Terms of Service

1. Introduction & Acceptance of Terms

These Terms of Service ("Terms") govern access to and use of the XATZ recruiting platform (the "Service"), provided by Procyon TechnoStructure LLC ("XATZ," "we," "us").

By creating an account, starting a free trial, or otherwise accessing the Service, you agree to these Terms on behalf of yourself and, if applicable, the Organization you represent. If you do not agree, do not use the Service.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you" refers to that entity.

2. Definitions

3. Accounts & Eligibility

• You must be at least 18 years old (or the age of majority in your jurisdiction) to create an account.
• An Organization is responsible for all activity under its workspace, including actions taken by its invited staff (recruiters, hiring managers, admins) and any client users given access under Agency Mode.
• Access within a workspace is governed by the roles and permissions the Organization configures.
• You must provide accurate registration information and keep your login credentials confidential. Notify us immediately at xatzsupport@procyonts.com of any unauthorized use of your account.
• We may suspend or refuse an account that we reasonably believe was created fraudulently or in violation of these Terms.

4. Subscription Plans, Fees & Billing

• Free trial: new Organizations may receive a 14-day free trial. No credit card is required unless stated otherwise at signup. We may end or modify the free trial at any time.
• Plans & usage caps: each Subscription tier (Solo, Team, Growth, or a custom Enterprise plan) includes defined monthly caps on resume parses, AI outreach calls, and AI video assessments, as described on our pricing page at the time of purchase.
• Billing: fees are billed in advance on a recurring basis (monthly or annual, as selected) and are non-refundable except as required by law or expressly stated otherwise.
• Auto-renewal: subscriptions renew automatically at the end of each billing period unless cancelled before the renewal date.
• Overages: exceeding a plan's usage caps may result in an additional charge, a temporary feature limit, or a required upgrade, as described on our pricing page.
• Taxes: fees are exclusive of applicable taxes, which you are responsible for unless we are required by law to collect them.
• Price changes: we may change our fees with at least 30 days' notice before your next renewal.

5. Acceptable Use Policy

You agree not to:

• Use the Service for any unlawful purpose, including employment discrimination on the basis of a protected characteristic
• Use the Service to source, contact, assess, or evaluate a candidate without a lawful basis and, where required, the candidate's notice or consent
• Attempt to reverse-engineer, decompile, or access the Service's source code or underlying models, except as permitted by law
• Scrape, crawl, or bulk-extract data from the Service outside of its provided export features
• Circumvent usage caps, rate limits, or security controls
• Use the AI Voice Outreach or AI Video Assessment features to impersonate a real person, or to contact individuals who have opted out or are on a do-not-contact list
• Upload malicious code, or content you do not have the rights to submit
• Resell or white-label the Service without our prior written consent

We may investigate and take action, including suspension or termination, for any violation of this policy.

6. AI Features & Your Responsibilities

• The Service's AI features (sourcing, AI Voice Outreach, AI Video Assessment, AI Scoring, Workflow Automation) are decision-support tools. You, the Organization, remain solely responsible for your hiring decisions and for ensuring those decisions comply with applicable employment, anti-discrimination, and AI-in-hiring laws.
• You are responsible for providing candidates with any legally required notice or obtaining any required consent before they interact with an AI-led interview, assessment, or automated scoring, and before any call is placed to them.
• You agree to maintain meaningful human review of AI-generated scores and proctoring flags before making an adverse hiring decision based on them, and to make that review available to a candidate who requests it.
• You will not use the Service's AI features to make hiring decisions based on a candidate's protected characteristics, and you are responsible for auditing your own use of AI scoring for disparate impact, where required by law.
• XATZ does not guarantee the accuracy, completeness, or fitness for any particular purpose of any AI-generated score, transcript, or proctoring flag.

7. Candidate Data & Content

• As between you and XATZ, you own and control the candidate and Content you submit to or generate within the Service. You grant XATZ a limited license to host, process, and display that Content solely to provide the Service to you.
• You are responsible for the accuracy and lawfulness of the Content you submit, including any candidate data you upload or import via bulk import.
• How XATZ collects, uses, and protects candidate personal information is described in our Privacy Policy, which is incorporated into these Terms by reference.
• You may export your Content from the Service, and may request deletion of your workspace's data, subject to the retention terms in the Privacy Policy and any legal holds.
• If you operate in Agency Mode, you are responsible for having the appropriate rights and agreements in place with your clients to share candidate data with them through the Service.

8. Intellectual Property & Confidentiality

• XATZ and its licensors own all right, title, and interest in the Service, including its software, models, workflows, and trademarks. These Terms grant you a limited right to use the Service, not any ownership interest in it.
• Any feedback or suggestions you give us about the Service may be used by us without restriction or obligation to you.
• Each party will protect the other's confidential information with the same degree of care it uses for its own confidential information (and no less than reasonable care), and will use it only to perform its obligations under these Terms.
• Confidentiality obligations do not apply to information that is publicly available, already known to the receiving party, or independently developed without use of the other party's confidential information.

9. Third-Party Services

The Service relies on third-party providers to power features like AI processing, telephony/speech-to-text, and payment processing, as listed in our Privacy Policy's subprocessor table. We are not responsible for the availability or performance of these third-party services, though we select and contract with them under confidentiality and data-protection terms. If the Service integrates with a third-party product you choose to connect (for example, a calendar or job board), your use of that product is governed by its own terms.

10. Term, Suspension & Termination

• These Terms remain in effect for as long as you have an active account or Subscription.
• You may cancel your Subscription at any time; cancellation takes effect at the end of the current billing period unless stated otherwise.
• We may suspend or terminate your access immediately if you materially breach these Terms (including the Acceptable Use Policy), fail to pay fees when due, or if required to comply with law.
• Upon termination, your right to use the Service ends, and we will make your Content available for export for 30 days, after which it may be deleted per the Privacy Policy's retention terms.
• Sections that by their nature should survive termination (including Sections 7, 8, 11, 12, 13, and 14) will survive.

11. Disclaimers & Warranties

The Service is provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and noninfringement.

Without limiting the foregoing, XATZ does not warrant that: (a) the Service will be uninterrupted, timely, secure, or error-free; (b) any AI-generated score, transcript, or evaluation will be accurate or complete; or (c) using the Service will result in any particular hiring outcome.

12. Limitation of Liability

To the maximum extent permitted by law, XATZ will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, data, or goodwill, arising from your use of the Service, including any hiring decision made using the Service.

XATZ's total liability arising out of or related to these Terms will not exceed the amount you paid to XATZ in the 12 months preceding the claim. This limitation does not apply to: (a) either party's indemnification obligations; (b) a breach of confidentiality; or (c) liability that cannot be limited under applicable law.

13. Indemnification

• You will defend, indemnify, and hold XATZ harmless from any claim, loss, or expense (including reasonable attorneys' fees) arising from: (a) your use of the Service in violation of these Terms, including the Acceptable Use Policy; (b) a hiring decision you made using the Service; (c) your violation of applicable employment, anti-discrimination, or AI-in-hiring law; or (d) Content you submitted to the Service.
• XATZ will defend and indemnify you against a third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights.

14. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of California, USA, without regard to conflict-of-law principles. Any dispute arising out of or relating to these Terms will be resolved in the state or federal courts located in California, and each party consents to the exclusive jurisdiction of those courts.

15. Changes to These Terms

We may update these Terms from time to time. If we make a material change, we will notify Customers by email or in-app notice at least 14 days before it takes effect. Continued use of the Service after a change takes effect constitutes acceptance of the updated Terms.

16. General Provisions & Contact Us

• Assignment: you may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Force majeure: neither party is liable for delay or failure to perform due to causes beyond its reasonable control.
• Entire agreement: these Terms, together with the Privacy Policy and any order form or enterprise agreement, are the entire agreement between you and XATZ regarding the Service.
• Severability: if any provision is found unenforceable, the remaining provisions stay in effect.
• No waiver: failure to enforce a provision is not a waiver of the right to do so later.