Master Subscription Agreement

1000991777 ONTARIO CORP. o/a HiredIn

This Master Subscription Agreement (the "MSA") is effective as of the effective date of the first Order Form that references or incorporates it (the "Effective Date"). It is entered into by and between 1000991777 ONTARIO CORP., an Ontario corporation operating as HiredIn, which operates the HiredIn platform at https://hiredin.ai and has its principal place of business at 20 Milvan Drive, North York, Ontario M9L 1Z3, Canada ("HiredIn"), and the customer identified in that Order Form ("Customer"). HiredIn and Customer are each a "Party" and together the "Parties." By signing an Order Form, completing an online purchase that references this MSA, accepting this MSA electronically, or signing the optional signature page, Customer agrees to be bound by it. Individual candidates and other users may also be subject to HiredIn's online Terms of Service, but this MSA governs Customer's acquisition and use of the Services and controls as stated in Section 12.1.

1. Services

1.1. Services.

"Services" means the HiredIn cloud-based recruitment platform and the products, modules, application programming interfaces ("APIs"), websites, mobile applications, professional services, support, and related functionality that Customer orders from HiredIn through an Order Form, online subscription, or other ordering document that references this MSA, whether provided on a trial or paid basis. The Services may include applicant tracking, customer relationship management, candidate and job matching, recruiting workflows, candidate and client portals, communications, interview scheduling, recording and transcription, analytics, integrations, onboarding, and related features, in each case only to the extent included in Customer's applicable Order Form. HiredIn will make the Services available during the Term subject to this MSA and the applicable Order Form.

1.2. Documentation and Service Changes.

"Documentation" means HiredIn's user guides, support materials, and operating instructions made available for the Services. HiredIn may update or modify the Services from time to time to improve functionality, security, performance, legal compliance, or user experience. HiredIn will not materially reduce the core functionality of a paid Service during the applicable subscription term without providing substantially equivalent functionality, except where a change is required by law, a third-party provider, or a security risk outside HiredIn's reasonable control.

1.3. Third-Party Services.

The Services may enable Customer to connect with or use third-party products, job boards, data providers, payment providers, communication tools, identity or background services, artificial-intelligence providers, email and calendar services, or other integrations (collectively, "Third-Party Services"). Third-Party Services are governed by the applicable provider's terms and are not part of the Services unless an Order Form expressly states otherwise. HiredIn is not responsible for a Third-Party Service's availability, acts, omissions, content, security, policies, or changes. Customer authorizes HiredIn to exchange data and authentication tokens with each Third-Party Service that Customer enables as reasonably necessary to provide the requested integration. HiredIn may suspend, modify, or discontinue an integration if the provider changes or discontinues its service, terms, access, or technical requirements, and will use reasonable efforts to provide notice when practicable.

1.4. Professional Services.

Any implementation, migration, configuration, training, consulting, custom development, or other professional services will be described in an Order Form or statement of work ("SOW"). Customer will provide timely access, information, personnel, decisions, and cooperation reasonably needed for those services. Changes to scope, assumptions, timing, deliverables, or Fees must be documented in a written change order or updated SOW accepted by both Parties. Unless an SOW expressly states otherwise, professional services do not transfer ownership of HiredIn Technology, methods, templates, tools, or know-how, and any deliverable that incorporates HiredIn Technology may be used by Customer only with and for the Services during the applicable subscription term.

1.5. Free, Trial, Beta, and Preview Features.

HiredIn may offer free, trial, beta, pilot, preview, early-access, or evaluation features (collectively, "Evaluation Features"). Evaluation Features are optional, may be subject to additional terms or limits, may not be supported, and may be changed, suspended, or discontinued at any time. They are not covered by any service level agreement or the warranty in Section 9.2 unless HiredIn expressly agrees otherwise in writing. Customer will use Evaluation Features only for evaluation and testing, not for production or other high-risk purposes unless HiredIn expressly authorizes that use.

2. Fees and Payment

2.1. Fees.

Customer will pay the fees stated in each Order Form (the "Fees"). Except as expressly provided in this MSA or an Order Form, commitments are non-cancellable and Fees paid are non-refundable. Fees are stated in the currency identified in the Order Form. If no currency is identified, Fees are in Canadian dollars for Canadian Customers and United States dollars for all other Customers.

2.2. Invoicing and Payment.

HiredIn will invoice Customer according to the billing schedule in the Order Form. Unless the Order Form states otherwise, invoiced amounts are due within thirty (30) days after the invoice date. Customer will provide complete and accurate billing information and will keep it current. Customer authorizes HiredIn and its payment providers to charge any approved payment method for Fees, taxes, and recurring renewals when the Order Form or online checkout provides for automatic billing.

