Master Subscription Agreement
GREENHOUSE SOFTWARE, INC.
Last Updated: February 1, 2026
1. SCOPE OF AGREEMENT
This Master Subscription Agreement (“MSA”) governs Greenhouse’s provision of Greenhouse Services, and Customer’s use thereof, pursuant to an Order Form executed between Greenhouse Software, Inc. (“Greenhouse”) and the entity placing an order for Greenhouse Services (“Customer”) (each, a “Party,” and collectively, the “Parties”). By executing an Order Form that incorporates this MSA by reference, Customer agrees to the terms of this MSA. The Parties may add Order Forms from time to time during the Term. Together, the MSA, any applicable Order Form(s) and/or SOW(s), the SLA, any applicable Product Terms, and any applicable addenda hereto constitute the “Agreement.” Capitalized terms used but not defined in this Section are defined below.
2. DEFINITIONS
“Affiliate” means any entity which is directly or indirectly controlling, controlled by, or under common control with a Party to this Agreement. In the case of Greenhouse, Affiliate shall mean Greenhouse Enterprises, LLC and any other entities that Greenhouse Enterprises, LLC directly or indirectly controls through one or more intermediaries.
“AI Terms” means the terms that apply to Customer’s use of Greenhouse’s AI Features, as that term is defined therein, available at AI Terms.
“Customer Data” means any material that is entered into the SaaS Services by or on behalf of Customer, Customer Affiliates, Customer Personnel or Customer’s job applicants (including but not limited to job descriptions, interview questions, scorecards, interview notes, and resumes).
“Customer Personnel” means Customer’s employees and other third-party users acting on behalf of Customer or its Affiliates at their request.
“Greenhouse Account” means Customer’s password-restricted account by which it may access and use the SaaS Services.
“Greenhouse Services” means the SaaS Services and Professional Services provisioned to Customer pursuant to the Agreement.
“Internal Use” means use of the Greenhouse Services for recruiting and hiring purposes, solely for the benefit of Customer and/or Customer Affiliates.
“Order Form” means a written ordering document that is executed by both Parties, describes the Greenhouse Services and any Resold Third Party Services purchased, and sets forth the term, fees, and billing terms. Order Forms shall incorporate this MSA by reference.
“Performance and Usage Data” means any data or other content submitted to, collected by, or generated by Greenhouse in connection with Greenhouse’s development or operation of or Customer’s use of the Greenhouse Services, provided that Performance and Usage Data shall not include any Personal Data or any data that is attributed to or otherwise linked to a specific customer.
“Personal Data” means information that identifies or can reasonably be used to identify a natural person, including but not limited to a name, email address, phone number, or online identifier, that is uploaded into the SaaS Services by or on behalf of Customer, or Customer Affiliates, Customer Personnel or provided by Customer’s job applicants via online applications.
“Product Terms” means terms that only apply to certain Products or features, available at Product Terms.
“Professional Services” means services provided by Greenhouse to enable or optimize Customer’s use of the SaaS Services, which may include without limitation data migration, data export, implementation, ongoing support, custom development, and individualized training. All Professional Services will be provided subject to the terms of the Professional Services Addendum, available at Professional Services Addendum, and may be provided subject to a separate SOW executed by the Parties.
“SaaS Services” means Greenhouse’s proprietary recruiting and onboarding software-as-a-service products, which shall be accessed by Customer via the internet or mobile app, and will include any features or updates made generally available at no additional charge to similarly situated Greenhouse customers, as well as any Resold Third-Party Services. SaaS Services does not include Third Party Services not resold by Greenhouse nor any Professional Services.
“SLA” means Greenhouse’s Service Level Agreement, which is located at https://www.greenhouse.io/service-level-agreement.
“SOW” or “Statement of Work” means a written order executed by the Parties or attached to an Order Form that describes the Professional Services to be provided to Customer.
