These Platform Subscription Terms (the “Terms”) are entered into between Talent Fabric Inc., a Delaware corporation with offices at 250 Greenwich Street, Floor 10, New York, NY 10007 (“Provider”, “Perfect”, “we”, “us”), and the customer identified on the applicable Order Form (“Customer”, “you”). These Terms, together with each Order Form and the documents incorporated by reference below, form the “Agreement” governing Customer’s access to and use of the Provider’s platform and services (the “Platform”).
By signing an Order Form that references these Terms, or by accessing or using the Platform, Customer agrees to be bound by the Agreement. If you are accepting on behalf of an entity, you represent that you have authority to bind that entity.
Incorporated documents
- each Order Form executed by the parties;
- the Data Processing Addendum (the “DPA”) available upon request; and
- the Privacy Policy at www.goperfect.com/privacy, which describes how the Provider handles personal data of website visitors and prospects.
Order of precedence. In the event of a conflict, the following order controls: (1) the DPA, solely as to the processing of personal data; (2) the Order Form, as to commercial terms; (3) these Terms; and (4) any other incorporated document.
1.Definitions
1.1“Order Form” means an ordering document signed by the parties that specifies the subscription purchased, including the number of Active Positions, the subscription term, fees, and any add-ons.
1.2“Active Position” means a single open job position or search that may run on the Platform at a given time, as the licensed, position-based unit of the subscription. The subscription includes unlimited users and unlimited candidate discovery and outreach for each Active Position, subject to the Fair Use terms below.
1.3“Customer Data” means all data, inputs, and content that Customer or its users submit to or generate through the Platform, including position descriptions, candidate records added by Customer, and mailbox content accessed under an authorized email integration.
1.4“Outputs” means match scores, rankings, summaries, drafted messages, and other results the Platform generates for Customer from Customer Data or sourced candidate data.
1.5“Sourced Candidate Data” means publicly or commercially available candidate profile information that the Provider makes available for discovery within the Platform and that does not originate from Customer.
1.6“Documentation” means the Provider’s then-current user guides and materials for the Platform.
2.The Platform and License Grant
2.1Access. Subject to the Agreement and payment of fees, the Provider grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the subscription term for Customer’s internal recruiting and hiring purposes, in accordance with the Documentation and the applicable Order Form.
2.2Users. The subscription includes unlimited users. Customer may permit its employees and authorized contractors to use the Platform as users. Customer is responsible for its users’ compliance with the Agreement and for all activity under its account.
2.3Restrictions. Customer shall not, and shall not permit any third party to: (a) resell, sublicense, or provide the Platform to a third party as a service bureau; (b) reverse engineer, decompile, or attempt to derive source code, except to the extent that restriction is prohibited by law; (c) copy, modify, or create derivative works of the Platform; (d) use the Platform to build a competing product; (e) circumvent usage limits or access controls; (f) introduce malicious code or interfere with the Platform’s operation; or (g) use the Platform other than as permitted by the Agreement and applicable law.
2.4Fair use. The subscription provides unlimited candidate discovery and outreach per Active Position for normal recruiting use. The Provider may apply reasonable measures to prevent abusive, automated-scraping, or non-recruiting use, and will give notice before applying restrictions where practicable.
3.Orders and Subscriptions
3.1Order Forms. Each subscription is set out in an Order Form. The commercial terms in the Order Form (Active Positions, term, fees, start date, and any add-ons) form an integral part of the Agreement and prevail over these Terms as to those commercial terms.
3.2Position-based pricing. Pricing is based on the number of Active Positions and not on the number of users or seats. Users are unlimited.
3.3Additional capacity. If Customer adds Active Positions or other billable capacity mid-term, those additions are charged at the unit price in the then-current Order Form, billed pro-rata for the remainder of the billing period, and co-terminate with the existing term, unless the parties agree otherwise in writing.
3.4Price protection. Fees for a given term are locked for that term and will not change during it without Customer’s prior written approval. Any increase at renewal will not exceed twenty percent (20%) over the immediately preceding term unless otherwise agreed in writing.
3.5Add-ons and services. Integrations, custom builds, add-ons, and customer success services are included only to the extent expressly stated in an Order Form, and are not otherwise included in the subscription.
4.Customer Obligations and Acceptable Use
4.1Lawful use. Customer is responsible for its use of the Platform and for ensuring that its use, its Customer Data, and its instructions comply with all laws applicable to Customer, including employment, anti-discrimination, privacy, and electronic-communications laws.
4.2Rights in Customer Data. Customer represents that it has all rights, consents, and lawful bases necessary to submit Customer Data to the Platform and to authorize the Provider to process it to provide the Platform, including any consents required to connect a mailbox under the email integration.
