1. Definitions

1.1 "Agreement" means this Software Services Agreement, together with all Order Forms, Exhibits, and Schedules incorporated by reference.

1.2 "Authorized User" means an employee, contractor, or agent of Customer who is authorized by Customer to access the Services under Customer’s account.

1.3 "Candidate" means an individual who applies for or is considered for a role with Customer and whose information is processed through the Services.

1.4 "Customer Data" means all data, content, and information submitted to or generated within the Services by or on behalf of Customer or its Authorized Users, including Candidate Data.

1.5 "Candidate Data" means Customer Data that identifies or relates to a Candidate, including resumes, application materials, interview recordings and transcripts, and any Output generated about that Candidate.

1.6 "Order Form" means an ordering document referencing this Agreement and specifying the Services purchased, fees, and Subscription Term.

1.8 "Services" means HireFoundry’s software-as-a-service hiring platform, including the agent capabilities described in the applicable Order Form and any related documentation, support, and updates provided as part of the subscription.

1.9 "Subscription Term" means the period during which Customer is entitled to access the Services, as specified in the applicable Order Form.

2. Services; Access

2.1 Provision of Services. Subject to Customer’s payment of applicable fees and compliance with this Agreement, HireFoundry will make the Services available to Customer during the Subscription Term as described in the applicable Order Form.

2.2 Access. Customer may permit Authorized Users to access and use the Services solely for Customer’s internal hiring and talent acquisition purposes. Customer is responsible for Authorized Users’ compliance with this Agreement and for all activity occurring under Customer’s account credentials.

2.3 Changes to the Services. HireFoundry may update, modify, or improve the Services from time to time, provided that such changes do not materially reduce the core functionality of the Services purchased under an active Order Form during the applicable Subscription Term.

2.4 Restrictions. Customer will not, and will not permit any Authorized User or third party to: (a) reverse engineer, decompile, or attempt to derive the source code of the Services; (b) use the Services to build a competing product; (c) use the Services in a manner that violates applicable employment, anti-discrimination, or data protection law; or (d) use Output as the sole basis for an adverse employment decision without human review, consistent with Section 9.

3. Customer Data; Human Oversight of AI Output

3.1 Ownership. As between the parties, Customer owns all Customer Data. HireFoundry owns all right, title, and interest in the Services, including all underlying software, models, and technology, and all improvements, other than Customer Data.

3.2 License to HireFoundry. Customer grants HireFoundry a limited license to process Customer Data solely to provide, secure, support, and improve the Services, as further described in the Privacy Policy and any Data Processing Addendum incorporated by reference.

3.3 Human Oversight Required. The Services are designed to support, not replace, human decision-making in hiring. Customer acknowledges and agrees that: (a) all Output is decision support and does not constitute a hiring recommendation binding on Customer; (b) Customer, acting through a qualified human reviewer, remains solely responsible for every hiring, screening, and advancement decision made using the Services; and (c) the Services must not be configured or used to automatically reject, advance, or otherwise act on a Candidate without a human reviewer’s review of the relevant Output.

3.4 No Consolidated Scoring Representation. HireFoundry does not represent that any Output constitutes a single, consolidated determination of a Candidate’s fitness for a role. Where the Services surface multiple signals (for example, through the Candidate Trust Agent), those signals are presented individually for human review, not combined into an automated verdict.

4. Fees and Payment

4.1 Fees. Customer will pay the fees specified in the applicable Order Form. Except as otherwise stated in an Order Form, fees are based on the subscription tier purchased (for example, [Starter / Premium / Enterprise]) and are non-cancelable and non-refundable once paid.

4.2 Usage Limits. Each subscription tier includes the usage allowances (for example, included interview minutes per month) specified in the applicable Order Form. Usage in excess of the included allowance will be billed at the rate specified in the Order Form or in HireFoundry’s then-current published rate card.

4.3 Invoicing and Late Payment. Unless otherwise stated in an Order Form, HireFoundry will invoice Customer [annually / quarterly / monthly] in advance. Amounts not disputed in good faith and not paid within [30] days of the invoice date may accrue interest at the lesser of [1.5%] per month or the maximum rate permitted by law.

4.4 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, or similar taxes associated with its purchase, other than taxes based on HireFoundry’s net income.

5. Term and Termination

5.1 Term. This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated. Each Subscription Term will renew as specified in the applicable Order Form unless either party provides notice of non-renewal as specified there.

5.2 Termination for Cause. Either party may terminate this Agreement or an Order Form if the other party materially breaches this Agreement and fails to cure that breach within [30] days of written notice.

5.3 Suspension. HireFoundry may suspend Customer’s access to the Services if Customer’s account is more than [30] days past due, or if HireFoundry reasonably believes continued access poses a security risk or would violate applicable law, provided HireFoundry gives Customer reasonable notice under the circumstances.

