1. Definitions
The following capitalized terms have the meanings set forth below throughout this Agreement:
- Agreement means this Master Subscription and Terms of Service Agreement, including all Order Forms, exhibits, addenda, and policies incorporated herein by reference.
- Customer or You means the recruiting firm, staffing agency, or other entity that has registered for and/or is accessing the Lynx platform, together with its authorized Users.
- Client means a third-party employer, hiring company, or other end-client of Customer to whom Customer grants access to the Lynx platform to review candidate information.
- Candidate Data means all personal information, resumes, CVs, work history, compensation expectations, evaluations, notes, and other data relating to job candidates that is uploaded, input, or otherwise submitted to the platform by Customer or its Users.
- Services means the Lynx web-based software-as-a-service recruiting communication platform and related features, including candidate management, client dashboards, and collaboration tools.
- User means any individual authorized by Customer to access the platform, including employees, contractors, and Client representatives granted access by Customer.
- Order Form means any written or electronic order, registration, or agreement executed between Customer and On Two Ventures LLC specifying the Services purchased and applicable fees.
- Confidential Information means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential, including Candidate Data, pricing, business processes, and technical information.
- Intellectual Property Rights means all patents, copyrights, trademarks, trade secrets, and other proprietary rights recognized in any jurisdiction.
- Subscription Term means the period during which Customer is authorized to use the Services, as specified in the applicable Order Form.
2. Acceptance of Terms
By clicking "I Agree," signing an Order Form, or accessing or using the Lynx platform, Customer and each User agrees to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms. If you do not have such authority or do not agree to these Terms, you must not use the platform.
On Two Ventures LLC reserves the right to update or modify this Agreement at any time. Notice of material changes will be provided via email or in-platform notification at least fourteen (14) days before changes take effect. Continued use of the Services following the effective date of any modification constitutes acceptance of the revised Terms.
3. Services & Platform Description
3.1 Nature of Services
Lynx is a software-as-a-service recruiting communication platform designed to facilitate collaboration between recruiting firms and their clients in the candidate hiring process. The platform enables recruiting firms to upload and manage Candidate Data and share that information with their clients for the purpose of evaluating and making hiring decisions.
3.2 Platform Role
Lynx is a technology platform only. On Two Ventures LLC:
- Does not act as a recruiter, staffing agency, employer, or employment agency
- Does not make or participate in any hiring decisions
- Does not verify, validate, or warrant the accuracy of any Candidate Data
- Does not screen, interview, or assess any candidates
- Does not advise on, endorse, or guarantee any employment outcomes
3.3 Service Availability
On Two Ventures LLC will use commercially reasonable efforts to make the platform available 24 hours a day, 7 days a week, except for: (a) scheduled maintenance windows (of which Customer will receive advance notice); (b) unplanned outages beyond our reasonable control; and (c) circumstances described in the Force Majeure section herein. We do not guarantee uninterrupted or error-free operation.
4. Accounts, Access & Security
4.1 Account Registration
Customer must register for an account to access the Services. You agree to provide accurate, current, and complete information during registration and to update that information as necessary to keep it accurate.
4.2 Credentials
Customer is responsible for maintaining the confidentiality of all account credentials and passwords. You agree to immediately notify On Two Ventures LLC of any unauthorized use of your account or any other breach of security at hello@thelynx.work.
4.3 Client Access
Customer may grant Clients access to the platform to review candidate information. Customer is solely responsible for: (a) determining which Clients receive access; (b) all actions taken by Clients under Customer's account; and (c) ensuring Clients comply with these Terms.
4.4 Unauthorized Access
You may not share access credentials with individuals who are not authorized Users. On Two Ventures LLC may suspend or terminate accounts where unauthorized access or misuse is suspected.
5. Customer Responsibilities & Obligations
5.1 General Obligations
Customer agrees to use Lynx solely for lawful business purposes related to legitimate recruiting and hiring activities. Customer is solely responsible for all Candidate Data it submits to the platform, including its accuracy, completeness, and legality.
