By accessing or using the Service(s) or Website or authorizing or permitting any User or End-User to access or use the Service(s) or Website,You agree to be bound by these Terms.
Effective Date | 10th March 2021
Last date Modified | 10th March 2021
These Terms are applicable during Your free trial and during Your subscription to the Service(s)through a Subscription Plan of Your choice.
Subject to Your compliance with the Terms and solely during the Subscription Term, You have the limited, non-exclusive, and revocable right to access and use the Service(s) for Your internal business purposes. You shall be responsible for use of the Service(s) through Your Account by any third parties. You may subscribe to one or more of the Service(s). They may be subject to separate and distinct Subscription Plans.
Where applicable, our APIs must be used according to the API Policies We implement in this regard.
Subject to any limitation on the number of individual Users available under the Service Plan to which You subscribed, access and use of the Service(s) is restricted to the specified number of individual Users permitted under Your subscriptionto the Service(s). Each User shall beidentified using unique login information such as usernames and passwords (“User Login”) and such User Login shall be used only by one individual. If You are a managed service providerand You wish to use the same User Login across Accounts that You manage for Your clients,You acknowledge that it is Your sole responsibility to obtain necessary consents from such clients. Without prejudice to Our obligations under Sections 9 and 10 of these Terms, You aresolely responsible for the confidentiality of Service Data and User Login at Your end. You should, therefore, not share Your User Login withany third parties. In any event, unless You notify Us of any unauthorized use or suspicious activity in Your Account, You are responsible for all activities that occur under Your Account. Suitable will not be liable for any damage or loss that may result from Your failure to protect Your login information, including Your password. Without limiting the foregoing, You are solely responsible for ensuring that Your use of the Service(s) to store and transmit Service Data is compliant with all applicable laws and regulations. You also maintain all responsibility for determining whether the Service(s) or the information generated thereby is accurate or sufficient for Your purposes.
You agree not to (a) license, sublicense, sell, resell,rent, lease, transfer, assign, distribute, timeshare or otherwise commercially exploit or make theService(s) available to any third party, otherthan Users and End-Users in furtherance of Your internalbusiness purposes as expresslypermitted by these Terms; (b) use the Service(s) toProcess data on behalf of any third partyother than Your Users and End-Users; (c) modify, adapt,or hack the Service(s) or otherwiseattempt to gain or gain unauthorized access to theService(s) or related systems or networks;(d) falsely imply any sponsorship or association withUs; (e) use the Service(s) in any unlawfulmanner, including but not limited to violation ofany person’s privacy rights; (f) use the Service(s)to send unsolicited communications junk mail, spam,pyramid schemes or other forms ofduplicative or unsolicited messages; (g) use the Service(s)to store or transmit any content thatinfringes upon any person’s intellectual propertyrights; (h) use the Service(s) in any manner thatinterferes with or disrupts the integrity or performanceof the Service(s) and its components; (i)attempt to decipher, decompile, reverse engineer,disassemble, reproduce, or copy or otherwiseaccess or discover the source code or underlying programof any Software making up theService(s); (j) use the Service(s) to knowingly post,transmit, upload, link to, send or store anycontent that is unlawful, racist, hateful, abusive,libelous, obscene, or discriminatory; (k) use theService(s) to store or transmit any “protected healthinformation” as that term is defined in 45C.F.R. 160.103 or any health data or health informationas that term is defined under ApplicableData Protection Law, unless expressly agreed to otherwisein writing by Us; (l) use theService(s) to knowingly post, transmit, upload, linkto, send or store any viruses, malware, trojanhorses, time bombs, or any other similar harmful software(“Malicious Software”); (m) establish alink to Our Websites in such a way as to suggest anyform of association, approval or endorsement on Our part where none exists; (n) use the Service(s) for the purposes of cookietracking, ad exchanges, ad networks, data brokerages,or sending electronic communications(including e-mail) in violation of applicable law;(o) use of the Service(s) for any purposeprohibited by applicable export laws and regulations,including without limitation, nuclear,chemical, or biological weapons proliferation, ordevelopment of missile technology; (p) try touse, or use the Service(s) in violation of these Terms.
You shall be responsible for any loss of data or attemptedor actual access or use of theService(s) through Your Account in violation of theseTerms.
If We inform You that a specified activity or purposeis prohibited with respect to the Service(s),You will ensure that You immediately cease use ofthe Service(s) for such prohibited activity orpurpose.
You may not be able to access or use the Service(s)(a) during planned downtime for upgradesand maintenance to the Service(s) (of which We willuse commercially reasonable efforts tonotify You in advance through Our Service(s)) (“PlannedDowntime”), or (b) during anyunavailability caused by circumstances beyond Ourreasonable control, such as, but not limitedto, acts of God, acts of government, acts of terroror civil unrest, technical failures beyond Ourreasonable control (including, without limitation,inability to access the internet), or actsundertaken by third parties, including without limitation,distributed denial of service attacks.
We will use commercially reasonable efforts to schedulePlanned Downtime for weekends andother off-peak hours.
We may update the Service(s) from time to time andYou may receive notifications of suchupgrades, enhancements or updates (“Updates”). Anynew or modified features added to oraugmenting or otherwise modifying the Service(s) orother updates, modifications orenhancements to the Service(s) are also subject tothese Terms and We reserve the right todeploy Updates at any time.
We may also change content on Our Websites at anytime. However, please note that any of thecontent on Our Websites may be out of date at anygiven time, and We are under no obligationto update it. For clarity, this sub-section refersto Our Websites excluding the Service(s). Wemay discontinue or change any part of Our Websites,that does not affect the Service(s), withoutnotifying You. Our Websites may contain links to websites,content and resources provided bythird parties (“Third Party Links”). These Third PartyLinks are governed by their own terms andprivacy policies and You agree that We have no controlover these Third Party Links and are notresponsible for Your access or use of these ThirdParty Links.