2.3. Taxes.

Fees exclude all applicable sales, use, value-added, goods and services, harmonized sales, withholding, and similar taxes, levies, or duties. Customer is responsible for those amounts, except taxes imposed on HiredIn's net income. If Customer is required by law to withhold an amount, Customer will provide valid documentation and, unless prohibited by law, increase the payment so HiredIn receives the amount it would have received without the withholding. HiredIn will apply a valid exemption certificate provided before invoicing where legally permitted.

2.4. Overdue Amounts and Suspension.

Undisputed overdue amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by law, together with reasonable collection costs. If an undisputed amount remains overdue ten (10) days after HiredIn gives written notice, HiredIn may suspend the affected Services until payment is received. HiredIn will use reasonable efforts to limit a suspension to the affected account or Service and will restore access promptly after the overdue amount is paid.

2.5. Billing Disputes.

Customer must notify HiredIn in writing of a good-faith invoice dispute within fifteen (15) days after the invoice date and must describe the disputed amount and basis. The Parties will work in good faith to resolve the dispute. Customer will timely pay all undisputed amounts, and HiredIn will not suspend the Services for the disputed amount while the Parties are actively working toward resolution.

2.6. Subscription Metrics, Usage Charges, and Pricing Changes.

Fees may be based on user seats, subscriptions, jobs, candidate matches, AI-processing packages, API usage, transactions, storage, or other metrics identified in an Order Form or accepted online purchase. A user seat is assigned to one individual at a time and may be reassigned in accordance with the Documentation, but may not be shared concurrently. Usage-based Fees are measured as described when the applicable feature or package is purchased. HiredIn may change pricing or introduce a new pricing structure for a renewal term by giving at least thirty (30) days' notice before that renewal. A pricing change will not alter Fees for a current committed subscription term unless the Order Form expressly provides for variable or usage-based charges.

3. Term, Suspension, and Termination

3.1. Term and Renewal.

This MSA begins on the Effective Date and continues while an Order Form remains in effect, unless terminated under this Section. Each Order Form begins on its stated start date and continues for its initial subscription term. Unless an Order Form states otherwise, a paid subscription automatically renews for successive periods equal to the expiring subscription term unless either Party gives written notice of non-renewal at least thirty (30) days before the then-current term ends. A trial ends at the earlier of its stated expiry date and the start of a paid subscription.

3.2. Termination for Cause.

Either Party may terminate this MSA or an affected Order Form by written notice if the other Party materially breaches it and fails to cure the breach within thirty (30) days after receiving notice describing the breach. The cure period is ten (10) days for non-payment. A Party may terminate immediately if the other Party becomes insolvent, makes an assignment for the benefit of creditors, enters bankruptcy, receivership, or similar proceedings that are not dismissed within sixty (60) days, ceases business, or engages in fraud, unlawful conduct, or a material security violation that cannot reasonably be cured.

3.3. Cancellation and Non-Renewal.

Except as expressly permitted by an Order Form or this MSA, Customer may not terminate a committed subscription for convenience before the end of its then-current term. Either Party may prevent renewal under Section 3.1. HiredIn may terminate this MSA for convenience when no Order Form is active. HiredIn may terminate an affected Order Form on at least sixty (60) days' written notice if HiredIn permanently discontinues the affected paid Service generally or if a change in law or a critical Third-Party Service makes continued provision commercially unreasonable. In that case, HiredIn will refund prepaid Fees for the unused portion of the terminated paid Service. Customer remains responsible for usage-based charges and Fees incurred before termination.

3.4. Suspension.

HiredIn may suspend access to all or part of the Services if reasonably necessary to prevent or address a security threat, unlawful activity, material breach of Section 4, harm to the Services or another customer, or an overdue undisputed payment under Section 2.4. When practicable, HiredIn will give advance notice and an opportunity to remedy the issue. If advance notice is not practicable, HiredIn will give notice as soon as reasonably possible. Suspension does not relieve Customer of its payment obligations.

3.5. Effect of Termination.

When an Order Form or this MSA expires or terminates, Customer's right to access the affected Services ends and all unpaid amounts become due. Customer may use generally available export functionality during the Term. If Customer submits a written request before termination or within thirty (30) days afterward, HiredIn will make a commercially reasonable method available for Customer to export Service Data in a generally available format, subject to payment of undisputed amounts and technical feasibility. After that export period, HiredIn may delete or de-identify Service Data in accordance with its retention practices and the applicable Data Processing Addendum, except for limited records retained by law, for security, fraud prevention, billing, audit, or dispute resolution, and copies in protected backups until deleted through established cycles. General retention statements in HiredIn's Privacy Policy do not require HiredIn to retain complete Service Data for Customer beyond the period established by this MSA, the applicable DPA, or an Order Form.

