Employment Letter Generator
Terms of Service
Last Updated: July 26, 2018
Thank you for using the Truework Employment
Letter Generator, a SaaS-based platform that automates the generation of offer
letters for your employees (the “Service”).
Zethos, Inc. (“Zethos,” “Company,”
“we,” “us,” “our”) provides the Service to you subject to the following
Employment Letter Generator Terms of Service (as amended from time to time, the
“Terms of Service”). We reserve the
right, at our sole discretion, to change or modify portions of these Terms of
Service at any time. If we do this, we
will post the changes on this page and will indicate at the top of this page
the date these terms were last revised. We will also notify you, either through
the Service user interface, in an email notification or through other
reasonable means. Any such changes will become effective no earlier than ten
(10) days after they are posted, except that changes addressing new functions
of the Service or changes made for legal reasons will be effective immediately.
Your continued use of the Service after the date any such changes become
effective constitutes your acceptance of the new Terms of Service.
In these Terms of Service, “you,” “your” and “Customer” will refer to
you. If you are registering for a Zethos account or using the Service on behalf
of an entity or other organization, you are agreeing to these Terms of Service
for that entity or organization and representing to us that you have the
authority to bind that entity or organization to these Terms of Service (and,
in which case, the terms “you”, “your” and “Customer” will refer to that entity
PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS OR USING
THE SERVICE, YOU AGREE TO THESE TERMS AND CONDITIONS WITH ZETHOS. IF YOU DO NOT AGREE TO BE BOUND BY THESE
TERMS, YOU SHOULD NOT SELECT THE
“ACCEPT” AND YOU SHOULD NOT USE THE
DOES NOT PROVIDE WARRANTIES OR INDEMNITIES FOR THE SERVICE, AND THESE
TERMS OF SERVICE LIMIT ZETHOS’ LIABILITY TO YOU.
RELATING TO THESE TERMS OF SERVICE, YOUR ACCOUNT OR THE SERVICE MUST BE
RESOLVED BY BINDING ARBITRATION.
Subject to these Terms of Service, we will use
commercially reasonable efforts to provide you the Service. To register for and use the Service, you will
be asked to identify an administrative user name and password for your Zethos
account. Until you apply for an account,
you will not have access to the Service.
When registering an account, you must provide true, accurate, current
and complete information about yourself as requested during the account
creation process. You must also keep that information true, accurate, current
and complete after you create your account.
We reserve the right to refuse registration of, or cancel passwords we deem inappropriate. We will not
release any data related to any Customer employees through the Service without
first receiving apparent authorization from the applicable employee for the
release of such data.
Further, you may not remove or export from the
United States or allow the export or re-export of the Service, Software or
anything related thereto, or any direct product thereof in violation of any
restrictions, laws or regulations of the United States Department of Commerce,
the United States Department of Treasury Office of Foreign Assets Control, or
any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software
and documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1)
and (5) are deemed to be “commercial computer software” and “commercial
computer software documentation.”
Consistent with DFAR section 227.7202 and FAR section 12.212, any use
modification, reproduction, release, performance, display, or disclosure of
such commercial software or commercial software documentation by the U.S.
Government will be governed solely by these Terms of Service and will be
prohibited except to the extent expressly permitted by these Terms of Service.
You shall be responsible for obtaining and
maintaining any equipment and ancillary services needed to connect to, access
or otherwise use the Service, including, without limitation, modems, hardware,
servers, software, operating systems, networking, web servers and the like
(collectively, “Equipment”). You shall
also be responsible for maintaining the security of the Equipment, account,
passwords (including but not limited to administrative and user passwords) and
files, and for all uses of your account or the Equipment with or without your
knowledge or consent.