We may access and process the Service Data to modify,upgrade and enhance Our Service(s),Website and any other features or services, includingnut not limited to the algorithm of the Service(s) or Website, any related software, codes, APIs, user interface, designs, etc., to ensurethe quality of Your user experience and to serviceYou in a better manner. We do not use ordownload the Service Data uploaded by You at any timefor Our own use.
Except for the rights granted to You under Section1, all rights, title and interest in and to all Ourpatents, inventions, copyrights, trademarks, domainnames, trade secrets, know-how and anyother intellectual property and/or proprietary rightsin or related to the Service(s), including theWebsites, and any part of it (collectively, “IntellectualProperty Rights”) shall belong to andremain exclusively with Us. We are the owner or thelicensee of all Intellectual Property Rightsin relation to the Service(s) and Our Websites, andthe content or material published on it. OurIntellectual Property Rights in relation to the Service(s)and Our Websites, and the content ormaterial published on it are protected by intellectualproperty laws, including but not limited to,copyright laws and treaties around the world. Youmust not use any part of the content ormaterial in the Service(s) or on Our Websites forcommercial purposes without obtaining alicense to do so from Us. Further, We claim no intellectualproperty rights over the content Youupload or provide in relation to Your Use of the Service(s).
We shall have a royalty-free, worldwide, transferable,sub-licensable, irrevocable and perpetuallicense to incorporate into the Service(s) or Websitesor otherwise use any suggestions,enhancement requests, recommendations or other feedbackWe receive from You.
Our product and service names, and logos used or displayedon the Service(s) or Websites areOur registered or unregistered trademarks (collectively,“Marks”), and You may only use suchMarks to identify Yourself as a user of the Service(s)You have subscribed to.
All rights not expressly provided to You herein arereserved.
Certain other features and integrations, includingbut not limited to infrastructure services,communication integrations, user visibility, socialmedia hooks, job vacancy posting on jobboards, assessment services, background verificationservices (“Third Party Integrations”) areavailable to You through third-party platforms andforums where applications are developed fortheir integration with the Service(s). These ThirdParty Integrations are governed by their ownterms and privacy policies and You agree that We arenot responsible for Your use of theseThird Party Integrations where You choose to enablethese Third Party Integrations andintegrate them into Our Service(s). By enabling theThird Party Integrations, You understandand agree that We do not provide any warranties inany manner whatsoever for Third PartyIntegrations and We are not liable for any damageor loss caused or alleged to be caused by orin connection with Your enablement, access or useof any such Third Party Integrations, or Yourreliance on the privacy practices, data security processesor any other policies and processes ofsuch Third Party Integrations. You understand thatWe are not responsible for providingtechnical support for such Third Party Integrationsand that We are not responsible for the datahosting and data transfer practices followed by providersof such Third Party Integrations. Tothis extent, You shall address any comments, queries,complaints or feedback about such Third Party Integrations to the respective developers or publishers as specified on such otherplatforms or forums.
Unless otherwise specified in the Supplementary Terms,except during Your free trial, allcharges associated with Your Account (“SubscriptionCharges”) are due in full and payable inadvance, in accordance with Section 7.2, when Yousubscribe to the Service(s). Unlessspecified otherwise in a Form, the Subscription Chargesare based on the Subscription PlansYou choose and are payable in full until You terminateYour Account in accordance with Section8. You will receive a receipt upon each receipt ofpayment by Us. You may also obtain apayment receipt from within the Service(s).
You may pay the Subscription Charges through Yourcredit card, or other accepted paymentsmethod as specified in a Form. For credit card payments,Your payment is due immediately upon Your receipt of Our invoice. You hereby authorizeUs or Our authorized agents, asapplicable, to bill Your credit card upon Your subscriptionto the Service(s) (and any renewalthereof). For payments through other accepted methods,Your payment is due within 15 (fifteen)days of Our invoice date (“Due Date”) unless otherwisestated in a Form.
Your subscription to the Service(s) will renew automatically for a Subscription Term equivalent inlength to the then expiring Subscription Term. Unlessotherwise provided for in any Form, theSubscription Charges applicable to Your subscriptionto the Service(s) for any such subsequentSubscription Term shall be Our standard SubscriptionCharges for the Subscription Plan towhich You have subscribed as of the time such subsequentSubscription Term commences. You acknowledge and agree that, unless You terminate YourAccount in accordance with Section 8,Your credit card/ payment method will be charged automatically for the applicable Subscription Charges.
We may use a third party service provider to managecredit card and other payment processing;provided, that such service provider is not permittedto store, retain or use Your paymentaccount information except to process Your creditcard and other payment information for Us.You must notify Us of any change in Your credit cardor other payment account information,either by updating Your Account or by e-mailing us at firstname.lastname@example.org
Unless otherwise specified in these Terms or a Formor a Subscription Plan, all SubscriptionCharges are nonrefundable. No refunds shall be issuedfor partial use or non-use of theService(s) by You provided however You shall be eligiblefor a pro-rated refund of theSubscription Charges for the remainder of the SubscriptionTerm if You terminate Your Accountas a result of a material breach of these Terms byUs.
We will notify You if We do not receive a paymenttowards the Subscription Charges within theDue Date for Your Account (“Payment Notice”). Forpayments made through credit cards, Wemust receive payments due within a maximum of five(5) days from the date of Our PaymentNotice and for payments through other accepted methods,We must receive payments within a maximum of fifteen (15) days from the date of Our Payment Notice. If We do not receivepayment within the foregoing time period, in additionto Our right to other remedies availableunder law, We may (i) charge interest for late paymentat the rate of 1.5% per month on theinvoiced amounts and/or; (ii) suspend Your accessto and use of the Service(s) until We receiveYour payment towards the Subscription Charges as specifiedherein and/or; (iii) terminate YourAccount in accordance with Section 8.2.
