Terms and Conditions

1. Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

• "Agreement" means this Terms of Service, together with all exhibits, schedules, and documents incorporated by reference, including the Privacy Policy, Data Processing Agreement, and any other legal documents published at https://mymosaix.com/privacy.
• "Authorised Users" means the Customer's employees, contractors, and representatives who are authorised by the Customer to access and use the Services on behalf of the Customer, up to the number specified in the applicable Order or Subscription.
• "Benevolve" or "we" or "us" means Benevolve Inc., a corporation incorporated under the laws of the State of Washington, USA, with principal place of business at 2650 W Bertona St, Seattle, WA 98199, USA, and a subsidiary Benevolve Pte. Ltd. at #11-03, 1 Holt Road, Singapore 249441.
• "Customer" or "you" means the organisation that subscribes to the Services and accepts this Agreement.
• "Customer Data" means all data, content, and information provided, uploaded, or generated by Customer or its Authorised Users when using the Services, including workforce assessment data, competency frameworks, and employee information.
• "Documentation" means the user guides, technical specifications, and help materials made available by Benevolve for the Services.
• "Order" means the subscription order form or Statement of Work executed by the parties specifying the Services, pricing, and subscription term.
• "Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws including GDPR, Singapore PDPA, India DPDP, and US state privacy laws.
• "Services" means the Mosaix workforce skills intelligence platform and its associated modules, tools, and features as described in Section 3, made available by Benevolve to Customer via the Internet.
• "Subscription" means Customer's subscription to the Services for the term specified in the Order, on a SaaS basis.
• "Subscription Fee" means the fee due for the Services, calculated based on the pricing model specified in Section 5 and the Order.

2. Acceptance of Terms

2.1 By accessing or using the Services, or by clicking 'I Accept' or similar acceptance button, Customer agrees to be bound by this Agreement. If Customer does not agree to all the terms and conditions, Customer may not access or use the Services.

2.2 If an individual is accepting this Agreement on behalf of an organisation, that individual represents and warrants that they have the authority to bind the organisation to this Agreement.

2.3 This Agreement, together with the Privacy Policy and Data Processing Agreement incorporated by reference, constitutes the entire agreement between the parties concerning the Services and supersedes all prior agreements, proposals, and representations, whether written or oral.

3. Description of Services

3.1 Mosaix is an AI-powered workforce skills intelligence platform designed for enterprises to assess, develop, and optimise workforce capabilities. The Services are provided as a Software-as-a-Service (SaaS) solution accessible via web browser and mobile applications.

3.2 The platform includes the following primary modules:

• Competency Framework Builder: Tools to design, customise, and manage organizational competency frameworks and skills models.
• 360° Skills Assessments: Multi-rater feedback tools for comprehensive skills evaluation of employees.
• Career Planner: Career path modelling and development planning tools integrated with competency frameworks.
• Talent Modeler: Predictive analytics for workforce planning, succession planning, and talent optimisation.
• Recruitment Assessments: Skills-based assessment tools for candidate evaluation during hiring.

3.3 The Services incorporate proprietary artificial intelligence and machine learning algorithms to provide insights, recommendations, and automated processing of assessment and skills data. All AI features are described in Documentation and are subject to the terms in Section 9 (AI and Automated Processing).

3.4 Benevolve may add new features, modules, or functionality to the Services. Benevolve will notify Customer of material additions at least 30 days in advance. Continued use of the Services constitutes acceptance of new features. If new features introduce material changes to data handling or processing, Benevolve will obtain renewed Customer acceptance.

4. Account Registration and Security

4.1 Customer is responsible for selecting and maintaining a secure password for its account and for all activities that occur under its account. Customer must notify Benevolve immediately of any unauthorised access or breach of its account security.

4.2 Customer is responsible for ensuring that all information provided during registration and account setup is accurate, complete, and current.

4.3 Customer must implement and maintain reasonable administrative, technical, and physical safeguards to prevent unauthorised access to Customer accounts and to limit access to the Services to Authorised Users only.