3.6. Survival.

Sections 2, 3.5, 3.6, 4.4 through 4.8, 5, 6, 7, 8, 9.4, 10, 11, and 12, together with any other provision that by its nature should survive, will survive expiry or termination.

4. Licence and Use of the Services

4.1. Licence.

Subject to Customer's compliance with this MSA and payment of the Fees, HiredIn grants Customer a limited, non-exclusive, non-transferable except under Section 12.2, non-sublicensable right during the applicable subscription term to access and use the Services and Documentation for Customer's internal recruiting, staffing, talent acquisition, workforce, and related business operations. No software is sold under this MSA.

4.2. Authorized Users.

Customer may permit its employees, contractors, agents, and approved personnel of entities that control, are controlled by, or are under common control with Customer to use the Services as authorized users (each an "Authorized User"), up to the purchased number of seats or other usage limits. Each account is for one individual and may not be shared concurrently. Customer may reassign a seat in accordance with the Documentation. Customer is responsible for its Authorized Users, account administration, credentials, permissions, and all activity under its accounts. Customer is also responsible for each participating affiliate's compliance with this MSA as if its acts and omissions were Customer's own. Customer will promptly notify HiredIn of actual or suspected unauthorized access and will cooperate in reasonable remediation.

4.3. Customer Responsibilities.

Customer is responsible for the accuracy, quality, legality, and source of Service Data; for providing all notices and obtaining all consents, permissions, and lawful bases required to collect, use, disclose, and process Service Data; and for configuring and using the Services in accordance with applicable employment, human-rights, privacy, anti-spam, accessibility, consumer-reporting, artificial-intelligence, and other laws. Customer is responsible for job postings, candidate communications, assessment criteria, interview and hiring processes, employment decisions, and instructions given to HiredIn. Customer will maintain reasonable security for its systems and user credentials.

4.4. Prohibited Uses.

Customer and Authorized Users will not, and will not permit any third party to: (a) resell, sublicense, timeshare, frame, or provide the Services to an unauthorized person; (b) access or use the Services in violation of law or third-party rights; (c) interfere with, disrupt, overload, probe, scan, or test the vulnerability of the Services without written authorization; (d) reverse engineer, decompile, disassemble, copy, or attempt to discover source code, non-public models, algorithms, or underlying structure, except to the limited extent a restriction is prohibited by law; (e) upload malicious code or content that is unlawful, defamatory, harassing, discriminatory, deceptive, or infringing; (f) bypass usage limits, security controls, or access restrictions; (g) use robots, spiders, scraping, or automated extraction except through an approved interface or written authorization; (h) use the Services or output to build, benchmark for publication, or train a competing product or model without HiredIn's written consent; or (i) use the Services for high-risk, solely automated employment decisions where prohibited by law.

4.5. AI-Assisted Features and Human Review.

Some Services may use automated, statistical, or artificial-intelligence tools to assist with resume parsing, job-post creation, matching, ranking, screening insights, scheduling, summarizing, transcription, recommendations, communications, mock-interview preparation, or workflow actions ("AI Features"). AI Features provide decision support and may produce incomplete, inaccurate, unsuitable, or non-unique output. Customer will apply qualified human review, independently assess output before relying on it, test and monitor its configurations and criteria, provide legally required notices and explanations, offer any required review or appeal process, and make all final employment and engagement decisions. Customer will not rely on sensitive or protected characteristics in a manner prohibited by law and will not represent that HiredIn made a hiring, rejection, compensation, or other employment decision.

4.6. Responsible Use of AI Features.

Customer is responsible for its inputs, configurations, criteria, and use of AI Features and output. Customer will maintain appropriate internal policies and user training and will not: (a) use AI Features as the sole basis for a hiring or other material employment decision where prohibited by law; (b) intentionally submit government identification numbers, financial account information, health, genetic, or biometric data, or other highly sensitive information to a generative AI feature unless the Documentation expressly supports that data and Customer has a lawful basis; (c) misrepresent AI-generated output as solely human-generated where that would be deceptive or unlawful; or (d) use AI Features to create discriminatory, unlawful, fraudulent, or infringing content or decisions. Customer acknowledges that output may not be protectable by intellectual-property laws and may be similar to output provided to another user.

4.7. Usage Limits, APIs, and Automated Access.

The Services, including AI Features and APIs, may be subject to seat counts, match quantities, processing allowances, storage limits, rate limits, fair-use thresholds, and other usage controls stated in an Order Form, accepted online purchase, Documentation, or applicable plan. Use by a third party acting for Customer counts as Customer's use. Customer will not use an API or automated process in a manner that is excessive, abusive, disproportionately burdensome, or reasonably likely to impair the Services. HiredIn may apply reasonable throttling, rate limits, or temporary suspension to protect security, availability, cost integrity, or equitable use. HiredIn will not impose an additional usage Fee unless that Fee or the method for calculating it was disclosed in an Order Form or pricing terms accepted by Customer.

4.8. Interview Recordings and Communications.

If Customer enables interview recording, transcription, summarization, messaging, email, calendar, or similar communication functionality, Customer is responsible for determining when and how it is used. Before recording or transcribing an interview or communication, Customer will provide all notices and obtain all consents required by applicable privacy, employment, wiretap, call-recording, biometric, accessibility, and other laws. Customer will use communications only for legitimate recruiting and related business purposes and in compliance with applicable anti-spam and marketing laws. HiredIn provides technical infrastructure and does not control Customer's interview, recording, communication, retention, or hiring decisions.

5. Confidentiality

5.1. Confidential Information.

"Confidential Information" means non-public business, financial, technical, security, product, customer, candidate, personnel, or other information disclosed by or on behalf of a Party (the "Disclosing Party") to the other Party (the "Receiving Party") that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances. HiredIn's Confidential Information includes the Services, non-public Documentation, source code, product plans, security information, pricing, and Usage Data. Customer's Confidential Information includes Service Data. The terms of non-public Order Forms are Confidential Information of both Parties.

5.2. Exclusions.

Confidential Information does not include information that the Receiving Party can demonstrate through written records: (a) is or becomes public without breach of this MSA; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from a third party without a duty of confidentiality; or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

5.3. Protection and Permitted Use.

The Receiving Party will use Confidential Information only to exercise rights or perform obligations under this MSA. It will protect the information using at least reasonable care and no less care than it uses for similar information of its own. The Receiving Party may disclose Confidential Information only to its personnel, professional advisers, auditors, insurers, financing sources, and service providers who need to know it for that purpose and are bound by confidentiality obligations at least as protective as those in this MSA. The Receiving Party is responsible for their compliance.

5.4. Required Disclosure.

The Receiving Party may disclose Confidential Information to the extent required by law, court order, or governmental authority. Unless legally prohibited, it will give the Disclosing Party prompt written notice, disclose only what is legally required, and provide reasonable cooperation, at the Disclosing Party's expense, in seeking confidential treatment or a protective order.

5.5. Return, Duration, and Remedies.

On request or when this MSA ends, the Receiving Party will return or securely destroy Confidential Information, except for archival copies retained by law, professional standards, or automated backup processes, which remain protected and unused for any other purpose. These obligations continue for five (5) years after disclosure, except that trade secrets remain protected for as long as they qualify as trade secrets and Personal Data remains protected as required by law and the applicable Data Processing Addendum. Unauthorized use or disclosure may cause irreparable harm, and the Disclosing Party may seek injunctive or equitable relief in addition to other remedies.

6. Data Practices

6.1. Definitions.

"Service Data" means electronic data, content, communications, resumes, job and candidate records, files, instructions, and other information submitted by or for Customer, collected through Customer's recruiting workflows, or generated specifically for Customer within the Services. "Candidate Network Data" means profile, preference, resume, career, communication, or related information that a Candidate provides directly to HiredIn for discovery, matching, or career services, or that HiredIn otherwise obtains independently of Customer as permitted by law. Candidate Network Data is excluded from Service Data unless and until the applicable Candidate applies to, engages with, or authorizes its transfer into Customer's recruiting workflow. "Personal Data" means information relating to an identified or identifiable individual, or any equivalent term under applicable privacy law. "Usage Data" means technical, diagnostic, security, telemetry, audit, and usage information relating to operation and use of the Services, excluding Service Data and Candidate Network Data in identifiable form.

6.2. Ownership and Processing Rights.

As between the Parties, Customer retains its rights in Service Data. Customer grants HiredIn and its authorized service providers a non-exclusive right to host, copy, transmit, display, modify, and otherwise process Service Data only as necessary to provide, secure, support, and improve the Services; carry out Customer's documented instructions; administer the Parties' relationship; prevent fraud or abuse; and comply with law. HiredIn and the applicable Candidates retain their respective rights and interests in Candidate Network Data, subject to applicable privacy law. HiredIn owns the Services, Usage Data, and all related intellectual property, subject to Customer's rights in Service Data and any individual's rights in Personal Data.

6.3. Use of Data.

HiredIn may use Usage Data and information that has been aggregated or de-identified so that it cannot reasonably identify Customer or an individual to operate, analyse, secure, benchmark, and improve the Services, improve HiredIn models, and develop new functionality. HiredIn will not attempt to re-identify that information except to test the effectiveness of de-identification safeguards or as required by law. HiredIn will not sell or rent Service Data. HiredIn will not use Service Data containing Personal Data to train a general-purpose, publicly available, or cross-customer artificial-intelligence or machine-learning model unless Customer expressly authorizes that use in writing and it is permitted by applicable law. HiredIn may process Service Data through configured AI Features to provide output to Customer in accordance with Customer's instructions, this MSA, and the applicable Data Processing Addendum.

