Effective date: not yet in effect
These Terms of Service ("Terms") are a binding agreement between the Repoify entity ("Repoify", "we", "us") and the entity or person agreeing to them ("Customer", "you"). By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you are agreeing on behalf of an organization, you represent that you have authority to bind it.
1. The Service
Repoify is a candidate sourcing and outreach platform. It surfaces publicly available information about software developers, principally from GitHub, to help Customers find engineers whose public work relates to a role, and to manage outreach to those engineers.
The Service is a top-of-funnel discovery tool. It exists to help you decide whom to contact. It is not a screening, vetting, background-check, or candidate assessment tool, and it must not be used as one. Repoify does not evaluate, score, or rate any individual's ability, qualifications, character, or fitness for any role.
Repoify is not an employment agency, a staffing firm, or a consumer reporting agency under the Fair Credit Reporting Act. Repoify does not make employment decisions, does not participate in employment decisions, and does not provide consumer reports.
2. Accounts
The Service is offered only to customers located in the United States. You represent that you and your organization are US-based. We may suspend or terminate an account that is not.
You must be 18 or older and provide accurate registration information. You are responsible for all activity under your account and for the security of your credentials. Notify us promptly at dev@repoify.com of any unauthorized use.
Accounts are for named individuals. Sharing a single seat among multiple people is a material breach.
3. Acceptable use
Your use of the Service is governed by the Acceptable Use Policy, which is incorporated into these Terms by reference. The AUP is a material term. Breach of it is breach of these Terms.
4. Third-party platforms and public data
The Service incorporates information sourced from third-party platforms, including publicly available information from GitHub ("Public Data").
Repoify is not affiliated with, endorsed by, or sponsored by GitHub, Inc. or any other third-party platform from which Public Data may be sourced. All trademarks are the property of their respective owners.
Public Data is provided as-is. We make no representation that Public Data is accurate, current, or complete, and you are responsible for independently verifying any information before relying on it.
5. AI-generated output
The Service uses artificial intelligence to produce search relevance rankings, repository descriptions, summaries, and drafted messages ("Output").
Output describes public repositories and their contents. Output is not an assessment of any individual, and relevance rankings order search results by how closely public repository signals match your query. They are not ratings of any person.
Output is probabilistic and may contain errors, inaccuracies, or omissions. Output must not be used as a factor in establishing any individual's eligibility for employment, promotion, retention, compensation, or any other consequential decision, and must not be used in whole or in part as the basis for any adverse action against any individual.
You are solely responsible for reviewing Output before relying on or sending it, and for ensuring that your use of the Service complies with all laws governing employment decisions and automated decision-making, including but not limited to Title VII, the ADA, the ADEA, applicable state and municipal law governing automated employment decision tools, and any applicable bias-audit or notice requirements.
We make no representation or warranty regarding the accuracy, completeness, suitability, or fitness of any candidate surfaced by the Service.
6. Customer obligations and compliance
You represent, warrant, and covenant that you will:
- Obtain any consent the law requires for the channel you use, including prior express consent before placing a call or sending a text message subject to the Telephone Consumer Protection Act;
- Comply with all applicable laws governing recruiting, employment, privacy, anti-spam, and electronic communications, including without limitation the CAN-SPAM Act and the Telephone Consumer Protection Act (TCPA), and any other law applicable in the jurisdiction where you contact an individual;
- Not remove, disable, or circumvent the opt-out link and postal address that the Service places in every message you send through it. We supply that mechanism, but you remain the sender under the CAN-SPAM Act and that responsibility does not transfer to us because we supply the tooling;
- Honour any opt-out or do-not-contact request that reaches you directly, outside the Service, within the time required by applicable law and in any event within ten (10) business days. Requests made through the mechanism in our messages are recorded and enforced by the Service at send time, platform-wide and permanently, without any action by you;
- Not engage in deceptive, misleading, or harassing outreach;
- Not use the Service to make any decision prohibited by anti-discrimination law;
- Maintain a lawful basis for your processing of any personal data you obtain through the Service;
- Use the Service solely to identify and contact potential candidates, and not as a factor in establishing any individual's eligibility for employment, promotion, retention, or compensation;
- Not use the Service or any Output as a background check, reference check, employment screening, or candidate assessment, nor as a substitute for or supplement to any of them, nor to take any adverse action against any individual;
- Not request from the Service, or attempt to elicit from it, any assessment, rating, ranking, or characterisation of an individual's ability, character, qualifications, or fitness for a role.
