Terms of Service
Last Revised: July 18, 2022
These Terms of Service, including all other policies and agreements incorporated by reference herein, together constitute an agreement (the “Agreement”) by and between Textkernel LLC US, trading as Sovren, with its registered offices at 800 North State Street, Suite 402, Dover, Delaware 19901 (referred to herein and in the referenced ancillary documents as “Provider” or “We” or “we” or “us” or “our” or "Sovren") and you as a customer of Provider’s online recruitment document processing service (referred to herein and in the referenced ancillary documents as “Recipient” or “You” or “you” or “your”). Use of the Services (as defined below) shall constitute consent to, and agreement to abide by, this Agreement.
(a) “Account” refers to the Provider-maintained record identifying the Recipient, the available Credits, and the agreed Service(s) that Recipient is authorized to use.
(b) “Authorized Representative” refers to, for Provider, any employee of Provider, and for Recipient, the persons which Recipient has notified Provider that they can be reached at their designated email address, as recorded in the account.
Recipient will notify Provider of any changes to the Authorized Representative(s), and will always maintain at least one Authorized Representative.
(c) “Credits” refer to the currency of the Services. A running balance of available Credits is kept within the Account. In general, Credits are deducted when Recipient uses the Services, as described in https://www.sovren.com/technical-specs/latest/rest-api/overview/#transaction-cost, as such description may change from time to time. Credits expire either monthly ("Monthly Credits") or annually ("Annual Credits"), unless agreed otherwise in writing.
(d) “End User” means any individual or entity that directly (or indirectly through another user): (a) accesses or uses the Services through Recipient or by using Recipient’s credentials; or (b) otherwise accesses or uses Recipient Data.
(e) “Recipient Data” refers to electronic data submitted to the Services using Recipient’s credentials provided by Provider, and the results of the Services returned to Recipient from processing any such data.
(f) “Services” or “Service” refers to one or more of Provider’s recruitment document processing services available over the internet as described on Provider’s website https://www.sovren.com/resources/, as Provider may change such services and features from time to time, in its sole discretion.
Provider will make the Services available at specified internet URLs (“endpoint(s)”) using credentials supplied by Provider, which Recipient must keep confidential, to be accessed by Recipient’s client software using an Application Programming Interface (API) described by Provider.
Provider makes available an optional endpoint (the “EU Endpoint”) within the borders of the European Union (EU), and it is Recipient’s responsibility to ensure that Recipient Data which is subject to the EU or Swiss privacy standards is directed only to the EU Endpoint. Use of an endpoint in a service region is available only with credentials and credits purchased specifically for use in that region’s endpoint.
Deprecation Policy: Provider will attempt in good faith not to make a breaking change to its API more than one time in any rolling 12-month period; provided, however, if Recipient does not upgrade to the current version of the Services then Recipient waives any and all support from Provider as to the Services and Provider disclaims all representations and warranties otherwise applicable to such Services. If Provider makes a breaking change to its API, Provider will endeavor to provide a reasonable transition period in which the old API is still available for use. A change to an API method that does not constitute a breaking change if it adds new methods, augments existing methods with additional optional parameters (or, non-optional parameters that have default values), or augments the output to add new nodes.
Provider reserves the right to charge increased transaction costs (i.e., credits per API call) for use of older major versions when such older major version has been superseded by a newer major version for at least 365 days at time of cost increase, and 180 days prior notice of such increased transaction costs was communicated by Provider via an email setting forth the exact date that costs would change, and what the costs would change to.
Augmentation Policy: Provider may: (i) make new applications, tools, features or functionality available from time to time through the Services and (ii) add new services to the “Services” definition from time to time (by adding them at the URL set forth under that definition), the use of which may be contingent upon Recipient’s agreement to additional terms. If Provider makes any new applications, tools, features or functionality available, and Recipient avails itself of such, Recipient will be deemed to have agreed to and consented to the additional terms specified by Provider.
(a) Credits. Recipient will pay Provider in advance for a set number of Credits on the Services, with a defined expiration (monthly or annually), as described in any invoice or order form therefor. Provider is under no obligation to refund unused Credits for any reason, nor to refund or restore Credits for any reason, but may choose to do so in its sole discretion, and will do so in accordance with the Rollover Policy in effect on the date of purchase or the date of expiration, whichever is more favorable to Recipient. In some cases, Provider in its sole discretion will permit transactions to continue for a short period after credits have expired or been completely exhausted.
