Greenhouse MSA moves the employee-headcount meter into the Fees clause and widens the affiliate test
The MSA revision dated 12 June 2025 relocated the employee-headcount billing clause out of the Affiliate definition and into Section 5(a) Fees, and broadened it so an affiliate’s employees can count even where that affiliate has no access to Greenhouse.
The clause sat inside the definition of Affiliate in Section 1 and read narrowly: any software subscription Fees due under this Agreement are based on Licensee’s employee headcount, which shall be inclusive of any employees of Licensee’s Affiliates, provided that the software subscription will be available to such Affiliates.
The clause sits in Section 5(a) Fees and reads: any subscription Fees for the SaaS Services due under this Agreement are based on Licensee’s employee headcount, which shall also include all employees of Licensee’s Affiliates, to the extent such Affiliates are provided access to the Greenhouse Services and/or Licensee uses the Greenhouse Services for the benefit of such Affiliates.
Greenhouse’s Master Subscription Agreement carried the same “Last Updated: November 20, 2018” stamp from at least February 2019 through the Internet Archive capture of 24 September 2023. The next complete archived version, captured 13 September 2025, is dated “Last Updated: June 12, 2025” and contains two changes that matter to the bill.
First, the employee-headcount meter moved. In the 2018 text it lived inside the definition of “Affiliate” in Section 1, introduced by “For the avoidance of doubt” — a definitional aside rather than a fee term. In the 2025 text it is a sentence of Section 5(a) Fees, sitting immediately after the statement that fees are due in advance and based on the services purchased and not actual usage.
Second, and more consequentially, the affiliate test widened. The 2018 wording counted an affiliate’s employees only “provided that the software subscription will be available to such Affiliates” — a provisioning test the customer controls. The 2025 wording counts them “to the extent such Affiliates are provided access to the Greenhouse Services and/or Licensee uses the Greenhouse Services for the benefit of such Affiliates”. The second limb is a usage test: a subsidiary with no Greenhouse logins at all can now fall inside the billing base if the parent’s talent-acquisition team recruits on its behalf. For any holding company or shared-services TA function, that changes which entities are counted, and therefore what the subscription costs.
Intermediate MSA revisions between 24 September 2023 and 12 June 2025 are unverified: the Internet Archive captured only JavaScript skeletons of the page across that window, so it is not possible to say whether the change landed in one revision or several.
The MSA revision dated 'Last Updated: June 12, 2025' (observed in the 2025-09-13 Wayback snapshot) relocates the headcount meter out of the Affiliate definition and into §5(a) Fees, and broadens it: affiliate employees now count 'to the extent such Affiliates are provided access to the Greenhouse Services and/or Licensee uses the Greenhouse Services for the benefit of such Affiliates.' The 'and/or … for the benefit of' limb means an affiliate's staff can be inside the billing base even when that affiliate has no access at all. Intermediate revisions between 2023-09-24 and 2025-06-12 are unverified — Wayback captured only JavaScript skeletons of the page in that window.