TERMS OF SERVICE
Last modified: March 1, 2025
This Terms of Service (this “Agreement”) is made and entered by and between Ogment, Inc., a Delaware corporation (the “Provider”) and Service Receiver named in the Order (the "Service Receiver"), and together with the Provider, the "Parties", and each, a "Party").
Provider, owner of a certain software application, is providing Service Receiver with limited access to its offering for evaluation of the Services described in the Order. Upon mutual agreement and consideration, the Parties acknowledge the evaluation will follow the terms and conditions of this Agreement.
Definitions Used in This Agreement
For the purposes of this Agreement, the following definitions apply:
"Access Credentials" means any username, identification number, password, license or security key (including any API key), security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Services and APIs.
“Active Search” means a continuous sourcing process where the AI identifies, and updates candidate lists based on hiring needs.
"AI Agents" means autonomous intelligent systems performing specific tasks without human intervention.
"AI Feature" means any feature, functionality, or component of the Services that incorporates, uses, depends on, or employs any AI Technology.
"AI Service Receiver Input" means information, data, materials, text, prompts, images, or other content that is (a) input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available by or on behalf of Service Receiver or any Authorized User for Processing by or through an AI Feature, or (b) collected, downloaded, or otherwise received by an AI Feature for or on behalf of Service Receiver or any Authorized User, including in the case of (a) and (b) for purposes of fine-tuning, grounding, or otherwise modifying, refining, adapting, or customizing an AI Feature by, for, or on behalf of Service Receiver.
"AI Recruiting Premium Resume" means a structured and enriched version of a candidate’s resume, processed using AI to highlight key skills, experience, and relevance for specific job roles.
"AI Technology" means Provider’s technology of AI human resources services provided through AI Agents.
"API" means any application programming interface set forth in an Order, made available by Provider in connection with the Services, or otherwise necessary to use, integrate, or interoperate with the Services.
"Contact Data Fields" means information fields related to candidate or company contact details, including names, phone numbers, emails, and professional social media links.
"Shortlisted Candidates Per Month" means the maximum number of candidates that the system recommends for further review within a given month.
"Service Receiver Data" means any and all information, data, materials, works, expressions, or other content that is (a) uploaded, input, or entered into the Services by or on behalf of Service Receiver or any Authorized User, including for Processing, (b) provided, transferred, or made available to Provider or representatives by or on behalf of Service Receiver or any Authorized User, including for Processing by or through the Services or for developing or creating Deliverables, or (c) collected, downloaded, or otherwise received by Provider or the Services for or on behalf of Service Receiver or any Authorized User. Except for Aggregated Data, output, copies, reproductions, improvements, reports, modifications, adaptations, translations, and other derivative works of, based on, derived from, or otherwise using any Service Receiver Data are not Service Receiver Data. For the avoidance of doubt, Service Receiver Data includes all AI Service Receiver Inputs, Aggregated Data, and Personal Information.
"Service Receiver Equipment" means any hardware, software, or digital infrastructure owned by the Service Receiver and used to access or integrate with Services.
"Service Receiver Intellectual Property" means any documents, data, know-how, methodologies, software, and other materials provided to the Provider by the Service Receiver.
"Service Receiver Materials" means any proprietary data, documentation, job descriptions, or recruitment-related content provided by the Service Receiver for use in Provider’s services.
"Deliverables" means the results of the AI Technology, and other documents, and work product that Provider is required to provide or make available to Service Receiver in connection with the Services, including any and all items specifically identified as Deliverables in any Order.
"Documentation" means all user manuals, instructions, guides, model cards, and other specifications and technical materials, in any form or media, relating to the Services and provided or made available by Provider as of the effective date of the applicable Order and any updates thereto, provided that such updates do not materially diminish or degrade the description, features, or functions of the Services.
"Evaluations Per Day", means the number of candidate profiles that Provider’s AI Evaluator can analyze and assess daily.
“AI Evalutor” means the automated analysis and assessment of candidate profiles by Provider’s AI Evaluator based on predefined criteria, including qualifications, experience, and skills, to determine suitability for a role.
"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
"Global Resume Data License" means a license to access a database of aggregated resume data, used to search, evaluate candidates for sourcing.
"Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
"M&A w/ LI URL" means a dataset or API reference containing LinkedIn profile URLs and metadata related to potential candidates, used for AI-driven recruiting workflows.
"Open-Source Components" means any software component that is subject to any open source copyright license agreement.
"Person Enrichment API" means an API that enhances candidate data by appending publicly available or consented personal information, such as professional history, social media presence, and contact details.
