Terms of Service | Skillframe

TERMS OF SERVICE

CAREFULLY READ THESE TERMS. BY EXECUTING OR ACKNOWLEDGING RECEIPT OF THESE TERMS OF SERVICE (“TERMS”), CLICKING “ACCEPT” OR “AGREE” (OR SIMILAR LANGUAGE) TO THE TERMS WHEN MADE AVAILABLE TO YOU, OR ACCESSING AND USING THE SKILLFRAME SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND REPRESENT THAT YOU ARE DULY AUTHORIZED TO ACCEPT THESE TERMS ON BEHALF OF YOUR COMPANY OR OTHER ORGANIZATION RECEIVING THE SKILLFRAME SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCEPT, AGREE TO, ACCESS, OR OTHERWISE USE THE SKILLFRAME SERVICES.

These Terms govern your access to and use of www.skillframe.ai and your use of the Skillframe Services. These Terms are by and between Skillframe Inc. ("Skillframe"), and your organization or other legal entity (“you" or “your”) on whose behalf you are entering these Terms. Skillframe and you may be referred to herein collectively as the "Parties" or individually as a "Party."

1. Definitions. Capitalized terms not otherwise defined herein shall have the following meanings:

“Access Credentials” means the user identification name and password and/or other access keys or controls for the Services.

“Affiliates” means any current or future company that controls, is controlled by, or is under common control with a Party or any Party’s parent company, where ownership and control means the right to direct the affairs of the company by means of voting control.

“Authorized Users" means individuals authorized by you to access and use the Services solely on your behalf, which may include, employees, temporary employees, and contractors but no other third parties without Skillframe’s prior written consent.

“Authorized Recipients” are a party’s and its affiliates’ officers, employees, agents, and consultants who require access to the Confidential Information for the purpose set forth in these Terms and who are bound by confidentiality obligations at least as stringent as those set forth herein.

“Confidential Information” refers to any proprietary information, software, personal data, data or know-how of the Discloser that is disclosed under these Terms which is marked as confidential, or which a reasonable person would understand to be confidential based on the context of the disclosure or the nature of the information. The Services and Documentation shall be Skillframe’s Confidential Information and Your Data shall be your Confidential Information. Confidential Information does not include information which the Recipient may demonstrate through written evidence: (i) was already known to the Recipient prior to the time that it was disclosed by the Discloser; (ii) is or has entered the public domain through no breach of these Terms by Recipient; (iii) has rightfully been received by Recipient from a third party without any breach of these Terms; (iv) was approved for release by the written consent of the Discloser; (v) was independently developed by the Recipient without use of the Discloser’s Confidential Information; or (vi) was required to be disclosed pursuant to the order of a court or governmental agency of competent jurisdiction provided that the Discloser has, if permitted by law, been given reasonable notice of the order and the opportunity to contest the disclosure and any such disclosure is limited strictly to the Confidential Information which is the subject of such order.

“Documentation” means user manuals, online help files, technical manuals, and other materials published by Skillframe which describe the Services and its uses, features, specifications, and/or technical requirements.

“Order” means the Skillframe Services that you subscribe to or purchase from Skillframe.

“Permitted Purpose” means your internal business purposes to assist in evaluating job candidates for recruitment and potential employment with your organization.

“Professional Services” means implementation, configuration, integration, training, advisory, and other professional services related to the Services that are specified in an Order or statement of work.

“Services” means the software-as-a-service AI-powered sentiment analysis for human resources platform provided to you pursuant to an Order and these Terms.

“Skillframe Services” means the Services and Professional Services, but does not include Third Party Products.

“Term” means the period of authorized access and use of Services as set forth in an Order.

“Usage Data” means data and information related to your use, configuration and deployment of the Skillframe Services that is used by Skillframe and/or its Affiliates for its business purposes, including but not limited to (i) patterns identified through the use of algorithms regarding credentialing and access requests, log data and data regarding the performance, availability and operation of the Services; and (ii) personal data that has been anonymized in such a manner that it is not, alone or in combination with other data, reasonably identifiable to you or any of your Authorized Users and is aggregated with other data in Skillframe’s custody and control.

“Your Data” means any information, data, or content, in any for or medium transmitted to the Skillframe Services by you or your Authorized Users, or on your behalf, but does not include Documentation, Skillframe IP, Usage Data.

2. Right to Access and Use of Services. Skillframe hereby grants to you and your Authorized Users, a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services for the Permitted Purpose, subject to the terms of your Order and these Terms. All rights not expressly granted to you are reserved to Skillframe.

3. Usage Restrictions. In addition to any other limitations set forth in these Terms and any Order, you agree not to (i) copy, download, modify or translate any part of the Services in any manner not authorized by these Terms; (ii) reverse engineer, decompile, or disassemble any part of the Services, or otherwise attempt to discover the underlying source code of the Services; (iii) tamper with, bypass or alter the security features of the Services or any of the hosted infrastructure, (iv) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Services or any features or functionality of the Services to any person or entity other than your Authorized Users; (v) use the Services in a manner inconsistent with the Permitted Purpose; (vi) use the Services in any manner that violates applicable law, regulation, or rule, including but not limited to using the Services for any illegal, obscene or threatening purpose or to use the Services to the exclusion of human decision making with respect to consequential decisions, such as employment, hiring, and/or interviewing selections; and (vii) use the Services or its contents for purposes of competitive analysis, the development of a competing product or service, or any purpose that is detrimental to Skillframe.

