EZRA AI LABS INC. (“EZRA AI,” “WE,” “US,” OR “OUR”) PROVIDES AN AI-POWERED RECRUITING AND INTERVIEW AUTOMATION PLATFORM VIA A WEB-BASED PLATFORM. THESE SERVICES INCLUDE ACCESS TO AND USE OF THE EZRA AI PLATFORM AND SITES, RELATED USER SUPPORT, AND ANY SERVICES DESCRIBED IN AN APPLICABLE ORDER (DEFINED BELOW) (COLLECTIVELY, THE “SERVICES”).
THESE TERMS AND CONDITIONS (THE “TERMS”) GOVERN ACCESS TO AND USE OF THE SERVICES. THESE TERMS CONSTITUTE A BINDING CONTRACT BETWEEN YOU AND EZRA AI. USE OF THE SERVICES INDICATES AGREEMENT TO BE BOUND BY THESE TERMS, WHICH INCLUDE THE PRIVACY POLICY. WE MAY UPDATE THESE TERMS FROM TIME TO TIME. WHEN CHANGES ARE MADE, WE WILL MAKE A NEW COPY OF THE TERMS AVAILABLE AT https://app.ezraailabs.tech/user-agreement. YOU UNDERSTAND AND AGREE THAT YOUR CONTINUED USE OF THE SERVICES AFTER THE DATE OF ANY SUCH UPDATE CONSTITUTES ACCEPTANCE OF THE REVISED TERMS.
DISPUTES ABOUT THESE TERMS AND THE SERVICES ARE SUBJECT TO BINDING ARBITRATION AS SET FORTH IN THE “MANDATORY ARBITRATION” SECTION BELOW.
DEFINITIONS
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a Party to these Terms. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Confidential Information” means all confidential information disclosed by a Party or its Affiliates ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party's customers and potential customers, past, present, or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of these Terms. Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third-party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under these Terms regardless of whether or not it is designated as confidential.
“Customer” means the person or entity using the Services and identified in the applicable account record, billing statement, or Order as the customer and your Affiliates included in the scope of your purchase. A Customer may use the Services in multiple capacities, including as a Job Seeker and/or Job Advertiser. All such uses are governed by these Terms, and liability limitations, disclaimers, and obligations will apply in aggregate across all roles. References to "Customer" herein apply to all such roles collectively unless expressly stated otherwise.
“Customer Data” means all information that You or your Users submit, upload, or collect via the Services or make available to us in connection with your use of the Services, excluding User Content.
“Ezra AI Assets” means our Services, work product, documentation, deliverables, copyrights, patents, trademarks, trade names, trade secrets, specifications, technology, software, data, methodologies, changes, improvements, components, and documentation used to provide the Services or made available in connection herewith, and all intellectual property, proprietary rights and underlying source code, object code, and know-how in and to the foregoing.
“Ezra AI Content” means all information, data, text, messages, software, documentation, sound, video, photographs, graphics, and images that we incorporate into our Services.
“Fees” means the amount you pay for the Services, which may be specified in an applicable Order.
“Order” refers to our approved order form, subscription page, or other online signup mechanism through which you agree to purchase Services.
“Personal Data” means any information relating to an identified or identifiable individual where: (i) such information is contained within Customer Data; and (ii) is protected as personal data, personal information, or personally identifiable information under applicable data protection laws.
“Privacy Policy” means our Privacy Policy, as updated from time to time.
“Subscription Start Date” means the date specified in the applicable Order as the commencement date of the Services, or, if no such date is specified, the date you first gain access to the Services.
“User” means your employees, representatives, consultants, contractors, or agents who are authorized to use the Services for your benefit and have unique user identifications and passwords for the Services.
“You” or “Customer” means the person or entity using the Services and identified in the applicable account record, billing statement, or Order as the customer and your Affiliates included in the scope of your purchase.
“Party” or “Parties” refers to one or both of the parties to these Terms, respectively.
ACCEPTANCE OF THESE TERMS
You acknowledge and agree that you have read, understood, and agree to be bound by these Terms. By accepting these Terms, you represent that you have the legal power to do so, whether on your own behalf or on behalf of an organization. If accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind the organization and you understand and agree that the organization is bound and responsible for ensuring that its Users comply with these Terms. You must be at least 13 years of age (or the minimum age of digital consent in your jurisdiction) to access or use the Services. By using the Services, you represent and warrant that you meet this requirement.
