Cantaloupe Technologies Corporation Master Service Agreement

MASTER SERVICE AGREEMENT

This Master Service Agreement ("Agreement") is entered into by and between: Cantaloupe Technologies Corporation, a Delaware corporation, with a principal place of business at 201 Holiday Blvd, Covington, LA 70433 ("Cantaloupe"), and the customer identified in the applicable Order Form ("Customer"). Effective as of the date set forth in the Order Form ("Effective Date"), this Agreement governs Customer's access to and use of Cantaloupe's services.

1. DEFINITIONS

1.1 "Services" refers to access to the Cantaloupe AI platform, including voice-based interviews, applicant tracking system (ATS), turnover prediction tools, applicant dashboards, and interview scheduling.

1.2 "Data Processing Addendum (DPA)" means the data protection terms attached as Exhibit B.

1.3 "Order Form" means a document referencing this Agreement that sets forth the commercial terms, including subscription tier, pricing, and any add-ons.

1.4 "Applicant Data" refers to any personal information submitted by or collected about job applicants through the Services.

1.5 "Users" means employees or agents of Customer authorized to use the Services.

2. SCOPE OF SERVICES

2.1 Cantaloupe will provide the Services as defined in Section 1.1 and further detailed in the applicable Order Form, including any specific features, usage limits, or add-ons selected by Customer.

2.2 Customer will receive access to features defined by the selected subscription tier, including interview capacity, user accounts, in-app scheduling, and optional integrations.

2.3 Post-hire sentiment tracking is currently in beta and not guaranteed as part of the Services until formally released.

3. FEES AND PAYMENT

3.1 Fees are defined in the Order Form. Customer may choose monthly or annual billing.

3.2 Payments are due Net 15 from invoice date. Overages are billed monthly in arrears.

3.3 Auto-pay via credit card or ACH is preferred but not required.

3.4 All new customers receive 50% off their first month with no commitment. After the first month, a 12-month contract begins unless otherwise stated in the Order Form.

3.5 Taxes are the responsibility of the Customer unless proof of exemption is provided.

4. TERM AND TERMINATION

4.1 The term of this Agreement is twelve (12) months from the Effective Date unless a different duration is specified in the Order Form. Each subscription auto-renews for successive twelve (12) month periods unless terminated with 30 days' written notice prior to renewal

4.2 Each subscription auto-renews for successive 12-month terms unless terminated by either party with 30 days' notice prior to the renewal date.

4.3 Either party may terminate for material breach upon 30 days' written notice if the breach remains uncured.

4.4 Upon termination, Customer's access to the Services will cease, and Customer data will be deleted within 30 days, unless legally required to retain it.

5. DATA PRIVACY AND SECURITY

5.1 Cantaloupe acts as a data processor for all Applicant Data and will process such data in accordance with applicable laws and the DPA.

5.2 Cantaloupe uses industry-standard encryption and secure hosting providers including AWS, Vapi AI, OpenAI, Fly.io, and others.

5.3 Customer represents it has obtained all rights and consents required to provide Applicant Data.

5.4 Impersonation features may be used by Cantaloupe's support team solely for troubleshooting purposes.

5.5 Cantaloupe may collect form of transportation (e.g., car, bike, public transit) for purposes of calculating commute time and compatibility scoring, subject to anti-discrimination protections.

6. CUSTOMER RESPONSIBILITIES

6.1 Customer is responsible for: Configuring job roles and interview settings. Ensuring legal use of AI assessments. Providing accommodations under ADA when requested. Customer agrees to use the Services in compliance with all applicable labor and employment laws, including Title VII of the Civil Rights Act, the ADA, the FCRA (if applicable), and state employment regulations.

6.2 Customer agrees to supervise hiring decisions and not rely solely on AI-generated scores.

6.3 Customer agrees not to reverse engineer, tamper with, or resell access to the Services.

6.4 Customer agrees to comply with all applicable local, state, and federal laws in connection with its use of the Services, including, without limitation, laws related to employment, data protection, and intellectual property.

7. CONFIDENTIALITY

7.1 Each party agrees to hold in confidence all non-public information disclosed by the other party.

7.2 Confidentiality obligations survive for 3 years post-termination.

8. INTELLECTUAL PROPERTY

8.1 Cantaloupe owns all intellectual property related to the Services, including software, branding, and AI models.

8.2 Customer retains ownership of any Applicant Data it provides.

8.3 Feedback provided by Customer may be used by Cantaloupe without restriction.

9. WARRANTIES AND DISCLAIMERS

9.1 Cantaloupe warrants it will provide the Services in a professional and workmanlike manner.

9.2 Except as stated herein, the Services are provided 'as is' without any warranties of any kind, express, implied, or statutory, including but not limited to any warranties of merchantability, fitness for a particular purpose, or non-infringement. Cantaloupe shall not be liable for hiring decisions or employment outcomes resulting from use of the Services. Cantaloupe does not warrant that data transmission or storage through the Services will be completely secure and shall not be liable for unauthorized access unless due to gross negligence or willful misconduct

9.4 Cantaloupe is not a consumer reporting agency and does not perform background checks as defined under the Fair Credit Reporting Act (FCRA).

10. LIMITATION OF LIABILITY

10.1 Except for willful misconduct, each party's liability is limited to the fees paid in the 12 months preceding the claim.

10.2 Neither party shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of use, data, or profits, even if advised of the possibility. These limitations apply regardless of the cause of action and survive termination.

11. INDEMNIFICATION

11.1 Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, damages, or expenses (including reasonable attorney's fees) arising from (i) a breach of this Agreement, (ii) misuse of data, or (iii) violation of applicable law. This indemnity obligation shall survive termination of this Agreement

12. GOVERNING LAW

This Agreement shall be governed by the laws of the State of Louisiana, without regard to conflict of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in St. Tammany Parish, Louisiana

EXHIBIT A: ORDER FORM TEMPLATE

EXHIBIT B: DATA PROCESSING ADDENDUM (DPA)

1. Roles of the Parties: Cantaloupe is the Data Processor; Customer is the Data Controller.

2. Data Types: Applicant name, email, voice/audio recordings, text responses, interview metadata, behavioral insights, and transportation mode.

3. Subprocessors: Cantaloupe uses third-party services (AWS, Vapi AI, OpenAI, Fly.io, Google, Microsoft) to operate the Services.

4. International Transfers: Where applicable, Cantaloupe uses Standard Contractual Clauses (SCCs) for GDPR compliance.

5. Data Rights: Data subjects may request access, correction, or deletion via Customer. Cantaloupe will assist Customer in fulfilling these requests.

6. Retention and Deletion: Applicant data is retained only as long as necessary. Customer may request deletion anytime.

7. Security: Cantaloupe uses industry-standard security including encryption in transit and at rest, access controls, and regular audits.

8. Special Features: "Impersonation" support access is used only for technical troubleshooting. Transportation method is stored and processed solely to improve compatibility predictions and accessibility. Voice data is processed through Vapi AI and retained according to Customer configuration.

By using Cantaloupe AI services, you acknowledge that you have read and understood this Service Agreement.