Terms of Service

These Terms of Service (“Terms”) are a contract between you and KodiakHR, LLC (referred to in these Terms as “KodiakHR”, “us”, “we”, or “our”), the provider of the KodiakHR website (the “Site”) and the online application accessible from the Site (that application, together with the Site are referred to herein as the “Service”). By executing an Order Form with KodiakHR that references these Terms or by using the Service, you are agreeing to be bound by these Terms. 

In these Terms, “you” refers to you as an individual; however, if you are a Customer, "you" refers to you as an individual and to the entity you represent. “Customers” are those individuals and entities that sign up for and have accounts with KodiakHR. “End Users” are those individuals that interact with the Service without an account. Examples of End Users include (but are not limited to) “Candidates” who, upon request by a Customer, provide information through the Service, and “References” who, upon request by a Candidate, provide information about themselves and about the Candidate. An “Order Form” is a form signed or authorized online by the Customer that identifies the fees, Service Term, payment terms, and method of payment to provide the Customer with the Service.

If you violate any of these Terms, we reserve the right to cancel your account or block access to the Service without notice. 

Usage and Restrictions

• Account & Password. If you are a Customer, upon execution of the Order Form, KodiakHR will provide you with an account, which provides you with a non-exclusive, non-transferable, non-sublicensable right to access the Service for the length of time specified in the Order Form (the “Service Term”). Only you may access and use your account; sharing your account with others is prohibited. You are responsible for maintaining the security of your account and password. We will not be liable for any loss or damage from your failure to comply with this security obligation. Personally identifiable information submitted by you will be subject to our Privacy Policy.‍
• SMS Text Messages. If you are a Customer or a Candidate and you send SMS text messages to End Users through the Service, you represent and warrant that you have received consent from such End User to send them an SMS text message.
• Restrictions. You agree to be fully responsible for all activities that occur under your username and password. You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction, including, among other things, by:

1. covering or obscuring any notice, legend, warning or banner contained on the Service;
2. interfering with or circumventing any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service;
3. infringing or violating the rights of any other party, including without limitation any intellectual property rights, including copyright laws, or rights of privacy or publicity; or
4. deliberately misleading anyone as to your identity, impersonating another, or falsely identifying the source of any information.

Payment, Refunds, Upgrading and Downgrading

If you are a Customer, the fees, Service Term, payment terms, and method of payment shall be specified in your duly executed Order Form with KodiakHR. There will be no refunds or credits for partial months of service, annual payments, or refunds for months unused with an open account. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) income taxes. You agree to pay for any taxes that might be applicable to your use of the Service or payments made by you in connection with your use of the Service. Overdue payments shall accrue interest at the lesser of 2% per month or the maximum allowable interest under applicable law, and Customer shall pay Kodiak’s associated cost of collection including reasonable attorneys’ fees.

Cancellation

If you are a Customer, you are solely responsible for properly cancelling your account. You may initiate cancellation of your account by sending an email to sales@kodiakhr.com with your request to terminate your account. Cancellations with take effect upon the termination date specified in your contract with KodiakHR. Your Order Form with KodiakHR will automatically renew unless request for cancellation is submitted at least 90 days prior to the end of the Service Term specified in your Order Form. 

KodiakHR reserves the right, in its sole discretion, to terminate free accounts at any time. 

Modifications to the KodiakHR Site and Prices

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. However, we will make our very best efforts to notify customers of any upcoming system maintenance and/or service disruptions.

The price of the Service is subject to change. We will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

We reserve the right, in our sole discretion, to change, modify, add to, supplement or delete any portion of these Terms at any time, effective with or without prior notice; provided, however, that we will use reasonable efforts to provide you with notification of any material changes (as determined in our sole discretion) by email.

If any future changes to these Terms are unacceptable to you or cause you to no longer be in compliance, you must immediately stop using the Service. Your continued use of the Service following any revision to this Agreement constitutes your complete acceptance of any and all such changes. Any new features that augment or enhance the current Service, including the release of new tools and resources, will be subject to these Terms.

Intellectual Property and Content Ownership

You agree and acknowledge that the Service is the property of KodiakHR and is protected by U.S. and international intellectual property laws. You may not duplicate, copy, or reuse any portion of the Service (including, but not limited to, visual design elements) without express written permission. You do not acquire any ownership rights by using the Service. You will not and will not permit any third party to: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service. You will also not modify, translate, or create derivative works based on the Service.

The contents of the Service are copyrighted under the United States copyright laws. The name KodiakHR, together with the KodiakHR logos, may not be used without our express written permission. 

We claim no ownership rights over the content submitted or created exclusively by you using the Service. By using the Service, you grant KodiakHR a perpetual, non-exclusive, royalty-free, irrevocable, worldwide, and transferable right and license to use all data and content created or generated on the Service. You agree and acknowledge that KodiakHR will be free to use any and all data and content created or generated on the Service to make modifications, additions, or improvements to the Service and for other development. 

