Refassured, Inc. - Terms and Conditions

Last Updated: February 18th, 2024

 

The RefAssured Terms and Conditions govern your access to and use of the RefAssured software products, services, the RefAssured website (refassured.com), and the services made available to you via the Website by RefAssured, Inc. By visiting our website, registering to use our application(s), subscribing to our software services, and using RefAssured you agree to be bound by these Terms and Conditions and the general Terms and Conditions applicable to users of the Website as published on the Website. References to “we”, “our” and “us” are references to RefAssured, Inc.

SCOPE

These RefAssured, Inc (“RefAssured”) Terms and Conditions (the “Agreement”) govern the services (the “Services”) ordered by Subscriber from RefAssured and set forth in one or more “Order Forms”, unless Subscriber has signed a separate Services Agreement with RefAssured, and they also govern the use of the RefAssured, Website (“Website”), and or Software Applications or Services (“Software”).

REFASSURED SERVICES

On completion of the Order Form, you will be provided access to the RefAssured Software and will be able to launch reference checks via the Software. Each time you invite a candidate to complete an intake form, you will be requesting reference reports about potential, current, or former employees or contractors (Candidates) from their peers, employers, and other colleagues (Reference Givers). The RefAssured Software is designed to gather information about a Candidate’s talents, skills, competencies, employment history, and other attributes common in the workplace, as well as information that is critical to success in a specific job/role or career (Reference Report). All Reference Reports that are entered into the Software by a Reference Giver in relation to a Candidate will be collated into one report (Report) which we will make available to you. We are not responsible for ensuring that Candidates and Referees respond to the relevant requests for action, nor for the quality of any Reference Givers responses. REFASSURED IS NOT RESPONSIBLE NOR HAS ANY CONTROL FOR ANY REFERENCE GIVER RESPONSES.

ORDER FORMS

An “Order Form” is a form signed or authorized online by the Subscriber that identifies the type and quantity of Services being ordered and the associated fees. The Order Form includes the Service description(s). An Order Form is effective only when signed or authorized online by the Subscriber and either signed or provisioned by RefAssured. By signing the Order Form, you agree to a limited, non-transferable, non-exclusive license to access RefAssured’s software services and use the Software to obtain Reference Reports in relation to a Candidate based on Reference Givers Report.

Each License:

  1. does not allow or entitle anyone to download or modify any part of our Software.
  2. does not allow or entitle anyone and expressly prohibits anyone from:
    1. reusing, reselling or commercial use of the Software.
    2. any use of data mining, robots, or similar data gathering and extraction tools.

PAYMENT

Fees and Expenses. Client shall pay to RefAssured, without offset or deduction, the fees and expenses as determined under any Order Forms and this Agreement. RefAssured reserves the right to increase the fees each year but must provide notification of such increases at least ten (10) days in advance of the expiration of the Initial Term (as defined in the Order Form). RefAssured reserves the right to reconcile applicable product(s) Quantity on a periodic basis, within each Term Period (specific on the Order Form), and, if such number exceeds Client's contracted minimum, RefAssured reserves the right to invoice Client for the corresponding amount on a pro-rata basis.

Taxes. The fees and other amounts payable by Client to RefAssured do not include any taxes of any jurisdiction that may be assessed or imposed upon the Proprietary Items, or otherwise, including sales, use, excise, value-added, personal property, export, import and withholding taxes. Client shall directly pay any such taxes assessed. Client shall promptly reimburse RefAssured for any taxes payable or collectible by RefAssured associated with Client’s subscription.

