Master Client Agreement

1. THE SERVICE

1.1 Access. Provider grants Client a non-exclusive, non-transferable right to access and use the Offerdox recruitment platform (the “Service”) as described in an executed Order Form.

1.2 Availability. Provider warrants that the Service will maintain 99.9% uptime availability, excluding scheduled maintenance. Client’s sole remedy for a breach of this warranty is a pro-rata credit of fees for the affected month.

2. DATA OWNERSHIP & PRIVACY

2.1 Client Data. Client owns all rights to "Client Data" (recruiter notes, interview feedback, and internal disposition records). Provider processes this data as a "Service Provider" under the CPRA/GDPR as detailed in Exhibit B (DPA).

2.2 Candidate Profile. Candidates retain ownership of their "Candidate Profile" (resumes and contact info). Provider hosts these as portable profiles for the Candidate’s independent use across the Offerdox network. Client acknowledges that Provider may obtain direct consent from Candidates to maintain these profiles independent of Client’s account.

2.3 Security. Provider shall maintain the safeguards described in Exhibit A (Security Exhibit).

3. INTELLECTUAL PROPERTY

3.1 Provider Rights. Provider retains all ownership of the Service, including software, branding, and aggregated de-identified data used for system improvements.

3.2 Restrictions. Client shall not reverse engineer, decompile, or attempt to derive the source code of the Service.

4. TERM & TERMINATION

4.1 Term. This Agreement begins on the Effective Date and continues for the "Initial Term" set forth in the Order Form.

4.2 Auto-Renewal & Pricing. This Agreement automatically renews for successive 12-month periods unless either party gives 30 days’ written notice of non-renewal. Provider reserves the right to increase fees for any Renewal Term by providing notice at least 60 days prior to the end of the current term.

4.3 Post-Termination. Client may export Client Data in .CSV format for 30 days following termination. Consistent with Section 2.2, Candidate Profiles are not deleted upon termination.

5. FEES & PAYMENT

5.1 Payment. Client shall pay all fees specified in the Order Form. Payments are due within 30 days of the invoice date. Late payments may be subject to a 1.5% monthly interest charge.

5.2 Taxes. Fees are exclusive of any applicable sales, use, or value-added taxes. Client is responsible for paying all taxes associated with its purchase, excluding those based on Provider's net income.

6. SUPPORT & MAINTENANCE

6.1 Support. Provider will provide "Best Efforts" technical support via email during standard business hours (9:00 AM – 5:00 PM PT, Monday through Friday, excluding public holidays).

6.2 Maintenance. Provider will use reasonable efforts to perform scheduled maintenance between 10:00 PM and 2:00 AM PT. Provider will notify Client of any planned downtime exceeding one (1) hour at least 24 hours in advance.

7. LIMITATION OF LIABILITY

7.1 General Cap. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY’S TOTAL AGGREGATE LIABILITY SHALL EXCEED THE TOTAL FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7.2 Data Breach Super Cap. LIABILITY FOR UNAUTHORIZED DISCLOSURE OF PERSONAL DATA SHALL BE LIMITED TO TWO TIMES (2X) THE GENERAL CAP SET FORTH ABOVE.

8. GENERAL PROVISIONS

8.1 Order of Precedence. In the event of a conflict, the order of priority is: (1) the Order Form, (2) this Agreement, and (3) the Exhibits.

8.2 Governing Law & Dispute Resolution. Governed by California law. Disputes shall be settled by binding arbitration in San Francisco, CA, administered by JAMS.