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Terms of Service

1. INTRODUCTION.


Please read these Terms of Service ("Terms" or "Terms of Service") carefully before using the www.athyna.io website (the “Platform” or “Athyna Platform”) operated by Athyna, Inc. ("Athyna", "us", "we", or "our"). For purposes of these Terms, “you” and “your” means you as a user of the Services. We may update these Terms by posting an updated version to our website (“Site”).


Your access to and use of the services (the “Services”) we make available to you on the Platform is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who wish to access or use the Services with your account. By accessing or using the Services, you agree to be bound by these Terms and to receive all communications and notices from us electronically. 


If you are accessing or using the Services on behalf of a business or other legal entity (“Business”), (i) you declare that you are authorized to enter into, and bind the Business to these Terms and register for the Services; and (ii) the Business is legally and financially responsible for your access to and use of the Services, as well as for the use of the Services by others affiliated with you, including any employees, agents or contractors. 


These Terms constitute the rules that are going to be applied to our relationship and are non-negotiable. As such, we encourage you to become familiar with these Terms as they form the basis of our contractual relationship. Please read it carefully and only consent to these Terms if you understand and agree to all its provisions.


If you have questions about these Terms, contact our Client Support team by submitting a request here  support@athyna.io before accessing the Services


If we make changes to these Terms, we will update them here. We will also send an email outlining the changes to the address provided by you on the Platform. It is important that you review the Terms whenever modified because your continued use of the Platform or Services for 30 days after notification is your indication that you agree to be bound by the modified Terms. If you do not agree to be bound by the modified Terms, then you must notify Athyna in writing of your intention to terminate our business relationship. We won’t charge you off-boarding fees.



2. DEFINITIONS.


Capitalized terms in these Terms of Service are defined as follows:

“Account” is an account to access and use the Platform in accordance with the terms hereof. 

“Administrator” is a Users with authority to, on behalf of a business, apply for an Account, access the Services, manage an Account, and otherwise act on behalf of the Business.

“Clients” are Users who use the Services to onboard Contractors, perform due diligence, generate and execute Contracts, make payments to Contractors for their services, and/or in connection with the receipt of any Contractor Services. 

“Contracts” are the legally binding documents executed by Clients and Contractors using the Platform’s Contract generation tool that describe the services to be provided by the Contractor, payment terms, and other information regarding the legal relationship between a Client and a Contractor. 

“Contractors” are Users who offer and perform independent services to Clients as described in Contracts and who receive payments from Clients through the Platform. 

“Employees” are Users who offer and perform services under the supervision or control of an employer.

“Athyna EOR Partners” are third parties engaging with Contractors as an employer of record in connection with the provision of Contractor Services.

“Payment Service Provider(s)” are third-party financial service providers with respect to payment of funds by Users hereunder, including, payments from Clients and settlement of funds to Contractors as part of the Management Services.

“Users” are Clients, Contractors, Employees, Administrators, and any other person authorized to access an Account. 

“Talents” are those who enter the platform as employees or contractors.





3. PLATFORM´S ACCOUNTS


Our Services are offered through a cloud-based software Platform to which Athyna grants you limited, non-transferable, royalty-free licenses to use in accordance with the Terms. 

You may register to the Platform as either a “Client”, “User” or “Talent”. Depending on the designation of your account, different Services may be available to you. Certain Services may also only be available subject to the payment of such fees detailed on the Platform. 


3.1. Eligibility. We make the Platform and the Services available to Users 18 years of age or older. If you are not 18, you may not create an Account or use the Services. You must be a human to open an Account. Accounts registered by “bots” or other automated methods are not permitted. You may not maintain more than one Account at a time. By applying for an Account and using the Services, you represent and warrant that you are of legal age to form a binding contract and meet all of the foregoing eligibility requirements. If you do not meet these requirements, you may not access or use the Services or apply for an Account. Athyna may refuse to provide an Account for any individual or entity at its sole discretion. 


3.2. Applying for an Account. Registration is free. In order to access and use the Services, you will be required to create an account. To apply for an Account, you must provide your full legal name, a valid email address, your social security number, EIN, TIN, legal address, and any other required information to complete the sign-up process, as requested by Athyna. If you are applying for an Account on behalf of a business, you may also be required to provide a business address, business ownership details, the nature of the business, and other business information that we may request. We will use this information to permit Athyna and its financial partners to conduct due diligence on you prior to opening an Account, and throughout the course of our business relationship with you. Our use of your information is subject to the terms of our Privacy Policy (“Privacy Policy”). If you do not agree to the terms of our Privacy Policy, do not apply for an Account. If you are applying for an Account on behalf of a business, you must specify at least one Administrator. You are liable for any actions of your Administrator, and for any other person with access to your credentials or your Account. If you are an Administrator, you represent and warrant that you have the authority to apply for and to manage your Business’ Account.


