Harri Terms of Use

Harri (US), LLC and Harri Technologies UK Ltd. (collectively, “Harri,” “we,” or “us”) operates the harri.ai website, the Harri platform, and associated mobile applications and services (collectively, the “Site” and “Services”).

These Terms of Use (“Terms”) govern access to and use of the Site by all users, including MSA Customers, Self-Service Users, Job Applicants, and general Site Visitors. By accessing or using the Site or Services, you agree to be bound by these Terms and our Privacy Notice at harri.ai/privacy. If you do not agree, you must immediately discontinue use of the Site and Services.

Harri may revise these Terms at any time. For material changes, Harri will provide at least 30 days’ notice by email or prominent notice on the Site before the change takes effect. For non-material changes, revised Terms will be effective upon posting. Your continued use of the Site following any revision constitutes your acceptance of the updated Terms.

If you are a business customer that has executed a Master “Software As A Service” (SaaS) Subscription Agreement with Harri (the “MSA”), the following applies to your use of the Site and Services:

• The MSA, including all Schedules, the Artificial Intelligence Terms Addendum, and the Data Processing Addendum, governs your relationship with Harri with respect to the platform and Services.
• In the event of any conflict or inconsistency between these Terms and the MSA (including any Schedules or Addenda), the MSA controls. The order of precedence is: (1) the applicable Schedule; (2) the MSA and its Addenda; (3) these Terms of Use and the Privacy Notice.
• These Terms apply to MSA Customers only to the extent they address matters not covered by, or not inconsistent with, the MSA.

A copy of the current MSA is available at harri.ai/msa. If you have questions about your MSA, please contact your Harri account representative.

You must be at least fifteen (15) years of age to use the Site. By using the Site, you represent and warrant that you meet this requirement and have the legal capacity to enter into a binding agreement. If you are accessing the Site on behalf of an organization, you represent and warrant that you are authorized to bind that organization to these Terms.

All content on the Site, including but not limited to text, graphics, logos, icons, images, digital downloads, data compilations, and software, and the selection and arrangement thereof (“Harri Content”), together with all trademarks, service marks, trade names, and logos (“Trademarks”), are the exclusive intellectual property of Harri and its licensors. All rights, title, and interest not expressly granted herein are reserved.

You shall not:

• Use any Harri Trademark or any confusingly similar mark without prior written consent from Harri;
• Modify, create derivative works from, decompile, reverse engineer, or attempt to extract source code from Harri’s software or platform, except as expressly permitted under an open source license or with Harri’s prior written consent;
• Copy, reproduce, aggregate, or duplicate any Harri Content for commercial purposes without prior written consent;
• Remove or alter any proprietary notices, labels, or markings from any Harri Content; or
• Represent or imply that any content or statements are endorsed or approved by Harri without prior written consent.

If you submit any suggestions, ideas, recommendations, feature requests, or other feedback regarding the Site or Services (“Feedback”), you hereby irrevocably assign to Harri all right, title, and interest in and to such Feedback, including all associated intellectual property rights. Harri may use Feedback for any purpose without compensation, attribution, or obligation to you. You represent and warrant that your Feedback does not infringe the rights of any third party.

You may upload, share, post, publish, or transmit data, messages, text, images, photographs, graphics, audio, and video (“User Content”) on or through the Site. By submitting User Content, you represent and warrant that you have the right and authority to share such content and that doing so does not violate any third-party rights or applicable law.

You agree that you will not share User Content that:

• Is false, misleading, defamatory, derogatory, degrading, or harassing of any person or entity;
• Invades another’s privacy or includes confidential, sensitive, or personal information without authorization;
• Promotes bigotry, racism, hatred, or harm against any group or individual;
• Violates or infringes any third-party intellectual property rights;
• Contains malicious code, viruses, or programs intended to damage, disrupt, or limit the functionality of any software, hardware, or telecommunications equipment;
• Impersonates any person or entity, or misrepresents your affiliation with any person or entity;
• Duplicates or sets more than one copy of the same profile information or job posting publicly at one time; or
• Violates any applicable laws or regulations.

