These Terms of Service (the “Agreement”) govern access to and use of the Hirefoundry Platform (the “Product”), provided by Fusemachines, Inc., a Delaware corporation with offices at 200 West 41st Street, 21st Floor, New York, NY 10036 (the ”Provider”), between us, Provider and you (“Customer”). Both Provider and Customer are individually referred to as “Party” and collectively as “Parties” in this Agreement. By agreeing or otherwise creating an account or accessing the Product, the Customer agrees to be bound by all terms of this Agreement.

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1. Purpose & Definitions

This Agreement governs access to and use of the Product. Capitalized terms used in this Agreement but not defined elsewhere have the meanings below:

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Term

Definition

Licensed Software

Software and associated components provided by Provider, including object code, user interfaces, backend and frontend components, ML models, documentation, and related materials.

Authorized Users

Customer employees or contractors permitted to use the Product under this Agreement.

Customer Data

Data provided by Customer for use with the Product.

Confidential Information

Non-public business, technical, or proprietary information disclosed by either Party in any form, excluding information that is (a) publicly known through no breach, (b) independently developed, (c) rightfully obtained from a third party without restriction, or (d) already known without restriction.

Provider Technology

The Product and all related software, models, algorithms, documentation, and underlying technology developed, owned, or licensed by Provider.

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2. License Grant & Restrictions

Subject to the terms of this Agreement, Provider grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Product solely for internal business purposes. Use is restricted to Authorized Users.

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Customer shall NOT:

• Sell, rent, sublicense, lease, or transfer the Product to any third party.
• Reverse engineer, decompile, or attempt to derive source code, models, or algorithms.
• Copy, modify, or create derivative works of the Product except as expressly permitted.
• Use the Product outside the authorized environment or scope of this Agreement.
• Use the Product in any unlawful manner.

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Any breach of the above restrictions constitutes a material breach of this Agreement.

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3. Product Acknowledgments

By accessing the Product, Customer acknowledges and agrees to all of the following:

• The Product is under active development and may be modified or updated at any time.
• Outputs generated by the Product are provided for informational purposes only and must be reviewed and validated by Customer before being relied upon.
• The Product does not provide legal, employment, or regulatory compliance guidance.

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4. Human Decision Responsibility & AI Disclaimer

Customer acknowledges that the Product provides automated analysis, recommendations, and insights to assist in evaluating candidates and interview performance.

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All hiring decisions, candidate evaluations, and employment-related determinations remain solely the responsibility of Customer. Customer shall not rely exclusively on the Product in making employment decisions and agrees to exercise independent human judgment.

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Provider implements reasonable safeguards designed to improve reliability and reduce inappropriate outputs; however, such safeguards may not prevent all inaccurate, incomplete, or unexpected results. Provider does not warrant the accuracy, completeness, or reliability of any outputs generated by the Product.

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5. Term & Fees

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Subscription

Usage based. Based on the subscription package selected, unless otherwise agreed in writing.

Payment Terms

Invoices payable within thirty (30) days of issuance.

Termination

Either Party may terminate this Agreement for convenience by providing thirty (30) days’ written notice by email or through the Provider’s account setting or support portal. This notice period applies to only paid subscriptions. The Provider may terminate this Agreement without notice in case of any breach of its terms by the Customer. No further charges accrue after the effective termination date. 

Refund Policy

Full refund issued if Customer terminates within 48 hours of the start of a new billing period.

Suspension

Providers may suspend access if payment remains outstanding more than thirty (30) days after the invoice due date as stated in this Section 5 of the Agreement.

Taxes

Provider’s fees are exclusive of any taxes, levies, tariffs, duties, or other governmental assessments of any kind, including but not limited to sales, use, value-added, and withholding taxes (collectively, "Taxes"). Customers are responsible for paying all Taxes associated with the fee. If Provider is required to pay or collect Taxes for which Customers are responsible, Provider will include such Taxes on the invoice to the Customer.

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6. Ownership & Data

Provider Ownership

Provider retains all right, title, and interest in and to the Product and Provider Technology, including all related intellectual property rights. No rights are granted to Customers except the limited license in this Agreement.

Customer Ownership

Customer retains ownership of all Customer Data. Providers may use Customer Data during the term to operate, maintain, and improve the Product, including for training and improving models, provided such data is aggregated or de-identified. Providers will not use Customer Data in identifiable form to train models for other customers without Customer's consent.