USE OF THE SERVICES AND SUPPORT
Access
You are solely responsible for obtaining, configuring, and maintaining all internet access, hardware, software, and other technical requirements necessary to use the Services. We are not liable for delays, disruptions, or failures caused by your internet provider, network configuration, or other systems. Subject to your compliance with these Terms and timely payment of applicable Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term, solely for your internal business or personal use and in accordance with any usage limitations defined at signup or in your account. You must maintain the confidentiality of all access credentials and prevent unauthorized use of your account. Credentials may not be shared among individuals. You agree to notify us immediately of any unauthorized access or suspected security breach. We reserve the right to refuse, revoke, or reassign usernames or passwords that we deem inappropriate, insecure, or misleading in our sole discretion. You are responsible for all activity under your account, whether by you, a User, or a third-party, and whether authorized or unauthorized. We reserve the right to monitor usage of the Services and may suspend or revoke access if we detect a violation of these Terms or misuse of the platform. We will use commercially reasonable efforts to provide the Services in accordance with applicable documentation and Orders; however, availability may be subject to planned downtime, maintenance windows, or unscheduled interruptions due to causes beyond our reasonable control. We will provide you with support in accordance with our standard practice.
Your Responsibilities
You are responsible for (i) all access to and use of the Services by you or any Users under your account, and for ensuring compliance with these Terms; (ii) the legality, reliability, accuracy, and quality of all Customer Data submitted to or through the Services, including obtaining all necessary rights, consents, and permissions to allow us to lawfully use, process, and transfer such data under these Terms and applicable law; (iii) implementing commercially reasonable safeguards to prevent the introduction of viruses, trojans, worms, spyware, or other malicious or harmful code (“Malware”) into the Services; and (iv) ensuring that all Users are properly trained and comply with these Terms and any additional acceptable use or security policies that may be provided by us. You further agree not to use the Services in any manner that is unlawful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable, or to engage in conduct that interferes with any other user’s access to or enjoyment of the Services.
Restrictions
You will not, and will not permit any third-party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services or any Ezra AI Assets (except to the extent such restriction is expressly prohibited by applicable law); (ii) copy, reproduce, modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by us or authorized within the Services); (iii) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third; (iv) remove, obscure, or alter any proprietary notices or labels contained within the Services; (v) infringe, misappropriate, or violate any intellectual property or proprietary rights of us or our licensors; (vi) introduce or allow the introduction of Malware or other malicious code into the Services; (vii) access or use the Services in violation of any applicable law, regulation, or third-party right; (viii) interfere with or bypass any technical or usage restrictions or security measures of the Services; (ix) perform any penetration test, denial-of-service simulation, or vulnerability scan without prior written consent; or (x) use the Services in any manner not expressly authorized by these Terms.
Export
You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Services, software, and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms and will be prohibited except to the extent expressly permitted by the terms of these Terms.
JOB SEEKER AND ADVERTISER TERMS
Job Seekers
If you use the Services to search for or apply to job opportunities, you acknowledge and agree that (i) any resume, application, or profile content you submit may be shared with third-party employers; (ii) we do not guarantee that any employer will receive, review, or respond to your submission; and (iii) you are solely responsible for the content of your submissions and for verifying the legitimacy of any job opportunity or employer. We do not screen or endorse employers or job listings and expressly disclaim any liability arising from your employment interactions.