You may upgrade Your Account or downgrade within aSubscription Plan or between twoSubscription Plans in accordance with the provisionsbelow.
You may upgrade Your Account at any time during YourSubscription Term. When You upgradethe new Subscription Charges become immediately applicableand the new SubscriptionCharges for the subsisting month would be chargedon a pro-rated basis and Your credit card/payment method will be charged automatically. Subsequentmonths will be charged in fullaccording to the new Subscription Charges.
If You subscribed to the Service(s) before the EffectiveDate, You may downgrade Your Accountat any time during Your Subscription Term but beforeits renewal in accordance with Section 7.3above. However, if You choose to modify Your SubscriptionTerm after the Effective Date, Youwill not be able to downgrade Your Account duringYour renewed Subscription Term as providedherein earlier. You agree that all downgrades in accordancewith this Section 7.7.2 will beapplicable only from the subsequent Subscription Term.If You plan to downgrade Your Account,please provide Us a notice by writing to email@example.com at least seven (7) business days priorto the expiry of Your current Subscription Term. Youunderstand that downgrading Your Accountmay cause loss of content, features, or capacity ofthe Service(s). You agree that We will not beliable for any loss due to such downgrading of YourAccount. You must ensure that You alwaysopt for the Subscription Plan that suits Your businessrequirements.
Unless otherwise stated, the Subscription Chargesdo not include any taxes, levies, duties orsimilar governmental assessments, including value-added,sales, use or withholding taxesassessable by any local, state, provincial or foreignjurisdiction (collectively “Taxes”). You areresponsible for paying the Taxes that would be leviedagainst You by government authorities.We will invoice You for such Taxes if We believe Wehave a legal obligation to do so and Youagree to pay such Taxes if so invoiced.
We may, at Our sole discretion, offer You certainbenefits such as discounts on SubscriptionCharges, extension in Subscription Term for no extrapayments from You, with regard to theService(s). These benefits are specific to Your Accountand the Service(s) identified whileoffering these benefits. They are not transferrable.The benefits may have an expiry date. If theydo not have an expiry date, they will expire uponcompletion of twelve (12) months from theirdate of the offer.
We shall not be liable to You or any other third party for suspension or termination of YourAccount, or access to and use of the Service(s), if such suspension or termination is inaccordance with these Terms.
If You are on a free trial for any of Our Service(s),Your Account may be suspended orterminated in the following manner:
We may suspend Your access to and use of Your Accountor the Service(s) if You are inviolation of the Terms. We will notify You of Youractivities that violate these Terms and, at Oursole discretion, provide You with a period of fifteen(15) days (“Free Trial Cure Period”) to cureor cease such activities. If You do not cure or ceasesuch activities within said Free Trial CurePeriod or if We believe that Your breach of theseTerms cannot be cured, Your Account shall beterminated and all associated Service Data shall bedeleted immediately and permanently.
You may terminate Your Account at any time on or beforethe expiry of Your free trial. In suchcases, any associated Service Data shall be retainedfor a period of 15 days from the date oftermination of Your Account beyond which it shallbe deleted during the normal course ofoperation.
Where you do not terminate Your Account or renew YourAccount on or before the expiry ofYour free trial, We may suspend Your Account. We shallretain any associated Service Data fora period of 6 months beyond which Your Account shallbe terminated and all associated ServiceData shall be deleted immediately and permanently.
If You are on a Subscription Plan for any of Our Service(s),Your Account may be suspended orterminated in the following manner:
In addition to suspension for late payment or non-paymentof Subscription Charges, We maysuspend Your access to and use of Your Account orthe Service(s) if You are in violation of theTerms. We will notify You of Your activities thatviolate these Terms and, at Our sole discretion,provide You with a period of fifteen (15) days (“SubscriptionPlan Cure Period”) to cure or ceasesuch activities. If You do not cure or cease suchactivities within said Subscription Plan CurePeriod or if We believe that Your breach of theseTerms cannot be cured, Your Account shall beterminated. Any associated Service Data shall be retainedfor a period of 15 days from the dateof termination of Your Account beyond which it shallbe deleted during the normal course ofoperation.
You may elect to terminate Your Account at any timefrom within Our Service(s), if You pay forYour Account through credit card. If payment for YourAccount is made through other acceptedpayment methods as specified in the Form, You mayrequest to terminate Your Account bywriting to firstname.lastname@example.org . Any associated ServiceData shall be retained for a period of 15days from the date of termination of Your Accountbeyond which it shall be deleted during thenormal course of operation.
We may suspend Your Account upon expiry or non-renewal of Your Subscription Term. We shallretain any associated Service Data for a period of6 months beyond which Your Account shallbe terminated and all associated Service Data shallbe deleted immediately and permanently.
We strongly recommend that You export all ServiceData before You terminate Your Account. Inany event, following the termination of Your Accounteither by You or Us, unless otherwisespecified elsewhere herein or in the SupplementalTerms, Service Data will be retained ordeleted in accordance with Sections 8.2 or 8.3 asapplicable to You. Where the Service Data isretained as described herein, You may contact Us withinsuch data retention period to exportYour Service Data. Service Data cannot be recoveredonce it is deleted. Further, when ServiceData is migrated from one data center to another uponYour request, We shall delete ServiceData from the original data center after 15 days fromsuch migration.
If Your Account is terminated in accordance with Sections8.2 or 8.3 of these Terms, in additionto other amounts You may owe Us, You must immediatelypay any then unpaid SubscriptionCharges associated with the remainder of such SubscriptionTerm, unless waived by Us inwriting. This amount will not be payable by You, orYou may be eligible for a pro-rated refund ofthe Subscription Charges, as the case may be, whereYou terminate Your subscription to theService(s) or terminate Your Account as a result ofa material breach of these Terms by Us,provided that You provide notice of such breach toUs and afford Us not less than thirty (30)days to reasonably cure such breach.
