Terms of Service

THESE SAAS MASTER TERMS OF SERVICE (THE "TERMS"), TOGETHER WITH ANY ORDER FORM, ONLINE CHECKOUT DETAILS, STATEMENT OF WORK, EXHIBITS, ADDENDA, AND/OR POLICIES THAT INCORPORATE THESE TERMS BY REFERENCE (EACH, WHERE APPLICABLE, AND COLLECTIVELY, THE "AGREEMENT"), GOVERN YOUR ("CUSTOMER", "YOU", OR "YOUR") ACCESS TO AND USE OF THE SERVICES PROVIDED BY SORSX LLC ("SORSX", "COMPANY", "WE", OR "US").

BY (A) PLACING AN ORDER, (B) CLICKING TO ACCEPT THESE TERMS, OR (C) ACCESSING OR USING THE SERVICES (THE EARLIEST OF SUCH EVENTS, THE "EFFECTIVE DATE"), YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY, IN WHICH CASE "YOU" AND "CUSTOMER" MEAN THAT ENTITY.

THE SERVICES ARE INTENDED FOR BUSINESS USE ONLY. SORSX IS A TECHNOLOGY PLATFORM PROVIDER AND DOES NOT PARTICIPATE IN, CONTROL, OR DIRECT CUSTOMER'S HIRING OR EMPLOYMENT DECISIONS. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS TALENT MANAGEMENT ACTIVITIES AND COMPLIANCE WITH APPLICABLE LAWS.

SORSX MAY MODIFY THESE TERMS FROM TIME TO TIME. IF SORSX MAKES MATERIAL CHANGES, SORSX WILL PROVIDE PRIOR WRITTEN NOTICE (INCLUDING BY POSTING A NOTICE IN THE SERVICES AND/OR BY EMAIL). BY CONTINUING TO USE THE SERVICES AFTER THE EFFECTIVE DATE OF UPDATED TERMS, CUSTOMER AGREES TO THE UPDATED TERMS.

1. Definitions

"Applicable Laws" means all applicable laws, regulations, and legally binding requirements, including (without limitation) employment and labor laws, anti-discrimination laws, privacy and data protection laws, export control and sanctions laws, and communications laws (including CAN-SPAM and TCPA where applicable).

"Authorized Users" means Customer's employees and contractors authorized by Customer to access and use the Services solely for Customer's internal business purposes.

"Customer Data" means any data, content, files, materials, or information submitted, uploaded, transmitted, collected, or otherwise made available by or on behalf of Customer (including by Authorized Users) to or through the Services, including job descriptions, resumes, candidate profiles, interview recordings, transcripts, messages, evaluation criteria, and communications.

"Candidate Data" means Customer Data that relates to an identified or identifiable candidate or applicant.

"Order" means an order form, online checkout, subscription selection, statement of work, or other ordering documentation that specifies the Services purchased, term, usage limits, fees, and other commercial terms.

"Output" means any output, recommendation, score, summary, ranking, transcript, or other content generated or made available through the Services, including through AI-enabled features.

"SorsX Candidate Database" means the candidate database and talent graph maintained by SorsX, which may include candidate profiles derived from publicly available sources and/or contributed through use of the Services, and which may be used for sourcing, matching, headhunting, enrichment, and related features.

"Services" means the SorsX hosted software-as-a-service platform and related products and features made available by SorsX, including (as applicable) applicant tracking and CRM functionality, AI-assisted screening and interviewing tools, talent intelligence features, workflow automation, communications, integrations, sourcing features, and reporting, and any associated documentation, templates, prompts, training materials, and support.

2. The Services

2.1 Grant of Rights

Subject to the Agreement and during the applicable Order term, SorsX grants Customer a revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for Customer's internal business purposes and only by Authorized Users, up to the usage limits and other restrictions set forth in the applicable Order.

