Terms of Service

Introduction

These Terms of Service (as modified from time to time, these "Terms") were last updated on [Date to be determined]. The Automatic Office Corp, doing business as MeritoHire ("MeritoHire," "we," "us," or "our"), reserves the right to periodically modify these Terms, and such modifications will automatically become effective with respect to any new Order Form or subscription.

These Terms are incorporated into each applicable Order Form, Statement of Work, or subscription agreement, and together with such documents, constitutes a single agreement (the "Agreement") between Client and MeritoHire (each a "Party" and together the "Parties").

1. Definitions

2. Scope of Services

A. Provision of Platform

MeritoHire will make the Platform available to Client for Client's internal business purposes related to recruiting and hiring, subject to the terms and conditions of the Agreement. The Platform includes:

• AI-Powered Question Generation: Automated generation of interview questions based on job descriptions and candidate resumes
• Video Interview Management: Asynchronous video interview recording, storage, and playback capabilities
• AI Analysis and Scoring: Automated transcription, content analysis, sentiment analysis, and candidate scoring
• ATS Integration: Integration with Client's Applicant Tracking System for seamless data exchange
• Recruiter Dashboard: User interface for managing interviews, reviewing candidates, and making hiring decisions
• Analytics and Reporting: Usage analytics, candidate metrics, and hiring funnel reporting

B. Platform Requirements and Updates

MeritoHire may make commercially reasonable changes to the Platform without prior notification or consent, provided the changes do not materially decrease the features or functionality of the Platform during the term of Client's subscription. Such changes may include:

• Security updates and patches
• Performance improvements and optimizations
• Bug fixes and error corrections
• New features and enhancements
• Updates to AI models and algorithms
• User interface improvements

MeritoHire will comply with Applicable Law in providing the Platform and will make reasonable efforts to provide advance notice of material changes that may impact Client's use of the Platform.

C. Data Security

MeritoHire has implemented and will maintain a commercially reasonable, risk-based, written information security program that includes administrative, technical, and physical safeguards designed to protect the Platform and Client Data against accidental, unauthorized, or unlawful access, disclosure, destruction, loss, or misappropriation, consistent with industry standards including:

• Encryption: TLS/SSL for data in transit and AES-256 for data at rest
• Access Controls: Role-based access controls, multi-factor authentication, and least-privilege principles
• Security Monitoring: Continuous monitoring, intrusion detection, and incident response procedures
• Compliance: SOC 2 Type II, GDPR, and other applicable security standards
• Regular Testing: Vulnerability assessments, penetration testing, and security audits

Upon receipt of Client's written request (not more than once annually), MeritoHire shall make available to Client MeritoHire's then-current SOC 2 Type II audit compliance reports for the Platform to enable Client to verify MeritoHire's compliance with its obligations under the Agreement. Such reports constitute MeritoHire's Confidential Information and are subject to the confidentiality and non-use terms in this Agreement or a separate confidentiality agreement.

D. Service Levels and Availability

MeritoHire will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except for:

• Planned maintenance windows (with advance notice where reasonably practicable)
• Emergency maintenance required to address security vulnerabilities or critical issues
• Events beyond MeritoHire's reasonable control (force majeure events)

MeritoHire targets 99.9% uptime on a monthly basis, calculated exclusive of planned maintenance windows. Specific service level commitments, if any, will be set forth in the applicable Order Form.

3. Professional Services

A. General

All Professional Services to be performed by MeritoHire will be described in an Order Form or Statement of Work, which will specify the scope, deliverables, timeline, and fees for such services.

B. MeritoHire's Obligations

MeritoHire will perform Professional Services in a professional and workmanlike manner in accordance with customary industry standards using commercially reasonable care and skill. MeritoHire will determine the method and means for performing the Professional Services, subject to Client's reasonable cooperation and approval rights as specified in the applicable Statement of Work.

