Terms of Service

Effective as of July 1, 2026.

These Terms of Service together with its Exhibits (the “Agreement”) are entered into by and between Recruitcha, Inc, a Delaware corporation (the “Provider”) and the entity or person placing an order for or accessing any Services (the “Customer”). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” or “Customer” reference your company.

The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to any Services (as defined below) or (b) the effective date of the first Order Form referencing this Agreement.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

1. Definitions

Other than the terms defined in the body of this Agreement, these terms have the following meaning:

• “Affiliate”means any entity under the control of a Party where “control” means ownership of or the right to direct greater than 50% of the voting securities of such entity.
• “Beta Offerings” mean pre-release services, features, or functions identified as alpha, beta, preview, early access, or words or phrases with similar meanings.
• “Code” means certain JavaScript code, software development kits (SDKs) or other code provided by the Provider for deployment on Customer Properties.
• “Contractor” means an independent contractor or consultant of the Customer who is not a competitor of the Provider.
• “Customer Data” means any data of any type that is submitted to the Services by or on behalf of the Customer, including without limitation data submitted, uploaded, or imported to the Services by the Customer (including from Third-Party Platforms).
• “Customer Properties”mean Customer’s websites, servers, apps, or other offerings owned and operated by (or for the benefit of) Customer through which Customer uses the Services.
• “Dashboard”means Provider’s user interface for accessing and administering the Services that Customer may access via the web or the Apps.
• “DPA” means the data processing addendum attached hereto as Exhibit A.
• “Documentation” means the technical user documentation provided with the Services.
• “Feedback” means comments, questions, suggestions, or other feedback relating to the Services, but excluding any Customer Data.
• “Initial Term” means a set term designated in an Order Form during which the Services are provided to the Customer.
• “Intellectual Property Rights” include all valid patents, trademarks, copyrights, trade secrets, moral rights, feedback, and other intellectual property rights, as may exist now or hereafter come into existence, and all renewals and extensions thereof, and all improvements to any of the foregoing, regardless of whether any of such rights arise under the laws of any state, country, or other jurisdiction.
• “Laws” mean all applicable local, state, federal, and international laws, regulations, and conventions.
• “Order Form” means a written or electronic form to order the Services referencing this Agreement. Upon execution by the authorized parties each Order Form will be subject to the terms and conditions of this Agreement.
• “Party”means either the Provider or the Customer; the “Parties” both the Provider and the Customer.
• “Permitted User” means an employee or a Contractor of the Customer or its Affiliate who is authorized to access the Services.
• “Renewal Term” means successive periods equal to Initial Term, beginning after the then-current Subscription Term.
• “Sensitive Personal Information”means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”), if applicable; or (iii) any other personal data of an EU citizen deemed to be in a “special category” (as identified in the EU General Data Protection Regulation or any successor Laws).
• “Services”mean the Provider’s proprietary software-as-a-service solution, including all products, services, and software provided by the Provider to the Customer.
• “Subscription Term” means either the Initial Term or then-current Renewal Term.
• “Support” means standard technical support and maintenance as further set forth under the Service Level Agreement attached to the Order Form (if applicable).
• “Taxes” mean any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of the Provider.
• “Third-Party Platform” means any software, software-as-a-service, data sources or other products or services not provided by the Provider that are integrated with or otherwise accessible through the Services.

2. Provider Services

2.1. Provision of Services

The Services are provided on a subscription basis for a Subscription Term. The Customer will purchase, and the Provider will provide the Services identified and agreed upon in the applicable Order Form.

2.2. Access to Services

The Customer may access and use the Services solely for its own benefit and in accordance with the terms and conditions of this Agreement, the Documentation, and any scope of use restrictions designated in the applicable Order Form. Use of and access to the Services is permitted only by Permitted Users. If Customer is given API keys or passwords to access the Services on the Provider’s systems, the Customer will require that all Permitted Users keep API keys, user ID and password information strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons, and may not be shared. If the Customer is accessing the Services using credentials provided by a third party (e.g., Google), then the Customer will comply with all applicable terms and conditions of such third-party regarding provisioning and use of such credentials. The Customer will be responsible for all actions taken using Customer’s accounts and passwords. If a Permitted User who has access to a user ID is no longer an employee or Contractor of the Customer, then the Customer will promptly delete such user ID and otherwise terminate such Permitted User’s access to the Services.