“Third-Party Services” means any web-based, mobile, offline or other services, products, software, data, information or materials that are provided by a third party or are otherwise not proprietary to Customer or Greenhouse and interoperate or are otherwise provided in connection with the Greenhouse Services, including Third-Party Services that are resold by Greenhouse (each, a “Resold Third-Party Service”). Resold Third Party Services may be subject to additional Product Terms that supplement and are incorporated by reference into this MSA.
3. PROPRIETARY RIGHTS
(a) Access to SaaS Services. Subject to and conditioned on Customer’s compliance with the terms and conditions of the Agreement, including without limitation payment of Fees, Greenhouse grants to Customer and its Affiliates a non-exclusive, non-transferable, non-sublicensable, worldwide right to access and use the SaaS Services purchased by Customer, as provided by Greenhouse, solely for Internal Use during the Term.
(b) Greenhouse Ownership of Greenhouse Services. Except for the rights granted in Section 3(a) above, Greenhouse retains all right, title and interest, including all intellectual property rights, in and to the Greenhouse Services and Performance and Usage Data. Customer acknowledges that the Greenhouse Services include Greenhouse’s valuable trade secrets and improper use or disclosure may cause Greenhouse irreparable harm. Accordingly, Customer agrees to use the Greenhouse Services solely as authorized in this Agreement. Customer further acknowledges that the rights granted pursuant to this Agreement are not a sale and does not transfer to Customer title or ownership of the SaaS Services or a copy of any source or object code related to the SaaS Services, but only a right of limited use. ALL RIGHTS IN AND TO THE GREENHOUSE SERVICES NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO GREENHOUSE.
(c) Customer Data. Subject to the terms and conditions of this Agreement, Customer grants to Greenhouse a non-exclusive, non-transferable (except pursuant to Section 12(a) below), worldwide license to use the Customer Data for the purpose of providing the Greenhouse Services, including the right to store, process, display, use and generally make the Customer Data available through the internet and the SaaS Services in order to provide the Greenhouse Services in accordance with this Agreement. Customer represents and warrants that: (i) it either owns the Customer Data or is otherwise permitted to grant the license set forth in this Section 3(c), (ii) Customer owns or otherwise has and will have the necessary rights and consents so that the posting and use of Customer Data on or through the SaaS Services does not and will not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, and (iii) the posting of Customer Data on the SaaS Services does not and will not result in a breach of contract between Customer and any third party.
(d) Performance and Usage Data. Customer acknowledges and agrees that Greenhouse may use Customer Data internally for the purpose of generating Performance and Usage Data, and may freely use, make available, and retain Performance and Usage Data for Greenhouse’s own business and other lawful purposes (including, but not limited to, sales, marketing, business and technology development, product enhancement, service improvement or customer service purposes). For the avoidance of doubt, Performance and Usage Data does not constitute Customer Data and will not include any Personal Data.
(e) Feedback. If Customer, its Affiliates, or any Customer Personnel sends or transmits any communications, materials or feedback to Greenhouse suggesting or recommending changes, modifications, alterations or fixes to Greenhouse Services, including without limitation, new features or functionality relating thereto (“Feedback”), Greenhouse is free to use such Feedback in its sole discretion, and Customer hereby irrevocably assigns to Greenhouse on its behalf, and on behalf of its Affiliates or Customer Personnel, all right, title, and interest in the Feedback.
4. USE OF THE GREENHOUSE SERVICES
(a) Greenhouse’s Responsibilities. Greenhouse will make the SaaS Services available as set forth in the SLA, which is incorporated into this MSA in its entirety, and will provide the Greenhouse Services only in accordance with applicable laws and government regulations. Greenhouse will maintain appropriate administrative, technical and physical safeguards designed to protect the security, confidentiality and integrity of Customer Data in accordance with Greenhouse’s Security Addendum available at Security Addendum, which is incorporated into this MSA. Greenhouse will provide support for the SaaS Services in accordance with Greenhouse Technical Support Guidelines posted at https://support.greenhouse.io/hc/en-us/articles/38179007718043-Technical-Support-Guidelines.
