1. Introduction and Acceptance

1.1 These Terms of Service (the “Terms”) govern access to and use of the Hirespot platform, website, applications, databases, and all related services (collectively, the “Platform”). Hirespot is a brand and service operated by Virtustant LLC, a Florida limited liability company (“Virtustant,” “we,” “us,” or “our”). References to “Hirespot” mean the Platform; the contracting party is Virtustant.

1.2 The Platform is a talent database and connection service that allows business customers (“Clients”) to review candidate and applicant profiles and to contact those individuals directly, in exchange for a recurring subscription fee.

1.3 By accessing or using the Platform, by creating an account, by submitting a profile or any information through any channel described in Section 4.2, or by clicking to accept these Terms, you (“you,” “User”) acknowledge that you have read, understood, and agree to be bound by these Terms and by the Hirespot Privacy Policy, which is incorporated by reference. If you do not agree, do not access or use the Platform and do not submit any information to it.

1.4 If you accept these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

1.5 You must be at least 18 years of age to use the Platform or to submit any information to it.

1.6 Affirmative Consent at Application. When you apply, register, or submit a profile or information through the website or any application form, you are presented with a checkbox or equivalent affirmative control stating that you have read and agree to these Terms and the Hirespot Privacy Policy. By checking that box (or clicking “I agree,” “Submit,” “Apply,” or a similar control presented together with a link to these Terms and the Privacy Policy) and then submitting, you affirmatively and unambiguously accept these Terms and the Privacy Policy and enter into a binding agreement with Virtustant. You acknowledge that you had the opportunity to review both documents before submitting and that submission is voluntary. If the box is not checked or you do not agree, do not submit.

1.7 Specific Acknowledgment of Data Practices. You expressly acknowledge, in addition to your general acceptance, that you have read and specifically agree to the data provisions in Section 4 and the Privacy Policy, including: (a) the broad, perpetual, irrevocable, transferable, and sublicensable license you grant in your Submitted Data; (b) the Company Group's ownership of the Platform Database and Aggregated and Derived Data; (c) sharing and combination of your information across the Company Group (Hirespot, Intelliscreen, Virtustant, and affiliates); (d) disclosure of your profile to Clients; (e) the sale, licensing, lease, transfer, and other monetization of your information, including in bulk and in corporate transactions; (f) use of your information to develop and train artificial-intelligence and machine-learning systems; and (g) that you have no expectation of confidentiality except as stated in the Privacy Policy. This acknowledgment is a material inducement for the Company Group to make the Platform available.

1.8 Electronic Records and Signatures. You consent to transact electronically and to receive these Terms, the Privacy Policy, notices, and all related records in electronic form. You agree that your check of the box, click, or submission constitutes your electronic signature and has the same legal force and effect as a handwritten signature under the U.S. ESIGN Act, the Uniform Electronic Transactions Act, and comparable laws. You may request a paper copy by contacting info@virtustant.com; doing so does not withdraw your agreement.

1.9 Record of Consent. You agree that the Company Group may record and retain evidence of your acceptance, including the date and time, the version of the Terms and Privacy Policy in effect, the channel and form used, and associated technical identifiers, and that such records are admissible and conclusive evidence of your agreement absent clear proof of error.

1.10 Updates and Continued Acceptance. The version of these Terms and the Privacy Policy in effect at the time of your submission governs that submission. We may update these Terms as described in Section 13.1. Your continued use of the Platform, or any further submission, after an update constitutes acceptance of the then-current version. Prior consents and licenses already granted remain effective as provided in Section 4.

2. Definitions

2.1 “Company Group” means Hirespot, Intelliscreen, Virtustant, and each of their respective parents, subsidiaries, affiliates, owners, members, successors, assigns, and brands now existing or hereafter formed or acquired, individually and collectively.

2.2 “Applicant” (also “Candidate”) means any individual who submits, or on whose behalf there is submitted, a profile, resume, application, biographical, professional, contact, assessment, or other information to or for the Platform or any member of the Company Group through any channel.

2.3 “Client” means any business, organization, or individual that subscribes to or uses the Platform to review profiles or contact Applicants.

2.4 “Submitted Data” means all information, content, materials, documents, media, identifiers, and metadata provided by, collected from, or generated in connection with any User, including Applicant profiles, resumes, contact details, work history, assessments, screening results, communications, and usage data.

2.5 “Aggregated and Derived Data” means any data, datasets, statistics, models, analyses, insights, indices, scores, embeddings, training data, or other works created, compiled, inferred, or derived by or for the Company Group from Submitted Data or Platform activity, whether or not it identifies any individual.

