This Master Services Agreement (“Agreement”) is between JCH Communications Inc. (“Jo”), a corporation incorporated under the federal laws of Canada and based in Ontario, and the organisation that accepts it (“Customer”). Jo is a brand of JCH Communications Inc. The Agreement governs Customer’s use of Jo’s web application and voice platform (the “Service”), which helps employers identify the right candidates to interview based on skills, experience and working style, along with factors including pay preferences, location and work preferences (remote, hybrid or on-site). The Service is offered in English only and is not offered in Quebec. Customer accepts this Agreement by clicking to accept it, by signing an Order, or by using the Service. The person accepting confirms that they have authority to bind Customer.
Right to use. During the Term, Jo gives Customer a non-exclusive, non-transferable, revocable right to access and use the Service for its own hiring purposes (or, for a Licensed Partner, for its authorised client mandates), in line with its Order and organisation tier. This includes self-serve small and medium-sized businesses, enterprise organisations, and Licensed Partners.
Authorized Users. Customer is responsible for its Authorized Users’ acts and omissions, for keeping account credentials confidential, and for keeping its account information accurate. Customer will ensure Authorized Users only enter Customer Content they would share in good faith with candidates and hiring partners in a normal recruitment process, and that they do not use Jo to store or circulate information they would not be comfortable disclosing in a professional hiring context.
Hiring-manager conversations. Jo’s AI agents hold voice conversations with Customer’s hiring managers about leadership style and team dynamics. Customer will make sure each hiring manager knows that the conversation is with Jo’s AI and is processed as described in Jo’s Privacy Policy, and has given any consent the law requires.
Restrictions. Customer will not resell or sublicense the Service; reverse-engineer, scrape or disrupt it; use it to build a competing product; circumvent Credits, Unlock charges or the Exclusivity Period; or use it for roles based in Quebec or to refer individuals Customer knows live in Quebec.
Changes and beta features. Jo may update the Service. Features that Jo marks as beta or pilot are provided as is and may change or end at any time.
Referring a Candidate. Customer may refer an individual to Jo (a “Referral”). Customer warrants that it is entitled to give Jo the contact details and other information it provides about the individual, that it has obtained any consent Applicable Law requires for that, and that it will honour the individual’s request to stop contact.
First Referral. The first Customer ever to refer an individual to Jo is the “Referring Customer” for that individual. The date of that Referral starts a 30-day period (the “Exclusivity Period”). During the Exclusivity Period, no Customer other than the Referring Customer may Unlock that Candidate. Later referrals of the same individual by any Customer do not extend or restart the Exclusivity Period and do not make that Customer a Referring Customer.
When the period runs. The Exclusivity Period runs from the date of the Referral, whether or not the individual has created an account or completed a profile.
After the period. When the Exclusivity Period ends, any Customer may Unlock the Candidate, provided the Candidate has consented to be available to employers and has not paused their search or deactivated their account. The Referring Customer has no continuing exclusivity.
Candidate control. Exclusivity restricts only other Customers’ ability to Unlock. It does not oblige any Candidate to join Jo, complete a profile, accept contact, or remain on Jo. Candidates can pause their search or deactivate their account at any time, including during the Exclusivity Period, and Jo may stop making the Candidate available immediately. Jo gives no assurance that a referred individual will join, complete a profile, or stay. Exclusivity is not a right to hire a Candidate, to contact them outside the Service, or to restrict their dealings with others.
Separation between Customers. Candidate Information given to a Customer will not include any information relating to another Customer, including its identity, its roles or job descriptions, or the results of any assessment or matching against them. Jo does not tell a Customer whether or which other Customer referred, Unlocked or contacted a Candidate.
Anonymised Matches. Before Unlock, Customer can see Anonymised Matches for its roles. An anonymised match shows overall fit scores, a redacted fit summary, redacted skills/experience/working-style highlights, a redacted short quote snippet when available, and general signals such as years of experience and anonymised current-role tenure. It uses masked initials only—not name or contact information. It does not include email, phone, résumé files, audio, exact pay figures, or full professional history. Customer will not try to identify or contact a Candidate from an Anonymised Match other than by Unlocking, and will not share Anonymised Matches outside Customer.
Unlocking. Customer may Unlock a Candidate who is available to it under section 3, using Credits. On Unlock, Jo makes the Candidate Information available to Customer in the Service for the Access Period.
