Terms of Service

Main Services Agreement

By creating an account or using our Services, you agree to be bound by these Terms of Service.

Vamo Holdings, Inc.
101 Cosgrove Avenue, Suite 260
Chapel Hill, NC 27514
United States

This Main Services Agreement ("Agreement") is entered into between Vamo Holdings, Inc. (DBA Vamo Talent) with offices at 101 Cosgrove Avenue, Suite 260, Chapel Hill, NC 27514 ("Company" or "we") and the customer agreeing to these terms ("Customer" or "you"). This Agreement sets forth the terms and conditions under which Customer may use the Company's offering(s) ordered by Customer that are set forth in a confirmation page, order form, quote, statement of work, invoice, or other ordering document (the "Order Form" and such offering(s), the "Services").

By accepting this Agreement, including by executing an Order Form that references this Agreement or clicking "I Agree," "Continue," or a similarly named button to create your account, Customer agrees to be bound by the terms of this Agreement which contains, among other things, warranty disclaimers, liability limitations, use limitations, and our Data Processing Agreement (incorporated by reference).

1. SaaS Services and Support

1.1 Service Provision

Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms attached hereto as Exhibit A. As part of the registration process, Customer will identify an administrative user name and password for Customer's account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

1.2 Technical Support

Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit B.

2. Restrictions and Responsibilities

2.1 Usage Restrictions

Customer will not, directly or indirectly:

2.1.1 Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software");

2.1.2 Modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services);

2.1.3 Use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party;

2.1.4 Remove any proprietary notices or labels;

2.1.5 Systematically extract data from the Services in order to recreate, replicate or substitute for the Services or a substantial part of its database;

2.1.6 Build a competitive product or service based upon the Services, or copy features or functions of the Services, including but not limited to benchmarking, replicating, or using outputs, data structures, or algorithms to develop competing talent-sourcing databases, ranking systems, developer graphs, or talent intelligence platforms;

2.1.7 Use the Services for any unlawful purpose or in any manner that violates applicable laws or regulations;

2.1.8 Use any data or outputs derived from the Services to (i) create, train, test, or improve any machine learning algorithms or artificial intelligence systems that compete with Company's Services, (ii) develop foundation models or other large-scale models that compete with Company, (iii) mislead any person that outputs were solely human-generated, or (iv) violate Company's usage guidelines or instructions;

2.1.9 Resell, redistribute, or provide access to the Services to any third party without Company's prior written consent.

Using the Services within Customer's plan by any means, including the app, API, MCP, scripts, automated tools, browsers and AI agents, is permitted use. All use is metered under Customer's plan.

2.2 Export Compliance

Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are "commercial items" and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3 Compliance and Indemnification

Customer represents, covenants, and warrants that Customer will use the Services only in compliance with these Terms and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Services. Although Company has no obligation to monitor Customer's use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.4 Equipment and Security

Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent.

2.5 Recruiting Compliance and Outreach Responsibilities

Customer is solely responsible for any recruiting, sourcing, outreach, or communications conducted using data, profiles, contact information, or other outputs obtained from the Services. Customer must comply with all applicable laws and regulations governing recruiting, employment, privacy, anti-spam, and electronic communications, including but not limited to the CAN-SPAM Act, GDPR, CCPA, TCPA, and any applicable employment laws. Customer represents and warrants that it will: (i) obtain all necessary consents and permissions before contacting individuals; (ii) provide appropriate opt-out mechanisms in all communications; (iii) not engage in deceptive, misleading, or harassing outreach practices; and (iv) comply with all applicable email marketing and privacy laws. Customer agrees to indemnify and hold harmless Company from any claims, damages, or liabilities arising from Customer's outreach activities or failure to comply with applicable laws.

3. Confidentiality, Proprietary Rights, and Data Privacy

3.1 Confidential Information

"Proprietary Information" means all non-public information disclosed (whether in oral, written, or other tangible or intangible form) by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Proprietary Information of Company includes, without limitation, non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes Customer Data (as defined below).

The Receiving Party will: (i) protect the Disclosing Party's Proprietary Information using at least the same degree of care it uses to protect its own similar information, but in no event less than reasonable care; (ii) not use Proprietary Information except as necessary to perform its obligations or exercise its rights under this Agreement; and (iii) disclose Proprietary Information only to its own employees, contractors, and professional advisers who have a legitimate need to know such information for the performance of this Agreement and who are bound by obligations of confidentiality no less restrictive than those set forth herein.

The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

The foregoing obligations will remain in effect during the Term and for five (5) years after termination or expiration of this Agreement, except that obligations with respect to trade secrets will survive for so long as such information remains a trade secret under applicable law.

3.2 Customer Data Ownership

As between the parties, Customer owns all right, title, and interest in and to Customer Data. "Customer Data" means any non-public data or content provided by Customer or its users to Company in connection with the Services, excluding Service Data.

3.3 Company Intellectual Property

Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation services or support, (c) the Service Data, and (d) all intellectual property rights related to any of the foregoing.

3.4 Service Outputs

The Services may generate data, reports, analytics, insights, rankings, scores, recommendations, or other informational outputs ("Output") based on Customer Data or other inputs ("Input"), which may be produced using algorithms, machine learning models, or artificial intelligence. Customer may use Output for its own business purposes, subject to this Agreement. Customer may store, export, index and combine Output in its own systems (such as a CRM, ATS, data warehouse, internal tools and AI agents), use it to enrich its own records, and build its own products, agents and agent harnesses that use Output. Customer may not sell, license or otherwise provide Output to third parties as a dataset, or make Output available in a way that substitutes for the Services. Customer represents and warrants that Customer has all rights, licenses, and permissions required to provide Input to the Services.

