Matcha by Astrix Health Terms of Service

Eligibility

• You must be at least 18 years old and able to form a binding contract to use the Services.
• If you are using the Services on behalf of an Employer, you represent and warrant that you have the authority to bind that Employer to these Terms.

Account Registration

To use certain features, you may be required to create an Account by providing accurate and complete information. You agree to keep your Account information current and accurate.

Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activity under your Account. You agree to notify us immediately of any unauthorized use of your Account.

3.1 For Candidates

Matcha allows Candidates to:

• Create a profile and upload a resume or similar professional information.
• Have a brief conversation with our AI Agent to capture experience and preferences.
• Be matched with and discover relevant Opportunities.
• Apply to Opportunities through Matcha, including:
  • Direct Partner Employers, where Candidates may "easy apply" and be surfaced directly to hiring teams, and
  • Non-partner employers, where Candidates may be directed to standard application processes but still receive role-related insights.
• Receive requests from Employers for introductions or interviews and choose whether to accept.

3.2 For Employers

Matcha allows Employers to:

• Post or manage job Opportunities (where applicable).
• Access a curated pool of Candidates whose experience and preferences match open roles.
• Request Introductions to Candidates of interest.
• For Direct Partner Employers, leverage Matcha's matching engine and candidate pool to reach actively searching candidates faster and streamline hiring.

Astrix is a matching and facilitation platform only. We are not an employer of Candidates, and we do not make hiring decisions on behalf of Employers.

Privacy Policy

Our collection, use, and disclosure of personal data is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you acknowledge that you have read and understood the Privacy Policy.

Data Provided by Candidates

Candidates may provide resumes, professional information, and responses to prompts and conversations with our AI Agent. Candidates authorize Astrix to:

• Collect, store, and process such information;
• Use it to analyze profiles, recommend roles, and generate summaries;
• Share profile information and summaries with Employers, subject to the controls described in these Terms.

Limited Sharing Before Introduction

Prior to an Introduction, Astrix may share with Employers an anonymized or partially anonymized Candidate profile and professional details relevant to the hiring process. We seek to limit personal identifiers (such as name and other demographic data not needed for job evaluation) by default.

Introductions and Personal Data

When a Candidate applies to a specific Opportunity or accepts a request for an Introduction from an Employer, Astrix will share Candidate personal data with that Employer as reasonably necessary to facilitate the opportunity. Once shared, the Employer is independently responsible for complying with applicable data protection and employment laws.

Use of AI and Automated Processing

The Services may use AI and algorithmic systems to:

• Interpret Candidate resumes and conversational input;
• Recommend and rank roles for Candidates;
• Suggest Candidates for particular Employers and Opportunities.

You acknowledge that:

• Outputs may be generated in whole or in part by automated systems.
• Astrix does not guarantee that such outputs are error-free or complete.
• Employers remain solely responsible for hiring decisions and for verifying Candidate qualifications, credentials, and regulatory compliance.

Improving the Services

We may use de-identified or aggregated data (including resumes, interaction logs, and usage patterns) to maintain, improve, and develop our Services and models, consistent with our Privacy Policy.

Candidate Responsibilities

Candidates represent and warrant that:

• All information provided (including resumes, credentials, licenses, and work history) is accurate, complete, and not misleading.
• They will promptly update their information if it changes.
• They are legally authorized to work in any jurisdiction where they seek employment or engagement, or will clearly disclose any limitations.

Control Over Introductions

Astrix will not share a Candidate's full identifying and contact information with a specific Employer unless:

• The Candidate applies to that Employer or Opportunity; or
• The Candidate explicitly accepts an Introduction or interview request from that Employer.

Candidates may decline Introduction or interview requests at their discretion.

No Guarantee of Employment

Astrix does not guarantee that:

• Any Candidate will be matched with a particular Opportunity;
• Any Employer will review a Candidate's profile or respond to a Candidate; or
• Any Candidate will receive an offer, specific compensation, or other employment-related outcome.