4.3Email integration. Where Customer enables the outbound email integration, Customer authorizes the Provider, through its OAuth-based email provider, to send messages on Customer’s behalf and to access mailbox content scoped to Platform-created threads, on an opt-in, per-user basis. Customer is responsible for compliance with applicable anti-spam and electronic-communications laws (e.g., CAN-SPAM, CASL, PECR) in its outreach.
5.Responsible Use of AI in Hiring
5.1Decision-support tool. The Platform provides decision-support outputs, including match scores and rankings, intended to assist human recruiters. The Platform is not designed to make, and Customer shall not configure or rely on it to make, final hiring or rejection decisions on a solely automated basis. Customer shall ensure meaningful human review of Platform Outputs before any decision producing legal or similarly significant effects on a candidate.
5.2Employer responsibilities. As the employer and decision-maker, Customer is the controller of its hiring process and is responsible for compliance with laws governing the use of automated or AI-assisted tools in employment. Without limiting the foregoing, Customer is responsible, where applicable, for: (a) any bias-audit, notice, and candidate-disclosure obligations (for example, under New York City Local Law 144 governing automated employment decision tools); (b) deployer obligations applicable to high-risk AI systems used in employment (for example, under the EU AI Act); and (c) equal-opportunity and anti-discrimination requirements (for example, Title VII and applicable EEOC guidance).
5.3Provider support. The Provider will make available reasonable information about the logic and intended operation of the Platform’s scoring to support Customer’s transparency and audit obligations, subject to the Provider’s confidentiality and intellectual-property rights. The Provider will reasonably cooperate with Customer’s bias-audit and impact-assessment efforts.
5.4No protected-characteristic targeting. Customer shall not use the Platform to target, include, or exclude candidates on the basis of a protected characteristic except as expressly permitted by applicable law.
6.Customer Data, Intellectual Property and Outputs
6.1Customer ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data and, subject to the Provider’s underlying platform rights, in the Outputs generated for Customer. The Provider obtains no ownership of Customer’s intellectual property by virtue of the Agreement.
6.2License to Provider. Customer grants the Provider a limited, non-exclusive license to host, process, and use Customer Data solely to provide, maintain, secure, and support the Platform for Customer and as instructed by Customer.
6.3Provider ownership. The Provider retains all right, title, and interest in and to the Platform, the Documentation, its underlying models and software, and all related intellectual property.
6.4Aggregated and de-identified data. The Provider may generate and use aggregated and de-identified data (which does not identify Customer or any individual) to operate, analyze, and improve the Platform. The Provider will not use Customer Data to train generalized AI or machine-learning models except as expressly permitted in writing by Customer. The Provider does not use data received through Google Workspace APIs to develop or improve generalized AI or ML models.
7.Data Protection and Privacy
7.1DPA. The processing of personal data under the Agreement is governed by the DPA, which is incorporated by reference. To the extent the DPA conflicts with these Terms regarding personal data, the DPA controls.
7.2Roles. For Customer Data, Customer is the controller (or business) and the Provider is the processor (or service provider), as set out in the DPA. The Provider processes such personal data only on Customer’s documented instructions and to provide the Platform.
7.3Sub-processors and transfers. The Provider’s sub-processors and cross-border transfer mechanisms are described in the DPA. The Provider will give notice of new sub-processors and an opportunity to object as set out in the DPA.
7.4Data export and deletion. Customer may export Customer Data through the Platform’s self-service export during the term. After termination, the Provider will delete or return Customer Data in accordance with the DPA and its retention practices, except where retention is required by law.
8.Confidentiality
8.1Definition. “Confidential Information” means non-public information disclosed by one party to the other that is marked or should reasonably be understood as confidential, including the Platform, pricing, and Customer Data.
8.2Obligations. The receiving party will use Confidential Information only to perform under the Agreement, protect it with reasonable care, and not disclose it except to personnel and advisors bound by confidentiality. Exclusions apply for information that is public, independently developed, or rightfully received without restriction.
8.3Compelled disclosure. A party may disclose Confidential Information if required by law, provided it gives reasonable prior notice where permitted.
9.Security
9.1Security measures. The Provider will maintain appropriate technical and organizational measures designed to protect Customer Data, consistent with its Security Documentation.
9.2Certifications. The Provider maintains a SOC 2 Type II examination and will make its report or summary available to Customer under confidentiality, on reasonable request, no more than once annually.
9.3Incident notification. The Provider will notify Customer without undue delay after becoming aware of a security incident affecting Customer Data and will reasonably cooperate in investigation and remediation, as further described in the DPA.
10.Fees, Payment and Taxes
10.1Fees. Customer will pay the fees set out in each Order Form. Fees are invoiced in advance unless the Order Form states otherwise.
10.2Payment terms. Invoices for annual, semi-annual, and quarterly billing are due within thirty (30) days of the invoice date. Where monthly billing is agreed and approved, invoices are due within fifteen (15) days.