4. Your Obligations; Your Data.

4.1 Your Obligations. Only Authorized Users may use the Services, and solely for the Permitted Purpose. All use of the Services by your Authorized Users must comply with these Terms. Your Authorized Users will be granted access to the Services through individual usernames and passwords. You will ensure that each Authorized User uses a unique username and password and that such usernames and passwords are not shared. You shall promptly notify Skillframe if any Authorized User’s username or password has been or is suspected of being lost, stolen or compromised. You shall implement appropriate security measures to safeguard your Access Credentials, if any, and you are solely responsible for any and all activity that occurs in connection with your Access Credentials. You must maintain all hardware, software and network connectivity needed to connect to the Services. Additionally, You will comply with all applicable laws, rules, or regulations regarding notice, authorization, or consent to be provided to any job applicant, employee, contractor, or other Authorized User prior to use of the Services.

4.2 Your Data. These Terms and our privacy policy available at [Insert Link] (“Privacy Policy”) govern Skillframe’s collection and usage of Your Data. You acknowledge and agree that Skillframe may use Your Data to provide the Services to you and as otherwise set forth in these Terms and the Privacy Policy. By submitting or transmitting Your Data to the Services, you represent and warrant that you are the owner of, and have all necessary right and permissions in Your Data to permit Skillframe to use the same in accordance with these Terms without violating the rights of any third party. Skillframe shall implement and maintain appropriate technical, physical and organizational controls to secure the Services and to protect the security, confidentiality and integrity of Your Data. For complete information on Your Data and your obligations with respect thereto, please refer to the Data Processing Agreement attached hereto as Exhibit 1.

4.3 Employment Decisions. You acknowledge and agree that Skillframe exercises no control over any employment practices or actions you implement or execute using the Services, nor over any of your decisions or actions with regard to candidate evaluation, employment, notification, or compensation of any applicant, employee, contractor, or Authorized User of the Skillframe Services. Further, you acknowledge and agree that we do not have a direct relationship with your applicants, employees, contractors, or Authorized Users, and that as between you and us, you are solely responsible for all communication with your job applicants, employees, contractors, and Authorized Users. In addition to the foregoing, you acknowledge, understand, and agree that at all times during the Term, you are solely responsible for ensuring that any interview summaries and suggested scoring has been reviewed for accuracy and potential bias and that the appropriate and necessary information and terms for each such employment offer is complete and accurate. Any interview summaries, suggested scoring, and other information provided in association therewith are intended for general informational purposes only and are not to be construed as legal advice, nor is it to be used alone to make any consequential decision impacting any job applicant, employee, contractor, or other Authorized User. You acknowledge and agree that You shall be solely responsible with complying with any applicable laws, rules, and regulations in using the Services with regard to decision making in employment, including but not limited to any obligation to perform bias or adverse impact analysis assessments, provide notification of use of AI software to impacted individuals, and/or obtain authorization or consent for the use of AI software. At all times during the Term, you are responsible for fulfilling any offers of employment that you make to your employees, contractors, applicants, or other Authorized Users. WE MAKE NO REPRESENTATIONS OR WARRANTIES AND TAKE NO RESPONSIBILITY FOR ANY EMPLOYMENT OFFERS OR INTERVIEW SUMMARIES (OR ANY INFORMATION SUBMITTED BY YOU IN CONNECTION THEREWITH) THAT ARE CREATED, VIEWED, REJECTED OR ACCEPTED IN THE SERVICES.

5. Ancillary Services.

5.1 Free Services. Skillframe may make Skillframe Services available to you specifying that the Skillframe Services are provided free of charge, on a trial basis, and/or to be used at your own risk (“Free Services”). Notwithstanding any other provision of these Terms, you acknowledge and agree that: (i) Free Services are made available without any support, maintenance, warranty, commitment to availability, security, or accuracy, or other related obligation of any kind under these Terms, unless otherwise required by applicable law; (ii) Free Services may not include or allow access to all features and functionality available to paying customers; (iii) Skillframe may terminate the use of a Free Services at any time, unless otherwise specified in writing, and Skillframe will not be liable for such termination; and (iv) data, information, and content submitted to a Free Services may be permanently lost, and Skillframe will not be liable for such loss.

5.2 Professional Services. Skillframe may agree to provide you Professional Services, subject to these Terms.

5.3 Additional Terms. Additional terms and conditions (the “Additional Terms”) may apply to specific products, services or features made available by Skillframe on or through the Services. The Additional Terms (as applicable) are hereby incorporated by this reference into these Terms. In the event of a conflict between any Additional Terms and these Terms, the Additional Terms shall prevail.

