Customer Terms of Service

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICE. BY USING THE SERVICE, CLICKING ACCEPT, OR OTHERWISE AGREEING TO THESE TERMS, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ACCEPTING FOR A COMPANY, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND IT.

This agreement is between HappyFleet AI, Inc., a Delaware corporation (HappyFleet), and the customer agreeing to these terms (Customer).

1. Software service

This agreement provides Customer access to and use of an internet-based AI recruiting platform, including its features, functions, user interface, and underlying software (the Service). Commercial terms (plan, fees, included candidate volume, billing, and renewal) are set out in the order Customer selects and accepts at checkout through HappyFleet's payment provider, currently Stripe, or in a signed order form if the parties use one (each, an Order). If an Order conflicts with this agreement, the Order controls for that Order.

2. Use of Service

a. Access and License. As specified on the Order, HappyFleet grants Customer a limited, non-exclusive, non-transferable right to access and use the Service for Customer's internal business recruiting during the term.

b. Customer Responsibilities. Customer: (i) must keep its passwords secure and use industry-standard password management; (ii) is responsible for Customer Data and all activity in its account; (iii) must use commercially reasonable efforts to prevent unauthorized access, and notify HappyFleet promptly of any unauthorized access; and (iv) may use the Service only in accordance with the Service's technical documentation and applicable law.

c. Restrictions. Customer may not: (i) use the Service to store or transmit unlawful, infringing, discriminatory, deceptive, or fraudulent material; (ii) interfere with or disrupt the integrity or performance of the Service; (iii) attempt to gain unauthorized access to the Service or its related systems; (iv) reverse engineer the Service, except as applicable law allows despite this limitation; or (v) access the Service to build a competitive product or copy any feature for competitive purposes.

d. Suspension. HappyFleet may suspend the Service if it reasonably believes Customer's use threatens the security, availability, or legality of the Service.

3. Customer Data and Candidate Data

a. Ownership and Grant. All data Customer or its users submit to the Service, and all candidate data the Service collects or generates for Customer, including applications, resumes, call recordings, transcripts, AI-generated summaries and scores, and pipeline activity (collectively, Customer Data, and the candidate portion, Candidate Data), remain the property of Customer as between the parties. Customer grants HappyFleet a non-exclusive right to use, host, and process Customer Data only as necessary to properly provide the Service.

b. Roles and Data Processing. For Candidate Data, HappyFleet acts as Customer's processor and service provider, and Customer acts as the controller and business, and HappyFleet processes Candidate Data on Customer's documented instructions. If data protection laws that apply to Customer require a data processing addendum, the HappyFleet Data Processing Addendum (the DPA) applies to and is incorporated into this agreement, and the DPA controls any conflict about personal data.

c. No Sale. HappyFleet will not sell Candidate Data.

d. Statistical Information. HappyFleet may compile de-identified and aggregated statistical information about use of the Service and may use it for any lawful purpose, provided it does not identify Customer, any candidate, or any individual and cannot reasonably be re-identified. HappyFleet retains all intellectual property rights in this statistical information.

4. AI hiring laws, notices, and consents

a. Customer Responsibility. The Service helps assess and score job candidates. Customer is the employer and decision-maker and is responsible for legal compliance. Customer must:

• (i) comply with all employment, anti-discrimination, AI-hiring, call-recording, biometric, and candidate-communication laws that apply to its use of the Service, and applicable state wiretap and biometric laws;
• (ii) post the candidate notices those laws require within the required timeframes;
• (iii) obtain the candidate notices and consents those laws require, including for AI use, call recording and transcription, any biometric data, and SMS and AI-voice or prerecorded calls; and
• (iv) keep the candidate disclosure, consent, and recording screens HappyFleet provides enabled, and not alter or disable the in-call recording disclosure.

b. HappyFleet Support. HappyFleet will help support Customer's compliance by providing configurable, timestamped, and logged candidate disclosure, consent, recording, and accommodation-request screens; the developer documentation a deployer needs; and retention of automated-decision records during the term of an Order (which Customer can export during the term of an Order).

c. No Legal Advice; Not the Employer. HappyFleet does not provide legal advice, does not decide whom Customer hires, and does not act as the employer.

5. Fees and payment

a. Fees. Customer must pay the fees for the Order. Fees are billed in advance for each billing period stated in the Order and are non-refundable except as required by law. Candidate usage above the included volume is billed at the overage rate in the Order.

b. Taxes. Fees do not include taxes. Customer is responsible for taxes other than HappyFleet's income taxes.

c. Suspension. HappyFleet may suspend the Service after electronic notice until payment is made. Customer is responsible for keeping its most recent updated email address within the Service for notice purposes.

d. Free Trial. If HappyFleet offers Customer a free trial, HappyFleet provides the Service free for the period it specifies. During the trial the Service is provided as is, with no warranty or uptime commitment, and HappyFleet may change or end the trial at any time. Unless Customer cancels before the trial ends, the paid subscription begins and fees start.