If You choose, or You are provided with, a user identificationcode, password or any other pieceof information as part of Our security procedures,You must treat such information asconfidential. You must not disclose it to any thirdparty. We have the right to disable any useridentification code or password, whether chosen byYou or allocated by Us, at any time, if in Ourreasonable opinion, You have failed to comply withany of the provisions of these Terms.
Each of us will protect the other’s Confidential Informationfrom unauthorized use, access ordisclosure in the same manner as each of us protectsour own Confidential Information, and inany event, no less than reasonable care. Except asotherwise expressly permitted pursuant tothese Terms, each of us may use the other’s ConfidentialInformation solely to exercise ourrespective rights and perform our respective obligationsunder these Terms and shall disclosesuch Confidential Information solely to those of ourrespective employees, representatives andagents who have a need to know such Confidential Informationfor such purposes and who arebound to maintain the confidentiality of, and notmisuse, such Confidential Information. Theprovisions of this sub-section shall supersede anynon-disclosure agreement by and betweenYou and Us entered prior to these Terms that wouldpurport to address the confidentiality ofService Data and such agreement shall have no furtherforce or effect with respect to ServiceData.
We use appropriate technical and organizational measures to protect the Service Data that weProcess. The measures we use are designed to providea level of security appropriate to therisk of Processing your Service Data.
During Your Subscription Term, You may request Usto import data into Your Account (“DataMigration“). You hereby understand, agree and acknowledgethat We may access and processYour data in connection with providing You supportduring such Data Migration.
Apart from the communications specified in Our PrivacyPolicy, We may contact You directly viae-mail to notify You that:
1. You are in violation of these Terms;
2. A specific activity or purpose is prohibited withrespect to the Service(s), so that Youimmediately cease use of the Service(s) for such prohibitedactivity or purpose; or
3. You maintain an exceptionally high number of Users,an unusually high monthly ticket ratioper Users, an unusually high level of open ticketsor other excessive stress on the Service(s).
The websites and the service(s), including all serverand networkcomponents are provided on an “as is” and “as available”basis, withoutany warranties of any kind to the fullest extent permittedby applicablelaw. We expressly disclaim any and all conditions,representations,warranties or other terms, whether express or implied,including, butnot limited to, any implied warranties of merchantability,title, fitnessfor a particular purpose, and noninfringement. You acknowledge that we do not warrant that the service(s)orwebsites will be uninterrupted, timely, secure orerror-free and youfurther acknowledge that we do not warrant that theaccess to theservice(s), which is provided over internet and varioustelecommunications networks, all of which are beyondour control, will be uninterrupted, timely, secure, error-free or free from virusesor other malicious software.the content on our websites is provided for generalinformation only. It is not intended to amount to advice on which you shouldrely. You mustobtain professional or specialist advice before taking,or refrainingfrom, any action on the basis of the content on ourwebsites. Noinformation or advice obtained by you from us or throughthe service(s)or websites shall create any warranty not expresslystated in theseterms.
To the fullest extent permitted by applicable law,in no event will we,our affiliates, officers, directors, employees, agents,suppliers orlicensors be liable to any person for any indirect,incidental, special,punitive, cover or consequential damages (including,without limitation,damages for lost profits, lost revenue, lost sales,lost goodwill, lossof use or lost content, impact on business, businessinterruption, lossof anticipated savings, loss of business opportunity)however caused,under any theory of liability, including, withoutlimitation, contract,tort, warranty, breach of statutory duty,negligenceor otherwise, evenif we have been advised as to the possibility of suchdamages or couldhave foreseen such damages. To the maximum extentpermitted byapplicable law, our aggregate liability and that ofour affiliates,officers, directors, employees, agents, suppliersand licensors,relating to the service(s), will be limited to anamount equal to thelower of (a) twelve months of the subscription chargesfor theservice(s) to which the claim relates; or (b) thesubscription chargespaid by you, for the service(s) to which the claimrelates prior to thefirst event or occurrence giving rise to such liability. You acknowledgeand agree that to provide you with the rights to accessand use theservice(s) in accordance with section 1, we have limitedour potentialliability and allocated risks based on the subscriptioncharges, whichwould have been substantially higher if we were toassume any furtherliability other than as set forth herein. In jurisdictions which do not permit the exclusionof implied warrantiesor limitation of liability for incidental or consequentialdamages, ourliability will be limited to the greatest extent permittedby law.the limitations and exclusions also apply if thisremedy does not fullycompensate you for any losses or fails of its essentialpurpose.
If the use of the Service(s) by You has become, or in Our opinion is likely to become, the subjectof any IP Claim (defined below), We may at Our own option and expense (a) procure for You theright to continue using the Service(s) as set forthhereunder; (b) replace or modify the Service(s)to make it non-infringing; or (c) if options (a) or(b) are not commercially and reasonablypracticable as determined by Us, terminate Your subscriptionto the Service(s) and repay You,on a pro-rated basis, any Subscription Charges Youhave previously paid Us for thecorresponding unused portion.
Subject to Your compliance with these Terms, We willindemnify and hold You harmless, fromand against any claim brought against You by a thirdparty alleging that the Service(s) Yousubscribed to infringes or misappropriates such thirdparty’s valid patent, copyright, ortrademark (an “IP Claim”). We shall, at Our expense,defend such IP Claim and pay damagesfinally awarded against You in connection therewith,including the reasonable fees andexpenses of the attorneys, provided that (a) You promptlynotify Us of the threat or notice ofsuch IP Claim; (b) We have or will have the sole andexclusive control and authority to selectdefense attorneys, defend and/or settle any such IPClaim; and (c) You fully cooperate with Usin connection therewith. We will have no liabilityor obligation with respect to any IP Claim ifsuch claim is caused in whole or in part by (i) compliancewith designs, data, instructions orspecifications provided by You; (ii) modificationof the Service(s) by anyone other than Us; or (iii)the combination, operation or use of the Service(s)with other hardware or software where theService(s) would not by themselves be infringing.
