Perfectly Terms of Service

Last Updated: June 25, 2026

These Perfectly Terms of Service (these “Terms”), together with any applicable order form, statement of work, or other ordering document that references these Terms (each, an “Order Form”), govern access to and use of the services made available by Perfectly AI Inc. (“Perfectly,” “we,” “us,” or “our”) to the customer identified in the applicable Order Form (“Customer”).

Perfectly and Customer may be referred to individually as a “Party” and collectively as the “Parties.”

1. Perfectly Services

Subject to Customer’s compliance with these Terms and the applicable Order Form, Perfectly will provide the recruiting services, software, tools, workflow support, and related services described in the applicable Order Form (the “Services”).

The Services may include candidate sourcing, candidate research, outreach support, recruiting workflow automation, role intake, calibration, pipeline reporting, and related recruiting support.

Customer may use the Services only for Customer’s internal recruiting and hiring purposes and only during the applicable term.

2. Customer Responsibilities

Customer is responsible for:

  1. providing accurate job descriptions, role requirements, hiring criteria, feedback, and other information reasonably needed for Perfectly to provide the Services;

  2. obtaining and maintaining all rights, notices, consents, permissions, and legal bases required for Customer to provide Customer Materials to Perfectly;

  3. ensuring that Customer’s use of the Services complies with all applicable laws, including employment, privacy, anti-discrimination, communications, and recruiting laws;

  4. reviewing and approving candidate outreach, candidate evaluations, and hiring decisions as appropriate;

  5. all hiring decisions, employment decisions, and communications made by or on behalf of Customer.

Perfectly does not guarantee any particular number of candidates, responses, interviews, offers, hires, or hiring outcomes.

3. Authorized Users

Customer may allow its employees, contractors, recruiters, hiring managers, and other authorized representatives to access or use the Services on Customer’s behalf (“Authorized Users”).

Customer is responsible for all acts and omissions of its Authorized Users and for ensuring that Authorized Users comply with these Terms.

4. Use Restrictions

Customer will not, and will not permit any person to:

  1. use the Services outside the scope permitted by these Terms or the applicable Order Form;

  2. copy, modify, reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying technology of the Services;

  3. sell, resell, sublicense, rent, lease, distribute, or otherwise make the Services available to third parties;

  4. use the Services to build, train, or improve a competing product or service;

  5. interfere with or disrupt the security, integrity, or performance of the Services;

  6. access or search the Services using unauthorized scraping, crawling, data mining, or automated extraction tools;

  7. use the Services in a way that violates applicable law or third-party rights;

  8. use the Services for unlawful discrimination, harassment, spam, deceptive communications, or other unlawful recruiting practices;

  9. use the Services or Perfectly Confidential Information for benchmarking, competitive analysis, or product development.

5. Customer Materials

“Customer Materials” means all information, data, content, files, job descriptions, hiring criteria, candidate information, applicant information, employee information, recruiter feedback, notes, emails, messages, and other materials provided by or on behalf of Customer to Perfectly in connection with the Services.

As between the Parties, Customer owns and retains all rights in Customer Materials.

Customer grants Perfectly a non-exclusive, worldwide, royalty-free license to use, host, reproduce, display, modify, process, and transmit Customer Materials as necessary to provide, maintain, secure, support, and improve the Services for Customer, comply with applicable law, and enforce these Terms.

Customer represents and warrants that it has all rights, permissions, notices, and consents necessary for Perfectly to process Customer Materials as contemplated by these Terms.

6. Perfectly Materials

The Services may provide or generate candidate research, candidate lists, outreach drafts, reports, workflows, templates, recommendations, insights, and other materials created or supplied by Perfectly or its licensors (“Perfectly Materials”).

Subject to these Terms and the applicable Order Form, Customer may use Perfectly Materials for Customer’s internal recruiting purposes.

Customer may not sell, redistribute, commercialize, publish, or provide Perfectly Materials as a standalone product or service.

Customer is solely responsible for determining whether and how to use Perfectly Materials, including whether to contact any candidate and whether any outreach or hiring process complies with applicable law.

7. AI Features and Output

Certain Services may use artificial intelligence, machine learning, or automated workflows to generate recommendations, candidate research, outreach drafts, summaries, rankings, or other output (“Output”) based on Customer Materials, Perfectly Materials, or other inputs.

Customer is responsible for reviewing Output before relying on it or using it externally.

Due to the nature of AI and machine learning, Output may be inaccurate, incomplete, duplicative, biased, or otherwise unsuitable for Customer’s intended use. Perfectly does not guarantee the accuracy, completeness, uniqueness, or suitability of any Output.

Customer is responsible for any decisions, messages, actions, or hiring processes that Customer approves, sends, or carries out using the Services.

8. Third-Party Services

The Services may integrate with or rely on third-party products and services, including applicant tracking systems, email providers, calendar tools, data providers, hosting providers, analytics providers, payment processors, and AI model providers (“Third-Party Services”).

Customer is responsible for maintaining any Third-Party Services used by Customer and obtaining all rights, permissions, and consents necessary for Perfectly to access or use those Third-Party Services on Customer’s behalf.

Perfectly is not responsible for Third-Party Services or for any errors, downtime, security issues, or other problems caused by Third-Party Services.

9. Support

Perfectly will provide reasonable support for the Services in accordance with its standard practices or as otherwise stated in the applicable Order Form.

Customer will reasonably cooperate with Perfectly to troubleshoot and resolve issues.

10. Fees and Payment

Customer will pay the fees stated in the applicable Order Form without offset or deduction.

Unless otherwise stated in the Order Form, fees are due upon invoice and are non-refundable.

If Customer fails to pay amounts when due, Perfectly may suspend the Services until all overdue amounts are paid. Customer is responsible for all taxes, duties, and similar governmental charges, other than taxes based on Perfectly’s income.