Each party (the “Receiving Party”) understands
that the other party (the “Disclosing Party”) has disclosed or may disclose
business, technical or financial information relating to the Disclosing Party’s
business (hereinafter referred to as “Proprietary Information” of the
Disclosing Party). Our Proprietary
Information includes non-public information regarding features, functionality
and performance of the Service. Your
Proprietary Information includes non-public data provided by you to us in order
to enable the provision of the Service (“Customer Data”). The Receiving Party
agrees: (i) to take reasonable precautions to protect such Proprietary
Information, and (ii) not to use (except in performance of the Service or
as otherwise permitted herein) or divulge to any third person any such
Proprietary Information. The Disclosing
Party agrees that the foregoing shall not apply with respect to any information
after five (5) years following the disclosure thereof or any information that
the Receiving Party can document (a) is or becomes generally available to
the public, or (b) was in its possession or known by it
prior to receipt from the Disclosing Party, or (c) was rightfully
disclosed to it without restriction by a third party, or (d) was
independently developed without use of any Proprietary Information of the
Disclosing Party or (e) is required to be disclosed by law.
You shall own all right, title and interest in
and to the Customer Data. Zethos shall
own and retain all right, title and interest in and to (a) the Service and
Software, all improvements, enhancements or modifications thereto, and (b) all
intellectual property rights related to any of the foregoing.
Notwithstanding anything to the contrary, we
shall have the right collect and analyze data and information relating to the
provision, use and performance of various aspects of the Service and related
systems and technologies, and we will be free (during and after the term
hereof) to (i) use such information and data to improve the Service and other
Zethos offerings, and (ii) disclose aggregated data that does not identify and
cannot be used to identify you or any of your personnel or customers. No rights or licenses are granted except as
expressly set forth herein.
Either party may terminate
your Service account as set forth below.
You may terminate your account at any time through the account
management tools made available through the Service. We may terminate or
suspend your account at any time for any reason (or no reason). All sections of these Terms of Service which
by their nature should survive termination will survive termination, including,
without limitation, confidentiality obligations, warranty disclaimers, indemnification
and limitations of liability.
do not warrant that the Service will be uninterrupted or error free; nor do we
make any warranty as to the results that may be obtained from use of the
Service. IN ADDITION,
YOU AGREE THAT ZETHOS WILL HAVE NO LIABILITY ARISING FOR THE USE OR MISUSE OF
ANY INFORMATION OBTAINED BY YOUR EMPLOYEES THROUGH THE SERVICE. THE SERVICE IS
PROVIDED “AS IS” AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT.
You will defend, indemnify and hold
Zethos and its affiliates harmless against any actual or threatened claim,
loss, liability, proceeding, governmental investigation or enforcement action
arising out of or relating to any Customer Data or your use or misuse of the
Service (“Claim”). Zethos and its
affiliates will cooperate as fully as reasonably required in the defense of any
Claim, at your expense. Zethos reserves the right, at your expense, to retain
separate counsel for themselves in connection with any Claim or, if you have
not responded reasonably to the applicable Claim, to assume the exclusive
defense and control of any Claim in which you are a named party and that is
otherwise subject to indemnification under this Section. You will pay all
costs, reasonable attorneys’ fees and any settlement amounts or damages awarded
against Zethos in connection with any Claim. You will also be liable to Zethos
for any costs and attorneys’ fees Zethos incurs to successfully establish or
enforce Zethos’s right to indemnification under this
NOTWITHSTANDING ANYTHING TO
THE CONTRARY, ZETHOS AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL
EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES,
CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO
ANY SUBJECT MATTER OF THESE TERMS OF SERVICE OR TERMS AND CONDITIONS RELATED
THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY:
(A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR
CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS);
(C) FOR ANY MATTER BEYOND ZETHOS’ REASONABLE CONTROL; OR (D) FOR ANY
AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED ONE
THOUSAND DOLLARS ($1,000), IN EACH CASE, WHETHER OR NOT ZETHOS HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
You and Zethos agree
to resolve any dispute arising under these Terms of Service or in relation to
the Service by binding arbitration in San Francisco, California, or in another
location that both parties agree to.
