User Agreement Policy

USER AGREEMENT

This User Agreement (the “Agreement“) governs the terms of your access to and use of the Service (as defined herein) which is provided by Recruitable Software Inc., doing business as Recruitable (“Recruitable”), with its principal place of business at 1 King Street West, Toronto, ON M5H 1A1, Canada.

If you are accessing the Service on behalf of the entity that has entered into a Master Service Agreement or other agreement with Recruitable (the “Customer“), this Agreement governs your individual use of the Service, and supplements, but does not replace, the Master Service Agreement between Recruitable and the Customer.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND RECRUITABLE. BY INDICATING CONSENT ELECTRONICALLY, REGISTERING FOR AN ACCOUNT WITH RECRUITABLE, OR ACCESSING OR OTHERWISE USING THE SERVICE, YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT REGISTER FOR AN ACCOUNT, INDICATE YOUR CONSENT ELECTRONICALLY, OR ACCESS OR USE THE SERVICE. ALL CAPITALIZED TERMS HAVE THE MEANINGS GIVEN TO THEM IN SECTION 1 OR OTHERWISE DEFINED HEREIN.

1. Definitions and Interpretation.

The following definitions and rules of interpretation apply in this Agreement:

• “Applicable Data Protection and Privacy Laws” means all applicable data protection and privacy legislation in the jurisdictions where User is located, including without limitation: the UK General Data Protection Regulation and the Data Protection Act 2018; the EU General Data Protection Regulation; the Privacy and Electronic Communications Regulations 2003; applicable US federal and state privacy legislation including the CCPA as amended by the CPRA; Canadian federal and provincial legislation including PIPEDA and Quebec Law 25; the Australian Privacy Act 1988; and all successor and equivalent legislation globally.
• “Confidential Information” means all information provided by the disclosing Party to the receiving Party concerning the disclosing Party or its Affiliates’ business, products or Service that is not generally known to the public, including information relating to customers, vendors, trade secrets, prices, products, Service, computer programs and other intellectual property and any other information which a Party should reasonably understand to be considered Confidential Information whether or not such information is marked “Confidential” or contains such similar legend by the disclosing Party at the time of disclosure.
• “Content” means any information, data, text, documents, images, files, communications or other materials that you upload, submit, transmit, store or otherwise make available to Recruitable through the Service or otherwise, whether on your own behalf or on behalf of the Customer.
• “Intellectual Property Rights” means all intellectual property and proprietary rights, whether registered or unregistered, anywhere in the world, including patents, patent applications, copyrights, moral rights, trademarks, service marks, trade names, logos, domain names, trade secrets, confidential information, know-how, software, source code, object code, databases, algorithms, documentation, industrial designs, and all other similar proprietary rights, together with all registrations, applications, renewals, extensions, and rights to enforce any of the foregoing.
• “Term” has the meaning given to that term in the applicable Master Service Agreement between Recruitable and the Customer.
• “User” means any individual authorized by a Customer to access and use the Service under the applicable Master Service Agreement. References to “you” and “your” in this Agreement mean the User.
• “Recruitable Intellectual Property“ means all intellectual property rights in and to the Service, including all software, source code, object code, technology, algorithms, models, user interfaces, designs, trademarks, documentation, know-how, trade secrets and other proprietary materials owned or licensed by Recruitable.
• “Service” means the Recruitable cloud-based AI-powered applicant tracking system platform and all associated features, tools, integrations, AI functionality, scheduling, data enrichment, invoicing, contract management, team messaging, candidate pipeline management, client portal, and all related functionality made available to the User under the Customer’s selected subscription plan.

2. Access and Use.

2.1. Access and Use.

Subject to this Agreement and your organization’s subscription (if applicable), Recruitable grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service during the Term solely for internal recruiting and hiring purposes.