Payment Terms. RefAssured may accept and process payment (including renewals) from Client by either credit card (e.g., Visa, MasterCard, or any other issuer accepted by RefAssured), wire transfer, or check, as mutually agreed. If payment will be made by credit card, RefAssured will process payment (including renewals) from the Client based on any credit card information RefAssured is provided by Client. By providing RefAssured with credit card information, Client agrees that RefAssured is authorized to invoice and charge Client’s account for all fees and charges due and payable to RefAssured and that no additional notice or consent is required. If Client’s credit card issuer rejects any amount charged on Client’s credit card, then RefAssured will notify Client’s Billing Contact (specified on the Order Form) and Client will timely pay the fees and expenses by check or wire transfer. If any Client payment is more than thirty (30) days past due, interest at the rate of twelve percent (12%) per annum (or, if lower, the maximum rate permitted by applicable law) shall accrue. Unless otherwise specified in this Agreement, all fees and other amounts paid by Client under this Agreement are non-refundable. All dollar amounts referred to in this Agreement are in United States Dollars.

 

WEBSITE ACCOUNTS & SECURITY CREDENTIALS 

To use RefAssured website and Software you have completed the Order Form and register your email against your RefAssured user account. Accessing the RefAssured Software is designed specifically for employment and or recruitment business services. The RefAssured Software account will be created by RefAssured only after the Order Form is signed by your organization and a representative from RefAssured, with a representative of your organization specified as the administrative user of the organization (Administrator). The Administrator must be at least 18 years of age and an active member of the organization. It is the Customers responsibility to notify RefAssured, in a reasonable period, that the Administrator is no longer an active member of the organization.  All security credentials, including but not limited to, usernames and passwords are personal to you, should be kept confidential, and should not be shared with anyone. Disclosure of your security credentials to anyone, willingly or unwillingly, is strictly prohibited. RefAssured is responsible for all sharing or disclosure of user security credentials. If you suspect any of your security credentials have been compromised, please contact security@refassured.com as soon as you are made aware. You must ensure that your Administrator complies with these Terms and Conditions and the Website Terms and Conditions. References to “you” and “your” in these Terms and Conditions are taken to also be references to Administrators and a breach of this Agreement by an Administrator will constitute a breach by you and your account accessibility.

 

REPORTS 

Each user of the RefAssured Software will be able to view, copy, and download a Report. You are prohibited from:

  1. using reports or any information contained in a Report for any purpose other than assessing the suitability of the relevant Candidate for recruitment to your organization or other legitimate performance-related purposes within your organization.
  2. modifying or altering a report or any data on the website in any way.
  3. disclosing a Report or any information contained in a Report to any third party.
  4. or sharing the report with the Candidate or the subject of the report.

REFASSURED IS NOT RESPONSIBLE FOR ANY INFORMATION IN ANY REPORT, OR THE ACCURACY OF THE INFORMATION. REFASSURED IS NOT RESPONSIBLE IF ANY REPORTS ARE SHARED WITH ANYONE OUTSIDE THE INTENDED RECEIPTANT USEAGE.

Before acting on any Report or any information in the Report Software, we STRONGLY RECOMMEND you:

  1. consider and be thoughtful about whether it is appropriate for your intended purposes.
  2. carry out your own independent research and consult professional legal and human resources advice.

 

INTELLECTUAL PROPERTY RIGHTS 

You acknowledge and agree that the Software contains Intellectual Property Rights that are owned by RefAssured and are protected by United States of America and International laws, including but not limited to, the trademarks, trade names, software, content, design, images, graphics, layout, appearance, and look of the Website. These Intellectual Property Rights are not assigned, transferred, or otherwise licensed to you, other than as specifically noted in this Terms and Conditions, and all Intellectual Property Rights in documents, ideas, equipment, processes, and systems which are acquired or created by us while supplying the services are retained by us. We grant you a revocable, non-exclusive, non-transferable license to use our Intellectual Property for the purpose of using the Software and solely on the terms set out in these Terms and Conditions. You must not breach any copyright or Intellectual Property Rights connected with the Website or the services. All users of the software are strictly prohibited from:

  1. running automating testing software applications within or against our Software.
  2. reverse compiling, altering, modifying, copying or otherwise reverse engineering any of the Software
  3. UX processes or material on the Software.
  4. or any of the material on the Website to be framed or embedded in another website; or

For the purposes of this clause Intellectual Property Rights means copyright and neighboring rights (including moral rights), all rights in relation to inventions and discoveries (including patents), registered and unregistered trademarks, trade names trade secrets, know-how, business names, domain names, registered and unregistered designs, circuit layouts, confidential information, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.