(b) Customer Responsibilities. Customer will: (i) ensure that its Affiliates and Customer Personnel comply with this Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the SaaS Services, and notify Greenhouse immediately of any such unauthorized access and/or use of which Customer becomes aware, and (iii) use the SaaS Services only in accordance with this Agreement and all applicable laws and government regulations. Customer and its Affiliates shall be jointly and severally liable for any breach of this Agreement by a Customer Affiliate.
(c) Restrictions on Use of Greenhouse Services. Customer will not, and will not permit any third party to: (i) make the Greenhouse Services available to any third party (except any Affiliate or Customer Personnel), (ii) sell, resell, rent, lend, sublicense, assign, distribute, publish, transfer, lease or otherwise use the Greenhouse Services for the benefit of third parties (except any Affiliate), (iii) use the Greenhouse Services to store or transmit material that infringes the intellectual property rights or other proprietary rights of any third party or violates third-party privacy rights, (iv) use the Greenhouse Services to transmit malicious code, (v) attempt to gain unauthorized access to the Greenhouse Services or its related systems or networks, (vi) interfere with or disrupt the integrity or performance of the Greenhouse Services or any third-party data contained therein, (vii) copy, modify, translate, or create derivative works of the Greenhouse Services, (viii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Greenhouse Services, (ix) circumvent or attempt to circumvent any technological protective measures put in place to prevent or restrict access to the Greenhouse Services, including without limitation other accounts, computer systems or networks connected to the Greenhouse Services, or (x) use or view the Greenhouse Services for the purposes of developing, directly or indirectly, a product or service competitive to the Greenhouse Services. Greenhouse may monitor the Greenhouse Services for a violation of this Agreement or any applicable law or third party rights and, notwithstanding anything to the contrary in this MSA, Greenhouse may, without liability to Customer: (I) suspend access to the Greenhouse Services for the duration of any such violation, or (II) immediately terminate this Agreement upon reasonable suspicion that the Greenhouse Services are being used in a manner that is reasonably suggestive of fraud or that Customer is using the Greenhouse Services for a reason other than Customer’s Internal Use or in violation of this Section 4(c). Greenhouse will use commercially reasonable efforts to provide notice to Customer in advance of any such suspension or termination to the extent practicable under the circumstances and will promptly restore access once the issue has been resolved.
(d) API Usage.
(i) General. Customer's use of the Greenhouse API shall be subject to any usage limits, rate limits, and fees set forth in the applicable Order Form. Usage in excess of any limits specified in the Order Form may result in additional fees at the rates stated therein. For the avoidance of doubt, use of or access to the Greenhouse API by a third party that is acting as agent of or at the instruction of Customer shall be considered Customer's use for the purposes of this Section 4(d).
(ii) Fair Use of API. Customer agrees not to use or access, nor to enable a third party to use or access on its behalf, Greenhouse’s API in a manner that is excessive, abusive, or negatively impacts, degrades, or impairs the Greenhouse API’s or platform’s availability, reliability, or performance. Greenhouse monitors API usage across its customer base and reserves the right to identify usage patterns that exceed normal usage levels for customers with similar service tiers, user counts, or business profiles. If Greenhouse determines, in its reasonable discretion, that Customer's API usage is excessive or significantly disproportionate to typical customer usage patterns, Greenhouse may (x) charge Customer additional fees based on Greenhouse's then-current rates for comparable usage levels; (y) implement rate limiting or throttling of API access; or (z) temporarily suspend API access to protect system performance and ensure equitable service for all customers.
(e) Beta Programs. Greenhouse may make available services or functionality of the Greenhouse Services to Customer to try at its option at no additional charge which is designated as beta, pilot, limited release, or evaluation (each, a “Beta Program”). Customer may be presented with additional terms and conditions when registering for a Beta Program, and any such additional terms and conditions are hereby incorporated into this Agreement by reference and are legally binding upon the Parties. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION SECTIONS 8 AND 10, BETA PROGRAMS ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND IN NO EVENT SHALL GREENHOUSE’S LIABILITY UNDER OR IN CONNECTION WITH A BETA PROGRAM EXCEED USD $1,000.
