use of the Platform does not transfer any rights to Athyna. By submitting content, you grant Athyna a limited, non-exclusive, royalty-free license to host, process, and display such information solely to operate and improve the Services, per these Terms and the Privacy Policy.

10.3 Feedback. If you provide feedback, ideas, or suggestions, you grant Athyna a perpetual, worldwide, royalty-free, sublicensable, and irrevocable license to use such feedback for any lawful purpose, without identifying you unless permitted.

10.4 Aggregated or De-identified Data. Athyna may generate aggregated or de-identified data derived from the Services to maintain and improve them, provided no Personal Data is included.

11. Data Protection, Privacy, and Security

11.1 Privacy Policy. The processing of Personal Data is governed by Athyna’s Privacy Policy, which explains what data is collected, how it is used, with whom it may be shared, and the rights of data subjects.

11.2 Data Processing Roles. Athyna may act as a data controller when collecting and processing personal data directly (e.g., user accounts, analytics) and as a data processor when handling data on behalf of another party. Details by role are outlined in the applicable Annex.

11.3 International Data Transfers. Personal data may be processed in multiple countries. Athyna ensures all transfers occur through lawful mechanisms such as Standard Contractual Clauses or other recognized safeguards.

11.4 Security Measures. Athyna implements appropriate technical and organizational measures, including encryption in transit, access controls, vulnerability management, monitoring, and logging. Measures are periodically reviewed to maintain confidentiality and integrity.

11.5 User Responsibilities. Users must ensure that any personal data they upload or share is lawfully processed and compliant with Applicable Law. Users are also responsible for account security and proper handling of any exported information.

11.6 Data Subject Rights. Users may exercise rights of access, rectification, erasure, portability, restriction, or objection by contacting legal@athyna.com. Where Athyna acts as processor, it will cooperate with the relevant controller to respond to such requests.

11.7 Incident Notification. In the event of a confirmed security incident involving Personal Data that is reasonably likely to result in risk to individuals, Athyna will notify affected parties and, where required, competent supervisory authorities without undue delay and within the timeframes required by Applicable Law.

11.8 Use of Data for Service Improvement. Athyna may use Personal Data, including on an aggregated or de-identified basis where feasible, to develop, test, train, and improve its AI-assisted matching, evaluation, and other tools, in accordance with the Privacy Policy and Applicable Law

12. Content Moderation

12.1 Moderation. Athyna may remove or restrict any content inconsistent with these Terms or Applicable Law.

12.2 IP Claims. If you believe material within the Services infringes your intellectual property rights, please contact legal@athyna.com with sufficient detail. Athyna may forward your notice to the user responsible and act as required by law.

12.3 Repeat Infringers. Athyna may suspend or terminate accounts of repeat infringers.

13. Compliance and Ethics

13.1 Non-Discrimination and Anti-Harassment. Users must comply with all applicable anti-discrimination and anti-harassment laws.

13.2 Anti-Corruption. Users shall not offer or accept bribes or improper advantages in connection with the Services.

13.3 Export Controls and Sanctions. Users shall not access or use the Services in jurisdictions or by persons subject to export restrictions or sanctions, and must comply with all relevant export control regulations.

14. Suspension; Termination

14.1 By Athyna. Athyna may suspend or terminate access (in whole or in part) without prior notice if: (i) User violates these Terms; (ii) User uses poses legal or security risks; or (iii) we are required by law or court order.

Athyna may suspend or terminate access to the Services at any time, for convenience, including if Athyna decides to discontinue or materially modify the Platform, upon reasonable notice where feasible.

14.2 By the User. You may stop using the Services at any time. If you have an active account, you may close it through the Platform or by contacting support@athyna.com. We recommend exporting or saving any relevant data before closure, as access may be permanently removed according to the Privacy Policy and retention schedules.

14.3 Effect of Termination. Upon termination, your license ends and access to the Platform ceases. Athyna may delete or anonymize data no longer necessary for processing purposes but may retain information as required for legal, contractual, tax, or security obligations, consistent with the Privacy Policy.

15. Disclaimer of Warranties

15.1 Nature of the Service. The Services are provided “as is” and “as available.” Athyna makes reasonable commercial efforts to maintain secure and updated systems but does not warrant that the Services will be uninterrupted, error-free, or meet specific user expectations.

15.2 No Guarantee of Results. Use of the Services does not guarantee outcomes such as hiring, interviews, or business arrangements. Decisions made based on Athyna’s information or tools are solely your responsibility.