2.2. Access and Use Restrictions.

You agree not to act outside the scope of the rights expressly granted to you under this Agreement. You shall not, directly or indirectly: (a) make the Service available to anyone other than yourself; (b) sell, resell, license, sublicense, distribute, rent, lease, assign, transfer or otherwise provide access to the Service to any third party, except as expressly authorized in writing by Recruitable; (c) copy, reproduce, modify, distribute or display anything contained in the Service or Recruitable Intellectual Property, except as expressly permitted under this Agreement; (d) remove, alter or obscure any copyright, trademark or other proprietary notices or legends contained in or displayed through the Service or Recruitable Intellectual Property; (e) modify, reverse engineer, disassemble, decompile or otherwise attempt to derive the source code, underlying ideas or algorithms of any part of the Service, except to the limited extent that applicable law expressly prohibits such restriction; (f) create, translate or otherwise prepare derivative works based upon the Service or Recruitable Intellectual Property; (g) crawl or scrape, whether manually or by automated means (including bots, scrapers and spiders), to view, access or collect any data or information within the Service; (h) interfere with or disrupt the integrity, security or performance of the Service or any related systems or networks; (i) attempt to gain unauthorized access to the Service or any related systems or networks, or conduct unauthorized penetration testing or security testing of the Service; (j) use the Service in any manner that infringes the intellectual property, privacy, publicity or other rights of any third party, or to upload, store or transmit any unlawful, defamatory or otherwise objectionable content; (k) use the Service to develop or support a competing product or service or for benchmarking or competitive analysis without Recruitable’s prior written consent; or (l) upload, store or process personal information, payment card information, personal financial information or other regulated sensitive data through the Service except as expressly permitted by the Service or authorized by Recruitable.

2.3. Privacy Policy.

Your use of the Services is also subject to Recruitable’s Privacy Policy, available at https://www.recruitablehr.com/company/legal/privacy-policy/, which is incorporated into this Agreement by reference.

2.4. Modification to the Service.

Recruitable reserves the right to modify the Service from time to time.

3. Rights in Intellectual Property.

3.1. Recruitable Intellectual Property.

Except for the rights expressly granted under this Agreement, all right, title and interest in and to the Service and all Recruitable Intellectual Property are and shall remain the exclusive property of Recruitable, its Affiliates and licensors. You agree not to remove, alter or obscure any copyright, trademark or other proprietary notices or markings appearing on or within the Service. You acknowledge and agree that the Service is provided on a non-exclusive basis and that no ownership of any Intellectual Property Rights is transferred to you under this Agreement. You further acknowledge that the Service, including its source code, architecture, design, functionality, user interface and underlying technology, embody valuable trade secrets and other Intellectual Property Rights of Recruitable and its licensors. No licence is granted by implication, estoppel or otherwise except as expressly set out in this Agreement, and Recruitable reserves all rights not expressly granted to you.

3.2. Your Intellectual Property.

Except as expressly provided in this Agreement, you retain all right, title and interest in and to your Content and any Intellectual Property Rights therein. Nothing in this Agreement transfers ownership of your Content to Recruitable. By uploading or submitting Content through the Service, you grant Recruitable and its Affiliates a limited, non-exclusive, worldwide, royalty-free licence to host, store, reproduce, process, transmit, display and otherwise use your Content solely as necessary to provide, maintain, support, secure and improve the Service and to comply with applicable law. You represent and warrant that you have all necessary rights, licences, consents and permissions to upload, use and authorize Recruitable to process your Content through the Service, and that your Content and your use of the Service do not infringe the rights of any third party or violate any applicable law. Where you access or use third-party content through the Service, you are responsible for complying with any applicable third-party terms and conditions.

3.3. Usage Data and Feedback.

Recruitable shall be permitted to collect and use usage data for its reasonable business purposes and for your benefit. In the event Recruitable wishes to disclose such usage data or any part thereof to third parties (either during the Term or thereafter), such data shall be anonymized and/or presented in the aggregate so that it will not identify you. The foregoing shall not limit in any way Recruitable’s confidentiality obligations pursuant to Section 4 below. To the extent that you provide Recruitable with feedback, such feedback shall be free from any confidentiality restrictions that might otherwise be imposed upon Recruitable pursuant to this Agreement and may be implemented by Recruitable in its sole discretion. You acknowledge that any Recruitable products or materials incorporating any such feedback shall be the sole and exclusive property of Recruitable.