Feedback

Any feedback provided by the Customer may be used by the Provider without restriction.

Marketing

Provider may identify Customer as a user of the platform and use Customer's name and logo in marketing materials, subject to Customer's prior written approval (not to be unreasonably withheld). The Provider may use testimonials or case study content with Customer's written consent.

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7. Data Privacy & Compliance

Customer is responsible for ensuring that its collection, use, and provision of Customer Data complies with all applicable laws, including privacy, data protection, employment, and anti-discrimination laws. Customer represents that it has obtained all necessary rights, notices, and consents required to provide Customer Data to Provider.

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Customer is solely responsible for its hiring decisions and for ensuring that its use of the Product complies with applicable laws relating to employment practices and automated decision-making.

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8. Disclaimer of Warranties

THE PRODUCT IS PROVIDED AS IS AND AS AVAILABLE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

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9. Limitation of Liability

The Provider will not be liable for: (a) loss or corruption of data; (b) indirect, incidental, or consequential damages; or (c) lost profits or revenue.

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To the extent permitted by applicable law, it is expressly agreed that Provider's total aggregate liability shall not exceed the greater of: (a) fees paid under this Agreement in the twelve (12) months preceding the claim, or (b) an amount equal to $1,000.

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10. Indemnification

Customer shall defend, indemnify, and hold harmless Provider, its affiliates, and their officers, directors, employees, and agents from and against any claims arising out of or related to:

• Customer Data or its use, processing, or transmission through the Product
• Customer's use of the Product in violation of this Agreement or applicable law
• Customer's hiring decisions, employment practices, or employment-related determinations
• Customer's failure to obtain necessary consents or legal rights
• Any allegation that Customer Data infringes or violates the rights of any third party

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11. Confidentiality

Each Party agrees to protect the other Party's Confidential Information and use it solely for purposes of this Agreement. Confidential Information may be disclosed only to employees or contractors who require access and who are bound by confidentiality obligations. Upon termination, each Party will return or destroy the other Party's Confidential Information, except for archival backup copies.

12. Third-Party Integrations & Data Privacy

The Product may offer integrations with third-party services, including Google Calendar, Microsoft/Outlook, Microsoft Teams, and Zoom (collectively, “Third-Party Integrations”). Your use of a Third-Party Integration is subject to this Agreement and, where applicable, the terms and policies of the relevant third-party provider.

12.1 Data Access and Use

When you connect a Third-Party Integration, Provider may access information made available through the authorization you grant, only to the extent necessary to provide the requested integration and scheduling functionality. Depending on the integration and permissions granted, this may include calendar and event information such as event titles, descriptions, attendee information, meeting links, start and end times, locations, calendar identifiers, and related metadata. The specific data accessed will depend on the permissions requested and the functionality you choose to use.

Provider uses information obtained through Third-Party Integrations to provide, operate, maintain, secure, and support the requested integration and related user-facing functionality, including scheduling, synchronization, displaying, creating, updating, or otherwise managing calendar or meeting information at the Customer’s direction.

12.2 Google User Data

Where the Product accesses data through Google APIs, including Google Calendar APIs, such data constitutes “Google User Data.” Provider’s access to and use of Google User Data is limited to providing or improving the user-facing features of the Product that are visible and relevant to the Google integration and to the purposes disclosed to the user at authorization.

Provider does not sell Google User Data and does not use Google User Data for advertising, including retargeting, personalized advertising, or interest-based advertising. Provider does not use Google User Data to determine creditworthiness or for lending purposes.

Provider does not transfer Google User Data to third parties except where permitted by applicable Google policies and necessary to provide or improve the requested user-facing functionality, for security purposes, to comply with applicable law or regulation, or in connection with a merger, acquisition, or sale of assets where the required user consent has been obtained. Service providers acting on Provider’s behalf may process Google User Data only as necessary to provide the relevant services and subject to appropriate contractual and confidentiality obligations.

Provider does not permit humans to access Google User Data except where the user has affirmatively authorized access to specific data, where access is necessary for security purposes, where required by applicable law or regulation, or where permitted under applicable Google policies. Google User Data will not be used to create, train, or improve a machine learning or artificial intelligence model, except to the extent expressly permitted by applicable Google policies.

Provider will comply with the Google API Services User Data Policy, including its Limited Use requirements, as applicable to the Product and the Google APIs used by the Product.

