Comeet Technologies Inc. (“Comeet” or “us”, “our”, “we”) provides a solution for the management of the information and interviewing of candidates for employment and potential employees (the “Solution”). These Terms of Service (these “Terms”) govern our provision of services to you in connection with, or your access and use of, the Solution. “Customer/s” or “you” means organizations which have subscribed for use of the Solution.
Please read these Terms carefully. These Terms as well as the Subscription Agreement that you were provided govern your use of the Solution. You must accept these Terms prior to using the Solution. By using the Solution, you signify your assent to these Terms as well as to the Subscription Agreement. In the event of a conflict between the terms contained in these Terms and the Subscription Agreement, the terms of the Subscription Agreement shall prevail. Changes may be made to these Terms from time to time. We will make reasonable commercial efforts to notify you of any updates to these Terms. Notwithstanding the foregoing, your continued use of the Solution will be deemed acceptance to amended or updated Terms. As such, you should check frequently to see if we have updated these Terms. If you do not agree to any of these Terms, please do not use the Solution.
- Registration. You must register with Comeet in order to use the Solution. To register you must provide specified information and select a password. You may not provide false information during the registration process and you must keep all information up-to-date. You should not reveal your password to anyone else. You agree to immediately notify Comeet of any unauthorized use of your account or password. You are fully and solely responsible for all activity on your account, even if such activities were not committed by you. Comeet 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 Comeet harmless for any improper or illegal use of your account, and any charges and taxes incurred, unless you have notified us that your account has been compromised, and have requested us to block access to it.
- Restrictions. Except as set forth expressly herein, you shall not, and shall not permit any third party, to (a) use the Solution to provide services to any third party, (b) reverse engineer or attempt to find the underlying code of the Solution, (c) modify the Solution in any way, (d) circumvent any security or access control features of the Solution, (e) sublicense your rights hereunder or provide any third party with access to the Solution, (f) rent, lease, modify, copy, loan, transfer, distribute or create derivative works of the Solution or (f) use the Solution in a manner that violates applicable law; or (g) use the Solution for purposes other than those expressly permitted herein. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform Comeet in writing in each instance prior to engaging in the applicable activity. You shall use the Solution only in accordance with applicable law (including any law concerning the collection, use and storage of information) and shall have all responsibility and liability for any use of the Solution in violation of applicable law.
- Intellectual Property. All right, title and interest in and to the Solution and related documentation and all enhancements, derivatives, bug fixes or improvements to the foregoing shall at all times remain with Comeet or its licensors. Comeet grants no rights in or to the Solution except as expressly set forth herein. Comeet does not request your feedback regarding the Solution. Notwithstanding the foregoing, if you provide Comeet with feedback regarding the Solution, Comeet shall not be subject to any nondisclosure or nonuse obligations in respect of such feedback, and may use such feedback in any manner it deems appropriate, including for commercial purposes and as part of its products and services.
- Appropriate Use. Customers are solely responsible that their particular use of the Solution is in compliance with any applicable law and does not violate any third party rights. Customers may only use the Solution to collect and use information about job candidates who: (i) either have freely provided their information in the context of an employment search either directly to such Customer or to a recruiter or manpower agency that has provided such information to the Customer; and (b) have consented to the provision of such information to us and receipt of related communications, or whose information is can be lawfully shared with Comeet under applicable law (collectively, “Authorized Candidates”). Customers may not use the Solution to collect, use or store any information about any other individuals unless the Customers have obtained their prior written consent. Customers may not use the Solution to contact any individual that is not an Authorized Candidate. Customers shall respect the request of any individual not to be contacted through the Solution and must abide by any applicable spam laws.
- Representations and Warranties. You represent and warrant that you will use the Solution only in accordance with applicable law shall not use the Solution to transmit or view (a) any information or material that is libelous, defamatory, obscene, racist or otherwise offensive, or (b) any information or material that infringes the intellectual property, moral, publicity or privacy rights of any third party. You further represents and warrants that you have full authority to enter into these Terms, and that the provision of the Solution and associated services hereunder will not violate any other of your contractual or other obligations.
- Payment; Payment Terms. In consideration for the use of the Solution, Customers shall make payments of amounts as Comeet may provide, either in writing or on its Internet website. Comeet shall invoice the Customers in respect of amounts payable hereunder at the end of each calendar month, and Customers shall make payment of all such amounts within 30 days of receipt of the applicable invoice. Amounts due hereunder are exclusive of VAT and applicable taxes. Customers shall make payments hereunder free and clear, and without deduction or withholding, except as required by law. If Customers are required by law to make any deduction or withholding, Customers shall make payment of such additional amounts as is necessary such that Comeet shall receive the amounts due hereunder without any such deduction or withholding. Late payments shall bear interest at the rate of 18% per annum or, if lower, the maximum amounts permitted under applicable law.