6.4. Communications.

HiredIn may send Customer and Authorized Users transactional, security, billing, account, support, and product-operation communications required to provide the Services. HiredIn may send marketing communications where permitted by law and will provide an available opt-out mechanism. Opting out of marketing does not stop required transactional or security notices. Privacy inquiries and marketing opt-out requests may be sent to privacy@hiredin.ai.

6.5. Integrations and Service Providers.

When Customer enables a Third-Party Service, Customer instructs HiredIn to receive information from and disclose information to that provider as needed for the integration. HiredIn may use authorized service providers to host, process, secure, support, analyse, and improve the Services. HiredIn will contractually require service providers that process Service Data to protect it and use it only to provide their services to HiredIn, subject to the applicable Data Processing Addendum. To the extent HiredIn uses a third-party AI service provider to process Service Data, HiredIn will maintain contractual restrictions that prohibit that provider from using Service Data, Customer inputs, or Customer output to train or improve the provider's general-purpose models, except where Customer expressly authorizes otherwise in writing.

6.6. Safeguards.

HiredIn will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Service Data, taking into account HiredIn's size, the nature of the Services, and the risks presented by the processing. Additional security and incident-response commitments, where applicable, are set out in the Data Processing Addendum, an applicable security addendum, or the Order Form.

6.7. Candidate Network Data.

The Services may make Candidate Network Data available to Customer when a Candidate applies to or expresses interest in Customer's opportunity, authorizes contact or disclosure, or is identified as a potential match in accordance with the Candidate's settings, HiredIn's Privacy Policy, and applicable law. Candidate profiles are not publicly searchable. Customer receives a limited, non-exclusive, non-transferable right to use Candidate Network Data only to evaluate and communicate with Candidates regarding genuine recruiting, staffing, or engagement opportunities. Customer will not sell, advertise against, scrape, bulk-export, enrich for unrelated purposes, or use Candidate Network Data for unlawful discrimination or unsolicited mass communications. Customer is responsible for its own collection, use, retention, disclosure, and deletion of Candidate Network Data after receiving it and for responding to applicable Candidate rights. HiredIn does not guarantee a Candidate's identity, qualifications, availability, interest, or suitability.

7. Privacy Practices

7.1. Privacy Policy.

HiredIn operates the Services and handles Personal Data as described in its Privacy Policy, available at https://hiredin.ai/privacy-policy, as updated from time to time in accordance with applicable law. The Privacy Policy is a notice describing HiredIn's privacy practices. It does not expand HiredIn's rights in Service Data, reduce HiredIn's obligations under this MSA or an applicable DPA, or amend an Order Form. If the Privacy Policy conflicts with this MSA or the DPA regarding Customer's Service Data, this MSA or the DPA, as applicable, controls.

7.2. Customer Instructions and Roles.

To the extent HiredIn processes Personal Data in Service Data on Customer's behalf, Customer determines the purposes and means of processing and HiredIn acts as Customer's processor or service provider, as applicable. Customer's configuration and use of the Services, this MSA, the applicable Order Form, and documented support requests constitute Customer's instructions. HiredIn may separately act as a controller or business for Candidate Network Data and for account, billing, security, relationship, website, and Usage Data as described in its Privacy Policy and the Data Processing Addendum. Where Customer receives Candidate Network Data, Customer acts as an independent controller or business for its subsequent use unless applicable law requires otherwise.

7.3. Hosting and International Processing.

Service Data may be hosted and processed in Canada, the United States, and other countries where HiredIn or its authorized service providers operate. Those countries may have privacy laws different from the location where Service Data originated. HiredIn will use legally required transfer mechanisms and safeguards as described in the applicable Data Processing Addendum.

7.4. Sub-Processors.

Customer authorizes HiredIn to engage sub-processors to process Personal Data for the Services. HiredIn remains responsible for each sub-processor's performance of HiredIn's data-protection obligations to the extent required by the applicable Data Processing Addendum. Information about current sub-processors and any applicable notice or objection process will be made available through HiredIn's privacy or trust materials or on request.

7.5. Data Processing Addendum.

If HiredIn processes Personal Data on Customer's behalf, HiredIn's then-current Data Processing Addendum (the "DPA") is incorporated into this MSA when executed, accepted online, or otherwise made applicable by the Order Form. If this MSA conflicts with the DPA regarding Personal Data processing, the DPA controls for that subject only.

7.6. Security Addendum.

If the Parties execute, accept online, or make a HiredIn security addendum applicable through an Order Form, that security addendum forms part of the Agreement and controls over this MSA solely for the information-security and security-incident matters it expressly addresses. HiredIn is not required to comply with a Customer security policy, questionnaire response, or security standard unless HiredIn expressly accepts it in an Order Form or signed addendum.

