Terms of Service: Platform Terms
1. Agreement
These Platform Terms of Service (the “Platform Terms”) govern access to and use of the COBOTA platform and related services (collectively, the “Platform”), provided by COBOTA (“Company,” “we,” “us,” or “our”).
By creating an account, clicking acceptance, or executing an order form, statement of work, or similar ordering document (“Order Form”), the customer organization (“Customer”) agrees to be bound by these Platform Terms. If you accept on behalf of an entity, you represent you have authority to bind that entity.
These Platform Terms are for employer-side customers only. We do not offer a job-seeker service, candidate-facing portal, or job board intended for job seekers as customers.
Customer agrees that electronic acceptance of these Platform Terms, including by clicking an acceptance button or executing an Order Form electronically, constitutes a legally binding agreement equivalent to a written signature.
Customer’s and Users’ use of the Platform is also subject to Company’s Privacy Policy, as updated from time to time and incorporated by reference.
2. Definitions
- “Candidate” means any individual who is sourced, identified, contacted, screened, ranked, evaluated, interviewed, introduced, referred, considered, or otherwise processed through or in connection with the Platform for a potential employment, contractor, consulting, or other work opportunity with Customer, whether or not such individual has applied for a role, responded to outreach, participated in an interview, been introduced to Customer, been hired or engaged by Customer, or become an employee or contractor of Customer.
- “Candidate Data” means professional information about individuals, including publicly available information, contact details obtained from permitted sources, enrichment attributes, and any candidate-related information contained in recordings or transcripts of Customer–Candidate interactions facilitated through the Platform as well as information collected from individuals who provide professional references regarding Candidates, including recordings or transcripts of reference check calls facilitated through the Platform. For clarity, the raw recordings and raw transcripts themselves are Company-controlled Platform records, while Customer’s access and use rights are governed by these Platform Terms and the applicable Order Form.
- “Commission” means the success fee due for a filled role as specified in the Order Form or Pricing Page.
- “Customer Data” means data Customer or its Users provide to the Platform, including roles, requisitions, hiring workflows, evaluations, notes, messages drafted by Customer users, and configuration.
- “Output” means Platform-generated suggestions, rankings, screening results, summaries, and drafts (including outreach drafts).
- “Replacement Period” means the period beginning on the candidate’s start date and ending 30 days thereafter.
- “User” means an employee or contractor authorized by Customer to use the Platform under Customer’s account.
3. Services
The Platform may include sourcing, ranking, screening, outreach, candidate tracking (light ATS), and integrations. The Platform may use automated and AI-assisted methods to generate Output.
Company does not warrant that Candidate Data, Output, or other information provided through the Platform will be complete, current, error-free, or sufficient for any particular hiring decision. Company will use commercially reasonable efforts to maintain the Platform in a manner consistent with its intended functionality, but Customer remains responsible for independently reviewing and validating Candidate Data and Output before using them in any employment-related decision.
4. License to Use the Platform
Subject to these Platform Terms and the applicable Order Form, Company grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Platform during the applicable term solely for Customer’s internal business purposes.
5. Plans, Limits, and Changes
Subscription plans, included features, role limits, candidate limits, and support levels are set forth in the applicable Order Form and/or plan description. We may modify the Platform over time; we will not materially reduce core functionality for a paid Subscription during the then-current term without reasonable notice.
6. Fees, Payment, and Taxes
Customer will pay all Subscription fees and Commissions described in the Order Form. Fees are non-refundable except where required by law.
Customer is responsible for applicable taxes (excluding our income taxes). Late payments may accrue interest and we may suspend access for non-payment.
Company reserves the right to correct any errors or inaccuracies in pricing, fees, or descriptions, and to cancel or adjust affected transactions or Order Forms to the extent permitted by law.
Company may correct any typographical, administrative, technical, pricing, fee, service-description, or other errors or inaccuracies in the Platform, Order Forms, or related materials, and may cancel, modify, or adjust affected transactions or subscriptions to the extent permitted by law.
