micro1 SaaS Master Terms of Service
THESE SAAS MASTER TERMS OF SERVICE (“TERMS”), TOGETHER WITH ANY EXHIBITS, ADDENDA, OR ORDER DOCUMENTATION (EACH, WHERE APPLICABLE, AND COLLECTIVELY, “AGREEMENT”), GOVERN YOUR ACCESS AND USE OF THE SERVICES (AS DEFINED BELOW). IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF THE TERMS AND ANY EXHIBITS, ADDENDA, OR ORDER DOCUMENTATION, THE LATER WILL CONTROL TO THE EXTENT OF SUCH CONFLICT.
BY PLACING AN ORDER REFERENCING THESE TERMS OR BY ACCESSING OR USING THE SERVICES (IF NOT SET FORTH ON THE INITIAL ORDER DOCUMENTATION, THE FIRST DATE ON WHICH ANY SUCH ACTION OCCURS, “EFFECTIVE DATE”), YOU (“YOU” “YOUR” OR “CUSTOMER”) AND MICRO1 INC. (“MICRO1”, “COMPANY”, “WE”, OR “US”) ARE ENTERING INTO A LEGALLY BINDING CONTRACT AS OF THE EFFECTIVE DATE AND YOU AGREE TO BE BOUND BY AND ABIDE BY THIS AGREEMENT.
IF YOU ARE ENTERING INTO THE AGREEMENT ON BEHALF OF A LEGAL ENTITY OR ON BEHALF OF A BENEFICIARY (AS APPLICABLE), YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND/OR ANY BENEFICIARY (AS APPLICABLE), IN WHICH CASE THE TERMS “YOU” AND “YOUR” AS USED HEREIN WILL REFER TO SUCH ENTITY AND BENEFICIARY (AS APPLICABLE). IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT USE OR AUTHORIZE ANY USE OF THE SERVICES.
MICRO1 MAY MODIFY THESE TERMS FROM TIME TO TIME. IF MICRO1 MAKES ANY MATERIAL CHANGES TO THESE TERMS, AS DETERMINED BY MICRO1 AT ITS SOLE DISCRETION, MICRO1 WILL PROVIDE YOU WITH PRIOR WRITTEN NOTICE (INCLUDING, WITHOUT LIMITATION, BY POSTING THE MODIFIED TERMS WITH A BANNER NOTIFICATION ON ITS WEBSITE OR IN THE SERVICES AND/OR BY SENDING AN EMAIL TO THE LAST EMAIL ADDRESS PROVIDED BY YOU). BY AGREEING TO THE MODIFIED TERMS OR CONTINUING USE OF THE SERVICES AFTER THE EFFECTIVE DATE OF THE MODIFIED TERMS, YOU AGREE TO THE MODIFIED TERMS.
1. The Services
1.1 Grant of Rights. Subject to the terms and conditions of the Agreement, during the Term (as defined below), Company will provide Customer with a revocable, non-exclusive, non-sublicensable, non-transferable right to access and use certain Company Materials (as defined below) and the Company web-based application (“Company Platform,” and collectively with the Company Materials, “Services”), as further detailed and subject to any limitation in the applicable order documentation. The “Company Materials” may include, without limitation, assessment prompts, assessment templates, instructional materials, service documentation and other similar materials provided or produced by Company hereunder.
1.2 Restrictions on Use. Except as expressly set forth in the Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (b) modify, translate, or create derivative works based on the Services; (c) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (d) access the Company Platform through unauthorized means, including but not limited to scraping, crawling or penetration testing; (e) use the Services for the benefit of a third party; (f) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (g) use the Services to build an application or product that is competitive with any Company product or service; (h) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; or (i) bypass any measures Company may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services).
1.3 Use Obligations. Customer acknowledges that Company is solely a technology platform provider and does not participate in the interview, evaluation, rating, selection, or hiring of candidates (“Talent Management Activities”) and accordingly, Customer is solely responsible and Company takes no responsibility for the following: (i) Customer’s compliance with all Applicable Laws in connection with Customer’s use of the Services and its Talent Management Activities; (ii) Customer’s obligation to keep Customer users informed that the Services are not intended to be the sole or exclusive basis for any candidate evaluation, rating, or selection decisions. “Applicable Law(s)” means all applicable and duly enacted federal, state and local laws, statutes, rules and regulations that are binding on and applicable to a Party in the conduct of its respective business, including applicable employment and data protection laws.
1.4 User Accounts. Customer is solely responsible for all of Customer’s activity in connection with the Services, including but not limited to uploading Customer Data (as defined below) onto the Company Platform. Each Customer employee or agent who accesses the Services must establish their own account for such access. Customer is responsible for provisioning and managing its user accounts, for its users’ actions through the Services and for their compliance with the Agreement. Customer will ensure that users keep their login credentials confidential and will promptly notify Company upon learning of any compromise of user accounts or credentials. Customer is responsible for compliance with this Agreement by its users and for any and all (i) acts or omissions of the users with respect to the Services; (ii) activities that occur under any of the users’ accounts; (iii) any actions, or unauthorized use, by user accounts or credentials. The actions of the users with respect to the Services shall be binding on Customer.
