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Last Updated: June 12, 2025
This Master Subscription Agreement governs access and use of the Services offered by ConsultMeIn LLC and its Affiliates, dba SkillIQ ("SkillIQ"), and is entered into between SkillIQ and the customer entering into a Service Order for, or otherwise registering to use, SkillIQ's Services ("Customer"). The individual accepting this Agreement on behalf of Customer represents and warrants that they have full right and authority to enter into this Agreement on behalf of Customer.
"Affiliate" means an entity that, directly or indirectly, controls, is controlled by, or is under common control with the subject entity.
"Agreement" means this Master Subscription Agreement together with the Service Order(s) or other agreements entered into between Customer and SkillIQ related to the Services.
"AI Features" means features or functionality of the Services that make use of artificial intelligence, machine learning, or similar technologies.
"Candidate" means an individual invited by Customer to use the Services as the subject of an evaluation, screening, and/or assessment by Customer.
"Customer Data" means all data, information, content, and/or materials that Customer or its Users or Candidates input or provide through the Services, excluding all Usage Data.
"Services" means the products and/or services provided by SkillIQ to Customer, including AI-powered assessments, interviews, resume parsing, candidate scoring, background verification, and compliance tools.
"User" means Customer's employees or contractors who are granted access by Customer to use the Services as permitted by this Agreement.
2.1 Services Term. This Agreement is effective as of the date Customer accepts it and will continue until all Service Orders have expired or are terminated in accordance with this Agreement.
2.2 Service Orders. Customer will order the Services by entering into a Service Order. Service Orders are non-cancellable except as may be provided for by this Agreement.
2.3 Adding Services. Customer may purchase additional Services during the Term by entering into additional Service Orders. Fees for additional subscription-based Services will be prorated commensurate with the period of Customer's then-current Services Term remaining.
3.1 Access and Use. SkillIQ grants Customer and its Users the right to use and access the Services and Documentation in accordance with the Agreement. Customer and its Users will use the Services solely for Customer's internal business purposes.
3.2 Product Updates. SkillIQ may periodically update and/or modify the features and/or functionality of the Services, provided that any update or modification will not materially diminish the features or functionality of the Services.
3.3 Acceptable Use Policy. Customer and its Users may not: (a) use the Services in violation of applicable law; (b) take any action to damage, disable, or interfere with the operation or security of the Services; (c) process any material that infringes upon the rights of SkillIQ or any third party; (d) copy, distribute, resell, reverse engineer, or create derivative works of any part of the Services; (e) use the Services for competitive analysis or development of a competing service.
3.4 Artificial Intelligence. As between SkillIQ and Customer, all data that Customer inputs into AI Features ("Input") and that AI Features output based on Input ("Output") are Customer Data owned by Customer. SkillIQ will not use Customer Data to develop, train, or improve any AI Features.
4.1 Fees. Customer will pay SkillIQ all fees for the Services as specified in the applicable Service Order. Fees are non-refundable except as provided for by this Agreement.
4.2 Invoicing and Payment. SkillIQ will invoice Customer for all Fees payable. Overdue Fees will bear interest at the lesser rate of 1.5% per month or the highest rate permitted by applicable law.
4.3 Taxes. All Fees are exclusive of taxes, levies, duties, or similar governmental assessments which are the sole responsibility of Customer.
5.1 Customer Data Security. SkillIQ will use commercially reasonable and industry standard technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of Customer Data.
5.2 Personal Data Processing. SkillIQ will process any Customer Data that is personal data in accordance with the SkillIQ Privacy Policy.
6.1 Ownership. Customer owns and retains all rights in Customer Data. SkillIQ, its Affiliates, and its licensors own and retain all rights in Usage Data and the Services.
6.2 Customer Data License. Customer grants SkillIQ a worldwide, non-exclusive, royalty-free license solely to use, host, process, and display Customer Data in connection with providing the Services.
The Receiving Party will keep the Disclosing Party's Confidential Information confidential, exercising the same degree of care to do so that the Receiving Party exercises to keep confidential its own Confidential Information, but no less than reasonable care.
8.1 Services Warranty. SkillIQ represents and warrants that the Services will materially conform to the specifications of the applicable Service Order and Documentation during the applicable Services Term.
8.2 Disclaimer. EXCEPT AS PROVIDED BY THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS-IS," AND SKILLIQ DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY. EACH PARTY'S MAXIMUM AGGREGATE LIABILITY IS LIMITED TO THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE INCIDENT.
10.1 Termination for Cause. Either party may terminate this Agreement if the other party materially breaches and fails to remedy within 30 days after written notice.
10.2 Effect of Termination. Upon termination, Customer's right to use the Services will terminate. For 30 days following termination, SkillIQ will provide Customer the limited right to extract Customer Data from the Services.
11.1 Governing Law. This Agreement will be governed by the laws of the State of Delaware without regard to conflict of laws provisions.
11.2 Assignment. Neither party may assign this Agreement without prior written consent of the other party except in connection with a corporate reorganization, merger, or sale of substantially all assets.
11.3 Entire Agreement. This Agreement sets forth the complete and final agreement between the parties and supersedes all prior agreements related to the subject matter hereof.