 

PRIVACY AND DATA PROTECTION 

RefAssured’s privacy statement may be found here by visiting our Privacy Policy. Please review to learn and understand RefAssured’s current practice and policy related to the subscriber’s information.

We will:

(i)    comply with all applicable privacy laws by which we are bound.

(ii)   use the personal information only for the purposes of fulfilling our obligations under these Terms and Conditions.

(iii) restrict access to the personal information to employees who need to access the personal information.

(iv)   take all reasonable steps to ensure that the personal information is protected against misuse and losses, or unauthorized access, modification, or disclosure.

(v)   notify you as soon as reasonably possible if we become aware that a disclosure of personal information received by us from you that: (i) has been made in breach of this clause or any privacy law; or (ii) may be required by law; and

(vi)   not do anything with the personal information that will cause you to breach any privacy law and cooperate with you to resolve any complaint made under any applicable privacy law;

The subject-matter of the data processing under these Terms and Conditions is the performance of the services and the processing will be carried out for the duration of the services. In addition: the types of Personal Data processed, the nature and purpose of the Processing is as set out in the RefAssured Privacy Policy. 

LIMITATIONS OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, ARISING OR INCURRED UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, INCLUDING ALL ORDER FORMS, OR THE USER OF THE SOFTWARE OR SERVICES, WHETHER IN AN ACTION IN CONTRACT OR TORT; AND (B) SUBJECT TO (A), EACH PARTY AND ITS GROUP'S MAXIMUM LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER NO CIRCUMSTANCE EXCEED THE FEES ACTUALLY PAID BY THE CLIENT TO REFASSURED IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OF LIABILITY.

INDEMNIFICATION

By RefAssured. RefAssured shall defend at its own expense any action against Client brought by a third party to the extent that the action is based upon a claim that the Services infringe any U.S. copyrights or misappropriates any trade secrets recognized as such under the Uniform Trade Secrets Act, and RefAssured will pay those costs and damages finally awarded against Client in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Client giving RefAssured (a) prompt written notice of such claim (except that delayed notification will not negate Client’s obligations if such delay did not materially prejudice Client’s ability to defend the claim); (b) authority to control and direct the defense and/or settlement of such claim; and (c) such information and assistance as RefAssured may reasonably request, at RefAssured’s expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, RefAssured shall have no obligation or liability to the extent that the alleged infringement or misappropriation arises from (1) Client Content or the combination, operation, or use of the Services with products, services, deliverables, materials, technologies, business methods or processes not furnished by RefAssured; (2) modifications which were not made by RefAssured; or (3) Client’s breach of this Agreement or use of the Services other than in accordance with this Agreement (collectively, “IP Exclusions”). Upon the occurrence of any claim for which indemnification is or may be due under this Section, or in the event that RefAssured believes that such a claim is likely, RefAssured may, at its option (i) modify or replace the Services so that they become non-infringing; (ii) obtain a license to the applicable third-party intellectual property; or (iii) terminate this Agreement (or the applicable Orders) on written notice to Client and refund to Client any pre-paid fees for Services not provided based on the remainder of the then current Term. The obligations set forth in this Section shall constitute RefAssured’s entire liability and Client’s sole remedy for any infringement or misappropriation.

