DataVertex Master Service Agreement
Last updated: November 6th, 2025
This Service Agreement (“Agreement”) governs your access to and use of the Candidate API and/or Candidate On-Demand Service (together as “Services”) provided by DataVertex (“DataVertex”, “we”, “us”, or “our”). By executing an order form referencing this Agreement (an “Order Form”), you (“you”, “your”, or “Customer”) agree to be bound by this Agreement, the applicable Order Form, and the Data Processing Addendum ("DPA").
1. Definitions
1.1 “Licensed Data” means the candidate profiles, contact information, enrichment data, skills data, and related data provided by DataVertex to Customer under an Order Form.
1.2 “API” means the application programming interface made available by DataVertex through which Licensed Data is provided. “Candidate On-Demand’ means the customized candidate sourcing service made available by DataVertex through which Licensed Data is provided.
1.3 “Customer” means the entity executing the Order Form and any permitted Affiliate (if applicable).
1.4 “Order Form” means the written document executed by Customer and DataVertex which sets forth the scope of the license, fees, term, data usage limits, and other parameters.
1.5 “Recruiting Use” means use of the Licensed Data exclusively for recruiting, talent sourcing, enrichment, or other candidate-acquisition purposes by Customer’s internal HR team or for Customer’s direct clients (e.g., a staffing agency’s placement of talent for its corporate clients, or a marketing agency’s engagement with candidates for the clients with recruiting needs) in accordance with this Agreement.
1.6 “Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of at least 50% of the voting securities or other equivalent interest.
1.7 “Effective Date” means the effective date on the fully-executed Order Form.
1.8 “Term” means the period set forth in the Order Form during which the license is granted.
2. License Grant & Use Restrictions
2.1 Subject to full payment of the applicable fees and compliance with this Agreement and the applicable Order Form, DataVertex grants Customer a non-exclusive, non-transferable, revocable license to access and use the Licensed Data via the API or On-Demand solely for Recruiting Use during the Term.
2.2 Customer may permit its internal team or talent sourcing team and/or its direct (placement) clients (if Customer is a staffing agency or a recruiting marketing agency) to use the Licensed Data for Recruiting Use, provided Customer remains responsible for compliance with this Agreement.
2.3. Customer may implement the API into their recruiting product for its product users (recruiters, sourcers, hiring managers, talent acquisition professionals, etc) to use the Licensed Data for Recruiting Use, provided Customer remains responsible for compliance with this Agreement.
2.4 Customer may not (and may not permit others to):
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sell, lease, sublicense, distribute, publish or otherwise make the Licensed Data available to any third party (other than Customer’s direct clients as permitted above) for any use outside Recruiting Use;
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Use the Licensed Data for any purpose other than recruiting, candidate sourcing/enrichment, or placement services for Customer’s internal team or direct clients;
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use the Licensed Data for lead generation, telemarketing, email blasts, list rental, resell, or any mass-outreach use;
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use, or permit use of, the Licensed Data to assist others in competing with DataVertex or its data-services business;
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reverse engineer, decompile, or extract the API or underlying data beyond what is permitted under the API documentation;
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access or use the API or Licensed Data in any manner that violates applicable laws, regulations, or the rights of individuals or third parties.
3. Order Form; Fees; Payment
3.1 The Order Form shall specify the fees, billing cycle, usage limits (if any), service levels (if applicable), and other scope details.
3.2 Customer shall pay all fees in accordance with the Order Form. All amounts are exclusive of taxes unless otherwise specified.
3.3 Failure to pay fees when due may result in suspension or termination of access to the Licensed Data.
3.4 Unless otherwise stated, fees are non-refundable.
4. Term and Termination
4.1 Term: The license starts on the Effective Date and continues for the Term specified in the Order Form (the “Term”), unless earlier terminated in accordance with these Terms.
4.2 Termination for Cause: Either party may terminate the agreement (and all license rights) if the other party materially breaches this Agreement or the Order Form and fails to cure such breach within thirty (30) days after the occurrence.
4.3 DataVertex may immediately suspend or terminate Customer’s access if Customer uses the Licensed Data in violation of Section 2, or if Customer fails to pay fees.
4.4 Effect of Termination: Upon expiration or termination of the license, Customer shall immediately cease all use of the Licensed Data, delete or destroy all copies of the Licensed Data (unless otherwise agreed), and certify in writing to DataVertex that such deletion/destruction has occurred. Termination or expiration shall not relieve Customer of its obligation to pay accrued fees or any liability for breach.
4.5 Survival: The provisions of Confidentiality, Indemnification, Disclaimer of Warranties, Limitation of Liability, Governing Law, and other provisions shall survive termination or expiration of the license.
5. Intellectual Property
5.1 As between the parties, DataVertex retains all rights, titles, and interests in the API and Candidate On-Demand, the Licensed Data, and all intellectual property rights therein, and no ownership rights are transferred to Customer except for the license granted herein. DataVertex retains the right to use Customer’s feedback or suggestions to improve the Service.
5.2 Customer retains rights to its own data, modifications, analytics, or outputs that Customer creates from the Licensed Data (subject to Customer’s compliance with Section 2).
5.3 Customer permits DataVertex to use Customer’s name and logo to identify Customer as a user of DataVertex services for marketing purposes, unless Customer requests in writing that DataVertex cease such use.
6. Confidentiality
Each party (the “Receiving Party”) shall keep confidential and not disclose the other party’s Confidential Information (including API specifications, pricing, business processes, Licensed Data, customer lists, etc.) except to its employees or contractors who need to know and who are bound by confidentiality obligations. Confidential Information does not include information that (i) was publicly known at the time of disclosure, (ii) becomes publicly known other than through breach, (iii) was already lawfully in the Receiving Party’s possession without restriction, or (iv) was independently developed without use of the disclosing party’s Confidential Information.
7. Data Protection & Compliance
7.1 Customer shall use the Licensed Data in compliance with all applicable laws and regulations (including data-protection, privacy, telecommunications, employment, and anti-spam laws).
7.2 Customer shall be responsible for managing and processing data subjects’ requests, notices, and rights required by applicable laws and regulations for Licensed Data.
7.3 DataVertex shall implement commercially reasonable technical and organizational measures to safeguard its systems and Licensed Data.
7.4 To the extent Customer collects or processes personal data using the Licensed Data, Customer and DataVertex shall each be an independent “Data Controller” (or “Business” under CCPA). Customer is responsible for compliance with data-controller obligations under applicable laws.
8. Representations & Warranties
8.1 Each party represents and warrants that it has the legal power and authority to enter into this agreement and to perform its obligations.
8.2 DataVertex represents that it has the right to provide the Licensed Data to Customer under the terms of this license.
8.3 CUSTOMER REPRESENTS THAT ITS USE OF THE LICENSED DATA WILL BE FOR RECRUITING PURPOSES IN ACCORDANCE WITH SECTION 2, AND THAT IT WILL NOT USE THE LICENSED DATA FOR PROHIBITED PURPOSES.
9. Disclaimer of Warranties
EXCEPT FOR THE LIMITED WARRANTIES ABOVE, THE SERVICE, API AND CANDIDATE ON-DEMAND, LICENSED DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. DATAVERTEX DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AS WELL AS ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY ACCURATE.
10. Limitation of Liability
10.1 IN NO EVENT SHALL DATAVERTEX (OR ITS AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA OR BUSINESS INTERRUPTION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 DATAVERTEX’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
11. Indemnification
Customer shall indemnify, defend, and hold harmless DataVertex and its officers, directors, affiliates, licensors and suppliers from and against any claims, liabilities, damages, losses, costs or expenses (including reasonable attorneys’ fees) arising out of or relating to:
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Customer’s breach of these Terms or the Order Form;
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Customer’s unauthorized use of the Licensed Data provided via API or Candidate On-Demand;
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Customer’s violation of any applicable law or the rights of a third party in connection with its use of the Licensed Data.
12. Modifications
DataVertex may update or revise these Terms from time to time in its discretion. If the revisions are material, DataVertex will provide at least thirty (30) days’ notice before the new terms take effect. By continuing to access or use the Service after the effective date of the revised Terms, Customer agrees to be bound by the updated Terms. If Customer does not agree to the changes, the Customer’s sole recourse is to stop using the Service and terminate the Order Form (in accordance with its termination rights).
13. Governing Law & Dispute Resolution
This Agreement, the Order Form, and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law provisions. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Sacramento, California.
14. Miscellaneous
14.1 Entire Agreement. This Agreement, the Order Form, and the Data Processing Addendum (“DPA”) constitute the entire agreement between the parties regarding the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to the subject matter.
14.2 Severability. If any provision of this agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
14.3 Waiver. The failure of a party to enforce any right or remedy under this agreement shall not constitute a waiver of such right or remedy in the future.
14.4 Assignment. Customer may not assign this agreement or any rights or obligations hereunder without DataVertex’s prior written consent. DataVertex may assign this agreement in connection with a merger, acquisition, or sale.
14.5 Notices. All notices given under this agreement must be in writing and delivered by courier, certified mail (return receipt requested), or email (with confirmation of receipt) to the address set forth in the Order Form (or a party’s registered address).
14.6 Relationship of Parties. The parties are independent business entities. Nothing in this agreement shall create a partnership, joint venture, employment, or agency relationship.
By executing an Order Form referencing these Terms, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement, the DPA, and the applicable Order Form.
DataVertex
6770 Stanford Ranch Rd, #1066, Roseville, CA 95678