Master Subscription Agreement

1. DEFINITIONS

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of at least 50% of voting securities or the power to direct management.

"API" means NextMatch's application programming interface that allows programmatic access to the Services.

"Authorized User" means Customer's employees, contractors, or agents who are authorized by Customer to use the Services under Customer's account.

"Beta Features" means features, functionality, or services identified as "beta," "pilot," "limited release," "experimental," or similar designations, including but not limited to video meeting transcription and CV optimization features.

"Confidential Information" means any non-public information disclosed by one party to the other, including but not limited to technical data, business plans, financial information, customer lists, and the terms of this Agreement. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known prior to disclosure; (c) is rightfully received from a third party without breach of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

"Customer Data" means all data, content, and materials submitted, uploaded, or transmitted by or on behalf of Customer or Authorized Users to the Services, including but not limited to CVs, resumes, candidate information, job descriptions, and communications.

"Documentation" means NextMatch's user guides, manuals, and technical documentation for the Services made available at https://floreal.ai/docs or as otherwise provided by NextMatch.

"Document" means a CV, resume, or candidate profile uploaded to or processed by the Services. For API usage, one API call that processes a CV counts as one Document.

"DPA" means the Data Processing Agreement located at https://www.floreal.ai/trust-center/data-processing-agreement, which is incorporated into this Agreement by reference.

"Order Form" means NextMatch's online order form, subscription page, or other ordering document executed by Customer that specifies the Subscription Plan, Subscription Term, and Fees.

"Personal Data" has the meaning set forth in the DPA.

"Services" means NextMatch's recruitment and talent matching platform, including the web application, API, and any related services provided by NextMatch under this Agreement, as described at https://floreal.ai.

"Subscription Plan" means the specific tier of Services subscribed to by Customer (Startup, Starter, Professional, Growth, or Enterprise), as specified in the Order Form.

"Subscription Term" means the initial subscription period specified in the Order Form, and any renewal periods thereafter.

"Usage Limits" means the limitations on use of the Services applicable to each Subscription Plan, including Document limits, user limits, storage limits, and API rate limits.

2. SERVICES AND SUBSCRIPTION

2.1 Provision of Services

Subject to the terms of this Agreement, NextMatch grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes or, in the case of API access, for resale or integration into Customer's own products and services.

2.2 Subscription Plans

NextMatch offers the following Subscription Plans:

API Pricing (in addition to platform subscription):

• Up to 500 Documents: Free
• 501 - 2,000 Documents: $0.10 USD per Document
• 2,001 - 5,000 Documents: $0.07 USD per Document
• Above 5,000 Documents: $0.05 USD per Document

2.3 Features and Functionality

All Subscription Plans include access to all standard features of the Services, including:

• CV upload and parsing
• AI-powered candidate matching
• Semantic search
• Interview coordination
• Analytics and reporting
• Unlimited Authorized Users (all plans)
• Email and Discord support

Enterprise Plan Additional Benefits:

• Custom integrations (fees apply, subject to separate agreement)
• Dedicated onboarding and training
• Custom AI model training
• Migration services from other systems
• Priority support with 3-hour response time

2.4 Beta Features

From time to time, NextMatch may offer Beta Features, including but not limited to:

• Video meeting transcription and note-taking
• CV optimization recommendations

2.5 API Access

Customer may access the Services via the API subject to the following:

API Rate Limits:

• Maximum 1 Document upload per 3 seconds
• Maximum 20 Document uploads per minute

API Resale:

Customer is permitted to resell or integrate API access into Customer's own products and services, provided that:

• Customer remains responsible for all use of the API under Customer's account
• Customer's end users comply with this Agreement and applicable law
• Customer does not misrepresent NextMatch's Services or relationship with NextMatch
• Customer does not use the API in a manner that competes directly with NextMatch's core platform business

2.6 Usage Limits

Document Limits: Each Subscription Plan includes the specified number of Documents as set forth in Section 2.2. When Customer reaches or exceeds the Document limit for their current plan:

• Customer will be automatically upgraded to the next Subscription Plan tier
• Customer will be charged a pro-rated fee for the upgraded plan, calculated from the date of upgrade through the end of the current billing period
• NextMatch will notify Customer via email when auto-upgrade occurs

File Size Limits:

• Maximum file size per CV upload: 10 MB
• Supported formats: PDF, DOCX, DOC, TXT

Storage: Unlimited storage for all Subscription Plans (fair use applies).

