Comeet Technologies Inc. (“Comeet” or “us”, “our”, “we”) provides a software-as-a-service applicant tracking system that manages the information and process for recruiting candidates for employment, including the system's APIs and SDKs (as defined below) and any other feature and/or product or software that Comeet makes available to Customer (all together, the “Solution”). These Terms of Service (these “Terms”) apply to, and govern, the executed ordering document (such as an Order Form, Sales Order, Proposal, or Quote) to which they are attached, hyperlinked, or otherwise incorporated by reference (“Order”). These Terms and the Order are collectively referred to as the “Agreement”. The Agreement constitutes a binding agreement between Comeet and the customer entity specified in the Order (“Customer”, “you”, or “your”), and, inter alia, govern Comeet’s provision of services to Customer in connection with, as well as Customer's access and use of, the Solution.
To the extent of any conflict or inconsistency between these Terms on the one hand, and the Order and/or a Supplemental Policy on the other hand, these Terms shall prevail.
Please read these Terms carefully. Changes may be made by Comeet to these Terms from time to time. Comeet will inform Customer 30 days in advance of any updates or other changes to these Terms, through Customer’s email address Comeet has on file and/or through an In-App message, or by any other means. Customer’s continued use of the Solution will be deemed Customer’s acceptance to such amended or updated Terms. If Customer does not agree to any part of these Terms, please do not use the Solution.
1.1 Subscription. Subject to the terms and conditions hereof, Comeet grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license, during the Subscription Term (defined below), to access and use the Solution for Customer's internal business purposes only (“Subscription”). For the avoidance of doubt: (i) the Subscription is subject to the applicable usage and consumption scope and parameters stated in the Order (“Subscription Scope”), and (ii) the Solution is only licensed or provided on a subscription basis (and is not sold) hereunder. Any rights not expressly granted herein are hereby reserved by Comeet and its licensors.
1.2 Features and Functionalities. Comeet may, from time to time, modify and/or replace the features and functionalities, including the third party integrations (but not material functionalities to which Customer is entitled under the Order, unless it improves the material functionality), as well as the user interface, of the Solution.
1.3 Delivery and Hosting. The Solution is made available over the Internet, and Customer is not entitled to any source code or executables in respect of the Solution. The Solution shall be deemed accepted upon delivery. The hosting of the Solution (and related processing) will be provided by a third party cloud hosting provider selected solely by Comeet (“Hosting Provider”), and accordingly the availability of the Solution shall be in accordance with the Hosting Provider’s then-current uptime commitments. Comeet may decide to host the Solution (or a part thereof) internally on Comeet’s own servers under these Terms.
1.4 Solution API. Comeet may make available to Customer an Application Programming Interface (“API”) to enable Customer to integrate third party’s (including, third party’s applications or services) with Comeet’s Solution as further detailed below in Section 7 (API Terms).
1.5 SDK. Comeet may make available to Customer a Software Development Kit (“SDK”) for Customer to implement as part of the services provided in the Solution; for example, Customer can implement in its website (and/or careers site) the SDK to embed tools for job candidates and Customer’s employees. Customer hereby agrees and represents that content embedded by Comeet’s SDK will present a “powered by Comeet” graphic or text link adjacent to the embedded content on the Customer’s website (as may be further described in the Order).
1.6 Comeet Additional Service Terms. Comeet may provide you with additional services and/or features. Your use of these services and/or features is subject to Comeet additional Service terms (“Comeet Additional Service Terms”), available here, as may be updated by Comeet from time to time at its sole discretion. In the event of a conflict between these Terms and the Comeet Additional Service Terms, the Comeet Additional Service Terms shall prevail.
1.7 Beta Features. From time to time, Comeet may allow Customer, at its sole discretion, to try certain beta features or functionalities of the Solution (whether new or existing). Such beta features or functionalities may be designated or identified as “beta”, “pilot”, “evaluation”, “trial”, or the like. Comeet reserves the right to remove or change any beta feature or functionality at any time, at its sole discretion, with or without notice to Customer. For the avoidance of doubt, Section 3 (Restrictions) and Section 13 (Disclaimer of Warranties) shall also apply to such beta features or functionalities.
2. Account Registration
2.1 Customer must register with Comeet in order to use the Solution. To register, Customer must provide specified information and select a password. Customer may not provide false information during the registration process and Customer must keep all information up-to-date. Customer should not reveal its password to anyone else. Customer agrees to immediately notify Comeet of any unauthorized use of its account or password. Customer is fully and solely responsible for all activity on its account, even if such activities were not committed by Customer. Comeet will not be liable for any losses or damage arising from unauthorized use of Customer's account or password, and Customer agrees to indemnify and hold Comeet harmless for any improper or illegal use of Customer's account, and any charges and taxes incurred, unless Customer notified Comeet that its account has been compromised, and have requested Comeet to block access to it.