8. Intellectual Property Rights

8.1. HiredIn Technology.

HiredIn and its licensors retain all right, title, and interest in and to the Services, Documentation, Usage Data, software, interfaces, designs, workflows, models, algorithms, configurations, improvements, and all related intellectual property and proprietary rights (collectively, "HiredIn Technology"). Except for the limited right in Section 4.1, no right or licence to HiredIn Technology is granted to Customer.

8.2. Customer Materials.

Customer and its licensors retain all right, title, and interest in Service Data and Customer's names, logos, trademarks, content, and materials. Customer grants HiredIn the limited rights necessary to process those materials as stated in this MSA and to display Customer branding within Customer-configured pages or communications.

8.3. Feedback.

If Customer or an Authorized User provides suggestions, ideas, enhancement requests, or other feedback about the Services ("Feedback"), HiredIn may use and incorporate the Feedback without restriction or payment, provided HiredIn does not identify Customer as the source without permission. To the extent Customer owns rights in Feedback, Customer grants HiredIn a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free licence to use, modify, commercialize, and otherwise exploit it.

8.4. AI Inputs and Outputs.

As between the Parties, Customer retains its rights in the information it submits to AI Features ("Input"). Subject to Customer's compliance with this MSA and to the extent intellectual-property rights arise in output generated specifically for Customer, HiredIn assigns those rights in that output to Customer. This assignment does not include HiredIn Technology, models, algorithms, prompts, templates, methods, Usage Data, Candidate Network Data, third-party materials, or any underlying rights needed to provide the Services. Customer acknowledges that output may not be unique, may not qualify for intellectual-property protection, and may contain material subject to third-party rights. Customer is responsible for reviewing output before use or publication.

9. Representations, Warranties, and Disclaimers

9.1. Mutual Authority.

Each Party represents and warrants that it has the legal power and authority to enter into this MSA and that the person accepting it or signing an Order Form on its behalf is authorized to bind it.

9.2. HiredIn Limited Warranty.

HiredIn warrants that, during a paid subscription term, the Services will perform in all material respects in accordance with the applicable Documentation under normal authorized use. Customer must notify HiredIn of an alleged breach with reasonable detail. HiredIn will use commercially reasonable efforts to correct the non-conformity. If HiredIn cannot do so within a reasonable period, Customer may terminate the affected Service and receive a pro-rated refund of prepaid Fees for its unused portion. This is Customer's exclusive remedy for breach of this warranty. The warranty does not apply to free, trial, beta, preview, or evaluation features, or to issues caused by Customer, an Authorized User, a Third-Party Service, unauthorized modifications, unsupported configurations, or use contrary to Documentation.

9.3. Customer Warranties.

Customer represents and warrants that it has all rights, permissions, notices, consents, and lawful bases needed for HiredIn to process Service Data and provide the Services; that its job postings, instructions, configurations, and use of the Services comply with applicable law and do not infringe third-party rights; and that it will not use the Services to discriminate unlawfully or make prohibited automated decisions.

9.4. Disclaimers.

EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 9.2 AND ANY EXPRESS COMMITMENT IN AN APPLICABLE SERVICE LEVEL AGREEMENT, THE SERVICES, DOCUMENTATION, SUPPORT, AI-ASSISTED FEATURES, OUTPUT, THIRD-PARTY SERVICES, AND ALL FREE, TRIAL, BETA, OR PREVIEW FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, HIREDIN AND ITS LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND COLLATERAL WARRANTIES, INCLUDING MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. HIREDIN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CANDIDATE, MATCH, RECOMMENDATION, JOB-BOARD RESULT, INTEGRATION, HIRING OUTCOME, REVENUE RESULT, OR COMPLIANCE OBJECTIVE WILL BE ACHIEVED. AI-ASSISTED OUTPUT MAY BE INCOMPLETE, INACCURATE, OR UNSUITABLE AND MUST BE INDEPENDENTLY REVIEWED. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS RECRUITING, STAFFING, SCREENING, INTERVIEW, COMPENSATION, ENGAGEMENT, AND EMPLOYMENT DECISIONS AND FOR COMPLIANCE WITH LAWS APPLICABLE TO THOSE ACTIVITIES. UNLESS AN ORDER FORM EXPRESSLY STATES OTHERWISE, HIREDIN IS NOT AN EMPLOYER OF RECORD, RECRUITER OF RECORD, EMPLOYMENT AGENCY, BACKGROUND-CHECK PROVIDER, PAYROLL PROVIDER, IMMIGRATION ADVISER, OR PROVIDER OF LEGAL, TAX, ACCOUNTING, HUMAN-RESOURCES, OR EMPLOYMENT ADVICE.