Candidates are solely responsible for evaluating Employers and Opportunities and for making career and financial decisions.

Professional and Legal Compliance

Candidates are solely responsible for:

• Maintaining required professional licenses, certifications, and credentials;
• Complying with all applicable laws and professional regulations;
• Ensuring accuracy of any clinical or professional claims.

Prohibited Candidate Conduct

Candidates agree not to:

• Provide false identity, credentials, or misrepresent professional qualifications;
• Harass, abuse, or threaten any Employer or other User;
• Attempt to gain unauthorized access to the Services or Accounts of others;
• Scrape, copy, or use data from the Services to create or enhance a competing service, except as permitted by law.

Employer Responsibilities

Employers represent and warrant that:

• Any job postings or Opportunity information they provide are accurate, lawful, and not misleading;
• They will comply with all applicable labor, employment, non-discrimination, data protection, and healthcare regulations;
• They will independently verify Candidates' credentials, licenses, and eligibility and will not rely solely on Matcha or AI outputs for hiring decisions.

Use of Candidate Information

Employers may use Candidate information obtained through the Services solely for:

• Evaluating Candidates for legitimate employment or engagement opportunities; and
• Communicating with Candidates about such opportunities (where permitted).

Employers agree not to:

• Sell Candidate data;
• Use Candidate data to build or improve a competing recruiting or matching product;
• Use Candidate data for purposes unrelated to hiring or engagement (for example, marketing unrelated products to Candidates).

Confidentiality

Employers must treat Candidate information as confidential and apply at least reasonable safeguards to protect it from unauthorized access, use, or disclosure.

Healthcare Regulatory Compliance

Employers in the healthcare sector are solely responsible for:

• Credentialing, privileging, and any required clinical verification;
• Compliance with all applicable standards and regulations (e.g., CMS, Joint Commission, state medical boards);
• Ensuring compliance with any applicable privacy or data protection laws, including those related to health information.

Astrix does not perform medical credentialing and does not guarantee that any Candidate satisfies any regulatory standard or organizational policy.

Fees & Payment (Direct Partner Employers)

For Direct Partner Employers, the following apply unless otherwise agreed in writing:

Prohibited Employer Conduct

Employers agree not to:

• Post jobs that are unlawful, misleading, discriminatory, or deceptive;
• Discriminate on the basis of protected characteristics (e.g., race, sex, religion, disability, age, national origin, etc.) in violation of applicable law;
• Use the Services or Candidate data for any unlawful or harmful purpose;
• Scrape or harvest large volumes of Candidate or job data from the Services;
• Attempt to bypass the Services to reach Candidates in a manner that violates these Terms.

Indemnification by Employers

Employers agree to indemnify, defend, and hold harmless Astrix and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• The Employer's use of the Services;
• Any Opportunity or employment/engagement relationship between the Employer and a Candidate;
• The Employer's violation of these Terms or any applicable law.

7.1 Referral Program Overview

Astrix may, from time to time, offer a referral program (the "Referral Program") through which eligible individuals may earn referral payments by referring candidates who are subsequently hired by Employers through the Services.

7.2 Referrers and Eligibility

1. Referrer. A "Referrer" is an individual who participates in the Referral Program by submitting a referral to Astrix in accordance with the then-current Referral Program instructions (for example, via a referral form or unique referral link provided by Astrix).
2. Eligibility. Astrix may specify eligibility criteria for Referrers (for example, minimum age, location, or exclusions for Astrix employees, contractors, or certain Employer personnel) and may update such criteria from time to time. Participation in the Referral Program is at Astrix's discretion and may be limited or revoked at any time.
3. Independent Relationship. Referrers participate as independent contractors solely for the purpose of providing referrals. Nothing in these Terms or the Referral Program creates an employment, agency, partnership, or joint venture relationship between Astrix and any Referrer.