2.6 “Platform Database” means the compiled, structured, and organized collection of Submitted Data and Aggregated and Derived Data, including its selection, coordination, arrangement, and the database itself as a compilation.

3. Client Terms

These provisions apply to Clients in addition to the general terms.

3.1 Subscription and Payment

(a) Access to the Platform requires a paid subscription at the fees, billing frequency, and tier described at sign-up or in an order form (“Subscription”). Unless stated otherwise, the Subscription is billed monthly in advance.

(b) Subscriptions renew automatically for successive periods at the then-current rate until cancelled in accordance with these Terms. You authorize us and our payment processors to charge your payment method on each renewal.

(c) All fees are non-refundable and non-creditable except where required by law. No refund or credit is given for partial periods, unused access, downgrades, suspension, or termination for cause.

(d) We may change fees, tiers, and features upon notice effective at the next renewal. Continued use after the change constitutes acceptance.

(e) Fees are exclusive of taxes. You are responsible for all applicable taxes other than taxes on our net income. Late or failed payments may result in suspension or termination and may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, plus collection costs.

3.2 License to Clients

Subject to continuous compliance and payment, Hirespot grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view the Platform Database and to contact Applicants solely for the Client's own internal, bona fide hiring and engagement purposes during the paid term. No other rights are granted. All rights not expressly granted are reserved by the Company Group.

3.3 Anti-Circumvention

(a) The Platform's value derives from access to Applicants. The Client agrees that, during the Subscription and for twenty-four (24) months after it ends, the Client and its affiliates, agents, and representatives will not solicit, recruit, hire, engage, contract with, refer, or place any Applicant first identified, discovered, or contacted through the Platform, except through and in compliance with the Platform.

(b) Circumvention includes attempting to transact with an Applicant off-Platform, introducing an Applicant to a third party, or using Platform information to avoid fees.

(c) If the Client circumvents this Section, the Client shall pay us, as liquidated damages and not as a penalty, a circumvention fee of ten thousand US dollars ($10,000) per Applicant, plus our enforcement costs and reasonable attorneys' fees. The parties agree this is a reasonable estimate of harm that is difficult to quantify and is not disproportionate to the anticipated loss.

3.4 Client Restrictions

The Client shall not, and shall not permit any third party to:

(a) scrape, crawl, harvest, bulk-export, copy, cache, index, or systematically retrieve any portion of the Platform Database;

(b) use bots, automated means, or any data-extraction technique;

(c) resell, sublicense, redistribute, publish, or disclose Submitted Data to any third party, or build or augment any database, model, or service using it;

(d) reverse engineer, decompile, or attempt to derive source code or underlying data structures;

(e) share, transfer, or allow concurrent use of Client credentials beyond authorized seats;

(f) use the Platform to compete with the Company Group or to develop a competing product;

(g) misrepresent the Client's identity, the nature of any role, or any opportunity;

(h) use the Platform for any unlawful, discriminatory, harassing, fraudulent, or abusive purpose, or in violation of any applicable law.

3.5 Client Compliance and Independent Responsibility

(a) Hirespot is solely a technology platform that displays profiles and enables contact. Hirespot is not an employer, employment agency, staffing agency, recruiter, fiduciary, or party to any relationship, communication, offer, contract, or engagement between a Client and any Applicant, and does not supervise, direct, or guarantee any such relationship.

(b) The Client is solely responsible for its own compliance with all applicable laws in connection with sourcing, contacting, screening, interviewing, hiring, classifying, paying, and engaging any Applicant, including equal opportunity, anti-discrimination, data protection, background-check, work-authorization, immigration, worker-classification, wage, tax, and labor laws in every relevant jurisdiction.

(c) The Client is solely responsible for verifying the identity, qualifications, credentials, references, and suitability of any Applicant. The Company Group makes no representation about, and does not vet, endorse, or guarantee, any Applicant.

(d) The Client assumes all risk arising from any contact, dealing, or engagement with any Applicant.

4. Applicant Terms and Data Grant

These provisions apply to every Applicant and to every individual who submits information through any channel. They are central to the operation of the Company Group and should be read carefully.

4.1 Nature of the Service to Applicants

(a) Submitting a profile does not create any employment, agency, engagement, or contractual relationship with the Company Group, and is not a guarantee of contact, consideration, an interview, an offer, work, compensation, or any outcome.

(b) The Company Group does not charge Applicants a fee to be listed unless expressly stated. The Company Group is not the employer of any Applicant and is not responsible for the acts, omissions, offers, payments, or conduct of any Client.

(c) The Applicant is solely responsible for the accuracy, completeness, legality, and currency of all information submitted, and represents that the Applicant has the right to submit it and that it does not infringe or violate any third-party right or any law.