10. Indemnification

10.1. Indemnification by HiredIn.

HiredIn will defend Customer against a third-party claim alleging that Customer's authorized use of a paid Service infringes a Canadian or United States patent, copyright, or trademark, or misappropriates a trade secret (an "IP Claim"), and will indemnify Customer for damages, reasonable legal fees, and costs finally awarded or included in a settlement approved by HiredIn. HiredIn has no obligation for a claim caused by: (a) Service Data, Customer materials, designs, specifications, or instructions; (b) modification by anyone other than HiredIn; (c) combination with an item not provided or approved by HiredIn where the claim would not otherwise arise; (d) use contrary to this MSA, the Documentation, or written notice from HiredIn; (e) continued allegedly infringing use after HiredIn offers a non-infringing alternative; or (f) a free, trial, beta, preview, or Third-Party Service.

10.2. IP Claim Remedies.

If an IP Claim may materially interfere with Customer's use, HiredIn may, at its option and expense: (a) obtain the right for Customer to continue using the affected Service; (b) modify or replace it with materially equivalent non-infringing functionality; or (c) terminate the affected Service and refund prepaid Fees for its unused portion. Sections 10.1 and 10.2 state HiredIn's entire obligation and Customer's exclusive remedy for an IP Claim.

10.3. Indemnification by Customer.

Customer will defend HiredIn, its affiliates, and their personnel against a third-party claim arising from or alleging: (a) Service Data, Customer materials, job postings, communications, criteria, instructions, or Customer's enabled Third-Party Services infringe, misappropriate, or violate third-party rights; (b) Customer or an Authorized User used the Services in breach of Section 4 or applicable law; or (c) Customer's recruiting, screening, interview, engagement, classification, compensation, rejection, hiring, termination, or other employment-related act or decision. Customer will indemnify the protected parties for damages, reasonable legal fees, and costs finally awarded or included in a settlement approved by Customer.

10.4. Indemnification Procedure.

The indemnified Party will promptly give written notice of the claim, provide reasonable cooperation at the indemnifying Party's expense, and allow the indemnifying Party sole control of the defence and settlement. Delay in notice relieves the indemnifying Party only to the extent materially prejudiced. The indemnifying Party may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or fails to unconditionally release the indemnified Party without that Party's prior written consent, not to be unreasonably withheld.

11. Limitation of Liability

11.1. Excluded Damages.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS, OR LICENSORS WILL BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA NOT CAUSED BY THAT PARTY'S BREACH, COSTS OF SUBSTITUTE SERVICES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, AGGRAVATED, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS MSA OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND REGARDLESS OF THE LEGAL THEORY.

11.2. Liability Cap.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS MSA, ALL ORDER FORMS, AND PAID SERVICES WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO HIREDIN FOR THE AFFECTED SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. HIREDIN'S TOTAL LIABILITY ARISING SOLELY FROM EVALUATION FEATURES PROVIDED WITHOUT CHARGE WILL NOT EXCEED CAD $1,000. THE CAPS DO NOT STACK, AND ALL CLAIMS ARISING FROM THE SAME OR RELATED FACTS ARE ONE CLAIM FOR PURPOSES OF THESE LIMITS. HIREDIN'S OBLIGATIONS UNDER SECTION 10.1 ARE INCLUDED WITHIN THE APPLICABLE CAP UNLESS AN ORDER FORM EXPRESSLY STATES OTHERWISE.

11.3. Exceptions and Risk Allocation.

SECTIONS 11.1 AND 11.2 DO NOT LIMIT CUSTOMER'S OBLIGATION TO PAY FEES; CUSTOMER'S LIABILITY FOR BREACH OF SECTIONS 4.1, 4.4, 6.7, OR 8; EITHER PARTY'S FRAUD OR WILFUL MISCONDUCT; OR LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED. THE PARTIES AGREE THAT THE DISCLAIMERS, INDEMNITIES, AND LIMITATIONS IN THIS MSA ALLOCATE RISK BETWEEN THEM AND ARE REFLECTED IN THE FEES. THEY APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. Miscellaneous

12.1. Entire Agreement and Order of Precedence.

This MSA, each Order Form and SOW, any applicable DPA, security addendum, or service level agreement, and any online product or use terms expressly incorporated by reference form the entire agreement regarding the Services (collectively, the "Agreement") and supersede prior or contemporaneous proposals, discussions, and agreements on that subject. HiredIn's online Terms of Service may govern individual Candidates, website visitors, Evaluation Features, or self-service functionality, but do not replace this MSA for Customer. The Privacy Policy is governed by Section 7.1. Customer purchase-order terms do not apply, even if accepted for administrative convenience. In a direct conflict: (a) the DPA controls solely for Personal Data processing; (b) a security addendum controls solely for the security matters it expressly addresses; (c) a service level agreement controls solely for availability and service-credit matters; (d) an Order Form or SOW controls for its specific commercial, Service, or professional-service terms; (e) this MSA controls otherwise; and (f) online terms control only when none of the foregoing documents addresses the matter.

