Terms of Service

This Master Services Agreement (“Agreement”) is entered into between RecruitBot, Inc., (“RecruitBot”)  located at 2030 Vallejo, #205, San Francisco, CA, 94123 and the customer (“Customer”) identified on the applicable order form, invoice or online purchase form (“Order Form”). The provisions of this Agreement shall govern any Order Form entered into between RecruitBot and the Customer and shall apply to Customer’s use of RecruitBot’s machine learning cloud based recruiting software application, together with any applicable updates, upgrades and enhancements that RecruitBot determines to make thereto (“Product”). 

RecruitBot and Customer agree to the following:

• Term; Termination.  Customer shall be entitled to use the Product for the Evaluation Period and the Initial Term as each are defined on the Order Form. The term of this Agreement shall commence on the effective date indicated on the Order Form and continue for the Initial Term, unless earlier terminated in accordance with this Section. Thereafter, unless agreed otherwise on the Order Form, this Agreement and each Order Form will renew for successive periods of one (1) year (“Renewal Term”) at RecruitBot’s then-current Fees, unless either party notifies the other of non-renewal in writing sixty (60) days prior to the end of the then-current term (the Initial Term, together with each Renewal Term, is the “Term”). Either party may terminate this Agreement for material breach after providing written notice to the breaching party detailing such breach and, where such breach may be cured, allowing thirty (30) days opportunity for the breaching party to cure such breach.  Upon expiration or termination of this Agreement, Customer’s access to the Product will cease and Customer will return or destroy all Confidential Information of RecruitBot.
  
  

• Product License.  Subject to this Agreement, RecruitBot hereby grants Customer a limited, non-exclusive, non-transferable (except as provided in Section 17  (Assignment)), non-sublicensable right and license to access and use the Product, solely: (i) during the Term; (ii) for the internal business use of Customer, its employees and recruiters that have a relationship with Customer (“Recruiters” and collectively, the “Authorized Users”); and (iii) in accordance with RecruitBot’s applicable user documentation provided at https://help.recruitbot.com/hc/en-us or as otherwise provided by RecruitBot from time to time (“Documentation”) and written instructions (the “License”).  Customer may purchase either a “Primary License” which provides full access to the features and functionality of the Product or a “Contributor License” which has limited access to the Product and is intended for use by a hiring manager, and certain features will not be accessible (such as limitations on the searches or emails which may be generated). Customer acknowledges and agrees that: (i) only Authorized Users are entitled to access the Product with unique usernames and passwords; (ii) it will ensure that each unique username and password issued to an Authorized User will be used only by that Authorized User when accessing the Product; (iii) Customer is responsible for maintaining the confidentiality of all Authorized User’s unique usernames and passwords, and is solely responsible for all activities that occur under these usernames; and (iv) Customer will notify RecruitBot promptly of any actual or suspected unauthorized use of any account, username, or passwords, or any other breach or suspected breach of this Agreement.
  
  

• Fees.  In consideration for the License, Customer will pay the fees specified on the Order Form (“Fees”). Fees for additional seats added after the effective date of the Order Form will be prorated until the end of the applicable term. The Fees will be payable on the Billing Basis defined on the Order Form. Invoice(s) for the Fees shall be sent in accordance with the Billing Basis, with the first invoice sent upon the execution of the applicable Order Form. Unless specified otherwise on the Order Form, all Fees shall be due and payable within thirty (30) business days upon RecruitBot providing Customer with an invoice. Customer must transfer such funds to RecruitBot via direct deposit in accordance with wiring instructions, via ACH, or via credit card.  All payments hereunder shall be in United States dollars.  RecruitBot shall be entitled to issue a new Order Form with updated Fees with respect to any Renewal Term, provided that RecruitBot shall provide at least ninety (90) days written notice of any increased Fees prior to the commencement of the next Renewal Term in order for such increases to take effect.
  
  

• Taxes.  Customer agrees that it is responsible for any applicable sales, use and/or other taxes imposed in connection with this Agreement, including the grant of the License and Customer’s use of the Product (except for any taxes imposed on or measured by RecruitBot’s income or receipts).  If Customer determines in good faith that any amount of the License Fees is required under applicable law to be withheld or deducted in respect of any tax from any payment by Customer under this Agreement (a “Tax Withholding”), Customer shall: (i) deduct or withhold such Tax Withholding in the full amount required to be deducted or withheld pursuant to applicable law; (ii) timely pay the withheld or deduct amount to the relevant authority in accordance with applicable law; (iii) promptly forward to RecruitBot a withholding tax certificate evidencing such payment by Customer to the authority; and (iv) pay to RecruitBot the stated amount payable under this Agreement (after and without reduction for any such Tax Withholding).
  
  

• Confidentiality.
  