2.3. Contractors and Affiliates

The Customer may permit its Affiliates and Contractors to serve as Permitted Users, provided the Customer remains responsible for compliance by such individuals with all the terms and conditions of this Agreement, and all use of the Services by such individuals is for the sole benefit of the Customer.

2.4. General Restrictions

The Customer will not (and will not permit any third party to): (a) rent, lease, provide access to, or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to the Provider); (d) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services (notices on any reports or data printed from the Services); or (f) publicly disseminate information regarding the performance of the Services.

2.5. Provider APIs

If the Provider makes access to any APIs available as part of the Services, the Provider may monitor the Customer’s usage of such APIs and limit the number of calls or requests Customer may make if the Provider believes that the Customer’s usage is in breach of this Agreement or may negatively affect the security, operability or integrity of the Services (or otherwise impose liability on the Provider).

2.6. Apps

To the extent the Provider provides applications for use with the Services (the “Apps”), subject to all the terms and conditions of this Agreement, the Provider grants to the Customer a limited, non-transferable, non-sublicensable, non-exclusive license only during an applicable Subscription Term to use the object code form of the Apps internally, but only in connection with the Customer’s use of the Services and otherwise in accordance with the Documentation and this Agreement.

2.7. Deployment of the Code

Subject to all the terms and conditions of this Agreement, the Provider grants to the Customer a limited, non-transferable, non-sublicensable, non-exclusive license only during an applicable Subscription Term to copy the Code in the form provided by the Provider on Customer Properties solely to support the Customer’s use of the Services and otherwise in accordance with the Documentation and this Agreement. The Customer must implement the Code on the Customer Properties to enable features of the Services. The Customer will implement all the Code in strict accordance with the Documentation and other instructions provided by the Provider. The Customer acknowledges that any changes made to the Customer Properties after initial implementation of the Code may cause the Services to cease working or function improperly and that the Provider will have no responsibility for the impact of any such change.

2.8. Trial Subscriptions

If the Customer receives free access or a trial or evaluation subscription to the Services (a “Trial Subscription”), then the Customer may use the Services in accordance with the terms and conditions of this Agreement for a period of fourteen (14) days or such other period granted by the Provider (the “Trial Period”). Trial Subscriptions are permitted solely for the Customer’s use to determine whether to purchase a paid subscription to the Services. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If the Customer does not enter into a paid Subscription Term, this Agreement and the Customer’s right to access and use the Services will terminate at the end of the Trial Period. The Provider has the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE PROVIDER WILL HAVE NO WARRANTY, LIABILITY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.

2.9. Beta Offering

From time to time, the Provider may make Beta Offerings available to the Customer at no charge. The Customer may elect to try such Beta Offering in its sole discretion. Beta Offerings are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Offerings are not considered “Services” under this Agreement; however, all restrictions, our ownership and the Customer obligations concerning the Services shall apply. Unless otherwise stated or communicated to the Customer, any Beta Offerings trial period will expire upon the date that a version of the Beta Offerings becomes generally available without the applicable Beta Offerings designation. The Provider may discontinue Beta Offerings at any time in its sole discretion and may never make them generally available.

3. Customer Data

3.1. Data Processing by the Provider

All data processing activities by the Services will be governed by the DPA.

3.2. Rights in Customer Data

As between the parties, the Customer will retain all right, title, and interest (including all Intellectual Property Rights) in and to the Customer Data as provided to the Provider. Subject to the terms of this Agreement, the Customer hereby grants to the Provider a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, and display the Customer Data solely to the extent necessary to provide the Services to the Customer.

3.3. Storage of Customer Data

The Provider does not provide an archiving service. The Provider agrees only that it will not intentionally delete any Customer Data from the Services prior to termination of the Customer’s applicable Subscription Term and expressly disclaims all other obligations with respect to storage.

3.4. Customer Obligations

(a) In General.The Customer is solely responsible for the accuracy, content, and legality of all Customer Data. The Customer represents and warrants to the Provider that the Customer has all necessary rights, consents, and permissions to collect, share, and use all Customer Data as contemplated in this Agreement and that no Customer Data will violate or infringe (i) any third party Intellectual Property Rights or publicity, privacy, or other rights, (ii) any Laws, or (iii) any terms of service, privacy policies or other agreements governing Customer’s accounts with any Third-Party Platforms.