6. Fees; Payment; Renewals.

6.1 Fees and Payment. To the extent the Skillframe Services or any portion thereof is made available for any fee, you will be required to select a payment plan in your Order and provide Skillframe information regarding your credit card or other payment instrument. You represent and warrant to Skillframe that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Skillframe the amount that is specified in the payment plan (as well as any applicable taxes) in accordance with the terms of such plan and these Terms. You hereby authorize Skillframe to bill your payment instrument in accordance with the terms of the applicable payment plan (as well as any applicable taxes) until you deactivate your account, and you further agree to pay any charges so incurred. If you dispute any charges, you must provide written notice to Skillframe within fourteen (14) days after the date that Skillframe charges you.

6.2 Price Changes. Skillframe reserves the right to change Skillframe's price for your subscription-based Services at any time upon thirty (30) days’ notice to you. If you disagree with the change in price for the subscription-based Services, then you may terminate such subscription-based Services by providing Skillframe written notice at any time prior to the change in price becoming effective. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed amount. If your subscription is annual, the price change will become effective upon renewal.

6.3 Recurring Subscriptions. All subscription-based Services automatically renew according to the subscription plan (e.g., monthly or annually) unless you provide written notice of termination at least thirty (30) days prior to your renewal date to Skillframe by emailing support@skillframe.ai. You authorize Skillframe to maintain your account information and charge that account automatically upon the renewal of the Services you choose with no further action required by you. In the event that Skillframe is unable to charge your account as authorized by you when you enrolled in the Services, Skillframe, may, in its sole discretion: (i) bill you for the Services and suspend your access to the Services until payment is received, and/or (ii) seek to update your account information through third party sources (i.e., your bank or a payment processor) to continue charging your account as authorized by you.

6.4 No Refunds. Unless otherwise agreed in an Order, payments are nonrefundable and there are no credits for partially used periods. Following any cancellation, however, you will continue to have access to the Services through the end of your then-current Term.

6.5 Invoices. Unless otherwise agreed in an Order, Skillframe will charge you fees for the Services in advance of providing the Services. Skillframe will charge you for Professional Services on a time and materials basis monthly in arrears unless otherwise set forth in the applicable Order. Payment is due within thirty (30) days of receipt of the applicable invoice. Skillframe may suspend the Services or terminate these Terms for non-payment by you as set forth in Section 7.2. You will pay a late fee equal to one-and-one-half percent (1.5%) per month, or the maximum amount allowed by law, if less, on all past due amounts. You are also liable for all costs of collection incurred by Skillframe for past due sums, including without limitation, collection agency fees, reasonable attorneys’ fees and court costs.

6.6 Taxes and Other Charges. All amounts payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You shall be responsible for and shall pay all such taxes and indemnify Skillframe from any liability thereon. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing Skillframe with legally sufficient tax exemption certificates for each taxing jurisdiction. If any deduction or withholding is required by law, you will notify Skillframe and will pay Skillframe any additional amounts necessary to ensure that the net amount of payment that Skillframe receives, after any deduction and withholding, equals the amount of payment Skillframe would have received if no deduction or withholding had been required. Additionally, you will provide Skillframe with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority. In no event shall you be responsible for any state or federal income tax incurred by Skillframe, due to our relationship with you.

7. Term & Termination; Suspension.

7.1 Term. You may terminate these Terms at any time by providing at least thirty (30) days’ prior written notice to Skillframe by emailing support@skillframe.ai. Unless earlier terminated pursuant to Sections 6.2, 6.4, or this Section 7, each Order will remain in effect for a term of one (1) year from the Order Effective Date regardless of whether fees are billed monthly or annually. After the initial Term, the Order will automatically renew for additional one (1) year periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

7.2 Termination or Suspension by Skillframe. Skillframe may, at its option, terminate these Terms for cause or suspend the Services if: (i) Skillframe reasonably believes that the Services are being used in a manner inconsistent with the Permitted Purpose and/or in violation of law, regulation, rule, or the terms of these Terms; (ii) your use of the Services interferes with the normal operations of the Services or other customer’s use of the same; (iii) there is an attack on the Services or your server(s), your server is accessed or manipulated by a third party without your consent, or there is another event for which Skillframe reasonably believes suspension of the Services is necessary to protect the Skillframe network or Skillframe's other customers; (iv) your payment of any invoiced amount is overdue and you fail to pay the overdue amount within ten (10) days of Skillframe's written notice; (v) you breach any obligation relating to Skillframe's (or its suppliers’) intellectual property rights; or (vi) you materially fail to comply with any other provision of these Terms and do not remedy that failure within fifteen (15) days of Skillframe's notice to you describing the failure in reasonable detail. Skillframe will endeavor to give you advance notice of pending suspension or termination, unless Skillframe determines, in Skillframe's reasonable commercial judgment, that a suspension on no or shorter notice is necessary to protect Skillframe, its customers, or others.