6. Warranty and disclaimer

a. Limited Warranty. HappyFleet warrants that it will make commercially reasonable efforts to ensure that the Service will perform materially as described in its technical documentation during the paid term of an Order. Customer's exclusive remedy for breach of this warranty is for HappyFleet to correct the problem or, if it cannot within a reasonable time, terminate the affected Order and refund pre-paid, unused fees for the affected period.

b. EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SERVICE IS PROVIDED 'AS IS' WITHOUT WARRANTY. HAPPYFLEET DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HAPPYFLEET DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND IS NOT RESPONSIBLE FOR HIRING OUTCOMES, CANDIDATE QUALITY, OR CUSTOMER'S COMPLIANCE WITH EMPLOYMENT OR OTHER LAWS.

7. Mutual confidentiality

a. Definition. Confidential Information means all non-public technical and business information disclosed by a party (the Discloser) to the other (the Recipient), whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). HappyFleet's Confidential Information includes the Service and pricing.

b. Protection. Recipient: (i) may not use Confidential Information outside this agreement; and (ii) must limit access to its employees and contractors who need it for purposes consistent with this agreement and who are under confidentiality duties no less protective than these.

c. Exclusions. Confidential Information excludes information that: (i) is or becomes public without breach of this agreement; (ii) the Recipient knew before disclosure; (iii) the Recipient received from a third party without a duty of confidence; or (iv) the Recipient independently developed. The Recipient may disclose Confidential Information if law or court order requires, after giving the Discloser advance notice to seek a protective order.

8. Property

HappyFleet and its licensors are the sole owners of the Service and all related intellectual property rights. Customer may not remove or modify any proprietary marking. HappyFleet reserves all rights not expressly granted in this agreement.

9. Term and termination

a. Term. This agreement starts on the Order start date and continues for the term stated in the Order and renews for the duration as stated in the Order.

b. Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate at the end of a 30-day written notice and cure period if the breach is not cured.

c. Effect of Termination. For 30 days after termination, on request HappyFleet will make Customer Data available for export. After that, HappyFleet has no obligation to keep Customer Data and may delete it, subject to the DPA, and applicable law.

10. Liability limit

a. TO THE MAXIMUM EXTENT ALLOWED BY LAW, HAPPYFLEET IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGE OR LOSS.

b. TO THE MAXIMUM EXTENT ALLOWED BY LAW, HAPPYFLEET'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT EXCEED THE GREATER OF THE FEES CUSTOMER PAID OR OWES FOR THE SERVICE IN THE 6 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM.

11. Indemnification

a. By HappyFleet. HappyFleet will defend Customer against any third-party claim that the HappyFleet technology used to provide the Service infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret, and will pay the costs, damages, and HappyFleet-approved settlement amounts, if Customer promptly notifies HappyFleet of the claim in writing, cooperates in the defense, and lets HappyFleet solely control the defense and settlement. If such a claim is likely, HappyFleet may modify the Service, obtain the necessary rights, or terminate the affected Order and refund pre-paid, unused fees. HappyFleet has no obligation for any claim arising from Customer Data, Candidate Data, Customer's configurations or instructions, use outside this agreement, or combination with anything HappyFleet did not provide. THIS IS HAPPYFLEET'S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT.

b. By Customer. Customer will defend HappyFleet against any third-party claim arising from Customer Data or Candidate Data, Customer's use of the Service, Customer's breach of the use restrictions or its confidentiality obligations, or Customer's failure to comply with the laws, notices, and consents in Section 4, and will pay the resulting costs, damages, and settlement amounts.

c. Procedure. The party seeking indemnity must promptly notify the other, let it control the defense, and reasonably cooperate. Neither party may settle a claim in a way that imposes liability or an admission on the other without consent.

12. Governing law and forum

This agreement is governed by the laws of the State of California (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be brought exclusively in the federal or state courts for San Francisco County, California, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys' fees and costs from the other party.

13. Other terms

a. Entire Agreement and Changes. This agreement and the Orders are the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. No modification or waiver of any term is effective unless both parties sign it, except that HappyFleet may update this agreement through an online process, with changes applying to a renewal term.

b. Assignment. Neither party may assign or transfer this agreement, except that the agreement and all Orders may be assigned without the other party's consent as part of a merger or sale of all or substantially all of a party's business or assets not involving a competitor of the other party, or to an affiliate.

d. Independent Contractors. The parties are independent contractors with respect to each other, and neither party is an agent, employee, or partner of the other party.

e. Force Majeure. Neither party is liable for its non-performance due to events beyond its reasonable control, whether foreseeable or not, including natural events and disasters, labor disruptions, disruptions in the supply of utilities, and public Internet failures.

f. Export. Each party will comply with applicable export and sanctions laws and confirms it is not on a U.S. denied-party list.

g. Equitable Relief. Any breach of this agreement or violation of the other party's intellectual property rights could cause irreparable harm. The other party may seek a court order to stop any breach or avoid any future breach.

h. Severability. If any term of this agreement is invalid or unenforceable, the other terms remain in effect.

i. Survival. Provisions on payment, confidentiality, data, intellectual property, disclaimers, limitation of liability, indemnification, and these general terms survive termination of this agreement. The UN Convention on Contracts for the International Sale of Goods does not apply.

j. Feedback. If Customer provides feedback or suggestions about the Service, HappyFleet may use them without obligation to Customer.