(b) Additional Purchases. Neither Provider nor Recipient is under any obligation to purchase or sell additional Credits. Recipient may request additional Credits. If such a request for additional Credits is accepted by Provider, the use of the Credits will be subject to the terms and conditions of this Agreement as then in effect, and as may be amended from time to time. The amount, price and expiration of any such additional Credits shall be as mutually agreed by Recipient and Provider in writing. All such requests and acceptances shall be made by email. No terms contained in any Purchase Order or other documentation required by Recipient as part of its accounts payable or vendor process shall be effective, and any reference to such documents in any invoice or correspondence from Provider shall not be construed as Provider’s acceptance or agreement to the terms of such documents.
(c) Taxes. Recipient is responsible for any taxes (hereinafter defined as any duties, customs fees, VAT, tariff, or taxes other than Provider's income tax associated with the purchases hereunder, including any related penalties or interest), and Recipient will pay Provider for the purchasers hereunder without any reduction for taxes. If Provider is obligated to collect or pay taxes at any time, the taxes will be invoiced to Recipient, unless Recipient provides Provider with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. If Recipient is required by law to withhold any taxes from its payments to Provider, Recipient must provide Provider with an official tax receipt or other appropriate documentation to support such withholding. If under the applicable tax legislation, the Services are subject to local taxes and the Recipient is required to make a withholding of local taxes from amounts payable to Provider, the value of Services calculated in accordance with the above procedure will be increased (grossed-up) by the Recipient for the respective amount of local taxes and the grossed-up amount will be regarded as a taxes-inclusive price. Local taxes amount withheld from the taxes-inclusive price will be remitted to the applicable local tax entity by the Recipient and Recipient will ensure that Provider will receives payment for its services for the net amount as would otherwise be due (the taxes-inclusive price less the local taxes withheld and remitted to applicable tax authority).
If required under applicable law, Recipient will provide Provider with applicable tax identification information that Provider may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Recipient will be liable to pay (or reimburse Provider for) any taxes, interest, penalties or fines arising out of any mis-declaration by the Recipient.
(d) Forever Credits. Forever Credits assume an expiration of 6 years from the time the first credit is consumed.
The terms and conditions of this Agreement and any purchases hereunder, including but not limited to the payment terms of any purchases of Credits, are confidential and may not be disclosed by Provider or Recipient to any third party except as may be required by law, or by Provider to a third party recipient with a bona fide need to know, provided that such recipient is bound by a non-disclosure agreement. Recipient and Provider agree to safeguard and protect this confidential information.
4. Materials & IP
(a) Recipient’s Rights. Recipient possesses and retains all right, title, and interest in and to Recipient Data, subject to Provider’s temporary use and possession as reasonably necessary to provide the Services under this Agreement, and subject to the provisions of Section 4(c) below.
(b) Taxonomies. Recipient may be provided access to a portion of Sovren’s proprietary database that includes a culled and organized listing of skills and job titles commonly referred to in recruitment documents (the “Taxonomies”). Recipient agrees not to decrypt, decompile, reverse engineer, redistribute, copy, transcribe, make a compilation of, transmit, modify or otherwise use the Taxonomies, in whole or in part, except for use in conjunction with the Services. Recipient agrees to delete any copies, including partial copies, of the Taxonomies upon discontinuation of the Services.
(c) Materials. Materials include all things provided or made accessible by the Services or Provider. Materials include Taxonomies described above. Materials exclude all Recipient Data. Recipient recognizes and agrees that: (i) the Materials are the property of Provider or its licensors and are protected by copyright, trademark, and other intellectual property laws; and (ii) Recipient does not acquire any right, title, or interest in or to the Materials except the limited and temporary right to use them as necessary for Recipient’s use of the Services.