Sections15.1 and 15.2 state Our sole, exclusive andentire liability to You and constitute Yoursole remedy with respect to an IP Claim brought byreason of access to or use of the Service(s)by You.
You will indemnify and hold Suitable harmless againstany claim brought by a third party againstUs, and their respective employees, officers, directorsand agents arising from or related to useof the Service(s) or Websites by You in breach ofthese Terms or matters which You haveexpressly agreed to be responsible pursuant to theseTerms.
You shall not, directly or indirectly, assign allor any of Your rights under these Terms or delegateperformance of Your duties under these Terms withoutOur prior written consent. We may,without Your consent, assign Our agreement with Youunder these Terms to in connection withany merger or change of Our control or the sale ofall or substantially all of Our assets providedthat any such successor agrees to fulfill its obligationspursuant to these Terms. Subject to theforegoing restrictions, these Terms will be fullybinding upon, inure to the benefit of and beenforceable by the parties and their respective successorsand assigns.
These Terms, together with any Form(s) and SupplementalTerms, constitute the entireagreement and supersede any and all prior agreementsbetween You and Us with regard to thesubject matter hereof. These Terms together with anyForm(s) and Supplemental Terms shallprevail over the terms or conditions in any purchaseorder or other order documentation You or any Entity You represent provides (all such terms or conditions being null and void), and, exceptas expressly stated herein, there are no other agreements,representations, warranties, orcommitments which may be relied upon by either partywith respect to the subject matter hereof.In the event of a conflict between any Form and theseTerms, these Terms shall prevail.
If any provision in these Terms is held by a courtof competent jurisdiction to be unenforceable,such provision shall be modified by the court andinterpreted so as to best accomplish theoriginal provision to the fullest extent permittedby applicable law, and the remaining provisionsof these Terms shall remain in effect. Our non-exerciseof any right under or provision of theseTerms does not constitute a waiver of that right orprovision of the Terms.
The Service(s) and other Software or components ofthe Service(s) which We may provide ormake available to You or Users may be subject to Indianlaws. You agree to comply with all suchlaws and regulations as they relate to access to anduse of the Service(s), Software and suchother components by You and Users. You shall not accessor use the Service(s) if You arelocated in any jurisdiction in which the provisionof the Service(s), Software or other componentsis prohibited under Indian or other applicable lawsor regulations (a “Prohibited Jurisdiction”) andYou shall not provide access to the Service(s) toany government, entity or individual located inany Prohibited Jurisdiction. You represent, warrantand covenant that (i) You are not named onany Indian government (or other government) list ofpersons or entities prohibited from receivingIndian exports, or transacting with any Indian person,(ii) You are not a national of, or a companyregistered in, any Prohibited Jurisdiction, (iii)You shall not permit Users to access or use theService(s) in violation of any Indian or other applicableexport embargoes, prohibitions orrestrictions, and (iv) You shall comply with all applicablelaws regarding the transmission oftechnical data exported from India and the countryin which You and Your Users are located.
The parties are independent contractors. These Termsdo not create a partnership, franchise,joint venture, agency, fiduciary or employment relationshipamong the parties.
Sections 2 (Your Responsibilities), 5 (IntellectualProperty Rights), 7 (Billing, Plan Modificationand Payments), 8 (Suspension and Termination), 9 (Confidentiality),10 (Data Privacy andSecurity), 13 (Disclaimer of Warranties), 14 (Limitationof Liability), 15 (Indemnification), 20(Survival), 21 (Notices; Consent to electronic communication)and 23 (Governing Law andDispute Resolution) shall survive any terminationof Our agreement with respect to use of the Service(s) by You. Termination of such agreement shall not limit Your or Our liability forobligations accrued as of or prior to such terminationor for any breach of these Terms.
All notices to be provided by Us to You under theseTerms may be delivered in writing (i) bynationally recognized overnight delivery service (“Courier”)or mail to the contact mailingaddress provided by You on any Form(s) or relateddocument while subscribing to theService(s); or (ii) electronic mail to the e-mailaddress provided for Your Account.
Our address for a notice to Us in writing by Courier or Mail is: Suitable Technology Pvt Ltd, 61, 3rd Floor, Kailash Hills, New Delhi -110065, with a CC to email@example.com or electronic mail. All notices shallbe deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2)business days after being deposited in the mail or with a Courier as permitted above.
You agree that You have not received or been offeredany illegal or improper bribe, kickback,payment, gift, or thing of value from any of Our employeesor agents in connection with theseTerms. Reasonable gifts and entertainment providedin the ordinary course of business do notviolate the above restriction. If You learn of anyviolation of the above restriction, You will use reasonable efforts to promptly notify Us at firstname.lastname@example.org.
These Terms shall be governed by the laws of the Republicof India without regard to conflict oflaws principles. You hereby expressly agree to submitto the exclusive personal jurisdictioncourts of India, for the purpose of resolving anydispute relating to the Terms or Your access toor use of the Service(s).