3.3. Account Security. You are fully and solely responsible for maintaining the privacy and security of your computer system, mobile device, and all activity on your Account, even if such activities were not committed by you. You will promptly disable access to the Services if you believe your Account has been compromised or stolen, and you will immediately notify us if you believe your Account credentials have been compromised or stolen, and in the event of any unauthorized access to or use of your Account. Athyna will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold Athyna harmless for any unauthorized, improper or illegal use of your account and any charges and taxes incurred unless you have notified us via e-mail at support@athyna.io that your account has been compromised and have requested that we block access to it, which we will do as soon as reasonably practicable. We will assist you in the event your Account is compromised, but we cannot guarantee that we will learn of or prevent any inappropriate use of the Services and you are solely responsible for any financial or other loss that results from unauthorized access to your Account. We may suspend access to your Account if we suspect your account has been compromised. 


4. OVERVIEW


These Terms, together with Service-specific scope of services, Athyna’s Privacy Policy, Data Processing Addendum and engagement-specific Service Agreement(s) (referred to together as the “Athyna Terms'), form the complete agreement between you and Athyna. In exchange for your agreement with the Athyna Terms and negotiated payment, Athyna will provide you with a global platform design to facilitate the talent's onboarding processes, payment, and engagement of such talent across the globe.  Our services will include Talent, “Employees” product (Employer of Record “EOR” and Professional Employer Organization “PEO”), Contractors and Employees Payroll Management, and/or other related services (the “Services”). Furthermore, Athyna, aware of current environmental problems, also offers Clients the possibility of reducing the carbon footprint of the members of his work team through a Carbon Offsetting Program, called “Climate” product.


5. SCOPE OF SERVICES


The Scope of Services enumerated below to provide additional terms and conditions that are incorporated into the Athyna Terms and specific to each service. Athyna and the Users will enter into Service Agreements to agree upon specific Services.



  1. TALENT AND EMPLOYEES SERVICE


Within the Athyna platform, the Client will have at their disposal the possibility of contracting the services of Talent, through which Athyna offers the Client the Global Talent Recruitment and Selection Service, both for Employees as for Contractors. 

In addition, if the Client has contacted and selected the candidate they wish to hire directly, they may contract the Employees services of Athyna, in which the clients of the platform can receive specialized services in the provision of human capital and its management, either directly through Athyna or some of its trusted partners (EOR Partners). The presentation parameters of these types of services will be provided to the client in a "Master Service Agreement", separated from these Terms and Conditions, which will govern the guidelines for both Talent and Employees services, between the Client and Athyna or with one of its EOR partners, which must be accepted by the client in order to receive the requested services.

If there is any conflict between the provisions of these Terms and Conditions and any Master Service Agreement, the provisions of such agreement will prevail. We reserve the right to replace one of our EOR partners at any time to ensure the best possible service delivery. Said substitution will be notified in a timely manner.

As a Client, by subscribing to these Terms and Conditions, you agree not to work directly with Athyna's EOR partners, assigned to your account during the term of this agreement and for one year after termination of this agreement without the prior written consent of Athyna.


Athyna will charge the Client an initial deposit for the provision of Talent and Employees services, which will be used to cover any expenses that may be generated as a result of the early or unilateral termination of the services for which the talent was hired. The deposit will be held by Athyna or for the benefit of Athyna until such time as the Talent ceases to provide the services for which it was hired and it is determined that there is no additional obligation that must be settled.

The deposit will be returned within 30 business days following the completion of the services, provided that all matters related to the termination of the Service Agreement have been resolved.



5.2 TALENT PAYROLL AND HUMAN RESOURCES MANAGEMENT SERVICES


In the Athyna platform, the Client will have the possibility to manage the payments of both their employees and their contractors, whether they were selected through our Talent services, or if they were selected and contacted directly by the Client, in which case Athyna will not be part of the relationship between these talents and the Client. The Client will have the possibility to handle any type of payment that he has agreed with his team members, that is provided within the platform

For purposes of providing Payroll Services, a Contractor or Employee refers to an individual or company engaged by the Client to provide services directly to the Client. The Contractor Payment Services will be provided in accordance with the terms of the Master Services Agreement.

The Contractor Payment Service comprises both financial and non-financial services. The financial service consists of paying the invoices on behalf of the Client. The non-financial services are provided through our Platform Dashboard and may comprise, but are not limited to: (a) providing Templates of Contracts, Stamens of Work, and Forms; (b) managing the invoices from the Contractors.


Athyna will not be a party in the relationship between the Contractor or Employee and the Client.

The Client is the party that takes part in the contract with the Contractor or Employee. Athyna is not a party to the contract of services between the Client and the Contractor or Employee. The Client should not lead Contractors or Employees to believe otherwise.

It is the Client's engagement decision and the Client determines the terms of engagement with the Contractor or Employee. The Client is responsible for verifying if the obligations agreed between the Contractor or Employee and the Client have been sufficiently fulfilled by the parties in their contract and whether the invoice submitted by the Contractor is in conformity with the Assignment.

Any problems a Contractor or Employee may have or any disagreement with the Client should therefore be directed to the Client. Athyna has no agreement with the Contractors or Employees and will therefore not mediate between them and the Client. Athyna merely provides administrative and payment services to the Client.


Contractors and Employees will easily connect with their Clients, memorialize contract terms, store payment and bank account preferences, and unify payment flows through a single platform (“Contractor Management Services”).