Customer acknowledges and agrees that: (i) Outputs are probabilistic and may contain errors, inaccuracies, or omissions; (ii) Outputs are informational only and do not constitute professional advice, employment advice, HR recommendations, or legal guidance; (iii) Company makes no representations or warranties regarding the accuracy, completeness, suitability, or fitness of any candidate, profile, or ranking generated by the Services; (iv) Outputs should not be used as the sole basis for employment, hiring, or HR decisions; (v) Customer is solely responsible for evaluating the accuracy, appropriateness, and suitability of all Outputs for Customer's intended use and making independent judgments regarding any employment or hiring decisions.

Customer agrees to indemnify and hold harmless Company from any claims arising from Customer's reliance on or use of Outputs.

3.5 Service Data and Analytics

Notwithstanding anything to the contrary, Company shall have the right to create, collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies, including Deidentified Data (collectively, "Service Data"), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. Company does not use Customer Data or Output generated for Customer to train or fine-tune machine learning models. No rights or licenses are granted except as expressly set forth herein.

"Deidentified Data" means deidentified or aggregated data derived from Customer Data, Output, Input, and other interactions with the Services.

3.6 Data Processing Agreement

To the extent Company processes Customer Data as a data processor under applicable data protection laws, the Company Data Processing Agreement (DPA) shall apply. The Company DPA is available on request (security@vamo.app).

3.7 Public Data Sources

The Services may include information aggregated, indexed, or derived from publicly available sources, including but not limited to GitHub, LinkedIn, public profiles, and other open web sources ("Public Data"). Company makes no representations or warranties regarding the accuracy, completeness, timeliness, or ongoing availability of Public Data. Company is not affiliated with, endorsed by, or sponsored by GitHub, LinkedIn, or any other third-party platform from which Public Data may be sourced. Customer acknowledges that Public Data may be incomplete, outdated, or inaccurate, and Customer is solely responsible for verifying any information before relying on it. Company reserves the right to modify, update, or discontinue access to any Public Data source at any time without notice.

4. Payment of Fees

4.1 Fees and Billing

Customer will pay Company the then applicable fees described in the Order Form for the Services and implementation services in accordance with the terms therein (the "Fees"). If Customer's use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein.

Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email).

If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company's customer support department.

4.2 Invoice Payment Terms

Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company's net income.

5. Term and Termination

5.1 Agreement Term

Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the "Term"), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

5.2 Termination Rights

In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.

Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data.

All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. Warranty and Disclaimer

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the implementation services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. Except as expressly set forth in this section, the Services and implementation services are provided "as is" and Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

7. Limitation of Liability

Notwithstanding anything to the contrary, except for bodily injury of a person, Company and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this Agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory:

1. For error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business;
2. For any indirect, exemplary, incidental, special or consequential damages;
3. For any matter beyond Company's reasonable control; or
4. For any amounts that, together with amounts associated with all other claims, exceed the fees paid by Customer to Company for the Services under this Agreement in the 12 months prior to the act that gave rise to the liability, in each case, whether or not Company has been advised of the possibility of such damages.

8. Miscellaneous

8.1 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

8.2 Assignment

This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

8.3 Entire Agreement

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

8.4 No Agency

No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.

8.5 Attorneys' Fees

In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.

8.6 Notices

All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

8.7 Governing Law and Venue

This Agreement shall be governed by the laws of the State of North Carolina without regard to its conflict of laws provisions. Any legal action or proceeding arising under this Agreement, including the arbitration of any dispute over these Terms of Service, will be brought exclusively in the federal or state courts located in Orange County, North Carolina, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

8.8 Marketing Rights

Company may use Customer's name, logo, and marks to identify Customer as a Company customer on Company's website and create marketing materials such as press releases, advertisements, brochures, and other marketing materials, unless Customer opts out by providing written notice to Company at support@vamo.app. Customer may request removal at any time by providing written notice, and Company will remove such references within thirty (30) days of receiving such notice.

Exhibit A: Service Level Terms

Service Availability

The Services shall be available 99.0% of the time, measured monthly, excluding scheduled maintenance windows ("Uptime Commitment"). Scheduled maintenance will be performed during off-peak hours when commercially reasonable, with at least 24 hours advance notice to Customer via email.

Exclusions

The following will be excluded from uptime calculations:

• Scheduled maintenance windows that Company has notified Customer about in advance
• Downtime resulting from Customer's equipment, network, or actions
• Outages of third-party services, connections, utilities, or internet backbone issues
• Force majeure events or circumstances beyond Company's reasonable control
• Downtime resulting from Customer-requested maintenance or changes

Service Credits

Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be service credits as follows:

• Less than 99.0% but equal to or greater than 98.0%: 5% of monthly Service fees
• Less than 98.0% but equal to or greater than 95.0%: 10% of monthly Service fees
• Less than 95.0%: 25% of monthly Service fees

Credit Request Process

In order to receive service credits, Customer must notify Company in writing within five (5) business days from the end of the month in which the downtime occurred. The notification must include dates, times, and details of the downtime experienced. Failure to provide such notice will forfeit the right to receive service credits for that month.

Credit Limitations

• Service credits may not be redeemed for cash
• Service credits shall not be cumulative beyond 25% of one month's Service fees in any calendar month
• Credits will be applied to the following month's invoice
• Company's blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure to provide adequate service levels under this Agreement

Enterprise SLA Option

Enterprise customers may request an upgraded SLA with 99.5% or 99.9% uptime commitments. Contact Company sales for enterprise SLA terms and pricing.

Exhibit B: Support Terms

Company will provide Technical Support to Customer via both electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Eastern Time, with the exclusion of Federal Holidays ("Support Hours").

Customer may initiate a support ticket any time by emailing support@vamo.app or using the in-app "contact support" feature.

Company will use commercially reasonable efforts to respond to all support tickets within five (5) business days.