2.2 Restrictions on Use

Except as expressly permitted by the Agreement, Customer will not (and will not permit any third party to), directly or indirectly:

• 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 prohibit such restriction);
• modify, translate, or create derivative works based on the Services;
• copy, rent, lease, sell, resell, distribute, or otherwise transfer or encumber rights to the Services;
• access the Services through unauthorized means (including scraping, crawling, or penetration testing) or attempt to bypass any access controls or usage limits;
• use the Services for the benefit of a third party or as a service bureau;
• use the Services to build or benchmark a competing product or service;
• remove, alter, or obscure proprietary notices or labels;
• upload or transmit malware, or use the Services in an unlawful, harmful, fraudulent, deceptive, or infringing manner;
• use Outputs or data obtained through the Services for data brokerage, resale, licensing, rental, transfer for value, or other commercialization.

2.3 User Accounts; Security

Customer is solely responsible for all activity in connection with the Services under Customer accounts, including activities of Authorized Users. Each Authorized User must maintain unique credentials. Customer will ensure that Authorized Users keep credentials confidential and will promptly notify SorsX of any suspected unauthorized access. Customer is responsible for compliance with the Agreement by its Authorized Users and for any acts or omissions of Authorized Users.

2.4 Support; Changes; Availability

Support (if any) is provided in accordance with the applicable Order. Unless otherwise specified in an Order, SorsX provides support on a commercially reasonable basis via the support channels designated in the Services.

SorsX may change, update, or discontinue any portion of the Services from time to time. SorsX will use commercially reasonable efforts not to materially reduce core functionality during a paid Order term. The Services may be temporarily unavailable for maintenance, upgrades, or due to events beyond SorsX's reasonable control.

2.5 Beta Services

SorsX may make beta, preview, or early access features available ("Beta Services"). Beta Services may contain bugs and are provided "AS IS" without warranties or service levels. SorsX may modify or discontinue Beta Services at any time. SorsX's total liability arising from or related to Beta Services will not exceed US $1,000.

2.6 Third-Party Services and Integrations

The Services may interoperate with third-party products, platforms, or services ("Third-Party Services"), including payment processors, cloud providers, email/calendar providers, messaging providers, video hosting, and AI model providers. Third-Party Services are not controlled by SorsX and may be subject to separate terms between Customer and the applicable provider. SorsX is not responsible for Third-Party Services, including their availability, accuracy, security, or performance.

2.7 Marketplace / Third-Party Recruiter Services (If Applicable)

If the Services include a marketplace or network that enables Customer to engage third-party recruiters, agencies, or other third parties ("Marketplace Providers"), SorsX provides a platform only and charges a platform fee as disclosed at checkout or in the applicable Order. Any engagement between Customer and a Marketplace Provider is solely between those parties and may be subject to separate terms. SorsX is not responsible for Marketplace Providers, their services, candidate submissions, or compliance with Applicable Laws. Customer is responsible for setting, paying, and administering any success fees or other compensation owed to Marketplace Providers.

3. Customer Obligations; Talent Management Activities

3.1 Customer Responsibility

Customer is solely responsible for recruiting, evaluating, interviewing, ranking, selecting, hiring, compensating, managing, and terminating candidates and employees, and for all related policies, procedures, and communications (collectively, "Talent Management Activities"). SorsX does not participate in Customer's Talent Management Activities.

Customer is solely responsible for determining whether and how to use the Services and Outputs in compliance with Applicable Laws. Customer should consult its legal counsel regarding its obligations.

3.2 Candidate Notice and Consent; Recordings; AI Processing; Sourcing Contact

Customer will provide all notices and obtain all consents required to collect, use, record, process, analyze, and evaluate Candidate Data, including notices and consents related to (a) audio/video recording, (b) transcription, and (c) AI-assisted analysis and scoring, as required by Applicable Laws.

Customer acknowledges and agrees that it is Customer's obligation to implement and maintain candidate-facing disclosures and a candidate consent mechanism (for example, a required checkbox) prior to collecting or recording Candidate Data through the Services, and to retain evidence of such consents.

If Customer enables or uses sourcing features or the SorsX Candidate Database, Customer further represents and warrants that it has the rights and permissions (and, where required, consents) for SorsX to (i) store Candidate Data in the SorsX Candidate Database, (ii) match candidate profiles across different customers, and (iii) contact candidates about job opportunities via email, SMS, WhatsApp, or other channels, to the extent permitted by law.