Any dispute, claim or controversy arising out of orrelating to these Terms or the breach,termination, enforcement, interpretation or validitythereof, including the determination of thescope or applicability of these Terms to arbitrate,shall be settled by an arbitral panel composedof a single arbitrator appointed jointly by You andSuitable. In the event that You and Suitableare unable to agree on the sole arbitrator, 1 (one)arbitrator shall be appointed by You and 1(one) arbitrator shall be appointed by Suitable, andthe 2 (two) appointed arbitrators shallnominate and appoint a third arbitrator who shallbe the chairperson of the arbitration panel(“Chairperson”). The seat of arbitration shall beHyderabad, India. The arbitration proceedingsshall be governed by the Arbitration and ConciliationAct, 1996 and shall be conducted in theEnglish language. The Chairperson shall also decideon the costs of the arbitration proceedings.The Chairperson’s award shall be substantiated inwriting and the Parties shall submit to theChairperson’s / arbitral panel’s award which shallbe enforceable in any competent court of law.
When used in these Terms with the initial letterscapitalized, in addition to terms definedelsewhere in these Terms, the following terms havethe following meanings:
Account: means any accounts or instances created byor on behalf of You for access and use ofany of the Service(s).
Affiliate: means, with respect to a party, any entitythat directly or indirectly controls, is controlledby, or is under common control with such party, whereby“control” (including, with correlativemeaning, the terms “controlled by” and “under commoncontrol”) means the possession, directlyor indirectly, of the power to direct, or cause thedirection of the management and policies ofsuch person, whether through the ownership of votingsecurities, by contract, or otherwise.
Agent: means an individual authorized to use the Service(s)through Your Account for suchService(s) as an agent and/or administrator as identifiedthrough a User Login.
API: means the application programming interfacesdeveloped, enabled by or licensed to Usthat permits a User to access certain functionalityprovided by the Service(s).
API Policies: means the policies published on theWebsites (as specified below) that govern theuse of APIs, as updated from time to time.
Applicable Data Protection Law: means all data protectionand privacy laws and regulations ofthe Republic of India, relating to privacy and protectionof data or information, includingPersonal Data or Processing of Personal Data, or theEuropean Union General Data ProtectionRegulation (Regulation 2016/679) (GDPR), as may beapplicable;
Candidates: means any person or entity other thanthe Customer, Users or End-Users withwhom the Customer, Users or End-Users interact usingTalent Acquisition Platform or TalentDiscovery Platform and who have submitted their resumesor job applications to the Customer,User or End-User or appear for interviews for jobsposted bythe Customer, User or End-Userthrough their Account with Suitable;
Confidential Information: means all information disclosedby You to Us or by Us to You which isin tangible form and labeled “confidential” (or witha similar legend) or which a reasonableperson would understand to be confidential given thenature of the information andcircumstances of disclosure. For purposes of theseTerms, Service Data shall be deemedConfidential Information. Notwithstanding the foregoing,Confidential Information shall notinclude any information which (a) was publicly knownand made generally available in the publicdomain prior to the time of disclosure by the disclosingparty; (b) becomes publicly known andmade generally available after disclosure by the disclosingparty to the receiving party throughno action or inaction of the receiving party; (c)is already in the possession of the receiving partyat the time of disclosure by the disclosing partyas shown by the receiving party’s files andrecords prior to the time of disclosure; (d) is obtainedby the receiving party from a third partywithout a breach of such third party’s obligationsof confidentiality; (e) is independentlydeveloped by the receiving party without use of orreference to the disclosing party’sConfidential Information, as shown by documents andother competent evidence in the receiving party’s possession; or (f) is required by law to be disclosed by the receiving party,provided that the receiving party shall, to the extentlegally permitted, give the disclosing partywritten notice of such requirement prior to disclosingso that the disclosing party may seek aprotective order or other appropriate relief.
Customer: means any person or entity who has accessto, browses or uses the Service(s) orWebsite or intends to have access to, browse or usethe Service(s) or Website, either himself /herself / itself or through his / her / its employeesbeing the Users or End-Users.
Data Processing Addendum: means the data processingaddendum available athttps://Suitable/data-processing-addendum/ and asupdated from time to time, which shallgovern Service Data to the extent that it includesPersonal Data and involves transferring suchPersonal Data outside the European Economic Area orSwitzerland to any country not deemedby the European Commission as providing an adequatelevel of protection for personal data.
Documentation: means any written or electronic documentation,images, video, text or soundsspecifying the functionalities of the Service(s) providedor made available by Us to You or YourUsers through the Service(s) or otherwise.
End-User: means any person or entity other than Youor Your Users with whom You interactusing the Service(s).
Form: means any service order form referencing theseTerms and executed or approved by Youand Us with respect to Your subscription to the Service(s),which form may detail, among otherthings, the number of Users authorized to use theService(s) under Your subscription to theService(s) and the Subscription Plan(s) applicableto Your subscription to the Service(s).
Talent Acquisition Platform: means the end to endTalent Acquisition Platform. Its Website ishttps://portal.Suitable/. For the avoidance of doubt,If you use Suitable, you mean to use thisservice.
Talent Discovery Platform: means use of Suitable TalentDiscovery Platform integrated with yourcurrent ATS or HRMS. Its Website is https://portal.Suitable/.
Video Interview Platform: means use of Suitable VideoInterview Platform independently or inintegration with your current ATS or HRMS. Its Websiteis https://portal.Suitable/.
Talent Intelligence API: means the use of SuitableTalent Intelligence API, which used remotely.Its Website is https://api.Suitable.
Companies: means Suitable Technologies Pvt Ltd togetherwith its Affiliates.
Personal Data: means any information that relatesto a natural person, which, either directly orindirectly, in combination with other informationavailable or likely to be available with Suitable,is capable of identifying such person (or as defined under Applicable Data Protection Law) andincludes Sensitive Personal Data.
Processing/To Process: means any operation or setof operations which is performed uponPersonal Data, whether or not by automatic means,such as collection, recording, organization,storage, adaptation or alteration, retrieval, consultation,use, disclosure by transmission,dissemination or otherwise making available, alignmentor combination, blocking, erasure ordestruction (or as defined under the Applicable DataProtection Laws).
