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Artificial Intelligence Addendum
Last Updated: June 18, 2025
This Artificial Intelligence (“AI”) Addendum (“AIA”) is between the SmartRecruiters entity (“SmartRecruiters”) set forth in an Agreement (as hereinafter defined), and the other party named in an Agreement (“Customer”). Both Customer and SmartRecruiters are individually referred to as a “Party”, and jointly referred to as the “Parties”.
This Addendum is subject to the document signed between the Parties governing Customer’s subscription to SmartRecruiters’ software (the “Agreement”). If there is no Agreement between the Parties, executing this Addendum will have no force or effect between SmartRecruiters and the person or entity that countersigns this Addendum. This Addendum supersedes and replaces any earlier versions of the Addendum that may have been signed between the Parties.
Customer’s use of the SmartRecruiters’ AI Features is acknowledgement and confirmation of acceptance by the Customer of this AIA.
1. Definitions
AI Features: means any of SmartRecruiters’ AI features, including but not limited to Winston Chat, Winston Match, Winston Screen, and Winston Companion.
AI Laws: means EU AI Act, South Korea AI Act, NY AEDT, Colorado SB 205, Utah SB 149, California AB 2013, California SB 942, as well as any other applicable law or regulation related to the protection of Customer Personal Data in the United States already in force or that may come into force during the term of the Agreement.
AI Model: A mathematical construct or algorithm that has been trained on data to perform specific tasks, such as recognizing patterns, making predictions, or generating new content. It’s the core computational engine that processes inputs and produces outputs. A model includes the structure (e.g., neural network layers, decision trees, regression equations) and the learned parameters (weights and biases) from the training process.
AI Systems: An AI system is a broader concept that encompasses not just the AI model but also the entire ecosystem in which the model operates. It includes all components that work together to enable the model to perform its tasks effectively in real-world applications.
Artificial Intelligence1: machine-based system designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment. These systems use input to generate outputs like predictions, content, recommendations, or decisions that can influence physical or virtual environments.
Deployer: as defined in the EU AI Act, a deployer means a natural or legal person, public authority, agency or other body using an AI system under its authority except where the AI system is used in the course of a personal non-professional activity.
Provider: as defined in the EU AI Act, a Provider means a natural or legal person, public authority, agency or other body that develops an AI system or a general-purpose AI model or that has an AI system or a general-purpose AI model developed and places it on the market or puts the AI system into service under its own name or trademark, whether for payment or free of charge.
Technical Documentation and Instructions: the documentation provided by SmartRecruiters in compliance with applicable AI Law.
2. Subject Matter of this Addendum / Intended Uses.
This AIA applies to the use and deployment of AI within and as part of the SmartRecruiters’ Applications and Services as used by Customer.
3. SmartRecruiters’ AI Features.
As of the Effective Date of the Agreement, SmartRecruiters’ AI Tools include, but are not limited to, Winston Chat, Winston Match, Winston Screen, and Winston Companion. For more information on each AI Feature, please refer to the Technical Documentation and Instructions.
4. Compliance with Laws. Both Parties will comply with all applicable laws and regulations, including AI Laws.
5. Employment Laws. Customer acknowledges and agrees that SmartRecruiters’ role is limited to providing software and related services, and SmartRecruiters’ is not an employment service, an employment agency, or a recruiting and placement agency . Furthermore, while SmartRecruiters provides tools and means to improve the efficiency of certain processes, Customer agrees and acknowledges that (a) SmartRecruiters is a software provider; (b) SmartRecruiters is not providing Customer with any legal advice, recommendations or guidance, and (c) Customer is solely responsible for complying with any applicable laws and regulations. Customer further acknowledges and agrees that the SmartRecruiters Applications do not constitute an “automated employment decision tool” (“AEDT”) as defined under applicable law, including but not limited to the New York City Local Law 144, because the SmartRecruiters Applications are not used to substantially assist or replace discretionary decision-making in employment decisions such as hiring or promotion. The SmartRecruiters Applications do not independently evaluate, score, or rank candidates or employees and are not intended to be used as the sole or primary basis for employment decisions.
6. High Risk AI Features. Customer may choose to deploy such AI Features that constitute High Risk under certain Data Protection Laws (as defined in the DPA) and AI laws. As a Deployer of such systems, it is Customer’s responsibility to ensure that it complies with applicable law. SmartRecruiters will provide Customer with the applicable instructions for each AI Features as set forth below.
7. Instructions; Documentations. SmartRecruiters will provide Customer with the applicable Technical Documentation and Instructions for the AI Features with information regarding the intended use(s) of such AI Features. Upon Customer’s request, SmartRecruiters will provide Technical Documentation and Instructions to Customer in compliance with applicable AI Laws. For the avoidance of doubt, SmartRecruiters will not provide any proprietary or confidential information, including source code, in such Technical Documentation.
8. Intellectual Property Ownership.
a. As set forth in the terms and conditions in effect between the Parties, SmartRecruiters remains the sole and exclusive owner of the SmartRecruiters Applications and Services, including the AI Features. Nothing contained in this AIA shall be construed as a license grant or ownership transfer of any intellectual property into the SmartRecruiters Applications and Services, including the AI Features.
b. Customer remains the sole and exclusive owner of the Customer Content and Candidate Content. Such ownership includes any output generated by the AI Features based upon the Customer Content and/or Candidate Content. The license grant made by Customer to SmartRecruiters in the Agreement extends to such output to the extent necessary to perform the Services.
9. Training Data. SmartRecruiters shall not be prevented from using anonymized or pseudonymized data for the development, training, or enhancement of AI Features or machine learning models. For the avoidance of doubt, SmartRecruiters is the sole and exclusive owner of the output generated based upon anonymized data.
10. Disclaimers.
a. The AI Features rely upon data input by or on behalf of Customer (including applicants), the Customer Content and Candidate Content, user interactions and feedback, and system configurations. DUE TO THE NATURE OF ARTIFICIAL INTELLIGENCE GENERALLY, CUSTOMER ACKNOWLEDGES THAT OUTPUTS MAY CONTAIN ERRORS AND MISSTATEMENTS AND MAY BE INCOMPLETE OR INACCURATE. BEFORE LEVERAGING ANY OUTPUTS, CUSTOMER IS RESPONSIBLE FOR MAKING ITS OWN DETERMINATION THAT THE OUTPUTS ARE SUITABLE, AND CUSTOMER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OUTPUTS. The AI Features are designed to assist and aid Customer in their use of the SmartRecruiters Applications and enhance the functionalities and features therein, however, such AI Features are not designed to replace human oversight. Customer will use commercially reasonable efforts to report any inaccuracies and/or errors discovered while using the AI Features to SmartRecruiters.
11. Miscellaneous. In the event of any conflict between the terms of this AI Addendum and the Agreement, the terms of this AI Addendum shall control with respect to the use of AI Features. Except as expressly modified herein, all terms and conditions of the Agreement, including but not limited to those relating to limitation of liability, disclaimers, governing law, and dispute resolution, shall apply in full to Customer’s use of the AI Features. No modification of this Addendum shall be valid and binding unless made in writing and then only if such modification expressly states that such modification applies to this Addendum.
1SmartRecruiters has developed these definitions in alignment with leading industry and ecosystem definitions, including the EU AI Act, the Colorado AI Act, ISO 42001, and the International Association of Privacy Professionals (IAPP), which define the boundaries of AI lifecycle management, inventorying, and compliance requirements as appropriate for our context and use cases.