Harri may report users to relevant authorities and pursue all available legal remedies if User Content is intended or designed to cause harm.

You agree not to:

• Use automated means — including bots, robots, spiders, scrapers, or crawlers — to access, scrape, search, or index the Site without Harri’s prior written permission;
• Attempt to probe, scan, test, or breach the security, authentication, or other protective measures of the Site;
• Access or use the Site in any manner that could damage, disable, overburden, or impair Harri’s systems or networks;
• Gain or attempt to gain unauthorized access to any portion of the Site, or any accounts, systems, or networks connected to Harri;
• Collect or harvest user information or content by automated or manual means without prior written permission from Harri;
• Contact other users for any purpose other than that which is expected on the platform, or send unsolicited communications of any kind;
• Access or use the Site for the purpose of developing, directly or indirectly, a product or service that competes with the Harri platform or Services; or
• Use the Site for any unlawful purpose or in violation of these Terms.

By submitting a telephone number to Harri through the Site, you consent to receive communications from Harri at the number you provide, which may include calls or text messages using automated dialing technology or pre-recorded messages. Your consent is not a condition of receiving any product or service from Harri. Standard message and data rates may apply. You may opt out of text messages at any time by replying STOP. For help, reply HELP or contact DPO@harri.com.

Where the Site or Services require account registration, you agree to provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities conducted through your account. You agree not to share your password or account access with any other person.

You must notify Harri immediately at DPO@harri.com of any unauthorized use of your account or any suspected security breach. Harri is not liable for any loss or damage arising from your failure to maintain account security.

Harri has no obligation to monitor the Site or screen User Content. However, Harri reserves the right, in its sole discretion, to review, remove, or decline to make available any User Content that Harri determines, in good faith, violates these Terms, applicable law, or poses a risk to the integrity or safety of the Site or its users. Harri may also remove User Content that is confidential or proprietary to a third party without that party’s permission.

Harri may use your login information to access your account solely for the purpose of troubleshooting or resolving support issues, errors, or malfunctions affecting the Site or Services.

Harri reserves the right, in its sole discretion, to suspend or terminate any user’s access to the Site at any time where Harri has a good-faith basis to believe such action is necessary to protect the integrity, security, or lawful operation of the Site. Harri will provide notice where reasonably practicable, except in cases involving active security threats, suspected unlawful activity, or conduct that poses an imminent risk to other users or the platform.

Harri reserves the right to investigate reported violations and to take any action it deems appropriate, including reporting suspected unlawful activity to law enforcement or regulatory authorities and disclosing relevant user information to such parties as permitted by applicable law.

Upon termination of a Self-Service User account, you may request an export of your profile data within 30 days of termination by contacting DPO@harri.com. Harri will provide the export in a reasonably usable digital format, subject to payment of any outstanding amounts owed.

Harri’s failure to enforce any of these Terms will not constitute a waiver of its rights.

With respect to the public-facing harri.ai website and user-generated content accessible thereon, Harri makes no representation that the Site will be error-free, virus-free, or uninterrupted, or that defects will be corrected. Harri does not warrant that information posted by users will be accurate, complete, or current. Harri may make changes to the Site’s features, functionality, or content at any time without notice.

This section applies to the public Site only and does not limit any service level, uptime, or performance obligations that Harri may have under an executed MSA.

Harri may offer certain features, products, or functionality designated as beta, pilot, preview, limited release, or evaluation (each, a “Beta Feature”). Beta Features are provided “as is” and “as available” without any warranty, service level commitment, or guarantee of continued availability. Harri may modify, suspend, or withdraw any Beta Feature at any time without notice and without liability. Your use of any Beta Feature is at your sole risk. Harri’s maximum liability in connection with any Beta Feature shall not exceed USD $500.

Harri is not a law firm and does not provide legal or regulatory advice. While the Harri platform is designed to assist customers in managing compliance-related workflows, no information, content, or guidance surfaced through the Site or Services constitutes legal advice or a legal determination, and you shall not rely on it as such.

You are solely responsible for:

• Any legal determinations made in connection with your use of the Site or Services;
• Any modifications you make to default compliance settings, configurations, or workflows within the platform, and all consequences arising therefrom; and
• Ensuring your use of the Site and Services complies with all applicable federal, state, local, and foreign laws and regulations, including those relating to employment, data protection, civil rights, and the use of artificial intelligence or automated decision-making systems.

Harri recommends that you consult with qualified legal counsel before making compliance-related decisions in connection with your use of the platform.

Harri may make available third-party add-ons, integrations, applications, and other products not developed by Harri (“Third-Party Products”) in connection with the Site and Services. Harri makes no representations or warranties regarding the quality, security, compliance, or availability of any Third-Party Products. Your use of Third-Party Products is at your sole risk and subject to the terms and conditions of the applicable third-party provider. Harri is not responsible for any User Content once it is transmitted, copied, or removed from the Harri Site.

Harri is not an employment agency or recruiting firm and makes no representations or guarantees regarding the effectiveness or timeliness of the Site in meeting the employment objectives of any user. Harri does not guarantee that employers will find suitable candidates, that applications will result in interviews or offers, or that positions will be filled. Harri is not responsible for any employment decisions made by any user, unless specifically set forth in a separate written agreement executed by Harri.

Except as expressly provided otherwise, the Site and all Harri Content and User Content are provided on an “as is” and “as available” basis. Harri expressly disclaims all warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement with respect to the Site and all content provided on or through the Site.

This disclaimer applies to the public-facing Site and user-generated content and does not extend to: (i) the security, confidentiality, or integrity of Customer Data, which is governed by the applicable Data Processing Addendum; or (ii) the performance or conformance of the Harri Platform for MSA Customers, which is governed by the applicable MSA.

Some jurisdictions do not allow the exclusion of certain warranties. To the extent such exclusions are held to be legally invalid, all other terms remain in full force and effect.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HARRI BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM YOUR ACCESS TO OR USE OF THE SITE OR ANY CONTENT PROVIDED ON OR THROUGH THE SITE, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE.

Notwithstanding the foregoing, nothing in these Terms excludes or limits Harri’s liability for:

• Harri’s gross negligence or willful misconduct;
• Fraud or fraudulent misrepresentation; or
• Any other liability that cannot be excluded or limited under applicable law.

For Self-Service Users and Site Visitors who are not party to an MSA with Harri, Harri’s aggregate liability for any claim arising out of or related to these Terms or your use of the Site shall not exceed the greater of: (i) the fees paid by you to Harri in the three (3) months preceding the event giving rise to the claim; or (ii) USD $500. This aggregate cap does not apply to claims arising from Harri’s gross negligence, willful misconduct, or fraud.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. To the extent such limitations are held legally invalid, the above limitation may not apply to you, and Harri’s liability shall be limited to the maximum extent permitted by law.

You agree to indemnify, defend, and hold harmless Harri, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or in connection with: (i) User Content that you share on or through the Site; (ii) your violation of these Terms; or (iii) your violation or infringement of any third-party rights, including intellectual property rights.

You are solely responsible for your interactions with other users of the Site. Harri reserves the right, but has no obligation, to monitor or become involved in disputes between users. To the extent you have a dispute with one or more other users, you release Harri and its officers, directors, employees, and agents from all claims, demands, and damages of every kind, known and unknown, arising out of or in connection with such disputes.

This section governs how disputes between you and Harri arising under these Terms will be resolved. It contains a binding arbitration agreement and a class action waiver. Please read it carefully.