Customer will ensure that use of the Services and Outputs does not result in unlawful discrimination or prohibited automated decision-making without required safeguards and human review.

3.3 Communications (Email/SMS/WhatsApp/Outreach)

If Customer uses communications features (including email, SMS, or WhatsApp outreach), Customer is the sender and controller of such communications content and recipient lists unless the Services expressly indicate that SorsX is sending as principal. Customer is solely responsible for compliance with Applicable Laws, including CAN-SPAM, TCPA, and similar laws outside the United States. Customer represents and warrants that it has all rights and permissions necessary to contact recipients and to provide SorsX with any recipient contact information.

Customer will promptly honor opt-out requests and maintain suppression lists as required by Applicable Laws.

3.4 Export Controls and Sanctions

Customer will comply with applicable export control and sanctions laws. Customer represents that it is not located in, and will not permit access to the Services from, any jurisdiction subject to comprehensive sanctions or embargoes, and that it is not listed on any applicable restricted party lists.

4. AI Features; Outputs; Training; Candidate Database

4.1 AI-Enabled Features; Third-Party Models

Certain features may use artificial intelligence, machine learning, or large language models, including models provided by Third-Party Services. Outputs are probabilistic and may be inaccurate, incomplete, biased, or inappropriate. Customer is solely responsible for reviewing Outputs prior to use and for any decisions or actions taken based on Outputs.

4.2 Responsible Use; Prohibited Inputs

Customer will not submit to the Services any data that it is not authorized to submit. Customer will not submit sensitive personal information (such as government identification numbers, precise financial account numbers, or health information) except where expressly required for Customer's lawful use case and permitted by the Services. Customer will not use the Services to generate or rely upon Outputs that are unlawful, discriminatory, or that violate third-party rights.

4.3 Training and Improvement; De-Identification

Customer grants SorsX the right to use Customer Data (including Candidate Data) to operate, maintain, secure, support, and improve the Services, including to develop, train, validate, and improve models and algorithms used in the Services.

To the extent SorsX uses Customer Data for training or improvement purposes, SorsX will apply commercially reasonable measures designed to (a) remove or scrub direct identifiers, (b) minimize use of personal data, and (c) reduce the risk of bias in training datasets, consistent with SorsX's internal policies and the nature of the Services.

SorsX may also create and use aggregated and de-identified data derived from Customer Data for lawful business purposes, including analytics, benchmarking, and improvement of the Services, provided such data does not identify Customer or any individual.

4.4 SorsX Candidate Database; Cross-Customer Matching; Candidate Requests

If Customer uses sourcing features, Customer acknowledges that the Services may display or provide access to candidate profiles from the SorsX Candidate Database and may store certain candidate information contributed through Customer’s use of the Services in the SorsX Candidate Database for matching and enrichment purposes.

Candidate removal requests: SorsX may receive requests from candidates to remove or suppress their information from the SorsX Candidate Database (including via a "Remove My Info" form). Customer agrees that, upon SorsX’s reasonable notice, Customer will promptly delete or suppress such candidate information in Customer’s systems to the extent required by Applicable Laws and will not re-upload or re-add the candidate to the Services in a manner that circumvents the request.

SorsX may retain minimal information necessary to maintain suppression lists and comply with legal obligations.

5. Fees and Payment Terms

5.1 Fees

Customer will pay all fees set forth in the applicable Order ("Fees"). Unless otherwise specified in the Order, Fees are due in advance, are non-cancelable, and (except as required by law) non-refundable, and are not subject to set-off.

5.2 Automatic Renewal; Non-Renewal Notice

Unless otherwise specified in an Order, subscriptions automatically renew for successive periods of the same duration at SorsX's then-current rates.

To prevent renewal, Customer must provide written notice by email to Customer's designated account manager (or to such email address as SorsX designates in writing for renewals) at least thirty (30) days before the end of the then-current term (a "Non-Renewal Notice"). If SorsX does not receive a timely Non-Renewal Notice, the subscription will renew.

