This Metix AI Agent Services Agreement (this "Agreement") governs Customer's access to and use of the AI recruiting agent platform and related AI Agent Services provided by OpenJobs AI Inc. d/b/a Metix AI, a Delaware corporation ("Metix"). This Agreement applies when Customer signs or otherwise accepts an order form, statement of work, online order, or similar ordering document that references or incorporates this Agreement (each, an "Order").
"Active Role" means a job requisition, search, or hiring need activated by Customer through the Services or under an Order.
"AI Agent Services" or "Services" means Metix's AI recruiting agent platform and related platform-enabled services for role intake, candidate discovery, matching, outreach support, interest confirmation, candidate presentation, and interview scheduling support. Services may include human quality review for platform quality control, but do not include traditional search agency services, third-party workforce administration, background checks, immigration services, or legal, tax, employment, or immigration advice.
"Candidate" means an individual identified, processed, contacted, matched, presented, or otherwise surfaced through the Services.
"Credit" means a usage unit purchased or allocated under an Order. Credits may include Role Activation Credits and Interview-Ready Candidate Credits if stated in the applicable Order.
"Customer Materials" means job descriptions, hiring criteria, company information, interview feedback, communications, data, content, instructions, and other materials provided by or on behalf of Customer.
"Interview-Ready Candidate" means a Candidate who has indicated interest in a Customer role and is reasonably available to participate in an interview or next-step hiring conversation, as determined through the Services.
"Order" means an order form, statement of work, online order, or similar ordering document referencing this Agreement.
"Role Activation Credit" means a Credit consumed when Customer activates an Active Role. Unless an Order states otherwise, role activation includes role setup, posting or sourcing setup, outreach configuration, candidate discovery, and identification of potentially qualified candidates for that Active Role.
"Privacy Laws" means applicable United States privacy and data protection laws, including the California Consumer Privacy Act, as amended, to the extent applicable to a party's performance under this Agreement.
Subject to this Agreement and the applicable Order, Metix will provide Customer with access to the Services during the term stated in the Order.
Customer is responsible for its users' access to the Services, all Customer Materials, hiring instructions, role requirements, interview decisions, employment decisions, and compliance with laws applicable to Customer's recruiting and hiring activities.
Customer will not use the Services to seek or process candidates located in the European Union, United Kingdom, or Canada unless Metix expressly agrees in a separate written Order or addendum.
The Services are intended to assist Customer with recruiting workflow automation and candidate discovery. Metix does not guarantee that any Candidate will be available, qualified, interested, interviewed, hired, or retained by Customer.
A Role Activation Credit is consumed when an Active Role is activated. An Interview-Ready Candidate Credit is consumed when a Candidate confirms interest and reasonable interview availability and is submitted, introduced, or scheduled for Customer through the Services.
Unless an Order expressly states otherwise, consumed Credits are non-refundable and are not restored if Customer does not interview, advance, select, engage, hire, or retain a Candidate, or if a Candidate withdraws, becomes unresponsive, declines an offer, or does not start work.
Credits may be used only for the AI Agent Services stated in the applicable Order. Unused Credits have no cash value and may not be converted into fees, credits, balances, or payments for any non-Agent service.
Customer grants Metix a limited, non-exclusive, worldwide right to use Customer Materials as necessary to provide, secure, support, improve, and operate the Services for Customer.
Customer represents that it has the rights and permissions necessary to provide Customer Materials to Metix and to authorize Metix to process such materials for recruiting workflow purposes.
Customer is responsible for ensuring that role requirements, screening criteria, hiring criteria, and instructions provided to Metix are lawful, accurate, non-discriminatory, and job-related.
Customer authorizes Metix to use the Services to support candidate identification, outreach, follow-up, qualification, interest confirmation, and scheduling for Customer's Active Roles.
Customer will promptly review Candidate submissions and provide reasonably timely feedback. Customer remains solely responsible for interview conduct, offer terms, hiring decisions, employment relationship decisions, and compliance with employment, labor, anti-discrimination, wage and hour, immigration, background check, and workplace laws applicable to Customer.
Metix may decline or suspend work on a role if Metix reasonably believes Customer's instructions, role criteria, or requested communications may violate law, platform policy, candidate privacy commitments, or this Agreement.
Each party will comply with Privacy Laws applicable to its performance under this Agreement. Metix will process personal information as necessary to provide and support the Services, operate and secure the platform, communicate with Candidates and Customer, and comply with applicable law.
Customer acknowledges that recruiting workflows may involve Candidate personal information, including profile information, contact information, employment history, role preferences, communications, interview availability, and related recruiting data.
Customer will not upload or request processing of sensitive personal information unless it is lawful, necessary, and expressly authorized under the applicable Order or written instructions accepted by Metix.
Metix may use subprocessors, service providers, hosting providers, communications tools, enrichment providers, and AI infrastructure providers to provide the Services, subject to commercially reasonable confidentiality, security, and data protection obligations.
Metix may maintain, use, and improve aggregated or de-identified information derived from use of the Services, provided it does not identify Customer or any Candidate.
Customer acknowledges that AI-enabled features may generate suggestions, rankings, summaries, classifications, outreach drafts, candidate insights, or other outputs that may be incomplete, inaccurate, or require human review.
Customer is responsible for independently reviewing AI outputs, Candidate information, and recruiting recommendations before relying on them or making any employment-related decision.
Metix does not provide legal, tax, employment, immigration, benefits, classification, background check, or reference check advice. Customer should consult its own advisors for such matters.
