Terms of Service

These Terms of Service ("Terms") form a binding agreement between Bright Hire ATS, Inc., a Delaware corporation doing business as "Lexiomatic" ("Lexiomatic," "we," "us," or "our"), and the entity or person agreeing to these Terms ("Customer," "you," or "your"). These Terms govern access to and use of the website located at lexiomatic.com (the "Site"), the Lexiomatic web application located at app.lexiomatic.com (the "App"), and any related APIs, integrations, documentation, and support services (collectively, the "Service").

Please read these Terms carefully. They contain a binding arbitration provision and class action waiver in Section 15 that affect your legal rights.

1. Acceptance of Terms

By clicking "I agree" (or a similar button), signing an Order Form that references these Terms, creating an account, or accessing or using the Service, you represent that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity, in which case "Customer" refers to that entity. If you do not agree to these Terms, you must not access or use the Service.

These Terms incorporate by reference our Privacy Policy, our Acceptable Use Policy (Section 6 below), and any Order Form or Data Processing Addendum ("DPA") executed between the parties. In the event of a conflict, a signed Order Form controls over these Terms, and these Terms control over other referenced policies unless expressly stated otherwise.

2. Definitions

"Authorized User" means an individual employee, contractor, or agent of Customer who is authorized by Customer to access and use the App under Customer's account, and for whom Customer has paid the applicable fees.

"Customer Data" means all data, content, documents, files, text, and other materials that Customer or its Authorized Users submit, upload, transmit, or otherwise make available to the Service, including legal policies uploaded as PDF or Word documents, content synced from connected Notion pages, the text of Authorized User questions submitted through any supported channel, and the AI-generated responses returned to Authorized Users.

"Documentation" means the user guides, technical documentation, and usage policies we make available for the Service.

"Order Form" means an ordering document executed between the parties (or an online checkout flow) specifying the subscription plan, fees, term, and Authorized User count.

"Output" means the responses, summaries, citations, and other results generated by the Service in response to Authorized User queries.

"Third-Party Services" means third-party products, services, and integrations (including Notion, Slack, Microsoft Teams, Zoom, email providers, and AI model providers) that Customer chooses to connect to or use in conjunction with the Service.

3. The Service

Lexiomatic is a business-to-business, multi-tenant software-as-a-service platform. Customers configure Lexiomatic by providing internal legal policies and procedures. For example, a Customer can upload PDF or Word documents, or authorize Lexiomatic to sync from designated Notion pages. Authorized Users may then ask questions that the Service answers by referencing those policies through a large language model. Authorized Users may interact with the App through the web interface at app.lexiomatic.com or through supported integrations including Slack, Microsoft Teams, Zoom Chat, and email.

We may update, modify, or enhance the Service from time to time. We will not materially reduce the core functionality of the Service during a paid subscription term without Customer's consent.

4. Eligibility; Accounts; Site Visitors

Site Visitors. These Terms also govern your access to and use of the Site as a visitor, whether or not you create an account or become an Authorized User. By browsing the Site, you agree to be bound by Sections 1, 6 (Acceptable Use), 8 (AI Output, to the extent any Output is made available through the Site), 9 (Third-Party Services), 12 (Intellectual Property), 14 (Disclaimers), 15 (Limitation of Liability), 17 (Dispute Resolution), 21 (Changes to These Terms), and 22 (General). The provisions relating to accounts, fees, Customer Data, indemnification, and other Customer-specific obligations do not apply to Site visitors who are not Authorized Users or Customers. Lexiomatic's sole obligations to Site visitors are those expressly stated in these Terms and the Privacy Policy. Site visitors should consult the Privacy Policy for information about how Lexiomatic handles personal information collected through the Site.

Eligibility. The Service is intended solely for businesses and their authorized personnel, and is not offered to consumers. You must be at least 18 years old and legally capable of entering into binding contracts to use the Service. The Service is not directed to individuals under 16, and we do not knowingly allow such individuals to use the Service.