Job Advertisers
If you use the Services to post job advertisements, you represent and warrant that (i) you have all legal rights and authority necessary to publish such listings, (ii) the content of the listings is truthful and lawful, and (iii) you will comply with all applicable employment, anti-discrimination, data privacy, and advertising laws. We reserve the right, in our sole discretion, to refuse or remove any job ad that violates our policies or harms the integrity of the platform. You are solely responsible for screening and interacting with candidates and for safeguarding applicant data in accordance with applicable law. You represent, covenant, and warrant that you will use the Services only in compliance with our standard published policies then in effect and all applicable laws and regulations. You represent, covenant, and warrant that you are responsible for employment outcomes and compliance with all applicable employment law, data privacy law, and compliance obligations in any location where you use the Services. Final hiring decisions are solely your responsibility. You acknowledge that the Services utilize machine learning models that generate probabilistic outputs and you are solely responsible for legal use of such outputs. All decisions made, actions taken, and failures to take action based on your use of the Services are your sole responsibility. You are solely responsible for reviewing, verifying, editing, amending, or evaluating the appropriateness, accuracy, and compliance of any output generated by the Services before using, publishing, or relying on such output, including that such output does not contain discriminatory or harmful content. We do not act as an employer, hiring agency, or legal advisor. You hereby agree to indemnify, defend, and hold harmless Ezra AI and its officers, directors, employees, and agents from and against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of Services. Although we have no obligation to monitor your use of the Services, we may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
Informational Scores and Summaries
The Services may display summaries, ratings, badges, match scores, or other indicators intended to assist Users in evaluating job opportunities, employers, or resumes. These features are informational only and do not constitute a guarantee, endorsement, or assessment of fitness for any particular role or employer. We disclaim all liability arising from reliance on such indicators.
CONFIDENTIALITY; PROPRIETARY RIGHTS
Confidentiality Obligations
The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, (iii) not disclose Confidential Information of the Disclosing Party to any third-party (except those third-party service providers used by us to provide some elements of the Services), and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors, and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
Legal Disclosures
The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, regulation, subpoena, or legal process; provided, however, that (i) the Receiving Party will, to the extent legally permitted, provide the Disclosing Party with prompt written notice of the request, sufficient to allow the Disclosing Party to seek a protective order or otherwise object to the disclosure; (ii) the Receiving Party will provide reasonable cooperation, at the Disclosing Party’s expense, in resisting or narrowing the scope of such disclosure; and (iii) in no event will the Receiving Party disclose Confidential Information to any third-party other than a government agency unless compelled by a valid court order, including in circumstances where the Disclosing Party fails to respond or withholds consent.
DATA PROCESSING AND PRIVACY
Protection of Customer Data
By using the Services, you acknowledge and agree to our Privacy Policy and Data Processing Addendum (“DPA”), which is hereby incorporated by reference and governs our processing of personal data on your behalf. Where Customer Data is transferred outside the European Economic Area or the United Kingdom, Ezra AI will implement appropriate safeguards, including Standard Contractual Clauses or other legally valid mechanisms, as further described in the DPA. By using the Services, you consent to our use of Customer Data in accordance with these Terms and the Privacy Policy and DPA, including for the purposes of delivering and improving the Services, complying with legal obligations, and communicating with you. You are solely responsible for compliance with your obligations under applicable data protection laws, including responding to data subject requests relating to access, correction, deletion, portability, or objection. We will provide reasonable assistance to support your compliance obligations (as set forth in the DPA). We maintain a current list of authorized subprocessors on its Trust Portal and will provide notice of any changes in accordance with the terms of the DPA.
Security
We will implement and maintain administrative, physical, and technical safeguards that are designed to protect the confidentiality, integrity, and availability of Personal Data, as required by applicable law and consistent with our Privacy Policy and DPA. These safeguards include measures to protect against unauthorized access, loss, misuse, or alteration of Personal Data in our possession. However, you acknowledge that no method of transmission or storage is completely secure, and we make no guarantees regarding absolute security. If we become aware of a data breach involving Personal Data, we will notify you as required by applicable law and provide reasonable cooperation in connection with any resulting obligations.
Your Proprietary Rights
As between the Parties, you retain all rights, title, and interest in and to the Customer Data. These Terms do not grant us any ownership rights in Customer Data. You grant us a limited, non-exclusive, worldwide, royalty-free license to access, use, process, store, transmit, and otherwise handle Customer Data as necessary to provide the Services and as otherwise permitted under these Terms and our Privacy Policy. You represent and warrant that you have all rights, consents, and authority necessary to grant this license and to make Customer Data available to us for the purposes contemplated under these Terms.