- Disclaimer of Warranties. COMEET EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES IN RESPECT OF THE SOLUTION, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. COMEET DOES NOT MAKE ANY WARRANTY IN RESPECT OF ANY RESULTS TO BE OBTAINED AS A RESULT OF THE USE OF THE SOLUTION. COMEET DOES NOT GUARANTEE THE SOLUTION WILL BE OPERABLE AT ALL TIMES OR DURING ANY DOWN TIME (1) CAUSED BY OUTAGES TO ANY PUBLIC INTERNET BACKBONES, NETWORKS OR SERVERS, (2) CAUSED BY ANY FAILURES OF YOUR EQUIPMENT, SYSTEMS OR LOCAL ACCESS SERVICES, OR (3) FOR PREVIOUSLY SCHEDULED MAINTENANCE.
- Indemnification. You shall defend, indemnify and hold harmless Comeet (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and attorneys’ fees) which Comeet may suffer or incur in connection with any claim, demand, action or other proceeding by any third party arising from or relating to (a) any breach of your obligations, representations or warranties herein, or (b) your use of the Solution , except to the extent the foregoing was caused by the gross negligence or intentional misconduct of Comeet. If we seek indemnification pursuant to the foregoing we shall provide you with (i) prompt written notice of any indemnifiable claim; (ii) all reasonable assistance and cooperation in the defense of such indemnifiable claim and any related settlement negotiations, at your cost and expense; and (iii) exclusive control over the defense or settlement of such indemnifiable claim, provided, however, that we may settle or reach compromise on any such claim without your consent, if and to the extent such settlement or compromise does not impose any liability (monetary, criminal or otherwise) on you. We will have the right to participate, at our own expense, in the defense (and related settlement negotiations) of any indemnifiable claim with counsel of our own choosing.
- LIMITATION OF LIABILITY. IN NO EVENT SHALL COMEET, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SHAREHOLDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE SOLUTION OR ANY OTHER MATTERS CONTEMPLATED HEREIN (INCLUDING NEGLIGENCE) OR (B) ANY AMOUNT EXCEEDING THE AGGREGATE PAYMENTS ACTUALLY RECEIVED FROM YOU IN THE 12 MONTHS PRECEDING THE APPLICABLE CLAIM. YOU HAVE ALL RESPONSIBILITY FOR ANY DECISIONS MADE AS A RESULT OF ANY THE USE OF THE SOLUTION.
- Term. The term of these Terms shall commence on the day you accept these Terms (or, if earlier, on the day that you first use the Solution) and shall continue unless terminated by either party with 30 days prior written notice. Comeet may terminate these Terms written notice to you if you have materially breached any provision of these Terms or if it has reason to believe you are making illegal use of the Solution. Upon any termination or expiration of these Terms, Comeet will cease providing you with access to the Solution. In the event of any termination (a) Customers will not be entitled to any refunds of any amounts payable hereunder, and (b) any outstanding balance for amounts due through the date of termination will be immediately due and payable in full, all as set out in the Subscription Agreement or on Comeet’s website, as applicable. Seven days after termination of these Terms, Comeet will provide Customer with (a) Excel files with (i) a list of Authorized Candidates, their contact information and the relevant positions; (ii) information with respect to the interviews, including interview date, name of interviewer, interview summary, status, concerns, pros, comments and decision with respect to hiring; and (iii) positions list including information, time created and time closed; and (b) a folder with resumes and attachments submitted by Authorized Candidates. All data shall be deleted 30 days post termination. Sections 2-14 of these Terms shall survive any expiration or termination thereof.
- Publicity. Comeet may use a Customer’s name and logo in its website and other marketing and promotional materials in order to publicize the Customer’s use of the Solution.
- Miscellaneous. The Comeet API Terms apply to and govern the use of Comeet’s Application Programming Interface (API). To the extent that Customer uses Comeet’s API, the Comeet API Terms are incorporated into these Terms by reference and the Customer is bound by the Comeet API Terms. These Terms, the Comeet API Terms (if applicable) and the Subscription Agreement represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all other agreements or understandings between the parties, whether written or oral, regarding the subject matter hereof. Comeet and you shall be deemed independent contractors, and nothing herein shall be deemed to create any employeremployee relationship between the parties or authorize you to make any representations, warranties or contractual obligation on behalf of Comeet. These Terms may not be modified or amended except in a writing executed by both parties. A waiver of any default hereunder of any provision of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. Comeet may assign its rights or obligations pursuant to these Terms, and by virtue of such assignment, the assignee assumes Comeet’s stead and Comeet is irrevocably released from all performance and obligations hereunder. You agree not to assign any rights or obligations under these Terms; any attempted assignment shall be null and void. If any part of these Terms shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. These Terms shall be governed by the laws of the State of New York, and the federal and state courts located in New York County in the State of New York shall have exclusive jurisdiction and venue to hear any disputes arising hereunder. Notwithstanding the foregoing, Comeet may: (a) assert an impleader claim against Customer in any court adjudicating a third party claim subject to indemnification hereunder; and (b) assert a claim for preliminary or injunctive relief against the Customer in any court having general jurisdiction over the Customer.
Terms of Service - version 1.3