Terms of Services.
Effective Date: 5 May 2021
These Terms of Service (“Terms”) shall take effect as of the date indicated above, and shall govern your use of the Site and Services of PT Shortlyst Labs International (“Shortlyst”, “we”, “our” or “us”) on and after the date, unless you entered into an agreement with Shortlyst which specified otherwise.
“Agreement” means these Terms of Service and all materials referred or linked to herein, to constitute an entire agreement between you and Shortlyst with respect to your use of the Website and Services.
“Authorized Purposes” means the use of Personal Data provided by Shortlyst for Customers’ and Users’ operational purposes, including recruiting and human resource operations.
“Confidential Information” means the terms and the content of the Agreement, as well as information regardless of its form (whether it is in written, oral, or in the form of electronic data) that the Parties provide each other as part of the performance of the Agreement. This information includes all documents, data, and other media that the other Party produces itself as well as Intellectual Property Rights. Confidential Information also includes any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the Agreement.
“Contact Credits” means any number of allocations provided to Customers and Users during the Service Term revealing the applicable contact information of job candidates. For example, one reveal of a job candidate’s applicable contact information uses one credit.
“Customer” means an individual acting in such individual’s own legal capacity or an entity along with its affiliates, who ordered the Services by subscribing online or executing a Service Order with Shortlyst.
“Data” means all data, content, and information (including Personal Information) owned, held, used, or created by or on behalf of the Customer that is stored using, or inputted into, the Services.
“Documentation” means any Statement of Work, manuals, documents, and other supporting materials related to the Services that Shortlyst provides to the Customer or that the Customer can access under the Agreement.
“End Date” is the date when your Services expire and your access to the Subscription Service is terminated, unless otherwise agreed to by Shortlyst.
“Entire Agreement” means this Terms of Service and all materials referred or linked to herein, to constitute an entire agreement between you and us with respect to your use of the Website and Services.
“Fees” means the fees set out in the Pricing Page, as updated from time to time in accordance with clause 1.4.
“Force Majeure” means any circumstances that are beyond the reasonable control of a party, including but not limited to strikes, company-internal labor disputes, war, terrorist attacks, unrest, natural disasters that have been announced by the Indonesian Government, pandemic, fire, acts of sabotage by third parties (such as denial-of-service attacks), or the loss of or failure to obtain official permits through no fault of the applicant. The Parties shall inform each other of the occurrence of any episodes of force majeure. For the avoidance of doubt, the Force Majeure event shall not include:
- an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
- a lack of funds for any reason.
“Intellectual Property Rights” means all intellectual and industrial property rights, including copyright and all rights existing anywhere in the world conferred under the law or statute relating to inventions (including patents), registered and unregistered trademarks (including domain names), registered and unregistered designs, circuit layouts, data and databases, confidential information, know-how, intellectual or commercial rights, all other rights resulting from intellectual activity and applications for registration of any of the foregoing, and the right to apply in any part of the world. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
“Job Projects” means active job slots created by the Customer or User on the SaaS Service.
“Objectionable” means being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.
“Parties” refers to Shortlyst and you (who have entered into this Agreement) collectively; individually referred to as “Party”.
“People Analytics Software” means the software owned by Shortlyst (and its authorized licensors) that is used to provide the SaaS Service.
“Personal Information” means any data about someone who is identified or can be identified separately or combined with other information, both directly and indirectly through electronic and/or non-electronic system, including full name, citizenship, gender, religion, financial data, health data, life/sexual orientation, biometric data, genetic data, political views, children’s data, criminal record and/or any other personal data that can be used to identify someone that is regulated under Indonesian law.
“Profile Viewing” means a feature included in the SaaS Service that allows Customers and Users to view people profiles from Shortlyst’s database for Authorized Purposes.
“Related Services” means any further services that Shortlyst agrees to provide to Customers and Users under the Agreement, including but not limited to:
- Applicant Tracking System integration (only if required by Customers or Users)
To avoid doubt, additional Related Services may be requested by the Customer during the term of the Agreement and additional Fees will apply to those services.
“SaaS Service” is an AI talent sourcing tool that helps employers identify the strongest candidates across the world wide web and engage with them in an efficient manner. The SaaS Service includes the following main features:
- Profile Viewing
- Job Projects creation
- Sequenced Reach Out
- Contact Credits
The SaaS Service is described in more detail on the Website, as the Website is updated from time to time.
“Sequenced Reach Outs” means automated messages that can be sent through the SaaS Service.
“Services” means the SaaS Service and any Related Service.
