Terms & Conditions

January 2024

1 GENERAL

1.1 These company service terms (“Terms”) regulate your access to the website www.scrubin.io and all services (“Services”) offered on the website and their usage. This is a legally binding agreement between you and Sundog Ventures OÜ, registration code 16261429, located at Tatari 64, Tallinn (“Service Provider”).

1.2 The website www.scrubin.io is an information society service (“Platform”) that connects companies and personnel agencies (“Provider,” “Providers,” or “You”) operating in the healthcare sector and independent individuals (“User” or “Users”) operating in the healthcare sector, allowing Users to explore and respond to job offers (“Job Offer”) provided by You.

1.3 The Service Provider does not provide healthcare services, act as a mediator for healthcare services, or mediate the workforce.

2 JOINING THE PLATFORM

2.1 To join the Platform and use the Services, you must create a Platform user account (“User Account”). To do so, you must provide all the necessary information on the registration form and, if necessary, provide the required documents.

2.2 You can register a User Account only on behalf of a legal entity, i.e., the Provider.

2.3 By creating a User Account, you confirm and ensure the following:

2.3.1 You have reviewed the Terms, they are understandable to you, and you agree that they are legally binding on you at all times when you use the Platform and Services;

2.3.2 You or your client (if you are a personnel agency) have the necessary business license for Job Offers;

2.3.3 You have the authority to enter into legally binding agreements on behalf of the Provider for using the Platform;

2.3.4 All the information provided in the registration application is accurate, correct, and complete;

2.3.5 You will not allow third parties to use your User Account or transfer it to any third party;

2.3.6 You will not use the Platform for unlawful purposes, purposes contradictory to the Terms, or in any way that would harm the proper functioning of the Platform;

2.3.7 You will promptly update your User Account information if the previously provided information becomes inaccurate for any reason.

2.4 Each Provider can have only one User Account for using the Platform. If multiple authorized representatives start using the User Account on behalf of the Provider, each authorized representative must have an individual sub-user account for using the Platform. Providing access of an individual sub-user account to another employee of the Provider is prohibited.

3 SERVICES AND THEIR USAGE

3.1 Services include all services provided to you through the Platform, including making the Platform available, posting Job Offers, customer support, analytics, and other support services.

3.2 The Service Provider makes the Platform and Services available solely for Users and Providers to find each other. Through the Platform, Users have access to Job Offers, and Providers have access to Users interested in the Job Offers. Only Providers decide the terms and content under which Job Offers are added to the Platform, and only Users decide which Job Offer they are interested in. The Provider is solely responsible and has full discretion in selecting any User for any Job Offer.

3.3 The Service Provider has the right to decide which Services are offered through the Platform at any given time. The Service Provider has the right to add, remove, and update the features and functions of the Platform or Services at any time, including prices, payment methods, and usage requirements. The Service Provider may unilaterally suspend or terminate the offering of the Platform and Services, either in whole or in part, and without any liability to the Provider, for any reason at the discretion of the Service Provider. The Service Provider will notify the termination of service provision (i.e., the complete closure of the Platform) 30 days in advance.

4 JOB OFFER

4.1 To post a Job Offer on the Platform, you must fill in all the required fields in the online form, including information about the content of the Job Offer, the location of the job, required qualifications, start time of the job, and the compensation for the User.

4.2 The posted Job Offer will be displayed on the Platform for all Users, and Users who have expressed interest in receiving notifications will be notified additionally by email or SMS.

4.3 To review a Job Offer, a User must open it.

4.4 Users can express interest in a Job Offer after opening it. After expressing interest, the User’s profile becomes visible to the Provider. Users and Providers can communicate with each other through the Platform.

4.5 Users have the ability to:

4.5.1 Review Job Offers by clicking on them;

4.5.2 Express interest in a Job Offer after opening it;

4.5.3 Communicate with Providers through the Platform.

5 FEES AND PAYMENT

5.1 The Service Provider has the right to receive a fee (“Service Fee”) from the Provider for posting Job Offers on the Platform.

5.2 The Service fee for posting a job offer consists of a current price while the valid price list is visible on the platform under the User account.

5.3 Additional Services such as analytics, etc., can be purchased through the Platform, and they will be subject to the pricing of the price list.

5.4 The obligation to pay the Service Fee arises upon adding a Job Offer or purchasing any other Service. The Service Provider will send an invoice to the Provider. The Provider must pay the full amount for the Service, and the Service Provider will not refund the paid fee even if the Provider decides to partially or completely stop the use of the Service.

5.5 The Service Fee must be paid within 14 calendar days from the receipt of the invoice. Payment for the Service is considered completed when the funds are received in the Service Provider’s account. In case of delay in payment, the Service Provider has the right to refuse further provision of the Service until the Service Fee is received.

5.6 In case of delayed payment of the Service Fee, the Provider shall pay a penalty of 0.5% of the unpaid amount for each day of delay.

6 INTELLECTUAL PROPERTY

6.1 Content, data, and information transmitted through the Platform, including related software (source and/or object code) and documentation, or trademarks and other intellectual property rights related to them, belong to the Service Provider, the Service Provider’s suppliers, and/or the Service Provider’s licensors.