4.4 Benevolve is not responsible for any loss or damage resulting from Customer's failure to maintain the confidentiality of account credentials or from Customer's delay in notifying Benevolve of unauthorised access.

5. Subscription and Pricing Terms

5.1 Pricing Model

The Services are offered on a subscription basis with pricing determined by module and usage:

• Competency Framework Builder: $500 per unit (full licence for one framework instance)
• 360° Skills Assessments: $1,000 per 25 assessments per subscription year
• Career Planner, Talent Modeler, Recruitment Assessments: Included as standard modules in applicable packages or available as enterprise custom pricing
• Enterprise Solutions: Custom pricing determined by Order, based on scope, users, and service level requirements

5.2 Add-on Services

• Additional Author Account: $50 per account, per subscription year
• Additional Reviewer Account: $50 per account, per subscription year
• Framework Refresh: $200 per refresh (consultation and update of existing framework)

5.3 Payment Terms

• Subscription Fees are due within thirty (30) days of invoice (Net 30).
• Invoices will be issued electronically and sent to the billing contact specified in the Order.
• Customer is responsible for all taxes, levies, and duties arising from the Services, unless an exemption certificate is provided.
• If payment is not received within 15 days of the due date, Benevolve may suspend Customer's access to the Services until payment is received, without affecting Customer's obligation to pay.

5.4 Subscription Term and Renewal

• The initial Subscription term is one (1) year from the Subscription commencement date specified in the Order.
• The Subscription will automatically renew for successive annual periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
• Renewal Subscription Fees may be adjusted by Benevolve with at least sixty (60) days' written notice. If Customer does not accept the new fees, Customer may terminate this Agreement within thirty (30) days of notice.

6. Customer Obligations

6.1 Customer shall use the Services in accordance with this Agreement, applicable laws, and the Documentation. Customer shall not:

• Use the Services in any way that violates any applicable local, national, or international law or regulation.
• Reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying algorithms of the Services.
• Attempt to gain unauthorised access to any portion of the Services or any systems or networks connected to the Services.
• Use the Services to transmit viruses, malware, or any code of a destructive nature.
• Use the Services to engage in harassment, discrimination, or any unlawful activity.
• Use the Services for any purpose other than evaluating, assessing, and developing workforce skills within the Customer's organisation.

6.2 Customer Data Accuracy and Responsibility: Customer is solely responsible for the accuracy, quality, and legality of Customer Data. Customer warrants that:

• All Customer Data is accurate, complete, and not misleading.
• Customer has obtained all necessary consents, authorisations, and legal rights to provide Customer Data to Benevolve.
• Customer Data does not infringe the intellectual property or privacy rights of any third party.

6.3 Employee Consent and Privacy: Customer acknowledges that some Customer Data may constitute Personal Data. Customer is responsible for:

• Informing employees, job applicants, and other individuals whose data is processed that their data will be processed using the Services.
• Obtaining all necessary consents, legal bases, and approvals required under applicable data protection laws before providing Personal Data to Benevolve.
• Complying with all local labour laws, works council requirements, and union agreements regarding the collection and use of workforce data.

6.4 Compliance with Laws: Customer shall ensure its use of the Services complies with all applicable laws. Customer is responsible for:

• Using AI-generated insights in compliance with employment law, including anti-discrimination laws.
• Notifying individuals of the use of automated processing in employment decisions where required by law.
• Maintaining appropriate policies governing the use of AI recommendations in hiring, promotion, and termination decisions.

7. Intellectual Property

7.1 Benevolve IP: Benevolve retains all right, title, and interest in the Services, including all software, algorithms, tools, features, functionality, user interfaces, code, and any improvements or modifications thereto. No licence or ownership right is granted to Customer except as expressly stated in this Agreement.

7.2 Customer Data: Customer retains all ownership rights to Customer Data. By providing Customer Data to Benevolve, Customer grants Benevolve a limited, non-exclusive, royalty-free licence to store, process, and use Customer Data to provide the Services, and to create de-identified and aggregated analytics, benchmarks, and insights from Customer Data for use in improving the Services (see Section 7.4).

