Terms of Service

Definitions

“Platform” means the NeoWork hiring and assessment software, websites, APIs, and related services we make available.

“Candidate” means an individual the Customer evaluates, assesses, or sources through the Platform.

“Customer Data” means data the Customer or its users submit to the Platform, and data about Candidates processed on the Customer's behalf.

“Output” means the assessments, scores, evidence notes, and reports the Platform generates for the Customer.

The Platform and accounts

2.1Access. Subject to the Agreement, we grant the Customer a non-exclusive, non-transferable right to access and use the Platform for its internal hiring and evaluation during the term.

2.2Accounts and security. The Customer is responsible for its account, for the acts of its users, and for keeping credentials secure. The Customer must promptly notify us of any unauthorized use. Administrators are responsible for managing user access within their organization.

2.3Changes to the Platform. We may improve, modify, or discontinue features from time to time. We will not materially reduce the core functionality of a paid subscription during its paid term without reasonable notice.

Customer as employer and deployer

The Platform uses AI and automated processes to evaluate Candidates and produce descriptive Output. It is a decision-support tool: it does not make hiring decisions and does not label a Candidate “hire” or “no-hire”. The Customer is the employer or employment agency for every Candidate it evaluates and is the sole decision-maker for all employment decisions.

3.1Human review. The Customer will apply meaningful human review to every decision, exercise independent judgment, and not use Output as the sole basis for any employment decision. As between the parties, we are the provider of the Platform and the Customer is the deployer that determines the purpose and manner of its use.

3.2Compliance with employment and AI laws. The Customer is responsible for compliance with all laws applicable to its use of the Platform, including anti-discrimination, employment, and automated-employment-decision and AI laws. This includes providing required candidate notices, obtaining any required consent, arranging any required bias audit and public posting, offering reasonable accommodation and an alternative process on request, and monitoring its own selection outcomes. We will provide reasonable documentation to support the Customer's compliance, but do not assume the Customer's legal obligations. This Section is consistent with, and supplemented by, Section 10 of the Fee Terms.

Acceptable use

The Customer and its users must comply with the Acceptable Use Policy, which is incorporated by reference. Among other things, the Customer must not use Output as the sole basis for a decision, re-identify or scrape Candidates, misuse the Platform to build a competing product, or submit unlawful content or others' personal data without a lawful basis. We may suspend use that violates the Acceptable Use Policy or poses a security or legal risk.

Fees

Fees, subscriptions, usage credits, and the placement success fee are governed by the Fee Terms and the Fee Schedule, incorporated by reference. Except as stated there, fees are non-cancelable and non-refundable. If there is a conflict between these Terms and the Fee Terms about billing, the Fee Terms control.

Intellectual property; feedback

6.1Our IP. We and our licensors own the Platform and all related intellectual property. Except for the rights expressly granted, no rights are transferred to the Customer.

6.2Customer Data and Output. As between the parties, the Customer owns its Customer Data. The Customer may use Output for its internal hiring purposes. The Customer grants us a limited license to host and process Customer Data to provide the Platform and as permitted by the Privacy Policy and DPA.

6.3Feedback. If the Customer gives us feedback or suggestions, we may use them without restriction or obligation.

Data protection and privacy

Our handling of personal data is described in the Privacy Policy. Where we process personal data on the Customer's behalf, the Data Processing Addendum applies and, if executed, forms part of the Agreement. The Customer is responsible for the lawfulness of the Customer Data it provides and for having any notices and consents its use of the Platform requires.

Confidentiality

Each party may access the other's non-public information. The receiving party will use the disclosing party's confidential information only to perform under the Agreement, protect it with reasonable care, and not disclose it except to representatives bound by confidentiality. This does not apply to information that is public, independently developed, or rightfully received from a third party, or to disclosures required by law.

Third-party services

The Platform relies on and may interoperate with third-party services (for example, our sub-processors and any tools the Customer connects). We are not responsible for third-party services the Customer chooses to connect, and their use is governed by their own terms.

Warranties and disclaimer

We warrant that we will provide the Platform in a professional manner consistent with the Agreement. EXCEPT AS EXPRESSLY STATED, THE PLATFORM AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that Output is accurate, complete, unbiased, or compliant with the laws applicable to the Customer's particular use, and Output is not legal advice. We do not guarantee any hiring, retention, or business outcome.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF THE AGREEMENT. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE AMOUNTS THE CUSTOMER PAID OR OWED US IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

11.1Exclusions. These limits do not apply to a party's liability for its breach of confidentiality, the Customer's payment obligations, a party's indemnification obligations, or liability that cannot be limited by law. The allocation of risk in this Section is a fundamental basis of the bargain.

Indemnification

12.1By us. We will defend the Customer against a third-party claim that the Platform infringes that third party's intellectual-property rights, and pay resulting damages finally awarded, subject to the exclusions and liability limits in the Agreement.

12.2By the Customer. The Customer will defend, indemnify, and hold us harmless from any third-party claim arising out of the Customer's employment decisions, its use of the Platform in violation of the Agreement or law, its Customer Data, or its failure to provide any required candidate notice, consent, accommodation, bias audit, or posting. This mirrors and supplements the Customer indemnity in the Fee Terms.

Term, suspension, and termination

13.1Term. The Agreement starts when the Customer first accepts it or uses the Platform and continues until terminated. Subscriptions renew as described in the Fee Terms.

13.2Suspension. We may suspend access for a material breach, non-payment, or a security or legal risk, with notice where practicable.

13.3Termination and effect. Either party may terminate for the other's uncured material breach. On termination, the Customer's right to use the Platform ends, accrued fees remain payable, and each party will return or delete the other's confidential information on request, subject to law and to Customer Data handling in the Privacy Policy and DPA. Sections that by their nature should survive will survive.

Dispute resolution; governing law

14.1Governing law. The Agreement is governed by the laws of the State of Delaware, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods.

14.2Informal resolution. Before starting a formal proceeding, the parties will try in good faith to resolve any dispute for thirty (30) days after written notice.

14.3Arbitration and class waiver. Any dispute not resolved informally will be finally settled by binding arbitration on an individual basis; the parties waive any right to a jury trial and to participate in a class or representative action, to the extent permitted by law. Either party may seek injunctive relief for intellectual-property or confidentiality matters in court. [Counsel to confirm arbitral forum, rules, seat, and any consumer/employment carve-outs.]

Changes to these Terms

We may update these Terms from time to time. The current version and its effective date are shown at the top of this page, and prior versions are available in the Legal Updates archive. For material changes we will provide reasonable advance notice; continued use after the changes take effect constitutes acceptance. No change applies retroactively to obligations already accrued.

General

16.1Entire agreement; order of precedence. The Agreement is the entire agreement on its subject and supersedes prior discussions. If there is a conflict, the order of precedence is: an executed order form, the Fee Terms and Fee Schedule (for billing), these Terms, and then the incorporated policies — except where a document expressly overrides a specific provision.

16.2Assignment; miscellaneous. The Customer may not assign the Agreement without our consent; we may assign it to an affiliate or in a merger or asset sale. If any provision is unenforceable it will be limited or severed and the rest remains in effect. A failure to enforce is not a waiver. Notices to us may be sent to contact@emergences.ai. There are no third-party beneficiaries.

Contact

Questions about these Terms: contact@emergences.ai.