5.2 Candidate Consent & Compliance (Critical)
Customer represents, warrants, and covenants that:
- It has obtained all necessary rights, consents, authorizations, and permissions required under applicable law to collect, upload, share, and process Candidate Data through the platform
- It has provided candidates with appropriate notice regarding how their data will be used and shared
- It is authorized under applicable law to share Candidate Data with its Clients through the platform
- All Candidate Data provided to the platform complies with applicable federal, state, and local employment and privacy laws, including but not limited to the ADA, Title VII, the ADEA, and applicable state biometric and privacy laws
- It will not upload data it does not have the right to process or share
5.3 Prohibited Uses
Customer may not:
- Upload unlawful, fraudulent, misleading, defamatory, or unauthorized data
- Violate any applicable privacy, employment discrimination, or data protection laws in connection with use of the platform
- Upload special categories of sensitive personal data, including health information, biometric data, immigration status, financial account data, or Social Security numbers, without a separate written agreement with On Two Ventures LLC
- Use the platform to engage in unsolicited communications or spam
- Attempt to reverse-engineer, decompile, disassemble, or otherwise derive source code from the platform
- Resell, sublicense, or provide the platform as a service bureau to third parties not covered by this Agreement
- Circumvent, disable, or interfere with security features of the platform
- Upload malicious code, viruses, or disruptive software
- Use the platform in any manner that could harm, overburden, or impair our systems
5.4 Employment Law Compliance
Customer is solely responsible for ensuring its use of the platform and all hiring activities conducted through or in connection with the platform comply with all applicable federal, state, and local employment laws and regulations. On Two Ventures LLC makes no representations that the platform's use in any particular manner or context will comply with any specific employment law requirement.
6. Candidate Data & Data Processing
6.1 Data Ownership
As between the parties, Customer retains all ownership rights in and to the Candidate Data it submits to the platform. On Two Ventures LLC does not claim any ownership interest in Candidate Data.
6.2 License to Process
Customer grants On Two Ventures LLC a limited, non-exclusive, worldwide, royalty-free license to host, store, transmit, display, copy, and otherwise process Candidate Data solely to the extent necessary to: (a) provide the Services to Customer; (b) maintain, improve, and secure the platform; and (c) comply with legal obligations.
6.3 Data Controller / Data Processor Relationship
For purposes of applicable data protection laws, Customer acts as the data controller with respect to Candidate Data. On Two Ventures LLC acts as a data processor processing Candidate Data on behalf of Customer and pursuant to Customer's instructions. Customer, as data controller, is responsible for:
- Establishing and maintaining the lawful basis for processing Candidate Data
- Providing required privacy notices to data subjects (candidates)
- Responding to data subject rights requests from candidates
- Ensuring the lawfulness of all data transfers
6.4 Subprocessors
On Two Ventures LLC may engage third-party subprocessors (e.g., cloud hosting providers, infrastructure services) to assist in delivering the Services. Such subprocessors will be subject to data protection obligations equivalent to those in this Agreement. A current list of subprocessors is available upon request.
6.5 Data Retention & Deletion
On Two Ventures LLC will retain Candidate Data for as long as necessary to provide the Services to Customer, or until Customer requests deletion. Upon termination or expiration of this Agreement, On Two Ventures LLC will make Candidate Data available for Customer export for thirty (30) days following termination, after which it may be deleted from our systems except to the extent retention is required by applicable law.
6.6 No Sale of Data
On Two Ventures LLC does not sell, rent, or broker Candidate Data or any other personal information to third parties.
7. Fees & Payment
7.1 Subscription Fees
Customer agrees to pay all fees set forth in the applicable Order Form. Unless otherwise specified: (a) all fees are due and payable in advance; (b) subscription fees are non-refundable except as expressly set forth in this Agreement; and (c) subscriptions cannot be downgraded during a Subscription Term.
7.2 Payment Terms
Invoices are due within thirty (30) days of the invoice date unless otherwise specified in the Order Form. Past-due amounts will accrue interest at the rate of 1.5% per month (or the maximum lawful rate, whichever is lower). On Two Ventures LLC reserves the right to suspend access to the Services for accounts more than thirty (30) days past due following written notice to Customer.