(f) Integration with Third Party Services. The Greenhouse Services may contain features designed to include or interoperate with Third Party Services. To use such features, Customer may be required to obtain access to such Third Party Services from their providers and may be required to grant Greenhouse access to Customer’s account for such Third Party Services. If Customer installs or enables Third Party Services for use with the Greenhouse Services, Customer grants Greenhouse permission to allow the provider of that Third Party Service to access and use Customer Data as required for interoperation of that Third Party Service and the Greenhouse Service. Greenhouse cannot guarantee the continued availability of any Third Party Service features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Service ceases to make the Third Party Service available for interoperation with the corresponding Greenhouse Service features in a manner acceptable to Greenhouse (except for any Resold Third Party Services, which shall be subject to the terms outlined in the corresponding Order Form and any related addendum). Customer acknowledges that, except as otherwise stated in the Agreement: (i) Third Party Service providers are not Greenhouse's agent, subcontractor or sub-processor, (ii) Greenhouse makes no representations or warranties regarding Third Party Services, (iii) a Third Party Service's terms and conditions, including their data protection terms, and not this Agreement, shall apply to Customer and govern Customer's use of that Third Party Service, (iv) Greenhouse is not responsible for the content and operation of any Third Party Services, or for the acts or omissions of any Third Party Service provider, (v) Greenhouse has no liability whatsoever to Customer arising out of or related to Third Party Services, and (vi) Greenhouse has no control over Customer Data provided to any Third Party Service, and Greenhouse is not liable for any disclosure, modification, deletion of or failure to delete Customer Data resulting from access by a Third Party Service.
(g) Changes to Greenhouse Services. Greenhouse may modify the Greenhouse Services from time to time, including by adding, updating, or removing features or functionality. Greenhouse will not materially decrease the overall functionality of the Greenhouse Services during the Term.
5. FEES AND PAYMENT
(a) Fees. Customer will pay Greenhouse all fees set forth on any applicable Order Form, SOW or addendum (collectively, the “Fees”) within thirty (30) days of Customer’s receipt of an invoice, unless otherwise set forth in such Order Form, SOW or addendum. Customer’s payment obligations are non-cancelable and non-refundable, except in the event of Customer’s termination under Section 7(c) or the SLA, and all Fees are due in advance and are based on the services purchased and not actual usage. Unless otherwise set forth herein or in an applicable Order Form, any subscription Fees for the SaaS Services due under this Agreement are based on Customer’s employee headcount, which shall also include all employees of Customer’s Affiliates, to the extent such Affiliates are provided access to the Greenhouse Services and/or Customer uses the Greenhouse Services for the benefit of such Affiliates. Greenhouse reserves the right to increase Fees upon renewal.
(b) Payment Terms. For all Fees, Customer will provide Greenhouse with a valid check, ACH, wire, credit card, debit card or alternative method of payment reasonably acceptable to Greenhouse. Customer is solely responsible for providing Greenhouse accurate and complete billing and contact information and for notifying Greenhouse of any changes to such information.
(c) Payment Disputes. If Customer disputes an invoice in good faith, it will notify Greenhouse within fifteen (15) days of receipt of the invoice and the Parties will seek to resolve the dispute over a fifteen (15) day discussion period. Customer is not required to pay disputed amounts during the discussion period, but will timely pay all undisputed amounts. After the discussion period, either Party may pursue any available remedies.
(d) Overdue Charges. Greenhouse reserves the right to charge Customer interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, on any Fees not received within fifteen (15) days of the date such payment was due. Additionally, in the event any Fees are more than thirty (30) days overdue, Greenhouse may suspend its performance, and require full payment of all outstanding amounts before Greenhouse resumes performance. Customer shall reimburse Greenhouse for all reasonable costs incurred by Greenhouse in collecting any late payments, including reasonable attorneys’ fees, court costs, and collection agency fees.