15.3 Third-Party Services and Content. The Services may include links or integrations with third-party platforms or content. Athyna does not control or endorse such external services and assumes no responsibility for their accuracy, availability, or legality.

15.4 User-Provided Information. Athyna does not verify the accuracy, completeness, or legality of information provided by Users, including profiles, curricula vitae (CVs), role descriptions, or other User Content. Users are solely responsible for ensuring that the information they submit is accurate, lawful, and not misleading.

16. Limitation of Liability

ATHYNA APPLIES INDUSTRY-STANDARD SECURITY AND AVAILABILITY MEASURES. HOWEVER, IT DOES NOT GUARANTEE THAT THE SERVICES WILL BE ERROR-FREE OR CONTINUOUSLY AVAILABLE.

IN NO EVENT SHALL ATHYNA, NOR ITS DIRECTORS, EMPLOYEES, REPRESENTATIVES, OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES — INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, DATA, REPUTATION, OR BUSINESS INTERRUPTION — ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE WEBSITE, PLATFORM, OR SERVICES.

To the fullest extent permitted by law, Athyna’s total aggregate liability arising out of or relating to these Terms shall not exceed the greater of:
(a) USD $1,000; or
(b) the total fees paid to Athyna under any applicable Services Agreement during the twelve (12) months preceding the event giving rise to the claim. This limitation applies regardless of the form of action and whether liability arises in contract, tort (including negligence), strict liability, or otherwise.

17. Indemnification

You agree to defend, indemnify, and hold us and our affiliates harmless from any loss, damage, liability, claim, or demand, including legal fees, arising from: (1) your Contributions; (2) use of the Site; (3) breach of these Terms; (4) any breach of your representations and warranties; (5) violation of a third party's rights; or (6) any harmful act toward another user via the Site or Platform.

We reserve the right, at your expense, to assume exclusive defense and control of any matter for which you must indemnify us, and you agree to cooperate. We'll make reasonable efforts to notify you of such claims.

18. Updates to the Terms

We may modify these Terms from time to time. Changes will be indicated by the “Last Updated” date. Where required by law, notice will be provided through the Services or by email. Continued use of the Services after the effective date constitutes acceptance of the revised Terms.

19. Notices; Electronic Communications

By using the platform and our Services, you agree to receive communications electronically, including notices, agreements, records, and transactional information. Electronic communications and signatures satisfy any legal requirement that such communications be in writing. You agree that electronic communications and electronic signatures have the same legal effect as physical documents and handwritten signatures.

20. Governing Law; Dispute Resolution

20.1 Governing Law. These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-law principles.

20.2 Good Faith Resolution. In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the Services, the parties agree to first attempt to resolve the matter amicably and in good faith. Each party shall provide written notice of the issue and allow a reasonable opportunity for discussion and resolution before initiating formal proceedings.

20.3 Jurisdiction and Venue. If a dispute cannot be resolved through good faith discussions, the parties agree to the exclusive jurisdiction and venue of the state and federal courts located in Delaware, USA, for any claim arising out of or relating to these Terms.

21. Miscellaneous

21.1 Independent Contractors. The parties are independent contractors; these Terms do not create employment, agency, partnership, or joint venture relationships.

21.2 Assignment. You may not assign these Terms without Athyna’s prior written consent. Athyna may assign them to an affiliate or as part of a merger, acquisition, or asset sale.

21.3 Severability. If any provision is held invalid, the remainder remains enforceable, and a valid substitute provision reflecting the original intent shall apply.

21.4 No Waiver. Failure to enforce any provision does not constitute a waiver.

21.5 Entire Agreement. These Terms (including the Privacy Policy, Cookie Policy, and applicable Annexes) constitute the entire agreement for digital use of the Services, superseding any prior online terms.

21.6 Language. These Terms are provided in English. Translations may be offered for convenience; in case of conflict, the English version prevails unless mandatory local law requires otherwise.

21.7 Force Majeure. Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay results from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor disputes, governmental action, pandemic, or failures of the internet, telecommunications, or utility infrastructure. The affected party shall use reasonable efforts to mitigate the impact of such an event and resume performance as soon as reasonably practicable.

21.8 Statutory Rights. Nothing in these Terms is intended to limit or exclude any right of a User that cannot be waived or limited under Applicable Law, including certain consumer protection and data protection rights. To the extent any provision of these Terms conflicts with such non-waivable rights, that provision shall apply only to the maximum extent permitted by Applicable Law, and such conflict shall not affect the validity of the remaining provisions of these Terms

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