Terms of Service

01The Agreement You Are Entering

These Terms of Service form a binding contract between Novexhire, Inc., a Delaware corporation with offices at 1100 Congress Ave, Suite 1400, Austin, TX 78701 ("Novexhire", "we", "us"), and the organization that subscribes to the service ("Customer", "you"). By signing an order form, clicking to accept, or using the platform, you agree to these terms on behalf of that organization and confirm you have authority to do so.

Where you have signed a negotiated master services agreement with us, that agreement controls and these terms fill any gaps. Our Data Processing Addendum, Acceptable Use Policy, Privacy Policy, and each order form are incorporated by reference. If any document conflicts, the order of precedence is: the signed master agreement, then the order form, then the Data Processing Addendum, then these terms.

Candidates who interact with our agents do not enter this agreement. Their relationship with us is described in the Privacy Policy and in the notices shown at the start of an interview, screening conversation, or call.

02Subscriptions, Accounts, and Authorized Users

The service is sold as an annual or monthly subscription to a plan described in your order form. Your plan sets the number of authorized users, the agents enabled (Nova Recruiter, Signal Screening, Voice Outreach, TalentGraph, Beacon Sourcing), and any usage allowances such as interviews completed, screening messages sent, or call minutes used. Usage above the allowance is billed at the overage rate on the order form.

Authorized users are your employees and contractors acting for your organization. Accounts are personal to each user and may not be shared. You are responsible for keeping credentials secure, for configuring single sign-on and multi-factor authentication where your plan supports it, for the acts and omissions of your users, and for promptly deactivating users who leave your organization.

We provide the service on a target availability of 99.9 percent monthly uptime, measured as described in our service level schedule, excluding planned maintenance announced at least 48 hours in advance. Service credits are your exclusive remedy for missed availability targets.

03Acceptable Use

The platform touches people's employment prospects, so we hold a firm line on how it is used. You agree not to use the service in any way that breaks the law, harms candidates, or degrades the service for others. We may investigate suspected violations and, where the risk is serious, suspend the offending workspace or feature while we do.

You are responsible for the content of every job description, screening question, interview prompt, and outreach message you configure. Questions that solicit protected characteristics, or that function as a proxy for them, are prohibited.

• No use of the service to discriminate against candidates on the basis of race, color, religion, sex, sexual orientation, gender identity, pregnancy, national origin, age, disability, genetic information, veteran status, or any other characteristic protected by law.
• No scraping, reverse engineering, benchmarking for a competing product, or attempting to extract model weights, prompts, or scoring logic.
• No uploading of malware, no penetration testing without our written permission, and no circumvention of rate limits or usage allowances.
• No sending of unsolicited bulk messages through Signal Screening or Voice Outreach in violation of the TCPA, applicable state telemarketing laws, or WhatsApp Business messaging policies, including any requirement to honor opt-outs immediately.
• No uploading of special category or sensitive personal data into general workspace fields, including health, biometric, financial account, or government identifier data.
• No use of the service to build a general purpose people database unrelated to a live or reasonably anticipated hiring need.
• No resale, sublicensing, or provision of the service to third parties unless your order form includes agency or staffing rights.

04Your Data and Who Owns It

You own your Customer Data. That includes your job descriptions, candidate records, resumes, interview recordings and transcripts, screening conversations, call audio, notes, and everything you import from your applicant tracking system. Nothing in this agreement transfers ownership of that data to us.

You grant us a limited, non-exclusive license to host, process, transmit, and display Customer Data solely to provide and support the service, to keep it secure, and to meet legal obligations. We act as your processor for personal data within Customer Data, on the terms of the Data Processing Addendum. We do not train foundation models on your data, and our model providers operate under zero-retention terms.

You can export Customer Data at any time during the subscription through the in-product export tools and the API. After termination we keep your data available for export for 30 days, then delete it from production within a further 30 days and from backups within 90 days. We may retain aggregated, de-identified statistics that cannot be linked to you, your users, or any candidate.

You are responsible for having a lawful basis for the personal data you put into the platform, for the notices given to candidates, and for honoring candidate rights requests that we route to you.

05AI Output and Its Limits

The Novexhire agents produce transcripts, summaries, skill tags, match suggestions, and rubric scores. These outputs are probabilistic. They can be incomplete, can misread accents or ambiguous phrasing, can miss context that a person would catch, and can be wrong in ways that are not obvious from the output alone. Treat every output as an input to human judgment, not as a finding of fact about a candidate.

We do not warrant that any output is accurate, complete, current, or suitable for a particular decision. Scores are generated against criteria you configure from your own job description, so the quality of the output depends materially on the quality of your configuration. We publish the rubric structure and the evidence behind each score precisely so that your reviewers can check the work.

Outputs are not legal advice, not a background check, not an employment verification, and not a consumer report under the Fair Credit Reporting Act. Novexhire is not a consumer reporting agency and the platform must not be used as one. If you need a background check, use a licensed provider and obtain the disclosures and authorizations that law requires.

06Employment Decisions Rest With You

You are the employer or the party acting for the employer. Every decision to source, contact, advance, interview, reject, or hire a candidate is yours, made by your people, and made on your responsibility. Novexhire supplies tooling and recommendations. It does not make employment decisions, and the platform is built so that no agent can finalize a stage change without a named human confirming it.