Account Registration. To access the App, Customer must register an account and designate one or more administrators. Customer is responsible for: (a) providing accurate and complete registration information; (b) maintaining the confidentiality of account credentials; (c) all activity that occurs under its account; and (d) promptly notifying us of any unauthorized use or suspected security incident at support@lexiomatic.com. We strongly recommend enabling multi-factor authentication where available.

Authorized Users. Customer is responsible for the acts and omissions of its Authorized Users as if they were its own, and for ensuring each Authorized User complies with these Terms. Customer may not allow any individual who is not an Authorized User to access the Service, and may not allow account credentials to be shared among multiple individuals.

5. License Grant

Subject to Customer's compliance with these Terms and payment of all applicable fees, Lexiomatic grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service and Documentation solely for Customer's internal business purposes and in accordance with any usage limits set forth in the applicable Order Form.

All rights not expressly granted are reserved. Nothing in these Terms transfers any ownership interest in the Service to Customer.

6. Acceptable Use

Customer and its Authorized Users shall not, and shall not permit any third party to:

We may suspend access to the Service if we reasonably believe Customer or an Authorized User is violating this Section 6, subject to the notice and cure procedures in Section 13 where reasonably practicable.

7. Customer Data and Integrations

Ownership. As between the parties, Customer retains all right, title, and interest, including all intellectual property rights, in and to Customer Data. Lexiomatic claims no ownership of Customer Data.

License to Lexiomatic. Customer grants Lexiomatic a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, process, display, and create derivative works of Customer Data solely to the extent necessary to provide, maintain, secure, and support the Service for Customer, to generate Output in response to Authorized User queries, and to comply with legal obligations. This license terminates when the applicable Customer Data is deleted from the Service, except to the extent retained in routine backups or as required by law.

Responsibility for Customer Data. Customer is solely responsible for Customer Data, including its accuracy, legality, and the means by which it was acquired. Customer represents and warrants that: (a) it has all rights necessary to submit Customer Data to the Service and to grant the license above; (b) Customer Data does not infringe or violate any third-party rights; and (c) Customer's use of the Service with Customer Data complies with all applicable laws.

Notion and Other Integrations. Customer may authorize Lexiomatic to sync content from Customer's Notion workspaces or other Third-Party Services. Customer is responsible for configuring the scope of integration access (for example, which Notion pages or databases Lexiomatic may read), for maintaining the accuracy of that configuration, and for promptly revoking access when appropriate. Content retrieved via integrations is Customer Data. Lexiomatic's access and use of Third-Party Services is also governed by the applicable third-party terms, and Lexiomatic is not responsible for any Third-Party Service's availability, security, or conduct.

Privacy Policy. Our collection and handling of personal information in connection with the Service is described in the Privacy Policy. For Customer Data that contains personal information, Customer is the "business" or "controller" and Lexiomatic acts as a "service provider" or "processor" as those terms are defined under the CCPA and applicable law. The parties' data protection obligations are set forth in the DPA, which is incorporated by reference when executed.

Security. We maintain administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction. These include encryption in transit and at rest, multi-tenant isolation, access controls, and logging. No security program is perfect, and we do not guarantee that Customer Data will never be accessed, disclosed, altered, or destroyed by an unauthorized party.

8. AI Output

The Service uses artificial intelligence to generate Output in response to Authorized User queries based on Customer-supplied policies and documents. Customer acknowledges and agrees that:

9. Third-Party Services

The Service may include integrations, links, or interoperability with Third-Party Services. Third-Party Services are provided by their respective operators under their own terms and privacy policies. Lexiomatic does not control, endorse, or assume responsibility for any Third-Party Service, and Customer's use of any Third-Party Service is at Customer's own risk. If a Third-Party Service becomes unavailable, changes its features, or modifies its terms, Lexiomatic may modify or discontinue the corresponding integration without liability.

10. Fees and Payment

Fees. Customer will pay the fees specified in the applicable Order Form or online checkout. Lexiomatic offers both month-to-month and annual subscription plans. All fees are in U.S. dollars and are non-refundable except as expressly provided in these Terms.