3.1 As a condition to the Subscription of the Solution (including, the API), and except as set forth expressly herein, Customer shall not, and shall not permit any third party to, do any of the following (in whole or in part) in the context of the use of the Solution: (a) copy, create public Internet “links” to, "frame", or "mirror" the Solution; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Solution to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (c) publicly perform, display or communicate the Solution without Comeet’s authorization; (d) modify, adapt, translate, or create a derivative work of the Solution; (e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, implementation, file formats, non-public APIs, ideas, and/or algorithms) of, the Solution; (f) remove, alter, or conceal any copyright, trademark, or other proprietary rights notices displayed on, or in, the Solution; (g) circumvent, disable, manipulate, overload, impair or disrupt or otherwise interfere with the operation, or the functionality of the Solution and any security-related or technical features, limitations and/or protocols of the Solution; (h) use the Solution to develop, or create, or permit others to develop or create, any service or product that is the same as (or substantially similar to), or otherwise competitive with any of Comeet’s services or products, including the Solution; (i) store or transmit any robot, malware, Trojan horse, spyware, virus, worm or similar malicious item or harmful code or attachment intended (or that has the potential) to damage or disrupt the Solution; (j) use any robot, spider, scraper, or any other automated means to access, copy, collect and/or extract from the Solution (including, information); provided that the foregoing shall not apply to acts of collecting content through the API’s official, documented API, to the extent that the API’s documented functionalities and purposes are consistent with such activities; (k) employ any hardware, software, device and/or technique to pool connections or reduce the number of servers/machines, users, and/or endpoints that directly or indirectly access or use the Solution(sometimes referred to as 'virtualisation', 'multiplexing' or 'pooling'); (l) forge or manipulate identifiers in order to disguise the origin of any Customer data; (m) take any action that imposes or may impose (as determined in Comeet's reasonable sole discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Solution, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure; (n) use the Solution in connection with any stress test, penetration test, competitive benchmarking or analysis, or vulnerability scanning, or otherwise publish or disclose (without Comeet's prior express written approval) any the results of such activities or other performance data of the Solution; (o) use the Solution to circumvent the security of another person’s, website, company or entity, network/information, develop malware, unauthorized surreptitious surveillance, data modification, data exfiltration, data ransom or data destruction; (p) engage in fraudulent or abusive use, or misuse, of the Solution; and/or (q) breach the security of the Solution, identify, probe or scan any security vulnerabilities in the API, or accessing data not intended for Customer.
3.2 In addition, Customer may not use or access the Solution if Customer is Comeet’s direct competitor, except with Comeet’s express prior written consent specifically relating to this matter. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Customer shall inform Comeet in writing in each instance prior to engaging in the applicable activity. Customer 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.
4. Intellectual Property
4.1 Comeet Intellectual Property. Comeet (and/or its licensors and suppliers, as applicable) is, and shall be, the sole and exclusive owner of all right, title and interest (including, without limitation, all Intellectual Property Rights) in and to: (a) the Solution, including the API and the SDK (and all underlying Intellectual Property); (b) the Comeet's Confidential Information; (c) any feedback, suggestions, or ideas for or about the Solution (collectively, "Feedback"); (d) Usage Statistics; and (e) any improvements, derivative works, enhancements, and/or modifications of/to any of the foregoing, as well as any other Intellectual Property conceived, authored, or otherwise developed pursuant to these Terms, in each case regardless of inventorship or authorship. Customer shall procure the assignment (and hereby irrevocably assigns) to Comeet (and/or its designee(s)) the ownership rights set forth in this Section (Intellectual Property), and undertakes to do all things reasonably requested by Comeet (including without limitation executing, filing, and delivering instruments of assignment and recordation), at Comeet's reasonable expense, to perfect such ownership rights. For the avoidance of doubt, it is acknowledged and agreed that Comeet (alone and/or together with its Affiliates and service providers) may use Customer Content (defined below) in an aggregated or anonymized manner for the purpose of generating Usage Statistics, as well as for the purpose of enhancing the Solution, and nothing in these Terms shall be deemed to prohibit or otherwise limit such activities.
4.2 Customer Content. As between the parties, Customer is, and shall be, the sole and exclusive owner of all Customer Content. By submitting or otherwise providing Comeet with any Customer Content, Customer thereby grant Comeet and its successors and assignees, transferrable, worldwide, royalty-free, fully paid-up and non-exclusive license under any of Customer’s intellectual property, moral or privacy rights to use, copy, distribute, display, modify and create derivative works of any Customer Content for the provision of the API to the Customer hereunder, as required for the provision of Comeet’s services to its customers.
4.3 De-Identified Recruitment Data. Notwithstanding anything to the contrary, Comeet may use Customer’s de-identified recruitment information and de-identified candidate information (excluding any candidates’ personal data) as well as usage patter of the website and Platform in order to improve and enhance Comeet’s services and products, including the Solution, and create new features and functionalities; provided that any such subject matter is de-identified as to the Customer and any candidate. In addition, any anonymous information derived from the use of the Solution (i.e., metadata, aggregated and/or analytics information), which is not your Confidential Information or personally identifiable information (“Analytics Information”), is Comeet’s exclusive property and may be used by Comeet, in its sole discretion, including without limitation, to provide the Solution and any services with respect thereto, for development and/or for statistical purposes, as well as to create, present and publish industry benchmarks and reports, predictions, recommendations about candidates and analyses about recruiting.
4.4. Customer responsibilities
4.4.1 Customer represents and warrants that: (i) no processing of Customer Content under these Terms (whether by Comeet, its Affiliates, or if applicable the Hosting Provider) will violate any applicable laws, rules and regulations, including, without limitation, applicable privacy and data protection laws and regulations, intellectual proprietary right, moral rights, privacy right or other rights of any third party, (ii) it has obtained and will maintain all required consents and licenses, and will maintain all ongoing legal bases under relevant privacy laws (if applicable), necessary to provide, make available, and otherwise expose Customer Content to Comeet, its Affiliates, and the Hosting Provider (if applicable); and (iii) Customer will not transmit, submit or add any Customer Content that violates the legal rights of others, including defaming, abusing, or stalking any person.
4.4.2 Customer is solely responsible for the legality, accuracy and quality of Customer Content, such as for ensuring that Customer’s use of the Solution and/or the API to collect, process, store and transmit Customer Content is compliant with all applicable laws, as well as any and all privacy policies, agreements or other obligations Customer may maintain or enter into with its personnel. The Solution is not intended to, and will not, operate as a data storage or archiving product or service, and Customer agrees not to rely on the Solution for the storage of any Customer Content whatsoever. Customer is solely responsible and liable for the maintenance and backup of all Customer Content.
