Karat Terms of Use for Third Party Users

These Karat Terms of Use (“Terms”) apply to all third parties (“You” “Your” or “Users”) who access and use the Services (as defined below) in connection with your relationship with a Karat customer (“Karat Customer”).  You acknowledge and agree that you are accessing the Services as provisioned by a Karat Customer and are not in a direct commercial relationship with Karat. By accessing or using the Services, you agree to be bound by and abide by these Terms.

KARAT MAY MODIFY THESE TERMS FROM TIME TO TIME. IF KARAT MAKES ANY MATERIAL CHANGES TO THESE TERMS, AS DETERMINED BY KARAT AT ITS SOLE DISCRETION, KARAT WILL PROVIDE YOU WITH PRIOR WRITTEN NOTICE (INCLUDING, WITHOUT LIMITATION, BY POSTING THE MODIFIED TERMS WITH A BANNER NOTIFICATION ON ITS WEBSITE OR IN THE KARAT PLATFORM AND/OR BY SENDING AN EMAIL TO THE LAST EMAIL ADDRESS PROVIDED BY YOU). BY AGREEING TO THE MODIFIED TERMS OR CONTINUING USE OF THE SERVICES AFTER THE EFFECTIVE DATE OF THE MODIFIED TERMS, YOU AGREE TO THE MODIFIED TERMS.

IF YOU ARE ENTERING INTO THE AGREEMENT ON BEHALF OF A LEGAL ENTITY OR ON BEHALF OF A BENEFICIARY (AS APPLICABLE), YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND/OR ANY BENEFICIARY (AS APPLICABLE), IN WHICH CASE THE TERMS “YOU” AND “YOUR” AS USED HEREIN WILL REFER TO SUCH ENTITY AND BENEFICIARY (AS APPLICABLE). IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT USE OR AUTHORIZE ANY USE OF THE SERVICES.

1. The Services

1.1 Grant of Rights. As a third party accessing the Karat web-based application (“Karat Platform,” and collectively with the Karat Materials, “Services”) through an authorized Karat customer (“Karat Customer”), you are granted a limited, revocable, non-exclusive, non-sublicensable, non-transferable right to access and use Services exclusively and solely in connection with your provision of services to the Karat Customer that provisioned your access. This limited right is contingent upon the Karat Customer’s agreement with Karat and will terminate automatically upon termination of that agreement or the Karat Customer’s decision to terminate your access.  The “Karat Materials” include, without limitation, assessment methods, assessment content, instructional materials, service documentation, assessment recordings or transcripts, Assessment Results and other similar materials, data and/or information provided or produced by Karat hereunder. “Assessment Results” means numerical scores, written feedback, and other data points derived from a Candidate’s performance on an assessment.

1.2 Restrictions.  Except as expressly set forth in these Terms, you shall not (and shall not permit any third party to), directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Karat Platform (except to the extent applicable laws specifically prohibit such restriction); (b) modify, translate, or create derivative works based on the Services; (c) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (d) access the Karat Platform through unauthorized means, including but not limited to scraping, crawling or penetration testing; (e) use the Services for the benefit of a third party; (f) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (g) use the Services to build an application or product that is competitive with any Karat product or service; (h) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; or (i) bypass any measures Karat may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services).

1.3 User Accounts. You are solely responsible for all of your activity in connection with the Services. Each of your employees or agents who access the Karat Platform must establish their own account for such access. You are responsible for provisioning and managing your user accounts, for your users’ actions through the Karat Platform and for their compliance with these Terms. You will ensure that users keep their login credentials confidential and will promptly notify Karat upon learning of any compromise of user accounts or credentials. You are responsible for compliance with these Terms by your users and for any and all (i) acts or omissions of the users with respect to the Services; (ii) activities that occur under any of your users’ accounts; (iii) any actions, or unauthorized use, by user accounts or credentials. The actions of your users with respect to the Services shall be binding on you.