5.4 Effect of Termination. Upon termination or expiration, Customer’s right to access the Services ends. HireFoundry will make Customer Data available for export for [30] days following termination, after which HireFoundry may delete Customer Data in accordance with its data retention practices, except as required to be retained by law.

6. Intellectual Property

6.1 HireFoundry IP. HireFoundry retains all right, title, and interest in the Services, including all software, models, algorithms, and documentation, and all intellectual property rights therein. No rights are granted to Customer other than the limited access right described in Section 2.

6.2 Feedback. If Customer provides suggestions or feedback about the Services, HireFoundry may use that feedback without obligation to Customer, provided HireFoundry does not disclose Customer as the source without permission.

6.3 Aggregated and De-Identified Data. HireFoundry may create and use aggregated, de-identified data derived from Customer Data to develop, improve, and benchmark the Services, provided such data cannot reasonably be used to identify Customer or any Candidate.

7. Confidentiality

7.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Customer Data is HireFoundry’s Confidential Information obligation to protect, and Confidential Information of Customer for purposes of use restrictions.

7.2 Obligations. Each party will use the other party’s Confidential Information only as necessary to perform under this Agreement, and will protect it using at least the same degree of care it uses for its own confidential information of similar nature, and no less than reasonable care.

7.3 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to the receiving party without confidentiality obligation, is independently developed without use of the disclosing party’s Confidential Information, or is rightfully received from a third party without confidentiality obligation.

8. Data Protection and Security

8.1 Roles. For Candidate Data, Customer is the controller (or business, as applicable under local law) and HireFoundry is the processor (or service provider) acting on Customer’s documented instructions, as further described in HireFoundry’s Data Processing Addendum, which is incorporated into this Agreement by reference and controls in the event of conflict on data protection terms.

8.2 Security Measures. HireFoundry will maintain administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction, consistent with industry practice for hiring technology platforms. Details are available in HireFoundry’s [Security Overview / Trust Center], incorporated by reference.

8.3 Security Incidents. HireFoundry will notify Customer without undue delay, and in any event within [72 hours / the timeframe required by applicable law, whichever is shorter], after becoming aware of a confirmed security incident affecting Customer Data, and will reasonably cooperate with Customer’s investigation and any notification obligations Customer has to Candidates or regulators.

8.4 Sub-processors. HireFoundry may engage sub-processors to provide the Services, subject to the terms of the Data Processing Addendum, including maintaining a current sub-processor list and providing notice of new sub-processors as described there.

8.5 International Transfers. Where Customer Data is transferred across borders, HireFoundry will implement appropriate safeguards, such as Standard Contractual Clauses or another lawful transfer mechanism, as described in the Data Processing Addendum.

9. AI and Employment Law Compliance

9.1 Shared Responsibility. HireFoundry and Customer share responsibility for lawful use of the Services under applicable AI and employment law. This Agreement allocates that responsibility as follows, without limiting either party’s independent legal obligations.

9.2 HireFoundry Responsibilities. As provider of the Services, HireFoundry will: (a) design the Services so that Output is decision support requiring human review, not an automated final decision; (b) provide Customer with reasonably available documentation about how each agent generates Output, sufficient for Customer to prepare candidate-facing disclosures where required by law; (c) not use Candidate Data to build or train models in a way that discloses one Customer’s Candidate Data to another Customer; and (d) reasonably cooperate with Customer’s independent bias audit obligations, including under NYC Local Law 144, by making relevant Service documentation and, where feasible, historical Output data available for audit purposes.

9.3 Customer Responsibilities. As the employer or agency making hiring decisions, Customer is responsible for: (a) determining whether its use of the Services makes it subject to automated employment decision tool, algorithmic discrimination, or similar laws in the jurisdictions where it hires, including without limitation NYC Local Law 144, the Illinois Artificial Intelligence Video Interview Act and Illinois Human Rights Act, Colorado’s automated decision employment law, the EU AI Act, and any applicable state consumer privacy law provisions addressing automated decision-making technology; (b) providing any legally required notice to and obtaining any legally required consent from Candidates before using the Services to evaluate them, including before any AI analysis of a video interview; (c) commissioning any independent bias audit required by law and publishing any required audit summary; and (d) ensuring a qualified human reviews Output before any adverse action is taken with respect to a Candidate.

9.4 No Legal Advice. Nothing in this Section 9, or elsewhere in this Agreement, constitutes legal advice from HireFoundry to Customer regarding Customer’s obligations under employment, anti-discrimination, or data protection law. Customer is responsible for obtaining its own legal advice regarding its use of the Services.