(b) No Sensitive Personal Information. Except as otherwise expressly agreed between the Parties in writing, the Customer specifically agrees not to use the Services to collect, store, process, or transmit any Sensitive Personal Information.

(c) Compliance with Laws. The Customer agrees to comply with all applicable Laws in its use of the Services. Without limiting the generality of the foregoing, the Customer will not engage in any unsolicited advertising, marketing, or other activities using the Services, including without limitation any activities that violate the applicable Laws.

3.5. Enrichment Features

(a) Third-Party Enrichment Services.The Services may include features that identify or retrieve publicly available or third-party-sourced business contact information through third-party data enrichment providers, which the Provider may change or replace at any time. Enriched data is provided “as-is” and may be incomplete, inaccurate, outdated, or derived from public sources. The Provider does not verify or guarantee the accuracy, completeness, or suitability of such data and is not liable for any damages, penalties, or claims arising from its use or from the practices of enrichment providers.

(b) Customer Use of Enriched Data. The Customer is solely responsible for ensuring that any collection, storage, or outreach using enriched contact information or any contact data made available through the Services complies with all applicable Laws, including data protection, privacy, and anti-spam regulations. The Customer acts as the data controller for all outreach or processing involving enriched data and must ensure a lawful basis for such processing, including honoring opt-out and unsubscribe obligations.

3.6. Indemnification by Customer

The Customer will defend the Provider from and against any claim arising from or relating to any Customer Data, Customer’s use of a Third Party Platform, or Customer’s use of the Services in violation of Laws and will indemnify and hold the Provider harmless from and against any damages and costs awarded against the Provider or agreed in settlement by the Customer (including reasonable attorneys’ fees) resulting from such claim.

3.7. Anonymized Data

Notwithstanding anything to the contrary herein, the Customer agrees that the Provider may obtain and aggregate technical and other data about Customer’s use of the Services that is non-personally identifiable with respect to the Customer (“Anonymized Data”), and the Provider may use the Anonymized Data to analyze, improve, support, and operate the Services and otherwise for any business purpose during and after the term of this Agreement.

4. Security

The Provider agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of the Services or Customer Data, as further described in the Provider’s Technical and Organizational Measures set forth as Schedule B to the DPA (the “Security Policy”). However, the Provider will have no responsibility for errors in transmission, unauthorized third-party access, or other causes beyond the Provider’s control.

5. Third-Party Integrations

The Services may support integrations with certain Third-Party Platforms. To enable the Services to access and receive Customer’s information from a Third-Party Platform, the Customer may be required to input its credentials for such Third-Party Platform. By enabling use of the Services with any Third-Party Platform, the Customer authorizes Recruitcha, Inc to access Customer’s accounts with such Third-Party Platform for the purposes described in this Agreement.

6. Ownership

6.1. Provider’s Technology

This is a subscription agreement for access to and use of the Services. The Customer acknowledges that it is obtaining only a limited right to the Services and that irrespective of any use of the words “purchase”, “sale”, or like terms in this Agreement, no ownership rights are being conveyed to the Customer under this Agreement.

6.2. Feedback

The Customer may, from time to time, submit Feedback to the Provider. The Provider may freely use or exploit Feedback in connection with the Services and may also disclose such Feedback to third parties. The Provider shall not disclose the name of the Customer in any use or exploitation of the Feedback.

7. Subscription Term, Fees & Payment

7.1. Subscription Term and Renewals

The Subscription Term and Renewal Term will be as set forth in the applicable Order Form. Unless otherwise specified in an applicable Order Form, each Subscription Term will automatically renew for the Renewal Term set forth in such Order Form unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term.

7.2. Fees and Payment

All fees are as set forth in the applicable Order Form and will be paid by the Customer in accordance with the payment terms set forth in the Order Form. Except as expressly set forth in Section 9, Section 13, or Section 16.7, all fees are non-refundable. The Customer is responsible for paying all Taxes, and all Taxes are excluded from any fees set forth in the applicable Order Form.

7.3. Suspension of Service

Without limiting the Provider’s termination or other rights hereunder, the Provider reserves the right to suspend Customer’s access to the applicable Services in whole or in part, without liability to the Customer: (i) if Customer’s account is thirty (30) days or more overdue; (ii) for Customer’s breach of Sections 2.4 or 3.4; or (iii) to prevent harm to other customers or third parties or to preserve the security, availability or integrity of the Services.