1.5 Beta Services. Company may provide Customer access to and use of certain features, products or services in a free or paid beta program (“Beta Services”). Such Beta Services are provided on an early access, beta basis, and may contain bugs and errors. Customer assumes all risks and costs associated with Customer’s use of the Beta Services, and Customer understands that Company may change or discontinue the Beta Services at any time in its sole discretion. Notwithstanding anything to the contrary in this Agreement, Company shall have no obligation to indemnify Customer for use of the Beta Services, and Company’s liability for any claims arising from Customer’s use of Beta Services shall not exceed $1000.
1.6 Professional Services. Company may perform deployment, implementation and other professional services (“Professional Services”) as further detailed in the applicable order documentation. Customer will give Company timely access to materials, resources, and personnel reasonably needed to perform the Professional Services. The Professional Services shall be deemed accepted upon delivery unless Customer provides written notice of material nonconformity within five (5) days of delivery, specifying the nature of the nonconformity in detail. Company shall have a reasonable period to correct any validly identified nonconformities. Any changes to the scope of the Professional Services shall require a written change order executed by both parties, which may result in additional fees and extended timelines.
2. Fees and Payment Terms
2.1 Fees. Customer shall pay Company the fees as set forth in the applicable order documentation (“Fees”). Fees will be due net 30 days after Customer’s receipt of the applicable invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. All Fees invoiced are non-cancelable, non-refundable (except as expressly set forth below) and are not subject to set-off.
2.2 Taxes. Fees and expenses are exclusive of taxes. Customer shall be responsible for all taxes associated with Services (excluding taxes based on Company’s net income).
3. Term and Termination
3.1 Term. The term of the Agreement (the “Term”) shall commence on the Effective Date and shall continue until terminated in accordance with this section.
3.2 Termination. Either party may terminate the Agreement (a) at any time, with written notice, after the expiration or termination of all orders (subject to Customer’s obligation to pay in full any amounts still due), or (b) for cause if the other party has breached any of its material obligations under this Agreement and has failed to cure such material breach within thirty (30) days after receiving written notice of such material breach from the other party. If Company terminates for Customer’s material breach, Customer shall remain responsible for the Fees, if any, due for the remainder of the Agreement. If Customer terminates for Company’s material breach, Customer shall receive a refund of Fees paid, prorated based on the effective date of termination.
3.3 Survival. Except as set forth herein, all obligations of each party hereunder, and all rights granted hereunder shall terminate upon the expiration or termination of the Agreement; provided that the following sections of the Terms will survive any such expiration or termination: Sections 3.1, 4-6, 7.2, 8-10.
4. Confidentiality
4.1 Confidential Information. During the Term, a party (“Recipient”) may be provided information of the other party (“Discloser”) that the Discloser designates as confidential or the Recipient knows or reasonably should know is considered by the Discloser to be confidential or proprietary in nature (“Confidential Information”). The Recipient agrees, during and after the Term, not to use any of the Discloser’s Confidential Information except for the purposes of this Agreement and not to disclose such information to any third party or to assert an ownership interest in such information. Further the Recipient agrees to take all reasonable precautions to prevent unauthorized or inadvertent disclosure of such, and to be responsible for any breach of these obligations by its officers, directors, contractors, or employees hereunder. Notwithstanding anything to the contrary, Confidential Information does not include information available to the public without restriction on its use, information rightfully provided to the Recipient by a third party under no duty to the Discloser to maintain it in confidence, information rightfully in the Recipient’s possession without restriction on use or disclosure prior to disclosure by the Discloser, or information independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information. Recipient may disclose any information that it is required to disclose in response to a court order, subpoena or other legally binding process; provided that, to the extent legally permissible, the Discloser is provided prior written notice of, and an opportunity to contest, such requirement. Neither party will disclose the terms and conditions of this Agreement to any third party, except to their bona fide prospective investors and/or acquirers.
4.2 Use of Customer Name. Notwithstanding anything to the contrary, Customer hereby grants Company the limited right to use Customer’s name and logo (a) as necessary to perform the Services, and (b) to list Customer as a customer of Company on its website, marketing materials and/or public presentations, and the right to use the Customer logo for these purposes; provided that (i) Customer is listed in substantially the same manner as other similarly situated customers of Company; and (ii) Company’s use of Customer’s name and logo is in compliance with Customer’s standard trademark usage guidelines as provided to Company from time-to-time.