4.4.3 Customer may not transmit, submit or add any Customer Content that: (A) is illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (B) publishes falsehoods or misrepresentations that may damage Comeet or any third party; (C) imposes an unreasonably or disproportionately large load on Comeet’s infrastructure; or (D) posts, stores, transmits, offers, or solicits anything that contains the following, or that Customer knows contains links to the following or to locations that in turn contain links to the following: (i) material that Comeet determines to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity); (ii) material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening; (iii) pornography or obscene material; or (iv) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.
4.5 “Intellectual Property Rights” means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, whether registered or unregistered, and whether vested, contingent, or future) in and to inventions, discoveries, works of authorship, designs, software, technical information, databases, know-how, mask works, methods, branding, technology, and other intellectual property (collectively, “Intellectual Property”), and includes, but is not limited to, patents, copyrights and similar authorship rights, moral (and similar personal) rights, mask work rights, data and database rights, trade secret rights and similar rights in confidential information and other non-public information, design rights, trademark, service mark, trade name, trade dress and similar branding rights, as well as: (i) all applications, registrations, renewals, reexaminations, extensions, continuations, continuations-in-part, provisionals, substitutions, divisions or reissues of or for the foregoing; and (ii) all goodwill associated with the foregoing. “Customer Content” means any Content submitted or uploaded to, or transmitted through, the Solution, including through the API, or otherwise provided or made available to Comeet, by or on behalf of Customer. “Content” means any text, data, information, reports, files, images, graphics, software code, or other content.
5.1 Careers Website Functionality. By making use of Comeet’s Solution with respect to the hosted careers website and careers API widgets, and any other functionality or service that Comeet decides to offer in this regard (the “Careers Website Functionality”), Customer hereby acknowledges that the Careers Website Functionality uses the cookies described in the document provided here. Customer is solely and fully responsible to determine any and all legal requirements that apply to Customer and its website with respect to the use of the Careers Website Functionality’s cookies, including, without limitation, to publish a cookie notice and/or to obtain consent of the visitors of the website. If Customer is required to comply with cookie-related rules and regulations, Customer must use its own website, and not the hosted careers website, and Customer must implement Comeet’s careers API widgets as well as tools within its own website as necessary to comply with any cookie-related requirements under applicable law relevant to Customer. The foregoing shall not be used as, and/or considered, legal advice. Customer should contact its attorney to seek legal advice with respect to cookie-rules under applicable laws.
5.2 Consent and Notices. Customer hereby represents, warrants and covenants that when making use of the Solution Customer will (i) provide all appropriate notices and policies, (ii) obtain any and all required consents, authorizations and/or have any and all ongoing legal bases, and (iii) comply at all times with any and all applicable privacy and data protection laws and regulations, for allowing Comeet to use and process the data (including, personal data) in accordance with these Terms (including, without limitation, the provision of such data to Comeet (or access thereto) and the transfer of such data by Comeet to its Affiliates, subsidiaries and subcontractors, including transfers outside of the European Economic Area), for the provision of the Solution and the performance of these Terms. To the extent that Customer needs a data processing agreement, Customer shall download the Comeet’s Data Processing Agreement (“DPA”) available here and return it signed to Comeet as described therein. In the event that Customer fails to comply with any data protection or privacy law or regulation, and/or any provision of the DPA, and/or fail to return an executed version of the DPA to Comeet, then to the maximum extent permitted by law, Customer shall be solely and fully responsible and liable for any such breach, violation, infringement and/or processing of personal data without a DPA between Customer, Comeet and its Affiliates and subsidiaries.
5.4 Options and capabilities. The Solution provides Customer with a set of general options, features and capabilities (for example, the retention period of the personal data). Since the Solution is available worldwide, Comeet does not and cannot guarantee that the way the Customer uses, implements and/or chooses any option, feature, service, solution or capability is or will be compliant with applicable laws (including, privacy, spam, security and/or employment laws) that apply to Customer, the candidates and/or any other data subjects in Customer’s use of the Solution. Customer must choose each option, feature, service, solution or capability carefully and ensure that it complies with all applicable laws. Each such choice of Customer will be deemed an instruction to Comeet for privacy purposes.
6. Third Party Services
The Solution may enable Customer to integrate, or to otherwise grant data access (including, without limitation, the personal data processed) to, third party integrations, plugins, and services (collectively, “Third Party Services”). Customer's use of the Third Party Services feature is subject to, and governed by: (a) the then-current Terms for Integrating with Third Party Service, currently available here (“Third Party Services Terms”), and the Third Party Services Terms are hereby incorporated herein by reference; and (b) the applicable terms and conditions and policies of the third party providing the Third Party Services. The type of such information provided, as well as the manner in which the Third Party Services uses, stores, and discloses such information, is governed solely by the terms and conditions and policies of the third party providing the Third Party Services, and Comeet shall have no liability or responsibility for the privacy practices or other actions of such third parties. Comeet enables such Third Party Services merely as a convenience, and the availability of such Third Party Services does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Comeet of such Third Party Services or third party, nor any affiliation between Comeet and such third party. Comeet shall have no obligation or liability of any kind whatsoever for a Third Party Service or for the third party's policies, practices, actions, or omissions. Third Party Services may be replaced, disabled, or re-enabled at any time and at Comeet’s sole decision and discretion. If the Customer uses Third Party Services, such use is and shall be at all times at the Customer’s sole and exclusive discretion and responsibility. Customer agrees to (and hereby does) defend, indemnify and hold Comeet harmless, and expressly releases Comeet, from any and all responsibility or liability arising from Third Party Services. Comeet shall not be liable for the actions or omissions of Third Party Services.