4. Confidentiality.

4.1. Confidential Information.

The Parties acknowledge that each may disclose certain valuable confidential and proprietary information to the other Party. The receiving Party may only use the disclosing Party’s Confidential Information to fulfill the purposes of this Agreement. The receiving Party will protect the disclosing Party’s Confidential Information by using at least the same degree of care as the receiving Party uses to protect its own Confidential Information of a like nature (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure or publication of such Confidential Information. Notwithstanding the foregoing, the receiving Party may disclose Confidential Information to its (and its Affiliates) employees, advisors, consultants, and agents on a need-to-know basis and provided that such party is bound by obligations of confidentiality substantially similar to those contained herein.

4.2. Exceptions.

Information will not be deemed Confidential Information if it: (i) is known to the receiving Party prior to receipt from the disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (ii) becomes known (independently of disclosure by the disclosing Party) to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving Party; or (iv) is independently developed by the receiving Party without use of or reliance upon the disclosing Party’s Confidential Information, and the receiving Party can provide evidence to that effect. The receiving Party may disclose Confidential Information pursuant to the requirements of a court, governmental agency or by operation of law but shall (to the extent permissible by law) limit such disclosure to only the information requested and give the disclosing Party prior written notice sufficient to permit the disclosing Party to contest such disclosure.

5. Security and Processing of Personal Data.

5.1. Data Protection Laws.

Recruitable will process personal information in accordance with Applicable Data Protection and Privacy Laws and its Privacy Policy.

5.2. Account Security.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must promptly notify Recruitable if you become aware of any unauthorized access to or use of your account.

6. Warranties Disclaimer.

THE WARRANTIES IN THIS SECTION 6 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING RECRUITABLE AND RECRUITABLE’S SERVICE PROVIDED HEREUNDER. RECRUITABLE AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, CONDITIONS AND OTHER TERMS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, NON-INTERFERENCE, SYSTEM INTEGRATION AND/OR DATA ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WITHOUT LIMITATION, (A) RECRUITABLE DOES NOT MAKE ANY WARRANTY OF ACCURACY, COMPLETENESS, TIMELINESS, OR UNINTERRUPTABILITY, OF THE SERVICE; AND (B) RECRUITABLE IS NOT RESPONSIBLE FOR RESULTS OBTAINED FROM THE USE OF THE SERVICE OR FOR CONCLUSIONS DRAWN FROM SUCH USE.

7. Indemnification.

You shall indemnify, defend and hold Recruitable and/or its Affiliates and their officers, directors and employees harmless from and against any third-party claims, suits and proceedings (including those brought by a government entity) resulting from: (a) your breach of this Agreement; (b) your Content; (c) your violation of applicable law; or (d) your infringement of any third-party intellectual property or other rights.

8. Limitation of Liability.

To the fullest extent permitted by applicable law, Recruitable shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill, data or business opportunities, arising out of or relating to this Agreement or your use of the Service, even if Recruitable has been advised of the possibility of such damages.

To the fullest extent permitted by applicable law, Recruitable’s aggregate liability arising out of or relating to this Agreement or the Service shall not exceed the maximum liability permitted under the applicable Master Service Agreement between Recruitable and the Customer. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law.

This Agreement is not intended to and will not be construed as excluding or limiting any liability which cannot be limited or excluded by applicable law, including liability for gross negligence, willful misconduct, or fraud.

9. Term and Termination.

9.1. Term of the Agreement.

This Agreement becomes effective when you accept this Agreement or first access or use the Service and will remain in effect until the earlier of: (a) the expiration or termination of the Term (as defined in the applicable Master Service Agreement); (b) the termination or suspension of your authorization to access the Service by the Customer or Recruitable; or (c) the termination of this Agreement in accordance with its terms.

9.2. Suspension of Access.

Recruitable may, with or without notice, suspend or restrict your access to the Services if Recruitable reasonably believes that: (a) you have breached this Agreement or the applicable Master Service Agreement; (b) your use of the Services is unlawful or infringes the rights of any third party; (c) your use of the Services poses a security risk to Recruitable, the Services or any other user; or (d) such suspension is necessary to comply with applicable law or a governmental request. Recruitable may restore your access once the applicable issue has been resolved to Recruitable’s reasonable satisfaction.

