Terms of Service
Effective Date: August 31, 2019
Last Updated Date: August 31, 2019
Please read these RecruitBot Terms of Service (“Terms”) carefully. These Terms are between you (“Customer”) and RecruitBot, Inc. (“RecruitBot”), located at 5125 Louise Ave., Encino, CA 91316. These Terms govern the use of a production release of RecruitBot’s machine learning cloud based recruiting software application, and any updates, upgrades, and enhancements thereto (“Product”).
BY CLICKING ON THE “I ACCEPT” CHECKBOX, COMPLETING THE REGISTRATION PROCESS, AND/OR ACCESSING THE PRODUCT EITHER THROUGH THE RECRUITBOT WEBSITE (“WEBSITE”) OR BY DOWNLOADING RECRUITBOT’S MOBILE APPLICATION (“APPLICATION”), CUSTOMER REPRESENTS THAT (1) IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THESE TERMS, (2) CUSTOMER IS OF LEGAL AGE TO FORM A BINDING CONTRACT WITH RECRUITBOT, AND (3) CUSTOMER HAS THE AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF THE COMPANY THAT CUSTOMER HAS NAMED AS THE USER (AND IF NO COMPANY IS NAMED AS THE USER THEN ON BEHALF OF THE COMPANY THAT CUSTOMER IS AN EMPLOYEE OF) AND TO BIND THAT COMPANY TO THESE TERMS. THE TERM “CUSTOMER” REFERS TO THE LEGAL ENTITY IDENTIFIED AS THE USER WHEN CUSTOMER REGISTERED FOR THE PRODUCT OR TO THE LEGAL ENTITY THAT CUSTOMER IS AN EMPLOYEE OF, AS APPLICABLE.
IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THESE TERMS, CUSTOMER MAY NOT ACCESS OR USE THE PRODUCT.
Customer’s use of the Product may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in these Terms or will be presented to Customer for acceptance. The Supplemental Terms may modify, supersede or supplement these Terms. If these Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to Customer’s use of the Product. These Terms of Service and any applicable Supplemental Terms are collectively referred to herein as the “Terms”.
PLEASE NOTE THAT THESE TERMS ARE SUBJECT TO CHANGE BY RECRUITBOT IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, RecruitBot will make a new copy of the Terms available on the Website and the Application) along with any applicable Supplemental Terms. RecruitBot will also update the ‘Last Updated’ date at the top of the Terms. If RecruitBot makes any material changes, and Customer has provided RecruitBot an email address, RecruitBot will also send an email to Customer at the last email address it provided RecruitBot. Any changes to the Terms will be effective immediately for new Customers of the Product, and will be effective thirty (30) days after posting notice of such changes on the Website and the Application for existing customers, provided that any material changes shall be effective for Customers who are sent an email upon the earlier of thirty (30) days after posting notice of such changes on the Website and the Application or thirty (30) days after dispatch of an email notice of such changes. RecruitBot may require Customer to provide consent to the updated Terms in a specific manner before further use of the Product is permitted. If Customer does not agree to any change(s) after receiving notice of such change(s), Customer shall stop using the Product. Otherwise, Customer’s continued use of the Product constitutes Customer’s acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE AND/OR THE APPLICATION TO VIEW THE THEN-CURRENT TERMS.
Customer wishes to use the Product to evaluate it for its suitability and use in Customer’s business (the “Deployment”). The Deployment will run for a period of three hundred and sixty five (365) days after the Effective Date, unless either party notifies the other that it is terminating the Deployment earlier (“Deployment Period”). Customer agrees to use and evaluate the Product during the Deployment Period and report to RecruitBot on the functionality and usefulness of the Product. During the Deployment Period, the Product is provided as-is. At the end of the Deployment Period, unless a subsequent agreement extends the license, Customer access to the Product will cease and Customer will return or destroy all Confidential Information of RecruitBot. Either party may terminate these Terms upon thirty (30) days notice to the other party.
- Product License. Subject to these Terms, RecruitBot hereby grants Customer a limited right and license to access and use the Product, solely during the Deployment Period and for Customer’s use and evaluation of the Product.
- Pricing. The fees that RecruitBot charges for using the Product will be displayed at the time of Customer’s purchase on the Website or the Application. We may change our fees from time to time by posting the changes on the Website and Application thirty (30) days in advance.
- Performance Monitoring and Data. Customer agrees RecruitBot may during and after the Deployment Period: (a) monitor and assess the Product’s performance and Customer’s use of the Product during the Deployment Period, and (b) use any data provided by Customer during the Deployment Period (e.g., candidate metadata, relevant resumes, and ratings) solely to provide and improve the Product (e.g., enhance machine learning models used in the Product).