7.3 Limited Licence: Subject to Customer's payment of all Subscription Fees and compliance with this Agreement, Benevolve grants Customer a limited, non-exclusive, non-transferable, and revocable licence to access and use the Services solely for Customer's internal business purposes and for the benefit of its Authorised Users.

7.4 AI-Generated Outputs: Any outputs, insights, recommendations, or analysis generated by the artificial intelligence features of the Services are deemed Customer Data. Customer receives a perpetual, royalty-free licence to use such outputs within the Services and for Customer's internal business purposes. Benevolve retains the right to use de-identified and aggregated versions of such outputs to improve the Services and for benchmarking purposes.

7.5 Feedback: Any feedback, suggestions, or improvements to the Services that Customer provides to Benevolve may be used by Benevolve without restriction and without compensation to Customer.

7.6 Restrictions: Customer shall not (a) copy, modify, or create derivative works of the Services; (b) remove or alter any proprietary notices, labels, or marks on the Services; (c) publicly disclose performance benchmarks or results of the Services; or (d) sell, rent, lease, or sublicense the Services to any third party.

8. Data Protection and Privacy

8.1 Privacy Policy: Benevolve's handling of Personal Data is governed by Benevolve's Privacy Policy, which is incorporated by reference into this Agreement. Customer is responsible for reviewing the Privacy Policy and ensuring its compliance with applicable data protection laws. Benevolve's use of cookies and similar tracking technologies is governed by the Cookie Policy.

8.2 Data Processing Agreement: Where Customer Data includes Personal Data, the processing of such Personal Data is subject to Benevolve's Data Processing Agreement (DPA), which is incorporated by reference into this Agreement. A copy of the DPA is available upon request. To obtain a copy, please contact Benevolve at contactus@mymosaix.com.

8.3 Global Data Protection Compliance: Benevolve commits to compliance with applicable data protection laws in all jurisdictions where the Services operate, including:

• European Union: General Data Protection Regulation (GDPR) and applicable national data protection laws.
• Singapore: Personal Data Protection Act (PDPA) and associated regulations.
• India: Digital Personal Data Protection Act (DPDP) and Information Technology Act (ITA).
• United States: State privacy laws including applicable state-level data protection regulations.

8.4 Data Location and Sub-processors: The Mosaix application infrastructure is hosted in India. For Singapore-based Customers, all Personal Data is stored on servers located in Singapore (AWS ap-southeast-1 region). For India-based Customers, Personal Data is stored on servers in India. Benevolve may access Personal Data from outside the data residency region for platform maintenance and support purposes, subject to contractual safeguards in the DPA.

8.5 Data Subject Rights: To the extent Customer Data includes Personal Data, Benevolve will facilitate the exercise of data subject rights (including access, rectification, erasure, and portability) in accordance with applicable law. Requests should be directed to privacy@benevolve.com.

8.6 Data Retention and Deletion: Upon termination of this Agreement, Benevolve will, at Customer's election, either securely delete or return all Customer Data within the timeframe agreed in the DPA (default: ninety (90) days if not otherwise specified), unless retention is required by applicable law.

9. AI and Automated Processing

9.1 AI Transparency: Customer acknowledges that the Services incorporate artificial intelligence and machine learning technologies that automatically process Customer Data to generate insights, recommendations, and predictions. Benevolve will provide Documentation describing the general functionality, purpose, and scope of AI features.

9.2 No Solely Automated Decisions: Benevolve does not make solely automated decisions that produce legal or similarly significant effects concerning individuals. Customer is solely responsible for ensuring that:

• Any employment decision based on AI recommendations includes meaningful human oversight and review.
• Individuals are informed of the use of automated processing in employment decisions where required by law.
• Individuals have the right to request human review and explanation of significant employment decisions.
• The use of AI-generated insights complies with anti-discrimination laws and fair employment practices.

9.3 AI Accuracy and Limitations: Customer acknowledges that AI-generated outputs are inherently probabilistic and may contain errors, biases, or inaccuracies. Benevolve does not warrant that AI recommendations are error-free, comprehensive, or suitable for any particular employment decision.