By Client. Client shall indemnify, hold harmless, and, at RefAssured’s option, defend RefAssured from and against all costs and reasonable expenses (including reasonable attorneys’ fees), damages, losses, and liabilities for any actions arising out of any (a) IP Exclusions, (b) Client Content (including without limitation any third party claim that any Client Content is false, misleading, disparaging, infringing or a misappropriation, as applicable, of any intellectual property rights of a third party), or (c) Client breaches of its obligations in this Agreement. RefAssured agrees to give Client: (i) prompt written notice of such claim (except that delayed notification will not negate Client’s obligations if such delay did not materially prejudice Client’s ability to defend the claim); (ii) authority to control and direct the defense and/or settlement of such claim; and (iii) such information and assistance as Client may reasonably request, at Client’s expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, Client shall not settle any third-party claim, unless such settlement completely and forever releases RefAssured with respect thereto or unless RefAssured provides its prior written consent to such settlement. In any action for which Client provides defense on behalf of RefAssured, RefAssured may participate in such defense at its own expense by counsel of its choice.

TERM & TERMINATION

This Agreement shall commence on the 1ST Term Year Start Date and will continue until the 1st Term Year End Date, in both cases as stated on the Order Form, unless a renewal period is indicated on the Order Form in which case this Agreement shall renew in accordance therewith.

Upon expiration of the Initial Term, this Agreement shall automatically renew for a new term equal to the Initial Term length (each a “Renewal Term”, together with the Initial Term, the “Term”), unless one Party provides the other Party at least ninety (90) days written notice prior to the end of the then-current Term of its intent to not renew the then-current term (“Non-Renewal Notice Deadline”). Automatically renewed Agreements will renew at the most recent Term Year Quantity or then-current usage at the time of Auto-renewal, whichever is higher.

Either party may terminate any Order(s) and/or this Agreement by written notice to the other party if the other party is in material breach of this agreement and such breach is not cured within after written notice thereof from the terminating party.

If an Order is terminated, Client shall immediately discontinue the use of the Services for the applicable Order. All Orders shall immediately terminate, and Client shall discontinue all access and use of all Proprietary Items, and each Party shall promptly return or destroy (at the election of the other Party) any Confidential Information of the other Party then in such Party’s possession or control.

Upon termination, Client can request to receive a complete backup of their RefAssured data. Within fourteen (14) business days, from confirmation of the request, RefAssured will provide Client data in the form of a “CSV” or database backup. RefAssured will store Client’s data for twelve (12) months after termination. After twelve (12) months Client’s data will be purged from RefAssured’s services.

GOVERNING LAW

This Agreement and the Order Form will be governed by and construed in accordance with the internal laws of the State of Delaware (without reference to the conflicts of law provisions thereof that would require the application of the law of any other jurisdiction). The parties hereby submit to the jurisdiction of and waive any venue objections against state and federal courts in the State of Delaware in any litigation arising out of the Agreement.

GENERAL

Neither party may, without the prior written consent of the other party, such consent to not be unreasonably withheld, transfer or assign any of its rights or obligations under these Terms and Conditions. These Terms and Conditions, together with the Website Terms and Conditions and any amendments or additional agreements you may enter with us in connection with the Website or the services will constitute the entire agreement between you and us concerning the Website and the services. A party does not waive a right, power, or remedy if it fails to exercise or delays in exercising the right, power, or remedy. A single or partial exercise by a party of a right, power or remedy does not prevent another or further exercise of that or another right, power, or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver. We may amend these Terms and Conditions at any time on reasonable notice to you including without limitation, by emailing these amendments to you and/or posting revised Terms and Conditions on our website RefAssured.com, which amended Terms and Conditions will be binding on you.

CONFIDENTIALITY

A party (receiving party) shall keep in strict confidence: all information that relates to the business, affairs, operation, developments, trade secrets, personnel and suppliers, including all technical or Personal Data which are in each case of a confidential nature and have been disclosed to it by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain (collectively, confidential information). The receiving party shall only disclose the disclosing party’s confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under these Terms and Conditions, and shall ensure that such employees, agents, and subcontractors enter into obligations with it which are equivalent to those set out in this clause. The receiving party may also disclose the disclosing party's confidential information where such disclosure is required by law, by any governmental or regulatory authority or by a court of competent jurisdiction, subject to the prior notification to the disclosing party to the extent reasonably possible. The parties agree that neither party may use the name or other identity of the other party in oral or written statements, without the prior written permission of the other party.