7. API Terms
7.1 General. Subject to these Terms and the API’s technical restrictions and limitations, Comeet may enable Customer to use the API in order to: (i) access certain Customer Content through the Solution; (ii) transfer and make available through the Solution certain data or information submitted or provided by Customer; and/or (iii) update, modify and/or delete certain Customer Content. Customer may access and use the API only for the purposes that Comeet has specified for each API, as published from time to time on this webpage. In addition, the use of the API is subject to prior testing by Customer to ensure that the API fits the Customer’s application and that such use will not adversely impact Customer’s applications or its end-users. It is hereby agreed that Customer is solely responsible for all costs, expenses, losses and liabilities incurred and for any and all activities Customer undertakes in connection with the use of the API. Comeet has no responsibility or liability, regarding Customer’s reliance upon, or use of the API and the actions or omissions that Customer takes (or refrains from taking) in connection with the API, or any consequences resulting therefrom. If Comeet receives notice of any failure or malfunction of any API, or if Comeet becomes aware of any such situation, Comeet will use commercially reasonable efforts to regain the API’s availability as soon as practicable possible. Notwithstanding anything to the contrary, such incidents will not, and shall not, be considered a breach of these Terms.
7.2 Restrictions. Customer must strictly follow and adhere to the API guidelines and instructions that Comeet may convey with respect to each API, and Customer shall use the API only if the resulting use adds significant and primary functionality over and above the features of the API that Customer integrates, includes or combines. Customer may not use the API for any activity that constitutes, or encourages conduct that would constitute, a criminal offense, gives rise to civil liability or otherwise violates any applicable law, including, without limitation, laws related to export control, spamming, privacy, intellectual property, computer access, consumer and child protection, obscenity or defamation, or in any manner that is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous or similarly offensive, or intended to be such.
7.3 Changes. Comeet may, at any time and in its sole discretion, discontinue, change, update, modify and/or terminate the operation of the API, or any part thereof, temporarily or permanently, for all users, or for certain users, without any liability to Customer. Comeet may, at its sole discretion, but without being obligated to do so, program updates, modifications, adaptations, improvements, and/or enhancements to the API, or any of its features, user interfaces, designs or any other aspect related to it. Comeet may do so without being obligated to provide Customer notice thereof. If Comeet enhances the API to include new or additional features or capabilities, Comeet reserves the right to amend the relevant terms, including, these Terms. Such updates, modifications, adaptations, improvements, or enhancements to the API may cause errors, glitches or malfunctions in the API’s interoperability with interfacing components. Customer will have no plea, claim or demand against Comeet, and Comeet will have no liability to Customer, for any such interoperability issues.
7.4 Technical Support. During the term of these Terms, Comeet, either directly or with the assistance of third parties, will endeavor to provide Customer with technical support for technical questions, problems and inquiries regarding the API, on Comeet’s business days and during its business hours, and pursuant to Comeet’s then-applicable support scheme, hours and channels. Comeet will attempt to respond to Customer’s technical questions, problems and inquiries within a reasonable time. However, Comeet may decline to provide such support for matters that Comeet deems, in its sole discretion, to require unreasonable time, effort, costs or expenses, and Comeet makes no warranties to any specific response-time or to the successful or satisfactory resolution of the question, problem or inquiry. For the purpose of Comeet’s provision of technical support for Customer’s technical questions, problems and inquiries, Customer will cooperate, and work closely with Comeet to reproduce malfunctions, including conducting diagnostic or troubleshooting activities, as Comeet reasonably requests.
8. Reports and Analytics
The Solution may provide Customer with access to online data, reports and analyses regarding the performance of Customer’s business, its candidates’ performance with respect to the Solution and other information about recruiting activities and data. Reports and analytics may be processed and/or performed by Comeet and/or by its vendors or subcontractors, which are obliged to keep the data shared by Comeet in confidence. During the term of these Terms, such online data, reports and analysis will be available to Customer, and Customer will be able to extract a copy of those reports supported by Comeet Solution, from the Customer account. Customer hereby agrees and acknowledges that Comeet will not be liable for any unavailability, incompleteness or inaccuracy, temporary or otherwise, of any reports, data or information provided via Comeet Solution.
9. Representations and Warranties
Customer represents and warrants that Customer: (i) will use the Solution only in accordance with applicable law, guidelines and/or regulations on employee selection procedures and the equal employment opportunity to help avoid cultural bias and unfair discrimination and to make certain that only job-related selection techniques are used in hiring job applicants, and (ii) shall not use the Solution to transmit or view any information or material that (a) is libelous, defamatory, obscene, racist or otherwise offensive, or (b) infringes the intellectual property, moral, publicity or privacy rights and/or any other rights of any third party. Customer further represents and warrants that Customer has full authority to enter into these Terms, and that the provision of the Solution and associated services hereunder will not violate any other of Customer’s contractual or other obligations.
10. Payment; Payment Terms
10.1 Fees. Customer agrees to pay Comeet the fees and other charges set forth in the Order (the “Fees”).
10.2 Payment Terms. Unless expressly stated otherwise in the Order or these Terms: (a) all Fees are stated, and are to be paid, in US Dollars; (b) all Fees are shall be paid in advance at the commencement of each billing cycle (except for Fees for overages, which are charged in arrears); (c) all payments and payment obligations under these Terms are non-refundable, and are without any right of set-off or cancellation; (d) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per month or the highest amount permitted by applicable Law; and (e) Comeet shall be entitled to issue invoices (and any associated reporting) and billing notices via email to the applicable Customer contact email address specified in the Order and/or via a functionality of the Solution. Customer shall make payments hereunder free and clear, and without deduction or withholding, except as required by law. If Customer is required by law to make any deduction or withholding, Customer 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.
