Terms of Service
Last updated November 27, 2023
This Dover Terms of Service (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, those terms and conditions govern to the extent they conflict with any of these terms. If you agree 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.
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 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. We may occasionally implement, suspend or terminate such access at our sole discretion. Customers may activate third-party services through the Software. Customer hereby acknowledges and agrees that there may be Fees associated with connecting the Software to 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 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 the Terms of Service
Dover may update or change the Terms of Service 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.
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. Your Use of the Software
Dover provides the Software to Authorized Users to enable them to identify and search for job candidates, advertise their open roles and attract applicants, streamline recruitment processes, automate hiring tasks, analyze metrics, and collaborate with team members on hiring efforts (collectively the “Permitted Use”). Your use of the Software must be consistent with the Permitted Use and, as such, you agree to provide only true, complete, and accurate information to and through the Software and to only use the Software to communicate in a manner consistent with the Permitted Use. Any uses inconsistent with the Permitted Use are prohibited and may lead to suspending your login credentials and account.
When you use the Software, you may upload or provide content or information and communicate with others. You agree that you have all appropriate rights to anything you provide to or through the Software. Dover has the right (but not the obligation) to remove anything you provide to or through the Software at its sole discretion. Please do not upload or provide any personal information to the Software, as other Users will be able to see and use any such information. Communications made by or to you through the Software are neither confidential nor Confidential Information, and Dover cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Software.
4. Prohibited Use
You will not engage in any of the following on the Software (collectively, the “Prohibited Use”): (a) “frame”, “mirror” or otherwise incorporate the Software or any part thereof on any commercial or non-commercial website; (b) access, monitor or copy any part of the Software using any robot, spider, scraper or other automated means or any manual process; (c) violate the restrictions in any robot exclusion headers on the Software or bypass or circumvent other measures employed to prevent or limit access to the Software; (d) take any action that imposes, or may impose, an unreasonable or disproportionately large load on the Software; (e) deep-link to any portion of the Software for any purpose; (f) remove any watermarks, labels or other legal or proprietary notices within the Software; (g) modify or attempt to modify the Software, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Software; (h) use the Software as part of any service for sharing, lending or multi-person use; (i) attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Software; (j) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Software; (k) create adaptations, translations, or derivative works based on the Software, in whole or in part, or decompile, disassemble, reverse engineer or other exploit any part of the Software; (l) use of access the Software in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; (m) upload to or transmit through the Software any information, images, text, data, media or other content that is, in the sole judgment of Dover, offensive, hateful, obscene, defamatory or that violates any laws; or (n) directly or indirectly solicit, hire, recruit, or attempt to solicit, hire, or recruit any Dover employee or contractor, or induce the termination of employment of any employee of Dover, during the term of your agreement with Dover and for a period of one year thereafter. You must promptly notify Dover of any known or suspected activity within your account or through your login credentials, which may be a Prohibited Use.
5. Suspension and Termination
If you violate this Agreement or engage in any Prohibited Use, Dover may temporarily or permanently suspend your access to the Software without notice. You may also terminate your User Account by providing Dover thirty (30) days written notice. Any termination will immediately remove your ability to access the Software, and Dover may delete any information contained within your User Account. Terminating your account will not limit Dover’s other rights or remedies under this Agreement or otherwise
6.1 Credit Term
Credits may be used one business day after Dover receives payment (the “Commencement”) from the Customer. Credits that have not been Activated (Unused Credits) may be activated by the Customer for 12 months (1 year) after Commencement (the “Service Term”).
Unused Credits may be rolled over into a subsequent Service Term by purchasing Credits equal to or greater in value than the Initial Service Term. For certainty, Unused Credits will expire at the end of the Service Term if the Customer does not purchase Credits equal to or greater in value than the Initial Service Term.
Credits may not be divided or fractionalized.
A Credit’s activation date is the day the Customer or Dover representative, acting on the Customer’s instructions, enables the service (“Activated”). Credits expire one month after being Activated, or once the Limit is reached (whichever comes first)
6.2 Credit Uses
Each of the following services will require one Credit to be Activated, and stay within the defined Limits.
Sourcing Autopilot. Limit: Up to 5 Jobs.
A Job is defined as the Customer inputting candidate criteria, for a specific job title and job description, into Dover's software to find and hire candidates.
Dover Interviewer. Limit: Up to 15 interviews.
A Dover Interview is defined as a meeting, not to exceed 30 minutes, between a candidate and a Dover representative to conduct an interview on behalf of the Customer. All scheduled interviews that are not canceled or rescheduled by candidates at least 24 hours before the interview start time will count as an Interview.
Embedded Recruiter. Limit: Up to 10 hours.
Embedded Recruiter is defined as any recruiting-related expertise or support provided by a Dover representative. Hours will be recorded in 15-minute increments.
6.3 Termination for Convenience
If this Agreement is terminated for convenience by the Customer before the renewal date, the Customer shall remain liable for all outstanding fees per the Agreement.
7. Payment of Fees
Dover will automatically collect payment for the fees via ACH unless otherwise specified in the Order Form. 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) 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. All payments are non-refundable and non-creditable.
7.2 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 the 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 Service provision 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.
Fees do not include any taxes, levies, duties, export or import fees, or other governmental assessments, including but not limited to value-added sales, use or withholding taxes, imposed or assessed by any jurisdiction (collectively, “Taxes”). You are responsible for paying all applicable Taxes (other than Taxes assessable against us based on our income, property, franchise or employment) associated with your access 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.
In providing the services under this Agreement, it is expressly agreed that Dover acts as an independent service provider, not 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.
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.
The Parties agree that all controversies, claims or disputes, aside from payment 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”). In the event of a payment dispute between the Parties, they will mutually endeavor to resolve the matter informally through discussions and negotiations between themselves and/or their respective legal counsel or other third-party mediators. If the Parties cannot reach an accord and legal remedies are indicated, such action shall be enforceable in any U.S. state, city or county jurisdictional venue, at Dover’s discretion.
11. 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 before the initial event causing or resulting in such liability.
12. Governing Law
This Agreement is governed by the laws of the state of California, without regard to its principles of choice of law. Except for a payment dispute between the parties, a party must bring and maintain any action within the legal jurisdiction of the state of California.
In order to resolve a complaint regarding the Site or to receive further information regarding the use of the Site, please contact us at:
Staya, Inc (dba Dover)
2261 Market Street #4158
San Francisco, CA 94114