8. Term and Termination

8.1. Term

This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.

8.2. Termination for Cause

Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

8.3. Effect of Termination

Upon any expiration or termination of this Agreement, the Customer will immediately cease all use of and access to all Services and delete (or, at the Provider’s request, return) all copies of the Documentation, all passwords or access codes and all other Provider’s Confidential Information in its possession. The Customer acknowledges that thirty (30) days following termination it will have no further access to any Customer Data input into any Services, and that the Provider may delete any such data as may have been stored by the Provider at any time thereafter.

9. Limited Warranty

9.1. Limited Warranty

The Provider warrants, for Customer’s benefit only, that the Services will operate in substantial conformity with the applicable Documentation and in accordance with applicable law.

9.2. Warranty Disclaimer

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9.1, ALL SERVICES, SUPPORT, AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, THE PROVIDER AND ITS AFFILIATES DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, GUARANTEES, OR UNDERTAKINGS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

10. Availability, Service Levels, and Support

The Provider will use commercially reasonable efforts to keep the Services available.

11. Professional Services

The Provider will provide professional consulting services (the “Professional Services”) purchased in the applicable Order Form. The scope of Professional Services will be as set forth in a Statement of Work referencing this Agreement and executed by both parties.

12. Limitation of Remedies and Damages

12.1. Consequential Damages Waiver

EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS AFFILIATES) SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

12.2. Liability Cap

EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), EACH PARTY’S ENTIRE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY THE CUSTOMER TO THE PROVIDER UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO LIABILITY.

13. Indemnification

The Provider will defend the Customer from and against any claim by a third party alleging that the Services infringes any Intellectual Property Right and will indemnify and hold the Customer harmless from and against any damages and costs finally awarded against the Customer or agreed in settlement by the Provider (including reasonable attorneys’ fees) resulting from such claim.

14. Confidential Information

Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (the “Disclosing Party”) constitute the confidential property of the Disclosing Party (the “Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. This confidentiality obligation applies for 3 years after the lapse of all Subscription Terms.

15. Publicity

The Customer agrees that the Provider may disclose the Customer as a customer of the Provider, including on the Provider’s public website. The Provider agrees that any such use shall be subject to the Provider complying with any written guidelines that the Customer may deliver to the Provider regarding the use of its name.

16. General Terms

16.1. Assignment

This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party’s assets or voting securities.

16.2. Severability

If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.

16.3. Governing Law; Dispute Resolution

(a) Governing Law.This Agreement is construed and governed by the Laws of the State of Delaware, without reference to applicable jurisdiction’s conflict of laws principles.

(b) Direct Dispute Resolution.In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement (the “Dispute”), the parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party shall provide written notice to the other party specifically setting forth the precise nature of the dispute. If an Initial Notice of Dispute is being sent to the Provider, it must be emailed to legal@recruitcha.ai.

(c) Litigation. Any lawsuit will be filed in any courts located in San Francisco County, California, and both Parties consent to personal jurisdiction in such courts for resolution of Disputes and agree that such venue is appropriate.

16.4. Notice

Any notice or communication required or permitted under this Agreement will be in writing to the parties at the addresses set forth on the Order Form or at such other address as may be given in writing by either party to the other.

16.5. Amendments; Waivers

No supplement, modification, or amendment of this Agreement will be binding, unless (i) modified in accordance with Section 16.7; or (ii) executed in writing by a duly authorized representative of each party to this Agreement.

16.6. Entire Agreement

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.

16.7. Modifications to this Agreement

From time to time, Recruitcha, Inc may modify this Agreement. Unless otherwise specified by Recruitcha, Inc, changes become effective for the Customer upon renewal of Customer’s current Subscription Term or entry into a new Order Form. Recruitcha, Inc will use reasonable efforts to notify Customer of the changes through communications via Customer’s account, email or other means. Continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.

16.8. Force Majeure

Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

16.9. Independent Contractors

The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties.

16.10. Export Control

In its use of the Services, the Customer agrees to comply with all export and import laws and regulations of the applicable jurisdictions.

Contact Information

To ask questions or comment about these Terms of Service, contact us at: