ProMarket AI - Terms of Service

These Terms of Service (the “Terms”) constitute a legally binding agreement between ProMarket AI LLC (“ProMarket AI,” “Company,” “we,” “our,” or “us”) and the individual or legal entity accessing or using the Services (“Customer,” “you,” or “your”).

By accessing, registering for, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you do not agree to these Terms, you may not access or use the Services.

1. Definitions

For purposes of these Terms:

“Account”

The Customer’s registered account used to access the Services.

“Authorized Users”

Employees, contractors, or representatives authorized by Customer to access the Services.

“Candidate Data”

Resumes, candidate profiles, employment history, contact information, notes, communications, and other candidate-related information uploaded to or processed by the Services.

“Company Data”

All data, content, files, documents, text, prompts, feedback, and information submitted to the Services by Customer or Authorized Users.

“Generated Content”

AI-generated outputs, recommendations, insights, outreach drafts, hiring manager suggestions, scoring, summaries, or analytics generated by the Services.

“Services”

The ProMarket AI platform, software, APIs, integrations, dashboards, analytics, communication tools, websites, applications, and related services.

“Subscription Term”

The duration of Customer’s paid subscription.

“Third-Party Data Providers”

External providers of employment data, company data, contact information, public web information, enrichment data, email verification, or similar datasets integrated into the Services.

2. Eligibility and Authority

You represent and warrant that:

• You are at least eighteen (18) years old;
• You have the authority to enter into these Terms on behalf of yourself or the entity you represent;
• Your use of the Services does not violate any applicable law, regulation, or contractual obligation.

If you are using the Services on behalf of a company or organization, you agree that you bind that entity to these Terms.

3. License Grant

Subject to these Terms and payment of all applicable fees, ProMarket AI grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to access and use the Services solely for Customer’s internal business purposes.

Customer may permit Authorized Users to access the Services solely on Customer’s behalf.

Except for the limited rights expressly granted herein, ProMarket AI retains all right, title, and interest in and to the Services, including all software, algorithms, workflows, user interfaces, scoring methodologies, AI systems, designs, trademarks, and intellectual property.

4. Restrictions on Use

Customer shall not, and shall not permit any third party to:

• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Services;
• Copy, modify, reproduce, or create derivative works of the Services;
• Sell, sublicense, lease, resell, or commercially exploit the Services except as expressly permitted;
• Use automated means, bots, scraping tools, or extraction methods against the Services except as expressly authorized;
• Circumvent usage limitations, generate limits, seat restrictions, authentication systems, or security protections;
• Use the Services for unlawful, discriminatory, deceptive, or fraudulent activities;
• Upload viruses, malware, malicious code, or harmful content;
• Use the Services to violate employment laws, privacy laws, anti-spam laws, or data protection laws;
• Use the Services to harass, defame, threaten, or improperly contact individuals;
• Use the Services to send unsolicited communications in violation of applicable laws including the CAN-SPAM Act, TCPA, GDPR, or similar laws.

ProMarket AI reserves the right to suspend or terminate access for violations of these Terms.

5. Customer Responsibilities

Customer is solely responsible for:

• All activity occurring under its Account;
• Maintaining the confidentiality of login credentials;
• Ensuring Authorized Users comply with these Terms;
• The legality, accuracy, and integrity of Company Data;
• Obtaining all necessary rights, permissions, and consents related to Candidate Data and Company Data;
• Ensuring outreach conducted using the Services complies with all applicable laws and regulations.

Customer acknowledges that the Services are intended to assist recruiting, business development, hiring, staffing, and market intelligence workflows, and that Customer remains solely responsible for all hiring, outreach, employment, and business decisions.

6. AI-Generated Content Disclaimer

The Services utilize artificial intelligence, machine learning models, automation systems, public web data, third-party data sources, and predictive analytics.

Customer acknowledges and agrees that:

• Generated Content may contain inaccuracies, omissions, outdated information, hallucinations, incorrect assumptions, or incomplete information;
• Generated Content is provided for informational and workflow assistance purposes only;
• ProMarket AI does not guarantee the accuracy, completeness, legality, deliverability, availability, or effectiveness of Generated Content;
• Customer is solely responsible for reviewing and validating all Generated Content prior to use;
• ProMarket AI does not guarantee meetings, placements, hires, business opportunities, revenue, response rates, or recruiting outcomes.

Customer should independently verify all hiring manager information, company information, outreach messaging, contact information, employment data, and recommendations before acting upon them.

7. Data Ownership and Usage Rights

As between the parties, Customer retains ownership of Company Data.

Customer grants ProMarket AI a worldwide, non-exclusive, royalty-free license to host, process, transmit, store, display, copy, analyze, and use Company Data solely:

• To provide and improve the Services;
• To operate, maintain, secure, and support the Services;
• To generate analytics and system insights;
• To train, improve, and optimize internal machine learning and product functionality using aggregated and de-identified data;
• As otherwise permitted by the Privacy Policy.