7. Commission, Fee Protection, and Anti-Circumvention
7.1 Introduction
A “Candidate Introduction” occurs when Company (a) provides Candidate contact details, (b) provides a Candidate profile sufficient to identify the Candidate, (c) schedules or facilitates communication between Customer and Candidate, or (d) records/transcribes a Customer–Candidate interaction facilitated by Company or the Platform.
7.2 Commission Trigger
If Customer hires, contracts with, or otherwise engages a Candidate introduced by Company (directly or indirectly) for any role or substantially similar role within 12 months after the Candidate Introduction, Customer will pay the applicable Commission, regardless of whether the engagement occurs through the Platform, outside the Platform, via an affiliate, or through a third party.
7.3 No Offsets
Unless expressly stated in the Order Form, Customer may not offset Subscription fees against Commissions.
8. Replacement Guarantee
If a Candidate hired for a role through a Candidate Introduction separates from Customer within the Replacement Period following the candidate’s start date, Company will make commercially reasonable efforts to source a replacement Candidate for that role at no additional Commission.
This guarantee is conditioned on: (a) Customer being current on payments, (b) Customer providing timely feedback and participating in the process, and (c) the separation not being caused by a reduction in force, elimination of role, or material change to the role’s comp structure, level, or location.
Unless required by law, the guarantee does not provide refunds and does not guarantee replacement timing or success.
9. Customer Responsibilities
- Customer is responsible for all hiring decisions, compliance with employment laws, and use of Platform Output, including compliance with laws and guidance applicable to automated, algorithmic, or AI-assisted employment tools. Company will provide reasonably available information about the Platform’s intended functionality, material limitations, and use of AI-assisted features as reasonably necessary for Customer to evaluate and use the Platform in compliance with applicable law.
- Customer will ensure Users keep credentials secure and comply with these Platform Terms.
- Customer will not use the Platform to discriminate unlawfully or violate applicable labor, privacy, or recording laws.
- Company does not conduct background checks, verification, or independent validation of Candidates unless expressly stated in an Order Form. Customer is solely responsible for evaluating Candidates, conducting appropriate diligence, and making hiring or engagement decisions.
- Customer is responsible for all activities conducted through its accounts and for maintaining the confidentiality of User credentials. Company will not be liable for any loss or damage arising from unauthorized access resulting from Customer’s failure to safeguard credentials.
- Customer will provide and maintain accurate, current, and complete information necessary for Company to provide the Platform and related services.
10. User Account Control
Company may suspend, disable, or terminate any User account or access credentials at any time, in its discretion, including for any or no reason, or if Company believes such account poses a security risk or violates these Platform Terms.
11. Mandatory Call Recording and Transcription
The Platform requires recording and transcription of Customer–Candidate calls when those calls are scheduled, hosted, or otherwise facilitated through the Platform (including via a call assistant such as Gong). Customer acknowledges that recordings and transcripts may be stored and made available within the Platform to Customer Users. Company controls the hosting, storage, processing, retention, and deletion of recordings and transcripts as part of the Platform, subject to any express export or retention commitments in the applicable Order Form.
11.1 Consent Allocation
Customer is solely responsible for providing required notices and obtaining all legally required consents from Candidates and any other participants, including references and other third parties participating in calls facilitated through the Platform, prior to recording or transcription. Company may provide an automated notice at the start of a call or otherwise indicate through the Platform that recording and/or transcription is enabled. By remaining on the call after such notice, participants acknowledge and consent to the recording and transcription to the extent permitted by applicable law and may choose to leave the call if they do not consent. Company does not provide legal advice regarding notice/consent requirements and is not responsible for Customer’s compliance failures.
