This SoloStar Terms of Use Agreement (“ToU“) govern any ordering document executed by the customer identified in that ordering document (“Customer“) and the SoloStar company identified in that ordering document (“SoloStar“). This ToU, the applicable ordering document, and any other incorporated terms, comprise the complete understanding between the parties on the subject matter (“Agreement“).
Use of the Service. Only Customer-designated employees and contractors (each, a “Customer User”) are authorized to use the Service. Customer will only use the Service for recruiting purposes. Customer will use the Service solely for Customer’s internal use and will not provide access to the Service to any third party, except as otherwise permitted in the Agreement. Customer will notify SoloStar immediately upon learning of any unauthorized use of the Service or any other breach of security relating to the Service. Customer (a) will designate in writing one Customer User for each seat it purchases; (b) will promptly provide to and maintain with SoloStar accurate contact information for each Customer User; and (c) will not, and will not permit a Customer User to, share a Customer User’s access to the Service with any other individual. In the event a Customer User ceases employment, takes any type of leave or vacation, or transfers work function, Customer may transfer the Customer User’s seat to a different Customer User. SoloStar reserves the right to limit the number of transfers of each seat. SoloStar may, in its sole discretion, change, modify, upgrade or discontinue any aspect or feature of the Service in whole or in part.
Customer and Customer Users may not (i) copy or reproduce profile or other data by automated means (including crawlers, plugins, or other scraping mechanisms), (ii) rent, lease, loan, trade, sell, or re-sell access to the Service or any related information or data, (iii) override any security feature of the Service, (iv) use the Service to harass, abuse, or harm others, or (v) use the Service to violate intellectual property rights of others, including patents, trademarks, trade secrets, copyrights, or other proprietary rights. Customer shall only use the Service in a manner that complies with any and all applicable laws in the jurisdictions in which Customer uses the Service.
User Contacts. The Service allows Customer Users to upload email addresses and other contact information (“User Content”) by linking an email and contacts account with the Service. By uploading User Content, Customer and Customer Users allow (i) SoloStar to use that User Content to operate and improve the Service and (ii) other SoloStar users to view and share the User Content.
End User License. The SoloStar browser extension (the “Software”) may be downloaded in connection with the use of the Service. Upon downloading the Software, and during the term of this Agreement, SoloStar grants Customer a non-exclusive, non-transferable license to use the Software for recruiting purposes subject to the terms of the ToU. Title, ownership and all rights (including without limitation intellectual property rights) in and to the Software shall remain with .SoloStar Customer may not create derivative works of the Software, use the Software for any purpose other than as described herein, reproduce the Software in a manner inconsistent with this provision or the ToU, sell, assign, license, disclose, distribute or otherwise transfer or make available the Software or any copies of the Software in any form to third parties, alter, translate, decompile, reverse assemble or reverse engineer the Software, or attempt to do any of the foregoing, or remove or alter any proprietary notices or marks on the Software, except to the extent any such prohibition is not permitted by applicable law.
The Software is provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions as set forth in subparagraph (c)(1)(iii) of DFARS 252.227-7013 (The Rights in Technical Data and Computer Software) or subparagraphs (c)(1) and (2) of 48 CFR 52.227-19 (the Commercial Computer Software - Restricted Rights), as applicable.
Handling of Personal Data. If Customer uploads or otherwise provides SoloStar with Personal Data (defined below) in connection with its use of the Service (“Customer Personal Data“), then SoloStar, in providing the Service, processes Customer Personal Data on behalf of Customer. Customer is the controller of Customer Personal Data and SoloStar will process Customer Personal Data (i) in accordance with applicable Data Protection Laws (defined in section 2.3); (ii) in compliance with the written instructions received from Customer including, as applicable, sub-processing as necessary; and (iii) only for the purpose of providing, supporting and improving the Service, using appropriate technical and organizational security measures. “Personal Data“ means information about an individual that (a) can be used to identify, contact or locate a specific individual; (b) can be combined with other information that is linked to a specific individual to identify, contact or locate a specific individual; or (c) is defined as “personal data” or “personal information” by applicable laws or regulations relating to the collection, use, storage or disclosure of information about an identifiable individual.
Compliance with Laws. The parties will comply with all applicable international, federal, state, provincial and local laws relating to (a) corruption practice, bribery, and acts contrary to the public administration including the US Foreign Corrupt Practices Act of 1977, 15 U.S.C. § 78dd-1, et seq.; (b) discrimination against employees or job applicants based on race, color, religion, sex, national origin, veteran status or disability. and (c) the privacy, confidentiality, security and protection of Personal Data including the EU Data Protection Directive 95/46/EC as amended and as implemented in the various European Economic Area countries or any similar and applicable legislation enacted outside of the European Economic Area and security breach notification laws (“Data Protection Laws“).
No right, title or interest in any intellectual property right transfers to the other party, except for the limited rights stated in the Agreement. Customer is not obligated to provide SoloStar or its Affiliates with any suggestions, enhancement requests, or other feedback about the Service or related technology. However, if Customer does provide any feedback to SoloStar, SoloStar may use and modify it without any restriction or payment.
The Service is provided “as is”. SoloStar makes no representation or warranty about the Service including any representation that the Service will be uninterrupted, error-free, accurate, or that it will meet your requirements. To the fullest extent permitted under applicable law, SoloStar disclaims any implied or statutory warranty, including any implied warranty of title, non-infringement, merchantability or fitness for a particular purpose.
The Agreement is governed by the laws of the State of California and any action or proceeding related to the Agreement will be brought in a federal court in the Northern District of California. Each party irrevocably submits to the jurisdiction and venue of the applicable courts. The prevailing party in any litigation may seek to recover its legal fees and costs.
If a conflict exists between this TOU and the ordering document, the terms in this ToU will govern. The parties will provide notices in writing and deliver them by commercial overnight courier to the address of the other party stated on the ordering document, unless otherwise stated in the Agreement. Notices are effective on the date of delivery as indicated in the records of the courier. The Agreement does not create a partnership, agency relationship, or joint venture between the parties. Neither party has the power or authority to bind the other or to create any obligation or responsibility on behalf of the other. Under no circumstances will any employee of one party be deemed to be the employee of the other. Neither party will assign this ToU or an ordering document in whole or in part without the other party’s prior written consent (which consent will not be unreasonably denied, delayed or conditioned), except an assignment to an Affiliate or a successor that is not a competitor of the non-assigning party, made in connection with a merger or sale of all or substantially all of a party’s assets or stock. Any attempted assignment in violation of the foregoing restriction will be void. SoloStar may remotely monitor Customer’s use of the Service to ensure compliance with the Agreement. If any provision of the Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to affect the parties’ intention and the remaining provisions will not be affected. The parties may amend the Agreement only in a written amendment signed by both parties, except for the SoloStar Privacy Policy, which may be modified in accordance with its terms. If this ToU or an ordering document will be executed then it can be executed electronically and in counterparts, each of which is deemed to be an original and all of which taken together comprise a single document. Each party represents and warrants to the other that the individual binding a party under this ToU or an ordering document is authorized to do so.