“Service Order” means the order form specifying the services Customer orders and the corresponding fees, incorporating all applicable terms of the Entire Agreement entered into by and between Shortlyst and Customer.
“Service Term” means the period of the applicable Services you ordered, usually denoted by “Start Date” and “End Date” in an applicable Service Order. Your actual access date to the Subscription Service may be different than the “Start Date”.
“Subscription Service” means Shortlyst’s web-based software platform, ordered by Customer by either subscribing through the Website or by executing a Service Order, provided to Customer as a subscription.
“Start Date” is the date when you subscribe to the Services on the Site or the date a Service Order is executed between you and Shortlyst, which determines the start date of your Service Term for Shortlyst to provide Services to you. It may not be the same date as when you are granted access to your purchased Subscription Service.
“Statement of Work” means, if applicable, a mutually executed document detailing the specific services that we will perform for you.
“Underlying Systems” means the People Analytics Software, IT solutions, systems, and networks (including software and hardware) used to provide the Services, including any third-party solutions, systems, and networks.
“Users” means an individual who is authorized by Customer to use the Services, for whom Customer has ordered Services, as specified in the Service Order, and who signs up for the Services using a Customer-supplied business email address. Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.
“Website” means the Shortlyst website, shortlyst.ai, and its affiliated websites, domains, subdomains, add-on domains, platforms, features, software, mobile applications, or products.
“Website Visitors” means any unregistered person/entity/organization that uses the Site.
“Year” means a 12-month period starting on the Start Date or the anniversary of that date.
- SCOPE OF AGREEMENT & SERVICES
1.1 Terms of Services. These Terms of Service are a legally binding contract between you (including Website Visitors, Customers, and Users) and Shortlyst, which govern your access and use of the People Analytics Software, including the SaaS Service, Related Services, and Website, owned, managed and/or controlled by us.
IF YOU CHOOSE NOT TO AGREE WITH THE TERMS OF SERVICE, DO NOT USE THE SITE.
1.2 Privacy Policies. For information about how we collect, use, and share your information when you use the Website and Services, please review our Privacy Policies.
1.5 Order of Precedence. In the event of any inconsistency or conflict among the provisions of the following agreements, the inconsistency or conflict will be resolved by giving precedence in the following order:
- The Agreement.
1.6 General Services. Shortlyst must use reasonable efforts to provide the Services:
- in accordance with the Agreement and local presiding regulations;
- exercising reasonable care, skill, and diligence; and
- using suitably skilled, experienced, and qualified personnel.
1.7 Types of Subscription Service.
- Shortlyst Starter. This Subscription Service provides Customers with limited functions and features.
- Shortlyst Free Trial. This Subscription Service provides the functions and features of Shortlyst Starter for Customer’s evaluation purposes for a limited trial period and free of charge until the earlier of (a) the early termination or expiration of the free trial period, or (b) the Start Date of any purchased Shortlyst Starter Subscription Service ordered by Customer.
- Shortlyst Enterprise. This Subscription Service provides all the functions and features of Shortlyst Starter with additional included features.
- Other. Shortlyst will continuously develop and create other categories of Subscription Services. Unless otherwise specifically and separately stated, those Subscription Services are governed by this Terms of Service.
1.8 Non-exclusive. Shortlyst’s provision of the Services to Customers and Users is non-exclusive. Nothing in the Agreement prevents Shortlyst from providing the Services to any other person.
1.9 Availability of Services.
- [Subject to clause 2.5] Shortlyst will use reasonable efforts to ensure the SaaS Service is available on a 24/7 basis. However, it is possible that on occasion the SaaS Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We will use reasonable efforts to publish on the Website and/or notify Customers and Users by email advance details of any unavailability.
- Through the use of web services and APIs, the SaaS Service interoperates with a range of third-party service features. We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third-party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make that feature available to Customers and Users. To avoid doubt, if we exercise our right to cease the availability of a third-party feature, Customers are not entitled to any refund, discount, or other compensation.
1.10 Additional Related Services.
- Shortlyst may, from time to time, make available additional services to supplement the SaaS Service.
- At your request and subject to you paying the applicable Fees, Shortlyst may agree to provide an additional Related Service on the terms of the Agreement.
- CUSTOMER OBLIGATIONS
2.1 Account Registration. To use the Services, Customers and Users must complete the online account registration process by providing us with current, complete, and accurate information as prompted by the applicable registration form on the Website. You agree to register only once for one account. You agree you will not (i) register on behalf of another person; (ii) register under a fictional name; (iii) register with untruthful information for the purpose to deceive or mislead others as to their true identity; or (iv) register with information that’s implicitly or explicitly offensive, discriminative, hateful, indecent, or vulgar. Your registration constitutes your consent to receive email communications from Shortlyst, which may include customer support and marketing messages. You may opt-out from receiving email correspondence from us except for notifications necessary to provide Services for your account.