12. Data Rights and Ownership
12.1 Customer Data
Customer owns Customer Data. Customer grants Company and its affiliates, subsidiaries, contractors, service providers, and subprocessors a worldwide, non-exclusive license to host, process, transmit, and display Customer Data to provide, operate, maintain, support, secure, monitor, analyze, improve, optimize, and develop the Platform and related products, services, features, and functionality; to generate, provide, and improve Output; to troubleshoot; to enforce these Platform Terms; to comply with law, in each case subject to applicable law and Company’s confidentiality obligations. Company will not use Customer Data, Candidate Data, recordings, transcripts, prompts, inputs, Output, or other Customer Confidential Information in identifiable form to train or improve multi-tenant AI or machine learning models, except with Customer’s consent or as expressly set forth in an Order Form.
Company may disclose Customer Data to such affiliates, subsidiaries, contractors, service providers, and subprocessors, and permit them to access, host, process, transmit, and otherwise use Customer Data on Company’s behalf, as reasonably necessary for the foregoing purposes, provided that such parties are bound by confidentiality and data protection obligations no less protective than those set forth in these Platform Terms. Company remains responsible for their compliance with such obligations.
Without limiting the foregoing, this license includes the right to use Customer Data, recordings, transcripts, prompts, inputs, outputs, feedback, and related metadata for internal research, analytics, quality assurance, and product improvement purposes. Company may also create and use aggregated, statistical, deidentified, or anonymized data derived from Customer Data for any lawful business purpose. Company may use such aggregated, statistical, deidentified, or anonymized data to develop, train, test, validate, tune, improve, and operate Company’s automated, machine learning, and AI-assisted systems and features, provided that such data does not identify Customer, its Users, Candidates, references, or other individuals. Customer’s authorized administrator users may, subject to the functionality of the Platform, access, export, and delete certain Customer Data during the Term. Company may retain Candidate Data and other data as required for legal, security, compliance, and legitimate business purposes. Upon termination or expiration, Customer’s access to Customer Data may be limited or terminated, and Company may delete or retain data in accordance with its data retention practices and applicable law.
12.2 Candidate Data
Candidate Data may include publicly available information and enrichment. Neither party “owns” public facts. As between the parties, Company owns the Platform’s compilations, normalization, and enrichment of Candidate Data, while Customer owns Customer-created evaluations, notes, and decisions.
As between the parties, Company owns and controls the raw recordings and raw transcripts generated through the Platform as part of the Platform services, and Customer receives a limited right during the applicable term to access and use them internally for hiring purposes only, subject to these Platform Terms.
12.3 Output
Customer may use Output for internal hiring purposes. Output may be similar for other customers due to the nature of automated systems. Customer remains responsible for verifying Output before relying on it. Company does not warrant that any Output or other information provided through the Platform is accurate, complete, or current.
12.4 No Professional Advice; Non-Reliance
The Platform and any Output are provided for informational and operational purposes only and do not constitute legal, employment, or other professional advice. Customer acknowledges that it does not rely on the Platform or any Output as a substitute for independent judgment or professional advice, and Company will not be responsible for any decisions or actions taken based on such Output.
12.5 Usage Data
Company may collect and generate operational telemetry, technical logs, feature usage information, performance data, diagnostic data, and other analytics and metadata relating to access to and use of the Platform (“Usage Data”). Company owns Usage Data and may use, process, disclose, and exploit Usage Data to operate, maintain, secure, support, analyze, improve, optimize, and develop the Platform and related products and services, including for benchmarking, reporting, troubleshooting, and development, training, testing, validation, and improvement of automated, machine learning, and AI-assisted features and systems, subject to applicable law and Company’s confidentiality obligations. Usage Data will not include Customer Data, Candidate Data, recordings, transcripts, prompts, inputs, Output, or Customer Confidential Information in identifiable form.
12.6 Third-Party and Customer Content
Company is not responsible for the content, accuracy, or legality of Customer Data, Candidate Data, or any communications or materials generated, submitted, or shared by Users, Candidates, or third parties through the Platform.