7.3 Taxes
Fees do not include applicable sales, use, value-added, or other taxes. Customer is responsible for all taxes applicable to its purchases under this Agreement, excluding taxes based on On Two Ventures LLC's net income.
7.4 Fee Modifications
On Two Ventures LLC may modify subscription fees upon at least sixty (60) days' prior written notice before the start of any renewal Subscription Term.
8. Intellectual Property
8.1 Platform Ownership
The Lynx platform, including all software, technology, interfaces, designs, documentation, and all improvements, modifications, and derivative works thereof, is and will remain the exclusive property of On Two Ventures LLC. These Terms do not grant Customer any rights to On Two Ventures LLC's intellectual property except the limited license to use the Services as expressly set forth herein.
8.2 Customer License
Subject to the terms and conditions of this Agreement and payment of applicable fees, On Two Ventures LLC grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the Subscription Term solely for Customer's internal business purposes of managing recruiting and hiring activities.
8.3 Feedback
If Customer or any User provides suggestions, ideas, enhancement requests, or other feedback regarding the platform, Customer grants On Two Ventures LLC a perpetual, irrevocable, royalty-free license to use and incorporate such feedback into our products and services without any obligation to Customer.
9. Confidentiality
9.1 Obligations
Each party agrees to hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (and not less than reasonable care), and not to disclose Confidential Information to any third party or use it for any purpose other than as necessary to perform obligations under this Agreement.
9.2 Exclusions
Confidentiality obligations do not apply to information that:
- Is or becomes publicly known through no breach of this Agreement
- Was rightfully known to the receiving party without restriction prior to disclosure
- Is rightfully obtained from a third party without restriction
- Is independently developed without use of Confidential Information
9.3 Compelled Disclosure
A party may disclose Confidential Information if required by law, court order, or governmental authority, provided that the disclosing party provides the other party with prompt written notice (to the extent legally permitted) and cooperates in seeking a protective order or other appropriate relief.
10. Representations & Warranties
10.1 Mutual Representations
Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation; and (c) its performance of this Agreement does not violate any other agreement to which it is a party.
10.2 Customer Representations
Customer further represents and warrants that: (a) it has all necessary rights and consents to upload, share, and process Candidate Data through the platform; (b) its use of the platform will comply with all applicable laws; and (c) it will not use the platform for any unlawful purpose.
10.3 Platform Warranty
On Two Ventures LLC warrants that the Services will perform in material conformance with the documentation during the Subscription Term. Customer's sole remedy for a material breach of this warranty is to notify On Two Ventures LLC in writing, and On Two Ventures LLC will use commercially reasonable efforts to correct the non-conformance. If On Two Ventures LLC cannot correct the non-conformance within a reasonable time, Customer may terminate the applicable subscription and receive a pro-rated refund of prepaid fees.
10.4 Disclaimer of Warranties
Except as expressly set forth in Section 10.3, the Services are provided "as is" and "as available." On Two Ventures LLC and its affiliates expressly disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. On Two Ventures LLC does not warrant that the Services will be uninterrupted or error-free, that all errors will be corrected, or that the Services will meet Customer's particular requirements. On Two Ventures LLC is not responsible for the accuracy, completeness, or legality of any Candidate Data.
11. Indemnification
11.1 Customer Indemnification
Customer agrees to indemnify, defend, and hold harmless On Two Ventures LLC, its officers, directors, employees, contractors, and agents from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
- Customer's breach of this Agreement or any representations or warranties herein
- Customer's violation of any applicable law or regulation, including employment and privacy laws
- Candidate Data uploaded or shared by Customer, including any third-party claims that Customer lacked authority to process or share such data
- Any hiring decisions made by Customer or its Clients using the platform
- Customer's Clients' use of the platform
- Any claims by candidates arising from Customer's recruiting practices
11.2 On Two Ventures LLC Indemnification
On Two Ventures LLC will defend Customer against any third-party claim that the Lynx platform, when used as authorized under this Agreement, infringes any U.S. Intellectual Property Right of such third party, and will indemnify Customer against damages finally awarded in connection with such claim. This indemnification does not apply to claims arising from: (a) Customer's modification of the platform; (b) use of the platform in combination with products not provided by On Two Ventures LLC; (c) Candidate Data; or (d) Customer's use of the platform in violation of this Agreement.
