User Terms and Conditions

1.

THE SERVICE.

1.1.

Access Right. During the term for which you have purchased the subscription (the “Subscription Term”) and subject to these Terms, Brighthire hereby grants you a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the services purchased through a Subscription Form(the “Subscription Service”) solely for your internal use, up to the number of your concurrent employees or contractors identified on the Subscription Form who you permit to access and use the Subscription Service subject to this Agreement (“Authorized Users”).

1.2.

Restrictions. You will not, and you will not permit Authorized Users or any third party to, directly or indirectly: (a) use or access the Subscription Service except as permitted hereunder; (b) use the Subscription Service as a service bureau, for timesharing or otherwise for the benefit of a third party; (c) copy, rent, lease, loan, assign, pledge, or otherwise in any manner provide or distribute the Subscription Service or impose a security interest or encumbrance thereon; (d) misappropriate any data or information from the Subscription Service; (e) hack, manipulate, interfere with or disrupt the integrity or performance of the Subscription Service or its related systems, hardware or networks or any content or technology incorporated in any of the foregoing disrupt the functioning of the Subscription Service; (f) act in a manner that interferes with Brighthire’s operation of the Subscription Service or with the use of the Subscription Service by others; (g) gain any unauthorized access to the Subscription Service; (h) modify, decompile, reverse engineer, disassemble, remove, alter, circumvent, or otherwise tamper with the Subscription Service, or Documentation or create any derivative works thereof; (i) modify, obscure or remove any copyright, trademark or other proprietary rights notice on any software or other materials contained within the Subscription Service or Documentation; (j) access or use the Subscription Service to submit or transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature or to send any commercial solicitation or spam (whether commercial in nature or not), (k) use the Subscription Service to store, transmit or create libelous, obscene, deceptive, defamatory, pornographic, racist, sexual, hateful, unlawful, tortious or otherwise objectionable content; (l) access the Service in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Service, or to copy any ideas, features, functions or graphics of the Service; (m) use the Service to harm, harass, threaten, or impersonate any person or violate the rights of any third party; (n) use any robot, bot, spider, crawler, scraper, or other automated means or interface not provided by us to access the Service or to extract data; (o) use the Service to substantially replace human decision-making, and/or automatically, and without human review, rank, score, elicit recommendations or execute hiring decisions; or (p) attempt to represent in any manner that you have a relationship of any kind with us or that we have endorsed you or any products or services without our express written consent.

1.3.

Third Party Software. When using the Subscription Service in conjunction with other third-party software or services (including those integrated into the Subscription Service), you will comply with the terms of service of such third party services.

1.4.

Reservation of Rights. Brighthire reserves all rights not expressly granted to you herein. Except for the limited rights and licenses expressly granted herein, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Subscription Service.

1.5.

Availability. Brighthire uses commercially reasonable efforts to maintain the highest service availability. However, Brighthire cannot guarantee that the Subscription Service will operate in an uninterrupted or error-free manner. Brighthire performs service maintenance and uses commercially reasonable efforts to schedule system downtime during off-peak hours and to avoid service interruptions and delays. Brighthire will use commercially reasonable efforts to notify you in advance of any scheduled downtime.  Brighthire will provide chat and email support during normal business hours (9 AM – 6 PM EST) relating to the use of the Subscription Service and respond within 1 business day to customer inquiries submitted during those hours.

1.6.

Modification of Subscription Services; Suspension. Brighthire may modify the Subscription Service from time to time and will provide to you, at no additional cost, access to any new features developed during the Subscription Term that are made generally available to all Brighthire customers. Brighthire may suspend your access to the Subscription Service if: (a) Brighthire needs to carry out emergency maintenance on the Subscription Service or your use of the Subscription Service presents an immediate and genuine threat to the security of the Subscription Service or the performance of the Subscription Service for other Brighthire customers; and/or (b) an Authorized User is using the Subscription Service in violation of Section 1.2 or 2.1, a “Service Suspension“). Brighthire shall use commercially reasonable efforts to provide advance written notice of any Subscription Service Suspension to you and to provide updates regarding resumption of access to the Subscription Service following any Service Suspension. Brighthire shall use commercially reasonable efforts to resume providing access to the Subscription Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. 