2.2 Account Security. Shortlyst maintains appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of the information Customers or Users post, store or transmit on the Website. However, you are solely responsible for managing and securing the login credentials of your account. Customers and Users should notify us immediately of any known or suspected unauthorized use of their username and password or any other online behaviors which pose substantial risks of a security breach. We will not be responsible for any losses incurred as a direct or indirect result of the Customers or Users sharing login credentials with others.
2.3 Eligibility. Customers and Users are eligible to use the SaaS Service if they:
- have reached the minimum age to use the SaaS Service. “Minimum Age” means 16 years old. However, if any applicable law requires that they must be older in order for Shortlyst to lawfully provide them access to the Services (including collecting your Personal Data) without parental consent then the Minimum Age is such older age;
- are not restricted by us from receiving Services and/or barred under applicable laws;
- will only make purchases on the Website for their own or their entity or organization’s Authorized Purposes;
- will create one Account only which must be created in their real name and using Customers or Users’ business email address; and
- agree to make all information provided to us accurate, true, current and complete.
2.4 General Use. Customers and Users must:
- use the Services in accordance with the Agreement solely for:
- i) your own internal business and recruitment purposes; and
- ii) lawful purposes in accordance with the applicable laws and regulations in Indonesia;
- not assign, transfer, resell or make available the Services to any third party, or otherwise commercially exploit the Services.
2.5 Access Conditions. When accessing the SaaS Service, Customers and Users must:
- not impersonate another person or misrepresent authorization to act on behalf of others or Shortlyst;
- not attempt to undermine the security or integrity of the Underlying Systems;
- not use, or misuse, the SaaS Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the SaaS Service;
- not attempt to view, access or copy any material or data other than:
- i) that which Shortlyst has authorised to access; and
- ii) to the extent necessary for Customers and Users to use the SaaS Service in accordance with the Agreement and the prevailing laws in Indonesia.
- neither use the SaaS Service in a manner, nor transmit, input, or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading; and
- comply with any Terms of Services on the People Analytics Software, as updated from time to time by Shortlyst.
2.6 Information Storage. Shortlyst is essentially not an online information storage service. Unless otherwise specifically agreed to by us in writing, we have no obligation to maintain or make available a copy of any information that you stored in your account, except to the extent to comply with any applicable laws, an order of legal authority, or our internal policies. We may provide you with email integration solutions that allow you to communicate with job candidates directly through the Website, however, we do not read or store any such communications between you and job candidates in your account. It is your responsibility to maintain a copy of the communications in your email servers.
2.7 Information Usage. You understand that Shortlyst acts only as a technology platform and interface to connect with job candidates, and that Shortlyst does not itself evaluate the qualifications of job candidates, nor does it evaluate or control in any ongoing manner, exchanges between Customers or Users and job candidates. Although Shortlyst uses commercially reasonable efforts to maintain and update job candidates’ information, Shortlyst does not make representations or assume responsibility for the accuracy, completeness, and reliability of the information of the job candidates. You agree to use caution, common sense, and generally acceptable practices to engage with job candidates. You may make any notes about job candidates, update information about job candidates, and then share them with others within your organization. Shortlyst will neither access nor take responsibility for the accuracy of the notes or information you created in your account.
2.8 Interactions with the Website. Shortlyst has no responsibility, with respect to the acts, omissions, errors, representations, warranties, breaches, or negligence by you or others other than us, for any personal injuries, death, property damage, or other damages or expenses caused by your interactions with the Website.
2.9 Errors, Inaccuracies, and Omissions. Occasionally there may be information on the Website that contains typographical errors, inaccuracies, or omissions. Shortlyst reserves the right, at any time without prior notice to Customers and Users, to correct any errors, inaccuracies, or omissions, or to update any outdated information on the Website. In no event should we undertake any obligation to update, amend or clarify information on the Website, except as required by law. Without specifications on the Website, no date listed on the Website should be taken to indicate that certain information on the Website has been modified or updated.
2.10 Authorisations. Customers and Users are responsible for procuring all licenses, authorizations, and consents required for it and its personnel to use the Services, including to use, store and input Data into, and process and distribute Data through the Services.