12.7 AI, Machine Learning, and Product Improvement
Customer acknowledges and agrees that Company may use Usage Data, feedback, and aggregated, statistical, deidentified, or anonymized data derived from Customer Data, Candidate Data, recordings, transcripts, prompts, inputs, Output, feedback, usage data, and related metadata to develop, train, test, validate, evaluate, improve, and operate the Platform and Company’s automated, machine learning, and AI-assisted models, systems, features, and related products and services. Such use may include human review, annotation, benchmarking, safety and quality testing, algorithm improvement, and creation of aggregated, statistical, deidentified, anonymized, or synthetic data and datasets. For the avoidance of doubt, Company will not use Customer Data, Candidate Data, recordings, transcripts, prompts, inputs, Output, or Customer Confidential Information in identifiable form to train or improve multi-tenant models except with Customer’s consent or as expressly set forth in an Order Form. Customer represents that it has obtained all rights, notices, and consents necessary for Company to process such information as contemplated by these Platform Terms and the Privacy Policy. As between the parties, Company retains all right, title, and interest in and to its models, algorithms, systems, know-how, learnings, improvements, and derivative works, including any models or systems trained, tuned, or improved using information processed under these Platform Terms, excluding Customer Data in its identifiable form.
12.8 AI Hiring Compliance; Human Review
Customer acknowledges that the Platform and Output are intended to assist, and not replace, Customer’s independent judgment in sourcing, screening, evaluating, interviewing, selecting, hiring, or rejecting Candidates. Customer is solely responsible for determining whether and how to use any Output in its hiring processes; providing any notices, disclosures, accommodations, appeals, alternative review processes, or human review required by applicable law; and ensuring that its use of the Platform and Output complies with all employment, labor, anti-discrimination, disability accommodation, privacy, and automated decision-making laws.
Customer will not use the Platform or Output as the sole basis for any employment decision without meaningful human review. Company will not knowingly design the Platform to make final employment decisions on Customer’s behalf or to use protected characteristics as the determinative basis for employment-related recommendations, rankings, or Output, except to the extent expressly configured by Customer and permitted by applicable law.
Company will use commercially reasonable efforts to develop and operate AI-assisted Platform features in a manner intended to support fair and lawful use, including by maintaining reasonable safeguards, testing, or review processes appropriate to the nature of the applicable feature. Company does not represent that the Platform or Output satisfies Customer’s obligations under any employment, anti-discrimination, disability accommodation, or AI hiring law, and Customer remains responsible for its own hiring decisions and legal compliance.
13. Multi-Tenant Candidate Pools
Customer acknowledges Company may source Candidates and present the same Candidate to multiple customers. Unless explicitly stated in an Order Form, Company does not provide exclusivity.
14. Confidentiality
Except as permitted under Section 15, each party will protect the other party’s Confidential Information using reasonable care and may use it only to perform obligations under these Platform Terms. Confidential Information excludes information that is public without breach, independently developed, or lawfully received from a third party.
15. Legal Compliance and Disclosure
Company may disclose Customer Data, Candidate Data, or other information as required by law, regulation, legal process, or governmental request, and may cooperate with law enforcement authorities. Customer waives and releases Company from any claims arising from such disclosures made in good faith.
16. Acceptable Use
Customer will not: (a) reverse engineer or attempt to extract models, (b) scrape the Platform, (c) use the Platform to violate law, (d) interfere with Platform security, or (e) resell Platform access without authorization.
Customer will not copy, reproduce, distribute, or create derivative works from the Platform or its content except as expressly permitted. Except for the limited rights granted in these Platform Terms, no rights, title, or interest in the Platform are transferred to Customer.
Company may take any action it reasonably deems necessary to enforce these Platform Terms, including suspending access, pursuing legal remedies, or referring matters to law enforcement authorities.
17. Monitoring and Enforcement
Company may, but is not obligated to, monitor use of the Platform and review Customer Data and activity for compliance with these Platform Terms. Company reserves the right to remove, restrict, or disable access to any content or activity that it reasonably determines violates these Platform Terms or may expose Company to risk.
Company has no obligation to monitor the Platform or review content, and will not be liable for any failure to monitor, remove, or take action with respect to any content or activity.
18. Third-Party Services
The Platform may integrate with third-party services (including call recording/transcription providers). Third-party services are governed by their own terms and privacy practices; Company is not responsible for third-party services.
