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. They govern your use of the Solution. Changes may be made to these Terms from time to time. We will inform you 30 days in advance of any updates to these Terms, through your email address we have on file and/or through an In-App message. Your continued use of the Solution will be deemed acceptance to amended or updated Terms. If you do not agree to any of these Terms, please do not use the Solution.
Solution. Subject to the terms and conditions hereof, Customers may use the Solution for internal business purposes only. Comeet reserves the right to modify the Solution at any time in its sole discretion. The Solution is made available over the Internet, and you are not entitled to any source code or executables in respect of the Solution. The Solution is made available to Customers either by means of services we provide, or the limited license of our technology for use specifically as described in these Terms. Customers who use the API version of the Solution are required to post a “powered by Comeet” graphic or text link adjacent to the application form on the career page or other area of Customer’s website as we may mutually agree.
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 uptodate. 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. In addition, Customer may not use of access the Solution: (a) if Customer is Comeet’s direct competitor, except with Comeet’s separate, prior written consent specifically relating to this matter, and (b) for purposes of monitoring the Solution’s availability, performance or functionality, or for any other benchmarking or competitive purposes. 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.
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 represent and warrant 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, Customer shall make payments of the amounts agreed to. Comeet shall invoice the Customer in respect of amounts payable pursuant to the terms specified in the written order form, quote or proposal or similar document agreed to by both parties, and Customer shall make payment of all such amounts as specified therein. 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, 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 USE OF THE SOLUTION. THE ABOVE LIMITATION OF LIABILITY DOES NOT APPLY TO DAMAGES ARISING FROM COMEET’S WILLFUL MISCONDUCT OR ACTS OF FRAUD.
Term. The term of these Terms shall commence on your subscription start date as agreed with you in writing (or, if earlier, on the day that you first use the Solution) and shall continue for the initial period that the parties have agreed to, unless terminated by either party within the first 30 days of Customer’s first use of the Solution, by prior written notice to Comeet. Upon the end of the initial period that the parties have agreed to, the term will automatically renew for successive periods of the same duration, unless either the Customer or Comeet issue the other party a written notice of termination at least thirty days before the end of the then-current period. Comeet may terminate these Terms by 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. You may terminate these Terms by written notice to Comeet in the event that: (a) Comeet has materially breached these Terms resulting in material damage to the Customer; or (b) Comeet has materially changed these Terms which changes are adversely or disproportionately impactful on the Customer, and Customer does not wish to accept the changes. Upon any termination or expiration of these Terms, Comeet will cease providing you with access to the Solution. In the event of termination (a) Customer 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. However, in the event of termination within the first 30 days of Customer’s first use of the Solution, the Customer will be entitled to a refund of any amounts paid by it in advance except for any one-time implementation fees paid; and in the event of termination by Customer due to Comeet’s material breach, or due to Comeet materially changing the Terms, as explained above, then the Customer will be entitled to pro rata refund of amounts it has paid in advance for the unused portion of the term that follows the effective date of termination. 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. Provisions of these Terms that b their nature ought to survive termination, will so survive.
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 any other documents formally signed and accepted by Comeet and the Customer, 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 employer employee 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 writing. 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 1.7