2.11 General Restrictions. You agree to use the Services solely for Authorized Purposes. Any violation of this obligation may result in, among other things, termination or suspension of your account and your ability to use the Website, People Analytics Software, and Services. Furthermore, you agree not to, directly or indirectly, conduct the following prohibited actions on the Services:
- Reverse engineer, duplicate, replicate, remove, transfer, reveal, decompile, disassemble or otherwise attempt to discover the source code, object code, or underlying architecture, ideas, know-how or algorithms of the People Analytics Software and Services;
- Modify, translate, or create derivative works based on the Website, People Analytics Software, Services, Documentation, graphics or user interface thereof to build a competitive or similar website or service;
- Make the Services or Documentation available to anyone other than Customers or Users, use any Services or Documentation for the benefit of anyone other than the Customer or its Affiliates, or use the Services for timesharing, service bureau, or outsourcing offerings, unless expressly approved by Shortlyst;
- Remove or cover any proprietary notices, marks, or labels, overlay or otherwise modify the Website or its appearance;
- Download, store, distribute, transmit, publish, export, re-export, or otherwise disseminate any of Shortlyst’s IP;
- Access content or data not intended for you, collect or harvest others’ Personal Information including account names from the Website or People Analytics Software that is not aligned with the Authorized Purposes;
- Attempt to gain unauthorized access, impersonate other Customers or Users or otherwise misrepresent your affiliation with them, or conduct fraud by hiding your identity;
- Violate or attempt to violate any security or authentication features or measures of the Website and People Analytics Software;
- Attempt to circumvent any blocking (e.g., by masking your IP address or using a proxy IP address) after you are blocked by Shortlyst;
- Attempt to circumvent a contractual usage limit by indirect access to or use of any Services;
- Attempt to probe, scan or test the vulnerability of the Website, People Analytics Software, or any associated system or network without Shortlyst’s authorization;
- Interfere or attempt to interfere with other Customers and Users by submitting malicious software or code, virus, “flooding,” “spamming,” “mail bombing,” or “crashing”;
- Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website, People Analytics Software, and Services;
- Use any data mining tools such as “robots” or “spiders” to extract the content or features of the Website and People Analytics Software;
- Upload and store invalid data, viruses, worms, or other software agents through the Website;
- Store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
- Use the Services to target any person or group, whether protected or not by local or international law, in a way that may discriminate, harass or disrespect that person or group, or violate any laws that govern civil rights, equal protection, or anti-discrimination;
- Use the Services for direct commercial solicitation purposes without Shortlyst’s written authorization; or
- Use the Website, People Analytics Software, or Services without Shortlyst’s authorization for any illegal activities or in violation of any applicable laws or regulations in Indonesia.
2.12 Limited Use of Reports. By using the SaaS Service you acknowledge that Shortlyst is not a credit reporting agency as defined by the Financial Services Authority Regulation No. 42/POJK.03/2019 regarding Credit Information Management Agency and its implementing regulations that may change from time to time. Shortlyst does not evaluate a job candidate on your behalf for employment purposes. Shortlyst only connects Customers and Users with job candidates and it is their ultimate responsibility to evaluate and determine a job candidate’s qualifications. You agree not to use any reports generated through the SaaS Service as the sole means and for the sole purpose to evaluate a person’s eligibility for employment purposes. You further agree not to use the reports to determine a person’s eligibility for credit or insurance to be used primarily for personal, family, or household purposes, to evaluate a person’s eligibility for a government license or benefit, or for any other purpose other than stipulated in this Agreement.
3.1 Shortlyst access to Data.
- Customers and Users acknowledge that:
- i) Shortlyst may require access to the Data to exercise its rights and perform its obligations under the Agreement; and
- ii) to the extent that this is necessary but subject to clause 7, Shortlyst may authorise a member or members of its personnel to access the Data for this purpose.
- You must arrange all consents and approvals that are necessary for Shortlyst to access the Data as described in clause 3.1a.
3.2 Analytical Data. Customers and Users acknowledge and agree that:
- Shortlyst may:
- i) use Data and information about Users’and the Users’ end users’ use of the Services to generate anonymised and aggregated statistical and analytical data (Analytical Data); and
- ii) use Analytical Data for Shortlyst’s internal research and product development purposes and to conduct statistical analysis and identify trends and insights; and
- Shortlyst’s rights under clause 3.2a above will survive termination or expiry of the Terms of Services; and
- title to, and all Intellectual Property Rights in, Analytical Data is and remains as Shortlyst’s property.
- You acknowledge and agree that to the extent Data contains Personal Information, in collecting, holding, and processing that information through the Services, Shortlyst is acting as your agent for the purposes of the applicable privacy law in Indonesia.