(e) Taxes. Greenhouse Fees are exclusive of any taxes, levies, tariffs, duties or other governmental assessments of any nature, such as but not limited to, sales, use, value-added, and withholding taxes (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with the Fees. If Greenhouse is required to pay or collect Taxes for which Customer is responsible under this Section 5(e), Greenhouse will include Taxes on the invoice to Customer.
6. CONFIDENTIAL INFORMATION
(a) Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally, electronically or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limitation, Customer’s Confidential Information will include Customer Data; Greenhouse’s Confidential Information will include the Greenhouse Services; and Confidential Information of each Party will include business and marketing plans, pricing, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information will not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without use of the Confidential Information.
(b) Protection of Confidential Information. The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care). The Receiving Party agrees (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who are subject to confidentiality obligations with the Receiving Party substantially similar to those herein (collectively, “Representatives”). The Receiving Party shall be liable for any breach of this Section 6 by its Representatives as if such Representatives were a party hereto. Neither Party will disclose the terms of the Agreement to any third party other than its Affiliates and its legal counsel and accountants, or as necessary to enforce its rights hereunder, without the other Party’s prior written consent.
(c) Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
7. TERM AND TERMINATION
(a) Term of Agreement. This Agreement takes effect on the effective date of the first Order Form executed by the Parties incorporating this MSA and will remain in effect until all applicable Order Forms have expired or been terminated (the “Term”).
(b) Term of Subscriptions. The initial term of each subscription to the Greenhouse Services will be described in the applicable Order Form (the “Initial Term”). Except as otherwise described in an Order Form, subscriptions for each Greenhouse Service will automatically renew for an additional one (1) year period (each, a “Renewal Term”) unless either Party provides written notice of cancellation at least thirty (30) days prior to commencement of the next renewal term. If the expiring subscription term is one year or longer, Greenhouse will notify Customer of a pending auto-renewal at least sixty (60) days prior to commencement of the next renewal term.
(c) Termination. If either Party commits a material breach or material default in the performance of any of its obligations under the Agreement, then the other Party may terminate the Agreement, provided that the terminating Party gives the breaching or defaulting Party written notice of termination specifying the underlying breach or default within thirty (30) days of discovery of such breach or default, and such breach or default remains uncured thirty (30) days after the breaching or defaulting Party receives the notice. Either Party may terminate the Agreement if the other Party (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(d) Effect of Termination. Upon expiration or termination of the Agreement for any reason, the rights, access and use of the Greenhouse Services and Resold Third Party Services granted to Customer under the Agreement will immediately terminate. If the Agreement expires, or if Greenhouse terminates this Agreement pursuant to Section 7(c), any unpaid Fees will become immediately due and payable to Greenhouse. If Customer terminates the Agreement pursuant to Section 7(c) or the SLA, Greenhouse will provide Customer with a pro-rated refund of any prepaid, unused Fees covering the period from the date of termination through the end of the Term. In no event will expiration or termination of the Agreement relieve Customer of any obligation to pay Fees applicable to the period prior to the date of termination.
(e) Data. All Customer Data will be queued for deletion ninety (90) days following expiration or termination of this Agreement for any reason. Customer will be provided with an API key that will give Customer the access and functionality necessary to export the Customer Data at any time during the Term, at no cost to Customer. Alternatively, Greenhouse can provide an export file of Customer Data (in a reasonably usable digital format) to Customer, subject to Greenhouse’s then-current data migration rates, if Customer requests this within thirty (30) days of the expiration or termination of the Agreement.
(f) Survival. All terms and provisions of the Agreement, including any exhibits, which by their nature are intended to survive any termination or expiration of this Agreement, will so survive, including without limitation Sections 3, 5, 6, 7, 8, 9, 10, 11 and 12.
8. REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering, (b) it has the right, power and authority to enter the Agreement and to grant the rights granted hereunder and to perform all of its obligations hereunder, (c) the execution of any Order Form(s) incorporating this MSA by its representative whose signature is set forth therein has been duly authorized by all necessary corporate or organizational action of the Party, (d) when any Order Form incorporating this MSA is executed and delivered by both Parties, this MSA will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, and (e) it will abide by all applicable laws and regulations related to the performance of its obligations under this Agreement.