10.3 Changes. If Comeet introduces new functionalities (whether a service, product functionality and/or API) and/or enhances the Solution to include new or additional features or capabilities, Comeet reserves the right to amend the relevant terms, including these Terms, the Comeet Additional Service Terms and the applicable Fees charged for the Solution and obtain Customer’s consent to such amendments.
11.1 Except as may be otherwise agreed by the parties, at any time during the Term and for twelve (12) months thereafter (the “Restricted Period”), Customer shall not (without prior written consent of Comeet) directly or indirectly (including via Customer’s Affiliate or Associated Person) solicit or attempt to solicit any employee, officer, director, executive, consultant or independent contractor of Comeet (each, a “Restricted Person”) to terminate his, her or its relationship with Comeet; provided, that the foregoing will not prohibit general advertisements for employment not specifically directed towards Restricted Persons of Comeet.
11.2 The parties agree that in the event of a breach by Customer of its obligations under this Section 11, Comeet will be entitled to liquidated damages in the amount of US$ 40,000 for each Restricted Person concerned, as full and exhaustive compensation for any and all damage to Comeet resulting from such breach. The aforesaid liquidated damages shall be Comeet’s sole remedy in connection with any such breach.
11.3 As used herein, “Associated Person” in relation to either party, means any director, employee, officer, consultant or representative of such party or its Affiliate.
12.1 General. Either party may disclose or otherwise make available Confidential Information under these Terms and shall, in doing so, be referred to as the “Discloser” hereunder. The other party when receiving Confidential Information shall be referred to as the “Recipient”. For the avoidance of doubt, disclosures by, to, or between the parties’ respective Affiliates shall also be deemed Confidential Information and be subject to these Terms. “Affiliate” means, with respect to either party, any person, organization or entity controlling, controlled by, or under common control with, such party, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, organization or entity, whether through the ownership of voting securities or by contract or otherwise.
12.2 Definition of Confidential Information. “Confidential Information” means all information disclosed by one party to the other party, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and/or the circumstances of disclosure, and includes business plans, marketing plans, materials, technologies, technical information, product and service plans and designs, and business processes disclosed by Discloser, as well as improvements, patents (whether pending or duly registered), trade secrets and any know-how related thereto, relating to the disclosing party, and information learned by the receiving party from the disclosing party through the inspection of the disclosing party’s property, that relates to disclosing party’s products, designs, business plans, business opportunities, finances, research, development, know-how, personnel or third-party confidential information. Notwithstanding anything to the contrary, the Solution and all related services, any written reports, certifications and all information in respect thereof (including, without limitation, all information regarding the performance or methods of operation of the Solution, and any results of any benchmark tests performed with respect to the Solution) are the Intellectual Property and Confidential Information of Comeet.
12.3 Exclusions. Confidential Information shall not include any information that: (a) is lawfully known by the Recipient at the time of disclosure, on a non-confidential basis; (b) is or becomes, through no fault of the Recipient, available to the general public; (c) is independently developed by the Recipient without use or reference to Confidential Information; or (d) is rightfully disclosed to Recipient on a non-confidential basis by a third party.
12.4 Safeguarding; Non-Disclosure. The Recipient shall not use the Confidential Information for any purpose, except to perform its obligations under these Terms. To maintain the confidentiality of the Discloser's Confidential Information, Recipient agrees to use the same degree of care it employs for the protection of its own Confidential Information (and in any event, a reasonable degree of care), and to procure that all such measures and safeguards are taken by its Representatives (defined below). Recipient shall not disclose or make available any Confidential Information to any person other than to its Representatives (defined below) who have a strict need to know the Confidential Information for the purpose of Recipient performing its obligations under these Terms, and who are bound to the Recipient by an agreement of confidentiality that contains substantially the same confidentiality obligations contained in these Terms (or by comparable fiduciary or professional duties of confidentiality). “Representatives” means Recipient's and/or its Affiliates’ directors, officers, employees, professional advisors (including, without limitation, attorneys, financiers, and accountants), contractors, and agents.
12.5 Compelled Disclosure. Recipient may disclose Confidential Information to the minimum extent required by a Legal Requirement; provided, however, that before Recipient does so disclose such Confidential Information, it shall, to the extent legally permitted, use reasonable endeavors to give the Discloser as much notice of such disclosure as possible and reasonably assist Discloser in seeking a protective order or other appropriate remedy. As used herein, “Legal Requirement” means (a) an order of any court of competent jurisdiction, any regulatory, judicial, governmental or similar body, or any taxation authority of competent jurisdiction, (b) the rules of any listing authority or stock exchange on which its shares or those of any of its Affiliates are listed or traded, and/or (c) the laws or regulations of any country to which its affairs or those of any of its Affiliates are subject.
13. Disclaimer of Warranties
13.1 THE SOLUTION, ANY SERVICES HEREUNDER, ANY BETA FEATURE OR FUNCTIONALITY, ANY REPORTS OR OUTPUT GENERATED BY THE SOLUTION, AS WELL AS THE API, SDK AND ANY OTHER GOODS AND SERVICES PROVIDED OR MADE AVAILABLE BY OR ON BEHALF OF COMEET HEREUNDER (COLLECTIVELY, THE “COMEET MATERIALS”) ARE PROVIDED AND MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL DEFECTS, AND ALL EXPRESS, IMPLIED AND STATUTORY CONDITIONS AND WARRANTIES (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET POSSESSION, NON-INFRINGEMENT, OR QUALITY OF SERVICE, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR USAGE OF TRADE) ARE HEREBY DISCLAIMED BY COMEET AND/OR ITS LICENSORS. CUSTOMER’S USE OF THE SOLUTION, INCLUDING THE API AND/OR THE SDK, IS AT ITS SOLE RISK, AND CUSTOMER BEARS ALL RESPONSIBILITY FOR ANY DECISIONS MADE AS A RESULT OF ANY USE OF, OR RELIANCE UPON, THE SOLUTION.
13.2 COMEET DOES NOT MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION: (A) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, TIMELINESS, COMPLETENESS, OR QUALITY OF COMEET MATERIALS; (B) THAT CUSTOMER'S USE OF COMEET MATERIALS WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE OR THAT COMEET MATERIALS WILL ALWAYS BE AVAILABLE, FREE FROM OMISSIONS OR MALFUNCTIONS; (C) REGARDING THE OPERATION OF ANY CELLULAR NETWORKS, THE PASSING OR TRANSMISSION OF DATA VIA ANY NETWORKS OR THE CLOUD, OR ANY OTHER CELLULAR OR DATA CONNECTIVITY PROBLEMS; OR (D) REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY LAWS, REGULATIONS, OR OTHER GOVERNMENT OR INDUSTRY RULES OR STANDARDS. COMEET WILL NOT BE LIABLE OR OBLIGATED IN RESPECT OF DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO HOSTING PROVIDERS OR PUBLIC NETWORKS.
13.3 Without limiting the generality of the foregoing, the Solution may use algorithms such as matching algorithms to rank candidates, sort candidates and make recommendations in regard to candidates’ fitness for a given position. Customer should not and shall not rely solely on these tools and shall involve human review of the candidate to take account of factors other than merely the Solution’s proposed ranking of the candidate. Comeet is not responsible for any decisions the Customer makes based on these tools.
Customer 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 Customer’s obligations, representations or warranties, or (b) Customer’s use of the Solution, except to the extent the foregoing was caused by the gross negligence or intentional misconduct of Comeet. If Comeet seeks indemnification pursuant to the foregoing, Comeet shall provide Customer 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 Customer’s cost and expense; and (iii) exclusive control over the defense or settlement of such indemnifiable claim, provided, however, that Comeet may settle or reach compromise on any such claim without Customer’s consent, if and to the extent such settlement or compromise does not impose any liability (monetary, criminal or otherwise) on Customer. Comeet will have the right to participate, at its own expense, in the defense (and related settlement negotiations) of any indemnifiable claim with counsel of Comeet’s own choosing.
15. Limitation of liability
15.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY BETWEEN THE PARTIES AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SECTION SETS OUT COMEET’S TOTAL LIABILITY TO THE CUSTOMER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, AND ALL OTHER LIABILITY OF COMEET TO THE CUSTOMER IS HEREBY EXCLUDED. IN NO EVENT SHALL COMEET, ITS AFFILIATES, OR LICENSORS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS, FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, BUSINESS, OPPORTUNITY, REVENUE, CONTRACTS, ANTICIPATED SAVINGS, OR WASTED EXPENDITURE; (C) ANY LOSS OF, OR DAMAGE OR INTERRUPTION TO, DATA, NETWORKS, INFORMATION SYSTEMS, REPUTATION, OR GOODWILL; (D) ANY LOSS OF USE OR DOWNTIME, LOSS OF PROFITS, SAVINGS OR REVENUES, LOSS OF GOODWILL, LOSS OF BUSINESS AND LOSS OF OR CORRUPTION TO DATA. FOR THE AVOIDANCE OF DOUBT, NONE OF THE TYPES OF LOSS REFERRED TO IN THE PRECEDING SENTENCE SHALL CONSTITUTE DIRECT LOSS FOR THE PURPOSES OF THESE TERMS; AND/OR (E) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.
15.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY BETWEEN THE PARTIES AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMBINED AGGREGATE LIABILITY OF COMEET AND ITS AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO COMEET UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY.
15.3 THE EXCLUSIONS AND LIMITATIONS OF LIABLITY IN SECTIONS 15.1 AND 15.2 SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF A PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, MISREPRESENTATION, RESTITUTION, OR OTHERWISE. THE FOREGOING EXCLUSIONS AND LIMITATION SHALL NOT APPLY TO ANY FRAUD OR WILLFUL MISCONDUCT.
16. Term and Termination
16.1 Term of these Terms. These Terms become effective commencing on the Effective Date and, unless terminated in accordance herewith, shall continue for the duration of the Subscription Term (defined below). Notwithstanding the foregoing, in the event Customer has first accessed or used the Solution prior to such Effective Date, then the Effective Date shall be the day that Customer first uses the Solution.
16.2 Renewals. Unless specified otherwise in the Order, upon expiration of the initial Subscription term specified in the Order (the “Initial Subscription Term”), the Order and Subscription shall automatically renew for successive renewal terms of twelve (12) months each (each a “Renewal Subscription Term”, and together with the Initial Subscription Term, the “Subscription Term”), unless either party notifies the other party in writing that it chooses not to renew (“Non-Renewal Notice”); provided, however, that the Non-Renewal Notice is given at least sixty (60) days prior to the end of the then-current Subscription Term. At the commencement of each Renewal Subscription Term, Company shall be entitled to invoice Customer for the applicable Fees therefor. The Fees set out in the Order for the Subscription Term just ended shall be revised upwards by eight percent (8%) upon the commencement of each Renewal Subscription Term. In the event that the number of Customer’s full time employees (including contractors) increases upon the commencement of a Renewal Subscription Term (“Employee Range Increase”), as notified in writing to Comeet by Customer or based on any publicly available data, the invoice that Comeet sends to Customer at the commencement of each Renewal Subscription Term will reflect such Employee Range Increase.
16.3 Termination. These Terms may be terminated as follows:
16.3.1 In accordance with any termination rights specified in the Order;
16.3.2 Comeet may terminate these Terms by written notice to Customer if Customer has materially breached any provision of these Terms or if Comeet has reason to believe Customer is making illegal use of the Solution. Customer may terminate these Terms by written notice to Comeet in the event that: (a) Comeet has materially breached these Terms and fails to cure such breach within thirty (30) days after receiving written notice from Customer; or (b) Comeet has materially amended these Terms, and such amendments are adversely or disproportionately impactful on the Customer rights under these Terms, and Customer does not wish to accept the changes; and/or
16.3.3 Either party may terminate these Terms upon written notice to the other party upon the occurrence of any of the following events in respect of such other party: (i) a receiver is appointed for the other party or its property, which appointment is not dismissed within sixty (60) days; (ii) the other party makes a general assignment for the benefit of its creditors; (iii) the other party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, which proceedings are not dismissed within sixty (60) days; or (iv) the other party is liquidating, dissolving or ceasing normal business operations.
16.4 Suspension. Comeet reserves the right to temporarily suspend provision of the Solution and/or the API, without prior notice: (a) if Customer is seven (7) days or more overdue on a payment; (b) if Comeet deems such suspension necessary as a result of Customer’s actual or suspected breach of these Terms (such as a breach under Section 3 (Restrictions)); (c) if Comeet reasonably determines suspension is necessary to avoid material harm to Comeet, to its other customers, or to the Solution, including the API and/or SDK, or if the Solution's and/or the API’s or SDK's cloud infrastructure is experiencing denial of service attacks or other attacks or disruptions outside of Comeet’s control; (d) if Comeet, at its sole discretion, believes that Customer has engaged in fraudulent or abusive use, or misuse, of the Solution, including the API and/or SDK; (e) for periodic maintenance or similar purposes, without any liability to Customer; or (f) as required by law or at the request of governmental entities.
16.5 Effect of Termination; Survival. Upon termination of these Terms for any reason: (a) the Subscription shall automatically terminate; (b) Customer shall cease all access and use of the Solution, including the API and SDK, and shall uninstall and permanently delete all copies of the Solution, including the API and SDK, and certify in a signed writing that it has done so; (c) Customer will not be entitled to any refunds of any amounts payable hereunder; and (d) Customer shall pay any outstanding Fees and other charges that accrued as of the effective date of termination, which shall become immediately due and payable, and, if necessary Comeet shall issue a final invoice therefor. However, in the event of termination by Customer due to Comeet’s material breach, or due to Comeet materially amending these Terms, as stated above, the Customer will be entitled to a pro rata refund of amounts it has paid in advance for the unused portion of the term of these Terms that follows the effective date of termination. Within seven (7) days after termination of these Terms, Comeet will provide Customer with: (A) Excel files with (i) a list of 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 submitted by candidates. Customer acknowledges that following termination it will have no further access to any Customer Content within the Solution and/or the API, and that Comeet may (but shall not be obligated to) delete any Customer Content as may have been stored by Comeet at any time; provided, however, that in such case, Comeet may keep a limited back-up containing the data for disaster recovery purposes. Sections 4 (Intellectual Property), 12 (Confidentiality) through 16 (Term and Termination), 17 (Publicity) and 16 (Miscellaneous) shall survive termination of these Terms, as shall any right, obligation or provision that is expressly stated to so survive or that ought by its nature to survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.
Comeet may use Customer’s name and logo on Comeet’s website and in its promotional materials to state that Customer is a customer of the Solution; provided that Customer may ask Comeet to remove its name and logo at any time, in which case Comeet shall remove any such reference to Customer. Moreover Comeet may ask Customer to provide a quote from one of Customer’s executives about the Solution and to create or participate in a case-study, for publication in Comeet’s marketing materials, such as its website. For the avoidance of doubt, use and publication of such quotes and case-study shall be at Comeet's sole discretion.
18.1 Entire Agreement. These Terms represent the entire agreement of the parties with respect to the subject matter hereof, and supersede and replace all prior and contemporaneous oral or written understandings and statements by the parties with respect to such subject matter. In entering into these Terms, neither party is relying on any representation or statement not expressly specified in these Terms. Customer shall include the Order reference/number in any purchase order issued to Comeet. The section and subsection headings used in these Terms are for convenience of reading only, and shall not be used or relied upon to interpret these Terms. These Terms may be executed in any number of counterparts (including digitally, electronically scanned and e-mailed PDF copies, and any similarly signed and electronically or digitally transmitted copies) each of which will be considered an original, but all of which together will constitute one and the same instrument.
18.2 Assignment. These Terms may not be assigned by Customer, in whole or in part, without Comeet’s prior express written consent. Comeet may assign these Terms, in whole or in part, without restriction or obligation. Furthermore, any Comeet obligation hereunder may be performed (in whole or in part), and any Comeet right (including invoice and payment rights) or remedy may be exercised (in whole or in part), by an Affiliate of Comeet. Any prohibited assignment will be null and void. Subject to the provisions of this Section (Assignment), these Terms will bind and inure to the benefit of each party and its respective successors and assigns.