Customer will pay all fees stated in the applicable Order. Fees may include subscription fees, seat fees, platform fees, Role Activation Credit fees, Interview-Ready Candidate Credit fees, usage fees, implementation fees, and other AI Agent Services fees stated in an Order.
Unless an Order states otherwise, fees are due in advance and are non-refundable. Customer will pay invoices within ten (10) days after the invoice date unless the applicable Order states a different payment period.
Customer is responsible for taxes, duties, bank charges, payment processing fees, and similar governmental or transaction charges, other than taxes based on Metix's net income.
Metix may suspend access to the Services for overdue amounts after reasonable notice. Suspension does not relieve Customer of payment obligations.
This Agreement begins when Customer first accepts an Order referencing this Agreement and continues while any Order remains in effect.
Unless an Order states otherwise, the initial Order term is twelve (12) months. Either party may terminate this Agreement or an Order for material breach if the breach is not cured within thirty (30) days after written notice.
Upon expiration or termination, Customer will stop using the Services and pay all fees accrued or payable through the effective date of termination. Sections that by their nature should survive will survive, including payment obligations, confidentiality, intellectual property, privacy, disclaimers, limitations of liability, indemnity, governing law, and dispute provisions.
Metix and its licensors retain all rights, title, and interest in and to the Services, platform, software, AI models, workflows, know-how, templates, analytics, documentation, and improvements.
Customer retains ownership of Customer Materials. Subject to Customer's rights in Customer Materials, Metix owns all platform configurations, processes, methods, software, product improvements, and generalized learnings developed in connection with the Services.
Customer may use Candidate information provided through the Services solely for Customer's internal recruiting and hiring purposes and in compliance with applicable law and this Agreement.
Each party may receive non-public business, technical, financial, candidate, product, security, or operational information from the other party ("Confidential Information"). The receiving party will use Confidential Information only to perform or receive the Services and will protect it using reasonable care.
Confidential Information does not include information that is publicly available without breach, already known without confidentiality restriction, independently developed without use of the disclosing party's Confidential Information, or lawfully received from a third party without confidentiality restriction.
The receiving party may disclose Confidential Information when required by law, provided it gives reasonable notice when legally permitted.
Customer authorizes Metix to identify Customer as a customer and to use Customer's name and logo in Metix's customer lists, website, investor materials, sales materials, and other marketing materials in a reasonable and professional manner.
Metix may describe the general nature of the Services provided to Customer in case studies or sales references, provided Metix will not disclose Customer's Confidential Information or materially non-public hiring data without Customer's prior written consent.
Customer may withdraw permission for future public logo use by giving written notice, and Metix will use commercially reasonable efforts to remove the logo from new materials within a reasonable period.
Each party represents that it has authority to enter into this Agreement. Metix will provide the Services in a professional and workmanlike manner consistent with commercially reasonable practices for AI-enabled recruiting workflow services.
Except as expressly stated in this Agreement, the Services are provided "as is" and "as available." Metix disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted operation, and any guarantee of hiring, interview, candidate quality, candidate availability, business outcome, or employment outcome.
Customer will defend, indemnify, and hold harmless Metix from claims, damages, liabilities, costs, and expenses arising from Customer Materials, Customer's hiring decisions, Customer's employment practices, Customer's use of Candidate information, Customer's instructions, or Customer's violation of law or this Agreement.
Metix will defend Customer against a third-party claim alleging that the Services, as provided by Metix and used in accordance with this Agreement, infringe such third party's intellectual property rights, and will pay damages finally awarded or amounts agreed in settlement. Metix has no obligation for claims arising from Customer Materials, Customer instructions, modified Services, combination with non-Metix materials, or use outside this Agreement.
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, punitive, or lost profit damages, or for loss of goodwill, revenue, data, candidates, hires, or business opportunities, even if advised of the possibility of such damages.
Except for Customer's payment obligations, confidentiality violations, misuse of intellectual property, or indemnity obligations, each party's total liability arising out of or related to this Agreement will not exceed the amounts paid or payable by Customer to Metix under the applicable Order in the twelve (12) months before the event giving rise to liability.
Metix may update this Agreement from time to time by posting an updated version online. Unless otherwise stated, updates apply to new Orders and renewals after the updated version is posted.
For an active Order, material changes that adversely affect Customer's rights or obligations will not apply during the then-current Order term unless Customer accepts the updated Agreement, signs a new Order referencing the updated Agreement, or the change is required by law or necessary for security, privacy, or platform integrity.
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Delaware for disputes arising out of or relating to this Agreement.
Before filing a claim, the parties will attempt in good faith to resolve the dispute through executive-level discussions, except where a party seeks injunctive or equitable relief.
Neither party may assign this Agreement without the other party's prior written consent, except to an affiliate or in connection with a merger, reorganization, sale of substantially all assets, or change of control.
Neither party is liable for delay or failure to perform due to events beyond its reasonable control, except for payment obligations.
This Agreement, together with all Orders, is the entire agreement between the parties regarding the Services and supersedes prior or contemporaneous agreements on the same subject. If there is a conflict between this Agreement and an Order, the Order controls only for the specific Services, fees, term, usage limits, credit quantities, and commercial terms expressly stated in that Order.
Notices must be in writing and delivered to the addresses or email contacts stated in the applicable Order or otherwise designated by a party in writing.
The parties are independent contractors. This Agreement does not create an agency, partnership, joint venture, employment, fiduciary, or franchise relationship.