Sensitive Personal Data: means data or informationof a person means such personalinformation which consists of information relatingto (i) password; (ii) financial information suchas bank account or credit card or debit card or otherpayment instrument details ; (iii) sexualorientation (iv) biometric information; (v) any detailrelating to the above clauses as may bemade available for providing the Service(s)); and(vi) any of the information made availableunder above clauses for storing or processing dataor information, stored or processed underlawful contract or otherwise (or as defined underthe Applicable Data Protection Laws).
Service Data: means all electronic data, text, messagesor other materials, including PersonalData of Users, End-Users and Candidates submittedto the Service(s) by You through YourAccount in connection with Your use of the Service(s),including, without limitation, PersonalData.
Service(s):mean and include Talent Acquisition Platform,Talent Discovery Platform, VideoInterview Platform and Talent Intelligence APIs orany new services that We may introduce as aService to which You may subscribe to and any updates,modifications or improvements to theService(s), including individually and collectively,Software, the API and any Documentation.You may subscribe to one or more of the Service(s).They may be subject to separate anddistinct Subscription Plans.
Software: means software provided by Us (either bydownload or access through the internet)that allows You to use any functionality in connectionwith the Service(s) and includes a MobileApplication.
Subscription Plan(s): means the pricing plan(s) andthe functionality and services associatedtherewith (as detailed on the Websites) for whichYou subscribe with respect to any User orEnd-User.
Subscription Term: means the period during which Youhave agreed to subscribe to theService(s) with respect to any individual User.
Supplemental Terms: means the Service(s) – specificterms set forth in section 25 below,additionally applicable to You when You enable, accessor use such Service(s).
Us: means Suitable Technologies Pvt Ltd., an Indian corporation, or any of its successors orassignees. In these Terms, Us may also be referredto as “We”, and “Our”.
User: means those who are designated users withinthe Service(s), including an Accountadministrator, Agents and other designated users.
Websites: means the websites for various Service(s)and other websites that Suitable operates.
The Supplemental Terms below may contain terms thatare specific to one or more Service(s).For the avoidance of doubt, in the event of a conflictor inconsistency between the rest of theTerms and these Supplemental Terms, these SupplementalTerms shall prevail. The capitalizedterms in the Supplemental Terms shall have the samemeaning as ascribed to them in the Terms
You acknowledge that (i) when You install or enableany integrations that are offered by Us or(ii) where (a) a feature is modified or (b) a newfeature is released within the Service(s), Youmay be shown additional terms governing their usage.Your continued usage of suchintegrations or such features may be relied upon byUs as Your acceptance of such additionalterms.
Suitablealso provides communication service as a part of theService(s) through the SMS, EMAIL andvideo interview mediums (“Communication Services”).If You use the Communication Service aspart of Suitable:
You understand and agree that (a) during Your useof the SMS communication feature, Suitableonly facilitates and enables communication to be sentvia SMS/text messages to the endreceiver and does not perform or provide any otherservices that are usually provided by a SMSservice provider or network provider; (b) if the ‘DoNot Disturb’ (DND) or ‘Direct NumericalControl’ (DNC) is enabled, the Suitable carrier maynot be able to deliver the SMS/textmessage; (c) the delivery of the SMS/text messageis dependent on the network coverage ofthe receiver. The SMS/text message may not be deliveredor may be delayed if the networkcoverage of the receiver is weak or if the receiveris out of the network coverage area; ; (d) Youare solely responsible for Your use and operationof the SMS communication feature incompliance with all applicable laws in all jurisdictionsgoverning the use of the Service(s) byYou, Your Affiliates, Users and End-Users, includingbut not limited to recording and wiretappinglaws; and (e) If You use the SMS communication feature,a request for deletion of a contact orinformation such as the name of the contact, recordingsof that contact and any notes pertainingto such recordings shall also be deleted. However,information such as SMS logs may beretained for audit, fraud and reporting purposes inaccordance with applicable laws.
You understand and agree that (a) during Your use of the EMAIL communication feature,Suitable only facilitates and enables communication to be sent via EMAIL to the end receiverand does not perform or provide any other servicesthat are usually provided by a EMAILservice provider; (b) depending on the EMAIL settingsof the receiver, the EMAIL may getdelivered to the spam folder or junk folder of thereceiver; (c) the delivery of the EMAIL isdependent on the quality of and strength of the internetconnection used by the receiver. TheEMAIL may not be delivered or may be delayed if theinternet connection of the receiver isweak; (d) You are solely responsible for Your useand operation of the EMAIL communicationfeature in compliance with all applicable laws inall jurisdictions governing the use of theService(s) by You, Your Affiliates, Users and End-Users,including but not limited to recordingand wiretapping laws; and (e) ) If You use the EMAILcommunication feature, a request fordeletion of a contact or information such as the nameof the contact, recordings of that contactand any notes pertaining to such recordings shallalso be deleted. However, information such asEMAIL logs may be retained for audit, fraud and reportingpurposes in accordance withapplicable laws.
You understand and agree that (a) unless You chooseto turn on the recording feature, all videointerviews using the video service are not recorded;(b) the video interview is not intended tosupport general video conferencing and is dependenton internet bandwidth available, (c) Wewill not be held liable for any claim, damages orloss (and You hereby waive any and all suchclaims or causes of action), arising from or relatingto Your (or Users or End-Users) inability touse the video interview service to make other usages,(d) You are solely responsible for Youroperation of the video interview service in compliancewith all applicable laws in all jurisdictionsgoverning the use of the Service(s) by You, Your Affiliates,Users and End-Users, including butnot limited to recording and wiretapping laws, and(e) If You use video interviewing service, arequest for deletion of a contact or information suchas the name of the contact, recordings ofthat contact and any notes pertaining to such recordingsshall also be deleted. However,information such as logs containing interviews mademay be retained for audit, fraud andreporting purposes in accordance with applicable laws.You undertake and agree that You will defend, holdharmless and indemnify Us from andagainst any third party claim relating to or arisingfrom any of the foregoing. We may disable theService provided to You if (i) Your subscription tothe Service(s), Account or rights to accessand/or use the Service(s) are otherwise suspended,or terminated; and/or (ii) You violate any ofthese Terms.