9.4 Algorithmic Bias and Fairness: While Benevolve implements technical measures to detect and mitigate bias in AI models, Benevolve makes no guarantee that AI systems are free from bias. Customer shall use AI-generated insights as one input among many in human-led decision-making processes.

9.5 AI Training Data: Benevolve may use de-identified and aggregated data from the Services to train and improve AI models, in compliance with applicable data protection laws and the DPA. Customer Data will not be used to train models in a way that re-identifies individuals or violates privacy laws.

10. Confidentiality

10.1 Definition: 'Confidential Information' means any non-public information disclosed by one party ('Discloser') to the other party ('Recipient') in connection with this Agreement. Confidential Information does not include information that: is or becomes publicly available without breach; is lawfully received from a third party; is independently developed; or is required to be disclosed by law.

10.2 Obligations: Each party shall maintain the confidentiality of the other party's Confidential Information and use it only to perform obligations or exercise rights under this Agreement. Each party shall protect Confidential Information using the same degree of care it uses for its own confidential information, but no less than reasonable care.

10.3 Legally Compelled Disclosure: If a party is required by law, regulation, court order, or governmental request to disclose Confidential Information, the party shall, to the extent permitted by law, promptly notify the other party to allow the Discloser an opportunity to seek a protective order or injunction.

11. Service Levels and Availability

11.1 Uptime Commitment: Benevolve targets ninety-nine point five percent (99.5%) availability for the Services, measured monthly. This excludes downtime caused by scheduled maintenance, force majeure events, and issues arising from Customer's network, devices, or actions.

11.2 Scheduled Maintenance: Benevolve will use commercially reasonable efforts to perform maintenance during low-usage periods and will notify Customer of planned maintenance at least seven (7) days in advance where feasible.

11.3 Support: Benevolve provides support via email to support@benevolve.com.

11.4 No SLA Implied: Unless a separate Service Level Agreement is executed, the uptime target in Section 11.1 is a goal and not a guarantee.

12. Warranties and Disclaimers

12.1 Limited Warranty: Benevolve warrants that the Services will conform in all material respects to the Documentation and will be free from viruses and malware.

12.2 EXCEPT AS EXPRESSLY STATED IN SECTION 12.1, THE SERVICES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE' WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. BENEVOLVE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12.3 AI Output Disclaimer: Benevolve makes no warranty that AI-generated outputs are accurate, error-free, comprehensive, or suitable for employment decisions. Customer acknowledges that AI recommendations are probabilistic and may reflect biases present in training data.

12.4 Data Accuracy: Benevolve does not guarantee that Customer Data stored in the Services will be free from loss, corruption, or unauthorised access. Customer is responsible for maintaining backups of critical data.

12.5 Remedies: Customer's exclusive remedy for a breach of the warranty in Section 12.1 is (a) Benevolve's repair or replacement of the Services, or (b) if repair is not commercially feasible, termination of the Agreement and refund of prepaid Subscription Fees for the unused portion.

13. Limitation of Liability

13.1 EXCEPT FOR BREACHES OF CONFIDENTIALITY, DATA BREACHES, INTELLECTUAL PROPERTY INFRINGEMENT, INDEMNIFICATION OBLIGATIONS, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY EXCEED THE TOTAL SUBSCRIPTION FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13.2 EXCEPT FOR BREACHES OF CONFIDENTIALITY, DATA BREACHES, INTELLECTUAL PROPERTY INFRINGEMENT, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

13.3 Notwithstanding Sections 13.1 and 13.2, neither party limits its liability for data protection violations or breaches of Personal Data. Each party's liability for unauthorized processing or disclosure of Personal Data shall be determined in accordance with applicable data protection laws and the DPA.

13.4 Customer acknowledges that the limitations in this Section 13 are essential terms without which Benevolve would not have entered into this Agreement.

14. Indemnification

14.1 Benevolve Indemnification: Benevolve shall indemnify, defend, and hold harmless Customer from any claims arising from:

• Allegations that the Services infringe any third-party intellectual property right.
• Benevolve's breach of its data protection obligations under this Agreement or applicable law.