Contact Information
By providing your contact information, you consent to receive communications from us relating to your account, security, support, or use of the Services. These may include emails, calls, and text messages, including via automated means. If you provide a mobile number, we may send SMS messages for account servicing, security alerts, or transactional updates. We will not send marketing texts without your express consent. Message frequency may vary. You can opt out at any time by replying “STOP.” Standard carrier rates may apply. We may also email you about the Services, legal notices, and promotional content. You can unsubscribe from marketing emails using the link provided, but you may still receive service-related communications unless you deactivate your account. Messaging may not be secure. We disclaim liability for any delays, delivery failures, or unauthorized access during transmission.
Usage Data
We may collect and generate data relating to your access to and use of the Services, including technical logs, device data, IP addresses, browser types, session durations, feature usage metrics, and other interaction-level details (collectively, “Usage Data”). We may also collect similar data about your Users, if applicable. Usage Data is used to operate, maintain, improve, and support the Services, including to monitor performance, ensure security, develop new features, and inform analytics and product decisions. Usage Data will be processed in accordance with our Privacy Policy and may be aggregated and anonymized for research, benchmarking, and reporting purposes.
Retention, Deletion, and Retrieval of Customer Data
Upon termination or expiration of the Term, you may request, in writing and within thirty (30) days, that we either (i) provide temporary access to the Services solely for the purpose of retrieving your Customer Data, or (ii) deliver to you a copy of all Customer Data then in our control. After this thirty-day period, we have no obligation to retain Customer Data and may delete it in accordance with our data retention practices and Privacy Policy. Notwithstanding the foregoing, we may retain Customer Data (a) to the extent required by applicable law or legal process, or (b) as otherwise permitted in our Privacy Policy, including for dispute resolution, enforcement of legal rights, or compliance obligations.
Third-Party Account Integration
The Services may allow you to link your account with accounts you hold with third-party service providers (“Third-Party Accounts”) by granting us access credentials or API permissions. By connecting a Third-Party Account, you represent and warrant that you have the right to disclose the login credentials and grant such access. You authorize us to access, retrieve, and store data from your Third-Party Account, and to display or use such data in connection with your use of the Services. Your use of Third-Party Accounts is governed solely by your agreement with the relevant third-party provider. We are not liable for any content or data originating from Third-Party Accounts, or for any termination of access to those accounts.
USER CONTENT
License Grant
By submitting or posting any content through the Services, including but not limited to resumes, job applications, job listings, or messages (“User Content”), you grant us a perpetual, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, host, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display such User Content for the purposes of operating, promoting, and improving the Services. For clarity, User Content is distinct from Customer Data and does not include data collected or transmitted solely via integrations, APIs, or backend submissions unless also posted or submitted by a User through the user interface.
Representations
You represent and warrant that you have all rights necessary to grant the license above and that our use of your User Content will not infringe or violate any third-party rights or applicable laws. You are solely responsible for your User Content, including its legality, reliability, and accuracy.
No Obligation to Display
We reserve the right, but not the obligation, to review, remove, or refuse to display any User Content in our sole discretion.
INTELLECTUAL PROPERTY
Ownership
This is an agreement for subscription access to the Services and does not convey any ownership rights. As between the Parties, we retain all rights, title, and interest in and to the Services, the Ezra AI Assets, and all related intellectual property, including all software, code, technology, inventions, works of authorship, know-how, trademarks, trade secrets, and documentation, whether developed before or during the Term. This includes all improvements, enhancements, updates, and modifications to the foregoing. You acknowledge that your rights to use the Services are limited to those expressly granted in these Terms and do not include any rights to the underlying software, source code, or proprietary logic of the Services.
No Implied Rights
Except as expressly set forth in these Terms, no licenses or rights are granted to you by implication, estoppel, or otherwise under any intellectual property rights owned or controlled by us or our licensors.
Feedback
You (or, if applicable, your Users) may from time to time submit to us comments, questions, suggestions, or other feedback relating to the Services (“Feedback”). You agree that all Feedback is provided voluntarily and on a non-confidential basis. You hereby assign to us all right, title, and interest in and to such Feedback, including all associated intellectual property rights. We will be free to use, disclose, reproduce, license, or otherwise exploit the Feedback without restriction or obligation of any kind, including attribution or compensation to you or any User.