Contractors and Employees in this scenario appoint Athyna as their limited authorized payment collection agent (“Payment Agent”) solely for the purpose of facilitating the receipt of payments (via its Payment Services Provider, if applicable) from Clients for Services provided in connection with Contracts.

Contractors and Employees agree that payment received from Clients by Athyna will be considered the same as payment made directly to Contractors.

Client’s payment obligations to Contractors will be satisfied upon receipt of payment by Athyna (or its Payment Service Provider, as applicable), and Athyna (via its Payment Service Provider, as applicable) will be responsible for remitting funds to Client´s Contractors and Employees in the manner described in these Terms of Service. In the event that Athyna (via its Payment Service Provider) does not remit any such amounts, the Client´s Contractor or Employee will have recourse for non-payment solely against Athyna, and not Clients.

In accepting appointment as Payment Agent, Athyna assumes no liability whatsoever for any acts or omissions of Client´s Contractors or Employees related to Contracts, Forms, or these Terms of Service, failure to provide the Services in accordance with Contracts, or failure by Clients to make owed payments. Client´s Contractors and Employees understand that Athyna’s obligation to pay them is subject to and conditional upon Athyna’s actual receipt of payment from Clients.



  1. CLIMATE SERVICES 


Through the Athyna platform, the Client will be able to calculate, monitor, and offset their carbon footprint or that of their work team members. The presentation parameters of these types of services will be provided to the Client in our ATHYNÁ´S CLIMATE ANNEX, which will govern the guidelines of these services between the Client and Athyna, and which is part of these Terms and Conditions

If there is any conflict between the provisions of these Terms and Conditions and ATHYNA´S CLIMATE ANNEX, the provisions of the said annex shall prevail.



6. USER´S CONTENT

 Certain types of content may be made available through the Services. 

“Content” as used in these Terms means, collectively, all content on or made available through the Services, including any documents, images, photos, pictures, videos, data, audio or text, and any modifications or derivatives of the foregoing. 

Athyna allows you to upload certain content including but not limited to documents, text, and other data on or through the Services referred to herein as “User Content”.


Athyna does not endorse any content (including without limitation any user content) or any opinion, recommendation, or advice expressed in any content and expressly disclaims any and all liability in connection with the content and/or user content. We disclaim any and all liability, regardless of the form of action, for the acts or omissions of any and all users (including unauthorized users), whether such acts or omissions occur during the use of the services or otherwise. 


Athyna may, at its sole discretion, choose to monitor User Content for inappropriate or illegal behavior. Athyna reserves the right to treat User Content as content stored at the direction of users for which Athyna will not exercise editorial control except when violations are directly brought to Athyna’s attention.


You understand that Athyna is not responsible for the accuracy, usefulness, safety, appropriateness of, or infringement of any intellectual property rights of or relating to this Content (including but not limited to the User Content). You hereby waive any legal or equitable rights or remedies you have or may have against us with respect thereto. 


It is also possible for others to obtain Personal Data about you due to your use of the Platform, including through any User Content that you make available through your account. Anyone receiving or viewing User Content you share with other Users may use information you provided through such User Content for purposes other than what you intended. We are not responsible for the use of any Personal Data that you disclose on the Platform or through any User Content by any third party. By making any information available through the Platform you acknowledge that you understand and have agreed to such risks. 


7. RESTRICTIONS  


7.1 User Content Restrictions. Athyna has no obligation to accept, display, or maintain any User Content. Moreover, Athyna reserves the right to remove and permanently delete any User Content uploaded by you, without notice and for any reason. You are and shall remain at all times fully and solely responsible for any User Content that you upload to the Services. You represent and warrant that any User Content that you upload: 

- Complies with applicable law 

- Does not infringe or violate any third party intellectual property rights, privacy or publicity rights, or moral rights

- That you have all necessary rights and authorities to submit such User Content.


Without limiting the foregoing, you agree that you will not transmit, submit or upload any User Content to the Platform and/or Services or act in any way that: (i) restricts or inhibits use of the Services; (ii) violates the legal rights of others, including defaming, abuse, stalking or threatening Users; (iii) infringes (or results in the infringement of) the intellectual property rights, moral rights, publicity, privacy, or other rights of any third party; (iv) is (or you reasonably believe or should reasonably believe to be) stolen, illegal, counterfeit, fraudulent, pirated, violent or unauthorized, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (v) does not comply with all applicable laws, rules and regulations; or (vi) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (a) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present), (b) material that is racially or ethnically insensitive, defamatory, harassing or threatening, (c) pornography or obscene material, (d) any virus, worm, trojan horse, or other harmful or disruptive component; or (e) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive. 


7.2. Use Restrictions of the Platform. you are prohibited from using the Website or its Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet; (l) to manage personal, household, family, consumer or other non-commercial purposes. 

7.3. If we suspect or determine that you are using the Services in any many related to any Prohibited User Activities and/or Prohibited Uses, we reserve the right to disable your Account, freeze any funds in your Account, and report your activity to our financial services providers and other regulatory authorities with jurisdiction over us or you. To the extent permitted by applicable law, we will provide you with notice of any of the foregoing promptly following taking any such action. 