C. Deliverables

Any deliverables created by MeritoHire in the course of performing Professional Services (such as integration specifications, configuration documentation, or training materials) will be made available to Client in accordance with the applicable Statement of Work. Unless otherwise specified in an Order Form, MeritoHire retains all ownership rights in any pre-existing materials, templates, tools, or methodologies used in the performance of Professional Services.

D. Client Cooperation

Client acknowledges that MeritoHire's performance of Professional Services is dependent upon Client's timely provision of cooperation, information, approvals, and access to personnel and systems as reasonably requested by MeritoHire. Any delays caused by Client's failure to provide such cooperation may result in adjustments to project timelines and fees.

4. Client Responsibilities

A. Authorized Use

Client will use the Platform solely for its internal business purposes in accordance with the Agreement and Applicable Law. Client will not, and will ensure that its Users do not:

• Use the Platform to violate any applicable laws or regulations
• Attempt to reverse engineer, decompile, or disassemble the Platform
• Remove or obscure any proprietary notices on the Platform
• Use the Platform to transmit any viruses, malware, or other malicious code
• Access or use the Platform in any manner that could damage, disable, overburden, or impair MeritoHire's servers or networks
• Attempt to gain unauthorized access to any portion of the Platform or related systems
• Use the Platform to provide services to third parties or for any service bureau purposes
• Sublicense, rent, lease, or lend the Platform to any third party

B. User Accounts and Security

Client is responsible for:

• Maintaining the confidentiality of all User account credentials
• All activities that occur under Client's User accounts
• Promptly notifying MeritoHire of any unauthorized use or security breach
• Ensuring that Users comply with these Terms and any usage guidelines provided by MeritoHire
• Implementing appropriate security measures for devices and networks used to access the Platform

C. Client Data

Client is solely responsible for the accuracy, quality, integrity, legality, and appropriateness of all Client Data. Client represents and warrants that:

• It has obtained all necessary rights, consents, and authorizations to provide Client Data to MeritoHire and to permit MeritoHire to process such data as contemplated by the Agreement
• Client Data does not violate any third-party rights or Applicable Law
• It will comply with all applicable data protection laws in connection with its collection and provision of Client Data
• It has provided appropriate privacy notices to candidates and obtained necessary consents for video recording and AI analysis

D. Compliance with Laws

Client will comply with all Applicable Laws in its use of the Platform, including without limitation:

• Employment and labor laws
• Anti-discrimination laws and equal employment opportunity regulations
• Data protection and privacy laws (GDPR, CCPA, etc.)
• AI and automated decision-making regulations
• Export control and sanctions laws

5. Fees and Payment

A. Subscription Fees

Client will pay MeritoHire the subscription fees specified in the applicable Order Form. Unless otherwise specified, subscription fees are:

• Based on the subscription tier, number of active requisitions, or usage metrics specified in the Order Form
• Payable in advance on an annual or monthly basis as specified
• Non-refundable except as expressly provided in the Agreement
• Subject to adjustment upon renewal as provided in Section 11

B. Professional Services Fees

Fees for Professional Services will be as specified in the applicable Order Form or Statement of Work. Unless otherwise specified, Professional Services fees are payable upon completion of the applicable services or according to the payment schedule set forth in the Order Form.

C. Payment Terms

All fees are due and payable within thirty (30) days of the invoice date unless otherwise specified in the Order Form. Client will pay all fees in U.S. dollars via wire transfer, ACH, or such other payment method as may be agreed upon by the Parties. Late payments will accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

D. Taxes

All fees are exclusive of all applicable sales, use, value-added, withholding, and other taxes and duties, all of which Client is responsible for paying except for taxes based on MeritoHire's net income. If Client is required by law to withhold any taxes from payments to MeritoHire, Client will increase the payment amount so that MeritoHire receives the full invoiced amount.

E. Suspension for Non-Payment

If Client fails to pay any undisputed fees when due, MeritoHire may, upon ten (10) days' written notice, suspend Client's access to the Platform until such amounts are paid in full. Suspension for non-payment does not relieve Client of its obligation to pay fees due.