4.2 Channels of Collection

The Applicant acknowledges that information may be submitted to or collected for the Platform and the Company Group through any channel, including the Hirespot website and applications, the Virtustant website and recruiting process, Intelliscreen assessments, LinkedIn, job boards, advertisements, referrals, partner sources, and any other present or future channel, and that information submitted through any one member of the Company Group may be used by and shared across the entire Company Group as described in these Terms and the Privacy Policy.

4.3 Broad Data License and Grant

To the maximum extent permitted by applicable law, by submitting any information or using the Platform, the Applicant irrevocably grants the Company Group a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable, assignable, and sublicensable (through multiple tiers) license and right to host, store, reproduce, modify, adapt, translate, create derivative works from, compile, combine, analyze, process, profile, score, use to develop and train artificial intelligence and machine-learning models, publicly display and distribute to Clients, disclose, sell, lease, license, rent, transfer, assign, and otherwise commercialize and exploit the Submitted Data and any Aggregated and Derived Data, for any lawful purpose, in any medium now known or later developed, without further notice, consent, attribution, or compensation.

4.4 Ownership of the Platform Database and Derived Data

(a) As between the Applicant and the Company Group, the Company Group exclusively owns, and the Applicant assigns to the Company Group all right, title, and interest the Applicant may have in, the Platform Database and all Aggregated and Derived Data, including all intellectual property and database rights in the compilation, selection, arrangement, structure, and derivative works, regardless of the source channel.

(b) The Applicant retains such ownership of, and rights in, the Applicant's own underlying personal information as is conferred by, and only to the extent required by, applicable mandatory law. Nothing in this Section purports to override non-waivable statutory rights, which are addressed in the Privacy Policy.

4.5 Cross-Entity Sharing and Monetization Consent

To the maximum extent permitted by applicable law, the Applicant expressly consents to: (i) the unrestricted sharing, transfer, and combination of Submitted Data among all members of the Company Group; (ii) the disclosure of profile information to Clients and prospective Clients; (iii) the sale, licensing, leasing, assignment, and other monetization of Submitted Data and Aggregated and Derived Data, whether on a standalone basis, in bulk, or as part of a financing, merger, acquisition, reorganization, or sale of assets; and (iv) the use of Submitted Data to develop, train, and improve products and services, including Intelliscreen and other Company Group offerings. The detailed terms, lawful bases, and individual rights relating to this processing are set out in the Privacy Policy.

4.6 No Confidentiality

Except as expressly stated in the Privacy Policy or required by mandatory law, the Applicant has no expectation of confidentiality or privacy in Submitted Data, and the Company Group is under no obligation to treat it as confidential.

4.7 Withdrawal of Consent

Any withdrawal of consent or exercise of statutory data rights operates prospectively only, does not affect processing already performed or licenses already granted to third parties, and is subject to the Company Group's right to retain and use data as permitted by law. Requests are handled as described in the Privacy Policy.

5. Accounts, Acceptable Use, and Content

5.1 You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. Notify us immediately of any unauthorized use.

5.2 You shall not: violate any law; infringe any intellectual property or privacy right; upload malware; interfere with or probe the Platform's security or infrastructure; misrepresent your identity or affiliation; or use the Platform other than as expressly permitted.

5.3 We may, at our sole discretion and without liability, monitor, review, refuse, remove, edit, or disable any content or account, and may investigate and cooperate with authorities regarding any suspected violation.

5.4 You grant the Company Group the license described in Section 4 for all content you submit. You represent that you have all rights necessary to grant it.

6. Intellectual Property

6.1 The Platform, including all software, design, text, graphics, the Platform Database, trademarks, and all Aggregated and Derived Data, is owned by or licensed to the Company Group and is protected by intellectual property and other laws. Except for the limited licenses expressly granted, no rights are transferred to you.

6.2 “Hirespot,” “Intelliscreen,” “Virtustant,” and related marks are the property of the Company Group. You may not use them without prior written permission.

6.3 If you submit feedback or suggestions, you grant the Company Group an unrestricted, perpetual, irrevocable, royalty-free right to use them without obligation to you.

7. Third Parties

The Platform may link to or integrate third-party services (including LinkedIn, job boards, payment processors, and advertising networks). The Company Group does not control and is not responsible for third-party services, and your use of them is governed by their terms. Any dealing between a Client and an Applicant is solely between those parties.

8. Disclaimer of Warranties

8.1 THE PLATFORM, THE PLATFORM DATABASE, AND ALL CONTENT AND DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND.

8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY GROUP DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE.