Permitted use. Customer may use Candidate Information solely to evaluate and contact the Candidate for the bona fide role or roles for which it was Unlocked.
Restrictions. Customer will not scrape, sell or redistribute Candidate Information; disclose it to anyone other than its own personnel, its service providers who are bound by confidentiality, and, for a Licensed Partner, the relevant Client Sub-tenant; or use it to train external models. Customer may record Candidate Information in its own hiring systems for the purposes above.
Customer’s responsibility for its copy. Once Customer has Unlocked a Candidate, Customer is responsible under Applicable Law for the Candidate Information in its possession. Customer will:
Decision support only. Jo provides structured voice-based profiling and fit-matching as decision support. Its outputs may be incomplete or inaccurate. Customer keeps sole responsibility, and human oversight, for all screening, interviewing and hiring decisions.
Job-related criteria. Customer warrants that all job requirements, locations, credentials and knockout criteria it configures in the Service are bona fide, job-related, and compliant with Applicable Law on human rights, employment and discrimination. Customer will not configure criteria that are based on protected characteristics or act as proxies for them. This includes not requiring Canadian work experience in publicly advertised Ontario job postings or their application forms, and setting work-authorisation criteria only in lawful ways.
Employer-side notices and duties. Customer is responsible for every notice, disclosure, consent, accommodation, bias audit, impact assessment and record the law requires of an employer using automated tools in the places where it hires. By way of example, and as these laws are amended from time to time, this includes:
Jo’s cooperation. On request, Jo will give Customer reasonable information about how the Service screens and matches Candidates, including the knockout and matching criteria configured for Customer’s roles and high-level documentation of Jo’s multi-stage evaluation methodology, to help Customer meet its duties above.
Candidate reviews and accommodation. Jo handles Candidates’ requests to review automated screens. Customer will give reasonable help, such as confirming the criteria it set, and will consider any corrected outcome. Customer is responsible for accommodating Candidates in its own hiring process.
A “Licensed Partner” is a Customer that is a staffing or recruiting firm and uses the Service for separate client organisations, each a “Client Sub-tenant”. A Licensed Partner:
A Licensed Partner and its Client Sub-tenants count as one Customer for Referrals and for the Exclusivity Period.
When Customer contacts a Candidate, Customer will:
Jo is not responsible for Customer’s communications with Candidates.
Fees and Credits. Customer will pay the fees in its Order or shown at checkout, in US dollars (USD). Current pricing for individual Unlocks, Credit bundles, and any per-job products is published on Jo’s website and confirmed again at checkout before Customer is charged. This Agreement does not state dollar amounts. Customer buys Credits and uses them to Unlock Candidates. An Unlock gives Customer access to the Candidate Information for the Access Period.
Credit expiry. Unused Credits expire twelve (12) months after the date of purchase unless an Order states otherwise.
Refunds. Refunds for Unlocks or Credit purchases, if any, are at Jo’s sole discretion.
Taxes. Fees exclude applicable taxes, including GST/HST, provincial sales taxes, and US sales and use taxes. Customer will pay them.
Payment. Payments are processed by Jo’s payment processor, Stripe. Jo may suspend access for non-payment after notice.
Price changes. Jo may change its prices on notice. A change does not affect Credits Customer has already bought.
Customer Content. Customer keeps ownership of its Customer Content and gives Jo a licence to use it to provide and support the Service. Customer warrants that it has the rights to submit it.
The Service. Jo and its licensors own the Service, including its technology, software, algorithms, branding and design. Nothing in this Agreement transfers those rights to Customer. Candidate Information is licensed to Customer only for the use in section 4.
Service data. Jo may use aggregated and de-identified data about how the Service is used to operate, improve, and market Jo, in a form that does not identify Customer or Candidates. Jo will not use Candidate personal information to train AI models without the Candidate’s explicit consent.
Feedback. Jo may use any suggestions or feedback Customer gives about the Service for any purpose, without compensation.
Each party will keep the other’s non-public information confidential, use it only to perform this Agreement, and disclose it only to personnel and advisers who need it and are bound to keep it confidential. This does not apply to information that is or becomes public without breach, was already known to the receiving party, is received from a third party without restriction, or is independently developed. A party may disclose confidential information when the law compels it, after giving the other party notice where the law allows. This section does not govern Candidate Information, which is covered by section 4. These obligations last for three years after the Agreement ends, and for trade secrets for as long as they remain trade secrets.