- You must obtain all necessary consents from the relevant individual to enable Shortlyst to collect, use, hold and process that information in accordance with the Agreement.
3.4 Backups of Data. While Shortlyst will take standard industry measures to back up all Data stored using the Services, you agree to keep a separate back-up copy of all Data uploaded by it onto the SaaS Service.
3.5 International storage of Data. Customers and Users agree that Shortlyst may store Data (including any Personal Information) in secure servers overseas and may access that Data (including any Personal Information) internationally.
3.6 Indemnity. Customers and Users indemnify Shortlyst against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by Shortlyst’s solicitors), and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.
4.1 Fees. Customers and Users must pay Shortlyst the Fees based on their subscribed packages prior to accessing the Services.
4.2 Billing. Shortlyst will bill and charge you upfront for using the Services. Shortlyst reserves the right to charge fees for additional services provided to you. Unless specifically written otherwise in a separate agreement, your access to or use of the Services will be contingent upon your payment of all applicable fees required for your Services (“Fees”).
- If you are a Shortlyst Starter User, you will be required to provide a valid credit/debit card to our third-party payment service to make the first payment of your Service Term in order to set up your user account unless you opt for a free trial period. Service Renewal charges will be made automatically before each new Service Term, Shortlyst and our third-party payment service will send you a notification and a receipt with details of service type and amount(s) to be charged.
- If you are a Shortlyst Enterprise User, you will pay the applicable Fees itemized in the invoice and/or Service Order provided by Shortlyst in accordance with the payment terms set forth therein, through a third-party payment service, ACH, Wire, or Check as available.
- Customers and Users must pay the Fees:
- i) on the dates set out in the Service Term, or if there are none, by the 20th of the month following the date of invoice; and
- ii) electronically in cleared funds without any set-off or deduction.
4.3 Overdue amounts. Shortlyst maintains the rights to terminate service if payment of Fees is late by 30 calendar days after the due date in accordance with clause 4.2.c.i.
- By giving at least 30 days’ notice, Shortlyst may increase the Fees once each Year (but not the first Year) prior to the date of the notice. Fees updated under this clause are deemed to be the Fees listed in the Shortlyst Website Pricing Page.
- If you do not wish to pay the increased Fees, you may terminate the Agreement, provided the notice is received by Shortlyst before the effective date of the Fee increase. If you do not terminate the Agreement in accordance with this clause, it is deemed to have accepted the increased Fees.
4.5 Services Renewal. To avoid interruption to your use of the Services, the paid Services are renewed automatically upon expiration. Any credits obtained through our subscription plan do not roll over to the next month. Additional purchases of credits will carry over to the next month and you will be able to use them for up to 30 days without additional charges. Shortlyst reserves the right to charge you for any extended period of use of the Services until you notify Shortlyst in writing of your termination.
4.6 No Refunds. Unless specifically written otherwise in a separate agreement, you may cancel the Services at any time. You accept that you will not receive a refund of your upfront payment and remain liable for any unpaid portion of the Agreement, and any unpaid payment will become due immediately upon the cancellation. In the event that Shortlyst suspends, limits, conditions, or terminates your access to the Services due to your breach of any applicable agreement that you have with Shortlyst, you acknowledge that you will not receive a prorated refund for any unused portion of the Agreement, and you remain liable for any unpaid portion of the Agreement.
4.7 Payment Services. Shortlyst uses third-party payment services to accept payment information and process payments on behalf of Shortlyst. Shortlyst does not store your bank accounts and debit/credit card information. Each third-party payment service follows the Payment Card Industry Data Security Standard (“PCI DSS”) and has procedures in place to ensure secure processing of your payments. However, Shortlyst does not warrant or guarantee that any services offered through the third-party payment service conform to the requirement of PCI DSS and will meet your requirements or expectations, and Shortlyst is not responsible for any consequences arising out of your use of the third-party payment services.
- INTELLECTUAL PROPERTY
- Subject to clause 6.1.b, title to, and all Intellectual Property Rights in, the Services, the Website, and all Underlying Systems is and remains the property of Shortlyst (and its licensors), provided there is an express statement that those are the property of Shortlyst. You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
- Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. You grant Shortlyst a worldwide, non-exclusive, fully paid up, transferable, irrevocable license to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of its rights and performance of its obligations in accordance with the Agreement.
5.2 Know-how. To the extent not owned by Shortlyst, you grant us a royalty-free, transferable, irrevocable, and perpetual license to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services.