7.4. We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.


8. DATA PROTECTION

 

You acknowledge and agree that Athyna may collect and process your Personal Data in connection with your receipt of the Services. Athyna shall process such Personal Data in accordance with Athyna’s Privacy Policy and Data Protection, which forms an integral part of the Terms of Service. The Privacy Policy is available in our web side. The information here includes an overview of that program. In a conflict between these Terms and Privacy Policy previsions, Privacy Policy governs.


9. INTELLECTUAL PROPERTY. 


9.1. Intellectual Property owned by de Client. 

Unless something different is established in the Service Agreement, Contractors and Employees agree to grant all copyrights and all other intellectual property rights to the work and deliverables delivered to Clients in connection with their Contracts, and therefore waive any and all moral rights to Deliverables and assign all rights, titles, and interests to the Client. Deliverables will be considered work-for-hire under the U.S. Copyright Act. If Deliverables do not meet the requirements of work-for-hire or when the US Copyright Act does not apply, the Contractor or Employee will expressly agree to assign to Client the copyright to the Deliverables. 


All transfer and assignment of intellectual property to the Client will be subject to full payment pursuant to the relevant Contract terms. Clients may not use the Deliverables if payment is not made in full or the Contract is canceled for any reason. 


9.1.1. Regarding the services “Talent - Contractor” and “Employer of Records”, the intellectual property rights are transferred and/or licensed from the Employee(s) and/or Contractors to Athyna, and in turn, transferred and/or licensed from Athyna to the Client in accordance with the Service Agreement. Athyna may exercise its rights under local law as necessary to effectuate the transfer or license of intellectual property rights from the Employee or Contractor to Athyna.


Athyna is only responsible for the transfer. Athyna is not and shall not be responsible for the content of the intellectual property rights and therefore not liable for any third-party claims of intellectual property infringement or other violation of rights or laws with respect to the Works. 


9.2. Intellectual Property Own by Athyna.  The Platform, Services, any Content thereon (excluding any User Content), and any APIs, interfaces, features, and functionalities thereof are and will remain the exclusive property of Athyna and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and each jurisdiction in which we make the Services available to Users. 


You will not issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this agreement or otherwise use our trademarks, trade dress, service marks, logo, or trade name in connection with any product or service without the prior written consent of Athyna. 


You will not remove, alter or conceal any copyright, trademark, service mark, or other proprietary rights notices incorporated in the Platform and/or Services if any. 

Except as expressly permitted by our Platform, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit, or otherwise use the Content of the Platform or Services for any purpose. 


10. CONFIDENTIALITY 


“Confidential Information” means any business and technical information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is identified as confidential or proprietary, or which should reasonably be understood to be confidential or proprietary. Confidential Information includes all non-public documents and information that have or could have commercial value or other utility. Examples include clients lists, prices and how they are set, intellectual property, Team Member information, business plans, and/or new ideas and methods for doing business. 


Confidential Information does not include information which Receiving Party can show (a) is or has become publicly available without its breach of this Agreement; (b) was in its possession prior to disclosure, (c) was provided by a third party having a lawful right to make the disclosure; or (d) is required to be disclosed by law or court order (“Order”), when the Receiving Party provides prompt written notice of the requirement and cooperates with Disclosing Party if the decision is made to contest the Compelled Disclosure. 


The Parties (Users (Clients, Contractors, and Employees) and Athyna) agree to keep Confidential Information confidential. The Parties agree to exercise reasonable care to protect the confidentiality of Confidential Information. Reasonable care means at least the same level of care that a Party would reasonably use to protect its own Confidential Information. 


Receiving Party will not use the Confidential Information of the Disclosing Party except for the performance of its obligations under this Agreement. 

The Parties agree not to use Confidential Information in competition with each other. 

The Parties agree not to use Confidential Information in any way that harms the other Party. 

The Parties agree not to share Confidential Information with competitors, or to otherwise use Confidential Information for its own business or personal advantage.


All User Content added by a User to the Platform shall be deemed Confidential Information of the User, provided, however, that Athyna may use any data received from the User (including but not limited to User Content) for its own internal purposes, such as, without limitation, the general improvement of its products and services or in order to recommend its services to third parties. 


The Parties agree to notify each other immediately of any unauthorized access, disclosure, loss, or misuse of Confidential Information, or other breaches. The Parties will also use best efforts to immediately contain and remedy any such unauthorized access, disclosure, loss, or misuse. Finally, the Parties will fully cooperate with each other in an effort to enforce rights related to any such unauthorized disclosure.


These confidentiality and non-disclosure obligations will continue after our business relationship ends. 


11. PAYMENTS


9.1 Payment Plans. 

If you are a Client, certain Services are subject to the payment of the fees to Athyna detailed on the Athyna Platform. You may access and use such Services by selecting from one of our payment plans ("Payment Plan(s)"). Payment Plan details are set forth on our Pricing Page. You hereby agree to make payment to Athyna of such fees detailed on the Platform in accordance with your applicable Payment Plan. 

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. 


If you pay for your Payment Plan using a debit method, wire transfer, or credit card (“Card”), the following terms apply: 

Foreign Transaction Fees. You acknowledge that for certain transactions, your card issuing bank may charge a foreign transaction fee or other charges. 