9. WARRANTY DISCLAIMER
EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE GREENHOUSE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND GREENHOUSE MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE GREENHOUSE SERVICES, INCLUDING THEIR CONDITION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS. GREENHOUSE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE AND ALL OTHER IMPLIED OR STATUTORY WARRANTIES, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE. GREENHOUSE DOES NOT WARRANT THAT THE GREENHOUSE SERVICES WILL BE ERROR-FREE, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES OR THAT THE GREENHOUSE SERVICES WILL WORK WITHOUT INTERRUPTIONS.
10. LIMITATION OF LIABILITY
(a) EXCEPT WITH RESPECT TO EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, GREENHOUSE’S LIABILITY FOR AN INFRINGEMENT CLAIM, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, AND CUSTOMER’S BREACH OF SECTION 4(c) OF THIS MSA, IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE FEES RECEIVED FROM OR PAYABLE BY CUSTOMER TO GREENHOUSE PURSUANT TO THE ORDER FORM TO WHICH THE APPLICABLE CLAIM RELATES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
(b) EXCEPT FOR CUSTOMER’S BREACH OF SECTION 4(c) OF THIS MSA OR GREENHOUSE’S LIABILITY FOR AN INFRINGEMENT CLAIM, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR ANY LOSS OF ANTICIPATED PROFITS OR REVENUE, OR LOSS OR INTERRUPTION OF USE OF ANY FILES, DATA OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(c) GREENHOUSE SERVICES ARE TOOLS TO ASSIST CUSTOMER IN ITS RECRUITMENT AND HIRING PROCESSES. CUSTOMER ACKNOWLEDGES THAT GREENHOUSE DOES NOT MAKE HIRING DECISIONS ON CUSTOMER’S BEHALF, AND THAT CUSTOMER REMAINS SOLELY RESPONSIBLE FOR ALL HIRING DECISIONS, EMPLOYMENT PRACTICES, AND COMPLIANCE WITH APPLICABLE EMPLOYMENT AND LABOR LAWS.
(d) THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.
11. INDEMNIFICATION
(a) Greenhouse will indemnify, defend and hold Customer, its Affiliates and their officers, directors, employees, agents, successors and assigns harmless from any third party claim, action, suit or proceeding made or brought against Customer alleging that Customer’s use of the Greenhouse Services in accordance with the Agreement infringes such third party’s intellectual property rights (an “Infringement Claim”). In the event of an Infringement Claim, Greenhouse may, at its sole option and expense: (i) procure for Customer the right to continue use of the Greenhouse Services or the infringing part thereof, or (ii) modify or alter the Greenhouse Services or infringing part thereof, or replace the Greenhouse Services or infringing part thereof with other services having substantially the same or better capabilities, or, (iii) if neither of the foregoing is commercially reasonable, terminate the Agreement and repay to Customer a pro-rata portion, if any, of any prepaid but unused Fees. Greenhouse will have no liability for an Infringement Claim if the actual or alleged infringement results from: (w) Customer’s breach of the Agreement, (x) Customer’s modification, alteration or addition made to the Greenhouse Services or any use thereof, including any combination of the Greenhouse Services with other materials, products, services or software not provided or authorized by Greenhouse, (y) Customer’s failure to use any updates, corrections or modifications made available by Greenhouse that would not result in any material loss of functionality, or (z) Customer Data or Third Party Services. Greenhouse also disclaims any liability for settlements entered into by Customer or costs incurred by Customer in relation to an Infringement Claim that are not pre-approved by Greenhouse in writing. The remedies set forth in this Section 11(a) shall be Customer’s sole and exclusive remedies for any infringement or misappropriation of intellectual property rights.