These three commitments are material. The Service is priced, built, and offered on the basis that it is used for sourcing and outreach only. Use of the Service for screening or eligibility determination is outside the scope of your licence and is a material breach of these Terms.
You are the sender of every message you transmit through the Service. Repoify provides the tooling; you determine the recipients, the content, and the purpose.
7. Fees, subscriptions, and renewal
Fees are as stated at purchase. Unless otherwise agreed in an order form, subscriptions renew automatically for successive periods equal to the initial term until cancelled. Cancellation, refunds, and auto-renewal disclosures are governed by the Refund and Cancellation Policy, incorporated by reference.
We may change pricing on thirty (30) days' notice, effective at your next renewal. Fees are exclusive of taxes, which are your responsibility. Late amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law.
8. Intellectual property
We retain all right, title, and interest in the Service, including all software, models, and documentation. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service during your subscription.
You retain all rights in data you submit ("Customer Data"). You grant us a licence to host, process, and transmit Customer Data solely to provide the Service and as described in the Privacy Policy.
You may provide feedback. We may use feedback without restriction or obligation.
9. Confidentiality
Each party will protect the other's non-public information disclosed under these Terms with at least reasonable care and will use it only to perform under these Terms. This does not apply to information that is public, independently developed, or lawfully received from a third party, or where disclosure is legally compelled.
10. Data protection
Our processing of personal data is described in the Privacy Policy. Where we process Customer Data as a processor on your behalf, the Data Processing Agreement applies and is incorporated by reference.
11. Disclaimer of warranties
THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade.
We do not warrant that the Service will be uninterrupted or error-free, that Public Data or Output will be accurate, or that any candidate will respond, be qualified, be available, or be hired.
12. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY.
OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
These limits do not apply to your obligations under Section 13, your breach of Section 3 or 6, or either party's fraud or wilful misconduct.
13. Indemnification by Customer
You will defend, indemnify, and hold harmless the Repoify entity, its officers, directors, employees, and agents from and against any claim, demand, suit, proceeding, loss, liability, damage, fine, penalty, cost, or expense (including reasonable attorneys' fees) arising out of or relating to:
- Your outreach, including any communication you send through or as a result of the Service;
- Your breach of Section 6 or of the Acceptable Use Policy;
- Your violation of any law, including anti-spam, privacy, employment, or anti-discrimination law;
- Any employment or hiring decision you make, in whole or in part, in reliance on the Service or Output;
- Any claim brought by an individual you contacted through the Service relating to that contact;
- Your Customer Data, or your infringement of any third-party right.
We will notify you of any claim, give you control of the defence (provided you may not settle in a way that imposes liability or admission on us without our written consent), and reasonably cooperate at your expense.
14. Indemnification by Repoify
We will defend you against any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes a US patent, copyright, or trademark, and will pay damages finally awarded. This does not apply to claims arising from Public Data, Output, Customer Data, your use in breach of these Terms, or combination with anything not supplied by us. This section states our entire liability for infringement.
15. Term, suspension, and termination
These Terms run until your subscription ends. Either party may terminate for material breach not cured within thirty (30) days of notice.
We may suspend access immediately and without notice if we reasonably believe your use violates the AUP, creates legal risk to us or to a third party, or threatens the security or integrity of the Service. We may terminate immediately if our access to any third-party data source is revoked, restricted, or made commercially impracticable.
On termination your access ends. Sections 4, 5, 8, 9, 11, 12, 13, 16, and 17 survive.
16. Governing law and venue
These Terms are governed by the laws of the State of the state of incorporation, without regard to conflict-of-laws rules, and excluding the UN Convention on Contracts for the International Sale of Goods.
The state and federal courts located in the county of our principal place of business, the state of incorporation have exclusive jurisdiction and venue, and each party consents to personal jurisdiction there and waives any objection based on inconvenient forum.
17. General
Changes. We may modify these Terms on notice. Material changes take effect at your next renewal, or thirty (30) days after notice, whichever is later. Continued use after that constitutes acceptance.
Assignment. You may not assign without our written consent, except to a successor in a merger or sale of substantially all assets. We may assign freely.
Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
Severability. If any provision is unenforceable, it is modified to the minimum extent necessary and the rest remains in force.
No waiver. Failure to enforce is not a waiver.
Entire agreement. These Terms, the AUP, the Privacy Policy, the Refund Policy, the DPA where applicable, and any order form are the entire agreement and supersede all prior understandings.
Notices. To you, at your account email. To us, at our legal contact address and our registered postal address.
Contact. the Repoify entity, our registered postal address, our legal contact address.