10.3Late payment and suspension. Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law. The Provider may suspend access for material non-payment after no less than thirty (30) days’ prior notice.
10.4Taxes. Fees are exclusive of taxes. Customer is responsible for applicable sales, use, VAT, and similar taxes, excluding taxes on the Provider’s net income.
11.Term, Renewal and Termination
11.1Term. Each subscription runs for the initial term stated in the Order Form (the “Initial Term”), typically twelve (12) months. The subscription is non-cancellable for convenience during the Initial Term.
11.2Renewal. Unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term, the subscription renews for successive twelve (12) month terms at the Provider’s then-current rates, subject to the renewal cap in Section 3.4. A renewal term may be terminated for convenience on not less than thirty (30) days’ notice.
11.3Termination for cause. Either party may terminate the Agreement on thirty (30) days’ written notice of a material breach that remains uncured, or immediately if the other party becomes insolvent.
11.4Effect of termination. On termination, Customer’s right to use the Platform ends. Fees paid or payable for the Initial Term are non-refundable except as expressly stated. If the Provider terminates a renewal term without cause, it will refund prepaid, unused fees. Sections that by their nature survive (including confidentiality, intellectual property, limitation of liability, and governing law) survive termination.
12.Warranties and Disclaimers
12.1Mutual. Each party warrants that it has authority to enter into the Agreement.
12.2Provider warranty. The Provider warrants that the Platform will perform materially in accordance with the Documentation during the term. Customer’s exclusive remedy for breach of this warranty is the Provider’s reasonable efforts to correct the non-conformity or, if it cannot, termination of the affected subscription and a refund of prepaid, unused fees.
12.3Disclaimer. Except as expressly stated, the Platform is provided “as is.” To the maximum extent permitted by law, the Provider disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. The Provider does not warrant that Outputs, scores, or candidate matches will be accurate, complete, or suitable for any particular hiring decision, which remains the Customer’s responsibility under Section 5.
13.Limitation of Liability
13.1Exclusion. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenue, arising out of the Agreement, even if advised of the possibility.
13.2Cap. Except for the Excluded Claims below, each party’s total liability arising out of the Agreement will not exceed the fees paid or payable by Customer in the twelve (12) months preceding the event giving rise to the claim.
13.3Excluded claims. The exclusion and cap do not apply to: (a) Customer’s payment obligations; (b) either party’s indemnification obligations; (c) a party’s breach of confidentiality; or (d) liability that cannot be limited by law.
14.Indemnification
14.1By Provider. The Provider will defend Customer against third-party claims that the Platform, as provided and used in accordance with the Agreement, infringes that third party’s intellectual-property rights, and will indemnify Customer for resulting damages finally awarded or settled. The Provider has no obligation for claims arising from Customer Data, Customer’s combinations, or use outside the Agreement.
14.2By Customer. Customer will defend the Provider against third-party claims arising from Customer Data, Customer’s use of the Platform in violation of the Agreement or law, or Customer’s hiring decisions, and will indemnify the Provider for resulting damages finally awarded or settled.
14.3Procedure. The indemnified party will give prompt notice, allow the indemnifying party to control the defense, and provide reasonable cooperation. No settlement that imposes liability on the indemnified party may be made without its consent.
15.Third-Party Services and Integrations
15.1Integrations. The Platform may integrate with third-party services, including applicant tracking systems and LinkedIn. Use of those services is subject to the third party’s terms, and the Provider is not responsible for third-party services.
15.2LinkedIn / InMail. Where applicable, InMail or similar functionality is available only to the extent Customer maintains an active subscription with the relevant provider that supports it, and remains subject to that provider’s terms and limits.
16.Governing Law and Dispute Resolution
16.1Governing law. The Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws rules.
16.2Dispute resolution. Any dispute arising out of the Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in New York, New York. Each party waives any right to participate in a class action. Either party may seek injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information.
17.General
17.1Entire agreement. The Agreement is the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous proposals and discussions relating to that subject matter. An Order Form prevails over these Terms as to commercial terms; the DPA prevails as to personal data.
17.2Changes. The Provider may update these Terms on reasonable notice; material changes apply at the start of the next renewal term unless required sooner by law.
17.3Assignment. Neither party may assign the Agreement without the other’s consent, except to an affiliate or in connection with a merger or sale of substantially all assets, on notice.
17.4Force majeure. Neither party is liable for delay or failure due to causes beyond its reasonable control.
17.5Notices. Notices must be in writing and sent to the contacts on the Order Form or, for the Provider, to legal@goperfect.com.
17.6Severability and waiver. If any provision is unenforceable, the rest remains in effect. No waiver is effective unless in writing.
17.7Relationship. The parties are independent contractors. Nothing creates a partnership, agency, or joint venture.