HootRecruit Terms of Use

Last Updated: June 1, 2023

These terms of use (the “Terms”) form a binding agreement between HootRecruit, Inc. (“HootRecruit”), you (“End User” or “you”), and the customer on whose behalf you are accessing HootRecruit (“Customer”) and concern your use of HootRecruit’s online services (the “Services”) and platforms (the “Platform). Please read these Terms carefully before you start to access the Services, use the Platform, or create an Account (as defined below). By using the Platform or creating an Account, you agree to be bound and abide by these Terms. If you do not agree to these Terms, you must not access or use the Platform. If Customer has entered into a separate agreement with HootRecruit, that agreement shall have precedence over these Terms.

End User, Customer, and HootRecruit agree as follows:

1. Account Creation and Use

You may create and use one Account to access the Services and the Platform on behalf of a single Customer. You must use a separate Account for each additional Customer on whose behalf you access and use the Platform and Services. You agree not to intermingle or mix Account information, Customer information, order credits, or anything else between Accounts associated with different Customers. If you are no longer employed by or working for a Customer, you agree to promptly notify HootRecruit using the contact information provided in Section 21 of these Terms.

2. Privacy Policy

Please review our Privacy Policy at: https://www.hootrecruit.com/privacy-policy to understand how we treat your personal information and protect your privacy when you access HootRecruit’s Platform or receive our Services. By using our Platform or receiving our Services, you agree that HootRecruit can use your personal information in accordance with our Privacy Policy.

3. Access and License for Platform and Services

3.1 HootRecruit hereby grants you and Customer a personal, nonassignable, and nontransferable license to access and use the Platform to receive the Services through the End User Account. You and Customer acknowledge that the Platform is only being provided on a remote-hosted, software-as-a-service (SaaS) basis. You and Customer acknowledge and agree that you will not obtain any other rights in the Platform or its underlying source or object code. You and Customer acknowledge and agree that you will not have the right to download or save the Platform software code to any computer or storage device, unless expressly authorized by HootRecruit. HootRecruit may make modifications, enhancements, and improvements to the Platform and will make those changes available to you and Customer to the same extent it makes them available to its other customers. However, HootRecruit is not required by these Terms to make such modifications, enhancements, or improvements.

3.2 You shall have or create a password to access your account and to upload Customer Information to the Platform. Your password may be generated specifically for the Account, or it may be associated with another account owned by you on a third-party platform (e.g., Google, LinkedIn, Facebook, Microsoft, etc.). Your authorized use of any Password gives you a personal, nonexclusive, nonassignable, and nontransferable license to use and display HootRecruit Content and to access and to use the Platform to request and receive Services from HootRecruit, during the session for which the Password is accepted. This license does not authorize any activity or access that is unauthorized in writing by HootRecruit, whether in these Terms, or in separate document or communication from HootRecruit (such as in technical documentation, pop-up, e-mail notice, or other writing).

3.3 You may not copy, distribute, publish, use, publicly display, or publicly perform any HootRecruit Content that is not specifically authorized by these Terms, except with HootRecruit’s express written permission. In exchange for HootRecruit making available or compiling the HootRecruit Content and the Services, you agree to refrain from any acts prohibited by the laws of copyright, trade secret, patent or any other law. Without limiting the generality of the foregoing, End User and Customer are prohibited from:

  1. Any copying, redistribution, or publication of copyrighted material, or causing any changes to or deletion of author attribution or copyright notice. You assume all risks regarding the determination of whether any HootRecruit Content is the subject of copyright, is in the public domain, or is otherwise subject to limitations by contract or law.
  2. Reverse engineering the Platform or any of the Services.
  3. Using the Platform or Services for any purpose that is unlawful or prohibited by these Terms.
  4. Using the Platform or Services in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other person or entity’s use of the Platform or Services.
  5. Downloading, accessing, copying, decompiling, compiling, manipulating, or otherwise obtaining or using any HootRecruit Content made available on or through the Services except as plainly allowed by the operation of the Services or set forth in the documentation.
  6. Reselling, displaying, distributing, sublicensing access to, copying, framing, mirroring, or taking any commercial actions with the Platform or any portion of the Services or providing the same to any third party, regardless of whether such content comprises facts or original or creative content. Any and all candidate lists or other deliverables provided to End User by HootRecruit shall belong to End User and/or Customer, as agreed by them.
  7. Obtaining or attempting to obtain any materials or information through any means that are not authorized, made available, or provided for through the Platform including any attempts to access the Platform or any portion of it without creating an account or by creating an account using inaccurate or incomplete information.
  8. Creating derivative works based on the Platform or any portion of it, unless permitted by the Terms or another writing.
  9. Uploading to the Platform information or data that does, or that End User or Customer has reason to believe may be alleged to, violate or infringe upon the rights of others (including without limitation the rights of privacy or publicity, copyright, or trade secret).
  10. Accessing the Platform for the purpose of violating any law or regulation.