5.3 Payment Processing; Late Payments; Suspension

If Customer pays by credit card or other electronic method, Customer authorizes SorsX (and its payment processor) to charge the payment method for Fees and applicable taxes. For invoiced amounts, payment terms are net thirty (30) days unless otherwise specified. Past due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. SorsX may suspend access to the Services for overdue amounts or other material breaches.

5.4 Taxes

Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. Customer is responsible for all such taxes except taxes based on SorsX's net income. If Customer is required to withhold taxes, Customer will gross up payments so that SorsX receives the full amount invoiced.

5.5 NO REFUNDS; CHARGEBACKS

EXCEPT AS REQUIRED BY LAW, ALL FEES ARE NON-REFUNDABLE AND NON-CANCELLABLE, INCLUDING FOR UNUSED PORTIONS OF A TERM, DOWNGRADES, OR ANY EARLY TERMINATION.

Customer will not initiate chargebacks or payment disputes for authorized charges. If Customer initiates a chargeback in breach of this section, SorsX may suspend access and Customer will reimburse SorsX for amounts charged back and any reasonable costs incurred.

6. Term and Termination

6.1 Term

The Agreement begins on the Effective Date and continues for the duration of all active Orders, unless earlier terminated in accordance with this section.

6.2 Termination for Cause

Either party may terminate an Order for the other party's material breach if such breach remains uncured thirty (30) days after written notice.

If SorsX terminates for Customer's material breach, Customer remains responsible for Fees due for the remainder of the then-current Order term (if any) and all amounts owed become immediately due.

6.3 Immediate Termination / Suspension

SorsX may suspend or terminate immediately for Customer's breach of Section 2.2 (Restrictions on Use), non-payment, or unlawful use.

6.4 Effect of Termination; Data Deletion

Upon expiration or termination, Customer's right to access and use the Services will cease. Customer remains responsible for all Fees accrued through the effective date of termination, and any unpaid Fees become immediately due.

Unless otherwise agreed in an Order, SorsX may delete Customer Data within thirty (30) days after expiration or termination, subject to reasonable backup and record retention practices and legal requirements.

6.5 Survival

Sections relating to Fees, confidentiality, intellectual property, data protection, disclaimers, limitation of liability, indemnification, and miscellaneous provisions will survive expiration or termination.

7. Confidentiality

Each party may receive confidential information of the other party ("Confidential Information"). Each party will protect the other party's Confidential Information using reasonable care and will not use or disclose it except as necessary to perform under the Agreement. Confidential Information excludes information that is publicly available through no fault of the recipient, independently developed, or rightfully received from a third party without restriction.

Either party may disclose Confidential Information to the extent required by law, provided the recipient gives reasonable prior notice (to the extent legally permitted) and cooperates in seeking confidential treatment.

The terms of this Agreement are Confidential Information of both parties. Either party may disclose the Agreement to its advisors and bona fide prospective investors or acquirers under confidentiality obligations.

8. Data Protection and Use

8.1 Customer Data; License

Customer retains all right, title, and interest in Customer Data. Customer grants SorsX a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Data as necessary to provide the Services, support, and professional services, to operate the SorsX Candidate Database as described in this Agreement, and to comply with Applicable Laws.

8.2 Customer Responsibilities for Customer Data

Customer represents and warrants that it has obtained all rights, permissions, notices, and consents necessary to provide Customer Data (including Candidate Data) to SorsX and for SorsX to process such data as contemplated by the Agreement, including for the purposes described in Sections 4.3 and 4.4.

8.3 Data Processing Addendum

To the extent Customer Data includes personal data subject to applicable data protection laws, the parties agree that SorsX's Data Processing Addendum ("DPA"), if presented by SorsX or referenced in an Order, is incorporated by reference and will control in the event of a conflict regarding data protection obligations.

8.4 Security

SorsX will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. Customer acknowledges that no security measures are perfect and SorsX does not guarantee absolute security.