"Personal Information" means information provided to Provider by or at the direction of Service Receiver, information which is created or obtained by Provider on behalf of Service Receiver, or information to which access was provided to Provider by or at the direction of Service Receiver, in the course of Provider's performance under this Agreement that identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers), answers to security questions, an individual's internet activity or similar interaction history, inferences drawn from other personal information to create consumer profiles, an individual's commercial, employment, or education history, and other personal characteristics and identifiers). Service Receiver's business contact information is not by itself deemed to be Personal Information.
"Premium Company Data Fields" means additional metadata about companies, including industry classification, description, company size, funding, hiring trends, and key decision-makers.
"Privacy Policy" means Provider’s Privacy Policy available at https://www.ogment.ai/.
"Process" means to take any action or perform any operation or set of operations on any data, information, material, work, expression, or other content, including to (a) collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other improvements or derivative works, (b) process, weigh, perform statistical analysis, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or (c) block, erase, or destroy. "Processing" and "Processed" have correlative meanings.
"Provider Intellectual Property" means Confidential Information, APIs, Work Product, Aggregated Data.
"Terms of Use" means Provider Terms of Use available at https://www.ogment.ai/.
"Third-Party Materials" means any materials and information, including documents, data, know-how, ideas, methodologies, specifications, software, algorithms, AI Technology, content, and technology, in any form or media, in which any Person other than Service Receiver or Provider owns any Intellectual Property Right, but specifically excluding Open-Source Components.
"Training Data" means any and all information, data, materials, text, prompts, images, and other content that is used to train, validate, test, retrain, or improve any AI Technology, except for Service Receiver Data.
"Work Product" means all Deliverables and other documents, work product, and materials related thereto, together with all ideas, concepts, processes, and methodologies developed in connection therewith, whether or not embodied therein.
- Services. Provider agrees to provide Services as defined in the Order.
- Term. Service Receiver may access and utilize the Services for six (6) months from the Service Start Date unless terminated earlier in accordance with the terms and conditions of the Agreement (the "Term").
- Termination. At the end of the Term, the Agreement will automatically renew for successive renewal terms equaling the initial term unless Service Receiver notifies the Provider in writing thirty (30) days prior to the termination of the current Term. Subscription renewal will be at a 25% increase of the current contracted rate excluding “1-Time Discounted Items” as defined in the Order. Any Order may be terminated at any time by any Party with a thirty (30) days written notice to the other Party. Provider may terminate Service Provider’s access to the Platform and / or Services with or without notice if Service Receiver violates any provisions of the Order, this Agreement or Terms of Use.
- Fees. Service Receiver agrees to pay the Fees for the Services as defined in the Order.
- Testing Features Access. The Services are provided via the Testing Features as defined in the Terms of Use.
- Authorized Users. The total number of Authorized Users who can access the Services during the Term is specified in the Order. Service Receiver can request an increase in the number of Authorized Users, subject to Provider's written approval and potential additional costs.
- Documentation. Provider will make available to Service Receiver the Documentation for use in connection with the Services.
- Service Receiver Interference. If Provider’s performance of its obligations under this Agreemnet is prevented or delayed by any act or omission of Service Receiver, agents, subcontractors, consultants, or employees outside of Provider’s reasonable control, Provider not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Service Receiver, in each case, to the extent arising directly or indirectly from such prevention or delay.
- License Grant.
- Provision of Access. Provider shall provide Service Receiver’s and access to the Services within five (5) business days from the Service Start Date as defined in the Order. Provider shall, as part of the Fees for the Services and at no additional cost to Service Receiver, provide Service Receiver the Access Credentials (or ability to create Access Credentials), any APIs, and Documentation and all steps necessary to make the Services ready and available for Service Receiver and their Authorized Users to access and use as of the Services in accordance with the Order, and this Agreement.
- Subject to this Agreement, Provider grants Service Receiver a non-exclusive, non-transferable license to access and use the Service solely for Service Receiver's internal evaluation during the period as stipulated in the Order. To complete the Services, Provider has licensed the Global Resume Data License with M&A w/ LI URL, AI Recruiting Premium Resume, Premium Company Data Fields, and Person Enrichment API with Contact Data Fields in the limits defined in the each Order.
- Use Limitations and Rights. Provider retains all rights not expressly granted to Service Receiver in this Agreement, including all intellectual property rights in the Services, Documentation, and Provider Intellectual Property. Service Receiver's use is strictly confined to the access granted in this Agreement, and any misuse of the Services or Documentation, including but not limited to, unlawful activities, unauthorized copying or modification, and infringement of intellectual property rights, is strictly prohibited.