Any activities taken in violation of this Section 2.3 by you or Customer shall give HootRecruit the right to immediately suspend your Account, terminate these Terms, or pursue any other remedy that HootRecruit may be entitled to by these Terms or applicable law.

3.4 You agree to keep all Passwords confidential and to protect access to your Account. You are solely responsible for securing Passwords and preventing misuse or unauthorized use of Passwords, including by former employees. You are responsible for all use of the Platform accessed in connection with your Passwords and all transactions made using those Passwords. In particular, without limitation, HootRecruit shall be entitled to rely upon the End User’s actual, apparent, or representations concerning its authority to act for and to bind End User and Customer as a result of any person accessing the Platform with the Password.

3.5 You will not, and will not allow others to, evade, avoid, or override the Platform’s security restrictions. You further agree to notify HootRecruit immediately if you discover or suspect that the security or integrity of the Platform, your Account, or your contact information has been compromised. Such notice may be sent using the contact information in Section 21 of these Terms.

4. Customer Information and Product Development

4.1 Customer Information (as defined below) is and shall remain the property of Customer. HootRecruit may use the Customer Information to provide Customer the requested Services and to implement developments, upgrades, or modifications to the Platform. All Customer Information shall be treated as Confidential Information (as defined below). Customer agrees and acknowledges that Customer Information shall include candidate lists for particular jobs prepared by HootRecruit and delivered to End User and/or Customer. Customer acknowledges that HootRecruit may generate independently developed candidate lists that contain similar or overlapping candidates for similar positions provided by other third-party customers.

4.2 End User and Customer acknowledge that all recommendations and feedback made by End User or Customer regarding the Platform or the Services become the property of HootRecruit. HootRecruit may incorporate End User’s or Customer’s recommendations, feedback, ideas, developments, or other materials into the Services without attribution of or compensation to End User or Customer.

4.3 End User or Customer may request and obtain a copy of Customer Information that is stored by HootRecruit at the time of the request. HootRecruit may, but is not obligated to, retain Customer Information provided in connection with completed Services.

5. Additional Customer and End User Obligations

5.1 You or Customer shall promptly notify HootRecruit of any defects or malfunctions in the Platform. Such notice may be sent using the contact information provided in Section 21 of these Terms.

5.2 Customer is solely responsible for compliance with all laws, including Labor and Employment Laws. Customer shall not use the Services in connection with any violation or attempted violation of Labor and Employment Laws. In the event that Customer or End User requests a list of candidates that are limited on the basis of one or more of the following characteristics: (i) racial or ethnic origin, (ii) political beliefs, (iii) philosophical or religious beliefs, (iv) membership of a trade union, (v) physical or mental health (including pregnancy status), (vi) sexual life, (vii) the commission of criminal offenses or proceedings, (vii) age, or (viii) any other protected category or class, HootRecruit will presume that Customer or End User is taking other actions internally or in connection with third parties to comply with its obligations under applicable Labor and Employment Laws and will provide the list of candidates as requested.

5.3 HootRecruit shall have the right to disclose that Customer or End User is a user of the Services and to identify Customer or End User by its logo in its general list of customers, in written or electronic sales or marketing materials, and during in-person sales or marketing meetings with third parties. HootRecruit shall comply with any notices, usage guidelines, or other materials provided by Customer or End User with respect to Customer’s logo.

6. HootRecruit Content

6.1 HOOTRECRUIT SPECIFICALLY RESERVES THE RIGHT TO CHANGE OR DELETE ANY FUNCTIONALITY OF THE PLATFORM AT ANY TIME. To the extent possible, HootRecruit may provide advance notice of such changes, but HootRecruit is not obligated to do so.