6. Intellectual Property Rights

A. MeritoHire Ownership

MeritoHire and its licensors retain all right, title, and interest in and to the Platform, Documentation, and any modifications, improvements, or derivative works thereof, including all Intellectual Property Rights therein. Client's use of the Platform does not transfer any ownership rights to Client.

B. Client Data Ownership

As between the Parties, Client retains all right, title, and interest in and to Client Data. Client grants MeritoHire a limited, non-exclusive, worldwide license to use, process, store, and transmit Client Data solely to the extent necessary to provide the Platform and Professional Services to Client in accordance with the Agreement.

C. Aggregated Data

Notwithstanding Section 6.2, MeritoHire may collect and analyze aggregated, de-identified, and anonymized data derived from Client's use of the Platform for purposes of improving the Platform, developing new features, conducting research, and generating industry benchmarks, provided that such data does not identify Client or any individual candidates.

D. Feedback

If Client provides MeritoHire with any suggestions, enhancement requests, recommendations, or other feedback regarding the Platform ("Feedback"), MeritoHire may use such Feedback without restriction or obligation to Client. Client hereby assigns to MeritoHire all right, title, and interest in such Feedback.

E. Trademark License

Subject to the terms of the Agreement, each Party grants the other Party a limited, non-exclusive, non-transferable license to use the other Party's name and logo solely for purposes of identifying the other Party as a customer or service provider, as applicable. Neither Party may use the other Party's trademarks in any manner that disparages or misrepresents the relationship between the Parties.

7. Data Protection and Privacy

A. Data Processing Addendum

The Parties' data protection obligations are set forth in the Data Processing Addendum (DPA) available at https://meritohire.com/dpa, which is incorporated into this Agreement by reference. The DPA includes:

• Details regarding the types of Personal Data processed
• Data processing instructions and restrictions
• Security measures and incident notification procedures
• Sub-processor lists and approval mechanisms
• Data subject rights assistance procedures
• International data transfer mechanisms (Standard Contractual Clauses, etc.)

B. Processing Roles

The Parties acknowledge and agree that:

• Client is the data controller (or "business" under CCPA) with respect to Personal Data contained in Client Data
• MeritoHire is the data processor (or "service provider" under CCPA) acting on behalf of Client
• MeritoHire will process Personal Data only in accordance with Client's documented instructions and as necessary to provide the Platform and Professional Services

C. Privacy Policy

MeritoHire's collection and use of data is governed by its Privacy Policy available at https://meritohire.com/privacy-policy.html. Client is responsible for providing appropriate privacy notices to candidates and obtaining necessary consents for the collection and processing of candidate Personal Data through the Platform.

D. Data Security Incident Notification

MeritoHire will notify Client without undue delay upon becoming aware of any unauthorized access, use, or disclosure of Client Data that compromises the security, confidentiality, or integrity of such data ("Security Incident"). MeritoHire will reasonably cooperate with Client in investigating and remediating any Security Incident.

E. Data Retention and Deletion

MeritoHire will retain Client Data in accordance with the retention settings configured by Client (with a default retention period of six (6) months for video interview data). Upon termination of the Agreement or upon Client's written request, MeritoHire will delete or return Client Data in accordance with the procedures set forth in the DPA, subject to any legal retention requirements.

8. Confidentiality

A. Definition of Confidential Information

"Confidential Information" means any information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. MeritoHire's Confidential Information includes the Platform, Documentation, pricing, and technical specifications. Client's Confidential Information includes Client Data.

B. Obligations

The Receiving Party will:

• Use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care
• Not disclose Confidential Information to any third party except as permitted by this Agreement
• Limit access to Confidential Information to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement
• Promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information

C. Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of this Agreement
• Was rightfully known to the Receiving Party without restriction before receipt from the Disclosing Party
• Is rightfully disclosed to the Receiving Party by a third party without restriction
• Is independently developed by the Receiving Party without use of or reference to the Confidential Information

D. Required Disclosure

The Receiving Party may disclose Confidential Information to the extent required by Applicable Law or court order, provided that the Receiving Party provides the Disclosing Party with prompt written notice (unless prohibited by law) and reasonable cooperation to enable the Disclosing Party to seek a protective order or other appropriate remedy.