(b) Customer will indemnify, defend and hold Greenhouse, its Affiliates and their officers, directors, employees, agents, successors and assigns harmless from (i) any third-party claim, action, suit or proceeding arising out of or resulting from Customer Data or Greenhouse’s use thereof in accordance with this Agreement; (ii) any third-party claim, action, suit or proceeding arising out of or resulting from Customer’s failure to comply with applicable employment, labor, data protection, or privacy laws, including but not limited to any laws related to the use of AI, in connection with its use of the Greenhouse Services; and (iii) any fines or penalties that may arise as a result of Customer’s breach of the export restrictions set forth in Section 12(c).
(c) Each Party’s indemnity obligations are subject to the following: (i) the indemnified Party will promptly notify the indemnifying Party in writing of the applicable claim, provided that any failure or delay in such notice shall not relieve the indemnifying Party of its obligations except to the extent that the defense of such claim is materially prejudiced, (ii) the indemnifying Party will have sole control of the defense and all related settlement negotiations with respect to the claim (provided that the indemnifying Party may not settle or defend any claim unless it unconditionally releases the indemnified Party of all liability), and (iii) the indemnified Party will reasonably cooperate to the extent necessary for the defense of such claim, at the indemnifying Party’s expense.
12. MISCELLANEOUS
(a) Assignment. Neither Party may assign the Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that either Party may assign the Agreement to a parent, Affiliate, subsidiary, or successor to its business, if any, resulting from a merger, acquisition, sale of assets or other change in control. Subject to the foregoing, the Agreement will inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Any attempted assignment in violation of this Section 12(a) will be null and void.
(b) U.S. Government Rights. To the extent applicable, Greenhouse provides the Greenhouse Services, including related SaaS Services and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Greenhouse Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with all applicable and required FARS and DFARs clauses including, but not limited to, FAR 12.211 (Technical Data) and FAR 12.212 (Software), FAR 252.204-7012 (Safeguarding Covered Defense Information and Cyber Incident Reporting), FAR 52.225-1 (Buy American Supplies) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation), DFAR 252.204-7012 (Safeguarding Covered Defense Information and Cyber Incident Reporting) and DFAR 252.225-7001 (Buy American and Balance of Payments Program). If a government agency has a need for rights not conveyed under these terms, it must negotiate mutually acceptable terms with Greenhouse and execute a written addendum specifically conveying such rights.
(c) Export and Sanctions Compliance. Customer agrees that Customer’s use of the Greenhouse Services will comply with applicable export control and trade sanctions laws, rules and regulations, including without limitation the regulations promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (collectively, "Export and Sanctions Laws"). Customer represents and warrants that Customer is not (i) located, organized, or resident in a country or territory that is subject to comprehensive U.S. trade sanctions (including, as of the Effective Date, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk (DNR) and Luhansk (LNR) regions of Ukraine), or (ii) identified on, or owned or controlled by any party identified on, any applicable sanctions or restricted party list, including the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, administered by OFAC. Because the list of sanctioned countries and regions may change from time to time, Customer is urged to consult the U.S. Export Administration Regulations and U.S. Office of Foreign Assets Control sanctions programs for current requirements. Customer agrees that Customer will not use the Greenhouse Services to disclose, transfer, download, export or re-export, directly or indirectly, any Customer Data to any country, entity or other party that is ineligible to receive such Customer Data under the Export and Sanctions Laws. Customer acknowledges that the Greenhouse Services may not be available in all jurisdictions.
(d) Insurance. During the Term and for one (1) year thereafter, Greenhouse will maintain the following policies of insurance:
(i) Comprehensive General Liability (CGL) Insurance: $2,000,000 per occurrence;
(ii) Workers Compensation and Employer’s Liability: $1,000,000 per accident and Employers Liability with limits as required by law;
(iii) Umbrella Coverage: $4,000,000 per occurrence;
(iv) Technology Errors and Omissions Insurance: $5,000,000 per claim; and
(v) Cyber Liability Insurance: $5,000,000 per claim, covering network security, privacy liability, and data breach response costs.