ProMarket AI will not sell Customer’s non-public Company Data to third parties.

Customer represents and warrants that it has all necessary rights, permissions, and legal bases required to upload and process Candidate Data and Company Data using the Services.

8. Third-Party Data and Integrations

The Services may include integrations with or information from Third-Party Data Providers, communication providers, CRM systems, ATS systems, enrichment vendors, email platforms, public web sources, or other external systems.

Customer acknowledges and agrees that:

• Third-party data may be inaccurate, outdated, incomplete, or unavailable;
• ProMarket AI is not responsible for third-party systems, services, APIs, or data;
• Third-party integrations may change, become unavailable, or impose separate terms;
• Customer’s use of third-party integrations may be subject to additional agreements and policies.

ProMarket AI makes no representations or warranties regarding third-party content or services.

9. Communication and Outreach Compliance

Customer is solely responsible for all communications sent using or generated through the Services.

Customer agrees to comply with all applicable laws governing email, phone, SMS, LinkedIn outreach, recruiting communications, and data privacy, including but not limited to:

• CAN-SPAM Act;
• TCPA;
• GDPR;
• CCPA;
• State privacy laws;
• Employment and anti-discrimination laws.

Customer agrees not to use the Services for spam, mass unsolicited outreach, unlawful scraping, deceptive impersonation, or unlawful surveillance.

ProMarket AI does not guarantee email deliverability, inbox placement, response rates, or communication outcomes.

10. Subscription Plans, Fees, and Payment

Customer agrees to pay all applicable subscription fees, generate fees, usage fees, overage fees, implementation fees, onboarding fees, or other charges associated with the selected subscription plan.

Unless otherwise agreed in writing:

• Fees are non-refundable;
• Fees are billed in advance;
• Subscription fees automatically renew unless canceled before renewal;
• Failure to pay may result in suspension or termination of access;
• Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Customer is responsible for all applicable taxes, duties, levies, and governmental assessments excluding taxes based on ProMarket AI’s income.

ProMarket AI reserves the right to modify pricing upon renewal with prior notice.

11. Usage Limits

Subscription plans may include limits relating to:

• Generates;
• Seats;
• Contacts;
• API calls;
• Data exports;
• Storage;
• Searches;
• Enrichment requests;
• Email activity;
• Other platform usage metrics.

Exceeding plan limits may result in overage charges, temporary throttling, suspension, or required plan upgrades.

ProMarket AI reserves the right to implement fair use limitations to preserve system stability and security.

12. Privacy and Data Protection

Customer acknowledges and agrees that use of the Services is subject to the ProMarket AI Privacy Policy.

Customer represents and warrants that:

• It has all necessary rights and lawful bases to process personal data;
• It has provided required notices and obtained required consents;
• Its use of the Services complies with applicable privacy and data protection laws.

Where applicable, Customer acts as the data controller and ProMarket AI acts as a data processor with respect to personal data processed through the Services.

13. Security

ProMarket AI implements commercially reasonable administrative, technical, and organizational safeguards designed to protect Company Data.

However, Customer acknowledges that:

• No system is completely secure;
• Internet transmissions may be intercepted;
• ProMarket AI cannot guarantee absolute security.

Customer is responsible for maintaining its own backups and security procedures.

14. Confidentiality

Each party agrees to protect the other party’s confidential and proprietary information using reasonable care.

Confidential Information does not include information that:

• Is publicly available;
• Was already known without confidentiality obligations;
• Is independently developed;
• Is lawfully received from a third party.

A party may disclose Confidential Information where required by law or legal process.

15. Intellectual Property

The Services, including all related software, AI models, workflows, interfaces, scoring methodologies, branding, designs, documentation, and technology are owned exclusively by ProMarket AI or its licensors.

Except as expressly stated herein, no rights are granted to Customer.

Customer retains ownership of its Company Data.

Generated Content may be used internally by Customer during the Subscription Term, subject to these Terms.

16. Feedback

If Customer provides suggestions, ideas, enhancement requests, recommendations, or feedback regarding the Services, ProMarket AI may use such feedback without restriction or compensation.

17. Suspension and Termination

ProMarket AI may suspend or terminate access immediately if:

• Customer breaches these Terms;
• Customer fails to pay applicable fees;
• Customer’s use creates security, legal, or operational risk;
• Required by law or third-party provider obligations.

Customer may terminate its subscription by providing written notice before the renewal date.

Upon termination:

• Customer’s access rights cease;
• ProMarket AI may delete Company Data after a commercially reasonable retention period;
• Outstanding payment obligations survive.

18. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROMARKET AI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND UNINTERRUPTED AVAILABILITY.