- Service Receiver Responsibilities. Service Receiver agrees to use the Services in a manner consistent with the Documentation and in accordance with the terms of this Agreement. Service Receiver may not: (a) commercialize, distribute, resell, or enable access to the Service to any third party; (b) copy, modify, or create derivative works of the Service; or (c) reverse engineer the Service. Service Receiver also agrees to use the Services in accordance with all applicable laws and regulations, and not to use the Services for any unlawful purposes. Service Receiver understands that the purpose of the evaluation is to assess the suitability of the Services for Service Receiver's business needs, and therefore agrees to provide Provider with honest, accurate, and timely feedback.
- Confidentiality. Service Receiver agrees to keep confidential any information received from the Provider, including details about the Services and other business, financial or technical information (the "Confidential Information"). Service Receiver will use the Confidential Information only as needed for this Agreement, will not share it with anyone without the Provider's written permission, and will protect it from disclosure with at least the same care as its own confidential information. If legally required to disclose any Confidential Information, the Service Receiver will notify the Provider in time to allow for protective measures.
- Intellectual Property.
- Service Receiver’s Ownership. Service Receiver may provide Service Receiver Data to Provider in connection with this Agreement. As between Service Receiver and Provider, Service Receiver is and will remain the sole and exclusive owner of all right, title, and interest in and to all Service Receiver Data, including all Intellectual Property Rights relating thereto.
- Subject to the terms and conditions of this Agreement, Service Receiver hereby grants Provider a limited, royalty-free, fully-paid up, non-exclusive, transferable and sublicensable license to Process the Service Receiver Data as instructed by Service Receiver or an Authorized User and solely as necessary to provide the Services for Service Receiver's benefit as provided in this Agreement for so long as Service Receiver or any Authorized User uploads or stores such Service Receiver Data for Processing by or on behalf of the Provider.
- For avoidance of doubt, Provider shall not use, or permit any person to use, Personal Information of Service Receiver to train, retrain, tune, validate, modify, update, or otherwise improve the AI Features, any AI Technology, the Services, or any other product or service, or as prompts for any AI Technology, except that Provider may use AI Service Receiver Input, Aggregated Data to train, retrain, tune, validate, modify, update, or otherwise improve the AI Features of the Provider. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Service Receiver's use of the Services and collect and use only in an aggregate and anonymized manner solely to compile statistical and performance information related to the provision and operation of the Services and training of AI models.
- Provider’s Ownership. Provider is and will be the sole and exclusive owner of all right, title, and interest in and to all Work Product, and Deliverables, including all Intellectual Property Rights therein. In furtherance of the foregoing, Service Receiver shall, and hereby does:
- assign, transfer, and otherwise convey to Provider, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to such Work Product, Deliverables, including all Intellectual Property Rights therein; and
- irrevocably waive any and all claims Service Receiver may now or hereafter have in any jurisdiction to so-called "moral rights" or rights of droit moral with respect to the Work Product, Deliverables.
- Further Actions. Service Receiver shall take all appropriate action and execute and deliver all documents necessary or reasonably requested by Provider to effectuate any of the provisions of this section, or otherwise, as may be necessary or useful for Provider to prosecute, register, perfect, record, or enforce its rights in or to any Work Product, Deliverables, or any Intellectual Property Right therein.
- Limited License and Restrictions to Use of Work Product, Deliverables, and Intellectual Property Rights therein. Subject to the terms and conditions of this Agreement, Provider hereby grants Service Receiver a limited, royalty-free, fully-paid up, non-exclusive, non-transferable, and non-sublicensable license to use Work Product and Deliverables as instructed by Provider and solely for the purpose of analyzing the results of the AI Technology provided by Provider necessary for the optimization of the Service Receiver’s performance.
- Data.
- Personal Information. Provider shall only use Service Receiver’s Personal Information for the purposes of account creation, administration, and performance of the services. Provider shall not use, disclose, or process Personal Information for any other purpose. All Personal Information will be stored on a secure cloud infrastructure located within the Service Receiver’s country or region of residence, ensuring compliance with applicable data protection laws and regulations. Service Receiver may find more information on the data storage and security in the Privacy Policy.