7.3 Effect of Termination. Upon termination of these Terms: (i) you will cease using the Services; and (ii) each party shall return or destroy all Confidential Information in accordance with Section 8. Termination will not relieve a party from any accrued payment obligations. Skillframe will not be liable to you for any claims or damages of any kind arising out of termination of these Terms or suspension of Services in accordance with this Section 7.

8. Confidentiality

8.1 Each party, as a recipient (“Recipient”), agrees to use the disclosing party’s (“Discloser”) Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Terms. Recipient will not disclose Discloser’s Confidential Information to any third party other than its Authorized Recipients. Recipient shall use commercially reasonable standards to protect the Confidential Information from disclosure using equal measures as it uses to protect its own Confidential Information of a similar nature. A Recipient may disclose Confidential Information when compelled to do so by law, provided that Recipient shall give the Discloser prior written notice and an opportunity to limit or prevent such compelled disclosure if permitted by law. Each party may also transfer Confidential Information to an acquiring third party as part a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of its assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding.

8.2 The obligations set forth in this Section 8 shall survive until three (3) years from the termination or expiration of these Terms except with regard to trade secret information which shall be protected for the statutory period.

8.3 Except as otherwise set forth in these Terms each party shall use commercially reasonable efforts to return to destroy all Confidential Information upon termination of these Terms. Notwithstanding, Recipient will not be obligated to render unrecoverable Confidential Information of the Discloser that is contained in an archived computer system backup or pursuant to security and disaster recovery procedures, or that is retained in accordance with the Recipient’s legal and financial compliance obligations. Any such retained Confidential Information will remain subject to Section 8 (Confidentiality). Upon request, you agree to provide Skillframe with written certification by an authorized officer that all information from the Services has been removed and deleted from all of your hardware and storage devices.

9. Intellectual Property Rights.

9.1 The Skillframe Services are owned by Skillframe (and its licensors) and are protected by applicable intellectual property laws and regulations, including United States and international copyright laws. As between the parties hereto, Skillframe retains all right, title and interest in and to the Skillframe Services and any derivative works that are created and/or developed based, in whole or in part, on access to and use of the Skillframe Services. Nothing herein shall operate to transfer or convey to you any rights in any Skillframe Services. You agree to promptly notify Skillframe if you become aware of, or suspect any unauthorized, access, use or misuse of the Skillframe Services. Similarly, you retain all right, title and interest in and to Your Data. To the extent you provide Skillframe with any feedback, best practices, templates, systems, ideas, or technical improvement suggestions about the Skillframe Services (“Feedback”), you acknowledge and agree that Skillframe will be the owner of all such Feedback and may use and incorporate the Feedback into the Skillframe Services without compensation or attribution to you. As between Skillframe and you, all right, title, and interest in Usage Data, and all intellectual property rights therein, belong to and are retained solely by Skillframe. You acknowledge that Skillframe may compile Usage Data based on Your Data input into the Services. You agree that Skillframe may (i) make Usage Data publicly available in compliance with applicable law, and (ii) use Usage Data to the extent and in the manner permitted under applicable law; provided that such Usage Data do not identify you or your Confidential Information.

9.2 All trademarks on or related to the Skillframe Services are the sole and exclusive property of Skillframe and are protected by US and international trademark laws. Nothing in these Terms shall give you any right, title, or interest in or to Skillframe’s trademarks, nor give you any right to use Skillframe’s trademarks for any purpose without the prior written approval of Skillframe. You agree that you will do nothing inconsistent with Skillframe’s ownership of its trademarks and will not register, nor attempt to register, any trade name or trademark which, in whole or in part, incorporates or is confusingly similar to any of Skillframe’s trademarks.

10. Representations and Warranties; Disclaimers; Reliance on Information.

10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SKILLFRAME DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY OR AVAILABILITY, ACCURACY OR COMPLETENESS, WORKMANLIKE EFFORT, LACK OF VIRUSES, AND LACK OF NEGLIGENCE. SKILLFRAME DOES NOT REPRESENT THAT THE SKILLFRAME SERVICES WILL BE COMPLETELY SECURE OR WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF, OR ACCESS TO, THE SKILLFRAME SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SKILLFRAME SERVICES WILL BE CORRECTED. SKILLFRAME MAKES NO WARRANTY THAT THE SKILLFRAME SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTIONS, OR THAT YOU WILL OBTAIN ANY SPECIFIC RESULTS OR PERFFORMANCE. YOU ARE SOLELY RESPONSIBLE FOR ENSURING YOUR OWN COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS, REGULATIONS OR RULES RELATED TO YOUR USE OF THE SKILLFRAME SERVICES AND ANY CONTENT PROVIDED BY THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LAWS, RULES, OR REGULATIONS REGARDING THE USE OF AI SERVICES (AS DEFINED BELOW).