Billing.

Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, and similar taxes, excluding taxes based on Lexiomatic's net income.

Late Payment. Undisputed amounts not paid when due accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend the Service for non-payment after providing at least ten (10) days' notice of an overdue balance.

Disputed Charges. Customer must notify us in writing of any good-faith dispute within thirty (30) days after the date of the applicable invoice; otherwise, the invoice is deemed accepted.

Price Changes. We may change subscription fees upon at least thirty (30) days' notice before the start of the next renewal term. Price changes take effect at renewal.

Cancellation. Customer may cancel a monthly subscription at any time through the App; cancellation takes effect at the end of the then-current billing month, and Customer will not be charged for subsequent months. Annual subscriptions may be cancelled as described above; we do not provide pro-rated refunds for cancellation of an annual subscription except as required by law or expressly stated in an Order Form.

11. Confidentiality

Each party (the "Receiving Party") may have access to non-public information of the other party (the "Disclosing Party") that is marked or would reasonably be understood to be confidential ("Confidential Information"). Customer Data is Customer's Confidential Information. The Service, Documentation, pricing, and non-public technical information are Lexiomatic's Confidential Information.

The Receiving Party will: (a) use Confidential Information solely to exercise its rights and perform its obligations under these Terms; (b) protect Confidential Information using the same degree of care it uses for its own confidential information of like importance (and in no event less than reasonable care); and (c) not disclose Confidential Information to third parties except to its employees, contractors, advisors, and affiliates with a need to know who are bound by obligations of confidentiality at least as protective as those in this Section.

Confidential Information does not include information that: (i) is or becomes publicly known through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party without restriction before disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law, provided it gives prompt notice where legally permitted and cooperates in any efforts to limit disclosure.

12. Intellectual Property

Lexiomatic IP. The Service, Documentation, underlying software, models, algorithms, templates, workflows, and all related intellectual property are and remain the exclusive property of Lexiomatic and its licensors. Lexiomatic reserves all rights not expressly granted in these Terms. "Lexiomatic" and the Lexiomatic logo are trademarks of Bright Hire ATS, Inc. No right to use them is granted by these Terms.

Feedback. If Customer or an Authorized User provides suggestions, ideas, enhancement requests, feedback, or recommendations regarding the Service ("Feedback"), Customer hereby grants Lexiomatic a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and exploit such Feedback for any purpose without restriction or obligation.

Usage Data. Lexiomatic may collect and analyze de-identified data and metrics relating to the provision, use, and performance of the Service ("Usage Data"). Lexiomatic may use Usage Data for any lawful business purpose, including to operate, improve, analyze, and support the Service. Usage Data does not include Customer Data in a form that identifies Customer, its Authorized Users, or any individual.

13. Term; Suspension; Termination

Term. These Terms begin on the date Customer first accepts them and continue until all subscriptions are terminated or expire.

Termination for Cause. Either party may terminate these Terms or any affected Order Form upon written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice (or ten (10) days for payment breaches). Either party may terminate immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy proceedings that are not dismissed within sixty (60) days.

Termination for Convenience. After Customer has completed at least twelve (12) months of paid service under these Terms, Customer may terminate any then-current subscription for convenience upon thirty (30) days' prior written notice to Lexiomatic. Termination for convenience takes effect at the end of the notice period. For monthly subscriptions, Customer will not be charged for billing periods beginning after the effective date of termination. For annual subscriptions, Customer remains responsible for fees through the effective date of termination, and Lexiomatic will refund any prepaid fees for the remainder of the then-current annual term on a pro-rated basis. Termination for convenience is not available during the initial twelve (12) months of paid service.

Suspension. We may suspend Customer's or an Authorized User's access to the Service, with notice where reasonably practicable, if we reasonably believe that: (a) continued access poses a security risk to the Service, Customer, or others; (b) Customer or an Authorized User is using the Service in violation of Section 6; (c) Customer's account is overdue; or (d) suspension is required by law or legal process. We will restore access promptly after the issue causing suspension has been resolved.