5.3 Feedback. If Customers or Users provide Shortlyst with ideas, comments, or suggestions relating to the Services or Underlying Systems (together feedback):
- all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by Shortlyst; and
- Shortlyst may use or disclose the feedback for any purpose.
5.4 Third-party sites and material. You acknowledge that the SaaS Service may link to third-party websites or feeds that are connected or relevant to the SaaS Service. Any link from the SaaS Service does not imply any Shortlyst endorsement, approval, or recommendation of, or responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, Shortlyst excludes all responsibility or liability for those websites or feeds. The Website and Services may contain links to third-party websites or services. You acknowledge and agree that Shortlyst is not responsible for: (i) the availability or accuracy of such websites or services, or (ii) the content, products, or resources on or available from such websites or services. Unless specified otherwise by Shortlyst, links to such websites or services do not imply any association or business relationship between Shortlyst and those websites or services. You assume any risks arising from and out of your use of any such third-party websites or services. You agree to comply with the terms and conditions of the third-party websites or services if you choose to use them.
5.5 Third-party Intellectual Property Rights indemnity.
- Shortlyst indemnifies Customers or Users against any claim or proceeding brought against them to the extent that the claim or proceeding alleges that their use of the SaaS Service in accordance with the Agreement constitutes an infringement of a third party’s Intellectual Property Rights (“IP Claim”). The indemnity is subject to Customers or Users:
- i) promptly notifying Shortlyst in writing of the IP Claim;
- ii) making no admission of liability and not otherwise prejudicing or settling the IP Claim, without Shortlyst’s prior written consent; and
iii) giving Shortlyst complete authority and information required for Shortlyst to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for Shortlyst’s account.
- The indemnity in clause 5.5.a does not apply to the extent that an IP Claim arises from or in connection with:
- i) Your breach of the Agreement;
- ii) use of the SaaS Service in a manner or for a purpose not reasonably contemplated by the Agreement or otherwise not authorized in writing by Shortlyst; or
iii) any third party data or any Data.
- If at any time an IP Claim is made, or in Shortlyst’s reasonable opinion is likely to be made, then in defense or settlement of the IP Claim, Shortlyst may (at Shortlyst’s option):
- i) obtain for Customers or Users the right to continue using the items which are the subject of the IP Claim; or
- ii) modify, re-perform or replace the items which are the subject of the IP Claim so they become non-infringing.
6.1 Security. Each party must, unless it has the prior written consent of the other party:
- treat and keep the Confidential Information of the other party in a strictly confidential manner at all times and use them only for the purpose of carrying out the Agreement;
- effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorized access or use; and
- disclose the other party’s Confidential Information to its personnel or professional advisors on a need-to-know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, complies with, the provisions of clauses 6.1.a and 6.1.b and all be bound in an appropriate manner to confidentiality. The handover of information to third parties is only permitted with the consent of the disclosing Party. In this case, the third parties must be obliged to maintain confidentiality in line with these provisions.
- take all reasonable precautions to prevent any unauthorized disclosure of the disclosing party’s Confidential Information, and will disclose Confidential Information only to receiving party’s employees, contractors, consultants, and legal counsels and financial advisors (i) with a need to know such information for the purposes to provide or use the Services, (ii) who are parties to appropriate agreements with binding confidentiality obligations at least as protective as the confidentiality obligation set forth herein.
- be responsible for all acts and omissions for its fulfillment of the confidentiality obligations herein. Shortlyst may disclose your Confidential Information to the extent compelled to do so by laws, rules, or regulations, or by a court order or administrative order, provided that the Shortlyst has notified you by writing prior to the intended disclosure.
6.2 Permitted disclosure. The obligation of confidentiality in clause 6.1 does not apply to any disclosure or use of Confidential Information:
- for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;
- required by law, public authorities, or the court (including under the rules of any stock exchange);
- which is publicly available at the time it was received through no fault of the recipient of the Confidential Information or its personnel;
- which was rightfully received by a party to the Agreement from a third party without restriction and without breach of any obligation of confidentiality; or
- by Shortlyst if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that Shortlyst enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 6.
6.3 Confidentiality post-Agreement. The confidentiality obligation shall remain in effect during the Service Term, and for two (2) years thereafter.
7.1 Mutual warranties. Each party warrants that it has full power and authority to enter into and perform its obligations under the Agreement which, when signed, will constitute binding obligations on the warranting party.
7.2 No implied warranties. To the maximum extent permitted by law:
- Shortlyst’s warranties are limited to those set out in the Agreement, and all other conditions, guarantees, or warranties whether expressed or implied by statute or otherwise; and
- Shortlyst makes no representation concerning the quality of the Services and does not promise that the Services will:
- i) meet your requirements or be suitable for a particular purpose;
- ii) be secure, free of viruses or other harmful code, uninterrupted or error-free.