19. Third-Party Conduct
Company is not responsible for the actions, content, or communications of Candidates, Users, or any third parties. Customer acknowledges that interactions with Candidates or other third parties occur at Customer’s own risk, and Company will not be liable for any misconduct, misrepresentation, or unauthorized disclosure of information by such parties.
Customer assumes all risk arising from its interactions, communications, interviews, negotiations, and engagements with Candidates and other third parties.
20. Warranty Disclaimer
The Platform and Output are provided “as is” and “as available.” Company disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
Company does not warrant that the Platform will be uninterrupted, error-free, secure, or available at all times, or that any defects will be corrected. Customer’s use of the Platform is at its own risk.
21. Limitation of Liability
To the maximum extent permitted by law, Company will not be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or lost data.
To the maximum extent permitted by law, Company’s total liability arising out of or related to the Platform or these Platform Terms will not exceed the amounts paid by Customer to Company in the 12 months preceding the event giving rise to the claim.
22. Exclusive Remedy
To the maximum extent permitted by law, Customer’s sole and exclusive remedy for any claim arising out of or related to the Platform or these Platform Terms will be, at Company’s option, (a) correction of the applicable Service, or (b) a refund of fees actually paid by Customer to Company for the affected Service during the twelve (12) months preceding the event giving rise to the claim.
Customer’s sole and exclusive remedy if dissatisfied with the Platform is to stop using the Platform and, where applicable and as determined by Company in its discretion, receive the remedy set forth in this Section.
23. Indemnification
Customer will defend and indemnify Company against claims arising from (a) Customer’s hiring decisions, (b) Customer’s breach of these Platform Terms, (c) Customer’s violation of recording, privacy, or employment laws, or (d) Customer Data infringing third-party rights. Company will defend and indemnify Customer against third-party claims arising directly from Company’s gross negligence, willful misconduct, or material breach of these Platform Terms; provided, however, that Company will have no obligation to the extent any such claim arises from Customer Data, Customer’s hiring decisions, Customer’s violation of applicable law, or Customer’s use of the Platform in violation of these Platform Terms. Notwithstanding anything to the contrary in these Platform Terms, Company’s aggregate liability for its defense and indemnification obligations under this Section will not exceed the fees actually paid by Customer to Company under these Platform Terms during the twelve (12) months preceding the event giving rise to the applicable claim.
24. Term, Suspension, and Termination
These Platform Terms remain in effect while Customer uses the Platform. We may suspend or terminate access for material breach, non-payment, or security risk. Upon termination, Customer’s license ends and Customer must stop using the Platform. Sections intended to survive will survive.
Company may, at its discretion and without liability, suspend or terminate access to the Platform at any time, including to prevent harm to the Platform, other customers, or Company, or to address legal or compliance risks.
25. Governing Law; Venue
These Platform Terms are governed by Delaware law, without regard to conflict-of-law principles. The parties consent to exclusive jurisdiction and venue in state or federal courts located in Delaware.
26. Modifications to Terms
Company may update or modify these Platform Terms from time to time. Unless otherwise stated, modifications will become effective upon posting or upon notice to Customer. Customer’s continued use of the Platform after the effective date of any modifications constitutes acceptance of the updated Platform Terms.
27. Relationship of the Parties
The parties are independent contractors, and nothing in these Platform Terms creates any partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other or incur obligations on the other’s behalf.
28. Limitation on Time to Bring Claims
To the maximum extent permitted by law, any claim or cause of action arising out of or related to the Platform or these Platform Terms must be brought within one (1) year after the claim accrues, or it will be permanently barred.
29. Severability
If any provision of these Platform Terms is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.
30. No Waiver
No failure or delay by Company in exercising any right under these Platform Terms will operate as a waiver of that right, and no waiver will be effective unless in writing and signed by an authorized representative of Company.
31. Entire Agreement
These Platform Terms, together with any applicable Order Form and any documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the Platform and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding the Platform.
32. Contact
Questions: legal@cobota.ai