You may not sell, sublicense, create derivative works from, or transfer to third parties the data or content available on the Service. You will also be solely liable for any content you upload, share, provide, or distribute through the Service, and you acknowledge and accept that KodiakHR does not filter or moderate such content

Account Access

In some cases, it is necessary for KodiakHR personnel to access your account in order to diagnose a problem. When you contact our support team it is implied that you are allowing KodiakHR personnel to access your account, if necessary, in order to be helpful. If you wish to receive assistance without granting permission to your account, please specify as much in your communication with our support team and those requests will be honored to the extent possible.

Indemnification

You agree to indemnify and hold KodiakHR, its parents, subsidiaries, affiliates, officers, partners, employees, and contractors harmless from any claim or demand, charge, liability, damages, expenses or loss, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Service, use of your account by any third party, your violation of these Terms, any infringement by you or any third party using your account, or any claim that you have violated any applicable law(s), regulation(s), or the rights of any employee or candidate.

Disclaimer

The Service and its contents are provided “as is” and “as available” without any warranty or representations of any kind, whether express or implied. KodiakHR is a distributor and not a publisher of the content supplied by third parties; as such, KodiakHR exercises no editorial control over such content and makes no warranty or representation as to the accuracy, reliability or currency of any information, content, service or merchandise provided through or accessible via the Service. Without limiting the foregoing, KodiakHR specifically disclaims all warranties and representations in any content transmitted on or in connection with the Service or on sites that may appear as links on the Service, or in the products provided as a part of, or otherwise in connection with, the Service, including without limitation any warranties of merchantability, fitness for a particular purpose or non-infringement of third party rights. No oral advice or written information given by KodiakHR or any of its affiliates, employees, officers, directors, agents, contractors or the like will create a warranty. Price and availability information is subject to change without notice. Without limiting the foregoing, KodiakHR does not warrant that the Service will be uninterrupted, uncorrupted, timely, or error-free.

Limitation of Liability

KodiakHR will not be liable for any general, indirect, incidental, special, aggravated, exemplary or consequential damages, lost profits, lost data, or business interruption, in any way whatsoever arising out of the use of, or inability to use, the Service, whether or not KodiakHR is advised of the possibility of such damages. In particular, KodiakHR has no liability in connection with content that is provided by Customers or End Users on the Service. 

For Customers: you acknowledge and agree that KodiakHR’s maximum cumulative liability to you will not exceed the value of three (3) months of the annual fee paid to KodiakHR for the Service (i.e. three-twelfths of the annual fee). The annual fee on which the liability is to be calculated will be based on the Order Form in place at the time of the incident. 

For End Users: you acknowledge and agree that KodiakHR will have no liability to you whatsoever. 

To the fullest extent permitted by law, these disclaimers and limitations of liability apply to any and all damages or injury whatsoever caused by or related to use of, or inability to use, the Service under any cause or action whatsoever of any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence).

Any claim or cause of action arising out of or related to use of the Service must be filed within twelve (12) months after such claim or cause of action arose or be forever waived.

Violation of these Terms

We reserve the right to investigate and prosecute violations of any of these Terms to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting those who violate the Terms. You acknowledge that KodiakHR has no obligation to prescreen or monitor your access to or use of the Service or any information, materials or other content provided or made available through the Service, but has the right to do so. You hereby agree that KodiakHR may, in the exercise of our sole discretion, remove or delete any data, accounts or other content that violates these Terms or that is otherwise objectionable. In such case, you are not entitled to any claims for compensation, damages, or reimbursement, nor are you exempt from paying any applicable fees associated with your use of the Service.

Jurisdiction and Venue

These Terms and any controversy, claim or dispute arising under or related to these Terms will be construed, pursued and resolved in accordance with and will be governed by the laws of North Carolina, United States without regard to its conflicts of laws provisions. You irrevocably consent to the exclusive jurisdiction of the courts of North Carolina and the federal courts situated in North Carolina in connection with any action or dispute arising between the parties under or in connection with these Terms. 

Miscellaneous

If for any reason a court of competent jurisdiction finds any provision or portion of these Terms to be unenforceable, the remainder of these Terms will continue in full force and effect. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of KodiakHR. KodiakHR will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. KodiakHR operates and controls the Service from its offices in the United States. The Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. Accordingly, those persons who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. These Terms contains the entire understanding, and supersedes all prior understandings, between you and KodiakHR concerning its subject matter, and cannot be changed or modified by you. The section headings used in this Agreement are for convenience only and will not be given any legal import.

KodiakHR may use Customer names and logos in its marketing materials or on its website for the sole purpose of marketing the Service. Use of Customer names and logos is revocable at any time by Customers.

You wave the right to litigate in court or arbitrate any claim or dispute as a class action, either as a member of a class or as a representative, or to act as a private attorney general.

All notices, requests, consents, claims, demands, waivers, and other communications related to these Terms must be in writing and emailed to legal@kodiakhr.com.