7.3 Limitation of remedies. Where legislation or rule of law implies into the Agreement a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in the Agreement. However, the liability of Shortlyst for any breach of that condition or warranty is limited, at Shortlyst’s option, to:
- supplying the Services again; and/or
- paying the costs of having the Services supplied again.
7.4 Third-Party Software. If and to the extent to which software from third parties forms part of a Service, the license conditions of the relevant third party shall apply, in particular regarding the rights of use granted, liability, and warranty for the use of the software.
8.1 Maximum liability. The maximum aggregate liability of Shortlyst under or in connection with the Agreement or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, must not in any Year exceed an amount equal to the Fees paid by the Customer under the Agreement in the previous Year (which in the first Year is deemed to be the total Fees paid by the Customer from the Start Date of the first event giving rise to liability). The cap in this clause 8.1 includes the cap set out in clause 8.2.a.
8.2 Unrecoverable loss. To the extent permitted by Indonesian law, neither party is liable to the other under or in connection with the Agreement or the Services for any:
- loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or
- consequential, indirect, incidental or special damage or loss of any kind.
8.3 Unlimited liability:
- Clauses 8.1 and 8.2 do not apply to limit Shortlyst’s liability:
- i) under the indemnity in clause 5.5.a; or
- ii) under or in connection with the Agreement for:
– personal injury or death;
– fraud or willful misconduct; or
– a breach of clause 6.
- Clause 8.2 does not apply to limit Customers’ or Users’ liability:
- to pay the Fees;
- under the indemnity in clause 3.6; or
iii. for those matters stated in clause 8.3.a.ii.
8.4 No liability for the other’s failure. Neither party will be responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the other party or its personnel.
8.5 Mitigation. Each party must take reasonable steps to mitigate any loss or damage, cost, or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with the Agreement.
- TERM, TERMINATION, AND SUSPENSION
9.1 Duration. Unless terminated under this clause 9, the Agreement:
- starts on the Start Date and ends on the End Date; but
- where no End Date is set out in the Service Terms, the Agreement shall renew automatically in accordance with the chosen payment period (monthly or annually) by the Customer.
9.2 Termination rights:
- Either party may, by notice to the other party, immediately terminate the Agreement if the other party:
- i) breaches any material provision of the Agreement and the breach is not:
– remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
– capable of being remedied;
- ii) becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason; or
iii) is unable to perform a material obligation under the Agreement for 30 days or more due to Force Majeure.
- If the remedies in clause 5.5.c are exhausted without remedying or settling the IP Claim, Shortlyst may, by notice to Customers or Users, immediately terminate the Agreement.
9.3 Consequences of termination or expiry:
- Termination or expiry of the Agreement does not affect either party’s rights and obligations that accrued before that termination or expiry.
- On termination or expiry of the Agreement, Customers and Users must pay all Fees for Services provided prior to that termination or expiry.
- At any time prior to one month after the date of termination or expiry, Customers or Users may request:
- i) a copy of any Data stored using the SaaS Service, provided that Customers or Users pay Shortlyst’s reasonable costs of providing that copy. On receipt of that request, Shortlyst must provide a copy of the Data in a common electronic form. Shortlyst does not warrant that the format of the Data will be compatible with any software; and/or
- ii) deletion of the Data stored using the SaaS Service, in which case Shortlyst must use reasonable efforts to promptly delete that Data.
To avoid doubt, Shortlyst is not required to comply with clause 9.3.c.i. to the extent that Customers or Users previously requested deletion of the Data.
9.4 Obligations continuing. Clauses which, by their nature, are intended to survive termination or expiry of the Agreement, including clauses 3.6, 5, 6, 8, 9.3, 9.4, and 10, continue in force.
9.5 Rights to restrict. Without limiting any other right or remedy available to Shortlyst, Shortlyst may restrict or suspend Customers or Users’ access to the SaaS Service and/or delete, edit or remove the relevant Data if Shortlyst considers that Customers or Users (including any of its personnel) have:
- undermined, or attempted to undermine, the security or integrity of the SaaS Service or any Underlying Systems;
- used, or attempted to use, the SaaS Service:
- i) for improper purposes; or
- ii) in a manner, other than for normal operational purposes, that materially reduces the operational performance of the SaaS Service;
- transmitted, inputted or stored any Data that breaches or may breach the Agreement or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or
- otherwise materially breached the Agreement.
- Shortlyst must notify Customers and Users where it restricts or suspends their access, or deletes, edits, or removes Data, under clause 9.5.
- Clause 9.3.c.i will not apply to the extent that it relates to Data deleted or removed under clause 9.5.
10.1 Good faith negotiations. The Parties agree to use their best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations within 60 (sixty) calendar days from the occurrence of the dispute.
10.2 Obligations continue. Each party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a dispute.
10.3 Court Settlement. If within the specified time mentioned in Clause 10.1, the dispute cannot be settled by an amicable settlement, both Parties shall settle the disputes in the respective court jurisdictions mentioned in Clause 11.11 of the Agreement.
11.1 Publicity. Unless otherwise specified in a written agreement between you and Shortlyst, you grant us the right to add you business name and company logo to Shortlyst’s customer list, website, or marketing materials. To object to this use at any time, please contact us at email@example.com.
11.2 Force Majeure. Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure, provided that the affected party:
- immediately notifies the other party and provides full information about the Force Majeure at least within 3 (three) days as of the date of the Force Majeure event occurred;
- uses best efforts to overcome the Force Majeure; and
- continues to perform its obligations to the extent practicable.
11.3 Rights of third parties. No person other than Shortlyst and Customers or Users has any right to a benefit under, or to enforce, the Agreement.
11.4 Waiver. To waive a right under the Agreement, that waiver must be in writing and signed by the waiving party.
11.5 Independent contractor. Subject to clause 3.3, Shortlyst is an independent contractor of Customers or Users, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under the Agreement.
11.6 Notices. A notice given by a party under the Agreement must be delivered to the other party via email or otherwise notified by the other party for this purpose. If the notice is a notice of termination, a copy of that email must be immediately delivered (by hand or courier) to the equivalent officer of the other party at the other party’s last known physical address.
- If any provision of the Agreement is, or becomes, illegal, unenforceable, or invalid, the relevant provision is deemed to be modified to the extent required to remedy the illegality, unenforceability, or invalidity.
- If modification under clause 11.7.a is not possible, the provision must be treated for all purposes as severed from the Agreement without affecting the legality, enforceability, or validity of the remaining provisions of the Agreement.
11.8 Amendment. Shortlyst maintains the right to update the Agreement without prior notification to the Customer or Users.
11.9 Entire agreement. The Agreement sets out everything agreed by the parties relating to the Services and supersedes and cancels anything discussed, exchanged, or agreed upon prior to the Start Date. The parties have not relied on any representation, warranty, or agreement relating to the subject matter of the Agreement that is not expressly set out in the Agreement, and no such representation, warranty, or agreement has any effect from the Start Date.
The Agreement, the Privacy Policies, and any other legal notices published by us on the Website or Services, and any separate agreement between you and Shortlyst are, collectively, an Entire Agreement between you and Shortlyst. By accessing or using the Website and the Services you acknowledge and agree to the Entire Agreement.
11.10 Subcontracting and assignment:
- Customers and Users may not assign, novate, subcontract or transfer any right or obligation under the Agreement without the prior written consent of Shortlyst, that consent not to be unreasonably withheld. Customers and Users remain liable for their obligations under the Agreement despite any approved assignment, subcontracting, or transfer. Any assignment, novation, subcontracting, or transfer must be in writing.
- Any change of control of Customers and Users is deemed to be an assignment for which Shortlyst’s prior written consent is required under clause 11.10.a. In this clause change of control means any transfer of shares or other arrangement affecting Customers or Users or any member of their group which results in a change in the effective control of Customers or Users.
11.11 Governing Law. The Agreement is governed by, and must be interpreted in accordance with, the laws of Indonesia. Each party submits to the exclusive jurisdiction of the South Jakarta District Court in relation to any dispute connected with the Agreement.
11.12 Counterparts. The Agreement may be signed in counterparts, each of which constitutes an original and all of which constitute the same agreement. A party may enter the Agreement by signing and emailing a counterpart copy to the other party.
- CONTACT INFORMATION
12.1 Contact Information. If you have any questions, feedback, or to report a violation of the Terms, you may email us at firstname.lastname@example.org or contact us by mail at:
PT SHORTLYST LABS INTERNATIONAL
Wisma BNI 46, Lt. 45
Jl. Jend. Sudirman No.Kav. 1, RT.10/RW.11
Karet Tengsin, Tanah Abang, Kota Jakarta Pusat
Daerah Khusus Ibukota Jakarta, Indonesia 10220
Shortlyst’s direct competitors are prohibited from accessing the Services, except with Shortlyst’s prior written consent.
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