7.3 Eligible Referrals

1. Definition. An "Eligible Referral" is a Candidate referred to Astrix by a Referrer who:
   • (a) is not already actively engaged with Astrix or the Services (for example, not already in our database, in process for a role, or previously referred by someone else), as determined by Astrix in its sole discretion;
   • (b) meets any role-specific or program-specific criteria communicated by Astrix; and
   • (c) is referred through the process and channels designated by Astrix.
2. First-Come, First-Serve. If multiple Referrers submit the same Candidate, the referral payment (if any) will be awarded on a first-come, first-serve basis to the Referrer whose Eligible Referral submission was first received by Astrix, as determined by Astrix's records. Astrix's determination of which Referrer, if any, is entitled to a referral payment is final.

7.4 Referral Payments

1. Amount. For each Eligible Referral that results in a hire or engagement of the Candidate by an Employer through the Services, Astrix will pay the Referrer a referral payment equal to fifty percent (50%) of the Placement Fee actually received by Astrix from the applicable Employer for that hire or engagement, unless otherwise specified in writing by Astrix (the "Referral Payment").
2. Fee Trigger and Attribution. A Referral Payment is potentially payable only where:
   • (a) the Candidate is hired or engaged by an Employer in circumstances that give rise to a Placement Fee under Section 6 (including any applicable attribution window); and
   • (b) the Placement Fee is actually invoiced by and paid to Astrix by the Employer.

   If no Placement Fee is owed or paid under Astrix's agreement with the Employer, then no Referral Payment will be due.

3. Payment Conditions. Referral Payments may be subject to additional conditions tied to Astrix's agreement with the Employer, such as Candidate retention periods or minimum tenure requirements. Any such conditions will be communicated to the Referrer if and when Astrix confirms that the Eligible Referral has resulted in an Offer acceptance and that the Referrer is preliminarily eligible for a Referral Payment.
4. Timing of Payment. Subject to the conditions above and completion of any required tax and payment documentation, Astrix will use commercially reasonable efforts to pay Referral Payments within a reasonable period (for example, within [30–60] days) after Astrix has received the corresponding Placement Fee and any applicable retention or other conditions have been satisfied.
5. Payment Method and Taxes. Referral Payments will be made via ACH/direct deposit or another payment method designated by Astrix. Referrers are solely responsible for providing accurate payment details and for all taxes, filings, and reporting obligations associated with any Referral Payments they receive.

7.5 Program Communications

By participating in the Referral Program, you authorize Astrix to send you periodic communications (for example, by email) about:

• job Opportunities where Astrix reasonably believes you may know someone who could be a good fit; and
• updates or changes to the Referral Program.

You may opt out of non-essential marketing communications at any time, but we may still send you transactional or program-related messages (for example, about specific referrals or payments).

7.6 Prohibited Referral Conduct

Referrers agree not to:

1. submit referrals for individuals they do not reasonably believe may be interested in or qualified for clinical or related roles;
2. submit bulk, automated, or "spam" referrals or otherwise misuse the Referral Program;
3. misrepresent their relationship with Astrix, Employers, or Candidates (for example, by claiming to be an agent or representative of Astrix);
4. offer or provide any improper incentives to Candidates or Employers in connection with a referral, in violation of applicable law; or
5. attempt to circumvent the Services or these Terms in order to obtain a Referral Payment.

Astrix may withhold or claw back any Referral Payments (or offset against future payments) if it determines, in its reasonable discretion, that a Referrer has engaged in fraud, misrepresentation, or other prohibited conduct.

7.7 No Guarantees; Program Changes

Participation in the Referral Program does not guarantee that any Candidate will be hired or that any Referral Payment will be owed or paid. Astrix may modify, suspend, or terminate the Referral Program (in whole or in part) at any time, with or without notice, including by changing eligibility criteria, payment amounts, or other program rules. Any such changes will apply prospectively and will not affect Referral Payments already earned and due as of the effective date of the change, unless otherwise required by law.

Ownership by Astrix

Astrix and its licensors own all right, title, and interest in and to the Services, including all software, algorithms, models, text, graphics, logos, and other content (excluding User Content). Nothing in these Terms transfers any ownership rights to Users.