14.2 Customer Indemnification: Customer shall indemnify, defend, and hold harmless Benevolve from any claims arising from:

• Customer's misuse of the Services in violation of this Agreement, the Documentation, or applicable law.
• Customer Data, including claims that Customer Data infringes third-party rights or violates applicable law.
• Customer's failure to obtain necessary consents or provide required notifications regarding Personal Data.
• Customer's employment decisions made based on AI recommendations without appropriate human oversight.
• Customer's breach of this Agreement.

14.3 Indemnification Process: The indemnified party shall (a) provide prompt written notice of the claim; (b) grant the indemnifying party sole control of the defence and settlement; and (c) provide reasonable cooperation in the defence.

15. Term and Termination

15.1 Term: This Agreement commences on the date of execution and continues for the Subscription term specified in the Order, initially one (1) year. It automatically renews for successive annual periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

15.2 Termination for Cause: Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within thirty (30) days of receiving written notice.

15.3 Termination for Convenience: Customer may terminate this Agreement without cause by providing at least ninety (90) days' written notice and paying all accrued and unpaid fees through the end of the notice period.

15.4 Effect of Termination: Upon termination or expiration:

• Customer's right to use the Services ceases immediately; however, Customer's access to download Customer Data shall be available for thirty (30) days.
• Payment obligations for fees accrued through the termination date remain due.
• Accrued rights and obligations, including indemnification and confidentiality, survive termination.

15.5 Suspension for Non-Payment: If Customer fails to pay Subscription Fees by the due date, Benevolve may, after providing written notice, suspend Customer's access to the Services. Suspension may occur after 15 days of non-payment. Benevolve will restore access upon receipt of full payment.

16. Governing Law and Dispute Resolution

16.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, United States, without regard to its conflict of law principles.

16.2 Arbitration: Any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by one arbitrator in Wilmington, Washington.

16.3 Exception for Injunctive Relief: Either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm, without first submitting the matter to arbitration.

16.4 Equitable Remedies: Either party may seek specific performance or injunctive relief in addition to any other remedies available.

17. Modifications to Terms

17.1 Right to Modify: Benevolve may modify this Agreement at any time. If the modifications are material, Benevolve will provide at least thirty (30) days' written notice to Customer via email or through the Services.

17.2 Material Changes: Changes to privacy practices, data handling, fees, or data security are considered material. Customer's continued use of the Services after the notice period constitutes acceptance. If Customer does not accept the modifications, Customer may terminate within thirty (30) days and receive a pro-rata refund.

17.3 Updates to Privacy and Data Protection: Changes to the Privacy Policy or Data Processing Agreement may be updated more frequently in accordance with those documents. Customer is responsible for regularly reviewing the current versions at https://mymosaix.com.

18. General Provisions

18.1 Entire Agreement: This Agreement, including the Privacy Policy and Data Processing Agreement incorporated by reference, and any applicable Order or SLA, constitute the entire agreement between the parties.

18.2 Severability: If any provision is found to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary, or if not possible, shall be severed.

18.3 Waiver: The failure of either party to enforce any provision does not constitute a waiver. No waiver is effective unless in writing and signed by the party against whom the waiver is sought.

18.4 Assignment: Customer shall not assign this Agreement without the prior written consent of Benevolve. Benevolve may assign this Agreement to any successor or affiliate with thirty (30) days' written notice.

18.5 Force Majeure: Neither party shall be liable for failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, government actions, and internet outages. The affected party must notify the other party within thirty (30) days.

18.6 Notices: All notices shall be in writing and delivered via email, personal delivery, overnight courier, or registered mail. To Benevolve: legal@benevolve.com or Benevolve Inc., 2650 W Bertona St, Seattle, WA 98199, USA. To Customer: to the email and address provided in the Order.

18.7 No Third-Party Beneficiaries: This Agreement is intended solely for the benefit of the parties and their successors and assigns.

18.8 Counterparts: This Agreement may be executed in counterparts. Electronic signatures and PDF signatures have the same force and effect as original signatures.

19. Contact Information

For inquiries regarding this Agreement, please contact: