This terms of service agreement (this “Agreement”) constitutes a legal agreement between IDK Labs, Inc. d/b/a Resource (“Resource” or “Us” or “we”) and you and it governs your use of the tools and services offered through resource.io, including any subdomains and Resource browser extensions (collectively, the “Service(s)”).

If you access or use the Services, you are accepting to do so on the terms of this agreement.

This Agreement is effective May 25, 2018.

IMPORTANT NOTE: THIS AGREEMENT CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES SO YOU SHOULD READ IT CAREFULLY BEFORE USING THE SERVICES. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM (“OF”) THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.

IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY, YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.

1. Getting Started

   1. Creating an Account. You must create a Resource account at http://www.resource.io to use the Services. You are responsible for the information you provide to create the account, the security and your passwords for the account, and for any use of the account. If you become aware of any unauthorized use of your password or your account, you will notify Resource as promptly as possible. All financial information you provide to create your account is held by Resource’s payment gateway provider employing industry standard protections.
   2. Services Overview. The Services include access to the tools, software, browser extensions and a dashboard found at resource.io and its subdomains.

2. Free Trials

   1. Trials. Resource may, at its discretion, offer you a free trial of the Services for evaluation purposes (a “Trial”). While Resource may, but has no obligation to, provide reasonable support in connection with the use and operation of the Services during the Trial, Trials are provided ‘as is’ without any warranty or support obligation of any kind.
   2. Trial Data. Any data you provide for processing during your Trial may be deleted by Resource at the end of the Trial period unless you purchase a subscription for the Services or export such data before the end of the Trial.

3. Subscription Terms

   1. Subscriptions. You may subscribe to the Services by creating an account at resource.io. Unless otherwise specified by Resource, Services are purchased as yearly subscriptions, and fees may vary depending on the number of users seats used by you.
   2. Service Period and Renewals. Services purchased will be provided to you for the period selected during signup or as indicated in the OF (the “Subscription Term”), and will automatically renew unless and until your subscription is terminated pursuant to Sections 3.3 or 3.4 below.
   3. Termination by you. Unless otherwise indicated in the OF, If you wish to terminate your subscription, you may do so by providing Resource at least 30 days’ advance written notice to terminate. Termination will take effect on the latter of: (i) the last day of the current Subscription Term, and (ii) thirty (30) days after Resource receives the notice of termination.
   4. Service Suspension or Termination. Without limiting other remedies, Resource may limit, suspend, or terminate your use of the Services if any outstanding fees owed are more than 10 days past due, if Resource believes you are in breach of this Agreement, or if you are creating legal liabilities (actual or potential) or acting inconsistently with respect to Resource’s policies, as determined in Resource’s sole discretion.
   5. No Liability upon Termination. Upon termination or expiration of this Agreement, your access to the Services will terminate and Resource will not be liable for any damage caused by your loss of access to the Services.
   6. Usage Limits. Services and Content are subject to usage limits, including, for example, the quantities specified in an OF. Unless otherwise specified, (a) a quantity in an OF refers to Users, and the Service or Content may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) except as set forth in an OF, a User seat may only be reassigned to a new individual replacing one who will no longer use the Services.