Effect of Termination. Upon termination or expiration: (a) Customer's right to access and use the Service immediately ends; (b) Customer shall pay all amounts accrued through the effective date of termination; and (c) upon Customer's written request within thirty (30) days after termination, Lexiomatic will make Customer Data available for export in a commercially reasonable format, after which Lexiomatic may delete Customer Data in accordance with its data-retention schedules and the DPA. Sections 2, 7 (Ownership), 8, 10 (as to amounts owed), 11, 12, 13 (Effect of Termination and Survival), 14, 15, 16, and 17 survive termination.

14. Disclaimers

The Service, including all Output, is provided "as is" and "as available," with all faults and without warranty of any kind. To the maximum extent permitted by applicable law, Lexiomatic and its licensors and suppliers disclaim all warranties, whether express, implied, statutory, or otherwise, including all implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, and any warranties arising out of course of dealing or usage of trade.

Lexiomatic does not warrant that the Service will be uninterrupted, error-free, secure, or free of harmful components, or that Output will be accurate, complete, current, reliable, or suitable for any particular purpose. Output is generated by large language models that can produce incorrect or misleading results. Customer is responsible for verifying Output before relying on it.

Lexiomatic is not a law firm and does not provide legal advice. The Service does not create an attorney-client relationship.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to Customer to the extent prohibited by law.

15. Limitation of Liability

Exclusion of damages. To the maximum extent permitted by law, in no event will either party or its affiliates, licensors, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business opportunities, goodwill, data, or use, arising out of or related to these Terms or the Service, whether in contract, tort (including negligence), strict liability, or otherwise, and regardless of whether the party has been advised of the possibility of such damages.

Cap on liability. To the maximum extent permitted by law, each party's total cumulative liability arising out of or related to these Terms or the Service will not exceed the total fees paid or payable by Customer to Lexiomatic under these Terms in the twelve (12) months immediately preceding the event giving rise to the claim.

Exclusions from cap. The foregoing limitations do not apply to: (a) Customer's payment obligations; (b) either party's indemnification obligations under Section 16; (c) either party's breach of its confidentiality obligations under Section 11 (excluding claims relating to Customer Data, which remain subject to the cap); (d) Customer's breach of Section 6 (Acceptable Use) or Section 12 (Intellectual Property); or (e) any liability that cannot be limited under applicable law (including liability for fraud, gross negligence, willful misconduct, or death or personal injury caused by negligence).

Basis of the bargain. The parties acknowledge that the fees reflect the allocation of risk set forth in these Terms, and that without these limitations Lexiomatic would not provide the Service at the stated fees.

16. Indemnification

By Customer. Customer will defend, indemnify, and hold harmless Lexiomatic, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Data, including any claim that Customer Data infringes or violates third-party rights or applicable law; (b) Customer's or any Authorized User's use of the Service in violation of these Terms or applicable law; (c) Customer's configuration of integrations or use of Third-Party Services; or (d) Customer's breach of its representations, warranties, or obligations under these Terms.

By Lexiomatic. Lexiomatic will defend Customer against any third-party claim alleging that Customer's authorized use of the Service (excluding Customer Data, Third-Party Services, modifications not made by Lexiomatic, and use in combination with materials not provided by Lexiomatic) directly infringes a valid U.S. patent, copyright, or trademark, and will indemnify Customer for damages and costs finally awarded by a court of competent jurisdiction or agreed to in settlement. If the Service becomes, or in Lexiomatic's opinion is likely to become, the subject of an infringement claim, Lexiomatic may, at its option: (i) procure the right for Customer to continue using the Service; (ii) modify the Service to be non-infringing; or (iii) terminate the affected subscription and refund any prepaid, unused fees. This Section states Lexiomatic's sole liability and Customer's exclusive remedy for any claim of intellectual property infringement.