  

   

(a) Each party (“Receiving Party”) acknowledges that it may receive from the other party (“Disclosing Party”) confidential, non-public or proprietary information relating to the Disclosing Party and its business and such confidential information includes, but is not limited to, technical, business, security, marketing and financial information, and any other information that could reasonably be considered confidential or proprietary given the nature of the information or circumstances of the disclosure (“Confidential Information”). The the Product, non-public Documentation and all information relating thereto shall be considered Confidential Information of RecruitBot.  Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a wrongful act of the Receiving Party; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a source that is entitled to disclose it to the Receiving Party; or (iii) is independently developed by the Receiving Party, its employees or third party contractors without access to or use of the Disclosing Party’s Confidential Information.  

(b) During and after the Term, the Receiving Party shall: (i) not use (except for performance of this Agreement) or disclose Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; and (ii) take no less than the same measures that it takes with its own Confidential Information, and in any case no less than reasonable measures, to maintain the Confidential Information of the Disclosing Party in confidence. Either party may disclose Confidential Information to the extent required by law, provided that the Receiving Party gives the Disclosing Party reasonable advance notice of such required disclosure and cooperates with the Disclosing Party so that the Disclosing Party has the opportunity to obtain appropriate confidential treatment for such Confidential Information.  

(c) All Confidential Information disclosed by Disclosing Party shall remain the property of the Disclosing Party.  The Disclosing Party reserves all rights in its Confidential Information.  Nothing in this Agreement or the disclosures envisaged by this Agreement shall (except for the limited use right above) operate to transfer, or operate as a grant of any intellectual property rights in, the Confidential Information.  

(d) If the parties have entered into a separate nondisclosure agreement, if and where the confidentiality provisions of this Agreement conflict with provisions of the nondisclosure agreement, the more restrictive of the conflicting nondisclosure terms will have precedence.

• Privacy and Data Security. In its provision of the Product under this Agreement, RecruitBot will comply with the terms of the Data Protection Addendum available at https://recruitbot.com/data-processing-addendum (“DPA”) with respect to its processing of any Personal Data (as defined in the DPA).  RecruitBot may process Personal Data as an independent controller in accordance with the Specific Purposes defined in the DPA. Customer grants to RecruitBot a non-exclusive, royalty-free, worldwide right to use Customer Data (defined below): (a) to provide and improve the Product; (b) unless Customer opts out, to share and provide through the Product specific insights about Customer’s applicants or end users to other customers that have not opted-out on a reciprocal basis; and (c) to aggregate, de-identify, or anonymize Customer Data and use such aggregated, de-identified, or anonymized data, solely to provide and improve the Product and RecruitBot’s related services it offers to customers.
  
  

• 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 before, during or after the Term.  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 this Agreement, 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 enhancement to the Product resulting from the Feedback and the machine learning models generated by the Product).  For purposes of this agreement, “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.  Subject to any express rights granted by Customer under this Agreement (which, for the avoidance of doubt, shall include RecruitBot’s right to aggregate, de-identify, or anonymize Personal Data pursuant to Section 6 hereof), Customer reserves and retains all right, title and interest in and to the data that Customer submits to, creates or stores in, the Product (“Customer Data”) and is the sole and exclusive owner of all Intellectual Property Rights relating thereto.  Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of all Customer Data. Customer is responsible for obtaining all third party licenses, consents and permissions needed for RecruitBot to use, copy, store and process the Customer Data to provide the Product and exercise its rights and obligations hereunder.
  
  

• Restrictions. Customer agrees not to: (a) 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; (b) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Product for the benefit of any unauthorized third party; (c) access or use the Product to build a similar or competitive product or service or otherwise engage in competitive analysis or benchmarking; or (d) interfere in any manner with the operation of the Product, or attempt to probe, scan or test vulnerability of the Product without prior authorization of RecruitBot. Customer shall not cause or encourage any third party to do any of the foregoing.
  
  

• Warranties; DISCLAIMER.  RecruitBot represents and warrants that the Product will perform in accordance with generally accepted industry practices and in accordance with the service level agreement in Exhibit A (“SLA”). For any breach of the above warranty, Customer’s exclusive remedy, and RecruitBot’s entire liability, will be the remedies set out in the SLA and, if RecruitBot fails to materially provide such remedies in accordance with the SLA, Customer’s sole and exclusive remedy shall be to terminate the Agreement and to receive a refund of any prepaid Fees for the period of time remaining in the applicable Term.  Each party represents and warrants to the other party that it is duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization and that it has the full right, power and authority to enter into and perform its obligations and grant the rights it grants or is required to grant under this Agreement. OTHER THAN THE WARRANTIES EXPRESSLY STATED HEREIN, 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. THE PRODUCT MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.  RECRUITBOT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
  
  

• Indemnification.
  
  

   

1. 1. 1. By RecruitBot. If any action is instituted by a third party against Customer based upon: (i) a claim that the Product, as delivered, infringes any third party’s intellectual property rights (“IP Indemnity”); or (ii) any claim arising out of a data breach or loss of Personal Data caused by a breach by RecruitBot of the DPA (“Data Security Indemnity”), RecruitBot shall defend such actions at its own expense on behalf of Customer and shall pay all damages attributable to such claims which are finally awarded against Customer or paid in settlement. In respect of the IP Indemnity, 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 this Agreement 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 11.A sets forth the entire obligation of RecruitBot and the exclusive remedy of Customer against RecruitBot for any claim under the IP Indemnity or the Data Security Indemnity.
         
         
      2. By Customer. If any action is instituted by a third party against RecruitBot based upon a claim that Customer Data infringes any third party rights or caused by a breach by Customer of its obligations under Section 8 (“Customer Indemnity”), Customer will defend such action at its own expense on behalf of RecruitBot, pay all damages attributable to such claim which are finally awarded against RecruitBot or paid in settlement of such claim and indemnify RecruitBot for any expenses incurred in connection therewith. This Section 11.B states the sole and exclusive remedy of RecruitBot and the entire liability of Customer for any claim under the Customer Indemnity.
         
         
      3. Procedure. Any party that is seeking to be indemnified under the provision of this Section 20 (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.
         
         

• Limitation of Liability.  EXCEPT FOR LOSSES OR DAMAGES ARISING FROM EITHER PARTIES’ OBLIGATIONS RELATED TO CONFIDENTIAL INFORMATION, THE IP INDEMNITY AND THE CUSTOMER INDEMNITY: (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 THIS AGREEMENT, 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 THIS AGREEMENT EXCEED: (I) FOR THE DATA SECURITY INDEMNITY, $1 MILLION; AND (II) FOR ALL OTHER CLAIMS, THE SUM OF LICENSE FEES PAID AND PAYABLE BY CUSTOMER TO RECRUITBOT OVER THE PREVIOUS TWELVE (12) MONTH PERIOD.
  
  

• Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party.
  
  

• Public Announcements. Unless agreed otherwise on the Order Form, both parties may use the other’s trademark, service marks, or logos on its website and marketing/promotional materials to indicate a relationship.  Neither party shall issue any publicity relating to this Agreement or otherwise use the other party’s trademarks, service marks or logos for any purpose other than indicating a relationship without the prior written consent of the other party.
  
  

• Notices. All notices, requests, consents, claims, demands and waivers under this Agreement have binding legal effect only if in writing and addressed to a party at the address specified in the Order Form (or to such other address or such other person that such party may designate from time to time).  Notices sent in accordance with this Section 15 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or e-mail, (in each case, with confirmation of transmission), if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the third day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.
  
  

• Entire Agreement. This Agreement, together with the Order Form(s), the DPA any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in this Agreement and any other documents incorporated herein by reference, the terms and conditions of the Agreement shall take precedence unless expressly otherwise stated.
  
  

• Assignment. Neither party shall assign or transfer any of its rights, or delegate or transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, or by operation of law, without the other party’s prior written consent (which shall not be unreasonably withheld); provided that RecruitBot need not obtain Customer’s consent to assign this Agreement in connection with a merger, the sale of substantially all the assets of RecruitBot, or a transfer of ownership interests in RecruitBot. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
  
  

• Amendment and Modification; Waiver. RecruitBot may change or update this Agreement in its sole discretion at any time. When changes are made, RecruitBot will make a new copy of the Agreement available online.  If RecruitBot makes any material changes, RecruitBot shall use commercially reasonable efforts to notify you in accordance with this Agreement.  Any changes to the Agreement will be effective immediately for any new Order Forms entered into after the date the changes are posted and, for existing Order Forms then-in effect, the changes will be effective thirty (30) days after posting the revised Agreement online.  RecruitBot may in its discretion require Customer to provide consent to the updated Agreement in a specified manner before further use of the Product is permitted.  Otherwise, Customer’s continued use of the Product constitutes Custoemr’s acceptance of such change(s). . No waiver by any party shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure or delay to exercise any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  
  

• Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the parties as closely as possible.
  
  

• Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision that would apply the laws of another jurisdiction. Any legal suit or proceeding arising out of or related to this Agreement or the right 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.
  
  

• Force Majeure. Notwithstanding any other terms and conditions hereof, in the event that a party is materially unable to perform any of its obligations because of severe weather, natural disasters, acts of God, riots, wars, governmental action, pandemic/epidemic, or other event beyond such party’s control (“Force Majeure Event”), then such party shall be relieved from its performance of such obligations (other than payment obligations) to the extent, and for the duration, that such performance is prevented by such Force Majeure Events; provided that such party shall at all times uses its commercially reasonable efforts to resume such performance.
  
  

information at the direction of a RecruitBot customer and you have questions about how and why your information is collected, the legal basis for processing or requests regarding your information, please refer to such customer’s privacy policy and direct your inquiries to such customer or its administrator.