11.3 Indemnification Procedure
The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control over the defense and settlement; and (c) provide reasonable cooperation. The indemnifying party may not settle any claim that imposes obligations, restrictions, or liability on the indemnified party without prior written consent.
12. Limitation of Liability
To the maximum extent permitted by applicable law:
12.1 Exclusion of Consequential Damages
In no event will either party or its affiliates be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, revenue, data, business, or goodwill, even if a party has been advised of the possibility of such damages.
12.2 Cap on Liability
On Two Ventures LLC's aggregate liability arising out of or related to this Agreement, whether in contract, tort (including negligence), or otherwise, will not exceed the total fees paid by Customer to On Two Ventures LLC during the twelve (12) months immediately preceding the event giving rise to the claim.
12.3 Essential Basis
The parties acknowledge that the limitations of liability in this section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties, without which On Two Ventures LLC would not have entered into this Agreement.
13. Term & Termination
13.1 Term
This Agreement commences on the date Customer first accepts it and continues until all Subscription Terms have expired or been terminated.
13.2 Subscription Auto-Renewal
Each Subscription Term will automatically renew for successive periods equal to the initial term, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.
13.3 Termination for Cause
Either party may terminate this Agreement upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice; (b) becomes insolvent or makes an assignment for the benefit of creditors; or (c) becomes subject to bankruptcy or similar proceedings.
13.4 Effect of Termination
Upon termination or expiration: (a) all licenses granted to Customer immediately terminate; (b) Customer must cease all use of the platform; (c) Customer may export its Candidate Data within thirty (30) days; and (d) all fees accrued prior to termination remain due and payable.
13.5 Survival
The following sections survive termination: Definitions, Candidate Data and Data Processing (with respect to data deletion obligations), Intellectual Property, Confidentiality, Indemnification, Limitation of Liability, Dispute Resolution, and General Provisions.
14. Dispute Resolution
14.1 Informal Resolution
Before initiating formal proceedings, the parties agree to first attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days following written notice of a dispute. Notice of disputes should be sent to: hello@thelynx.work and On Two Ventures LLC, 418 Broadway, STE N, Albany, NY 12207.
14.2 Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles.
14.3 Jurisdiction & Venue
Any legal action or proceeding arising out of or relating to this Agreement that is not resolved through informal resolution will be brought exclusively in the state or federal courts located in Albany County, New York. Each party irrevocably consents to the personal jurisdiction and venue of such courts.
14.4 Class Action Waiver
To the extent permitted by applicable law, each party waives any right to bring or participate in class action litigation or class-wide arbitration against the other party.
15. General Provisions
15.1 Entire Agreement
This Agreement, together with all Order Forms and incorporated policies, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements and understandings.
15.2 Amendments
On Two Ventures LLC may amend this Agreement upon notice as described in Section 2. Amendments to Order Forms require mutual written agreement.
15.3 Severability
If any provision of this Agreement is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force.
15.4 Waiver
No waiver of any breach will constitute a waiver of any prior, concurrent, or subsequent breach.
15.5 Assignment
Customer may not assign this Agreement or any rights or obligations hereunder without prior written consent. On Two Ventures LLC may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets without consent. Any purported assignment in violation of this section is void.
15.6 Force Majeure
Neither party will be liable for delays or failures in performance resulting from events beyond their reasonable control, including natural disasters, government actions, pandemics, power or internet outages, or acts of war or terrorism.
15.7 Independent Contractors
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.
15.8 Notices
Legal notices must be in writing and sent to: On Two Ventures LLC, 418 Broadway, STE N, Albany, NY 12207, Attn: Legal / hello@thelynx.work. Notices are deemed received upon delivery if delivered by hand, one (1) business day after dispatch if sent by overnight courier, or upon confirmation if sent by email.
15.9 No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties and their permitted assigns and does not create any third-party beneficiary rights.
15.10 Headings
Section headings are for convenience only and have no legal effect.
On Two Ventures LLC
418 Broadway, STE N, Albany, NY 12207
hello@thelynx.work