6.2 You and Customer acknowledge and agree that all HootRecruit Content created by or for HootRecruit and all aspects of the Platform (including without limitation, software code, screen views or templates, interfaces, html (or other pertinent language) mark-up, and any other writing or expression) are owned by HootRecruit and not within the public domain. You and Customer agree not to use HootRecruit’s trademarks, logos, symbols, or any other mark, device, or commercial identifier of or any aspect of the Platform or Services without HootRecruit’s express written consent.

7. Fees

You shall pay HootRecruit the fees shown at the time you request the Services. All fees shall be due and payable at the time you request the Services unless otherwise agreed by Customer and HootRecruit. HootRecruit reserves the right to suspend your access to the Platform and the provision of the Services if your payment of the fees is delinquent. You shall be responsible for any and all taxes associated with your use of the Platform or ordering of the Services, including without limitation, any sales or use taxes.

8. Hardware and Communication Links

You and/or Customer are solely responsible for obtaining the necessary computer equipment, internet connections, and communication links to access the Platform and the Services. You and Customer acknowledge that the internet and telecommunications links are both subject to periodic outages and failures. HootRecruit has no responsibility for and makes no warranty of any kind related to the availability or operation of the internet or any such telecommunication links.

9. Term

These Terms shall remain in force for so long as you maintain at least one Account for accessing the Platform. Any termination of these Terms will not affect any of your obligations that accrued or arose prior to said termination, including, without limitation, your obligation to pay any fees and expenses incurred or that accrued prior to the termination date.

10. Warranties; Disclaimers

10.1 Customer Warranty. Customer represents and warrants the Customer Information (including any user Account information and all information about job positions and candidate qualifications) is accurate. End User or Customer shall notify HootRecruit of any updates or changes to the Customer Information as this may affect the results of the Services provided.

10.2 HootRecruit Warranty. HootRecruit represents and warrants (a) that it owns or has licensed all HootRecruit Content; and (b) that HootRecruit will use its commercially reasonable efforts to conduct the Services in compliance with applicable laws.

10.3 HootRecruit Disclaimers. HootRecruit Services as well as any information relating to the Services, including, information regarding potential candidates and search requests, is provided on an “as is” basis, without representation or warranty of any kind, either express or implied, including (without limitation) the implied warranties of merchantability, fitness for use for a particular purpose, or non-infringement. Customer and End User agree that HootRecruit will not be liable to Customer or End User for any losses or damages, either actual or consequential, arising out of or relating to these Terms, the Services HootRecruit provides, or End User and Customer’s reliance upon information obtained from or through HootRecruit.

10.4 Acknowledgments. End User and Customer acknowledge that HootRecruit is not responsible for making any employment decisions. End User and/or Customer are solely responsible for all of employment decisions using their own independent judgment. End User and Customer acknowledge that HootRecruit’s Services do not constitute a background check on the candidates HootRecruit identifies for job positions, and End User and/or Customer shall be responsible for conducting their own background checks with respect to any person to whom an offer of employment is made. HootRecruit’s Services are rendered on the basis of the Customer Information made known to HootRecruit. End User and Customer are responsible for the accuracy and completeness of the Customer Information. End User and Customer acknowledge that in performing the Services HootRecruit relies primarily on publicly available information regarding identified employment candidates. HootRecruit makes no warranty, and disclaims all implied warranties, regarding the accuracy of any candidate information provided by HootRecruit to End User and/or Customer through the Platform or as a result of the Services.

11. Limitations of Liability

HOOTRECRUIT SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS OR SERVICES CONTEMPLATED HEREIN, NOR SHALL HOOTRECRUIT BE LIABLE FOR ANY LOSS OF DATA OR LOST PROFITS OF CUSTOMER OR END USER, EVEN IF HOOTRECRUIT IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. IN NO EVENT SHALL HOOTRECRUIT’S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY CUSTOMER OR END USER FOR THE SERVICES DURING THE TWELVE MONTH PERIOD PRECEDING ACCRUAL OF CUSTOMER’S OR END USER’S CLAIM. WITHOUT LIMITING THE FOREGOING, HOOTRECRUIT SHALL HAVE NO LIABILITY WHATSOEVER ARISING FROM CUSTOMER’S DECISION TO HIRE OR NOT HIRE ANY CANDIDATE IDENTIFIED BY HOOTRECRUIT.