(d) IP in General. Provider retains all right, title, and interest in and to the Services and Materials, including without limitation all software used to provide the Services and all logos and trademarks reproduced through the Services, and this Agreement does not grant Recipient any intellectual property rights in or to the Services or any of its components. If Recipient provides any suggested improvements to the Services to Provider or its affiliates, Provider will own all right, title, and interest in and to such suggestions, even if Recipient has designated them as confidential. Provider and its affiliates will be entitled to use the suggestions without restriction. Recipient hereby irrevocably assigns to Provider all right, title, and interest in and to the suggestions and agrees to provide Provider any assistance Provider may require to document, perfect, and maintain its rights in the suggestions. Using Provider’s Services and/or Materials does not provide Recipient ownership of any intellectual property rights in and to Provider’s Services and Materials that Recipient accesses. Use of Provider’s Services and/or Materials does not grant Recipient any right to use Provider’s trademarks or logos used in Provider’s Services and/or Materials.
5. Online Policies
This Agreement incorporates certain other policies which are posted online, as described below (each an “Online Policy”; collectively “Online Policies”).
(a) Acceptable Use Policy. “Acceptable Use Policy” and “AUP” refers to Provider’s standard acceptable use policy posted at https://www.sovren.com/policies-and-agreements/acceptable-use-policy/, as such policy may change from time to time. Recipient and anyone using Recipient’s credentials to access the Services is deemed to be a “Recipient” or “User” for purposes of the AUP.
Recipient will comply with the AUP. In the event that Provider in good faith believes that Recipient has materially breached the AUP, Provider may suspend or terminate Recipient’s access to the Services, without refund, in addition to such other remedies as Provider may have at law or pursuant to this Agreement. Neither this Agreement nor the AUP requires that Provider take any action to detect violations of this policy, the AUP, or any referenced policy, nor against Recipient or any other customer for violating such, but Provider is free to take any such action it sees fit.
(c) Service Level Agreement. “Service Level Agreement” (“SLA”) refers to Provider’s Service Level Agreement, posted at https://www.sovren.com/policies-and-agreements/service-level-agreement/, as such policy may change from time to time. In the event of any “Service Failure,” as that term is defined in the SLA, Provider will offer Recipient the remedy provided for in the SLA.
(d) Rollover Policy. “Rollover Policy” refers to Provider’s rollover policy for eligible Annual Credits, posted at https://www.sovren.com/policies-and-agreements/rollover-policy/, as such policy may change from time to time.
(e) Data Processing Agreement. “Data Processing Agreement” refers to Provider’s Data Processing Agreement, posted at https://www.sovren.com/policies-and-agreements/data-processing-agreement/
6. No Authorization or Warranty for Infringing Uses
Anything stated in this Agreement or in any other form or forum notwithstanding, Provider does not warrant or authorize the use of the Services, or the results of the Services, in or with any specific type of software or business system, software or business process, or software or business method. Provider does not and cannot authorize Recipient to use the Services, or the results of the Services, in or with any method, manner, system, process or otherwise if such use would violate the legal rights of any third party.
7. Each Party’s Warranties
(a) Recipient’s Identity. Recipient warrants: (i) that it has accurately identified itself through its Account and will maintain the accuracy of such identification; and (ii) that it is a corporation or other business entity authorized to do business pursuant to applicable law, or an individual 18 years or older.
(b) Right to Do Business. Each party warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.
(c) Disclaimers. Except for the promises in Section 10(a), THE SERVICES IS PROVIDED “AS IS” AND AS AVAILABLE, AND PROVIDER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
Without limiting the generality of the foregoing, except for the promises in Section 10(a), PROVIDER HAS NO OBLIGATION TO INDEMNIFY OR DEFEND RECIPIENT AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL PERFORM WITHOUT ERROR OR MATERIAL INTERRUPTION. RESUME/CV CONVERSION AND PARSING CANNOT BE PERFORMED 100% ACCURATELY AND NO WARRANTY OF ACCURACY IS PROVIDED BY PROVIDER.
(d) Recipient makes a continuing warranty (i) that it shall not use the Services, or the results of the Services, in any manner, system, or business process which is unlawful or which violates the legal rights of any third party, (ii) that it has the full legal right, or consent of the data owner, to process all data sent to the Services, (iii) that it will indemnify, defend, and hold harmless Provider from any and all third-party claims or penalties of any and every kind arising from any breach or alleged breach of these warranties, (iv) that it will create or obtain software that is capable of correctly accessing the Services, and (v) that it understands and agrees that integration is Recipient's sole responsibility.
Neither uses demonstrated in sample applications, nor sample code, nor uses permitted or not explicitly prohibited herein, shall be construed as implying that Recipient need not research and obtain at its sole expense third party intellectual property rights, including but not limited to patent rights, that may be applicable to its intended usages of the Services in all applicable jurisdictions.
