Main Services Agreement
By logging into your Tavi account or connecting your Slack workspace, you agree to be bound by these Terms and Conditions.
Teeming Technologies, Inc., 169 Madison Avenue, #38333, New York, NY 10016, United States
This Main Services Agreement ("Agreement") is entered into between Teeming Technologies, Inc. with offices at 169 Madison Avenue, #38333, New York, NY 10016 ("Teeming", "Tavi", or "Company") and the customer agreeing to these terms ("Customer"). This Agreement sets forth the terms and conditions under which Customer may use the Tavi offering(s) ordered by Customer that are set forth in a confirmation page, order form, quote, statement of work, invoice, or other ordering document (the "Order Form" and such offering(s), the "Services").
By accepting this agreement, including by executing an Order Form that references this agreement, clicking "I Agree," "Continue," "Add to Slack," or a similarly named button, Customer agrees to be bound by the terms of this Agreement which contains, among other things, warranty disclaimers, liability limitations, use limitations, and the Tavi Data Processing Agreement (incorporated by reference).
1. Definitions
"Candidate Data" means personal data relating to job candidates that is sourced from third-party professional databases, public sources, and enrichment services in connection with the Services.
"Customer Data" means any non-public data or content provided by Customer or its Users to Teeming in connection with the Services, including messages, documents, and files shared in Slack channels to which the Service has been granted access. Customer Data includes Learned Context but excludes Service Data.
"Deidentified Data" means deidentified or aggregated data derived from Customer Data, Output, Input, and other interactions with the Services that cannot be attributed to any specific Customer.
"Input" means data, instructions, queries, feedback, and other content provided by Customer to the Services, including through Slack messages, approvals, rejections, and other interactions.
"Learned Context" means customer-specific knowledge that the Service derives and accumulates over time from Customer's interactions, including: which candidates were approved or rejected and why; Customer's stated and inferred hiring preferences (seniority level, tech stack, culture fit signals, hiring bar); organisational context gathered from Slack channels; and the Service's evolving calibration to Customer's requirements. Learned Context is functionally an extension of Customer Data and is owned by Customer.
"Output" means data, reports, candidate assessments, shortlists, rankings, summaries, analytics, insights, or other informational outputs generated by the Services based on Customer Data, Candidate Data, or other Inputs.
"Service Data" means deidentified, aggregated data and insights derived from the provision, use, and performance of the Services that are not attributable to any specific Customer. Service Data includes general patterns about candidate sourcing effectiveness, data source reliability, and other product-level learnings.
"Services" means the Tavi AI recruiting agent, including the Slack integration, candidate search and evaluation capabilities, and any related services described in the applicable Order Form or service tier.
2. Service Description
2.1 AI Recruiting Agent
Tavi is an AI-powered recruiting agent that integrates with Customer's Slack workspace. The Service autonomously searches across multiple third-party professional databases and data sources, evaluates candidates, and delivers shortlists and assessments directly into Customer's Slack channels. The Service learns from Customer's feedback over time to calibrate to Customer's hiring preferences.
2.2 Isolated Environment
Each Customer receives a fully isolated, containerised environment. Customer Data, Learned Context, and all customer-specific processing are strictly separated from other customers' environments. No Customer's data is shared with, accessible to, or used to benefit any other customer.
2.3 Service Tiers
The Services are available in two tiers:
(a) Self-Serve Tier. Metered, usage-based pricing. Customer installs the Service to their Slack workspace and interacts directly with the AI agent. No per-seat charges; Customer's entire team may interact with the Service within authorised channels. The Self-Serve tier does not include any automated outreach to candidates; the Service does not send emails, messages, or other communications to candidates on Customer's behalf.
(b) Premium (Managed) Tier. A white-glove service combining AI-powered search with dedicated human recruiters from Teeming, access to Teeming's talent network, custom search strategies, and human-led outreach and screening. The Premium tier is subject to additional terms set forth in the Premium Services Schedule (Exhibit C), if applicable.
3. Slack Integration & Workspace Access
3.1 Customer Control
Customer adds the Service to Slack channels at Customer's sole discretion. Customer controls which channels the Service has access to at all times and may revoke access by removing the Service from any channel or disconnecting the Slack integration entirely.
3.2 Data Processing Within Channels
Within channels to which it is invited, the Service processes messages and interactions to deliver the Services. This may include recruiting, market intelligence, strategic research, and other professional services that Teeming develops an offering for under this Agreement.