Each party will comply with the privacy laws that apply to it. The Data Processing Addendum (“DPA”) forms part of this Agreement and sets out the parties’ roles, the personal information each handles, and each party’s obligations. Jo maintains reasonable administrative, technical and physical safeguards for the Service, including logical separation of Customers’ data and restricting access to Candidate personal information to authorised, Unlocked contexts. Customer is responsible for the security of its own accounts and systems.
Each party warrants that it has the authority to enter into this Agreement. Jo will provide the Service with reasonable skill and care.
Candidate Information is self-reported. Candidate Information is based on what Candidates say and provide. Jo does not independently verify it. Customer should verify what matters to its decision, including work authorisation, credentials and employment history.
EXCEPT AS STATED IN THIS SECTION, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” JO MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY MATCHING, SCREENING OR AI-GENERATED INSIGHT WILL BE ACCURATE, COMPLETE OR SUITABLE FOR ANY PURPOSE, OR THAT USE OF THE SERVICE WILL RESULT IN A HIRE.
Jo has no obligation to defend or indemnify Customer against third-party claims. Customer will defend and indemnify Jo, its officers, directors and employees against third-party claims, including claims by Candidates and regulators, and the resulting damages, costs and reasonable legal fees, that arise from: (a) Customer’s hiring, screening and contact decisions; (b) the criteria and Customer Content it configures or submits; (c) Customer’s breach of sections 3 to 5 or 7, or its use of Candidate Information; or (d) Customer’s violation of Applicable Law.
Process. Jo will give Customer prompt notice of a claim subject to this section. Customer will control the defence and settlement and will cooperate reasonably with Jo. Customer will not settle a claim in a way that admits fault for Jo without Jo’s consent. This section applies to the extent the law allows.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, DATA OR GOODWILL, ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY.
EXCEPT FOR CUSTOMER’S OBLIGATION TO PAY FEES, FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OR LIABILITY THAT CANNOT BE LIMITED BY LAW, EACH PARTY’S TOTAL LIABILITY FOR DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING UNDER SECTION 13) WILL NOT EXCEED THE FEES CUSTOMER PAID TO JO IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
Term. This Agreement starts when Customer accepts it and continues until it is terminated under this section (the “Term”), subject to any minimum term in an Order.
Termination. Customer may stop using the Service and close its account at any time, subject to any minimum term in an Order. Either party may terminate this Agreement on written notice if the other materially breaches it and does not fix the breach within 30 days of notice.
Suspension. Jo may suspend access immediately if Customer breaches section 2, 3, 4, 5 or 7, if Customer does not pay after notice, or if needed to protect the Service, Candidates or other Customers.
Effect. When the Agreement ends, Customer’s access stops. Unused Credits are treated as set out in section 8. Customer’s obligations under sections 4, 10, 13 and 14 continue, and Customer will handle the Candidate Information it holds as section 4 requires. Jo will return or delete Customer Content as the DPA provides.
This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict-of-law principles. The courts of Ontario have exclusive jurisdiction over any dispute arising under it. Either party may ask any court of competent jurisdiction for urgent relief to protect its intellectual property or confidential information.
Order of precedence. If documents conflict, an Order prevails over the DPA on commercial matters, the DPA prevails over this Agreement on data protection, and otherwise this Agreement prevails over an Order unless the Order expressly overrides it.
Entire agreement. This Agreement, the DPA and any Order are the entire agreement between the parties about the Service.
Changes. Jo may update this Agreement. Jo will give Customer at least 30 days’ notice of material changes, by email or in the Service. If Customer does not accept them, it may stop using the Service before they take effect. Jo records acceptance of this Agreement by version.
Assignment. Customer may not assign this Agreement without Jo’s consent, except to a successor to its business on notice. Jo may assign it to an affiliate or a successor to its business.
Other terms. Notices may be given by email or in the Service. Neither party is liable for delay caused by events beyond its reasonable control. The parties are independent contractors, and there are no third-party beneficiaries. If a part of this Agreement is unenforceable, the rest stays in effect. A failure to enforce a right is not a waiver of it.
JCH Communications Inc. (“Jo”) | 26 Sidney Street, Toronto, ON | Email: [email protected]