AI Addendum

JOVEO AI ADDENDUM

This AI Addendum (the "AI Addendum") forms part of and is incorporated into the Master Service Agreement or other agreement governing Customer’s use of the Joveo Platform (the "Agreement") between Joveo, Inc., ("Joveo") and the customer identified in that Order Form ("Customer"). Capitalized terms not defined in this AI Addendum have the meanings given in the Agreement.

APPLICABILITY; DEFINITIONS; AI ROLES.

• 1. Applicability. This AI Addendum applies to Customer’s use of any feature, functionality, agent, workflow, model, or component of the Platform that uses artificial intelligence, machine learning, automated decision-making, or similar techniques (collectively, "AI Features").
  2. Definitions. "AI Laws" means laws and binding regulations applicable to the development, provision, deployment, or use of AI Features, including, where applicable, Regulation (EU) 2024/1689 (EU AI Act) and other national, state, or regional laws governing artificial intelligence or automated decision-making. "High-Risk AI System" has the meaning given under applicable AI Laws. Customer Data, Customer Input, Output, Platform, and other capitalized terms have the meanings given in the Agreement or the Data Processing Addendum ("DPA").
  3. Role Allocation. The Parties’ roles under AI Laws will be determined by the applicable AI Law and the particular AI Feature, configuration, and use case. As between the Parties, Joveo provides the AI Features as part of the Platform, while Customer selects, configures, and uses the AI Features for its recruitment and talent-acquisition activities and remains responsible for employment and other decisions made using the Platform. Where Customer uses the Platform in connection with services provided to a Client, Customer is responsible for ensuring that it has the authority to do so and for satisfying any obligations allocated to Customer or its Client under applicable AI Laws.

COMPLIANCE; ACCEPTABLE USE; HUMAN OVERSIGHT.

• 1. Prohibited Uses. Customer will not use, and will not permit any Authorized User or Client to use, AI Features for any practice prohibited by applicable AI Laws or other applicable law, or in any manner prohibited by the Acceptable Use Policy.
  2. High-Risk AI. Where an AI Feature or Customer’s use of an AI Feature constitutes a High-Risk AI System or otherwise triggers regulated AI obligations, each Party will comply with the obligations applicable to its role under AI Laws. Without limiting the foregoing, Customer is responsible for using AI Features in accordance with Joveo’s instructions and Documentation, maintaining required human oversight, ensuring that input data and configurations under its control are appropriate for the intended use, providing required notices, and conducting any impact or fundamental-rights assessments required of Customer as deployer or user. Joveo will provide documentation and information reasonably required under applicable AI Laws for Joveo’s role and under Joveo’s control.
  3. Human Oversight and Employment Decisions. AI Features may support recruiting and talent-acquisition workflows, but Customer will maintain meaningful human oversight and independent judgment and will not rely solely on Output as the basis for an adverse employment decision. Unless expressly described otherwise in the Documentation, the Platform does not autonomously reject or disqualify candidates. Where Customer configures a rule, workflow, threshold, or decision-support process, Customer remains responsible for that configuration and the resulting employment decision.
  4. Sensitive Data. Customer will not provide or instruct Joveo to Process Special Category Data, Sensitive Personal Information, biometric data, or other sensitive data through an AI Feature except where the applicable AI Feature is expressly designed to support such data, the Processing is permitted under the DPA and applicable law, and Customer has established all required lawful bases, notices, consents, and safeguards.
  5. No Reverse Engineering; Model Extraction; Competitive Training. Customer will not, and will not permit any Authorized User or Client to: (a) reverse engineer, decompile, disassemble, or attempt to derive source code, model weights, parameters, or non-public architecture of an AI Feature; (b) conduct or facilitate model extraction, inversion, membership inference, prompt-injection intended to exfiltrate protected information, or similar attacks; or (c) use AI Features or Output to train, fine-tune, validate, benchmark for publication, or improve a competing AI product or service, except as expressly authorized in writing by Joveo.
  6. Biometric and Emotion Analysis. Based on the currently documented functionality of the Joveo Agentic Suite, AI Features are not intended to perform biometric identification, biometric categorization, facial recognition, voice identification, or emotion-recognition analysis unless expressly identified in the Documentation.

TRANSPARENCY; DOCUMENTATION; AI LITERACY.