3.3 Cumulative Context
The Service builds cumulative context about Customer's organisation, preferences, market position, and hiring patterns over time. This Learned Context is stored within Teeming's infrastructure and may be used to improve and deliver any Services provided under this Agreement, not limited to the original channel or use case in which the information was observed. Learned Context is Customer Data and is subject to the data handling provisions in Section 11.
4. Restrictions and Responsibilities
4.1 Customer Restrictions
Customer will not, directly or indirectly:
- (a) Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"), including Teeming's search strategies, ranking algorithms, or data pipelines;
- (b) Modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Teeming or authorised within the Services);
- (c) Use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party;
- (d) Remove any proprietary notices or labels;
- (e) Create or retain copies of Output or other content made available to Customer via the Services, except as reasonably necessary for Customer's internal business use and in compliance with applicable law;
- (f) Scrape, harvest, extract, or otherwise systematically collect or attempt to recreate data, content, or information from the Services, or use automated means to access, compile, or reproduce any part of the Services;
- (g) Build a competitive product or service based upon the Services, or copy features or functions of the Services;
- (h) Use the Services or any Output for any purpose other than Customer's internal recruiting, staffing, or closely related internal business activities, including, without limitation, use of the Services or Output in connection with sales emails, spam campaigns, list brokering, or resale or further distribution of any content or Output from the Services;
- (i) Use any Output or other data derived from the Services to (i) create, train, test, or improve any machine learning algorithms or artificial intelligence systems, (ii) develop foundation models or other large-scale models that compete with Tavi, (iii) mislead any person that Output was solely human-generated, or (iv) violate Teeming's usage guidelines or instructions; or
- (j) Reverse-engineer, reconstruct, or attempt to derive Teeming's search strategies, candidate ranking algorithms, data source integrations, or data enrichment pipelines from the Output or any other aspect of the Services.
4.2 Export Compliance
Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
4.3 Customer Compliance
Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Teeming's standard published policies then in effect (the "Policy") and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Teeming against any damages, losses, liabilities, settlements and expenses in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Services.
4.4 Customer Equipment
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services.
5. Customer Obligations: Hiring Compliance
5.1 Hiring Decisions
Customer bears sole responsibility for all hiring and employment decisions. Output from the Services is advisory only.
5.2 Anti-Discrimination
Customer is solely responsible for ensuring that its use of the Services and any hiring decisions based on Output comply with all applicable employment and anti-discrimination laws.
5.3 Automated Employment Decision Tools
Customer acknowledges that certain jurisdictions have enacted regulations governing the use of automated employment decision tools. Customer is responsible for determining applicability and compliance.
5.4 Verification
Customer is responsible for independently verifying all candidate information provided through the Services before acting on it.
6. Confidentiality; Proprietary Rights; Data Privacy
6.1 Proprietary Information
"Proprietary Information" means all non-public information disclosed by one party to the other that is designated as confidential or that should reasonably be understood to be confidential.
6.2 Customer Data Ownership
As between the parties, Customer owns all right, title, and interest in and to Customer Data, including Learned Context.
6.3 Teeming IP
Teeming shall own and retain all right, title and interest in and to the Services and Software, all improvements, enhancements or modifications thereto, and Service Data.
6.4 Output
Customer may use Output for its internal business purposes, subject to this Agreement. Output is advisory only.
6.5 Service Data
Teeming shall have the right to create, collect and analyze Service Data for improving the Services and other Teeming offerings.
6.6 Learned Context
Learned Context is Customer Data. During the term, it is used solely to improve the Services for that Customer and is not shared with any other customer.
6.7 Data Processing Agreement
The Teeming Data Processing Agreement ("DPA") applies where Teeming processes Customer Data as a data processor.
6.8 LLM Sub-processors
The Services use third-party LLM providers. Teeming uses commercially reasonable efforts to ensure LLM sub-processors do not use Customer Data for model training.
6.9 Candidate Data
Teeming is a data controller for sourced Candidate Data. When delivered to Customer, Customer becomes a data controller in its own right.
6.10 CCPA Provisions
CCPA-specific provisions apply to the extent Teeming Sells or Shares Personal Information with Customer.
7. Fees and Billing
7.1 Fees
The Self-Serve tier uses metered, usage-based billing through Stripe. The Premium tier is billed as a custom contract or retainer.
7.2 Pricing Changes
Teeming reserves the right to modify pricing upon thirty (30) days' prior notice.
7.3 Billing Disputes
Customer must contact Teeming no later than 60 days after the billing statement in which the error appeared. Contact: [email protected].
7.4 Late Payment
Teeming may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Teeming thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Teeming's net income.