9.5 Prohibited Uses. Customer will not use the Services: (a) to make employment decisions based on a protected characteristic in violation of applicable law; (b) as the sole factor in any decision to reject a Candidate without human review; or (c) in a manner HireFoundry reasonably determines is intended to circumvent a Candidate’s legal rights, including a request to delete interview recordings under applicable state law.

10. Representations and Warranties

10.1 Mutual Warranties. Each party represents that it has the legal authority to enter into this Agreement.

10.2 HireFoundry Warranty. HireFoundry warrants that the Services will perform materially in accordance with HireFoundry’s then-current documentation. As Customer’s sole and exclusive remedy for breach of this warranty, HireFoundry will use commercially reasonable efforts to correct the non-conformity or, if HireFoundry cannot do so within a reasonable time, either party may terminate the affected Order Form for a pro-rated refund of prepaid, unused fees.

10.3 Customer Warranty. Customer represents that it has all rights necessary to submit Customer Data to the Services, including any consents required from Candidates, and that its use of the Services will comply with applicable law.

11. Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTION 10, THE SERVICES AND ALL OUTPUT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. HIREFOUNDRY DOES NOT WARRANT THAT OUTPUT WILL BE ACCURATE, COMPLETE, OR ERROR-FREE, OR THAT ANY CANDIDATE EVALUATED USING THE SERVICES WILL PERFORM AS ASSESSED. HIREFOUNDRY DOES NOT WARRANT THAT THE SERVICES ARE FREE OF ALGORITHMIC BIAS; CUSTOMER’S INDEPENDENT AUDIT AND HUMAN REVIEW OBLIGATIONS UNDER SECTION 9 EXIST PRECISELY BECAUSE NO SUCH WARRANTY IS MADE.

12. Limitation of Liability

12.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability Cap. EXCEPT FOR THE EXCLUDED CLAIMS IN SECTION 12.3, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE [TWELVE (12)] MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Excluded Claims. The limitations in Section 12.2 do not apply to: (a) either party’s indemnification obligations under Section 13; (b) either party’s breach of confidentiality under Section 7; (c) Customer’s payment obligations under Section 4; or (d) either party’s gross negligence or willful misconduct. [Confirm any jurisdiction-specific carve-outs, e.g., data breach liability, with counsel.]

13. Indemnification

13.1 By HireFoundry. HireFoundry will defend Customer against any third-party claim alleging that the Services, as provided by HireFoundry and used in accordance with this Agreement, infringe that third party’s intellectual property rights, and will indemnify Customer for damages finally awarded, subject to Section 12.

13.2 By Customer. Customer will defend HireFoundry against any third-party claim, including a claim brought by a Candidate or a regulator, arising from: (a) Customer’s use of the Services in violation of Section 9.3 or 9.5; (b) Customer Data; or (c) Customer’s failure to obtain a legally required Candidate consent or provide a legally required notice, and will indemnify HireFoundry for damages finally awarded, subject to Section 12.

13.3 Process. The indemnified party will promptly notify the indemnifying party of the claim, give the indemnifying party control of the defense and settlement (subject to the indemnified party’s approval of any settlement that imposes liability on it), and provide reasonable cooperation at the indemnifying party’s expense.

14. Governing Law; Dispute Resolution

14.1 Governing Law. This Agreement is governed by the laws of [State/Country, to be confirmed], without regard to conflict of laws principles. [Confirm whether this should be the state of incorporation, principal place of business, or a neutral commercial jurisdiction.]

14.2 Dispute Resolution. The parties will first attempt to resolve any dispute through good-faith negotiation between senior representatives. If unresolved within [30] days, the dispute will be resolved by [litigation in the courts of ___ / binding arbitration administered by ___]. [Decide arbitration vs. litigation, and venue, with counsel; note that some states restrict mandatory arbitration of employment-adjacent claims, which may be relevant given the Candidate-facing nature of the Services.]

15. General Provisions

15.1 Assignment. Neither party may assign this Agreement without the other’s written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees to be bound by this Agreement.

15.2 Notices. Notices under this Agreement must be in writing and delivered to the addresses specified in the applicable Order Form, or such other address as a party designates in writing.

15.3 Force Majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, provided the affected party uses reasonable efforts to mitigate the impact.

15.4 Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship.

15.5 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

15.6 Entire Agreement. This Agreement, together with all Order Forms and incorporated exhibits, is the entire agreement between the parties regarding its subject matter and supersedes all prior agreements on that subject.

15.7 Amendment. This Agreement may only be amended by a written instrument signed by both parties, except that HireFoundry may update non-material terms, such as the Data Processing Addendum’s sub-processor list, by posting an updated version and providing notice as described there.

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