Declined Payment. If payment is declined due to expiration of the Card, insufficient funds, or otherwise, Client remains responsible for any amounts not remitted to Athyna and Athyna may, in its sole discretion: (i) continue presenting the Card once it has been updated by Client (if applicable) or (ii) terminate this Agreement. 

If auto-renewal is enabled for the Services you have subscribed for, you will be charged automatically in accordance with the term you selected. 


Athyna does not charge Contractors any fees for payments processed through the Platform regardless of payment method, however, Athyna is not responsible for any transaction fees, foreign exchange fees, or any other fee imposed separately on a Contractor by a Payment Service Provider or by Contractor’s own financial institution.


9.2. Payment Service Providers. 

To facilitate payments, Athyna partners with a variety of Payment Service Providers, including payment gateways, money transmitters, wallet providers, credit and debit card payment processors, merchant acquirers, and merchant acquiring banks. See our Payments Page for more information on supported third-party payment methods in your location. Depending on your location, some payment methods may not be available to you, and we cannot guarantee that you will be able to use any payment method in connection with the Services even in locations where your preferred payment method is available for use. 


Depending on the desired payment method, Users may be required to enter into a separate agreement with the applicable Payment Service Provider (“Payment Service Provider Agreement”). Your use of any payment method is subject to the terms and conditions of the applicable Payment Service Provider’s rules and regulations and your agreement with them, and we will not be liable to you for any losses you suffer in connection with your use of any third-party payment services. Athyna is not a party to your Payment Service Provider Agreement and will not intervene in any disputes related to payments you make or receive using any third-party payment method. 


If you make or receive payments using a Payment Service Provider, you acknowledge and agree that you will comply with any Payment Service Provider terms of service or other agreement between you and the Payment Service Provider. 


9.3. Payment complying.

Athyna will send an invoice to the Client on a monthly basis. Such an invoice will, at minimum, a state which services are covered by the invoice. 

The Client will pay the invoices within 30 days.

If any amount owed by the Client under this Agreement or any Service Level Agreement for any of Athyna's Services is more than fifteen (15) days overdue, then without limiting Athyna's rights or remedies, the charges may accrue late interest at the rate of 2.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

Users are solely responsible for payment of insufficient funds fees, overdraft fees, wire transfer fees, or other bank fees that you or we incur in connection with payments, Payment Service Provider transaction fees, taxes, and any other third-party payment method fees or charges.


9.4. Reimbursements and Discounts. 

Except as expressly authorized herein, or in an applicable Service Agreement, no Client Fees paid to Athyna shall be refundable and no Client Fees accrued or incurred by Athyna will be discounted, set off, or waived for any reason.

For the avoidance of doubt, irrespective of the termination date of the Services, all Client fees are nonrefundable, including those Client Fees paid in advance for a set period of time.

Your payment obligations under your Payment Plan for each billing cycle may not be canceled after a billing cycle has commenced, and you will not receive a partial refund if you stop using the Services and terminate your Payment Plan before the end of a billing cycle. All fees paid by you to Athyna are non-refundable and there are no credits for partially used Payment Plan periods. 


9.5. Reversals. Athyna cannot reverse payments or withhold funds from Client´s Contractors or Employees, and cannot cause Payment Service Providers to reverse payments or withhold funds once funds have been received by the relevant Payment Service Provider. If a Client is not satisfied with the service provided or makes a payment in error, the Client must initiate a refund, reversal, or other payment dispute process that will be subject to the terms and conditions of your chosen Payment Service Provider method. 


9.6. Currency, exchange rate, and taxes

All payments must be made in the same currency ("Client Currency").

Any exchange rate conversion or fluctuation between the Client Currency and currency paid to the Employee(s) or Contractor(s), or currency agreed for the fee for the services, will be billed to the client.

Changes in taxes, and other elements outside of Athyna's influence, such as social security contributions, that may change the calculation of the Employment Costs will be billed to the Client.

Payment Plan fees are stated exclusive of any sales tax, value-added taxes, use or withholding tax, or other governmental assessments of any nature in your jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your Payment Plan, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, you will reimburse us for such withholding tax.


9.7. Fees and Payment Plans Modification.

Atyna may modify your Payment Plan fees at any time and in its sole discretion upon at least 30 days advance notice to you before the end date of your next billing cycle. Changes to Payment Plans will become effective at the end of the next billing cycle following your receipt of notice of the change. If you do not agree to the fee change, you must terminate your Payment Plan at least 5 days prior to the end of your next billing cycle by sending Athyna notice of termination to support@athyna.io Your continued use of the Services after the Payment Plan change becomes effective constitutes your consent to the new Payment Plan terms.


9.8. Free Trials. 

Athyna may, at its sole discretion, offer a Payment Plan with a free trial for a limited period of time ("Free Trial").To participate in a Free Trial, you must select a Payment Plan and provide a valid payment method, however, we will not charge your payment method unless you continue using the Services after the Free Trial is over. If you are on a Free Trial, you may cancel at any time until the last day of your Free Trial by emailing support@athyna.io If you or Athyna cancel your Free Trial, you acknowledge and agree that we may delete all Contracts, Forms, Content, and all other data associated with your Account during your Free Trial. If you do not cancel your Free Trial, then your Free Trial will automatically be converted to a paid Payment Plan at the end of the trial period, and you hereby authorize us to charge the payment method you’re provided us in accordance with your Payment Plan To cancel your Payment Plan after your Free Trial has ended and your Payment Plan has begun, you must notify us by sending Athyna notice of termination to at least 5 days prior to the end of your next billing cycle. At any time and without notice, Athyna reserves the right to (a) modify the terms of any Free Trial offer, (b) withdraw any Free Trial offer, or (c) cancel any Free Trial Payment Plan.