8.3 THE COMPANY GROUP DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DATA OR PROFILES ARE ACCURATE, COMPLETE, OR CURRENT, THAT ANY APPLICANT IS QUALIFIED OR AVAILABLE, OR THAT ANY HIRING OR ENGAGEMENT OUTCOME WILL RESULT.

9. Limitation of Liability

9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY GROUP OR ITS OWNERS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATED TO THE PLATFORM OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY.

9.2 THE COMPANY GROUP'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

9.3 THESE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, IN WHICH CASE THEY APPLY TO THE MAXIMUM EXTENT PERMITTED.

10. Indemnification

You will defend, indemnify, and hold harmless the Company Group and its owners, officers, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Platform; (b) your content or Submitted Data; (c) your breach of these Terms or any law; (d) for Clients, any contact with or engagement of any Applicant and any employment-related claim; and (e) your violation of any third-party right.

11. Term, Suspension, and Termination

11.1 We may suspend or terminate your access at any time, with or without cause or notice, including for any suspected violation or non-payment.

11.2 You may stop using the Platform at any time. Clients may cancel a Subscription as described at sign-up; cancellation stops future renewals but does not entitle you to a refund.

11.3 Sections that by their nature should survive (including Definitions, Sections 3.3, 4, 6, 8, 9, 10, 12, and 13) survive termination. Termination does not affect any license, ownership, or right already vested in the Company Group.

12. Dispute Resolution and Governing Law

12.1 Governing Law. These Terms and any dispute are governed by the laws of the State of Florida and applicable US federal law, without regard to conflict-of-laws principles, and excluding the UN Convention on Contracts for the International Sale of Goods.

12.2 Binding Arbitration. Except for claims for injunctive relief to protect intellectual property or enforce Section 3.3, any dispute arising out of or relating to these Terms or the Platform will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its applicable rules, seated in Pinellas County, Florida, in English, before one arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

12.3 Class Action Waiver. All disputes will be conducted only on an individual basis and not as a class, collective, consolidated, or representative action. The arbitrator may not consolidate claims or preside over any representative proceeding.

12.4 Jury Trial Waiver. To the extent any matter proceeds in court, each party knowingly and voluntarily waives any right to a jury trial.

12.5 Forum. Subject to Section 12.2, the state and federal courts located in Pinellas County, Florida have exclusive jurisdiction, and you consent to personal jurisdiction and venue there.

12.6 Time Limit. Any claim must be brought within one (1) year after it arises, or it is permanently barred, to the extent permitted by law.

13. General Provisions

13.1 Modification. We may modify these Terms at any time by posting the updated version with a new effective date. Material changes will be notified as required by law. Continued use after the effective date constitutes acceptance.

13.2 Assignment. You may not assign these Terms without our prior written consent. We may freely assign or transfer these Terms and all data and rights hereunder, including in connection with any merger, acquisition, financing, reorganization, or sale of assets.

13.3 Severability and Reformation. If any provision is held invalid, illegal, or unenforceable, it will be reformed and construed to the minimum extent necessary to make it valid and enforceable while preserving its intent to the maximum extent permitted, and the remaining provisions remain in full force. The parties intend the broad data, ownership, monetization, and anti-circumvention provisions to be enforced to the greatest extent permitted, and to be read down rather than struck where necessary.

13.4 No Waiver. No failure or delay in exercising any right is a waiver. No waiver is effective unless in writing.

13.5 Entire Agreement; Relationship to Other Agreements. These Terms and the Privacy Policy are the entire agreement between you and the Company Group regarding the Platform and supersede all prior agreements regarding the Platform. They do not amend, replace, or supersede, and are independent of, any separate agreement between you and any member of the Company Group governing other services, including any Virtustant Master Service Agreement or staffing services agreement, which continues to govern that separate relationship on its own terms. If you are both a Platform subscriber and a party to such a separate agreement, each agreement governs its own subject matter; the separate services agreement controls as to the services it covers, and these Terms control as to the Platform. In the event of a conflict between these Terms and an executed Platform order form, the order form controls for the Subscription terms only.

13.6 Relationship. Nothing creates a partnership, joint venture, agency, fiduciary, or employment relationship between you and the Company Group.

13.7 Force Majeure. The Company Group is not liable for any failure or delay due to causes beyond its reasonable control.

13.8 Notices. Notices to us must be sent to info@virtustant.com and 7901 4th St N, Ste 300, St. Petersburg, FL 33702. We may give notice to you electronically, including by posting on the Platform or emailing your account address.

13.9 Third-Party Beneficiaries. Each member of the Company Group is an intended third-party beneficiary of these Terms and may enforce them directly.

13.10 Contact. Questions about these Terms: info@virtustant.com, Virtustant LLC, 7901 4th St N, Ste 300, St. Petersburg, FL 33702.