9. Warranties and Disclaimers

A. Mutual Warranties

Each Party represents and warrants that:

• It has the full power and authority to enter into the Agreement
• Its execution and performance of the Agreement does not violate any other agreement to which it is a party
• It will comply with all Applicable Laws in performing its obligations under the Agreement

B. MeritoHire Warranties

MeritoHire warrants that:

• The Platform will perform materially in accordance with the Documentation during the subscription term
• Professional Services will be performed in a professional and workmanlike manner in accordance with industry standards
• MeritoHire will use commercially reasonable efforts to ensure that the Platform is free from viruses and other malicious code

C. Client's Remedy

Client's sole remedy and MeritoHire's entire liability for breach of the warranties in Section 9.2 is for MeritoHire to re-perform the non-conforming Platform or Professional Services. If MeritoHire is unable to do so after reasonable efforts, Client may terminate the affected Order Form and receive a pro-rata refund of prepaid fees for the terminated portion of the subscription term.

D. DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 9, THE PLATFORM AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. MERITOHIRE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

MERITOHIRE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL ERRORS WILL BE CORRECTED. MERITOHIRE MAKES NO WARRANTY REGARDING THE RESULTS OF USE OF THE PLATFORM OR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE PLATFORM.

10. Limitation of Liability

A. Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

B. Cap on Liability

EXCEPT FOR LIABILITIES THAT CANNOT BE LIMITED BY APPLICABLE LAW (INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD, OR GROSS NEGLIGENCE), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO MERITOHIRE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

C. Exceptions

The limitations in this Section 10 do not apply to:

• Client's payment obligations
• Either Party's indemnification obligations under Section 10.4
• Either Party's breach of confidentiality obligations under Section 8
• Either Party's gross negligence or willful misconduct
• Client's violation of MeritoHire's Intellectual Property Rights

D. Indemnification

Client Indemnification: Client will defend, indemnify, and hold harmless MeritoHire from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) Client Data or Client's use of the Platform in violation of the Agreement or Applicable Law; (ii) any claim that Client Data infringes or misappropriates any third-party Intellectual Property Rights; or (iii) Client's hiring decisions or employment practices.

MeritoHire Indemnification: MeritoHire will defend, indemnify, and hold harmless Client from and against any claims by a third party that the Platform, when used in accordance with the Agreement, infringes or misappropriates such third party's Intellectual Property Rights. MeritoHire's obligations under this section do not apply to the extent a claim arises from: (i) Client's modification of the Platform; (ii) Client's combination of the Platform with other products or services; or (iii) Client's use of the Platform in violation of the Agreement.

11. Term and Termination

A. Term

The initial term of this Agreement will commence on the date of the first Order Form and continue for the subscription period specified in such Order Form (the "Initial Term"). Unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the Initial Term or any renewal term, the Agreement will automatically renew for successive renewal periods of equal length (each a "Renewal Term").

B. Fee Adjustments on Renewal

MeritoHire may increase subscription fees upon renewal by providing Client with at least sixty (60) days' written notice prior to the renewal date. If Client does not agree to the increased fees, Client may terminate the Agreement by providing written notice to MeritoHire before the renewal date.

C. Termination for Convenience

Either Party may terminate an Order Form for convenience upon thirty (30) days' written notice to the other Party, provided that Client will remain obligated to pay all fees for the remainder of the then-current subscription term.