9.9. Warrant

By using any payment method and providing payment information to Athyna or to any Payment Service Provider, you represent and warrant that you are the owner, or authorized representative of the owner of the bank account or payment method account you use to send or receive payments and that you are legally authorized to send or receive payments using such accounts. 


9.10. Compliance. 

Solely to protect against money laundering, terrorist financing, fraud, unauthorized transactions, or as otherwise required by applicable law, Athyna and Payment Service Providers will collect, store and analyze User payment information. For more information on how we use your payment information, please see our Privacy Policy. Payment Services Providers may also collect payment information necessary for processing User payments. Except for payment amount and payment status details stored in your dashboard, Athyna does not have access to the payment information provided to Payment Services Providers, and such information will be subject to the privacy policy of each Payment Service Provider.


10. CONTRACT GENERATION 


10.1. Contract Generation. In the services regarding “Client´s Contractors and Employees Payroll Management”, Users can set contract terms by selecting from pre-set parameters using Athyna’s Contract generation tool, which will provide you with a Template. Users can use Athyna’s secure e-sign functionality to execute agreements. Contracts executed on Athyna are legally binding.


10.2 Contract Management. Users can securely store and manage multiple Contracts in their Accounts and may also modify or terminate Contracts through the Platform.


11. COMMUNICATIONS


By creating an Account on our Service, you agree to subscribe to newsletters or marketing materials and other promotional information we may send. However, you may opt-out of receiving any, or all, of these marketing communications from us by following the unsubscribe link or instructions provided in any email we send. Please note that we may still send you transactional or administrative messages related to the Services even after you have opted out of receiving marketing communications. 


12. ELECTRONIC SIGNATURES AND LEGAL NOTICES

 

These Terms, and any amendments thereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. Neither Party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to indicate acceptance of these Terms; or (ii) the fact that any signature or acceptance of this agreement was transmitted or communicated through electronic means; and each Party forever waive any related defense.

You agree that any signature or other electronic symbol or process attached to, or associated with a Contract, Form, certificate, or other documents between you and Athyna or you and another User with the intent to sign, authenticate or accept the terms of any such Contract, Form, certificate, or other document and any contract formation or record-keeping through electronic means on the Services will have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law.

You consent to us providing notices to you under these Terms of Service electronically and understand that this consent has the same legal effect as a physical signature.

We may provide notices regarding activity and alerts electronically through your account, email,to the contact information provided to us by you. We will send notices affecting payment and these Terms through your Account or via email. You understand that you may not use the Services unless you consent to receive notices electronically. You must maintain an updated web browser and computer and mobile device operating systems to receive Notices correctly. 

Contact us immediately via email to support@athyna.io if you are or believe you are having problems receiving Notices. 



13. INTERRUPTION OF SERVICE AND BACKUPS

 

13.1 From time to time, the Services may be unavailable for periods of time for maintenance and/or modifications to the Platform. We will endeavor to keep maintenance time as brief as possible. However, we cannot guarantee that the Services will be available to you, and we will not be liable to you for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of your use of the Services. 


13.2 Backups: We perform regular backups of the Website and Content and will do our best to ensure the completeness and accuracy of these backups. In the event of hardware failure or data loss, we will restore backups automatically to minimize the impact and downtime.


14. WARRANTY


Mutual Warranty. Each Party hereby represents and warrants: (a) that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization; (b) that the execution and performance of the agreement will not conflict with or violate any provision of any law having applicability to such Party; and (c) that the agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms.


Athyna’s Warranty. Athyna further represents and warrants that the Services, will be performed and operate in all respects in accordance with the Athyna Terms and with applicable laws, and will be performed in a professional and workmanlike manner at a standard comparable with others in the industry.


User´s Warranty. You further represent and warrant that during the use or engagement of Services, you will comply with all laws applicable to you relating to the engagement or provision of Services, these Terms, and all Service Agreements and Contractor Contracts. You further represent and warrant that during the use or provision of Services, You will not task or otherwise involve Athyna service providers in any illegal activity during the term of our engagement.


15. LIMITATION OF LIABILITY. INDEMNIFICATION.


Except for the “Talent” product, Athyna is not an intermediary, advisor, agent, or third party to Users with regard to any Contracts, and we take no responsibility for the quality or adequacy of any Deliverables or services performed, User disputes and or content posted to the Platform by Users.

Athyna assumes no liability for any acts or omissions of any failure in the provision of the services to the Client, or Client's failure to pay amounts owed to a Contractor or Employee, and the Contractor or Employee acknowledges that Athyna's obligation to pay as a designated Payment Agent is subject to and conditional upon Athyna's actual receipt of payment from the Client.