- Confidentiality. All non-public information disclosed by RecruitBot to Customer in connection with the Deployment will be “Confidential Information”, including any evaluation or assessment of the Product or RecruitBot’s business or operations made by Customer, and shall not be disclosed by Customer to any third party.
- Feedback. Customer may provide to RecruitBot suggested improvements, feedback or comments regarding the functions, features, performance and other characteristics of the Product (collectively “Feedback”). Customer agrees RecruitBot is free to use and otherwise exploit Feedback in any manner and at any time during or after the Deployment. RecruitBot will not publicly associate Customer’s name with the Feedback without Customer’s prior consent.
- Ownership. Subject solely to the express license granted by RecruitBot under these Terms, as between the parties, RecruitBot reserves and retains all right, title and interest in and to the Product and hereby represents and warrants that it is the sole and exclusive owner of all Intellectual Property Rights relating thereto (including, for the avoidance of doubt, any enhancements to the Products resulting from the Feedback). For purposes of these Terms, “Intellectual Property Rights” means any and all intellectual property rights in any part of the world, whether registered or unregistered, and all registrations, applications, renewals, extensions and other government issued indicia of ownership thereof, including, but not limited to, rights comprising or relating to: (a) patents, patent disclosures and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with the goodwill associated therewith; (c) copyrights and copyrightable works (including, but not limited to, computer programs), and rights in works of authorship, data and databases; (d) trade secrets, know-how and other confidential information; and (e) all similar or equivalent rights or forms of protection.
- Restrictions. Customer agrees not to duplicate, translate, modify, copy, printout, disassemble, create any derivative work of, reverse engineer, reverse assemble, decompile or otherwise tamper with, or attempt to gain access to the source code of, the Product. Customer shall not cause or encourage any third party to do any of the foregoing.
- Disclaimer of Warranties. The Product is provided to Customer “AS IS” and any use of the Product is at Customer’s own risk. RECRUITBOT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
1. By RecruitBot. If any action is instituted by a third party against Customer based upon a claim that the Product, as delivered, infringes any third party’s intellectual property rights, RecruitBot shall defend such action at its own expense on behalf of Customer and shall pay all damages attributable to such claim which are finally awarded against Customer or paid in settlement. If the Product is enjoined or, in RecruitBot’s determination is likely to be enjoined, RecruitBot shall, at its option and expense, (i) procure for Customer the right to continue using the Product, (ii) replace or modify the Product so that it is no longer infringing but continues to provide comparable functionality, or (iii) terminate these Terms and Customer’s access to the Product and refund any amounts previously paid for the Product attributable to the remainder of the then-current term. This Section 10.A sets forth the entire obligation of RecruitBot and the exclusive remedy of Customer against RecruitBot for any claim that Product infringes a third party’s intellectual property rights.
2. By Customer. If any action is instituted by a third party against RecruitBot based upon a claim that Customer’s content or data infringes any third party intellectual property rights or any other third party rights, Customer will defend such action at its own expense on behalf of RecruitBot and pay all damages attributable to such claim which are finally awarded against RecruitBot or paid in settlement of such claim. This Section 10.B states the sole and exclusive remedy of RecruitBot and the entire liability of Customer for the claims and actions described herein.
3. Procedure. Any party that is seeking to be indemnified under the provision of this Section 10 (an “Indemnified Party”) must (i) promptly notify the other party (the “Indemnifying Party”) of any third party claim, suit, or action for which it is seeking an indemnity hereunder (a “Claim”), and (ii) give the Indemnifying Party the sole control over defense of such Claim.
imitation of Liability.
EXCEPT FOR LOSSES OR DAMAGES ARISING FROM EITHER PARTIES’ OBLIGATIONS RELATED TO CONFIDENTIAL INFORMATION AND INDEMNIFICATION: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFITS, REVENUE OR DATA, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES, IN CONNECTION WITH THE USE OF THE PRODUCT OR OTHER MATERIALS PROVIDED ALONG WITH THE PRODUCT OR IN CONNECTION WITH ANY OTHER CLAIM ARISING FROM THESE TERMS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT WILL EITHER PARTY’S CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF THESE TERMS EXCEED ONE HUNDRED DOLLARS.
These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without RecruitBot’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. RecruitBot may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
Governing Law; Submission to Jurisdiction.
THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. Any legal suit or proceeding arising out of or related to these Terms or the rights granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the County of San Francisco, and each party irrevocably submits to the exclusive jurisdiction of such courts. Service of process, summons or notice by mail to such party’s address set forth herein shall be effective service of process for any suit or proceeding brought in any such court.
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