8.5 Interview Recordings; Retention

SorsX may store interview recordings (audio and/or video) generated through the Services. Unless otherwise agreed in an Order or required by law, SorsX may delete, purge, or make inaccessible interview recordings after 60 days and no later than 90 days after the recording date. Customer acknowledges that, after the applicable retention period, recordings may no longer be available for viewing or download.

SorsX may retain transcripts, summaries, scoring outputs, and related metadata longer than recordings for recruiting workflow, compliance, analytics, and service improvement purposes.

9. Intellectual Property

9.1 Ownership

SorsX retains all right, title, and interest in and to the Services, including all software, algorithms, models, templates, prompts, documentation, and improvements, and all related intellectual property rights. Except for the limited rights expressly granted, no rights are granted to Customer.

9.2 Feedback

If Customer provides feedback, suggestions, or ideas regarding the Services, SorsX may use such feedback without restriction or obligation, and without identifying Customer as the source.

10. Warranties and Disclaimers

10.1 Limited Warranty

SorsX represents that it will provide the Services in a professional and workmanlike manner. Customer must notify SorsX in writing of any material breach of this warranty within thirty (30) days of discovery. Customer's exclusive remedy is re-performance of the nonconforming Services.

10.2 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES (INCLUDING ALL OUTPUTS) ARE PROVIDED "AS IS" AND "AS AVAILABLE". SORSX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

SORSX DOES NOT WARRANT THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR ERROR-FREE, OR THAT USE OF THE SERVICES WILL ACHIEVE ANY PARTICULAR HIRING OR BUSINESS OUTCOME. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE OF OUTPUTS.

11. Limitation of Liability

11.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST DATA, ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE SERVICES.

11.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SORSX UNDER THE ORDER GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) US $1,000. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT.

11.3 Exceptions

The limitations in this Section 11 will not apply to: (a) Customer's payment obligations; (b) liability that cannot be limited by law; or (c) a party's fraud or willful misconduct. For clarity, unless prohibited by law, the limitations apply to claims relating to security incidents and data breaches.

12. Indemnification

12.1 By SorsX (IP Infringement)

SorsX will defend and indemnify Customer from third-party claims alleging that the Services infringe a U.S. patent, copyright, or trade secret, and will pay resulting damages finally awarded, subject to Customer providing prompt notice and cooperation and allowing SorsX sole control of the defense and settlement. This obligation does not apply to claims arising from Customer Data, misuse, or use of the Services in combination with non-SorsX products.

12.2 By Customer

Customer will defend and indemnify SorsX from third-party claims arising out of or related to: (a) Customer Data (including Candidate Data); (b) Customer's Talent Management Activities; (c) Customer's violation of Applicable Laws; or (d) Customer's breach of the Agreement.

13. Miscellaneous

13.1 Publicity

Customer grants SorsX the limited right to display Customer's name and logo on SorsX's website and marketing materials solely to identify Customer as a customer, unless Customer opts out in writing.

13.2 Notices

Notices must be in writing and will be deemed given when delivered by email with confirmation of receipt, or by nationally recognized courier, or by certified mail.

Notices to SorsX must be sent to: SorsX LLC, Attn: Legal Notices, 7927 Jones Branch Dr, Suite 430, McLean, VA 22102, United States, or to such email address as SorsX designates for legal notices.

13.3 Assignment

Neither party may assign the Agreement without the other party's prior written consent, except that either party may assign in connection with a merger, acquisition, or sale of substantially all assets.

13.4 Force Majeure

Neither party is liable for delays or failures to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, and outages of cloud or telecommunications providers.

13.5 Governing Law; Venue

The Agreement is governed by the internal laws of the State of Delaware, without regard to conflict of laws rules. The parties submit to the exclusive jurisdiction of state and federal courts located in New Castle County, Delaware, for any dispute. Either party may seek injunctive relief in any court of competent jurisdiction.

13.6 Entire Agreement; Order of Precedence

The Agreement is the entire agreement between the parties regarding the Services and supersedes prior agreements. If there is a conflict between these Terms and an Order, the Order will control solely with respect to the subject matter of that Order. If there is a conflict between a DPA and the Agreement regarding privacy or data protection, the DPA will control.