21.1 Agreement to Arbitrate

Except as set forth in Section 21.4 below, you and Harri agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or your use of the Site (collectively, “Disputes”), shall be determined by binding individual arbitration. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures and shall be conducted in New York, New York before a single arbitrator. Harri shall bear JAMS’ administrative fees and the arbitrator’s fees, but not your attorneys’ fees. Judgment on the award may be entered in any court of competent jurisdiction.

21.2 Class Action Waiver

YOU AND HARRI EACH WAIVE ANY RIGHT TO JOIN OR CONSOLIDATE DISPUTES BY OR AGAINST OTHERS AS A REPRESENTATIVE OR MEMBER OF A CLASS, TO OBTAIN RELIEF IN ANY ARBITRATION IN THE INTERESTS OF THE GENERAL PUBLIC, OR TO ACT AS A PRIVATE ATTORNEY GENERAL. If any provision of this class action waiver is found to be invalid or unenforceable, it shall be severed from this arbitration agreement, but the remainder of the arbitration agreement shall remain enforceable.

21.3 Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to DPO@harri.com within 30 days of first agreeing to these Terms. Your notice must include your name, address, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms.

21.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to: (i) prevent the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property rights; or (ii) preserve or obtain possession of property. Nothing in this Section prevents either party from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. This arbitration agreement does not apply to MSA Customers for disputes arising under or relating to their executed MSA, which shall be governed by the dispute resolution provisions of that agreement.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. This limitation applies regardless of any statute or law to the contrary.

Harri’s collection and use of personal information in connection with the Site is governed by our Privacy Notice, available at harri.ai/privacy. By using the Site, you consent to the collection and use of your information as described in the Privacy Notice.

For MSA Customers: The processing of Customer Data in connection with the platform is governed by the Data Processing Addendum (Addendum B to the MSA), which controls in the event of any conflict with the Privacy Notice or this Section 23.

These Terms and any disputes arising out of or relating to your access to or use of the Site — to the extent not governed by the arbitration provision in Section 21 — shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law principles. The parties irrevocably and unconditionally consent to the sole and exclusive jurisdiction of the federal and state courts located in the State, City, and County of New York for any such disputes. Each party waives any defense of lack of personal jurisdiction, improper venue, or forum non-conveniens with respect to such courts.

No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights. No person or entity other than you and Harri has any right to enforce any provision of these Terms.

Publicity

By using the Site as a business customer, you grant Harri the right to use your company name and logo in Harri’s marketing materials, customer lists, website, and other promotional materials solely to identify you as a user of the Harri platform. You may request in writing at any time that Harri cease such use by contacting DPO@harri.com.

Waiver and Severability

The failure of Harri to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. If any provision of these Terms is found to be unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and all remaining provisions shall remain in full force and effect.

Order of Precedence

For MSA Customers, in the event of any conflict or inconsistency between these Terms and the MSA (including any Schedules, the AI Addendum, or the Data Processing Addendum), the following order of precedence applies: (1) the applicable Schedule; (2) the MSA and its Addenda; (3) these Terms of Use and the Privacy Notice.

Entire Agreement for Non-MSA Users

For Self-Service Users, Job Applicants, and Site Visitors who have not executed an MSA with Harri, these Terms, together with the Privacy Notice, constitute the entire agreement between you and Harri with respect to your use of the Site and supersede all prior agreements and understandings, whether written or oral.

Assignment

You may not assign or transfer your rights or obligations under these Terms without Harri’s prior written consent. Harri may assign its rights and obligations under these Terms at any time, including in connection with a merger, acquisition, or sale of assets.

Contact Information

If you have any questions regarding these Terms, please contact Harri at:

• Email: DPO@harri.com
• Harri (US), LLC, 665 Broadway, Suite 402, New York, NY 10013
• Harri Technologies UK Ltd. — contact via DPO@harri.com

For questions about your MSA or platform services, please contact your assigned Harri account representative.