4. Licenses and Proprietary Rights

   1. License Grant. Subject to the terms of this Agreement and payment of the applicable fees, Resource grants you a limited, non-sublicensable, non-transferable license and right to use the Service for the purposes as indicated in this Agreement. Any software or service provided to you is licensed; not sold.
   2. License Restrictions. You will use the Services solely as contemplated in this Agreement and will not license, sublicense, sell, resell, lease, transfer, assign, distribute, timeshare or otherwise make the Service available to any third party. You will not: (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service except to the extent expressly agreed upon in writing by you or to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) directly or indirectly circumvent any user limits or other use restrictions that are built into the Services; (c) access the Services in order to (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Services.
   3. Restrictions on Use of the Services. You will not: (a) use, or permit the use of, the Services for an illegal purpose, criminal offence, intellectual property infringement, harassment (including annoying or offensive transmissions), or in a manner that would cause interference with network operations, (b) attempt to bypass Resource’s network, or rearrange, disconnect, remove, repair or otherwise interfere with any Services or facilities; and (c) remove any proprietary notices, labels, or marks from the Service or modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available through the Services nor use any of the foregoing except for the specific purpose for which such intellectual property is made available to you.
   4. Lawful purposes. You will at all times comply with any and all laws, policies and regulations that may apply to the use of the Services in your country, including applicable rules that govern the export or import of software. In this respect you may not, without limitation (i) use the Services to manage any illegal operations, (ii) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the technology underlying the Services, (iii) send any unsolicited commercial communication not permitted by applicable law; and (iv) endanger any part of any system or Internet connection of Resource or any third party.
   5. Exclusive Ownership. Except for the rights and licenses explicitly granted in herein, you acknowledge and agree that any and all intellectual property (“IP”) rights to or arising from the Services are and will remain the exclusive property of Resource and its licensors. Nothing in this Agreement intends to transfer or vest any such IP rights to in you. You are only entitled to the limited use of the IP granted to you in this Agreement and agree to not take any action that may jeopardize, limit or interfere with the IP.
   6. Content. You understand and agree that any content on or provided by the Service, including without limitation, candidate information, email templates, candidate data, and analytics, etc. (collectively, the “Content”) is owned by Resource, and Resource may use Content (that is not specific to you) in any manner it wishes, including with its other users or for its own business purposes. Resource hereby grants you a limited, non-exclusive license to use the Content as intended per this Agreement only throughout the Subscription Term; provided, such license will expire automatically at the expiration of this Agreement or the Subscription Term for any reason.
   7. User Submissions. The Services may allow you to submit, store, send or receive content. You retain ownership of any intellectual property rights that you hold in such submissions (“User Submission(s)”) For clarity, a “User Submission” does not include content you upload, submit, store, or send to the Service which is then enhanced, altered, modified or made into a derivative work by Resource.
   8. When you submit, store, send or receive User Submissions to or through the Services, you give Resource (and those we work with) a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, enhancements, adaptations or other changes we make so that your content works better with our Services), communicate, publish, publicly perform, publicly display and distribute such User Submissions. The rights you grant in this license are for the limited purpose of operating, promoting, and improving the Services, and to develop new ones. You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, and this license continues even if you stop using the Services.
   9. Please note that all of the previous licenses are subject to the Resource Privacy Policy
   10. Confidentiality; Privacy. Resource is committed to respecting your privacy and the confidentiality of your personal data. Resource employs appropriate administrative, technical, and physical security measures to protect your data (including any personal information). Any personal information you provide to Resource will be used only in accordance with our Privacy Policy.

5. Payment Terms

   1. Fees. Your access to and use of the Services is subject to your payment of the applicable fees due for the Services selected by you (“Fees”), as indicated in an OF or on resource.io. Payments are due (i) as set forth in the OF or invoice; or (ii) if no invoice has been provided to you, monthly in advance. FEES ARE NON-REFUNDABLE.
   2. Payments. If you are paying by credit card, you authorize us to charge your credit card or bank account for all Fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. If you are paying by invoice, Resource will invoice you at the beginning of the Subscription Term and at the beginning of each subsequent billing period, and all amounts invoiced are due and payable upon receipt unless otherwise specified in the OF. You agree to: (i) keep the billing, credit card and payment information you provide to Resource or its suppliers or payment processors, including name, credit card number and expiry date, mailing address, email address and telephone number, accurate and up to date; (ii) promptly advise Resource if your credit card information changes due to loss, theft, cancellation or otherwise; (iii) be liable for your failure to pay any Fees billed to you by Resource caused by your failure to provide Resource with up to date billing information; otherwise, we may suspend the Services.
   3. Taxes. You are responsible for paying all governmental sales, use, value-added, commodity, harmonized and other taxes imposed on your purchase or use of the Services. To the extent Resource is required to collect such taxes, the applicable tax will be added to your billing account.

6. Modifications

   1. To the Services. Resource may change the Services, any Fees, amounts, charges (including one-time charges), and/or other aspect of any of the Services at any time upon reasonable notice to you by posting the change on resource.io and/or sending notice to the email address you provided on registration, a message on your invoice, or any other notice method likely to come to your attention. If you do not accept the change, your sole recourse is to terminate the Services. Your continued access to and use of the Services after the change has come into effect constitutes your acceptance of the change and you acknowledge and agree that: (i) you will be deemed to have accepted the change, with no additional written agreement or express acknowledgement required; and (ii) you will continue to be responsible to pay for the Services unless you terminate in accordance with this Agreement.
   2. To this Agreement. Resource may make changes to this Agreement, including any linked documents, from time to time. Unless otherwise noted by Resource, material changes to the Agreement will become effective 10 days after they are posted, except if the changes apply to new functionality in which case they will be effective immediately. If you do not agree to the revised Agreement, please stop using the Services. Resource will post any modification to this Agreement to this URL.

7. Technical Support

   1. Technical support. Resource will use commercially reasonable efforts to make the Services available except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond Resource’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Resource employees), or Internet service provider failures or delays.
   2. Maintenance Services. Resource may provide maintenance and/or upgrades to the Services (including software) from time to time to provide new features and improvements, bug fixes and error corrections, which may cause unexpected downtime. Resource will use best efforts to notify you of such maintenance and upgrades so you can plan accordingly. Training. Resource may, at its sole discretion, provide training on-request remotely by web-conference to you or your designated personnel at the rates agreed between you and Resource.