8. Third-Party Data Sources
The Services search across multiple external professional databases and enrichment services on Customer's behalf. Customer does not need to separately subscribe to these data sources; they are bundled with the Services. Customer acknowledges that:
- (a) Candidate Data sourced from third-party providers is subject to those providers' terms of service and applicable data protection regulations;
- (b) Teeming does not guarantee the accuracy, completeness, timeliness, or availability of data from third-party sources;
- (c) Third-party data sources may change, become unavailable, or modify their terms, which may affect the scope or quality of the Services; and
- (d) Customer is responsible for independently verifying Candidate Data before acting on it.
9. Warranty and Disclaimer
9.1 Service Standard
Teeming shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Teeming or by third-party providers, or because of other causes beyond Teeming's reasonable control, but Teeming shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption.
9.2 AI Output Disclaimer
The Services provide AI-generated Output, including candidate assessments, rankings, summaries, and recommendations. All such Output is advisory only and does not constitute a guarantee of any candidate's suitability, qualifications, fitness for hire, or accuracy of any information presented. Customer bears sole responsibility for all hiring and employment decisions. Teeming does not guarantee the accuracy, completeness, or currency of Candidate Data sourced from third-party providers.
9.3 General Disclaimer
Except as expressly set forth in this section, the Services are provided "as is" and Teeming disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. Teeming does not warrant that the Services will be uninterrupted or error free, nor does it make any warranty as to the results that may be obtained from use of the Services.
10. Limitation of Liability
Notwithstanding anything to the contrary, except for bodily injury of a person, Teeming and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this Agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond Teeming's reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by Customer to Teeming for the Services under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not Teeming has been advised of the possibility of such damages.
11. Term, Termination, and Data Handling
11.1 Term
Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the "Term"), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
11.2 Termination for Cause
In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided.
11.3 Post-Termination Data Handling
Upon termination or expiration of this Agreement, data is handled in three tiers:
- (a) Raw Customer Data. Teeming will make Customer Data available to Customer for electronic retrieval for a period of thirty (30) days following the effective date of termination. After this retrieval period, raw Customer Data will be permanently deleted.
- (b) Learned Context. Customer-specific Learned Context will enter a dormancy period of up to twelve (12) months following termination. During the dormancy period, Learned Context is not actively processed but is retained in Customer's isolated environment to enable continuity if Customer resubscribes. Customer may request immediate deletion at any time, and Teeming will comply within thirty (30) days.
- (c) Service Data. Deidentified, aggregated Service Data that cannot be attributed to any specific Customer is retained indefinitely for service improvement, in accordance with Section 6.5.
11.4 Survival
All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
12. Miscellaneous
12.1 Severability
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
12.2 Assignment
This Agreement is not assignable, transferable or sublicensable by Customer except with Teeming's prior written consent. Teeming may transfer and assign any of its rights and obligations under this Agreement without consent.
12.3 Entire Agreement
This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
12.4 No Agency
No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Teeming in any respect whatsoever.
12.5 Attorneys' Fees
In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.
12.6 Notices
All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
12.7 Governing Law
This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions.
12.8 Customer Reference
Teeming may use Customer's name, logo, and marks to identify Customer as a Tavi customer on Teeming's website and create marketing materials such as press releases, advertisements, brochures, and other marketing materials.
Exhibit A: Service Level Terms
Reserved. No SLA is included at this stage. A Service Level Agreement may be added as an exhibit at a later date.
Exhibit B: Support Terms
Teeming will provide Technical Support to Customer via electronic mail and in-app support on weekdays during the hours of 9:00 am through 5:00 pm Eastern time, with the exclusion of Federal Holidays ("Support Hours").
Customer may initiate a helpdesk ticket any time by emailing [email protected] or using the in-app support feature.
Teeming will use commercially reasonable efforts to respond to all Helpdesk tickets within five (5) business days.
Exhibit C: Premium Services Schedule
Reserved. Additional terms governing the Premium (Managed) tier will be set forth in this Schedule when applicable.
- (a) Service Scope. The Premium tier combines AI-powered search with dedicated human recruiters from Teeming, access to Teeming's talent network, custom search strategies, and human-led outreach and screening.
- (b) Outreach. In the Premium tier, Teeming's human recruiters send communications to candidates from Teeming's own email addresses, under Teeming's identity, on a legitimate interest basis under GDPR. Teeming is the data controller for this outreach activity.
- (c) For the avoidance of doubt, the Self-Serve tier does not include any automated or human-led outreach to candidates.