9.3. Effects of Termination/Expiration.

Upon termination or expiration of an applicable Term: (i) you will have no further right to access or use the Service; and (ii) each Party shall within thirty (30) days after written request return or destroy any tangible Confidential Information of the other Party within its possession or control that is not contained in the Service. Any of your Content contained in the Service will be deleted within sixty (60) days of termination/expiration of your Term. You acknowledge that you are responsible for exporting any of your Content to which you desire continued access after termination/expiration, and Recruitable shall have no liability for any failure of you to retrieve such Content and no obligation to store or retain any such Content after such sixty (60) day period. Following termination of the Service, Recruitable may immediately deactivate your account.

9.4. Continuing Force of Certain Provisions.

The provisions of this Agreement that by their nature are intended to survive the expiration or termination of this Agreement shall survive, including without limitation Sections 2.2 (Access and Use Restrictions), 3 (Rights in Intellectual Property), 4 (Confidentiality), 6 (Warranty Disclaimer), 7 (Indemnification), 8 (Limitation of Liability), 9.3 (Effects of Termination/Expiration), 10 (Dispute Resolution) and 11 (Miscellaneous).

10. Dispute Resolution.

10.1. Arbitration.

In the event of a dispute, the Parties shall first attempt resolution through good-faith negotiation for thirty (30) business days. If unresolved, the dispute shall be submitted to binding arbitration administered by the ADR Institute of Canada under its Arbitration Rules before a single arbitrator. The seat of arbitration shall be Toronto, Ontario, Canada, and the arbitration shall be conducted in English.

11. Miscellaneous.

11.1. Assignment.

You may not assign or transfer this Agreement without Recruitable’s prior written consent. Recruitable may assign this Agreement without your consent in connection with a merger, acquisition, corporate reorganization or sale of substantially all of its assets.

11.2. Independent Contractors.

Nothing in this Agreement will be construed to imply a joint venture, partnership or principal-agent relationship between Recruitable and you, and neither Party will have the right, power or authority to obligate or bind the other in any manner whatsoever.

11.3. Force Majeure.

With the exception of the Customer’s payment obligations pursuant to the terms of the Master Service Agreement, neither Party will be liable to the other Party for any delay or failure to perform which is due to fire, pandemic, virus, epidemic, travel advisories as to health, security and/or terrorism, flood, lockout, transportation delay, war, acts of God, governmental rule or order, strikes or other labor difficulties, or other causes beyond its reasonable control. However, in such event, both Parties will resume performance promptly after the cause of such delay or failure has been removed.

11.4. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Nothing in this Agreement limits any mandatory rights or protections available to you under applicable law that cannot lawfully be excluded or waived. The parties irrevocably submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada for any proceedings not required to be resolved by arbitration.

11.5. Entire Agreement, Execution, and Modification.

Except for the applicable Master Service Agreement between Recruitable and the Customer, this Agreement constitutes the entire agreement between Recruitable and the User with respect to the User’s access to and use of the Services. Recruitable may make changes to this Agreement from time to time. If Recruitable makes a material change to any of the foregoing, Recruitable will inform you by e-mail to the e-mail address(es) noted in your account (or subsequently designated by you in writing as a contact for notifications from Recruitable), or through a banner or other prominent notice within the Service, or through the Recruitable support Service. If you do not agree to the change, you must notify Recruitable by e-mail to customersupport@recruitablehr.com within thirty (30) days after Recruitable’s notice. If you notify Recruitable, then you will remain governed by the most recent terms of service applicable to you until the end of the then-current Term and the updated terms shall apply upon the commencement of the subsequent Term.

11.6. Severability and Waiver.

This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Should any term or provision of this Agreement be declared void or unenforceable by any court of competent jurisdiction, the Parties intend that a substitute provision will be added to this Agreement that, to the greatest extent possible, achieves the intended commercial result of the original provision. The failure of either Party to enforce any rights granted to it hereunder or to take action against the other Party in the event of any breach hereunder will not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

Any words following the terms including or include shall be regarded as examples only and not construed as an exhaustive list.