Terms of Service

1. Access to the Services

1.1 Provision of Services

Company will provide access to the HCP platform based on the subscription plan selected by Customer. The Services include:

• Creating requisitions and uploading job descriptions
• AI-driven sourcing, candidate analysis, and precision matching
• Human recruiter verification of candidate relevance and interview readiness
• Delivery of interview-ready candidate profiles (resume and recommendation report)
• Automated candidate outreach through the Virtual Sourcer
• Daily sourcing updates, dashboards, and progress visibility
• Credit usage management
• Model-generated sourcing strategies, filters, tags, structured variables, and match parameters

1.2 Account Registration

Customer must provide accurate registration information. Company may suspend or terminate access for misuse, policy violations, or non-payment.

2. Customer Responsibilities and Restrictions

2.1 Use Restrictions

Customer will not, and will not permit others to:

• Reverse engineer, decompile, or attempt to extract source code
• Modify, adapt, or create derivative works of the Services
• Use the Services for resale, service bureau, subcontracting, or timesharing
• Scrape, harvest, mine, or systematically extract data from the platform
• Build, train, or assist in building a competing AI recruiting, sourcing, or matching product
• Use the Services for spam, mass outreach, or unauthorized list brokering
• Use any output from the Services (including tags, filters, structured variables, or sourcing strategies) to:
  • train or improve any external AI or machine learning model
  • develop competing products
  • misrepresent the origin of the content
• Violate employment, privacy, discrimination, GDPR, CCPA/CPRA, or other applicable data protection laws
• Use the platform's AI outputs as the sole or determinative basis for any employment decision, including but not limited to candidate screening, rejection, or selection, without independent human review and approval.

2.2 Legal Compliance

Customer is responsible for lawful use of all candidate and job data and will indemnify Company for claims arising from misuse.

2.3 Account Security

Customer is responsible for all activities under its accounts and must maintain appropriate security of its credentials.

3. Data, Output, Confidentiality, and Intellectual Property

3.1 Customer Data

Customer retains ownership of all non-public data uploaded to the platform ("Customer Data").

Customer represents it has all necessary rights and permissions to provide such data.

For purposes of GDPR Article 28 and equivalent CCPA frameworks, OCBridge acts as the Data Processor operating under documented instructions from the Client as Data Controller. The Client defines the purpose of data processing; OCBridge executes the process under contractual safeguards as set forth in this Agreement and any applicable DPA.

3.2 Output

"Output" includes all model-generated or system-generated content and deliverables, including:

• Candidate recommendations and suitability scoring
• Interview-ready candidate profiles and reports
• Filters, tags, structured variables, classification attributes
• Model-generated sourcing strategies and match parameters
• Outreach results, reply tracking, and interest classification
• Dashboards, progress summaries, and analytical insights
• Any other structured or unstructured informational content produced by the platform or Company personnel

Output may contain Personal Data governed under GDPR, UK GDPR, CCPA/CPRA, or other data protection laws.

Customer is solely responsible for evaluating Output before relying on it for hiring decisions.

AI-Assisted Matching Disclaimer. HCP does not use protected personal attributes (including gender, age, race, or national origin) in candidate matching. All candidate submissions are reviewed by human recruiters before delivery. AI outputs are not employment decisions. The client makes all final hiring determinations. OCBridge's compliance with NYC Local Law 144, California CRD Regulations, Illinois HB3773, and EEOC Title VII is documented in the HCP Data Security and Compliance Statement, incorporated herein by reference.

3.3 Company Intellectual Property

Company retains ownership of all rights in the platform, software, AI models, sourcing logic, filters, tagging systems, structured variables, workflows, improvements, and aggregated analytics.

No intellectual property rights are transferred to Customer except the limited right to use the Services as described in this Agreement.

3.4 Confidentiality

Each party must protect the other party's confidential information using reasonable care.

Confidentiality obligations last five (5) years, except for trade secrets, which remain protected as long as applicable law permits.

3.5 Privacy and Compliance

Company will process Personal Data in accordance with:

• Company's Privacy Policy
• The EU GDPR
• The UK GDPR
• The California CCPA/CPRA
• And other applicable privacy regulations

Company acts as a "Processor" or "Service Provider" when handling Customer Data and will not "sell" or "share" personal data as defined under the CCPA.

3.6 Data Processing Agreement

On request, OCBridge will enter into a Data Processing Agreement ("DPA") with enterprise clients. The DPA governs the Controller-Processor relationship under GDPR Article 28 and applicable CCPA frameworks. OCBridge acts as Data Processor; the client remains Data Controller. The standard DPA template is available at [email protected].

4. Fees and Billing

4.1 Fee Structure

Customer's use of the Services is subject to a two-part fee structure:

• Monthly Platform Fee: A monthly platform fee billed from the date Customer's subscription becomes active. The monthly platform fee is non-refundable and is due regardless of whether any placement is made during that billing period.
• Placement Fee: A one-time fee due upon each successful hire, defined as the date the placed candidate commences employment with Customer ("Start Date"). The placement fee is based on the role's seniority and complexity, as confirmed in writing prior to the commencement of sourcing for that role.

4.2 Monthly Fee Credit Toward Placement Fee

Seat Fees paid for a role are credited toward that role's Placement Fee. Credits are non-transferable, have no cash value, and expire at Agreement end.

Non-Refundability. Monthly Platform Fees are non-refundable in all cases. This includes: (a) where accumulated Seat Fees for a role exceed the applicable Placement Fee, in which case the Placement Fee is reduced to zero with no refund of the excess; (b) where the Agreement ends before a Successful Hire, in which case all Seat Fees paid are forfeited; and (c) where the Client does not renew. Unused credits have no cash value and expire on Agreement termination or non-renewal.

4.3 Placement Fee Confirmation

The placement fee for each role is confirmed in writing (via order form, intake confirmation, or email) before sourcing begins. No placement fee will be invoiced without prior written confirmation. Customer's approval of the confirmed fee constitutes a binding obligation to pay upon successful hire.

4.3.1 Definition of Successful Hire

A "Successful Hire" is defined as a candidate who (a) accepts a written offer of employment from the Client, and (b) commences employment on or before the agreed start date. No Placement Fee is charged if the candidate declines the offer prior to employment commencement, regardless of the stage of the recruitment process.

4.3.2 No Guarantee Period

OCBridge provides no replacement guarantee or refund of Placement Fees following a Successful Hire. The Client assumes full responsibility for employment outcomes following candidate commencement. Clients seeking replacement terms may negotiate a separate written addendum with OCBridge prior to the commencement of sourcing.

4.4 Payment Terms

Unless otherwise specified in a written order:

• Monthly platform fees are billed at the start of each billing cycle and are due upon receipt.
• Placement fees are invoiced upon the candidate's confirmed Start Date and are due within fifteen (15) days for startup customers and thirty (30) days for enterprise customers, unless otherwise agreed in writing.
• Late payments may incur interest up to 1.5 percent per month
• Customer is solely responsible for all taxes except those based on Company income

4.5 Pricing Changes

Company may modify pricing by providing thirty (30) days' notice prior to the applicable renewal date.

4.6 Cancellation

Customer may cancel its subscription at any time.

Upon cancellation:

• Platform access continues through the end of the current billing period.
• Monthly platform fees already paid are non-refundable.
• Any placement fees confirmed in writing prior to cancellation remain due and payable upon the candidate's Start Date, regardless of subscription status.
• Customer account enters a ninety (90) day read-only period after the subscription ends.
• After the ninety (90) day period, Customer Data may be permanently deleted.

No refunds are provided for partial billing periods.

5. Term and Termination

5.1 Term

This Agreement remains effective as long as Customer maintains an active subscription.

5.2 Termination

Either party may terminate for material breach with thirty (30) days' written notice. Company may immediately suspend or terminate access for:

• Non-payment
• Misuse, fraud, or abuse
• Security risks
• Violation of this Agreement

5.3 Data After Termination

Upon termination:

• Account becomes read-only for ninety (90) days
• Customer Data may be permanently deleted after the retention period
• Confidentiality, intellectual property, payment obligations, and liability limitations survive termination

6. Warranty Disclaimer

The Services are provided "AS IS," without any warranties, including:

• merchantability
• fitness for a particular purpose
• accuracy or completeness of Output
• non-infringement
• uptime, reliability, or error-free performance

Company does not guarantee uninterrupted or error-free operation.

7. Limitation of Liability

To the fullest extent permitted by law:

• In no event shall OCBridge's total cumulative liability to the Client exceed the total fees paid by the Client to OCBridge in the six (6) months immediately preceding the event giving rise to the claim. This limitation applies regardless of the theory of liability, whether in contract, tort, statute, or otherwise, and even if OCBridge has been advised of the possibility of such damages.
• Company will not be liable for indirect, consequential, incidental, special, or punitive damages
• Company is not responsible for hiring decisions or reliance on Output
• Company is not liable for downtime, delays, or service interruptions

8. Miscellaneous

• If any provision is held invalid, the remainder will remain in full force
• Customer may not assign this Agreement without Company's written consent
• Company may assign its rights without restriction
• This Agreement, together with the subscription terms presented at sign-up, constitutes the entire agreement
• This Agreement is governed by the laws of the State of California
• Company may reference Customer's name and logo unless Customer opts out in writing