Subscription Agreement

Last updated September 14, 2022

This Dover Subscription Agreement (these “Terms” or this “Agreement”) is made between you, the Customer, (either an individual or, if you are using Dover on behalf of an entity, that entity) and Staya, Inc, doing business as Dover (”Dover”, “we”, “us”, “our”). It governs your access to and use of Dover’s platform, products, software, websites, and professional services (collectively, the “Services” or “Service” or ”Software”).

If your Order Form contains additional terms and conditions, then those terms and conditions govern to the extent they conflict with any of these terms. If you are agreeing to these terms on behalf of an entity, you represent that you have the authority to bind that organization, otherwise you must not sign up for the Services.

1. Service Access

Dover Service provides recruiting solutions for organizations.

1.1 Subscription

Access to Services is purchased on a subscription basis. Subject to these Terms, we hereby grant you a non-exclusive, non-sublicensable, non-transferable (except as provided herein) license, during the Term (defined in Section 3.1), to access and use the Service solely for your internal business purposes and in accordance with any Service documentation or product feature descriptions made available to you by us in tangible or electronic format (collectively “Documentation”).

1.2 Modifications to Services

We are constantly changing and improving our Software. We may add or remove functionality or features without notice, and we may suspend or stop part of the Service altogether.

1.3 Facilities and Data Transfer

All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Dover stores and processes its own information of a similar type. As part of providing the Services, we may transfer, store and process Customer Data in the United States. By using the Services, you consent to this transfer, processing and storage of Customer Data.

1.4 Third-Party Services

Dover may allow you to connect to or otherwise interact with one or more third-party service providers (for example, a job board) for purposes permitted by Dover. Such access may be implemented, suspended or terminated by us from time to time in our sole discretion. Customer may activate third-party services through the Software.  Customer hereby acknowledges and agrees that there may be Fees associated with connecting the Software to services provided by third-party services and such Fees are non-refundable and non-returnable. Upon activation of such third-party services, Dover will bill the customer the listed price as shown in the Software, which is subject to change.To the extent you or your representatives use the Software to connect or otherwise interact with any such third-party, or have identified or designated any such third party as your third-party service provider, you authorize us to allow such third party to access your Customer Content as necessary for us to provide the Service to you. You acknowledge and agree that such third parties are not our agents, that we are not responsible for their services, compliance, actions or omissions or for their maintenance or treatment of your Customer Content, that we will not be liable for and specifically disclaim liability for any damage or loss caused thereby, that access to such third party via the Service does not imply any endorsement by us, and that any of your Customer Content submitted to such third parties via the Service will be governed by your agreement (if any) with such third party. We are not responsible for any disclosure, modification or deletion of Customer Content resulting from access by such third party. 

1.5 Changes to this Agreement and/or Services

Dover may update or change this Agreement at any time at its sole discretion, so please review this page periodically. The effective date of this Agreement is set forth above, and if Dover updates or changes the Terms, we will post the new version here with the date on which all changes become effective. Your continued use of Services after any change to these Terms constitutes your agreement to those new or changed terms.

Dover may also update, change or modify Services including any information, material, or content included in the Services (including, without limitation, any details, features, functionality, content and appearance of the Software) at any time, without notice.

2. Ownership

2.1 Ownership

As between you and us, Dover and the software that operates the Services and all content therein (collectively, the “Company Properties”), any and all modifications, enhancements, upgrades and updates thereto, and all copyrights, trademarks, service marks, trade secrets, patents and other intellectual property rights therein (registered or unregistered), are the exclusive property of us and our suppliers. All rights in and to Company Properties not expressly granted to you in these Terms are reserved by us and our suppliers. You will not copy, transmit, transfer, modify or create derivative works of the Company Properties, and will not reverse engineer, reverse compile, reverse assemble or otherwise determine or derive source code of the Company Properties. 

2.2 License to Use Feedback

You grant us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into our services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or your employees, officers, agents, or anyone else acting on your behalf (collectively, the “Authorized Users”) relating to the operation of the Company or the Service.

3. Term

3.1 Term

The duration of the Service subscription term of each Order Form is the Service Term. The “Effective Date” means the Effective Date specified on the Order Form, or if no date specified, the date the Order Form was entered. The “Initial Service Term” means the Initial Service Term specified in the Order Form or the period from the Effective Date through the expiration of the initial Service Term. These Terms will be effective beginning on the Effective Date and remain in effect for the combined duration of the Initial Service Term and any subsequent Service Term (each a “Renewal Term”), such that these Terms are coterminous with the natural expiration or earlier termination of the latest Order Form. The Initial Service Term collectively with each Renewal Term is the “Term”.

3.2 Renewal

Upon the expiration of each Order Form, it will automatically renew for a consecutive Renewal Term. Customer may terminate such Order Form if both of the following conditions are met: 1) Customer has provided Dover written notice of termination at least forty-five (45) days prior to the end of the current Initial Service Term or Renewal Term, in which case such termination will be effective at the end of the Initial Service Term or Renewal Term, and 2) Customer has deactivated all of the customer’s jobs through the Dover interface before the end of the current Initial Service Term or Renewal Term. For clarity, should the Customer fail to deactivate all of the Customer’s jobs through the Dover interface before the end of the current Initial Service Term or Renewal Term, the written notice of termination shall be ineffective, and the contract will automatically renew for a consecutive term. Dover may terminate such Order Form by giving Customer written notice of termination at least forty-five (45) days prior to the end of the current Initial Service Term or Renewal Term.

4. Payment of Fees

4.1 Payment

Dover will collect payment for the fees automatically via ACH or Credit Card. Fees are exclusive of taxes, which you’re responsible for if applicable. You hereby authorize Dover or its payment processor to initiate entries to your Credit Card or business bank checking accounts on file with Dover (using your business address on file) in order to pay amounts that you owe to Dover (including for any Renewal Terms as those payments come due), and, if necessary, to initiate adjustments for any transactions credited or debited in error. You must keep the payment method and other billing information provided current at all times; any change in such method or information will not affect charges we submit via the prior payment method and information before we reasonably could act on the change. Except to the extent expressly set forth in this Section 4 (Payment), all payments are non-refundable and non-creditable.

4.2 Late Payment

If you fail to make payments (not disputed in good faith) when due under these Terms, and after continued non-payment for a period of fifteen (15) days after we provide you with written notice and an opportunity to cure, we may suspend provision of the Service until payment is received and may charge you the overdue amount together with our costs incurred in collecting such payment. As a nonexclusive remedy, we are entitled to withhold performance and suspend provision of the Service until all undisputed amounts due are paid in full. Unpaid invoices or late payments are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. In the unlikely event our collections efforts are unsuccessful, and we are required to obtain a third party or parties to collect Fees not reasonably disputed in good faith, you agree to incur the reasonable costs associated with such third-party collections efforts.

4.3 Taxes

Fees do not include any taxes, levies, duties, export or import fees, or other governmental assessments of any nature, including but not limited to value-added sales, use or withholding taxes, imposed or assessed by any jurisdiction (collectively, “Taxes”). You are responsible for the payment of all applicable Taxes (other than Taxes assessable against us based on our income, property, franchise or employment) associated with your subscription to the Service. You agree to cooperate with us and provide us with timely and accurate information as may be required for the calculation and withholding of applicable Taxes. If we have a legal obligation to collect and remit Taxes for which you are responsible, we will invoice you and you will pay us that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. Capacity

In providing the services under this Agreement it is expressly agreed that Dover is acting as an independent service provider and not as an employee. Dover and Customer acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for services. 

6. Indemnification

Dover agrees to indemnify and hold harmless Customer and its directors, officers and employees from and against all taxes, losses, damages, and liabilities, arising from (i) any act of gross negligence, recklessness or intentionally wrongful act of Dover’s assistants, employees or agents, (ii) any material breach by Dover or Dover’s assistants, employees or agents of any of the covenants contained in this Agreement.

The Customer agrees to defend, indemnify and hold harmless Dover, including its directors, officers and employees from and against all claims, damages, losses and external expenses (including reasonable attorneys’ fees) arising out of any claim by any third party to the extent such claim is based on or related to: your use of the Software or Service in violation of these Terms, or other than in accordance with any advice, training, materials or resources, or implementation services provided by us in connection with the Service; your Customer Content; or your violation of applicable law or the rights of any third party.

7. Arbitration

The parties agree that all controversies, claims or disputes with anyone (including Customer and any employee, officer, director, shareholder or benefit plan of Customer) arising out of, relating to or resulting from Dover’s performance of the services under this Agreement or the termination of this Agreement, including but not limited to any material breach of this Agreement, shall be subject to binding arbitration. Customer may not under any circumstances commence or maintain against Dover any class action, class arbitration, or other representative action or proceeding. While arbitration is a faster, less costly, and less publicized avenue for resolving disputes, you should know that in agreeing to arbitration, you are waiving your right to a trial by jury. Such arbitration shall be conducted in accordance with procedures established by the American Arbitration Association. The decision of the arbitrator(s) shall be final and binding on the parties. Judgment on any arbitration award may be entered in accordance with the provisions of the Uniform Arbitration Act and pursuant to the laws of the State of California (the “Rules”).

8. Limitation of Liability

Parties’ maximum liability in connection with this Agreement, whether based on contract, tort, indemnification obligations, or otherwise, shall not exceed the total fees paid by the Customer to Dover during the twelve (12) months immediately prior to the initial event causing or resulting in such liability.

9. Governing Law

This Agreement shall be governed by the laws of California without regard to California's conflicts of law rules. The venue for any dispute shall be San Francisco, California.

10. Privacy Policy

Dover's privacy policy can be found at https://www.dover.com/privacy-policy.

CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

Staya, Inc (dba Dover)

2261 Market Street #4158

San Francisco, CA 94114

United States

hello@dover.com