The Users agree to defend, indemnify and hold harmless Athyna its Affiliates, and each of their respective employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of the relationship between the Users. This may include but not be limited by the authorized and unauthorized use and access to the Service; a breach of these Terms or the terms of any Payment Service Provider agreement; or the breach, misapplication, or misinterpretation of any Contract, Form; incorrect or illegal use of data and Content posted into the Platform. 


15.1 Misclassification. Under the Terms, any Contractor hired directly by the Client through our Platform using our Template or uploading a pre-existing contract, is assumed to be in a professional services relationship. The Client understands and agrees that whether or not a government agency, other regulators, or judicial body ultimately deems Client to be Contractor’s employer, is beyond Athyna’s control. The contractor, likewise, acknowledges and agrees that whether or not a government agency, other regulators, or judicial body ultimately deems Contractor to be employed by the Client, is beyond Athyna’s control. Athyna, only provides the Platform for the Users to manage their relationships and to assist in the payments, and will not review or analyze the nature of the relationships declared or created through the platform, therefore, Athyna even though will provide some guides to help the Users decide what kind of relationship do they need to establish, will not be responsible for any misclassification. To that end, if a third party, with the authority to do so, like a regulator or judicial body, determines that a Client is an employer, in fact, of the Contractor, all parties agree to hold Athyna harmless. If that occurs, Athyna will assist in making any required changes to the employment relationship which are required as a result of any such determination.


15.2 Business and Professional Activities. Users agree to retain all responsibility for their business and professional activities. This includes Business Entity’s corporate structure, tax matters, hiring decisions, stock issuance, work projects and assignments given to service providers (including Employees or Contractors), and/or any other business decision and associated risk incurred in connection with the Client operations. 

Athyna will not be liable to you, any taxation authority, or any third party for any losses or penalties, pecuniary or otherwise, arising from your failure to adhere to Contractor or business Tax Compliance Obligations. 

Users acknowledge these activities are beyond Athyna’s control and agree to hold Athyna harmless for any damages or other negative consequences sustained as result.


16. DISCLAIMERS


16.1. Athyna is not a law firm and is not permitted to engage in the practice of law. Athyna employees do not act as your attorney or otherwise provide legal advice to you. The Templates, Forms, and other sample documents available to you on Athyna are made available to you for informational purposes only and are not a substitute for the advice of an attorney, and may not be relied upon by you in any manner whatsoever with regard to the legality or sufficiency of such materials for your situation or needs.

Your use of any portion of the Services does not create an attorney-client relationship with us. You understand and agree that you or your attorneys or advisors represent you in any legal matter you undertake related in any manner to any Template, Form, or any other document you obtain through the Platform. Accordingly, while communications between you and Athyna are protected by our Privacy Policy, they are not protected by any attorney-client privilege or attorney work product doctrine. Athyna is prohibited from providing any kind of advice, explanation, opinion, or recommendation to you about possible legal rights, remedies, defenses, options, selection of forms or strategies.

The information we provide in our Templates, forms, and documents is a compilation of frequently encountered legal and compliance issues generally applicable to engagements between Contractors and Clients and is not intended to be comprehensive of matters specific to your circumstances.

At no time do we review your Contracts, Forms, or other documents or the information you input for legal sufficiency, draw legal conclusions, provide legal advice or apply the law to the facts of your particular situation or needs.

Although Athyna takes every reasonable effort to ensure that the Templates, Forms, and other information on the Platform are up-to-date and reflect our best understanding of compliance matters related to engagements with independent contractors and employees, the information on the Platform is not legal advice. Because the law changes rapidly, varies from jurisdiction to jurisdiction, and is also subject to varying interpretations by different courts and certain government and administrative bodies, Athyna cannot guarantee that all the information on the Platform is accurate, up-to-date, complete, or sufficient for your specific legal or compliance needs. 

Any third-party information contained on the Platform we believe to be reliable, but has not been independently verified. Athyna is not responsible for any loss, injury, claim, liability, or damages related to your use of any sites we link to or from errors or omissions in the content of the linked sites. You use third-party links and information at your own risk. 

Athyna makes no express or implied warranties or representations, and Athyna has no liability to you with respect to the information and data we provide to you on the Platform or in connection with the Services.

Your use of the Services and any content or information obtained through the services is at your own risk. Neither Athyna nor its affiliates make any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the services or information obtained by you through the Platform.


16.2. Athyna and its affiliates do not warrant that a) the services or any payment method will be uninterrupted, error-free, secure, or available at any particular time or location; b) any errors or defects will be corrected; c) the services are free of viruses or other harmful, components; or d) the results of using the services will meet your requirements.  


16.3. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service. 


16.4. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of, any Content or Services. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems or equipment, servers or providers, software, failure due to technical problems or traffic congestion on the Internet or on the Services. 


16.5. We assume no responsibility for any incorrect data, including Personal Data provided by you or on your behalf and you hereby represent and warrant that you are solely responsible for any and all data provided to Athyna, including any incorrect data and you shall assume any and all liability for any consequences of the provision of such incorrect data to us. 