10.2 The Services may include certain artificial intelligence tools (collectively referred to as “AI Services”). AI Services use machine learning models that generate predictions based on patterns in data. Output generated by a machine learning model is probabilistic and should be evaluated for accuracy as appropriate for your use case, including by employing human review of such output. Skillframe does not warrant the accuracy, completeness, or usefulness of information provided by AI Services. Skillframe disclaims all liability and responsibility arising from any reliance placed on such results by you, or by anyone who may be informed of such results. You agree that we may use and store Your Data processed by an AI Service to maintain, enhance, and provide the applicable AI Service and develop additional Services or product offerings.

11. LIMITED LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SKILLFRAME BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST DATA, RELATING TO THE SKILLFRAME SERVICES OR THE PROVISION OR FAILURE TO PROVIDE THE SKILLFRAME SERVICES OR SUPPORT THEREFOR, WHETHER OR NOT DUE TO SKILLFRAME’S NEGLIGENCE. YOU EXPRESSLY AGREE THAT SKILLFRAME SHALL NOT BE LIABLE FOR ANY VIOLATION OF OR NON-COMPLIANCE WITH APPLICABLE LAWS, RULES OR REGULATIONS THROUGH YOUR USE OF THE SKILLFRAME SERVICES, INCLUDING BUT NOT LIMITED TO ANY LAWS, RULES OR REGULATIONS REGARDING THE USE OF AI SERVICES. SKILLFRAME’S TOTAL, AGGREGATE LIABILITY FOR ANY DAMAGES OR CLAIMS ARISING UNDER THIS AGREEMENT OR RELATED TO THE SKILLFRAME SERVICES SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR ACCESS TO THE SKILLFRAME SERVICES UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTH PERIOD BEFORE THE CLAIM AROSE. THE FOREGOING LIMITATIONS AND DISCLAIMERS APPLY TO DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Indemnification.

12.1 By Skillframe. Skillframe will indemnify, defend and hold you and your Authorized Users harmless against any losses, damages, expenses or liabilities arising from claims that your use of the Skillframe Services infringes or misappropriates the intellectual property rights of a third party; provided that, Skillframe shall not be required to indemnify you to the extent that the claim was caused by your use of the Skillframe Services in violation of these Terms or due to your unauthorized modifications or combinations of the Skillframe Services with and into other technologies or services without Skillframe’s written consent. If Skillframe is obligated to indemnify you under this Section 12 or if it reasonably believes it may have liability under this Section 12, Skillframe may, in addition to its other obligations hereunder: (i) obtain for you the right to continue using the Skillframe Services on a non-infringing basis; or (ii) modify the Skillframe Services so they are no longer infringing but of equivalent or better functionality, performance and interoperability. If neither of the foregoing options are commercially feasible, Skillframe may discontinue the provisioning of the Skillframe Services; provided that, it will issue you a pro rata refund or credit for any prepaid unused Skillframe Services.

12.2 By You. You will indemnify, defend and hold Skillframe harmless against any losses, damages, expenses or liabilities arising from your or your Authorized User’s use of the Skillframe Services, including without limitation the violation of any applicable laws, regulations or rules, violation of these Terms, or any misappropriation or infringement of intellectual property rights arising from Your Data.

12.3 Process. A party seeking indemnity (an indemnified party) must give the indemnifying party prompt written notice of any claim for indemnification under this Section 12; provided that, the failure or delay in doing so will not excuse an indemnifying party of its indemnification obligations except to the extent its ability to defend the claim is materially prejudiced by such failure or delay. An indemnified party shall thereafter have the sole right to control the investigation, defense, and settlement of the claim at its sole cost and expense, provided that any settlement unconditionally releases the indemnified party of all liability and does not make any admissions on behalf of the indemnified party or include payment of any amounts by the indemnified party. An indemnified party may retain counsel to represent it on a non-controlling basis at its own cost and expense. An indemnified party shall reasonably cooperate with the indemnifying party in the investigation, trial and defense of such claim and any appeal arising therefrom at the indemnifying party’s expense.

13. Third Party Products. If you procure services, applications, or online content from a third party (“Third Party Products”) for use with the Services, any such use is subject to the end-user license or use agreement that you accept from or establish with the third party. Third Party Products are not Skillframe Services and, as between the parties, Skillframe has no liability with respect to your procurement or use of Third Party Products.

14. Export Regulation. You agree to abide by and to conform to any and all export regulations in force during these Terms that are applicable to you or the Services provided, including but not limited to any export rules and regulations of the United States of America. You understand that these regulations may prohibit the export or re-export of Documentation, and any information or technical data related to the Services. The Services and the underlying information and technology may not be accessed, downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Libya, North Korea, Iran, Sudan, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.

15. Modifications. Skillframe reserves the right to change or modify the terms of these Terms upon written notice to you. All such changes shall be effective immediately; provided, however, for existing customers, such modified Terms, unless otherwise stated, shall be effective upon the later of (i) upon the renewal of the subscription term for any subscription-based Services or (ii) thirty (30) days after posting with respect to all other Services. If any changes to these Terms are unacceptable to you, you may terminate your Order by providing ten (10) days’ written notice of termination to Skillframe, delivered at any time within thirty (30) days of the effective date of the change. Continued use of the Services following the effective date of any changes constitutes your acceptance of the changes but does not affect the foregoing right of termination. For purpose of this Section 15, the posting of an updated copy of these Terms to the Services shall constitute written notice of the change(s) to these Terms.

16. Miscellaneous.

16.1 Notices. Each Party consents to receive all communications including notices, agreements, legally required disclosures or other information in connection with the Services electronically. Skillframe may provide such notices by posting them on the Services or at the email address you provided to Skillframe. Notices to Skillframe should be emailed to support@skillframe.ai. If you desire to withdraw your consent to receive notices electronically, you must discontinue your use of the Services.

16.2 Entire Agreement. The Order together with these Terms, the Data Processing Agreement, and any other terms and conditions incorporated into these Terms by reference constitutes the complete agreement between Skillframe and you regarding the Skillframe Services and supersedes all previous communications between the parties relating to the subject matter herein.

16.3 Assignment. You may not assign these Terms or the rights granted hereunder without Skillframe’s prior written consent, and any such assignment without consent is void. Skillframe’s failure to enforce any rights hereunder, irrespective of the length of time for which such failure continues, shall not constitute a waiver of those or any other rights.

16.4 Governing Law and Venue. These Terms shall be governed by the laws of the State of New York without reference to its conflicts of law principles or your state or country of residence. Each party hereby consents to the exclusive personal jurisdiction and venue of the federal and state courts located in New York County, State of New York, United States of America, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. You agree you may only bring claims against Skillframe related to your use of the Services on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. The parties expressly exclude the United Nations Convention on Contracts for the International Sale of Goods from application to these Terms. You agree that any claim arising out of or related to these Terms must be brought within one (1) year after the date it first accrued. If any action, suit, or legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party.

16.5 Injunctive Relief. Each party acknowledges that a breach by a party of Section 8 (Confidentiality) or Section 9 (Intellectual Property Rights), may cause the non-breaching party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in these Terms to the contrary.

16.6 General. If any part of these Terms is found unenforceable by a court of competent jurisdiction, such provision(s) will be ineffective to the extent of the court’s ruling and the remainder of these Terms will remain in full force and effect. The waiver by a party of any breach of any provision of these Terms will not operate or be construed as a waiver of any subsequent breach. The parties' relationship is that of independent contractors. Neither party is an agent for the other, nor does either party have the right to bind the other to any agreement with a third party. Portions of the Services may utilize or include third party software, open-source software, and other copyrighted material. Use of such third party or open-source software is governed exclusively by their respective terms and not by these Terms. Except for payment obligations, neither party shall be held responsible for any delay or failure in its performance to the extent that such delay or failure is caused by any cause or event beyond its reasonable control. The captions used in these Terms are for convenience only and are not binding.

Exhibit 1

Data Processing Addendum

This Data Processing Addendum (“DPA”) applies to the extent that Skillframe Processes Your Personal Data for, or on your behalf. In the event of a conflict between this DPA and the Terms, the terms and conditions set forth in this DPA shall supersede and control with respect to the conflict. For the avoidance of doubt, the terms or conditions set forth in the Terms that are not otherwise addressed herein shall remain in full force and effect. All capitalized terms that are used, but not defined in this DPA, shall be ascribed the meaning set forth in the Terms.

1. Definitions. For purposes of this DPA, the following terms shall apply:

California Consumer Privacy Act (CCPA)	means the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (CPRA) and other applicable amendments thereto, and includes all applicable implementing regulations.
Your Personal Data	means Personal Data inputted into the Services that Skillframe Processes on your behalf pursuant to the Terms.
Data Protection Law	means all federal, state, and local data privacy laws in the United States, including but not limited to the CCPA, Colorado Privacy Act, Connecticut Data Privacy Act, Delaware Online Privacy and Protection Act, Montana Consumer Data Privacy Act, Oregon Consumer Privacy Act, Utah Consumer Privacy Act, Virginia Consumer Data Protection Act, and implementing rules and regulations of the foregoing.
Data Subject	means the natural person whose Personal Data is Processed by Skillframe.
Documented Instructions	means the Processing terms and conditions set forth in the Terms and this DPA.
Information System	means any information or telecommunication system, network, equipment, hardware, or software employed or otherwise used with respect to the Processing of Your Personal Data.
Personal Data	means any information or data that, alone or in combination with other information or data, can be used to reasonably identify a particular individual, household, or device, and is subject to, or otherwise afforded protection under, an applicable Data Protection Law.
Process, Processes, Processing	means any action performed on Your Personal Data, including collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure, transfer or otherwise making available, alignment or combination, restriction, deletion, or destruction.
Security Event	means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Your Personal Data.
Sell and Sale	shall be ascribed the meaning set forth in the CCPA.
Share or Sharing	shall be ascribed the meaning set forth in the CCPA.
Subcontractors	means any third party engaged by Skillframe to Process Your Personal Data on its behalf.