1.7.

Your Responsibilities. You are responsible and liable for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You are responsible for obtaining consents and providing notices in connection with your use of the Subscription Service, including for any recording, monitoring, or communications using or through the Subscription Service.

2.

FEES; PAYMENT.

2.1.

Fees. In consideration of your access to the Subscription Services, you agree to timely pay the Subscription Fees identified on the Subscription Form. Brighthire may change the fees for any feature of the Subscription Service, including additional fees or charges, if Brighthire gives you notice of changes at least thirty (30) days prior to your next billing period. You authorize Brighthire and its third party payment processors to charge all sums identified in the Subscription Form (or through auto-renewal) , including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, Brighthire or its third party payment processors may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. Brighthire may suspend or terminate access to the Subscription Service, including fee-based portions of the Subscription Service, for any account for which any sums are due but unpaid.

2.2.

Taxes. You are responsible for paying all taxes, excluding only taxes based on Brighthire’s net income.

3.

SUBSCRIPTION TERM AND TERMINATION.

3.1.

Subscription Billing. Your account will be charged automatically on the anniversary of the date you purchased the subscription to the Subscription Service (“Subscription Billing Date”) all applicable fees and taxes for the next subscription period (“Subscription Fees”), which may be one month or one year depending on the selection you make on the Subscription Form, (such period, the “Initial Subscription Term”). Unless cancelled earlier in accordance with Section 3.3 below, the term of each Subscription Service will automatically renew for a period equal to the Initial Subscription Term (each a “Renewal Term”). YOU AUTHORIZE BRIGHTHIRE OR ITS THIRD PARTY PAYMENT PROCESSOR TO CHARGE THE PAYMENT METHOD SUPPLIED BY YOU ON A RECURRING BASIS (EITHER MONTHLY OR ANNUALLY, AS SELECTED BY YOU) FOR (A) THE APPLICABLE SUBSCRIPTION FEES, AND (B) ALL APPLICABLLE TAXES.

3.2.

Users. If you add additional users to your Brighthire account throughout the Subscription Term you will be charged a pro-rata fee for the time remaining to the Subscription Term. Any reduction of users must be made at least thirty (30) days prior to the renewal and any reduction in Subscription Fees will be applied to the next Renewal Term. You may make changes to your Subscription here.

3.3.

Cancellation. You must cancel your Subscription Service at least thirty (30) days prior to the next Subscription Billing Date in order to avoid automatic renewal. Brighthire or its third party payment processor will bill the applicable Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You may cancel your Subscription here. YOU ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES PRIOR TO CANCELLATION.

3.4.

Suspension and/or Termination for Non-Payment: Brighthire may suspend or terminate access to the Subscription Service in the event of unpaid Subscription Fees or if your payment method is not otherwise valid. In addition to the amount due for the Subscription Service, a delinquent account may be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees.

3.5.

Termination. In addition to any other remedies it may have, either party shall have the right to terminate these Terms or any Order Form immediately upon written notice to the other party if the other party breaches any material term of these Terms or any Order Form and such default has not been cured within 30 days after written notice of such default to the other party

3.6.

Effect of Termination. Sections 1.2, 1.4, 1.7, 2, 3.5, 4, 6, 7, 8, 9, 10 shall survive termination of these Terms.

4.

CONFIDENTIALITY.

4.1.

Confidential Information; Nonuse and Nondisclosure. Each party, as a receiving party, agrees to retain in confidence any and all information disclosed to it pursuant to this Agreement which is either designated in writing as proprietary and/or confidential within 30 days of disclosure or should reasonably be understood to be confidential by the receiving party (the “Confidential Information”). Notwithstanding the foregoing, the Subscription Service and the Documentation shall be Brighthire’s Confidential Information. Each party agrees to: (a) preserve and protect the confidentiality of the other party’s Confidential Information; (b) refrain from using the other party’s Confidential Information except as necessary to exercise its rights or perform its obligations hereunder; and (c) not disclose such Confidential Information to any third party except to (i) such employees and agents of the receiving Party as may have a need to know such information in the course of their duties; and (ii) legal or financial advisors or potential acquirers or financing sources of the receiving party on a need to know basis; provided, that, in each case, such recipients are bound by professional ethical duties or obligations at least as restrictive as those set forth herein. Confidential Information of the disclosing party may also be disclosed by the receiving party if required by Applicable Law (provided that the receiving party delivers reasonable notice to the disclosing party and uses commercially reasonable efforts to cooperate with disclosing party’s attempt to obtain a protective order).