- Service Receiver Data. Provider shall only use Service Receiver Data in relation to the Services and to the extent necessary for the performance of the Services. Provider shall not use, disclose, or process Service Receiver Data for any other purpose, except as required to generate Aggregated Data. Aggregated Data may be created from Service Receiver Data but shall not contain any information that identifies Service Receiver or any Authorized User. All Service Receiver Data will be stored on a secure cloud infrastructure located within Service Receiver’s country or region of residence, ensuring compliance with applicable data protection laws and regulations.
- Aggregated Data. Provider may collect and compile anonymized data and information related to Service Receiver's use of the Services (the "Aggregated Data"). All rights and intellectual property in Aggregated Data are owned solely by Provider. Service Receiver agrees that Provider may publicly share and use Aggregated Data in compliance with applicable laws, provided they do not identify Service Receiver or Service Receiver's Personal Information.
- Feedback. Provider is free to use any feedback, suggestions, or recommendations for changes to Provider intellectual property provided by Service Receiver, its employees, or contractors. All feedback will be considered non-confidential. Service Receiver grants Provider a non-exclusive, royalty-free, worldwide license to use the feedback for the purpose of improving the Services, without any obligation to compensate any party, although Provider is not required to use any feedback.
- No Warranty. The Services are provided AS IS, and Provider expressly disclaims all other warranties, whether express, implied, or statutory, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement of third-party rights. Provider does not warrant that the operation of the Services will be uninterrupted or error-free or that the Services will meet any particular criteria of performance or quality. This disclaimer of warranty constitutes an essential part of this Agreement. No use of the Services is authorized hereunder except under this disclaimer. Ogment provides AI-driven recruitment tools but makes no guarantees regarding the quality, success, or outcome of hiring decisions made based on AI recommendations. Service Receiver assumes full responsibility for any hiring outcomes and waives any claims against Ogment regarding employment disputes, mis-hires, or legal consequences arising from recruitment decisions.
- Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PROVIDER SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO SERVICE RECEIVER OR ANY OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT PROVIDER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. DIRECT DAMAGES, IF ANY, ARISING OUT OF PROVIDER'S BREACH OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY SERVICE RECEIVER TO PROVIDER UNDER THIS AGREEMENT.
- Miscellaneous.
- Governing Law. This Agreement will be governed by and interpreted according to the laws of Delaware without considering its conflicts of law principles. Both parties agree to the exclusive jurisdiction of the courts within Delaware for any disputes or matters arising from or related to this Agreement.
- Force Majeure. Neither Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any acts of God, flood, fire, earthquake, or explosion; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; embargoes or blockades in effect on or after the date of this Agreement; national or regional emergency; strikes, labor stoppages or slowdowns, or other industrial disturbances; complete or partial government shutdown; or national or regional shortage of adequate power, telecommunications, or transportation (each of the foregoing, a "Force Majeure Event"), in each case, provided that (i) such event is outside the reasonable control of the affected Party; (ii) the affected Party provides prompt notice to the other Party, stating the period of time the occurrence is expected to continue; and (iii) the affected Party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
- Termination. Either party, in its sole discretion, may terminate this Agreement or any Order, in whole or in part, at any time without cause, by providing at least thirty (30) days’ prior written notice to the other party.
- Indemnification. Service Receiver shall indemnify, defend, and hold harmless Provider, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to Service Receiver’s breach of this Agreement, negligence, willful misconduct, or violation of applicable laws, as well as any third-party claims resulting from Service Receiver’s actions or use of Provider’s services. Provider shall promptly notify Service Receiver of any claim subject to indemnification, and Service Receiver shall have the right to control the defense and settlement, provided no settlement imposes liability or obligations on Provider without prior written consent. These indemnification obligations shall survive the termination or expiration of this Agreement.
- Severability. Should any provision of this Agreement be found to be invalid, illegal, or unenforceable under any applicable law, that provision will be modified or deleted as necessary to comply with such law, while the remaining provisions of this Agreement will continue in full effect. In such cases, the parties will make their best efforts to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, as much as possible, achieves the original purposes and economic benefits of the invalid provision.
- Survival. Upon termination or expiration of this Agreement for any reason, the rights and obligations of the Parties contained in the following sections will survive and remain in effect: Confidentiality, Limitation of Liability, and any other provisions that by their nature should survive termination or expiration of this Agreement. These surviving provisions will continue to bind the Parties and their legal representatives, successors, and authorized assigns.
- Entire Agreement. This Agreement, Order, Provider’s Terms of Use and Privacy Policy incorporated to this Agreement by reference, constitutes the full agreement between the parties, superseding all prior agreements, communications, and understandings concerning the Services.