2. Processing Rights and Obligations

2.1. Roles and Responsibilities. The nature and scope of processing of Your Personal Data pursuant to this DPA is set forth in Annex I. For purposes of this DPA, you shall be considered a data controller (or a “business” within the meaning of the CCPA), and Skillframe shall be considered a data processor (or a “service provider” within the meaning of the CCPA). Skillframe shall process Your Personal Data only in accordance with the Documented Instructions, except to the extent otherwise required by law. In the event Skillframe is compelled by law to Process Your Personal Data other than in accordance with the terms and conditions set forth in the Documented Instructions, Skillframe shall notify you of that legal requirement prior to Processing, unless such notification is expressly prohibited by law.

2.2. Data Ownership. As between you and Skillframe, you own Your Personal Data, and all Your Personal Data shall remain your property. You hereby grant to Skillframe and its affiliates a worldwide, non-exclusive, sublicensable, royalty-free right and license to Process the Your Personal Data to the extent reasonably necessary to provide, monitor, and modify the Services or as otherwise set forth herein. Skillframe may collect and retain Usage Data, during and after the term of the agreement.

2.3. Your Obligations. You acknowledge and agree that you shall be responsible for the following: (i) the accuracy, quality, and legality of Your Personal Data submitted and transmitted to the Services, or otherwise provided to Skillframe, (ii) complying with all necessary transparency and lawfulness requirements for the collection and use of the Your Personal Data , including obtaining any necessary consents and authorizations, and (iii) ensuring you and each Authorized User has the right to transfer Your Personal Data to Skillframe or submit or input Your Personal Data into the Services. You shall not, without Skillframe’s advanced, written consent, provide Skillframe with (i) Sensitive Personal Data, or (ii) Personal Data that is subject to, or otherwise afforded protection under, any foreign data protection legislation, including but not limited to the European Union, General Data Protection Regulation.

2.4. CCPA/CPRA Disclaimer. Each party acknowledges and agrees that the disclosure of Your Personal Data to the other does not constitute, and is not the intent of either party for such disclosure to constitute, a Sale or Sharing of Your Personal Data , and if valuable consideration, monetary or otherwise, is being provided by either party, such valuable consideration, monetary or otherwise, is being provided for the rendering of Services and not for the disclosure of Your Personal Data . Skillframe (i) shall not collect, retain, use, or disclose Your Personal Data for any purpose (including for any commercial purpose) other than for the specific purpose of performing the Services, unless otherwise required by law, (ii) shall not Sell or Share Your Personal Data , except as necessary to satisfy its obligations under the Agreement, (iii) shall not collect, retain, use, or disclose Your Personal Data outside the direct business relationship between Skillframe and you, unless expressly permitted by law, (iv) shall not combine Your Personal Data that Skillframe receives from, or on your behalf , with Personal Data that Skillframe receives from, or on behalf of, another party, or collects from its own interaction with a Data Subject, except to the extent reasonably necessary to provide the Services and as expressly permitted by law, and (v) shall, at your reasonable request, cease any unauthorized Processing of and grant you authorization to assess and remediate any such unauthorized Processing. This DPA is Skillframe’s certification, to the extent the CCPA or any other applicable Data Protection Law requires such a certification, that Skillframe understands and will comply with the Processing limitations with respect to Your Personal Data that are set forth in the Documented Instructions. The parties acknowledge and agree that Skillframe shall Process Your Personal Data only for the specific “business purpose” of performing the Services set forth in the Terms.

3. Confidentiality and Information Security

3.1. Confidentiality. Skillframe shall implement commercially reasonable measures designed to (i) maintain the confidentiality of Your Personal Data , (ii) ensure that all individuals who are authorized to Process Your Personal Data on its behalf have committed themselves to confidentiality, and (iii) limit access to Your Personal Data to only those individuals who have a business need for such access.

3.2. Information Security. Skillframe shall (i) maintain the confidentiality of all Your Personal Data, (ii) implement measures designed to limit access to Your Personal Data to only those individuals who have a business need for such access, and (iii) take reasonable steps to ensure the reliability of all individuals who have access to Your Personal Data. Skillframe shall implement and maintain commercially reasonable technical and organizational security controls to protect and safeguard Your Personal Data from a Security Event, which shall include written policies describing its security controls and measures and the relevant procedures and responsibilities of Skillframe personnel who have access to Your Personal Data (“Information Security Program”). Skillframe shall designate a senior employee to be responsible for the overall management of Skillframe’s Information Security Program. Skillframe shall, upon request (but not more frequently than annually) respond to questionnaires and other similar requests for information regarding Skillframe’s compliance with its Information Security Program.