16.6. In no event will Athyna, nor its Directors, Employees, Partners, Agents, or Affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, revenue, sales, data, use, goodwill,  impact on business, business interruption, loss of business opportunity, or other intangible losses resulting from a) your access or inability to access to our services; b) any conduct or content of any user or third party on the services; c) any content obtained from the services; d) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage or we could have foreseen such damages,  an even if a remedy set forth herein is found to have failed of its essential purpose. 

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages set forth in this section, so the limitations above may not apply to you. 



17. CONTRACT CANCELLATIONS. 


17.1 User-Initiated Contract Cancellation. The Users may initiate cancellation of the Contract through the Athyna dashboard. Cancellation of a Contract through the Athyna dashboard has no bearing whatsoever on the merits of a Contract dispute, or the interpretation of the terms of, or legality, or validity of a Contract. The Services record the initiator of, and the time and date of the cancellation. If you delete a Contract, the deleted Contract and all Content therewith will immediately become inaccessible to other Users. Users may not initiate or request payment for services related to, or alter the status of a contract after it has been canceled. 


17.2 Contract Cancellation by Athyna. Athyna may cancel a Contract in the event of suspicious account activity or Account compromise; fraud, harassment, and threats; unfair, deceptive, or abusive acts or practices; illegal acts; at the direction of a regulatory authority; or for any other violation of these Terms of Service. Athyna may also cancel a Contract if a User is no longer an Athyna Accountholder in good standing. Please contact us if you believe a Contract or another User is in violation of these Terms.


18. TERMINATION. SURVIVAL. 


18.1. Users Termination. 

The Users may request the termination of their Account at any time, for any reason or no reason,  by contacting us via email at support@athyna.io Following such request, Athyna shall close the Account as soon as reasonably practicable. 


19.2. Athyna Termination. 

Athyna can likewise terminate any Account at any time, for any reason or no reason, if we give you 30 days written notice.

We may also terminate or suspend your Account and access to the Services immediately, without prior notice or liability to you, at our sole discretion. Grounds for such termination or suspension may include: (i) extended periods of inactivity; (ii) breach of these Terms; (iii) fraudulent, harassing, or abusive behavior; (iv) behavior that is illegal or harmful to other Users, third parties or business interests of Athyna; (v) termination, suspension or expiration of any Services Agreement for any reason, as applicable, or (v) failure to make payment in accordance with the terms hereof or any Services Agreement. 

We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior, or Content of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.


19.3. If your Account is terminated, you may not rejoin the Platform again without our express permission. Upon termination of your Account, you shall not have any further access to any Content that may be available through your Account. 


19.4. Any suspension, cancellation, or termination of your account shall not affect your obligations under these Terms which by their nature are intended to survive such suspension, cancellation, or termination, including, without limitation, Section 5.3.1 [Appointment of Athyna as Payment Agent], Section 9 [Intellectual Property], Section 15 [Limitations of Liability. Indemnification], Section 16 [Disclaimers], Section 22 [Arbitration]; and Section 10 [Confidentiality]. 


19.5. The termination or expiration of a Service Agreement or a specific Contract will not terminate these Terms. Unless a Party terminates these Terms as described above, the Terms will remain in effect for as long as you have an active Service Agreement or Contract on the Platform and will automatically terminate 90 days from the date on which You no longer have any active Service Agreements or Contractor Contracts with Us. Once these Terms end, You may continue to access the Platform only to view and download Your information until December 31 of the year following the expiration or termination of these Terms.


20. FORCE MAJEURE. 


You may not hold us liable for any interruption of the Services due to any act of God; blockage, disturbance or encumbrance of the telecommunications, transport or procurement networks for whatever reason; poor quality or interruptions of electrical current; virus or computer pirate attacks, insurrections or acts of a similar nature; state of war or embargo; total or partial strikes within or outside of the company; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, epidemics, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; legal or regulatory modifications applicable to supplying the Services, and any other cause beyond our voluntary control preventing the normal provision of the Services to you. 

If you are delayed, hindered, or prevented from performing your obligations under this agreement because of force majeure, you will promptly give us notice through support@athyna.io. As practicable under the circumstances, you will make all the commercially reasonable efforts to resume full performance as soon as possible. 

If the force majeure causes an interruption on either the User or Athyna, longer than 30 days, the party that is not affected by the force majeure, may terminate this contract. 

21. GOVERNING LAW. 


These Terms will be governed and construed in accordance with the laws of Delaware, United States, without regard to its conflict of law provisions.

 

22. ARBITRATION.


You agree to first attempt to resolve disputes with us in good faith and in a timely manner. Where no resolution can be found, you agree that any dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Services will be settled by final and binding arbitration in Delaware, United States, using the English language before a single arbitrator applying the JAMS Arbitration Rules and Procedures. 

You understand that by agreeing to these Terms, you and Athyna are each waiving the right to trial by jury. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. 


23. MISCELLANEOUS 


In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. We may assign and/or transfer our rights and obligations hereunder to any third party without prior notice. You shall not assign and/or transfer any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. Either party’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. 


These Terms are a legally binding agreement between you and Athyna. By clicking the applicable button to indicate your acceptance of the Terms, you accept the Terms, and you agree, effective as of the date of such action, to be bound by the Terms.