4.2.

Exceptions. Notwithstanding Section 4.1, Confidential Information shall not include information which is: (i) already publicly known without breach of this Agreement; (ii) discovered, created or independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party; or (iii) otherwise known to the receiving party through no wrongful conduct of the receiving party. Upon expiration or termination of this Agreement, the receiving party shall return to the disclosing party or, upon the disclosing party’s request, destroy all Confidential Information and materials containing any Confidential Information of the disclosing party.

5.

PRIVACY AND SECURITY. Brighthire will implement and maintain reasonable administrative, physical and technical safeguards which attempt to prevent any collection, use or disclosure of, or access to Content that this Agreement does not expressly authorize. You understand that by using the Subscription Service, you agree to Brighthire’s collection, use and disclosure of Content as set forth in the Privacy Policy, as it may be updated by Brighthire from time to time and available at https://brighthire.ai/privacy-policy/ which is hereby incorporated into this Agreement. Further, to the extent that, in the course of providing the Subscription Service, Brighthire processes data that is subject to applicable data privacy laws and regulations of the European Union (including Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data), Switzerland, the United Kingdom, and U.S. state and federal privacy laws (including the California Consumer Privacy Act and California Privacy Rights Act), such processing shall be subject to the terms of Brighthire’s Data Processing Amendment Agreement, as it may be updated by Brighthire from time to time and available at https://brighthire.ai/data-processing-amendment-agreement/ (the “DPA”), which is hereby incorporated into this Agreement solely with respect to processing of data covered by the DPA. In the event of any conflicts between these Terms and the DPA, the applicable provision(s) of the DPA shall govern. You further understand that by using the Subscription Service, you agree to have Content collected, used, transferred to and processed in the United States of America, subject to the terms of the DPA.

6.

Proprietary Rights; FEEDBACK.

6.1.

Ownership. Subject to Section 6.2, as between Brighthire and you, you own all right, title and interest in and to any and all the data and other information you provide, post, upload, or otherwise make available on or through the Subscription Service (“Content”). “Content” does not include data and information relating to the operation and/or performance of the Subscription Service.

6.2.

Your License. You hereby grant to Brighthire a fully paid-up, royalty-free, worldwide, nonexclusive right and license, to use the Content to perform its obligations under this Agreement and to create Anonymous Data. “Anonymous Data” means Content that is deidentified and aggregated by Brighthire such that the resulting data does not contain any information identifiable or attributable to you or any individual. For the avoidance of doubt, Brighthire will only disclose personally identifiable information for the purposes of providing the Subscription Service.

6.3.

Anonymous Data. All Anonymous Data will be owned by Brighthire, and you acknowledge and agree that Brighthire may use, store, analyze and disclose the Anonymous Data in aggregated form during and after the Subscription Term to (1) make the Subscription Service available to you, (2) improve the Subscription Service, and (3) conduct and publish aggregate analyses of the Subscription Service, provided in each case, that Brighthire will not, without your prior written consent, (a) disclose any information that will identify you or any Authorized User or (b) publicly identify you or any Authorized User as the source of any Anonymous Data.

6.4.

Feedback. You may provide comments or ideas about Brighthire’s products and Subscription Services, including without limitation the Subscription Service and Documentation (“Feedback”), and agree that Brighthire is free to use the Feedback to improve the Subscription Service without any additional compensation to you or anyone else.

7.

REPRESENTATIONS AND WARRANTIES.

7.1.

Your Warranty. You represent, warrant and covenant to the that (a) you have the required power and authority to enter into this Agreement and to perform its obligations hereunder; and (b) you will comply with all applicable laws in your performance hereunder.

7.2.

Brighthire Warranty. Brighthire represents and warrants that the Subscription Service will materially conform in accordance with this Agreement. Your sole and exclusive remedy for Brighthire’s breach of this warranty will be for Brighthire to use commercially reasonable efforts to correct or replace the affected Subscription Service with a component or service of similar functionality.