18.3 Governing Law; Jurisdiction. These Terms shall be governed by, and construed in accordance with, the laws of the State of New York, USA without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods, as well as the Uniform Computer Information Transactions Act (UCITA) (regardless of where or when adopted), shall not apply to these Terms and are hereby disclaimed. Any claim, dispute or controversy between the parties will be subject to the exclusive jurisdiction and venue of the courts located in New York County, New York, USA, and each party hereby irrevocably submits to the personal jurisdiction of such courts and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, each party may seek equitable relief in any court of competent jurisdiction. EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY. EXCEPT TO SEEK EQUITABLE RELIEF, PAYMENT OF FEES, OR TO OTHERWISE PROTECT OR ENFORCE A PARTY'S INTELLECTUAL PROPERTY RIGHTS OR CONFIDENTIALITY OBLIGATIONS, NO ACTION, REGARDLESS OF FORM, UNDER THESE TERMS MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER THE DATE ON WHICH THE CORRESPONDING LIABILITY AROSE. Any claims or damages that Customer may have against Comeet shall only be enforceable against Comeet, and not any other entity or Comeet’s officers, directors, representatives, employees, or agents.
18.4 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of these Terms shall remain in full force and effect; and (b) the parties agree that the court making such determination shall have the power to limit the provision, to delete specific words or phrases, or to replace the provision with a provision that is legal, valid and enforceable and that most closely approximates the original legal intent and economic impact of such provision, and these Terms shall be enforceable as so modified in respect of such jurisdiction. In the event such court does not exercise the power granted to it as aforesaid, then such provision will be ineffective solely as to such jurisdiction, and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
18.5 Waiver and Remedies. No failure or delay on the part of either party in exercising any right or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing, duly signed by the waiving party, and will be valid only in the specific instance in which given. Except as may be expressly provided otherwise in these Terms, no right or remedy conferred upon or reserved by either party under these Terms is intended to be, or will be deemed, exclusive of any other right or remedy under these Terms, at law, or in equity, but will be cumulative of such other rights and remedies.
18.6 Relationship. The relationship of the parties is solely that of independent contractors, neither party nor its employees are the servants, agents, or employees of the other, and no exclusivities arise out of these Terms. Nothing in these Terms shall be construed to create a relationship of employer and employee, principal and agent, joint venture, franchise, fiduciary, partnership, association, or otherwise between the parties. Neither party has any authority to enter into agreements of any kind on behalf of the other party and neither party will create or attempt to create any obligation, express or implied, on behalf of the other party.
18.7 Force Majeure. Neither party shall have any liability for any performance (excluding payment obligations) under these Terms that is prevented, hindered, or delayed by reason of an event of Force Majeure (defined below). The party so affected shall be excused from such performance to the extent that, and for so long as, performance is prevented, interrupted, or delayed by the Force Majeure. If and when performance is resumed, all dates specified under these Terms shall be automatically adjusted to reflect the period of such prevention, interruption, or delay by reason of such Force Majeure. For purposes of these Terms, an event of “Force Majeure” shall be defined as: (a) fire, flood, earthquake, explosion, pandemic or epidemic (or similar regional health crisis), or act of God; (b) strikes, lockouts, picketing, concerted labor action, work stoppages, other labor or industrial disturbances, or shortages of materials or equipment, not the fault of either party; (c) invasion, war (declared or undeclared), terrorism, riot, or civil commotion; (d) an act of governmental or quasi-governmental authorities (including, without limitation, lockdowns); (e) failure of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, shortage of adequate power or transportation facilities; and/or (f) any matter beyond the reasonable control of the affected party. Notwithstanding the foregoing, Customer shall not be entitled to use, or rely on, this Section (Force Majeure) in connection with any Customer breach of the Subscription and/or of Comeet’s Intellectual Property Rights. For the avoidance of doubt, any problems relating to hosting of the Solution and/or the API by a third party is beyond the reasonable control of Comeet.
18.8 Customer Resources. Except for the Solution, Customer shall be solely responsible: (a) for providing all hardware, software, systems, assets, facilities, and ancillary goods and services needed for Customer to access and use the Solution; (b) for ensuring their compatibility with the Solution; and (c) for obtaining (and maintaining) all consents and licenses necessary to exercise Customer's rights under the Subscription. In the event Comeet is legally or contractually required to modify or replace features or functionalities of the Solution in order to ensure the Solution complies with the terms of service or privacy policies of various platforms, networks and/or websites, Customer shall be responsible for making all necessary changes to Customer’s hardware, software, systems, assets, and facilities in order to continue using the Solution.
18.9 Export Compliance. Customer shall not transfer, export, re-export, import, re-import or divert the Solution in violation of any export control laws, and shall not transfer, export, re-export, import, re-import or divert any the Solution to Lebanon, Syria, Iran, Iraq, Sudan, Yemen, Cuba, or North Korea (or other countries specifically designated in writing by Comeet from time to time). In the event of a breach under this Section (Export Compliance), Customer agrees to indemnify and hold harmless Comeet and all its Affiliates (and their respective directors, officers, and employees) for any fines and/or penalties imposed upon them (or such persons) as a result of such breach.
18.10 Notices. Except as may be specified otherwise in these Terms, all notices, consents, or other communications provided for in connection with these Terms shall be in writing, and shall be deemed given as follows: (a) when received, if personally delivered; (b) the second business day after mailing, when mailed via either U.S. mail or registered or certified mail with postage prepaid and return receipt requested; (c) upon delivery confirmation, when delivered by nationally recognized overnight delivery service (“Courier”); (d) the second business day after sending confirmed by facsimile; (e) the first business day after sending by email. Notwithstanding the foregoing, Customer agrees that Comeet may also give Customer notices via Customer's Solution account and/or via postings on or through the functionality of the Solution (and such notices shall be deemed given immediately). Notices by Customer to Comeet must be given by Courier or registered mail to: 244 Fifth Avenue, Suite 2729 New York, NY 10001.
Terms of Service – version 1.8