Ownership of Developments
All rights, title, and interest in and to any enhancements, modifications, or derivative works of the Services made in connection with your use of the Services, including any Feedback, are and shall be owned exclusively by us. You hereby irrevocably assign to us all such rights, title, and interest, and waive any moral rights therein to the maximum extent permitted by law.
Copyright Infringement and DMCA Notice
If you believe that any content available on or through the Services infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by sending an email to our designated agent at legal@ezraailabs.tech with the subject line “DMCA Takedown Notice.” Your notice must include:
A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
A description of the copyrighted work that you claim has been infringed;
A description of the material that is claimed to be infringing and its location on the Services;
Your contact information, including address, telephone number, and email address;
A statement that you have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law; and
A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner.
We reserve the right to remove content alleged to be infringing without prior notice and at our sole discretion, and to terminate the accounts of repeat infringers.
BILLING AND PAYMENT
Fees
You agree to pay all applicable fees and taxes for the Services as specified at the time of purchase or in any applicable Order, including for any renewals. If your use of the Services exceeds the allotted service capacity set forth on the applicable Order or otherwise requires the payment of additional fees (per the terms of these Terms), you shall be billed for such usage and you agree to pay the additional fees in the manner provided herein. We reserve the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or the current renewal term, upon thirty (30) days prior notice to you (which may be sent by email). If you believe that we have billed you incorrectly, you must contact us no later than 60 days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to our customer support department.
Payment of Fees
You authorize us (or our third-party payment processor) to charge your designated payment method, including credit card or ACH, for all applicable Fees on a recurring basis during the Initial Term and any Renewal Term. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on our net income.
Payment Information
You are responsible for keeping your account, billing, tax, and payment information complete and accurate, including your legal name or entity name, billing address, tax identification (where applicable), and primary contact details. You agree to notify us promptly of any changes that may affect your billing or account status.
TERM AND TERMINATION
Term
The initial term of your subscription (“Initial Term”) begins on the date you first subscribe to the Services and continues for the subscription period selected at signup (e.g., monthly or annual). Unless canceled in accordance with these Terms, your subscription will automatically renew for successive periods equal to the Initial Term (each, a “Renewal Term”) unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.
Termination for Cause
Either Party may terminate these Terms for cause, as to the Services: (i) upon thirty (30) days’ notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. Either Party may terminate these Terms, effective immediately upon written notice, if the other Party files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
Suspension for Non-Payment
We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to the Services ten (10) days after such notice. We will not suspend the Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
Effect of Termination or Expiration
Upon termination or expiration of these Terms, you will stop all use of the Services. If you terminate these Terms for cause, we will promptly refund any prepaid but unused Fees covering use of the Services after termination. If we terminate these Terms for cause, you will promptly pay all unpaid Fees due through the end of the Term. Fees are otherwise non-refundable. Upon any termination, we will make all Customer Data available to you for electronic retrieval for a period of thirty (30) days, but thereafter we may, but are not obligated to, delete stored Customer Data. All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
WARRANTY AND DISCLAIMER
Mutual Authority
Each Party represents and warrants that it has full power and authority to enter into these Terms and to perform its obligations hereunder, and that the execution and delivery of these Terms has been duly authorized and will not conflict with or violate any agreement or obligation by which it is bound.
Performance Warranty
We warrant that the Services will (i) perform materially in accordance with their published documentation and in a manner consistent with generally accepted industry standards, and (ii) not knowingly contain or introduce any viruses, Malware, or other malicious code. If the Services fail to meet this warranty, your exclusive remedy, and our sole obligation, will be to use commercially reasonable efforts to correct the non-conformance. If we are unable to do so within sixty (60) days after receiving written notice from you describing the issue in reasonable detail (the “Remedy Period”), then either Party may terminate the affected Order by providing written notice within thirty (30) days following the end of the Remedy Period. Upon such termination, we will promptly refund any prepaid but unused Fees attributable to the terminated Services.
Warranty Exclusions
We will not have any obligation or liability under this section if the non-conformance is caused by or based on: (i) any combination of the Services with any hardware, software, equipment, or data not provided by us, (ii) modification of the Services by anyone other than us, or modification of the Services by us in accordance with specifications or instructions that you provided, or (iii) use of the Services in violation of or outside the scope of these Terms.
Sole and Exclusive Remedy
THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.
Disclaimer of Warranties
EXCEPT AS OTHERWISE SET FORTH HEREIN, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SERVICES, DATA SYNCHED TO OR MADE AVAILABLE FROM THE SERVICES, OR THE EZRA AI CONTENT FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE SERVICES, EZRA AI CONTENT AND ANY OTHER SERVICES WE PROVIDE ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
INDEMNIFICATION
Ezra AI IP Indemnity
We, at our expense, will defend, indemnify, and hold Customer harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys' fees, finally awarded by a court of competent jurisdiction, against Customer to the extent such directly relates to a claim, action, lawsuit, or proceeding made or brought against Customer by a third-party alleging the infringement or violation of such third-party's registered patent, trade secret, copyright, or trademark by way of Customer's use of the Services that We provide to you under these Terms, or our use of Customer Data in violation of these Terms.
Customer IP Indemnity
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless us, our affiliates, and our respective directors, officers, employees, and agents from and against any and all third-party claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) your access to or use of the Services in violation of these Terms; (ii) your User Content, Job Ads, or any other data, materials, or content you submit, upload, publish, or otherwise make available through the Services, including any claim that such materials infringe, misappropriate, or otherwise violate any intellectual property, proprietary, privacy, or other rights of any third party; or (iii) your interactions with other users or any employment-related decisions you make based on your use of the Services. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.
Conditions to Indemnify
The Indemnifying Party's obligations under this Section will be subject to the Indemnified Party providing the Indemnifying Party prompt notice of the event giving rise to an indemnity obligation, providing reasonable cooperation and assistance in the defense or settlement of any claim (at the Indemnifying Party's sole cost and expense), and granting the Indemnifying Party control over the defense and settlement of the same. The Indemnifying Party will have the right to consent to any settlement or judgment that is binding on the Indemnifying Party.
IP Infringement Remedy
In the event a court of competent jurisdiction makes a determination that the Services infringe on or otherwise violate any third-party registered patent, trade secret, copyright, or trademark, or if we determine that the Services likely infringe or otherwise violate such third-party's foregoing intellectual property rights, we, at our sole option and expense, will: (i) modify the allegedly infringing or violating portion of the Services so as to make it non-infringing and non-violating; (ii) replace the allegedly infringing or violating Services, or any portion thereof, with a non-infringing and/or non-violating product having reasonably equivalent functionality; (iii) obtain the right for you to continue using the allegedly infringing or violating portion of the Services; or (iv) revoke the license to the allegedly infringing or violating Services and provide a pro rata refund to you for all Fees prepaid for the Services and not yet earned by us.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR LIABILITY ARISING FROM BODILY INJURY, IN NO EVENT SHALL EZRA AI OR OUR SUPPLIERS (INCLUDING WITHOUT LIMITATION EQUIPMENT AND TECHNOLOGY PROVIDERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, DATA, BUSINESS, REVENUE, OR PROFITS, OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING, IN THE AGGREGATE, THE FEES ACTUALLY PAID BY CUSTOMER TO EZRA AI UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, AND EXCLUSIVE REMEDIES SET FORTH IN THESE TERMS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND REFLECT A DELIBERATE ALLOCATION OF RISK. THE PRICING AND TERMS OFFERED HEREIN WOULD NOT HAVE BEEN AGREED TO BY EZRA AI WITHOUT SUCH LIMITATIONS. THESE PROVISIONS SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
MANDATORY ARBITRATION
Good Faith Resolution Required
The Parties agree that any dispute arising in connection with the interpretation of these Terms, the performance of either Party under these Terms, or otherwise relating to these Terms will be treated in accordance with the procedures set forth in this section. As a condition precedent to initiating arbitration, the Parties must first attempt in good faith to resolve the dispute through executive-level negotiations. This procedure begins when either Party delivers to the other a Notice of Request for Resolution of Dispute (a "Notice") identifying the issues in dispute. A telephone or in-person conference between executives representing each Party will be held within ten (10) business days of delivery of the Notice. If the dispute is not resolved within that time, either Party may proceed to binding arbitration as outlined below.
Arbitration Rules and Process
All claims or disputes between the Parties arising out of or relating to these Terms will be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association then in effect and in accordance with Title 9 of the United States Code. The arbitration will be conducted by a panel of three (3) arbitrators selected in accordance with the AAA Rules, unless the Parties agree otherwise in writing. Arbitration will take place in Lafayette, California, and must commence within thirty (30) days after a written demand for arbitration is delivered by one Party to the other. The arbitrators’ decision will be final, binding, and not subject to appeal, review, or modification, and judgment may be entered on the award in any court having jurisdiction.
Scope and Exclusivity
No arbitration may include, by joinder or consolidation, any person or entity that is not a Party to these Terms, without the prior written consent of both Parties. This arbitration agreement will be specifically enforceable in any court of competent jurisdiction. Each Party expressly waives any right to appeal, seek review, or otherwise challenge the arbitrators’ award in any court or regulatory body.
Fees and Costs
The arbitrators will award to the prevailing Party, as determined by the arbitrators, all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel costs, out-of-pocket expenses (e.g., copying and telephone), court costs, witness fees, and attorneys’ fees (collectively, “Costs and Fees”).
Opt-Out of Arbitration
You may opt out of this arbitration provision by sending written notice to legal@ezraailabs.tech within thirty (30) days of your first acceptance of these Terms. Your opt-out notice must include your full name, the email address associated with your account, and a clear statement that you wish to opt out of mandatory arbitration. If you do not opt out within this period, you will be deemed to have knowingly and intentionally waived your right to litigate disputes in court, except as otherwise provided in these Terms.
MISCELLANEOUS
Entire Agreement
These Terms (including each Order) along with our Privacy Policy and DPA constitute the entire agreement between us for the Services and supersedes all other proposals and agreements, whether electronic, oral, or written, between us. We object to and reject any additional or different terms proposed by you. Our obligations are not contingent on the delivery of any future functionality or features of the Services or dependent on any oral or written comments made by us regarding future functionality or features of the Services.
Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
Assignment
These Terms are not assignable, transferable or sublicensable by you except with our prior written consent. We may transfer and assign any of our rights and obligations under these Terms without consent.
Relationship of the Parties
No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind us in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees.
Notices
All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
Governing Law and Jurisdiction
These Terms shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Any legal action or proceeding arising under or relating to these Terms shall be brought exclusively in the state or federal courts located in San Francisco County, California, and each party irrevocably consents to the personal jurisdiction and venue of such courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Each party waives any objection based on forum non conveniens or other grounds to venue in such courts.
Amendment; No Waiver
These Terms may not be amended except in a signed writing executed by an authorized representative of each Party. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
Force Majeure
Except for payment obligations of amounts due under these Terms, neither Party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated Party; government restrictions; pandemic; or other event outside the reasonable control of the obligated Party. Each Party will use reasonable efforts to mitigate the effect of a force majeure event.
Actions Permitted
Except for actions for nonpayment or breach of a Party’s proprietary rights, no action, regardless of form, arising out of or relating to these Terms may be brought by either Party more than one (1) year after the cause of action has accrued.
Compliance with Laws
We will comply with all U.S. state and federal laws (where applicable) in our provision of the Services. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request.
Press Release
The parties shall work together in good faith to issue at least one mutually agreed upon press release within 30 days of the Effective Date, one mutually agreed upon case study within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Ezra AI to serve as a reference account upon request.
Export Controls and Sanctions
You agree to comply with all applicable U.S. and international export control laws and economic sanctions laws and regulations. You represent and warrant that you are not (i) located in, or a resident or national of, a country subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, or (ii) listed on any U.S. government list of prohibited or restricted parties. You may not access or use the Services if you are located in any such jurisdiction or are listed on any such list.
No Third-Party Beneficiaries
Nothing in these Terms, express or implied, is intended to or will confer upon any third-party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
Contract for Services
These Terms are a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, will not apply to these Terms. If you are located outside of the territory of the United States, the Parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern these Terms or the rights and obligations of the Parties under these Terms.
Precedence
In the event of a conflict between the terms and conditions of these Terms and an Order, the terms of the Order will control, but only as to that Order.
Counterparts
These Terms may be executed in one or more counterparts, each of which will for all purposes be deemed an original and all of which will constitute the same instrument.
Last Updated: October 15, 2025