User Content

"User Content" means any information or materials that a User submits, uploads, or provides through the Services (e.g., resumes, job descriptions, messages).

Ownership

As between you and Astrix, you retain ownership of your User Content.

License to Astrix

You grant Astrix a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, display, distribute, and create derivative works of your User Content as necessary to:

• Provide, maintain, and improve the Services;
• Operate matching, recommendation, and communication features; and
• Comply with applicable laws and legal processes.

Restrictions

Users shall not:

• Copy, modify, translate, or create derivative works of the Services;
• Reverse engineer, decompile, or attempt to extract the source code of the Services, except to the limited extent permitted by applicable law;
• Use Astrix's trademarks, logos, or branding without our prior written consent.

"As Is" Service

The Services are provided on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind, whether express or implied.

No Employment or Outcome Guarantee

Astrix does not:

• Guarantee that any Candidate will be hired or any Employer will fill an Opportunity;
• Guarantee any specific number of candidates, interviews, or offers;
• Guarantee that any Candidate or Employer is suitable, reliable, or compliant with any law, or that information provided by Users is accurate or complete.

AI and Information Accuracy

We do not warrant that any recommendations, insights, or outputs generated by AI or automated systems are accurate, complete, or fit for a particular purpose. Users are responsible for their own decisions and verification processes.

Third-Party Services

The Services may link to or rely on third-party websites, tools, or services. Astrix is not responsible for any third-party services and does not endorse or assume liability for them.

Exclusion of Certain Damages

Astrix will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost opportunities, or loss of goodwill, arising out of or in connection with the use of or inability to use the Services, even if Astrix has been advised of the possibility of such damages.

Liability Cap

In no event will Astrix's total liability to any User for all claims arising out of or relating to the Services or these Terms exceed:

• For Employers who have paid fees: the total amount of fees paid by such Employer to Astrix for the Services in the twelve (12) months preceding the event giving rise to the claim; and
• For Candidates and other Users who have not paid fees: one hundred U.S. dollars (USD $100).

Jurisdictional Limits

Some jurisdictions do not allow certain limitations of liability, so some of the above limitations may not apply to you. In such cases, the liability of Astrix will be limited to the greatest extent permitted by law.

Term

These Terms apply from the time you first access the Services and continue until terminated as described here.

Termination by You

You may stop using the Services at any time. If you wish to close your Account, you may contact us at hello@matcha-health.com or use any available in-product controls.

Termination or Suspension by Us

We may suspend or terminate your access to the Services (in whole or in part) at any time, with or without notice, if we believe:

• You have violated these Terms;
• Your use of the Services creates risk of harm or legal exposure to us or others; or
• We are required to do so by law or by a third-party service provider.

Effect of Termination

Upon termination, your right to use the Services will cease. Certain provisions will survive termination, including those relating to fees owed, intellectual property, disclaimers, limitations of liability, and indemnification.

Governing Law

These Terms and any dispute arising out of or relating to them or the Services will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.

Venue

Subject to any applicable arbitration agreement, the exclusive venue for any action arising out of or relating to these Terms or the Services will be the state or federal courts located in New York, New York, and you consent to personal jurisdiction in those courts.

Arbitration & Class Action Waiver (Optional; to be customized)

If you choose to include arbitration, you can add language here requiring binding individual arbitration and waiving class actions, subject to local law and counsel review.

Entire Agreement

These Terms (together with any additional agreements or policies referenced herein, including the Privacy Policy) constitute the entire agreement between you and Astrix regarding the Services.

Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

No Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Assignment

You may not assign or transfer these Terms or your rights or obligations hereunder without our prior written consent. Astrix may freely assign these Terms, in whole or in part, without restriction.

Contact

If you have questions about these Terms or the Services, you may contact us at:

Astrix Health, Inc.
Email: hello@matcha-health.com
Address: 195 Plymouth St, Brooklyn, NY 11201.