You are responsible for compliance with the employment and AI laws that apply to your hiring, including Title VII and other EEOC-enforced statutes, the ADA and the accommodation requests that come with it, state and local pay transparency rules, NYC Local Law 144 bias audit and notice requirements, Illinois and Maryland rules on video interviews and consent, Colorado's AI accountability requirements, and the EU AI Act where you hire in the European Union. We will give you the technical documentation, bias audit summaries, and logging you need to meet those duties, and we will support your own conformity work in good faith.

You agree to give candidates the notices your jurisdiction requires before an AI agent screens, interviews, or scores them, to offer an alternative process or an accommodation where a candidate requests one, and to provide meaningful human review on request. Where you configure the platform to skip a notice we recommend, you accept the consequences of that choice.

07Fees, Billing, and Taxes

Fees are set out on your order form and are stated in US dollars unless the order form says otherwise. Subscription fees are invoiced annually in advance for annual plans and monthly in advance for monthly plans. Usage overages, professional services, and agency placement fees are invoiced monthly in arrears. Invoices are due net 30 days from the invoice date unless the order form states different terms.

Late amounts accrue interest at 1.5 percent per month or the maximum rate the law allows, whichever is lower, plus reasonable costs of collection. If an invoice is more than 30 days overdue and you have not disputed it in good faith and in writing, we may suspend the service after giving you 10 days written notice.

Fees exclude sales, use, VAT, GST, and similar taxes, which you are responsible for except for taxes on our net income. If you are exempt, send a valid exemption certificate to billing at the address on your invoice. Fees paid are non-refundable except where these terms say otherwise, and payment obligations are not contingent on the delivery of future features.

• Agency placement fees, where you engage our recruiters, are a percentage of first year base compensation as stated on the order form, invoiced on the candidate's start date.
• Placement fees are subject to a replacement guarantee: if a placed candidate leaves or is terminated for cause within 90 days, we run one replacement search at no additional placement fee.
• Renewal pricing may increase by no more than 7 percent over the prior term's rate unless we give you at least 60 days written notice before renewal.

08Term, Renewal, Suspension, and Termination

The subscription starts on the order form start date and continues for the stated term. It renews automatically for successive terms of equal length unless either party gives written notice of non-renewal at least 30 days before the current term ends. Notice from you goes to your account manager and to hello@novexhire.com.

Either party may terminate for material breach if the breach is not cured within 30 days of written notice. We may suspend a workspace immediately, with notice as soon as practicable, if continued use presents a security risk, violates the Acceptable Use section in a way that could harm candidates, or exposes us to legal liability. Suspension is limited to the affected feature or workspace where that is technically feasible.

If you terminate for our uncured material breach, we refund prepaid fees for the remainder of the term. If we terminate for your breach, prepaid fees are not refunded. On termination, your license to use the service ends, you must stop accessing it, and the data export window in the Customer Data section applies. Sections on Customer Data, AI output, employment responsibility, fees accrued, warranties, liability, and governing law survive termination.

09Warranties and Disclaimers

We warrant that we will provide the service with reasonable skill and care, in line with the security commitments in our Data Processing Addendum, and that the service will perform materially as described in the documentation in effect at the time of your order. If it does not, your remedy is for us to correct the deficiency within a reasonable period or, failing that, to terminate the affected subscription and receive a pro rata refund of prepaid fees.

Each party warrants that it has the authority to enter this agreement and will comply with the laws applicable to its own performance. You warrant that you have the rights and lawful basis needed for the Customer Data you submit.

Except as expressly stated in this section, the service is provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all other warranties, express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy of AI output, and any warranty arising from course of dealing or usage of trade. We do not warrant uninterrupted or error-free operation, and we do not warrant any hiring outcome, time to fill, quality of hire, or candidate response rate.

10Limitation of Liability and Indemnification

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, or the cost of substitute services, even if advised such damages were possible. Each party's total aggregate liability arising out of or relating to this agreement is limited to the fees you paid or owed to us for the service in the 12 months immediately preceding the event giving rise to the claim.

These limits do not apply to your payment obligations, to either party's indemnification obligations, to breach of the confidentiality obligations, or to liability that cannot be limited by law, including gross negligence, willful misconduct, and fraud.

We will defend you against third party claims that the service as provided by us infringes a US patent, copyright, or trade secret, and pay damages finally awarded, provided you notify us promptly and let us control the defense. You will defend us against third party claims arising from your Customer Data, your configuration of the agents, your messages to candidates, or your employment decisions, including claims by candidates or regulators about discrimination, notice, consent, or automated decision making in your hiring process.

11Governing Law, Disputes, and How to Reach Us

This agreement is governed by the laws of the State of Texas, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The exclusive venue for any dispute is the state and federal courts located in Travis County, Austin, Texas, and both parties consent to personal jurisdiction there.

Before filing suit, the parties will attempt to resolve any dispute in good faith through a 30 day escalation to each side's senior commercial contact. Either party may seek injunctive relief at any time to protect intellectual property or confidential information. Claims must be brought within one year of the date the claim accrued.

Neither party may assign this agreement without the other's written consent, except to a successor in a merger or sale of substantially all assets. Notices to us must be in writing to Novexhire, Inc., 1100 Congress Ave, Suite 1400, Austin, TX 78701, United States, with a copy to hello@novexhire.com. If any provision is held unenforceable, the rest remains in force. Failure to enforce a provision is not a waiver of it.

Commercial questions: hello@novexhire.com or +1 (512) 555-0142. Security matters: security@novexhire.com. Privacy and data protection: privacy@novexhire.com. Press inquiries: press@novexhire.com.