5. Data Protection and Use
5.1 Use of Customer Data. “Customer Data” means any data, content or materials transmitted via the Company Platform by Customer to Company. Customer represents that it has obtained all rights, consents, and notices required to provide such Customer Data and allow Company to process it. Customer acknowledges and agrees that Company may access, use and modify Customer Data for the purposes of (a) providing the Services and any support or consultation services to Customer and (b) generating Aggregated and Anonymized Data. “Aggregated and Anonymized Data” means any data that has been aggregated or otherwise anonymized and which cannot be linked specifically to Customer or any individual Candidate or otherwise reidentified. For the avoidance of any doubt, the Company will not use Customer Data to train any third-party or Company-owned large language models.
5.2 Data Processing Addendum. To the extent that, in connection with the Services, Customer provides any Customer Data that contains “Personal Data” as defined in the Company Data Processing Addendum (“Company DPA”), the Company DPA available at https://micro1.ai/legal/dpa shall apply. The Company DPA is hereby incorporated into this Agreement by reference. Any terms not defined in this paragraph will have the meanings given to them in the Company DPA.
5.3 Data Security. Company will implement and maintain commercially reasonable and industry standard administrative, physical, organizational and technical safeguards designed to prevent unauthorized use, access, processing, destruction, loss, alteration or disclosure of any Customer Data. Such safeguards will include, at minimum, an industry standard information security program to safeguard such Customer Data as well as procedures to help ensure that only those with a “need to know” have access to such Customer Data. Company will take commercially reasonable measures to investigate, contain and mitigate any incident that has or potentially has compromised the security, confidentiality or integrity of any Customer Data. Company will also implement the security measures outlined in the Company DPA with respect to any Personal Data within Customer Data.
5.4 Data Retention and Deletion. Unless otherwise agreed herein, Company may delete all Customer Data after 30 days following the expiration or termination of the Agreement, subject to an exception in accordance with its standard backup or record retention policies or as required by law, subject to Section 4.1 (Confidentiality) and any DPA.
6. Intellectual Property
6.1 Licenses. Company acknowledges that Customer owns all right, title, and interest in Customer’s Confidential Information and Customer Data. Company owns and retains all right, title, and interest in and to the Company Platform, the Company Materials, Company’s Confidential Information, and all software, products, works, and other intellectual property and moral rights related thereto or created or provided by Company in connection with this Agreement, including any copies and derivative works of the foregoing. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement.
6.2 Feedback. If Customer gives Company feedback regarding improvement or operation of the Services, Company may use the feedback without restriction or obligation. Customer’s provision of feedback does not give Customer any intellectual property or any other right, title, or interest in or to any aspects of the Services. All feedback is provided “AS IS” and Company will not publicly identify Customer as the source of feedback without Customer’s permission.
6.3 Infringement. In the event Customer’s use of Services is restricted, temporarily or permanently, by court order, due to a third party claim alleging that such use infringes, violates or misappropriates such third party’s IP Rights (an “Infringement Claim”), then Company will, at its sole option and expense: (i) obtain for Customer the right to continue receiving the impacted Services, or (ii) replace or modify the impacted Services so they are non-infringing without materially decreasing functionality or performance, or (iii) in the event the first two options are not commercially reasonable, terminate the Services that are impacted by such Infringement Claim and refund to Customer any pre-paid but unused Fees associated with the terminated Service portion(s). In addition, Company shall be obligated to indemnify for Infringement Claims in accordance with the Section (Indemnification) below. THE RIGHTS AND REMEDIES IN THIS SECTION, TOGETHER WITH THE COMPANY’S INDEMNIFICATION OBLIGATION BELOW STATE HIREVUE’S SOLE AND EXCLUSIVE LIABILITY AND OBLIGATION AND CUSTOMER’S SOLE AND EXCLUSIVE RIGHT AND REMEDY WITH RESPECT TO INFRINGEMENT CLAIMS. Notwithstanding the foregoing, the Company will have no liability or obligation with respect to any Infringement Claim that arises from Customer’s access or use that is unauthorized, in violation or breach of the Agreement or in combination with third-party software or systems (where the Infringement Claim would not be valid but for such combination).
7. Warranties and Disclaimers
7.1 Company Representations. Company represents that the Services will substantially perform the core functionality described in the applicable order documentation. To the extent the Service relies on third-party AI models, cloud services, or infrastructure, Company disclaims liability for availability, performance, or behavior of such third-party components. Company does not warrant that any AI-generated assessments, interview outputs, recommendations, or scoring will be accurate, complete, or error-free. Customer acknowledges that outputs are probabilistic and may require human review. Company represents that, to its knowledge, the Services are designed to be capable of being used in a manner that complies with applicable laws. Company does not represent or warrant that Customer’s specific use will comply with any law, regulation, or industry standard. Customer is solely responsible for determining whether and how to use the Services in compliance with all applicable laws.
7.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES, ALL OF WHICH ARE PROVIDED “AS IS”. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY DOES NOT WARRANT THAT ANY OF THE ABOVE OR THE RESULTS OF THE SERVICES ARE ACCURATE OR WILL MEET CUSTOMER’S REQUIREMENTS OR WILL COMPLY WITH CUSTOMER’S POLICIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, INTERFERENCE WITH QUIET ENJOYMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE
8. Limitation of Liability
8.1 No Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSSES RELATING TO ANY OF THE SERVICES, WHETHER SUCH LIABILITY IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR EITHER PARTY HAD BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
8.2 Limitation of Damages. IN NO EVENT SHALL THE LIABILITY OF EITHER PARTY FOR ALL CLAIMS OF ANY KIND ARISING FROM THIS AGREEMENT EXCEED, IN THE AGGREGATE, THE GREATER OF (I) TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY PURSUANT TO THE ORDER DOCUMENTATION UNDER WHICH A CLAIM AROSE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM OR (II) $1,000. MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMITATION. THE LIMITATION OF DAMAGES CONTAINED HEREIN REFLECT THE ALLOCATION OF RISK AMONG THE PARTIES AND SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
8.3 Exceptions. The limitations contained in Sections 8.1 and 8.2 shall not apply to limit a party’s liability for claims resulting from such party’s breach of Section 4.1 (Confidentiality) (not resulting from a data breach) or liability that cannot be limited by Law.
9. Indemnification
9.1 Company’s Indemnification Obligation. Company agrees to indemnify, defend and hold Customer, and its officers, directors, employees, agents, successors and permitted assigns (“Customer Indemnitees”) harmless from and against any third-party claims, suits, actions, proceedings, demands, or judgments, and any resulting losses, payments, liabilities, fines, settlements, penalties, damages, costs, and expenses actually incurred (including reasonable legal fees) (collectively, “Third Party Claims”) to the extent arising from: (i) an Infringement Claim; (ii) Company’s fraud or willful misconduct; or (iii) Company’s violation of Applicable Law.
9.2 Customer’s Indemnification Obligation. Customer agrees to indemnify, defend and hold Company and its officers, directors, employees, agents, successors and permitted assigns (“Company Indemnitees”) harmless from and against any Third Party Claims to the extent arising from: (i) Customer’s Talent Management Activities; (ii) Customer's use of the Services; (iii) Customer Data; (iii) Customer’s fraud or willful misconduct; or (iv) Customer’s violation of Applicable Law.
9.3 Procedures. Each party’s indemnification obligations hereunder shall be conditioned upon the indemnitee providing the indemnitor with: (a) prompt written notice of all indemnifiable claims (provided that a failure to provide such notice shall only relieve the indemnitor of its indemnity obligations if the indemnitor is materially prejudiced by such failure); (b) sole control over the defense and settlement of all indemnifiable claims (provided that the indemnitee may participate in such defense and settlement at its own expense); and (c) reasonable information and assistance in connection with such defense and settlement (at the indemnitor’s expense). The indemnifying party shall not, without the indemnified party’s prior written consent, enter into any settlement agreement which (a) admits guilt, fraud, liability or wrongdoing of the indemnified party, (b) requires the indemnified party to commit to action or to refrain from action, or (c) provides for any damages other than money damages for which the indemnified party is indemnified.
10. Miscellaneous
The Agreement shall be construed and interpreted in accordance with the internal laws of the State of California without regard to its conflict of laws principles. The Parties submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California, for resolution of any lawsuit or court proceeding permitted under this Agreement. The Agreement represents the entire agreement between Customer and Company with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, communications, and proposals (whether oral, written or electronic) between Customer and Company with respect thereto. All notices under the Agreement shall be sent via electronic mail to the contact for each party set forth on the most recent order documentation, and shall be deemed to have been duly given when receipt is electronically confirmed. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, the Agreement may be amended only by a writing executed by both parties. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; and civil or public disturbances. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (a) each party may assign the Agreement without such consent to a successor-in-interest in connection with a sale of all or substantially all of such party’s business or assets relating to the Agreement, and (b) Company may utilize subcontractors in the performance of its obligations hereunder. Company will be directly responsible for performance of its obligations hereunder by its subcontractors. No agency, partnership, joint venture, or employment relationship is created as a result of the Agreement and neither party has any authority of any kind to bind the other in any respect. Each party acknowledges and agrees that due to the unique nature of the other party’s Confidential Information, there can be no adequate remedy at law for any breach of such party’s confidentiality obligations, which breach may result in irreparable harm to such other party, and therefore, that upon any such breach or any threat thereof, such other party shall be entitled to appropriate equitable relief, without the requirement of posting a bond, in addition to whatever remedies it might have at law. If any provision of the Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of the Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.
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