D. Termination for Cause

Either Party may terminate the Agreement immediately upon written notice if the other Party:

• Materially breaches the Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof
• Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors

E. Effects of Termination

Upon termination or expiration of the Agreement:

• All licenses granted to Client under the Agreement will immediately terminate
• Client will immediately cease all use of the Platform and delete all copies of MeritoHire's Confidential Information in its possession or control
• MeritoHire will make Client Data available for download for a period of thirty (30) days after termination, after which MeritoHire may delete such data
• Client will pay all outstanding fees and charges incurred prior to the effective date of termination

F. Survival

The following sections will survive termination or expiration of the Agreement: Sections 4.3 (Client Data), 5 (Fees and Payment), 6 (Intellectual Property Rights), 7 (Data Protection and Privacy), 8 (Confidentiality), 9.4 (Disclaimer), 10 (Limitation of Liability), 11.5 (Effects of Termination), and 12 (General Provisions).

12. General Provisions

A. Relationship of Parties

The Parties are independent contractors. The Agreement is not intended to, and does not create, a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

B. Notices

Except as otherwise set forth herein, all notices must be in writing and in English and may be sent by email to:

• If to MeritoHire: contact@meritohire.com
• If to Client: the primary billing email address on the Order Form or the Cloud Software administrator account email address

Notices of breach or demands for indemnification must be sent by certified mail or internationally recognized courier to the address indicated in the relevant Order Form.

C. Force Majeure

Neither Party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, pandemic, government restrictions, power failures, or internet service interruptions. For avoidance of doubt, under no circumstance will an event of force majeure excuse Client's payment obligations.

D. Assignment

Neither Party may assign any of its rights or obligations hereunder without the prior written consent of the other Party, except that MeritoHire may assign the Agreement in its entirety without consent to its Affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section will be void.

E. Governing Law and Jurisdiction

The Agreement will be governed exclusively by the internal laws of the State of Florida, United States, without regard to its conflict of laws rules. Each Party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods and Uniform Computer Information Transaction Act are expressly excluded from the Agreement.

Any legal action or proceeding arising out of or related to the Agreement will be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each Party irrevocably consents to the jurisdiction of such courts.

F. Export Compliance

Each Party will comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Platform. Client will not access or use the Platform in any U.S.-embargoed countries or regions or provide access to the Platform to any person or entity on any U.S. government list of prohibited or restricted parties.

G. Entire Agreement

The Agreement, including any Order Forms, Statements of Work, the DPA, and other exhibits or addenda, sets forth the entire understanding and agreement between the Parties with respect to the subject matter of the Agreement and supersedes all earlier agreements, understandings, proposals, discussions, negotiations, representations, and warranties, both written and oral, regarding the subject matter.

The Agreement may only be amended by a written amendment signed by both Parties that expressly references the Agreement. No additional terms presented by either Party in any purchase order or other similar terms and conditions shall modify or amend either Party's rights or obligations with respect to the Platform or Professional Services.

H. Waiver

No waiver of any right under the Agreement will be deemed effective unless contained in a writing signed by a duly authorized representative of the Party to be bound, and no waiver of any past or present right arising from any breach or failure to perform will be deemed a waiver of any future right arising under the Agreement.

I. Severability

If any provision in the Agreement is held invalid or unenforceable, that provision will be construed, limited, or modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, and the other provisions of the Agreement will remain in full force and effect.

J. Counterparts and Electronic Signatures

The Agreement may be executed in counterparts, which taken together will form one binding legal instrument. The Parties consent to the use of electronic signatures in connection with the execution of the Agreement, and further agree that electronic signatures will be legally binding with the same force and effect as manually executed signatures.

K. Interpretation

In the event of a dispute between the Parties, the Agreement will not be construed for or against either Party but will be interpreted in a manner consistent with the intent of the Parties as evidenced by the terms of the Agreement. The word "including" or any variation thereof means "including, without limitation." References to a specific website or URL include any successor or replacement websites or URLs.

L. Third-Party Services

MeritoHire may make access to third-party services available to Client via the Platform, such as ATS integrations or third-party analytics tools ("Third-Party Services"), subject to online click-through terms and conditions applicable to such Third-Party Services. Client will have no obligation to use such Third-Party Services or accept such terms and conditions. However, where Client accepts such terms and conditions, those terms and conditions will govern Client's access to and use of the Third-Party Services.