12. Title to Software and Documentation

As between the Customer, End User, and HootRecruit, the Platform and all Platform software is the sole property of HootRecruit. Other than the rights to access and use the Platform granted to Customer and End User in these Terms, or under a separate agreement with HootRecruit, neither Customer nor End User acquires any rights in the Platform including patents, copyrights, trademarks, and trade secrets.

13. Confidentiality

13.1 The Receiving Party (as defined below) may use the Confidential Information (as defined below) of the Owning Party (as defined below) solely for the purpose of performing its obligations or enforcing its rights under these Terms.

13.2 The Receiving Party shall not disclose the Confidential Information except to individuals who need to know for the purpose of fulfilling these Terms. Each party shall maintain the confidentiality of the Confidential Information and shall instruct its employees, agents and subcontractors to do the same. The Receiving Party shall promptly notify the Owning Party if the Receiving Party learns of an unauthorized release of Confidential Information.

13.3 The parties acknowledge that monetary remedies may be inadequate to protect the rights in Confidential Information and that, in addition to legal remedies otherwise available, injunctive relief is an appropriate judicial remedy to protect such rights.

14. Assignment

End User and Customer shall not assign or transfer these Terms or any of their rights or obligations without the prior written consent of HootRecruit. HootRecruit (including any successor or assignee thereof) may assign and/or delegate any of its rights and obligations without consent of End User or Customer: (i) to any parent, subsidiary or other affiliate of HootRecruit; or (ii) in connection with any transaction designated by HootRecruit which may include, without limitation, any sale of assets of HootRecruit or any successor or assignee thereof. These Terms shall inure to the benefit of and bind successors and permitted assigns of HootRecruit.

15. Indemnity

Customer agrees to defend, indemnify and hold harmless the HootRecruit Indemnified Parties (as defined below) from and against any and all Claims, and any and all liabilities, losses, costs, reasonable attorneys’ fees and expenses, judgments and damages, suffered or incurred by any of the HootRecruit Indemnified Parties, arising out of or in any way connected with: (a) any Claims by third parties against the HootRecruit Indemnified Parties arising from or relating to any acts, omissions, negligence, misconduct or violation of applicable law (including Labor and Employment Laws) by End User or Customer, or employees or representatives of End User or Customer; (b) any breach by End User or Customer of these Terms; (c) Customer’s use or loss of Customer Data or other materials; or (d) any acts that any of the HootRecruit Indemnified Parties take at Customer’s direction or upon Customer’s instruction. The indemnification obligations noted within this section shall survive the expiration or earlier termination of the term of these Terms for the applicable statute of limitations period.

16. Independent Contractor

HootRecruit acts as an independent contractor and has the exclusive control over the manner and means of performing the work contemplated by these Terms. Personnel supplied by HootRecruit pursuant to these Terms are not Customer’s employees or agents and shall not hold themselves out as such, and HootRecruit assumes full responsibility for their acts and for compliance with any applicable employment and tax laws with respect to such employees. Nothing contained in these Terms shall be construed to create a joint venture or partnership between the parties.

17. Force Majeure

No party to these Terms shall be liable for any failure or delay in performance of its obligations hereunder by reason of any event or circumstance beyond its reasonable control, including without limitation acts of God, war, riot, strike, labor disturbance, fire, explosion, flood, or shortage or failure of suppliers.

18. Modification of These Terms

HootRecruit may modify these Terms at any time by posting a revised version of the Terms to its website. Any such modifications shall be effective upon posting. HootRecruit will notify End User and/or Customer through the contact information associated with the Account in the event of any change to the Terms. If the End User or Customer do not agree to the change in the Terms, the End User or Customer may terminate the Agreement by deleting the Account.

19. Arbitration

Any dispute, controversy or claim arising out of or relating to these Terms shall be submitted to mandatory, final and binding arbitration brought before and using the rules of JAMS. The governing law shall be the law of the State of Tennessee, and the proceedings shall be in Nashville, Tennessee. There shall be one arbitrator, who will be agreed to by the parties within 30 days of receipt by respondent of a copy of the demand for arbitration. If the parties cannot agree on an arbitrator within the time period specified then, at the request of either party, such arbitrator shall be appointed by JAMS. The arbitration shall be the sole and exclusive forum for resolution of the dispute, and the award shall be in writing, state the reasons for the award and be final and binding. Judgment thereon may be entered in any court of competent jurisdiction. By agreeing to arbitration, the parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings and the enforcement of any award, but the arbitrator shall also have full authority to grant provisional remedies and to direct the parties to request that any court modify or vacate any temporary or preliminary relief issued, and to award damages for the failure of any party to respect the arbitrator’s orders to that effect. Such judicial action shall be brought in the state or federal courts located in Nashville, Tennessee, and in either case, each of the parties irrevocably waives, to the fullest extent they may effectively do so, any objection on the basis of jurisdiction, venue, or similar procedural rules or doctrines. Each party hereto hereby irrevocably waives any and all right to trial by jury in any judicial proceeding permitted under these Terms. The prevailing party as determined by the arbitration or court proceeding shall be entitled to all attorney fees, court or arbitrator costs, and expenses in addition to any other relief to which such prevailing party may be entitled.

20. General

Any provision of these Terms related to confidentiality, publicity, and indemnification or which by its terms provides for survival shall survive the termination of these Terms. All notices required or permitted under these Terms shall be in writing. HootRecruit may send notices through your Account or to the email address associated with your Account. All agreements, clauses and covenants contained herein are severable, and in the event any of them shall be held to be unconstitutional, invalid, illegal, or unenforceable, the remainder of these Terms shall be interpreted as if such unconstitutional, invalid, illegal or unenforceable agreements, clauses or covenants were not contained herein. The failure by either party to exercise any right provided hereunder shall not be deemed a waiver of such right. The parties hereto acknowledge that they have read these Terms in its entirety and understand and agree to be bound by all of its terms and conditions, and further agree that these Terms, the Privacy Policy, and any Order Form, constitute a complete statement of the understanding between the parties with respect to the subject matter hereof and thereof, whether written or oral; provided that, any separate services agreement or other agreement in effect between the parties shall not be superseded by these Terms without the written consent or written agreement of HootRecruit.

21. Contact Information

For any notices you must provide according to any section of these Terms or for any questions or concerns, please contact HootRecruit via email at info@hootrecruit.com.

22. Definitions

  • “Account” means the account created by you to access the HootRecruit Platform.
  • “Claims” means claims, suits, or actions brought at law or equity, under any theory of liability and before any court or other adjudicative body.
  • “Confidential Information” means proprietary information such as financial information, Customer Information, business plans, forecasts, trade secrets, in addition to the object codes, source codes, documentation, and functionality of the Platform. Confidential Information does not include: (a) information made available to the general public without restriction by the Owning Party or by an authorized third party; (b) information known to the Receiving Party independently of disclosures by the Owning Party under these Terms; (c) information independently developed by the Receiving Party; or (d) information that the Receiving Party may be required to disclose pursuant to subpoena or other lawful process; provided, however, that unless restricted by applicable law, court order, or regulation, the Receiving Party notifies the Owning Party in a timely manner to allow the Owning Party to appear and protect its interests.
  • “Customer” means the organization, company, or individual on whose behalf an End User is accessing the Platform to look for recruiting candidates.
  • “Customer Information” means any and all information provided by you or Customer concerning your or Customer’s prospective employment positions, qualifications, candidates or business information.
  • “End User” or “you” means the individual that created an Account.
  • “HootRecruit” means HootRecruit, Inc.
  • “HootRecruit Content” means the images, design, text, information, and other materials owned by HootRecruit and made available through the Platform.
  • “HootRecruit Indemnified Parties” means HootRecruit and its officers, employees, and/or representatives.
  • “Labor and Employment Laws” means all applicable local, state, and national laws concerning labor, employment, fair wages, and nondiscrimination in hiring and employment matters.
  • “Owning Party” means the party that owns or controls confidential information that it provides to a Receiving Party.
  • “Password” means a password, access code, or other authentication marker established by an End User for accessing an Account.
  • “Platform” means the online platform through which End User accesses HootRecruit’s services.
  • “Receiving Party” means a party receiving the Confidential Information of another party.
  • “Services” means the recruiting services offered by HootRecruit pursuant to these Terms.