4. Cooperation and Assistance; Return of Your Personal Data.

4.1. Cooperation and Assistance. Skillframe shall provide commercially reasonable assistance to you to enable you to comply with its obligations and responsibilities under any applicable Data Protection Law, including with respect to providing access to, correcting, and deleting Your Personal Data in response to Data Subjects exercising their rights and privileges under applicable Data Protection Laws. Skillframe shall, to the extent legally permitted, promptly notify you if Skillframe receives a correspondence, inquiry, complaint, request, or demand (collectively or individually, a “Data Notice”) concerning the Processing of Your Personal Data. Notwithstanding the foregoing, in response to any such Data Notice, Skillframe may furnish your email contact information and request the Data Notice be submitted directly to you

4.2. Return or Destruction of Your Personal Data. Upon termination of the Services, Skillframe shall delete or return all Your Personal Data in accordance with applicable Data Protection Law, provided Skillframe shall not be required to delete or return to you any Your Personal Data that Skillframe is required by applicable law or order of a governmental or regulatory body to retain, or is required for Skillframe to enforce or defend its legal rights or interests under this DPA. Notwithstanding the foregoing, Skillframe shall not be required to delete or return to you any Your Personal Data archived on backup systems if Skillframe securely isolates such Your Personal Data and protects it from any further Processing and such Your Personal Data is deleted in accordance with Skillframe’s standard overwriting and deletion policies.

5. Security Event Procedures. Skillframe shall, where legally required, undertake the following: (i) notify you of a Security Event when it discovers the same and in accordance with notification timeframes set forth in applicable Data Protection Law, (ii) provide timely information to you relating to the Security Event as it becomes known or as is reasonably requested by you, and (iii) promptly take reasonable steps to contain, investigate, and mitigate any Security Event. Any action taken by Skillframe in accordance with this section shall not be interpreted or construed as an admission of liability, wrongdoing, or fault.

6. Audits. Skillframe shall (i) upon request (but not more frequently than annually) respond to questionnaires and similar requests for information provided by you to demonstrate Skillframe’s compliance with Skillframe’s obligations under this DPA, and (ii) periodically use independent external auditors to verify the adequacy of its written Information Security Program. If the information and reports described in the foregoing (i) and (ii) do not demonstrate Skillframe’s compliance with its obligations and responsibilities set forth in this DPA, you may conduct an inspection or audit of Skillframe’s business operations, or have the same conducted by a qualified third party subject to a nondisclosure agreement, provided (i) you furnish Skillframe at least thirty (30) days’ advanced written notice, (ii) the inspection or audit is conducted during Skillframe’s regular business hours and does not involve penetration testing, vulnerability scanning, or other technical security testing, and (iii) the inspection or audit is conducted in a manner that does not materially interrupt Skillframe’s business operations. You shall be solely responsible for all reasonable costs and fees associated with the inspection or audit described herein, unless the results demonstrate Skillframe’s non-compliance with this DPA. You shall immediately provide the results or conclusions of any inspection, test, or audit conducted to Skillframe, and Skillframe shall promptly remediate or resolve any significant or material vulnerability or deficiency identified therein.

7. Subcontracting

7.1. Subcontractors. You hereby acknowledge and agree that Skillframe may authorize the use of Subcontractors to assist with its provision of Services to You, provided Skillframe executes with any such Subcontractor a written agreement that contains terms and conditions that are substantially the same as, and in any event no less stringent than, the terms and conditions set forth in this DPA. Skillframe shall undertake all reasonable efforts to ensure that any such Subcontractor can comply, and is in compliance, with the terms and conditions set forth in this DPA. Skillframe shall, at any and all times, remain liable to You for any and all acts or omissions of a Subcontractor. For the avoidance of doubt, Skillframe shall ensure that any and all obligations and responsibilities applicable to Skillframe pursuant to this DPA shall apply to any and all Subcontractors.

8. Miscellaneous. This DPA is hereby incorporated into, and forms an integral part of, the Agreement. Each party’s execution of the Agreement shall be deemed execution of, and agreement to, this DPA. This DPA will be governed by and construed in accordance with governing law provisions set forth in the Agreement, and in the event no such provisions exist, then this DPA shall be governed by and construed in accordance with the laws of Ohio. References in this DPA to “writing” or “written” include e-mail communications and certified mail.

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Annex I

Nature and Scope of Processing

Data Controller	As Specified in the Order Form
Data Processor	Skillframe Inc. Key Center 3900 127 Public Square Cleveland, OH 44114
Purpose of Processing	Skillframe provides an AI-powered sentiment analysis platform for human resources purposes, and will Process Personal Data to provide these services to its customers.
Categories of Data Subjects	Skillframe’s customers, customers’ employees, consultants, contractors, agents, or similar individuals who are authorized by Skillframe’s customers to access and use the Services.
Types of Personal Data	Skillframe processes data including names, email addresses, phone numbers, IP addresses, resumes, cover letters, job titles, employment and education history, LinkedIn profiles, job descriptions, interview recordings and transcripts, interview feedback, candidate ratings and scores, AI-generated summaries, hiring manager notes, platform usage logs, user-submitted comments, and other metadata or insights derived from interviews and assessments.
Sensitive Personal Data	Biometric Data
Nature of Processing	To provide AI-powered sentiment analysis platform that assists employers in evaluating job candidates during employment recruitment. Personal Data: collection, recording, organization, storage, retrieval, use, disclosure, transfer, deletion, or destruction.