Legal – Sourcing automation addendum

GREENHOUSE SOFTWARE, INC.

SOURCING AUTOMATION ADDENDUM

Last Updated: November 1, 2023

THIS SOURCING AUTOMATION ADDENDUM (“Addendum”) is entered into by and between Greenhouse Software, Inc. (“Greenhouse”) and the entity placing an order for Sourcing Automation pursuant to an Order Form (“Licensee”). This Addendum supplements the agreement to license Greenhouse’s recruiting software entered into by the parties (the “Existing Agreement”). Except as modified in this Addendum or an applicable Order Form, all terms defined in the Existing Agreement shall have the same definitions in the Addendum, and the terms of the Existing Agreement shall apply in full force and effect. Greenhouse and Licensee are each a “Party” and collectively, the “Parties.”

RECITALS

WHEREAS, Licensee has purchased a subscription to use Greenhouse’s SaaS Services pursuant to the Existing Agreement; and

WHEREAS, Greenhouse has developed a certain proprietary add-on product feature (“Sourcing Automation”), which when used in conjunction with Greenhouse’s SaaS Services, enables its customers to supplement their candidate databases with candidate contact information provided by Greenhouse via third-party data sources to assist with email deliverability and candidate pipeline reporting (“Sourcing Automation Data”); and

WHEREAS, Licensee has elected to purchase Sourcing Automation pursuant to an applicable Order Form; and Greenhouse will make Sourcing Automation available to Licensee pursuant to the terms set forth therein and in this Addendum, which shall supplement and be incorporated by reference into such Order Form and the Existing Agreement.

TERMS

1.License. Subject to the terms of the Existing Agreement and this Addendum, as well as any terms and limitations set forth in an applicable Order Form, Greenhouse hereby grants to Licensee, solely for the term set forth in the applicable Order Form, a non-assignable, non-sublicensable, non-transferable, and non-exclusive right to access and use Sourcing Automation and Sourcing Automation Data solely for Licensee’s internal use related to its recruitment of potential candidates (the “Authorized Use”), and limited to the number of users and the amount of candidate lookups specified in the applicable Order Form.

2. Collection and Use of Sourcing Automation Data. Sourcing Automation Data will be provided by Greenhouse at Licensee’s instruction to Licensee’s Greenhouse Account through the use of an API or browser extension, and will therefore not be considered Licensee Data under the definition of that term in the Existing Agreement. To the extent that the Sourcing Automation Data contains personally identifiable information, it will constitute Personal Data. Licensee shall not and shall not permit any other third party to: (i) attempt to interfere with, infiltrate, hack, reverse engineer, decompile, or disassemble Sourcing Automation; (ii) use the Sourcing Automation Data for purposes other than the Authorized Use; (iii) publish, distribute, share, sell, lease, transfer or otherwise make the Sourcing Automation Data available to any third party or entity and will use its best efforts to prevent the misuse or unauthorized use of the Sourcing Automation Data by any third party or entity; (iv) sub-license its right to access and use Sourcing Automation or provide remote access to Sourcing Automation to or for the benefit of any third party or any unauthorized person; (v) compile the Sourcing Automation Data for purposes of creating or providing similar services; (vi) violate third parties’ rights to privacy and other rights; (vii) use Sourcing Automation in any way which can be deemed to be stalking, offensive, abusive, defamatory, fraudulent or deceptive, threatening, advocating harassment or intimidation; and (viii) use Sourcing Automation or Sourcing Automation Data in violation of any applicable law or in any way which promotes illegal activities, including, without limitation, applicable privacy and data protection and SPAM laws. In addition, with respect to any use of the Sourcing Automation Data, Licensee agrees to comply with all applicable data protection, security, marketing or privacy-related laws, statutes, directives or regulations, including but not limited to: (a) General Data Protection Regulation (“GDPR”) together with any amending or replacement legislation, any EU Member State or United Kingdom laws and regulations promulgated thereunder, (b) the California Consumer Privacy Act of 2018 and the California Consumer Privacy Act Regulations (“CCPA”) together with any amending or replacement legislation, (c) Federal CAN-SPAM Act of 2003 and Canada’s Anti-Spam Legislation together with any amending or replacement legislation, and (d) all other equivalent laws and regulations in any relevant jurisdiction relating to Personal Data and privacy, as each may be amended, extended or re-enacted from time to time. In case of any violation of the restrictions in this Section, Greenhouse may immediately suspend Licensee’s access to Sourcing Automation. For the avoidance of doubt, Licensee is solely responsible for its emails and other communications with candidates, which shall constitute Licensee Data even if they contain Sourcing Automation Data, and will therefore be subject to all restrictions, obligations, and indemnification obligations applicable to Licensee Data in the Existing Agreement.

3. Warranty Disclaimers; Limitation of Liability. EXCEPT AS SPECIFIED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GREENHOUSE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO SOURCING AUTOMATION OR ANY CONTENT THEREIN, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ADDITION, EXCEPT AS OTHERWISE SET FORTH HEREIN, GREENHOUSE DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT SOURCING AUTOMATION OR SOURCING AUTOMATION DATA IS ACCURATE, COMPLETE, AVAILABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR DEFECTS, OR THAT SOURCING AUTOMATION WILL MEET LICENSEE’S REQUIREMENTS.

IN NO EVENT WHATSOEVER SHALL EITHER PARTY, ITS AFFILIATES, OR SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME, (ARISING UNDER TORT, CONTRACT, OR OTHER LAW) REGARDLESS OF SUCH PARTY’S NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. GREENHOUSE NEITHER ASSUMES, NOR DOES IT AUTHORIZE ANY OTHER PERSON TO ASSUME ON ITS BEHALF, ANY OTHER LIABILITY IN CONNECTION WITH THE PROVISION OF SOURCING AUTOMATION. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THIS ADDENDUM, GREENHOUSE IS FOUND TO BE LIABLE TO LICENSEE FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH LICENSEE’S USE OF SOURCING AUTOMATION OR SOURCING AUTOMATION DATA, GREENHOUSE’S LIABILITY SHALL IN NO EVENT EXCEED THE TOTAL OF ANY FEES PAID BY LICENSEE TO GREENHOUSE FOR SOURCING AUTOMATION IN THE SIX (6) MONTHS PRIOR TO THE DATE THE CLAIM IS ASSERTED. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE MADE TO THE FULLEST EXTENT PERMITTED BY LAW.

4. Subprocessors. Licensee agrees that its use of Sourcing Automation will involve the addition of the subprocessors found here: https://www.greenhouse.com/sub....

5. Existing Agreement. This Addendum supplements the Existing Agreement and Sourcing Automation will be considered an Add-On Service, as defined thereunder. If there is a conflict between the Addendum and the Existing Agreement, this Addendum will control, to the extent of the conflict.

6. Entire Agreement. This Addendum, any related Order Form(s), and the Existing Agreement contain the entire understanding between the Parties hereto regarding the subject matter hereof and supersedes all prior or contemporaneous communications, agreements or understandings with respect to the subject matter hereof.