(e) Force Majeure. Neither Party will be liable to the other Party for any delay or failure to meet its obligations under this Agreement where such delay or failure is caused by events beyond its reasonable control, whether or not of a kind specifically enumerated below, such as failure of communications networks and the internet, shortage of adequate power, governmental action, fire, storms, floods or other acts of God, provided that the Party seeking to rely on such circumstances gives written notice of such circumstances to the other Party hereto and uses reasonable efforts to overcome such circumstances. For the avoidance of doubt, Customer’s delay or failure to meet its payment obligations shall not constitute a force majeure event.
(f) Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of the Agreement will remain in full force and effect.
(g) Modification and Waiver. No waiver or modification of the Agreement will be valid unless made in writing and signed by both Parties. The waiver of a breach of any term hereof will in no way be construed as a waiver of any other term or breach hereof.
(h) Subcontractors. Greenhouse may use Affiliates and subcontractors and permit them to exercise its rights and fulfill its obligations under this Agreement, provided, however, that Greenhouse remains responsible for their compliance with this Agreement and for its overall performance under this Agreement. This does not limit any additional terms for sub-processors under a data processing addendum.
(i) EU Data Act Addendum. This Agreement incorporates by reference Greenhouse’s EU Data Act Addendum, located at EU Data Act Addendum, which shall apply to Customer to the extent Customer has operations in the European Union or otherwise subject to Regulation (EU) 2023/2854 (the “EU Data Act”).
(j) DORA Addendum. This Agreement incorporates by reference Greenhouse's DORA Addendum, available at DORA Addendum, which shall apply to Customer if Customer is subject to the Digital Operational Resilience Act.
(k) Data Processing Addendum (DPA). This Agreement incorporates by reference Greenhouse’s Data Processing Addendum, available at Data Processing Addendum, which shall apply to the processing of Personal Data in connection with the Greenhouse Services.
(l) AI Terms. This Agreement incorporates by reference Greenhouse's AI Terms, available at AI Terms, which shall apply to Customer's use of any AI-powered features or functionality within the Greenhouse Services. In the event of conflict between this MSA and the AI Terms, the AI Terms shall control to the extent of the conflict and solely with respect to AI-powered features.
(m) Publicity. Customer grants Greenhouse the right to use Customer's name and logo in Greenhouse's marketing materials, customer lists, website, and other promotional materials solely to identify Customer as a user of the Greenhouse Services. Customer may request in writing that Greenhouse cease such use at any time during the Term.
(n) Independent Contractors. The Parties are independent contractors, not agents, partners or joint venturers.
(o) No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
(p) Order of Precedence. In the event of any inconsistency or conflict under the terms of this Agreement, the following order of precedence shall apply: (1) the applicable Order Form, (2) any applicable SOW, (3) any addenda to this MSA, (4) any Product Terms or AI Terms incorporated by reference herein, (5) this MSA, and (6) the SLA.
(q) Governing Law and Jurisdiction. The Agreement is governed by and construed under the laws of the State of New York without reference to conflict of laws principles. All disputes arising out of or related to the Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in New York, New York, and the Parties agree and submit to the exclusive jurisdiction and venue of these courts.
(r) Entire Agreement. The Agreement embodies the entire understanding of the Parties and supersedes any previous or contemporaneous communications, whether oral or written; and may be amended only by a writing signed by both Parties. Unless explicitly provided for in an applicable Order Form or SOW, Customer agrees that its obligations under the Agreement are not contingent on the delivery of any future functionality or features, or dependent on any oral or written comments made by Greenhouse regarding future functionality or features. Notwithstanding the foregoing, purchase orders issued by Customer are for Customer’s internal, administrative use only, and cannot modify this Agreement; any contractual terms in such purchase orders are void even if the purchase order is executed.
ARCHIVED VERSIONS:
Master Subscription Agreement - 06/12/2025
Master Subscription Agreement - 11/01/2023
Master Subscription Agreement - 11/20/2018
Master Subscription Agreement- 11/2/2015
Master Subscription Agreement- 5/27/2015
