IMPORTANT LEGAL NOTICE TO ENTERPRISE SUBSCRIBERS:
This Master Service Agreement ("Agreement" or "Terms") is entered into by and between HRMindMap OS Inc. ("Company", "We", "Us") and the enterprise entity subscribing to or deploying HRMindMap OS software ("Customer", "You", "Tenant"). By executing an Enterprise Order Form, initializing agent fleet deployment, or accessing our platform, Customer unconditionally accepts these Terms.
1. Master Service Agreement & Provisioning
1.1 Enterprise Access Grant: Subject to full compliance with this Agreement and payment of applicable licensing fees, HRMindMap OS grants Customer a non-exclusive, non-transferable, worldwide enterprise right to deploy, configure, and operate sovereign micro-agent fleets for internal human capital operations.
1.2 Sovereign Tenant Provisioning: Each Customer organization is provisioned inside an isolated sovereign tenant container. Micro-agent instances are dedicated to Customer’s organization and execute within strict cryptographic boundary limits.
1.3 Enterprise Node Limits: Access is licensed on an Employee Node basis as specified in Customer's Order Form. Scaling beyond provisioned node tiers triggers automated notification and pro-rated expansion billing under Section 6.
2. Autonomous Agent Fleet Operations & Integration
2.1 Scope of Autonomous Agents: HRMindMap OS orchestrates up to 42 sovereign micro-agents categorized across core modules: Talent Acquisition (`Talent Acquisition Agent`), Autonomous Payroll (`Payroll Agent`), Compliance Sentry (`Compliance Agent`), AI HRBP (`AI HRBP Agent`), and Performance (`Performance Manager`), directed by `AI CHRO Orchestrator`.
2.2 Legacy HRMS Connectors: Agents interact with third-party enterprise HRMS and ERP platforms via bi-directional API endpoints. Customer is responsible for maintaining valid API tokens and authorization permissions.
2.3 Operational Safeguards: Micro-agents operate under zero-shot deterministic guardrails. Agents are strictly prohibited from performing non-deterministic actions outside authorized workflows without explicit event bus logging.
3. Human-in-the-Loop (HITL) Governance Policy
HRMindMap OS enforces a strict 100% Human-in-the-Loop (HITL) policy powered by `HITLGuardAgent` for high-impact workforce decisions.
3.1 Mandatory Approval Actions: The following operations CANNOT be executed autonomously by any micro-agent and require verified human executive sign-off:
- Payroll payout execution, salary modifications, or bonus disbursements exceeding $500.
- Employment offer letters, contract terminations, or legal exit clearances.
- Regulatory tax filings, compliance audits, or statutory reporting submissions.
- Structural org chart modifications affecting more than 5% of workforce nodes.
3.2 Override Disclaimer: HRMindMap OS disclaims all liability for losses, regulatory penalties, or claims resulting from a Customer executive manually approving or overriding an agent recommendation via the HITL portal.
4. Enterprise Service Level Agreement (99.99% Uptime SLA)
4.1 Guaranteed Availability: Company guarantees 99.99% System Uptime during each calendar month for Enterprise Hub and Sovereign Scale tiers, excluding scheduled maintenance windows announced 48 hours in advance.
| Monthly Uptime Percentage | Service Credit % (Monthly Subscription Fee) |
|---|---|
| 99.90% - 99.98% | 10% Monthly Service Credit |
| 99.50% - 99.89% | 25% Monthly Service Credit |
| < 99.50% | 50% Monthly Service Credit |
4.2 Failover Recovery: Telemetry monitoring is actively managed by `FailSafeAgent`. In the event of primary infrastructure failure, automated zero-downtime failover switches to secondary hot-standby regions within 3.2 seconds.
5. Intellectual Property & Data Ownership
5.1 Customer Ownership: Customer retains 100% exclusive ownership of all organizational data, employee records, prompt inputs, candidate resumes, compensation benchmarks, and output reports generated by agent workflows.
5.2 Platform IP: HRMindMap OS retains sole ownership of the underlying platform architecture, micro-agent prompt topologies, `CHROAgent` event bus code, neural routing algorithms, and UI components.
5.3 Zero Foundation Model Training: Company explicitly warrants that Customer data and agent execution context will NEVER be used to train public foundation models or shared with unauthorized third parties.
6. Financial Terms, Invoicing & Billing
6.1 Subscription Fees: Customer agrees to pay all fees specified in the Order Form. Fees are billed annually or monthly in advance. All payment obligations are non-cancelable and non-refundable except as expressly stated in Section 4.
6.2 Payment Terms: Invoices are payable Net 30 days from invoice date. Overdue amounts incur interest at 1.5% per month or the maximum rate permitted by law.
7. Enterprise Indemnification & Limitation of Liability
7.1 Mutual Indemnification: Each party agrees to defend, indemnify, and hold harmless the other party against third-party claims arising from gross negligence, willful misconduct, or infringement of intellectual property rights.
7.2 Liability Cap: To the maximum extent permitted by applicable law, neither party's total aggregate liability arising out of or related to this Agreement shall exceed the total amount paid by Customer hereunder in the twelve (12) months preceding the incident.
8. Termination, Data Portability & Offboarding
8.1 Termination for Cause: Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches any provision and fails to cure such breach within the cure period.
8.2 Automated Data Export & Wipe: Upon termination, `OffboardAgent` initiates automated data export providing Customer with complete JSON/CSV archives of all records within 14 days. Following confirmation, all Customer data is permanently sanitized using DoD 5220.22-M wipe standards within 30 days.
Our Data Protection Officer and Legal Counsel respond within 24 hours.