11. Term and Termination

The initial term of each Order Form will be as stated in that Order Form.

Either Party may terminate an Order Form if the other Party materially breaches these Terms or the Order Form and does not cure the breach within thirty days after receiving written notice.

Perfectly may suspend or terminate the Services immediately if Customer breaches the use restrictions, fails to pay amounts due, violates Perfectly’s intellectual property rights, or uses the Services in a way that creates legal, security, or operational risk.

Upon expiration or termination of an Order Form, Customer’s right to use the Services under that Order Form will end, and all unpaid fees will become immediately due.

12. Confidentiality

“Confidential Information” means non-public information disclosed by one Party to the other Party that is designated as confidential or should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.

Confidential Information includes business, technical, product, customer, candidate, recruiting, financial, and commercial information. The Services, Perfectly Materials, and Perfectly technology are Confidential Information of Perfectly.

The receiving Party will use Confidential Information only to perform or receive the Services and will protect it using reasonable care. The receiving Party may disclose Confidential Information only to employees, contractors, advisors, service providers, or representatives who need to know it and are bound by confidentiality obligations, or as required by law.

Confidential Information does not include information that is publicly available through no fault of the receiving Party, already known without restriction, independently developed without use of Confidential Information, or lawfully received from a third party without confidentiality obligations.

13. Ownership

Perfectly owns and retains all rights, title, and interest in and to the Services, software, technology, systems, workflows, models, algorithms, interfaces, databases, tools, templates, know-how, processes, documentation, Perfectly Materials, and all improvements or derivatives of the foregoing.

Customer owns and retains all rights, title, and interest in and to Customer Materials.

No rights are granted except as expressly stated in these Terms or an Order Form.

Perfectly may use aggregated or de-identified information derived from Customer’s use of the Services to analyze, maintain, improve, and develop Perfectly’s products and services, provided that such information does not identify Customer or any individual.

14. Feedback

If Customer or its Authorized Users provide suggestions, comments, ideas, or feedback about the Services (“Feedback”), Perfectly may use Feedback for any business purpose without restriction or obligation.

15. Privacy and Data Protection

Perfectly may process personal information about Authorized Users’ use of the Services in accordance with Perfectly’s Privacy Notice available at [perfectly.so/privacy].

To the extent Perfectly processes Customer Materials that include personal information, Perfectly will process that information for the limited purpose of providing the Services to Customer and as otherwise permitted by these Terms or the applicable Order Form.

Perfectly will not sell or share Customer Materials containing personal information as those terms are defined by applicable privacy laws.

To the extent the California Consumer Privacy Act or similar privacy laws apply to Perfectly’s processing of Customer Materials, Perfectly will process such personal information as Customer’s service provider or processor, as applicable. Perfectly will not retain, use, or disclose such personal information for any purpose other than providing the Services, maintaining and improving the Services for Customer, complying with law, or as otherwise permitted by applicable law.

16. Disclaimers

The Services, Perfectly Materials, and Output are provided on an “as is” and “as available” basis.

Perfectly disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, and error-free operation.

Perfectly does not warrant that the Services will be uninterrupted, secure, error-free, or that any candidates, responses, interviews, offers, hires, revenue, or business outcomes will result from use of the Services.

17. Limitation of Liability

To the maximum extent permitted by law, neither Party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business opportunities, loss of goodwill, loss of data, business interruption, or cost of substitute services.

Perfectly’s total liability arising out of or related to these Terms, any Order Form, or the Services will not exceed the fees actually paid by Customer to Perfectly under the applicable Order Form in the twelve months before the event giving rise to the claim.

The limitations in this section apply regardless of the legal theory and even if a Party has been advised of the possibility of damages.

18. Indemnification

Customer will defend, indemnify, and hold harmless Perfectly from and against any third-party claim, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising from:

  1. Customer Materials;

  2. Customer’s or its Authorized Users’ use of the Services in violation of these Terms;

  3. Customer’s recruiting, outreach, hiring, employment, or candidate-related decisions;

  4. Customer’s violation of applicable law;

  5. Customer’s failure to obtain required rights, permissions, notices, or consents.

19. Publicity

Perfectly may use Customer’s name and logo to identify Customer as a Perfectly customer on Perfectly’s website, pitch materials, and other marketing materials, unless Customer notifies Perfectly in writing that it does not consent to such use.

20. Miscellaneous

Neither Party may assign these Terms or any Order Form without the other Party’s prior written consent, except to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all assets.

Perfectly may use subcontractors and service providers to provide the Services, provided that Perfectly remains responsible for its obligations under these Terms.

Neither Party will be liable for delays or failures caused by events beyond its reasonable control, except for payment obligations.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in effect.

These Terms and the applicable Order Form are the complete agreement between the Parties regarding the Services and supersede all prior or contemporaneous agreements, communications, and understandings regarding the Services.

If there is a conflict between these Terms and an Order Form, the Order Form will control for that conflict.

These Terms are governed by the laws of the State of California, without regard to conflict of law principles. Any legal action arising under these Terms will be brought exclusively in the state or federal courts located in San Francisco County, California, and the Parties consent to personal jurisdiction and venue there.

All notices must be in writing. Email is sufficient.

The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship.

21. Definitions

“Authorized Users” means Customer’s employees, contractors, recruiters, hiring managers, and other representatives authorized to use the Services on Customer’s behalf.

“Customer Materials” has the meaning given in Section 5.

“Order Form” means an ordering document, statement of work, or similar agreement between the Parties that references these Terms.

“Output” has the meaning given in Section 7.

“Perfectly Materials” has the meaning given in Section 6.

“Services” has the meaning given in Section 1.

“Third-Party Services” has the meaning given in Section 8.