Procedure. The indemnified party must: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control over the defense and settlement (provided that no settlement imposing any non-monetary obligation or admission on the indemnified party may be entered without its prior written consent); and (c) provide reasonable cooperation, at the indemnifying party's expense.

17. Dispute Resolution; Arbitration; Class Waiver

Informal Resolution. Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute arising out of or relating to these Terms by escalating it to senior representatives of each party for at least thirty (30) days.

Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved informally, including the formation, interpretation, breach, or termination of these Terms, and whether the claims are arbitrable, will be determined by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration is Wilmington, Delaware, and the arbitration will be conducted in English before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver. The parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

Small Claims Carve-Out. Either party may bring an individual action in small claims court for disputes that qualify, so long as the action remains in that court and is brought on an individual basis.

Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

Governing Law; Venue. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to the arbitration provision above, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware for any action not subject to arbitration.

18. U.S. Government End Users

The Service is "commercial computer software" and the Documentation is "commercial computer software documentation" as those terms are defined in 48 C.F.R. § 2.101. If the Service is being acquired by or on behalf of the U.S. government, then it is licensed as a commercial item in accordance with the applicable Federal Acquisition Regulation and agency supplements.

19. Export Controls; Sanctions

Customer will comply with all applicable U.S. and foreign export control and sanctions laws, including the U.S. Export Administration Regulations and sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control. Customer represents that it is not located in, and is not a national or resident of, any country subject to comprehensive U.S. sanctions, and is not identified on any U.S. government restricted-party list.

20. Publicity

Lexiomatic may identify Customer by name and logo as a customer of Lexiomatic on its website and in sales and marketing materials, subject to Customer's usage guidelines provided in writing. Either party may issue a mutually agreed press release regarding the relationship.

21. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify Customer by email to the administrative contact on file, through an in-app notification, or by posting a notice on the Site, and will update the "Last Updated" date above. Material changes take effect no earlier than thirty (30) days after notice, except that changes required by law or that relate to new features may take effect immediately. Customer's continued use of the Service after the effective date of the revised Terms constitutes acceptance of the changes. If Customer does not agree to the revised Terms, Customer's sole remedy is to stop using the Service and terminate its subscription in accordance with Section 13.

22. General

Entire Agreement. These Terms, together with the Privacy Policy, any DPA, and any executed Order Form, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, proposals, and communications, whether oral or written, regarding the subject matter.

Order of Precedence. In the event of a conflict: (1) a signed Order Form controls; (2) then any executed DPA; (3) then these Terms; (4) then the Privacy Policy and Documentation.

Assignment. Neither party may assign or transfer these Terms, by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld, conditioned, or delayed), except that either party may assign these Terms in their entirety, upon written notice to the other party and without consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee is not a direct competitor of the non-assigning party. Any purported assignment in violation of this Section is void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their permitted successors and assigns.

Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship.

No Third-Party Beneficiaries. There are no third-party beneficiaries of these Terms.

Force Majeure. Neither party will be liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, governmental action, pandemics, or failures of third-party hosting or connectivity providers.

Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be reformed to the minimum extent necessary to be enforceable, and the remaining provisions will continue in full force and effect.

Waiver. Failure to enforce any provision is not a waiver of future enforcement of that or any other provision.

Notices. Notices to Lexiomatic must be sent to: Bright Hire ATS, Inc., Attn: Legal, 127 Kailuana Place, Kailua, HI 96734, with a copy by email to support@lexiomatic.com. Notices to Customer may be given by email to the administrative contact on file, by in-app notification, or by posting to the Site. Notices are effective upon receipt, or upon the first business day after sending if sent by email.

Headings. Headings are for convenience only and do not affect interpretation.

23. Contact Us

If you have questions about these Terms, please contact us:

Bright Hire ATS, Inc. d/b/a Lexiomatic
Attn: Legal
127 Kailuana Place
Kailua, HI 96734

Email: support@lexiomatic.com
Web: lexiomatic.com