• 1. Joveo Documentation. Upon written request, Joveo will make available reasonable Documentation concerning the intended purpose, capabilities, known material limitations, and instructions for use of AI Features to the extent required by applicable AI Laws and reasonably necessary for Customer to use the AI Features in compliance with the Agreement.
  2. Customer Transparency. Customer is responsible for disclosures and communications to candidates, applicants, Authorized Users, Clients, and other affected individuals concerning Customer’s use of AI Features, including informing individuals when they are interacting with an AI system or when AI is used in a recruitment workflow, to the extent required by applicable law. Joveo will reasonably support Customer with product information necessary to make such disclosures
  3. AI Literacy. Each Party will take reasonable measures to ensure that personnel operating or overseeing AI Features on its behalf have an appropriate level of AI literacy, taking into account their role, experience, and the context in which the AI Features are used, to the extent required by applicable AI Laws.

DATA AND MODEL GOVERNANCE.

• 1. Customer Data. Personal Data processed through AI Features is governed by the DPA. Joveo will Process Customer Data only as permitted by the Agreement, the DPA, and applicable law.
  2. Model Training and Improvement.
  3. Aggregated and De-Identified Data. Joveo’s use of Aggregated Data and de-identified data is governed by the Agreement and DPA. Nothing in this AI Addendum expands Joveo’s rights to use Customer Data.
  4. Third-Party AI Providers. Joveo may use third-party AI or model providers in connection with AI Features. Where such provider Processes Personal Data contained in Customer Data on Joveo’s behalf, its use will be governed by the subprocessing provisions of the DPA. Third-Party Services remain subject to the Agreement.

OUTPUT; INTELLECTUAL PROPERTY; LIMITATIONS.

• 1. Ownership. Ownership of Customer Data, the Platform, AI Features, and Output is governed exclusively by the Agreement. This AI Addendum does not modify the ownership or license rights allocated in the Agreement.
  2. Output Limitations. Customer acknowledges that Output may be probabilistic, non-deterministic, incomplete, inaccurate, or reflect limitations or bias in data, models, or prompts. Output may not be unique and the same or similar Output may be generated for other customers. Customer is responsible for reviewing Output before relying on or acting upon it. The warranties and disclaimers in the Agreement apply to AI Features and Output.

ASSESSMENTS; RECORDS; REGULATORY COOPERATION; LITIGATION.

• 1. Customer Assessments. Customer is responsible for determining whether its intended use of an AI Feature requires a data protection impact assessment, AI impact assessment, fundamental-rights impact assessment, bias assessment, notice, registration, or other deployer/user obligation under applicable law. To the extent required by applicable law and taking into account the nature of the AI Feature and information available to Joveo, Joveo will provide reasonable information and cooperation to support Customer’s assessment.
  2. Records and Logging. Joveo will maintain and, where required by applicable AI Laws for Joveo’s role, make available logs, technical documentation, or other records relating to operation of AI Features to the extent such information is generated by and reasonably available to Joveo. Customer is responsible for maintaining records concerning its configuration, use, human oversight, and decisions to the extent required by applicable law.
  3. Regulatory Cooperation. Each Party will reasonably cooperate with lawful requests, investigations, or inquiries from competent authorities relating to AI Features to the extent relevant to that Party’s obligations. Nothing requires Joveo to disclose source code, model weights, trade secrets, security-sensitive information, or other protected information except to the extent strictly required by applicable law and subject to available confidentiality protections.
  4. AI Incidents and Non-Compliance. Each Party will notify the other without undue delay after becoming aware of a material AI-related incident, regulatory non-compliance, or malfunction concerning an AI Feature that is reasonably likely to require action by the other Party under applicable AI Laws. The Parties will reasonably cooperate on investigation, mitigation, corrective measures, and legally required notifications, subject to the allocation of responsibilities under the Agreement and applicable law.

INDEMNITY.

• 1. Indemnity Alignment. Without limiting Customer’s indemnification obligations under the Agreement, Customer will defend and indemnify Joveo against third-party claims to the extent arising from Customer’s or its Authorized Users’ or Clients’ (a) unlawful use or configuration of AI Features or Output; (b) breach of this AI Addendum or applicable AI Laws; (c) failure to provide legally required notices, obtain required permissions, maintain required human oversight, or conduct assessments required of Customer; or (d) Customer Data, Customer Input, instructions, or configurations, in each case except to the extent caused by Joveo’s breach of the Agreement or this AI Addendum.

ORDER OF PRECENDENCE; UPDATES.

• 1. Order of Precedence. The order of precedence set out in the Agreement applies. For clarity, the Order Form controls Customer-specific commercial terms, the DPA controls Personal Data Processing matters, this AI Addendum controls AI-specific obligations and responsible-use matters, and the Agreement controls in all other respects.
  2. Updates. This AI Addendum may be updated only in accordance with the modification provisions of the Agreement. Customer-specific commercial terms will not be modified by an update to this AI Addendum.