2. Term and Termination

2.1 Term.  The term of your access to the Services (“Access Period”) is contingent upon and subject to the Karat Customer’s agreement with Karat and will terminate automatically upon termination of that agreement or earlier as provided in these Terms.

2.2 Termination. Karat or the Karat Customer may terminate your access to the Services immediately upon notice if you breach any provision of these Terms. Additionally, Karat or the Karat Customer may terminate your access to the Services any time in its sole discretion.

2.3 Survival.  All provisions of these Terms that by their nature should survive termination of your access to the Services shall survive, including without limitation, confidentiality obligations, intellectual property provisions, and limitations of liability.

3. Confidential Information

During the Access Period, you may be provided information by Karat that Karat designates as confidential or you know or reasonably should know is considered by Karat to be confidential or proprietary in nature (“Confidential Information”). You agree, during and after the Access Period, not to use any such Confidential Information except for the purposes authorized by Karat and not to disclose such information to any third party or to assert an ownership interest in such information. Further you agree to take all reasonable precautions to prevent unauthorized or inadvertent disclosure of such, and to be responsible for any breach of these obligations by your officers, directors, contractors, or employees hereunder. Notwithstanding anything to the contrary, Confidential Information does not include information available to the public without restriction on its use, information rightfully provided to you by a third party under no duty to Karat to maintain it in confidence, information rightfully in your possession without restriction on use or disclosure prior to disclosure by Karat, or information independently developed by you without use of or reference to Karat’s Confidential Information. You may disclose any information that you are required to disclose in response to a court order, subpoena or other legally binding process; provided that, to the extent legally permissible, Karat is provided prior written notice of, and an opportunity to contest, such requirement.  For the avoidance of any doubt, all Karat Materials are Karat’s Confidential Information and in no event may they be shared or used with a third party without Karat’s prior written consent.

4. Data Protection and Use

4.1 Your Data. “Your Data” means any data, content or materials transmitted by you via the Karat Platform to Karat.  You represent and warrant that (a) you have obtained all necessary rights, consents, and authorizations to provide such data to Karat and to permit its use as contemplated under these Terms; (b) your Data does not and will not violate any applicable law, including data protection and privacy laws, or infringe or misappropriate any intellectual property or other rights of any third party; and (c) you are solely responsible for the accuracy, quality, integrity, legality, and reliability of your Data, including the obligation to keep it complete, current, and up to date at all times.

4.2 Use of Data. Karat shall process Your Data in accordance with applicable law and under the instruction of the applicable Karat Customer.  As such, you acknowledge and agree that Karat may access, use and modify Your Data for the purposes of (a) providing the Services and any support or consultation services and (b) generating Aggregated and Anonymized Data.  “Aggregated and Anonymized Data” means any data that has been aggregated or otherwise anonymized and which cannot be linked specifically to user or any individual Candidate or otherwise reidentified. Notwithstanding anything to the contrary, information that Karat directly collects from individuals who are subject to a Karat assessment (“Candidates”), as well as information that Karat collects regarding Candidates in connection with their use of the Services pursuant to the Karat Privacy Policy, will be considered “Candidate Data” and will not be considered Your Data. 

4.3 Data Security. Karat will implement and maintain commercially reasonable and industry standard administrative, physical, organizational and technical safeguards designed to prevent unauthorized use, access, processing, destruction, loss, alteration or disclosure of any Your Data. Such safeguards will include, at minimum, an industry standard information security program to safeguard Your Data as well as procedures to help ensure that only those with a “need to know” have access to Your Data. Karat will take commercially reasonable measures to investigate, contain and mitigate any incident that has or potentially has compromised the security, confidentiality or integrity of Your Data.

4.4 Data Retention and Deletion.  Unless otherwise agreed herein, Karat may delete all Your Data  30 days following the termination of your Access Period, subject to an exception in accordance with its standard backup or record retention policies or as required by law.  Following the termination of your Access Period, you agree to promptly and securely delete or destroy all Karat Materials provided by Karat or accessed through Services and to provide written certification of such upon request. This includes any copies, backups, or derivative works, regardless of format or storage method.  If retention is required by law or regulatory obligations, any retained data must be protected as Confidential Information under these Terms and in no event may it be shared or used with a third party.