8. Limitation of Liability
IN NO EVENT WILL: (a) PROVIDER’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY RECIPIENT TO PROVIDER WITHIN THE 12 MONTHS PRECEDING ANY SUCH CLAIM, AND (b) PROVIDER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE LIABILITIES LIMITED BY THIS SECTION 8 APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (iii) EVEN IF PROVIDER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iv) EVEN IF RECIPIENT’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. PROVIDER WILL NOT BE RESPONSIBLE FOR ANY LOST PROFITS, LOST REVENUES, OR OTHER FINANCIAL LOSSES, OR LOST OR CORRUPTED DATA. If applicable law limits the application of the provisions of this Section 8, Provider’s liability will be limited to the maximum extent permissible. Notwithstanding the provisions set forth herein, in no event shall Provider be liable for any loss or damage that is not reasonably foreseeable.
9. Data Management
(b) Injunction. Provider agrees that violation of the provisions of this Section 9 might cause Recipient irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Recipient may seek injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
(a) Provider will defend, indemnify, and hold Recipient harmless against any legal claim that the Sovren technology used within the Services, and the Services itself standing alone and without reference to its use in, by, with, or inclusion in, any third-party system, method, manner or process, infringes or misappropriates any third party’s intellectual property rights. Provider will defend, indemnify, and hold Recipient harmless against any claim that the Services infringes the United States copyright, trademark, or service mark rights of any third party.
(b) Recipient agrees to indemnify, defend and hold Provider (including but not limited to Provider’s affiliates and licensors and each of its/their respective employees, officers, directors, and representatives) harmless from and against any and all third party claims, allegations, judgments, losses, liabilities, penalties or damages of any or every kind arising out of or relating to the Services, violation of these Terms and Conditions, Recipient’s act of gross negligence or misconduct, Recipient’s act or omission constituting violation of an applicable rule, law or regulation, Recipient’s violation of the AUP, Recipient’s or any End User’s use of the Services, or the results obtained from any use of the Services, in whole or in part, in any application, system, method, source code, manner or process which is alleged, claimed, or adjudged to violate any third party’s rights, including but not limited to privacy rights and intellectual property rights, breach of this Agreement or violation of applicable law by Recipient or any End User, Recipient Data or the combination of Recipient Data with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Recipient Data or by the use, development, design, production, advertising or marketing of Recipient Data, or a dispute between Recipient and any End User. If Provider or its affiliates are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, Recipient will also reimburse Provider for reasonable attorneys’ fees, as well as its employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at its then-current hourly rates.
(c) The indemnified party must promptly notify the indemnifying party of any claim or allegation relative to an indemnified matter, but the failure to promptly notify will only reduce the indemnifying party’s obligations to the proportionate extent that the failure prejudices its ability to defend the claim. The indemnifying party may: (i) use counsel of its own choosing (subject to the written consent of the indemnified party, which shall not be unreasonably withheld) to defend against any claim; and (ii) settle the claim as it deems appropriate, provided that it obtains the prior written consent of the indemnified party before entering into any settlement, which shall not be unreasonably withheld. The indemnifying party may also assume control of the defense and settlement of the claim at any time; the indemnified party may appoint its own non-controlling counsel, at its own expense.
11. Term & Termination.
(a) Term. This Agreement will continue for so long as Recipient has unused, unexpired Credits on the Services, plus an additional 21 days. Each purchase of credits shall be deemed to constitute a new Term.
(b) Termination for Cause. Provider may terminate this Agreement for material breach – including violations of the AUP – by written notice, effective upon sending such notice to the Recipient (at the email address last known to Provider).
(c) Effects of Termination. The following provisions will survive termination of this Agreement: (i) any obligation of Recipient to pay for Services rendered before termination; (ii) Sections 4, 5(b), 7(c), 7(d), 8, 9(a), and 10 of this Agreement; the AUP; and (iii) any other provision of this Agreement that must survive termination to fulfill its essential purpose.
12. The Service complies in all respects with the European General Data Protection regulation. The terms and conditions of the Data Processing Agreement, listed at https://www.sovren.com/policies-and-agreements/data-processing-agreement/, and of the Standard Contractual Clauses, listed at https://documentation.sovren.com/Policies/SCCs, are included herein by reference. For additional information on the Service's compliance with the GDPR, visit the "GDPR Compliance" topic on the sovren.com website.
(a) Notices. Provider may send written notices via email pursuant to this Agreement to Recipient’s Authorized Representative(s), and such notices will be deemed received one hour after they are sent. Recipient may send notices pursuant to this Agreement by email to email@example.com, and such notices will be deemed received one hour after they are sent.
(b) Notice Date. The sender’s date of transmission of an emailed notice of any kind is considered the “Notice Date”.
(c) Amendment. Provider may amend this Agreement, including any Online Policy and any addendum to the Agreement, including the Data Processing Agreement and the Standard Contractual Clauses, from time to time by posting an amended version at its website. Any amended version of this Terms of Services, other than the identification of the Recipient and other such Recipient-specific data, may be found at https://www.sovren.com/policies-and-agreements/terms-of-service/. If Provider sends Recipient written notice of an Amendment, then an Amendment will be deemed accepted by the passage of 10 days from the Notice Date without Provider receiving a written rejection of the Amendment from Recipient. If Recipient timely rejects the Amendment, in whole or in part, Recipient may elect to terminate this Agreement and Provider will provide a refund (the lesser of the pro-rata remaining time or remaining unused non-rolled-over Credits remaining relative to the latest purchase of Credits), unless either party first terminates this Agreement pursuant to Section 11 above. If Recipient does not timely reject the Amendment, in whole or in part, or rejects it but does not elect to terminate the Agreement, or if Provider does not provide written notice of the Amendment, then the Amendment shall take effect upon the earlier of (i) any request by Recipient to purchase additional Credits or (ii) any purchase by Recipient of additional Credits. This Agreement may not be amended in any other way except through a written agreement executed by Authorized Representatives of each party.
(d) Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other nor may either party bind the other in any way.
(e) No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than (i) by an Authorized Representative and (ii) in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.
(f) Force Majeure. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.
(g) Assignment & Successors. Either party may assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent, except that Recipient may not make any such assignment if Recipient has a written agreement with Provider for "unmetered" use of the Services. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
(h) Provider shall have the right to disclose Recipient as a customer and to use Recipient’s logo on its website and marketing collateral. Neither Provider nor Recipient shall disclose the terms of this agreement to any third party. If Recipient has been admitted to the Sovren Accelerator Program, Recipient must cooperate with Provider on publicity and will also provide a prominent notice on its website that Provider is a technology vendor to Recipient, and provide a link to Provider’s website.
(i) Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the State of Texas, without reference to such State’s principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction and venue of the federal and state courts located in Austin, Travis County, Texas, USA.
(j) Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
(k) Certain Notices. Pursuant to 47 U.S.C. Section 230(d), Provider hereby notifies Recipient that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist in limiting access to material that is harmful to minors. Information regarding providers of such protections may be found on the Internet by searching “parental control protection” or similar terms.
(l) Any URL referenced herein for an Online Policy may point or redirect to another URL which contains that content.
(m) Additional terms and conditions. If you have a signed agreement with Sovren that references this online Terms of Service, you may be subject to additional terms and conditions. In such case, such additional terms and conditions will be available under the "Additional Terms and Conditions for Use of the Online Service" area of the Sovren customer portal (accessible using your portal sign-in credentials and clicking the "Additional Terms" sidebar menu option at https://portal.sovren.com/AdditionalTerms). Such additional terms and conditions shall be in addition to these online Terms of Service; in case of conflict, the additional terms and conditions shall control, except that in all cases both these Terms of Service and the additional terms and conditions are subject to change using the process described in 13(c) above.
(o) Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all prior agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL (or a redirect from such URL) referenced in this Agreement and the Online Policies are incorporated by reference into this Agreement. After the Effective Date, Provider may provide an updated URL in place of any URL in this Agreement.
Provider will not be bound by, and specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision (a) submitted by Recipient in any order, receipt, acceptance, confirmation, correspondence or other document, related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire, or (b) related to any invoicing process, vendor registration process, vendor approval process, scope of work, purchase order, or any other document that Recipient submits to Provider, reference, or require Provider to complete.
Recipient acknowledges Recipient’s agreement to these terms and conditions by its use of the Services.