You acknowledge and agree that You will access anduse Talent Acquisition Platform only forYour internal business purposes and that You willnot provide any third party with access toTalent Acquisition Platform through Your Account.You further agree that We will not be liable forany loss or corruption of Service Data, or for anycosts or expenses associated with backing-upor restoring any of Service Data or any claims, losses,expenses, costs or damages arising fromsuch unauthorized use of Talent Acquisition Platform.
Talent Acquisition Platform Data” / “Talent DiscoveryPlatform Data” means any data that iscollected from Your Users, End-Users and Candidatesthrough Your Account in connection withYour use of Talent Acquisition Platform or TalentDiscovery Platform, as the case may be,including but not limited to the following:
a) Directory. Contact information, such as name, emailaddress, mailing address, phonenumber, date of birth, gender, emergency contact informationof the Users, End-Users orCandidates collected at the time of employment andcreation of employee profile. Subject to theSubscription Plan to which You have subscribed, Youmay have the option to collect additionalinformation, including Sensitive Personal Data, fromUsers, End-Users or Candidates. The Service allows the Users, End-users and Candidatesto modify, rectify and update their PersonalData within the Service
b) Application Form. Candidates’ contact information,such as name, email address, mailingaddress, phone number, links to Candidates’ socialnetworking profiles or any custom field thatYou may add to the form to be filled by Candidatesat the time of submitting their resumes.
If You are a Customer of Our Service, Talent AcquisitionPlatform, You may at any time deletedata associated with a Candidate from within TalentAcquisition Platform. As a customer ofTalent Acquisition Platform, You may delete a User’sor End-User’s data from Talent AcquisitionPlatform. Upon Your deletion of User’s data, TalentAcquisition Platform will retain informationlike business e-mail address, identification number,designation of such User or End-User(“Retained User Information”) in order to not breakany old associations relating to such User orEnd-User within Your Account. Except Retained UserInformation, all the other data that youdelete will be deleted from Talent Acquisition Platform.Retained User Information will be deletedin accordance with the Terms. If You wish to permanentlydelete a User’s or End-User’sRetained User Information, You can write to email@example.com.
We strongly recommend that You export all ServiceData before You terminate Your Account. In any event, following the termination of Your Accounteither by You or Us:
If You have subscribed to any Subscription Plan, ServiceData will be retained for a period of 15days (“Data Retention Period”) from such terminationwithin which You may contact Us to exportService Data. Beyond this Data Retention Period, Wereserve the right to delete all Service Datain the normal course of operation. Service Data cannotbe recovered once it is deleted.Notwithstanding anything contained in the Terms orSupplemental Terms, We may, in Our solediscretion, continue to store data / information suchas email and contact information, billing andinvoice information, payment, late payment or non-paymentinformation or such relatedinformation of the Customer for record keeping, audit,fraud and reporting purposes inaccordance with applicable laws.
If You have signed-up to Talent Acquisition Platformbut not activated Your Account within 7days from such sign-up, We reserve the right to deleteYour Account immediately upon theexpiry of the aforementioned 7 days.
If a Candidate shares Personal Data with you throughYour Account, You shall be solelyresponsible for such Personal Data whether it is publiclyposted or privately transmitted throughYour Account, on third-party platforms such as Careerbuilder,Dice, Naukri, Monster, Indeed,Facebook, Twitter, Google+, LinkedIn and similar others(“Third Party Platforms”). These ThirdParty Platforms are governed by their own terms andprivacy policies and You agree that Wehave no control over these Third Party Platforms andthat We are not responsible for youraccess or use of these Third Party Platforms, or forany loss or corruption of Service Data, or forany costs or expenses associated with backing up orrestoring any of Service Data, or anyclaims, losses, expenses, costs or damages arisingfrom such use of the Third Party Platforms.
Talent Acquisition Platform has a Rating feature throughwhich You will have the ability to ratethe Candidates. You acknowledge and agree that Wedo not have any control on the ratings thatYou provide to the Candidates. Further, You agreeto use this feature in compliance with allapplicable laws and if Your use of this feature violatesany applicable law, You shall immediatelycease using this feature and We shall not be liablefor any such violation by You in any mannerwhatsoever.
If any Candidate shares Personal Data with You throughTalent Acquisition Platform, Youacknowledge that for the purposes of providing Youwith the Resume Parsing feature withinTalent Acquisition Platform (if available as partof Your Subscription Plan), The results derivedby our tool shall be displayed for Your review underPool within Talent Acquisition Platform. Youunderstand that the analysis presented is based onthe accuracy of the data shared and Weshall not be liable to You for any inability to useor interpret the analysis.
We use third party services within Talent AcquisitionPlatform to allow you to post about jobvacancies. In the event You choose to include PersonalData in such posts, You agree that Wehave no control over how such third parties handleYour Personal Data and that We are notresponsible for any loss or corruption of such PersonalData.
Notwithstanding anything contained in the Terms orSupplemental Terms, a Candidate shall beentitled to request the deletion of any of the Candidate’sPersonal Data or Sensitive PersonalData, as the case may be, at any time. Further, aCandidate shall continue to be entitled torequest the deletion of the Candidate’s Personal Dataor Sensitive Personal Data, as the casemay be, irrespective of successfully completing theinterviewing process or being hired by theCustomer.