5. Intellectual Property

5.1 Licenses. Karat owns and retains all right, title, and interest in and to the Karat Platform, the Karat Materials, Karat’s Confidential Information, and all software, products, works, and other intellectual property and moral rights related thereto or created or provided by Karat in connection with the Services, including any copies and derivative works of the foregoing.  No rights or licenses are granted except as expressly and unambiguously set forth in these Terms.

5.2 Feedback. If you give Karat feedback regarding improvement or operation of the Services, Karat may use the feedback without restriction or obligation. Your provision of feedback does not give you any intellectual property or any other right, title, or interest in or to any aspects of the Services.  All feedback is provided “AS IS” and Karat will not publicly identify you as the source of feedback without your permission.

6. Warranties and Disclaimers

6.1 Compliance with Laws. You shall access and use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations (including those related to employment law and data privacy). 

6.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, KARAT MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES, ALL OF WHICH ARE PROVIDED “AS IS”. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, KARAT DOES NOT WARRANT THAT ANY OF THE ABOVE OR THE RESULTS OF THE SERVICES ARE ACCURATE OR WILL MEET YOUR REQUIREMENTS OR WILL COMPLY WITH YOUR POLICIES. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, KARAT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, INTERFERENCE WITH QUIET ENJOYMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.

7. Limitation of Liability

7.1 No Consequential Damages. WITH THE EXCEPTION OF LIABILITY FOR CLAIMS ARISING FROM YOUR BREACH OF SECTION 3 (CONFIDENTIAL INFORMATION) OR LIABILITY THAT CANNOT BE LIMITED BY LAW, NEITHER YOU NOR KARAT SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSSES RELATING TO ANY OF THE SERVICES, WHETHER SUCH LIABILITY IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR EITHER PARTY HAD BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

7.2 Limitation of Damages. IN NO EVENT SHALL KARAT’S LIABILITY TO YOU FOR ALL CLAIMS OF ANY KIND ARISING FROM YOUR USE OF THE SERVICES EXCEED $1,000. MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMITATION. THE LIMITATION OF DAMAGES CONTAINED HEREIN SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

8. Indemnification by You

You agree to defend, indemnify, and hold Karat harmless from and against all third-party claims asserted against Karat to the extent such claims arise out of (a) your breach of these Terms; (b) Your Data; (c) your employment-related decisions or actions with respect to Candidates; or (d) your use of the Services in violation of applicable laws or regulations.

9. Monitoring and Enforcement

Karat reserves the right, but does not assume the obligation, to monitor your use of the Services for compliance with these Terms. Karat may investigate any reported or suspected violations of these Terms and take any action that it deems appropriate, including but not limited to terminating your access to the Services, reporting your activity to a Karat Customer or the appropriate authorities, and disclosing any information necessary to comply with any law, regulation, legal process, or governmental request.

10. Miscellaneous

These Terms shall be construed and interpreted in accordance with the internal laws of the State of Washington, without regard to its conflict of laws principles. These Terms represents the entire agreement between you and Karat with respect to your use of the Services and supersedes all prior or contemporaneous agreements, communications, and proposals (whether oral, written or electronic) between you and Karat with respect thereto. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (a) each party may assign the Terms without such consent to a successor-in-interest in connection with a sale of all or substantially all of such party’s business or assets, and (b) Karat may utilize subcontractors in the performance of its obligations hereunder. Karat will be directly responsible for performance of its obligations hereunder by its subcontractors. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms. You acknowledge and agree that due to the unique nature of Karat’s Confidential Information, there can be no adequate remedy at law for any breach of your confidentiality obligations, which breach may result in irreparable harm to Karat, and therefore, that upon any such breach or any threat thereof, Karat shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to whatever remedies it might have at law. If any provision of these Terms is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of the Terms by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.