12.2. Assignment.

Neither Party may assign this MSA or an Order Form without the other Party's prior written consent, not to be unreasonably withheld, except that either Party may assign all of them without consent to an affiliate or in connection with a merger, reorganization, change of control, or sale of all or substantially all of the relevant business or assets, provided the assignee is not a direct competitor of the other Party and agrees in writing to be bound. Any prohibited assignment is void. This MSA binds and benefits permitted successors and assigns.

12.3. Severability.

If a provision is held invalid or unenforceable, it will be limited or modified to the minimum extent necessary to make it enforceable and best reflect the original intent. The remaining provisions will continue in effect.

12.4. Relationship of the Parties.

The Parties are independent contractors. This MSA does not create an employment, partnership, franchise, joint venture, agency, fiduciary, or exclusive relationship. Neither Party may bind the other or make commitments on the other's behalf.

12.5. Notices.

Operational notices may be sent through the Services or by email to the account contacts. Formal legal notices must be in writing. Notices to Customer will be sent to the account owner's email or the address in the Order Form. Notices to HiredIn must be sent to basim@hiredin.ai with the subject line "LEGAL NOTICE" and, for a notice commencing litigation, must also be delivered by recognized courier to 1000991777 ONTARIO CORP. o/a HiredIn, 20 Milvan Drive, North York, Ontario M9L 1Z3, Canada, Attention: Legal Notices. Email notice is effective one (1) business day after sending if no delivery failure is received; courier notice is effective on confirmed delivery. Either Party may update its notice details by written notice.

12.6. Governing Law and Jurisdiction.

This MSA and each Order Form are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The Parties irrevocably submit to the exclusive jurisdiction of the provincial and federal courts located in Toronto, Ontario for any dispute arising from or related to this MSA or the Services.

12.7. Export Controls and Sanctions.

Customer will comply with applicable export-control, trade, and economic-sanctions laws of Canada, the United States, and other relevant jurisdictions. Customer will not permit access to or use of the Services by a prohibited person or in a prohibited country or territory, or for a prohibited end use. Customer represents that it and its Authorized Users are not subject to sanctions or listed on an applicable restricted-party list and will not use the Services to transmit controlled technical data except as authorized by law.

12.8. Anti-Corruption.

Each Party will comply with applicable anti-bribery and anti-corruption laws and will not offer, authorize, solicit, or accept any unlawful bribe, kickback, payment, gift, or thing of value in connection with this MSA. Reasonable gifts and entertainment permitted by law and provided in the ordinary course of business are not prohibited. A Party that becomes aware of a credible violation relating to this MSA will promptly notify the other Party where legally permitted.

12.9. Publicity and Aggregated Information.

Neither Party may use the other Party's name, logo, or trademarks in public marketing without prior written consent, except for a use required by law. HiredIn may use aggregated or de-identified information about use of the Services for analytics, benchmarking, service improvement, and marketing, provided it does not identify Customer, an Authorized User, a candidate, or another individual as the source.

12.10. Amendments and Waiver.

HiredIn may update this MSA by giving at least thirty (30) days' notice of a material change. Unless required sooner by law or necessary to address an urgent security risk, a material change that adversely affects Customer will apply at the next renewal of the affected Order Form or when Customer otherwise accepts it. Changes to a signed Order Form must be in writing and accepted by authorized representatives of both Parties. A failure or delay in enforcing a right is not a waiver, and a waiver on one occasion is not a waiver on another.

12.11. Force Majeure.

Neither Party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, epidemic, labour disruption, war, terrorism, civil unrest, governmental action, utility or telecommunications failure, internet disruption, cyberattack not caused by a failure to maintain reasonable safeguards, or failure of a critical third-party provider despite reasonable continuity measures. This Section does not excuse Customer's obligation to pay amounts already due. The affected Party will use reasonable efforts to mitigate the impact and resume performance.

12.12. Electronic Acceptance and Counterparts.

This MSA may be accepted through an electronic process and incorporated into an electronically or manually signed Order Form. Electronic signatures and records have the same effect as originals. If this MSA or an Order Form is signed in counterparts, each counterpart is an original and together they form one instrument.

12.13. Interpretation and Third-Party Beneficiaries.

Headings are for convenience and do not affect interpretation. "Including" means "including without limitation." The singular includes the plural and vice versa where the context requires. References to written notice include email where permitted by Section 12.5. No person other than the Parties and their permitted successors and assigns has a right to enforce this MSA, except an indemnified person may enforce the indemnity provided for its benefit.