PROMARKET AI DOES NOT WARRANT THAT:

• THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED;
• GENERATED CONTENT WILL BE ACCURATE;
• THIRD-PARTY DATA WILL BE ACCURATE OR AVAILABLE;
• THE SERVICES WILL RESULT IN ANY PARTICULAR BUSINESS OUTCOME.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROMARKET AI SHALL NOT BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, OR BUSINESS INTERRUPTION;
• DAMAGES ARISING FROM CUSTOMER’S USE OF GENERATED CONTENT OR THIRD-PARTY DATA;
• DAMAGES ARISING FROM UNAUTHORIZED ACCESS OR SECURITY BREACHES;
• DAMAGES ARISING FROM THIRD-PARTY SERVICES OR INTEGRATIONS.

PROMARKET AI’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO PROMARKET AI DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

20. Indemnification

Customer shall defend, indemnify, and hold harmless ProMarket AI and its affiliates, officers, directors, employees, contractors, and agents from and against any claims, damages, liabilities, losses, costs, and expenses arising out of or relating to:

• Customer’s use of the Services;
• Customer’s violation of these Terms;
• Customer Data;
• Violations of privacy, employment, anti-spam, or intellectual property laws;
• Communications or outreach sent by Customer;
• Unauthorized or unlawful use of candidate information or personal data.

21. Export Compliance and Sanctions

Customer represents that it is not located in, under the control of, or a national or resident of any prohibited jurisdiction or sanctioned party.

Customer agrees to comply with all applicable export control and sanctions laws.

22. Modifications to the Services or Terms

ProMarket AI may modify the Services or these Terms from time to time.

Updated Terms become effective upon posting or as otherwise communicated.

Continued use of the Services after updates constitutes acceptance of the revised Terms.

23. Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to conflict of law principles.

Any dispute arising under these Terms shall be resolved exclusively in the state or federal courts located in Virginia, and the parties consent to such jurisdiction and venue.

24. Arbitration Option

At ProMarket AI’s sole discretion, disputes may be submitted to binding arbitration in Virginia under the rules of the American Arbitration Association.

25. Force Majeure

Neither party shall be liable for delays or failures resulting from causes beyond reasonable control, including internet outages, cyberattacks, labor disputes, governmental actions, natural disasters, utility failures, or failures of third-party providers.

26. Assignment

Customer may not assign these Terms without ProMarket AI’s prior written consent.

ProMarket AI may assign these Terms without restriction in connection with a merger, acquisition, financing, or sale of assets.

27. Entire Agreement

These Terms, together with any Order Form, Privacy Policy, Data Processing Addendum, or Supplemental Terms, constitute the complete agreement between the parties and supersede prior agreements and understandings.

28. Severability

If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect.

29. Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of future enforcement.

30. Contact Information

ProMarket AI LLC

Sterling, Virginia, USA

Email: legal@promarket.ai

31. Supplemental AI and Recruiting Platform Terms

Because the Services involve AI-assisted recruiting, staffing, market intelligence, and outreach functionality, Customer acknowledges and agrees to the following:

• ProMarket AI does not act as an employer, recruiter of record, staffing agency, broker, or employment agent;
• ProMarket AI does not guarantee employment opportunities, placements, interviews, meetings, or recruiting outcomes;
• Hiring manager identification, company targeting, and propensity scoring are predictive and probabilistic in nature;
• Customer is solely responsible for all employment-related decisions;
• Customer shall not rely exclusively on AI outputs in making employment decisions;
• Customer remains responsible for compliance with anti-discrimination and equal employment laws;
• Customer shall not use the Services in a manner that unlawfully profiles or discriminates against individuals.

32. Beta Features

ProMarket AI may offer beta, pilot, preview, experimental, or early-access features (“Beta Features”).

Beta Features are provided “AS IS” without warranties of any kind and may be modified or discontinued at any time.

ProMarket AI shall have no liability arising from Beta Features.

33. Acceptable Use Policy

Customer agrees not to use the Services to:

• Scrape platforms in violation of applicable terms;
• Send spam or unlawful solicitations;
• Conduct phishing or fraudulent activity;
• Infringe intellectual property rights;
• Process unlawful or sensitive data without authorization;
• Upload harmful code or malware;
• Circumvent security or access controls.

Violation of this section may result in immediate suspension or termination.

34. Publicity

Unless otherwise agreed in writing, ProMarket AI may identify Customer by name and logo in customer lists, investor materials, website references, and marketing materials.

Customer may opt out by providing written notice.

35. Survival

The following sections survive termination:

• Fees and Payment Obligations;
• Confidentiality;
• Intellectual Property;
• Disclaimers;
• Limitation of Liability;
• Indemnification;
• Governing Law;
• Survival;
• Any provisions intended by their nature to survive.