7.3.

Warranty Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT: (A) BRIGHTHIRE, ON BEHALF OF ITSELF AND ITS LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (B) THE SUBSCRIPTION SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND BRIGHTHIRE AND ITS LICENSORS MAKE NO OTHER WARRANTY AS TO THE SUBSCRIPTION SERVICE. NEITHER PARTY WILL HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE OTHER PARTY TO ANY THIRD PARTY.

8.

INDEMNIFICATION. You agree to defend, indemnify and hold Brighthire and its officers, directors, agents, employees, successors and assigns harmless from all Liabilities arising from any Claim arising from or relating to your violation of applicable law, breach of this Agreement, unauthorized use of the Subscription Service, including your Content, or any allegation that your Content infringes any third party’s trademark, US patent, or copyright.

9.

LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING FROM INDEMNIFICATION OBLIGATIONS IN SECTION 8, YOUR PAYMENT OBLIGATIONS, OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY WILL BRIGHTHIRE BE LIABLE TO YOU UNDER THIS AGREEMENT FOR ANY (I) AMOUNT EXCEEDING THE FEES PAID BY YOU TO BRIGHTHIRE OR (II) ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS, REVENUE, GOODWILL, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS) UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) EVEN IF IT BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.

MISCELLANEOUS.

10.1.

Assignment. Neither party shall assign or otherwise transfer this Agreement or any rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, to any third party without the other party’s prior written consent; provided that either party may assign this Agreement without such consent to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any purported transfer or assignment without such prior written consent will be null and void and of no force or effect. Subject to this Section 10.1, this Agreement shall be binding upon and inure to the benefit of the parties, and their respective successors and permitted assigns

10.2.

Delays. In the event that either party is prevented from performing or is unable to perform any of its obligations under this Agreement (other than any payment obligation) due to any cause beyond its reasonable control, such party shall give prompt written notice to the other party, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences.

10.3.

Governing Law; Submission to Jurisdiction. These Terms are governed by and construed in accordance with the internal laws of the State of New York. Any legal suit, action, or proceeding arising out of or related to these Terms or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

10.4.

Relationship of the Parties. Nothing in these Terms is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party or to bind the other party in any respect whatsoever.

10.5.

Publicity. Each party agrees that it will not, without prior written consent of the other, issue a press release regarding their business relationship. Brighthire may, subject to your prior written consent (including by email), identify you as one of its customers (and use your logo(s) in connection therewith) in Brighthire’s marketing collateral, website(s), and other promotional and marketing materials, and to use quotes from your Authorized Users regarding their satisfaction with Brighthire and/or the Subscription Service.

10.6.

Notices. All notices permitted or required under this Agreement shall be in writing and sent to the recipient’s email address set forth in the Subscription. in the most recent Order Form (or other address as either party may specify in writing), and shall be deemed to have been given whengiven: (a) when delivered in person (including by overnight courier); (b) 3 business days after being mailed by first class, registered or certified mail, postage prepaid; or (c) when delivered (receipt return requested) by email. All copy of any paper notice to Brighthire must be sent to legal@brighthire.ai.

10.7.

Modification to the Terms. We may, at our sole discretion, revise these Terms from time to time. The most current version on these Terms will be made available to you through the Subscription Service or through our website. If we make material changes to these Terms, we will notify you by sending you a notification to the email address we have on file for you prior to the effective date of the changes. By continuing to access or use the Subscription Service after those changes become effective, you agree to be bound by the revised Terms.

10.8.

Entire Agreement; Waiver; Severability. These Terms, together with the Subscription Form and the DPA, represent the entire agreement between the parties, and supersedes all prior agreements and understandings, written or oral, with respect to the matters covered by this Agreement. If any terms conflict between these Terms, the Subscription Form, and the DPA, the order of precedence shall be the (i) the DPA, (ii) the Subscription Form, and (iii) these Terms. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default. If any provision of this Agreement is held invalid or unenforceable under applicable laws by a court of competent jurisdiction, it shall be replaced with the valid provision that most closely reflects the intent of the parties and the remaining provisions of this Agreement will remain in full force and effect.