12.3 Microsoft/Outlook and Zoom Data

Information obtained through Microsoft/Outlook, Microsoft Teams, Zoom, or other Third-Party Integrations will be used only for the purposes disclosed in connection with the relevant integration and to provide the requested functionality. Provider will comply with the applicable contractual, privacy, security, and data-use requirements imposed by the relevant third-party provider.

12.4 Data Sharing and Service Providers

Provider may share or transfer Customer Data and integration data with its affiliates (solely as necessary to provide or maintain the product), hosting, cloud, infrastructure, security, support, and other service providers acting on its behalf, but only to the extent reasonably necessary to provide, maintain, secure, or support the Product. Such parties will be required to protect the information in accordance with applicable contractual and legal requirements. Provider may also disclose information where required by law, regulation, legal process, or to protect the rights, safety, security, and operations of Provider, its customers, or other persons.

12.5 Data Protection

Provider implements administrative, technical, and physical safeguards designed to protect Customer Data and information obtained through Third-Party Integrations against unauthorized access, use, disclosure, alteration, destruction, or loss. These measures include encryption in transit and at rest and appropriate access controls and authentication measures. No method of transmission or electronic storage is completely secure, and Provider cannot guarantee absolute security.

12.6 Retention and Deletion

Provider retains information obtained through Third-Party Integrations only for as long as reasonably necessary to provide the requested functionality, maintain security and service integrity, comply with legal obligations, resolve disputes, or enforce this Agreement. When you disconnect an integration or terminate your account, Provider will cease accessing data through the revoked authorization and will delete stored integration data in accordance with its applicable retention and deletion practices, subject to data that Provider is required or permitted to retain under applicable law.

You may revoke a Third-Party Integration through the relevant third-party account settings or through functionality provided by the Product, where available. Requests to access or delete personal information may also be submitted using the contact information provided in the applicable Privacy Policy.

12.7 Privacy Policy and Provider Policies

The Provider’s Privacy Policy (“Privacy Policy”) forms part of this Agreement and provides additional information about the collection, use, disclosure, security, retention, and deletion of information processed through the Product. In addition, the use of Third-Party Integrations may be subject to the applicable policies and terms of the relevant provider, including (a) Google API Services User Data Policy and its Limited Use requirements for Google integrations, (b) Microsoft APIs Terms of Use and the Microsoft Privacy Statement for Microsoft/Outlook and Microsoft Teams integrations, and (c) Zoom API License and Terms of Use and the Zoom Privacy Statement for Zoom integrations. For the purposes of this integration, this Section 12 serves as the specific privacy notice regarding the Provider’s processing of Google User Data, Microsoft User Data, and Zoom User Data (collectively, "Integration User Data"), supplementing the general Privacy Policy.

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13. General

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Governing Law

State of New York; exclusive jurisdiction in New York County courts.

Jury Trial Waiver

Each Party waives the right to trial by jury in any dispute under this Agreement.

Amendments

The Provider may update the terms of this Agreement and the continued use of the Product constitutes acceptance of the updated terms of the Agreement.

Eligibility

The Customer must be legally able to enter into a binding contract, when acting on behalf of an organization and must have authority to represent the organization and bind them in terms contained herein.

Severability

If any provision of this Agreement is unenforceable, remaining provisions remain in effect.

Force Majeure

Neither Party is liable for delays caused by events beyond its reasonable control (excluding payment obligations).

Counterparts

This Agreement may be executed electronically.

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Customer Acknowledgments & Acceptance

Before creating an account, Customer confirms all of the following:

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• I have read and understand the full Terms of Service stated above in the Agreement.
• I confirm that I have reviewed all Sections, including disclaimers, limitation of liability, and indemnification obligations.
• Outputs must be reviewed by a human before being relied upon.
• I confirm that all hiring decisions remain solely the responsibility of the Customer.
• Customer will exercise independent human judgment and not rely exclusively on the Product.
• I confirm that Customer Data provided complies with applicable privacy, employment, and anti-discrimination laws.
• Customer has obtained all necessary consents and authorizations.
• I am eligible to conclude this contract and have authority to bind the Customer entity to this Agreement.
• I am accepting these terms on behalf of the Customer entity named in our account.

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Acceptance

By agreeing to the Terms of Service, Customer accepts the terms stated in this Agreement and agrees to be bound by all provisions herein. This electronic acceptance constitutes a legally binding agreement between Customer and the Provider, Fusemachines, Inc. The date, time, and IP address of acceptance will be recorded by the Provider for recordkeeping purposes.

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