8. Indemnification, Liability and Warranties

   1. Indemnification. You will hold harmless and indemnify Resource and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.
   2. NO WARRANTIES. We provide the Services using a commercially reasonable level of skill and care and we hope that you will enjoy using them. But there are certain things that we don’t promise about our Services. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER RESOURCE NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS”. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.
   3. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER RESOURCE NOR ANY OF ITS AFFILIATES, LICENSORS OR SUBCONTRACTORS WILL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES (WHETHER ARISING FROM THIS AGREEMENT, RELATED TO THE SOFTWARE, OR TO ANY SERVICES PROVIDED TO YOU BY RESOURCE (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS)) FOR ANY INDIRECT, RELIANCE, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOSS OF OR DAMAGE TO DATA, BUSINESS INTERRUPTION, LOSS OF DATA, REPLACEMENT OR RECOVERY COSTS, OR OTHER COMMERCIAL OR ECONOMIC LOSS, WHETHER ARISING FROM CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY, EVEN IF RESOURCE (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS, SUBCONTRACTORS AND/OR DISTRIBUTORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. IN NO EVENT WILL RESOURCE’S (INCLUDING ITS LICENSORS AND SUBCONTRACTORS) AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE 6 MONTHS PRECEDING THE INCIDENT. THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY, NEITHER RESOURCE NOR ANY OF ITS LICENSORS WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO IMMEDIATELY CEASE USE OF SUCH SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.

9. Incorporation of Additional Terms

   1. Privacy Policy. You agree to abide by Resource’s Privacy Policy, which is hereby incorporated into this Agreement by reference and legally binding.
   2. Best Practices Policy. You agree to abide by Resource’s Best Practices Policy, which is hereby incorporated into this Agreement by reference and legally binding.
   3. Security Policy. You agree to abide by Resource’s Security Policy, which is hereby incorporated into this Agreement by reference and legally binding.
   4. Order Form. If you signed up for the Services via an OF, the terms of the OF are hereby incorporated into this Agreement by reference and are legally binding. If there is a conflict between any term of this Agreement and the OF, the terms of the OF will apply only to the extent of such conflict.

10. CONFIDENTIALITY; FEEDBACK

    1. Confidentiality. You acknowledge that, in the course of your relationship with Resource and in using the Services, you may obtain information relating to the Services and/or Resource (“Proprietary Information”). Such Proprietary Information will belong solely to Resource and includes, but is not limited to, the features and mode of operation of the Services, trade secrets, know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, benchmarks, software documents, and other technical, business, product, marketing and financial information, plans and data. In regard to this Proprietary Information:

       1. You will not use (except as expressly authorized by this Agreement) or disclose Proprietary Information without the prior written consent of Resource unless such Proprietary Information becomes generally publicly available without your breach of this Agreement.
       2. You agree to take reasonable measures to maintain the Proprietary Information and Services in confidence.
    2. Feedback. You may, at your discretion, provide feedback to Resource with respect to your testing of the Services (“Feedback”). Feedback may include, without limitation, errors or difficulties discovered in the Services and the characteristic conditions and symptoms of the errors and difficulties. Resource will own all right, title, and interest in the Feedback and you will and hereby do make all assignments necessary to accomplish the same.

11. MISCELLANEOUS TERMS

    1. Notices. All notices must be in writing and addressed to the other party’s legal department and primary point of contact. The email address for notices being sent to Resource is support@resource.io. The email address for notices being sent to you is the email address you provide upon creating an account. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).
    2. Customer Support. For assistance regarding this Agreement or the Services or if you have other enquiries, please email support@resource.io.
    3. Independent Contractors. This Agreement does not create a partnership, franchise, joint venture or employment relationship between the parties.
    4. Logos. If you want to display Resource’s logo or branding in connection with your use of the Services, or state publicly that you are a Resource customer, you must obtain Resource’s written permission. Resource may include your name and brand in a list of Resource customers, online or in promotional materials. Resource may also verbally reference you as a customer. Any use of a party’s brand will inure to the benefit of the party holding the intellectual property rights to the brand.
    5. Severability. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement will nonetheless remain in full force and effect and the invalid, void or unenforceable portion will be severed from the Agreement.
    6. No waiver. If Resource does not take action against any breach of this Agreement, it does not mean that Resource waives its right at a later time to enforce the same.
    7. Assignment. This Agreement will not be assigned by either party, whether voluntarily or involuntarily or by operation of law, in whole or in part, to any other entity without the prior written consent of the other party, which consent will not unreasonably be withheld, conditioned or delayed. Notwithstanding the foregoing, Resource may assign this Agreement to a successor in interest upon a merger, acquisition, reorganization, change of control, or sale of all or virtually all of its assets, and any such assignment will not require your consent.
    8. Applicable Law and Venue. This Agreement will be governed by and construed in accordance with the laws of California, USA without giving effect to any conflict of laws or provisions whether contained in California law or the laws of your current state or country of residence. Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of the courts of the province of San Francisco, CA. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
    9. Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between you and Resource with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.