This applies to all claims under any legal theory, unless the claim fits
in one the exceptions below. It also applies even after you have stopped using
your Zethos account or have deleted it. If the parties have a dispute about
whether this agreement to arbitrate can be enforced or applies to such dispute,
the parties agree that the arbitrator will decide that too.
You and Zethos agree
that the parties will go to court to resolve disputes relating to your or Zethos’ intellectual property (e.g., trademarks, trade
dress, domain names, trade secrets, copyrights or patents). Also, either party can bring a claim in small
claims court either in San Francisco, California. In addition, if either party brings a claim
in court that should be arbitrated or either party refuses to arbitrate a claim
that should be arbitrated, the other party can ask a court to force the parties
to go to arbitration to resolve the claim (i.e., compel arbitration). Either
party may also ask a court to halt a court proceeding while an arbitration
proceeding is ongoing.
Prior to filing any arbitration, both parties
jointly agree to seek to resolve any dispute between the parties by mediation
conducted by the American Arbitration Association (“AAA”), with all mediator
fees and expenses paid equally by the parties. If mediation is not successful,
either party may initiate an arbitration proceeding with AAA. You can look at
AAA’s rules and procedures on their website http://www.adr.org or you can call
them at 1-800-778-7879. The arbitration
will be governed by the then-current version of AAA’s Commercial Arbitration
Rules (the "Rules") and will be held with a single arbitrator appointed
in accordance with the Rules. To the extent anything described in this
agreement to arbitrate conflicts with the Rules, the language of this agreement
to arbitrate applies.
Each party will be entitled to get a copy of
non-privileged relevant documents in the possession or control of the other
party and to take a reasonable number of depositions. All such discovery will
be in accordance with procedures approved by the arbitrator. This agreement to
arbitrate does not alter in any way the statute of limitations that would apply
to any claims or counterclaims asserted by either party.
The arbitrator’s award will be based on the
evidence admitted and the substantive law of the State of California and the
United States, as applicable, and will contain an award for each issue and
counterclaim. The award will provide in writing the factual findings and legal
reasoning for such award. The arbitrator will not be entitled to modify these
Except as provided in the Federal Arbitration
Act, the arbitration award will be final and binding on the parties. Judgment
may be entered in any court of competent jurisdiction.
any provision of these Terms of Service is found to be unenforceable or
invalid, that provision will be limited or eliminated to the minimum extent
necessary so that these Terms of Service will otherwise remain in full force
and effect and enforceable. Neither
party may assign these Terms of Service except with the other party’s prior
written consent, except that either party may assign these Terms of Service as
a whole to an affiliate or a successor to substantially all of its assets or
business related to these Terms of Service.
These Terms of Service are the complete and exclusive statement of the
mutual understanding of the parties and supersedes and cancels all previous
written and oral agreements, communications and other understandings relating
to the subject matter of these Terms of Service, and that all waivers and
modifications must be in a writing signed by both parties, except as otherwise
provided herein. No agency, partnership,
joint venture, or employment is created as a result of these Terms of Service
and each party does not have any authority of any kind to bind the other party
in any respect whatsoever. In any action
or proceeding to enforce rights under these Terms of Service, the prevailing
party will be entitled to recover costs and attorneys’ fees. Any notice required or permitted to be given
hereunder will be given in writing by personal delivery, certified mail, return
receipt requested, or by overnight delivery.
Notices to Customer must be sent to the email or other address as set
forth in your account information.
Notices to Zethos must be sent to the following address: Zethos, Inc., 15
Lucerne St #2., San Francisco, CA, 94103, Attn: Legal. The enforceability and interpretation of the
arbitration provisions above will be determined by the Federal Arbitration Act
(including its procedural provisions). Apart from such arbitration provisions, these
Terms of Service shall be governed by the laws of the State of California
without regard to its conflict of laws provisions,
and such disputes will be subject to the exclusive jurisdiction and venue of
the state and federal courts of San Francisco, California, United States. You agree that Zethos may refer to your name
and trademarks in Zethos’ marketing materials and website.