6.2 In accordance with the Terms, the Service Provider grants you a worldwide, non-transferable, non-sub-licensable, revocable, royalty-free license to use the software necessary for the Platform and Services.

6.3 For all content and data that you input or make available through the Platform, you grant the Service Provider a free, worldwide, transferable, sub-licensable simple license to use this content for the following purposes:

6.3.1 Provision of the Platform;

6.3.2 Provision of the Services;

6.3.3 Development of new products and services;

6.3.4 Software enhancement and development.

7 CONFIDENTIALITY

7.1 During the validity of the Terms and for 5 years after the expiration of the Terms, the Provider is obligated to keep any information received from the Service Provider confidential. “Confidential Information” refers to the Service Provider’s technical information (including information about intellectual property items, copyrights, IT systems, source code, features, software, and related information).

7.2 The Provider ensures that:

7.2.1 Confidential Information is used only for the fulfilment of its rights and obligations under the Terms; the use of Confidential Information for any purpose other than described above requires the Service Provider’s prior written consent;

7.2.2 Confidential Information is kept confidential and not disclosed to third parties or the public without the Service Provider’s prior written consent;

7.2.3 All reasonable measures are taken to prevent the disclosure of Confidential Information to third parties or the public due to its actions or inaction.

7.2.4 For the purposes of the Terms, third parties or individuals subject to restrictions on disclosing Confidential Information are: a) Provider’s employees and other individuals participating in contract performance, assuming that Confidential Information is disclosed to individuals only to the extent necessary for contract performance, and the Provider ensures that individuals keep the Confidential Information confidential; and b) Provider’s auditors, legal advisors, and banks subject to confidentiality obligations.

7.2.5 The Provider undertakes to promptly notify the Service Provider if disclosure of Confidential Information to a person without the right to receive such information occurs or might occur.

8 LIABILITY

8.1 The Platform is provided “as is” and “as available.” The Service Provider does not assert or warrant that the Platform and Services will operate without interruptions or errors.

8.2 The Service Provider is not responsible for the accuracy of any information contained in User profiles or other User content. The Service Provider does not control, direct, or evaluate Users or their work in any way. The Service Provider is not responsible in any way for Users’ compliance with Provider’s expectations and needs nor for Users’ suitability for any work or service provision. The Service Provider does not engage in negotiations between parties or mediate contract formation. The Service Provider is not responsible for the performance of the contract between User and Provider, nor for the quality, compliance with the contract, safety, or legality of any services provided under the contract, Users’ qualifications, background, or identity.

8.3 The Service Provider is liable only for intentional breaches of the Terms by the Service Provider. In such cases, the Provider has the right to demand compliance with the Terms, provided that demanding compliance is not excluded. The Service Provider is liable only for direct financial damage, and its liability is limited to an amount not exceeding the total amount of Service Fees paid by the Provider to the Service Provider during the 6 months directly preceding the event giving rise to the claim. The Service Provider is not liable in any case for lost profits, non-financial damages, legal costs, or other damages incurred by the Provider.

8.4 If the Provider breaches the Terms and as a result, a claim against the Service Provider arises from the User or a third party, the Provider must provide the Service Provider with comprehensive assistance in resolving the situation and compensate the Service Provider for all damages incurred.

9 TERMINATION OF AGREEMENT

9.1 The Service Provider may terminate the Terms at any time by notifying the Provider at least 7 days in advance, after which the Provider’s rights to use the Platform and Services will terminate.

9.2 The Service Provider has the right to terminate the Terms and restrict the Provider’s access to the Platform and Services without prior notice if the Provider breaches the Terms or any applicable legal norms.

9.3 Provided that the Provider does not have any active Job Offers where Users’ statuses are pending, the Provider may terminate the Terms at any time by notifying the Service Provider at least 14 days in advance, after which the Provider’s rights to use the Platform and Services will terminate.

10 APPLICABLE LAW AND DISPUTE RESOLUTION

10.1 The Terms are governed by the laws of the Republic of Estonia. Disputes arising from the Terms shall be resolved through negotiations; if negotiations fail, the disputes shall be resolved in Harju County Court.

11 GENERAL PROVISIONS

11.1 The Service Provider reserves the right to unilaterally amend the Terms, notifying the Provider of such changes in writing, in a form allowing reproduction, at least 10 days before the changes take effect.

11.2 Automatic copying, collection, or aggregation of the Platform’s content (including text, images, data, code, etc.) for any purpose, including data mining, web scraping, scripting, using bots, spiders, or other automated tools, is strictly prohibited. The Provider agrees not to use or allow its employees to use software or technology that can automatically copy or collect the Platform’s content. The Service Provider has the right to implement necessary technical measures to detect and prevent such prohibited activities and take appropriate legal measures.

11.3 The transfer of your rights and obligations arising from the Terms is permitted only with the Service Provider’s prior written consent.

11.4 The Service Provider may transfer its rights and obligations arising from the Terms to a third party without the Provider’s consent. In such cases, the Service Provider will notify you in advance of the transfer of rights and/or obligations to the third party within a reasonable time.

11.5 If any part of the Terms is deemed invalid or unenforceable, it does not affect the validity or enforceability of the remaining Terms. The invalid or unenforceable part should be replaced with a valid and enforceable part that achieves a result and purpose as similar as possible to the replaced part.