Fair Use: Customer agrees to use the Services in accordance with fair use principles and not to abuse or overload the Services. NextMatch reserves the right to throttle or temporarily suspend access if Customer's use significantly exceeds normal usage patterns or negatively impacts the Services for other customers.

4. FEES AND PAYMENT

4.1 Fees

Customer agrees to pay NextMatch the Fees specified in the applicable Order Form or as displayed on the pricing page at https://floreal.ai/pricing at the time of subscription.

Monthly Subscriptions:

• Billed monthly in advance
• Payment due on the first day of each billing period

Annual Subscriptions:

• Billed annually in advance
• 20% discount applied to annual pricing (as shown in Section 2.2)
• Payment due on the first day of the annual term

API Usage:

• Billed monthly in arrears based on actual usage
• Invoiced on the first day of the following month

4.4 No Refunds

4.5 Price Changes

NextMatch may change Fees at any time without advance notice. Price changes take effect immediately for new subscriptions and at the next renewal for existing subscriptions. NextMatch will notify Customer of price changes via email or by posting updated pricing at https://floreal.ai/pricing.

No Grandfathering: Existing customers do not retain previous pricing after price changes take effect at renewal.

5. CUSTOMER RESPONSIBILITIES

5.1 Account Security

Customer is responsible for:

• Maintaining the confidentiality of account credentials
• All activities that occur under Customer's account
• Notifying NextMatch immediately of any unauthorized use or security breach
• Using strong passwords and enabling multi-factor authentication where available

5.4 Compliance with Laws

Customer agrees to use the Services in compliance with all applicable laws and regulations, including but not limited to:

• Employment and labor laws
• Anti-discrimination laws (race, gender, age, disability, etc.)
• Data protection and privacy laws (GDPR, CCPA, etc.)
• Export control laws
• Anti-corruption and anti-bribery laws

5.5 Prohibited Uses

Customer agrees not to, and will ensure Authorized Users do not:

Abuse or Misuse:

• Use the Services in a manner that violates this Agreement or applicable law
• Exceed API rate limits or attempt to circumvent usage limits
• Interfere with or disrupt the Services or servers/networks connected to the Services
• Use the Services to store or transmit malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to the Services or other customers' accounts

Inappropriate Content:

• Upload illegal, defamatory, obscene, or harassing content
• Upload content that infringes third-party intellectual property rights
• Process Personal Data for purposes other than recruitment and talent management

Competitive Use:

• Use the Services to develop a competing product or service
• Benchmark the Services for competitive purposes without NextMatch's written consent
• Copy, reproduce, or reverse engineer any portion of the Services

9. WARRANTIES AND DISCLAIMERS

9.3 DISCLAIMER OF WARRANTIES

9.4 AI Accuracy Disclaimer

NextMatch's Services use artificial intelligence and machine learning technologies. Customer acknowledges that:

• AI systems may produce inaccurate, incomplete, or biased results
• NextMatch does not warrant the accuracy of CV parsing, candidate matching, or other AI-generated outputs
• Customer is solely responsible for validating AI outputs before making hiring decisions
• AI matching scores and recommendations are suggestions only, not hiring decisions
• Customer must implement human review and oversight for all employment-related decisions

12. LIMITATION OF LIABILITY

12.1 Liability Cap

12.2 Excluded Damages

15. GENERAL PROVISIONS

15.1 Modifications to Agreement

NextMatch may modify this Agreement at any time by posting an updated version at https://floreal.ai/trust-center/terms. Modifications take effect immediately upon posting.

• No Advance Notice Required: NextMatch is not required to provide advance notice of modifications.
• Continued Use = Acceptance: Customer's continued use of the Services after modifications are posted constitutes acceptance of the modified Agreement.
• Disagreement: If Customer does not agree to the modifications, Customer's sole remedy is to terminate this Agreement as set forth in Section 14.2.

15.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of France, without regard to its conflict of laws principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

15.4 Dispute Resolution

Jurisdiction and Venue:

Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Paris, France. Each party irrevocably consents to the jurisdiction and venue of such courts.

Arbitration:

Prior to filing any lawsuit, the parties agree to attempt to resolve disputes through good faith negotiations. If negotiations fail, either party may initiate binding arbitration in Paris, France administered by the International Chamber of Commerce (ICC) in accordance with its Arbitration Rules.

Class Action Waiver:

To the maximum extent permitted by law, each party waives any right to pursue disputes on a class-wide basis. All disputes must be brought in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

18. CONTACT INFORMATION

For questions about this Agreement, please contact: