Effective date: May 8, 2026
Last updated: May 8, 2026
Last updated: May 8, 2026
1. Definitions
- Authorized User — an individual employee, contractor, or agent of Customer authorized by Customer to use the Service on Customer’s behalf, subject to seat or usage limits in the Order Form.
- Candidate — an individual whose personal information is processed within the Service as part of Customer’s recruiting, sourcing, screening, or workforce activities.
- Customer Content — data, materials, and content (including job descriptions, resumes, profiles, communications, and configuration data) that Customer or its Authorized Users submit, upload, or generate through the Service, including Candidate data Customer chooses to process.
- Documentation — Neuroscale’s then-current technical and end-user documentation made available with the Service.
- DPA — the Data Processing Addendum executed between the parties or made available at DPA Template, which is incorporated into these Terms.
- AI Outputs — content, suggestions, summaries, scores, rankings, drafts, or other outputs produced by AI features of the Service.
- Order Form — a written or electronic ordering document signed or accepted by both parties referencing these Terms.
2. The Service
2.1 Description
Arbi is an AI recruiting platform designed to help organizations identify, evaluate, and engage talent. Functionality may include candidate sourcing and discovery across data sources Customer authorizes; automated and semi-automated screening, ranking, matching, and prioritization; drafting or personalization of outreach and communications; workflow tools for recruiters and hiring teams; analytics and reporting; and integrations with applicant tracking systems, CRM tools, email, calendars, and similar systems Customer connects.2.2 No guaranteed outcomes
Neuroscale does not guarantee that the Service will meet every hiring outcome, timeline, or business objective. Features, models, data sources, and integrations may evolve. We may add, modify, suspend, or discontinue functionality with reasonable notice where practicable, or immediately where necessary for security, legal compliance, or service integrity. Customer is solely responsible for its recruiting, hiring, and personnel decisions and for compliance with employment, anti-discrimination, privacy, and consumer-protection laws. The Service is a tool to assist Customer’s processes; it does not replace professional judgment or legal advice.2.3 Beta and preview features
We may make beta, alpha, preview, or evaluation features available (“Beta Features”). Beta Features are provided “AS IS,” may be discontinued at any time, and may have separate terms of use. Customer’s use of Beta Features is at Customer’s sole risk.3. Account registration
To use the Service, Customer must register for an account and provide accurate, current, and complete information. Authorized Users must be at least eighteen (18) years of age and capable of forming a binding contract. Customer agrees to maintain and promptly update its account information and to keep login credentials confidential. Customer must notify Neuroscale promptly of any unauthorized access or suspected security incident at security@neuroscale.ai. Neuroscale is not liable for loss arising from Customer’s failure to safeguard credentials or from unauthorized use of an Authorized User’s account, except to the extent caused by Neuroscale’s gross negligence or willful misconduct. Customer may not share accounts in a manner that circumvents user limits or licensing, sell or transfer accounts without our prior written consent, or register using false identities. Enterprise customers may designate administrators to manage Authorized Users.4. Subscription, fees, and payment
4.1 Subscription term
Access is provided on a subscription basis according to the plan, Order Form, or checkout flow Customer selects (“Subscription”). Fees, billing cycles, and included usage limits are as stated at purchase or in the Order Form. Unless otherwise specified, Subscriptions automatically renew at the end of each term at the then-current rates unless Customer cancels at least thirty (30) days before the renewal date (or such other notice period stated in the Order Form).4.2 Payment
Customer authorizes Neuroscale and its payment processors to charge the designated payment method for all applicable fees, taxes, and charges. Fees are non-refundable except as required by law or as expressly stated in writing. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. If payment fails or remains past-due for ten (10) days after notice, we may suspend access until payment is received.4.3 Taxes
Fees are exclusive of all taxes (other than taxes on Neuroscale’s net income). Customer is responsible for all sales, use, VAT, GST, and similar taxes, and will reimburse Neuroscale for any such taxes Neuroscale is required to collect.4.4 Cancellation
Customer may cancel a Subscription through account settings or by contacting support. Cancellation takes effect at the end of the current billing period unless otherwise agreed. Upon expiration or termination, Customer’s right to access the Service ceases subject to Section 12 (“Termination”) and any data export rights described in our DPA.5. License grants and restrictions
5.1 License to the Service
Subject to Customer’s compliance with these Terms and payment of applicable fees, Neuroscale grants Customer a limited, non-exclusive, non-transferable, revocable license during the Subscription term to access and use the Service for Customer’s internal business purposes through Authorized Users.5.2 Restrictions
Customer will not, and will not permit any Authorized User or third party to:- copy, modify, distribute, sell, lease, sublicense, or create derivative works of the Service or Documentation;
- reverse-engineer, decompile, disassemble, or attempt to derive source code or training data of the Service or its underlying models, except to the extent expressly permitted by applicable law;
- use the Service or AI Outputs to develop, train, or improve any product or service that competes with the Service, including any model, foundation model, or generative-AI system;
- access the Service to benchmark, evaluate, or publish performance results without Neuroscale’s prior written consent;
- circumvent or disable security or rate-limiting features;
- use the Service to send spam, deceptive, harassing, or discriminatory messages;
- upload malware, ransomware, viruses, or other harmful code or otherwise interfere with the Service’s operation;
- misrepresent identity or affiliation;
- use Candidate or employee data obtained through the Service for impermissible secondary purposes;
- use the Service in violation of any applicable law, including export-control, sanctions, employment, anti-discrimination, consumer-protection, marketing, and privacy laws; or
- remove proprietary notices.
6. Intellectual property
6.1 Neuroscale IP
The Service, including its software, user interface, branding, Documentation, underlying AI models, weights, algorithms, training data, infrastructure, and all improvements thereto, is owned by Neuroscale and its licensors and is protected by intellectual-property laws. All rights not expressly granted are reserved. No title to or ownership of any Neuroscale IP transfers to Customer under these Terms.6.2 Feedback
Customer or its Authorized Users may provide suggestions, recommendations, or other feedback (“Feedback”) about the Service. Customer grants Neuroscale a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate Feedback into the Service and Neuroscale’s products without obligation or compensation, except where prohibited by law.6.3 Open source
Open-source components, if any, are subject to their respective licenses. The Service’s open-source license disclosure is available on request.7. Customer Content
7.1 Ownership and controller status
a. As between the parties, Customer retains all right, title, and interest in and to Customer Content. Customer represents and warrants that it has all rights, consents, and authorities necessary to (i) provide Customer Content to Neuroscale, (ii) instruct Neuroscale to process Customer Content for the Service, and (iii) authorize the Processing in §7.2 and §7.3, including with respect to any Candidates whose data is included in Customer Content. b. Candidate data. Customer is the sole controller (within the meaning of GDPR Art. 4(7), CCPA / CPRA “business” status, and analogous state-law definitions) of all Candidate data submitted to the Service. Customer is solely responsible, at its own cost and risk, for: (i) determining a lawful basis for processing Candidate Personal Data under GDPR Art. 6 (and special-category data under Art. 9, where applicable) and analogous state-law obligations; (ii) providing all notices required to Candidates, including the indirect-collection notice under GDPR Art. 14, the AEDT notice under NYC Local Law 144 §20-871(b)(1), the disclosures required under the Illinois AI Video Interview Act, Illinois HB 3773, the Colorado AI Act §6-1-1703(4) deployer-side disclosure, the California Automated Decision-Making Technology pre-use notice, the Utah AI Policy Act material-use disclosure, and any analogous state or non-US law; (iii) obtaining Candidates’ consents and offering opt-outs where required; (iv) honoring Candidate data-subject-rights requests as the controller of record; and (v) ensuring that the Customer’s authority extends to Neuroscale’s Processing in §7.2 and §7.3, including the deidentification and training-related Processing. Neuroscale’s role with respect to Candidate data is solely as processor acting on Customer’s documented instructions in the executed DPA, including with respect to the deidentification step that produces Deidentified Data.7.2 License to Neuroscale
Customer grants Neuroscale a worldwide, non-exclusive, royalty-free, sublicensable license to host, copy, process, transmit, display, and otherwise use Customer Content (including any Personal Data therein and any Candidate data submitted to the Service) for the following purposes: (i) to provide, maintain, secure, and improve the Service for Customer; (ii) to deidentify Customer Content in accordance with §7.3 and to train, fine-tune, evaluate, and improve Neuroscale’s own AI models that power the Service or any current or future Neuroscale product, using the resulting Deidentified Data; (iii) to comply with law; and (iv) as further described in our Privacy Notice and the DPA. Neuroscale will not provide Customer Content or Deidentified Data to any third party for the purpose of training that third party’s AI models.7.3 Training of Neuroscale AI models on Deidentified Data
a. Universal deidentification before training. All Customer Content used in training, fine-tuning, evaluation, or improvement of Neuroscale’s AI models — regardless of subscription tier — is first transformed into “Deidentified Data” pursuant to Neuroscale’s Deidentification Standard published in the AI Acceptable Use Policy (direct-identifier redaction; quasi-identifier generalization; k-anonymity ≥ 10; l-diversity ≥ 2; sensitive-attribute removal; differential-privacy controls during training; and a post-training reidentification audit). Deidentified Data is intended to satisfy the “deidentified” definition under Cal. Civ. Code §1798.140(h) and analogous state-privacy-act definitions. Once produced and admitted to a training corpus, Deidentified Data is no longer Customer Content for purposes of these Terms. Raw Customer Content is never used in training; only Deidentified Data is. b. Use of Deidentified Data. Pursuant to §7.2, Neuroscale uses Deidentified Data derived from Customer Content to train, fine-tune, evaluate, and otherwise improve Neuroscale’s own AI models. Resulting model weights, embeddings, evaluations, and derivative works are owned by Neuroscale. c. Free-tier Customers — no opt-out from training-use. Customers on a free, trial, evaluation, or other no-fee subscription tier (each, a “Free-Tier Customer”) may not opt out of the training-use Processing described in §7.2(ii) and §7.3(a)–(b). The Customer Content of a Free-Tier Customer is deidentified per §7.3(a) and the resulting Deidentified Data is used in training. A Free-Tier Customer that does not consent must not submit Customer Content to the Service and must either upgrade to a paid subscription tier or discontinue use of the Service. d. Paid-tier Customers — training-use opt-out available. Customers on a paid subscription tier are subject to the training-use Processing described in §7.2(ii) and §7.3(a)–(b) by default and may opt out of training-use at any time, prospectively, via (i) the Customer Admin settings within the Service, or (ii) written notice to privacy@neuroscale.ai. An opt-out becomes effective upon Neuroscale’s acknowledgment and means that Customer Content submitted after the effective date of the opt-out shall not be admitted to a training corpus and shall not give rise to Deidentified Data for training purposes. The opt-out does not require Neuroscale to retract Deidentified Data already incorporated into training, or to retract, untrain, or otherwise reverse the inclusion of Deidentified Data in any model state existing as of the effective date of the opt-out. The opt-out does not apply to (and Neuroscale continues to perform) all other Processing of Customer Content necessary to provide, maintain, and secure the Service. e. No third-party training. Neither Customer Content nor Deidentified Data derived therefrom will be transmitted to, or made available to, any third-party AI provider for the purpose of training, fine-tuning, or otherwise improving the third party’s AI models. Neuroscale’s third-party AI sub-processors operate under contractual prohibitions on such use. f. Reidentification prohibition. Neuroscale shall not attempt to reidentify any individual from Deidentified Data, shall maintain technical and organizational controls prohibiting reidentification, and shall contractually obligate any recipient of Deidentified Data to observe the same prohibition (Cal. Civ. Code §1798.140(h)(1)–(4)). g. Customer representations and warranties — training-data authority. Customer represents and warrants, as a continuing representation that survives any expiration or termination of these Terms, that it has provided all notices and obtained all rights, consents, and authorizations necessary to grant the license in §7.2 and to permit the Processing in this §7.3 — including the upstream Processing of Personal Data through the Deidentification Standard prior to its conversion into Deidentified Data — in respect of all Customer Content, including without limitation all Candidate data and all other Personal Data of natural persons (whether Customer’s employees, applicants, contractors, prospective candidates, end users, or any other natural person whose data is included in Customer Content) submitted to the Service. Without limiting the foregoing, Customer specifically represents and warrants that, in respect of all Candidate data: (i) Customer has a valid lawful basis under GDPR Art. 6 (and Art. 9 where applicable), CCPA / CPRA, and analogous state laws for the deidentification-and-training Processing described in §7.2 and §7.3; (ii) Customer has provided all required notices to Candidates, including any indirect-collection notice required by GDPR Art. 14 and any state-law AEDT or automated-decision-making notice; (iii) where applicable law requires Candidate consent, Customer has obtained that consent; and (iv) Customer has not received an objection, opt-out, or revocation from any Candidate that has not been honored. Customer’s indemnification obligations in Section 15.1 apply in full to any third-party (including Candidate) claim arising from a breach of this §7.3(g). h. Customer-instructed processing only. Neuroscale Processes Personal Data within Customer Content (including Candidate data) only on Customer’s documented instructions per Section 4 of the executed DPA, which include the deidentification and training-related instructions in §7.2 and this §7.3. Neuroscale’s training-related Processing of Candidate data is, as between the parties, expressly authorized by Customer and is performed at Customer’s direction. Customer accepts that the deidentification operation produces Deidentified Data which, once produced, is no longer Personal Data under the executed DPA, and that Customer’s controller-side notices and consents under §7.1(b) and §7.3(g) extend to that operation.7.4 Removal
Neuroscale may remove or refuse Customer Content that Neuroscale reasonably determines violates these Terms, applicable law, or any third-party rights, or that poses a security or operational risk. Neuroscale will use reasonable efforts to notify Customer when practicable.8. AI Outputs and human-oversight obligations
8.1 Probabilistic outputs
AI Outputs are generated probabilistically and may be incomplete, inaccurate, biased, outdated, or unsuitable for Customer’s specific use case. Neuroscale does not warrant the accuracy, fairness, or fitness of AI Outputs for any particular purpose.8.2 No reliance for employment decisions
Customer must not rely on AI Outputs as the sole basis for employment, hiring, promotion, compensation, scheduling, discipline, or similar decisions. Customer will implement meaningful human review prior to acting on AI Outputs that affect Candidates or personnel, including review for factual accuracy, fairness, non-discrimination, and outreach-content compliance.8.3 AEDT and similar laws — allocation of developer- and deployer-side obligations
a. Customer (deployer) obligations. Customer is responsible for the deployer-side obligations under laws governing automated employment decision tools and AI in employment — including without limitation NYC Local Law 144 of 2021, the Illinois AI Video Interview Act, Illinois HB 3773 (effective Jan 1, 2026), Maryland HB 1202, the Colorado AI Act (C.R.S. §§6-1-1701 et seq., effective Feb 1, 2026), the Texas Responsible AI Governance Act, the Utah AI Policy Act, and the California Automated Decision-Making Technology regulations under the CPRA. These deployer-side obligations include candidate notice (≥ 10 business days under NYC LL 144 §20-871(b)(1)), any required consent, alternative-selection-process availability, deployer-side impact assessments (e.g., C.R.S. §6-1-1703(2)), and applicable record-keeping. b. Neuroscale (developer) obligations. Neuroscale, as the developer of the AI features, performs the developer-side obligations of those laws — including the bias audit by independent auditor required by NYC LL 144 §20-871(a) and 6 RCNY §§5-300 to 5-304, the public bias-audit summary, the public statement required by C.R.S. §6-1-1703(1)(a), and the algorithmic-discrimination notification to the Colorado Attorney General required by C.R.S. §6-1-1703(7). Audit summaries and per-model training-data documentation are published at the AI Training-Data Transparency Notice. c. Cooperation. Neuroscale provides Customer with model documentation, bias-audit summaries, and Customer-facing notice templates as set out in the DPA or a separate writing, to support Customer’s deployer-side compliance.8.4 Generative AI training-data transparency
Where Neuroscale trains, fine-tunes, evaluates, or improves its own generative AI models on Deidentified Data per Section 7, Neuroscale publishes a public summary of the training-data sources, time period, data categories, deidentification method, reidentification-audit result, and bias-audit summary at the AI Training-Data Transparency Notice per California Assembly Bill 2013 (Cal. Civ. Code §§22610 et seq., effective January 1, 2026).8.5 No consumer report; FCRA non-CRA disclaimer
Neuroscale does not act as a “consumer reporting agency” within the meaning of the Fair Credit Reporting Act (15 U.S.C. §§1681 et seq.) and does not furnish “consumer reports” to third parties. Where the Service scores, ranks, or qualifies a Candidate, the resulting AI Output is provided to Customer for human-review-supported decision-making and is not a consumer report. Customer represents and warrants that, where Customer uses AI Outputs in adverse-action contexts, Customer will independently comply with FCRA and any applicable state mini-FCRA notice and adverse-action requirements through Customer’s separate background-check workflows.8.6 Customer disclosures
Customer will provide all notices to and obtain all consents from Candidates and personnel that are required by law or by Customer’s own privacy notice as a result of using the Service. Customer will not represent to Candidates that Neuroscale is the controller of, or decision-maker regarding, their data.8.7 Customer-facing AI labeling
AI Outputs surfaced through the Service — including candidate summaries, ranking explanations, draft outreach copy, and any agentic-tool output — are labeled by Neuroscale at the point of display as AI-generated, in support of Neuroscale’s obligations under California Senate Bill 942 (Bus. & Prof. Code §§22757–22757.4), the Utah AI Policy Act, and analogous state-law transparency obligations. Customer will preserve the AI-generated label in any onward distribution to Candidates and will not remove, modify, or obscure the label.9. Integrations and third-party services
The Service may interoperate with third-party products and services that Customer chooses to connect, such as ATS platforms, CRMs, email providers, calendar systems, single sign-on providers, and data-enrichment vendors (“Third-Party Services”). Customer’s use of Third-Party Services is governed solely by Customer’s agreements with those providers. When Customer enables an integration, Customer authorizes Neuroscale to access and exchange data with the Third-Party Service as needed to provide the integrated functionality, subject to the permissions Customer grants. Neuroscale is not responsible for Third-Party Services and disclaims all liability arising from them. Third-party names and logos may be displayed to indicate compatibility; they are trademarks of their respective owners.10. Privacy, security, and data processing
10.1 Privacy Notice and DPA
Personal information processed in connection with the Service is handled as described in our Privacy Notice. The processing of personal information that constitutes Customer Content is further governed by our DPA, which is incorporated into these Terms by reference.10.2 Security
Neuroscale maintains an information-security program reasonably designed to protect Customer Content as further described in our Trust Center. Customer is responsible for configuring access controls for Authorized Users, safeguarding credentials, monitoring its use of the Service, and using integrations consistent with its own security policies.10.3 Customer cooperation
Customer will promptly notify Neuroscale at security@neuroscale.ai of any actual or suspected unauthorized access to or use of the Service via Customer’s account.11. Confidentiality
Each party (the “Receiving Party”) may receive non-public information of the other party (the “Disclosing Party”) that is marked confidential or that a reasonable person would understand to be confidential under the circumstances (“Confidential Information”). The Receiving Party will (a) use Confidential Information only to perform under or exercise rights under these Terms; (b) protect Confidential Information using at least the same care it uses to protect its own confidential information of like importance, but in no event less than reasonable care; and (c) limit access to Authorized Users with a need to know. Confidential Information does not include information that is or becomes publicly available without breach, was independently developed without use of Confidential Information, was rightfully received from a third party without restriction, or was already known. The Receiving Party may disclose Confidential Information as required by law, provided it gives prompt notice (where legally permitted) and reasonable cooperation to oppose disclosure.12. Term, suspension, and termination
12.1 Term
These Terms commence on Customer’s first use of the Service or signature of an Order Form (whichever is earlier) and continue until all Subscriptions are terminated or expire.12.2 Termination for cause
Either party may terminate these Terms or any Order Form on written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after written notice (or ten (10) days for payment default). Either party may terminate immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy proceedings.12.3 Suspension
Neuroscale may suspend access immediately, with notice where practicable, if (a) required by law; (b) Customer’s use poses a security risk to the Service or other customers; (c) Customer is materially in breach (including non-payment); or (d) continuing to provide the Service would expose Neuroscale to liability.12.4 Effect of termination
Upon termination, Customer’s right to access the Service ceases. Customer may export Customer Content during the Subscription term and for thirty (30) days after termination via standard export tools or as set out in the DPA. After that period, Neuroscale may delete Customer Content in accordance with its retention practices, subject to legal-hold and aggregate de-identified-data exceptions.12.5 Survival
Sections that by their nature should survive will survive termination, including Definitions, Intellectual Property, Customer Content (limited to perpetual de-identified license and Feedback), Confidentiality, Disclaimers, Indemnification, Limitation of Liability, Governing Law and Dispute Resolution, and General.13. Representations and warranties; disclaimer
13.1 Mutual
Each party represents that it has the legal authority to enter into these Terms.13.2 By Customer
Customer represents and warrants that (a) it has all rights, consents, and authorities necessary to provide Customer Content and to instruct Neuroscale to process it; (b) its use of the Service complies with all applicable laws, including employment, anti-discrimination, privacy, consumer-protection, and export-control laws; (c) it will provide all notices to and obtain all consents from Candidates and personnel as required by law; and (d) it will not use the Service to make adverse legally significant decisions about individuals based solely on AI Outputs.13.3 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NEUROSCALE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, FAIR, OR FIT FOR ANY PARTICULAR PURPOSE.14. Limitation of liability
14.1 Exclusion
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.14.2 Cap
EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS CUSTOMER PAID OR OWED TO NEUROSCALE FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100) IF CUSTOMER HAS NOT PAID FEES.14.3 Carve-outs
The exclusions and cap in Sections 14.1 and 14.2 do not apply to: (a) Customer’s payment obligations; (b) Customer’s indemnification obligations under Section 15; (c) either party’s breach of confidentiality obligations under Section 11; (d) Customer’s violation of Neuroscale’s intellectual-property rights or the license restrictions in Section 5.2; or (e) liability that cannot be excluded or limited under applicable law.14.4 Basis of bargain
The parties acknowledge that the limitations in this Section 14 are an essential part of the basis of the bargain and will apply even if a remedy is found to have failed of its essential purpose.15. Indemnification
15.1 By Customer
Customer will defend, indemnify, and hold harmless Neuroscale, its affiliates, and their respective directors, officers, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer Content, including any claim that Customer Content infringes or misappropriates third-party rights or violates law; (b) Customer’s or its Authorized Users’ use of the Service; (c) Customer’s violation of these Terms or applicable law (including employment, anti-discrimination, privacy, AEDT, marketing, and consumer-protection laws); (d) Customer’s recruiting, hiring, employment, or personnel decisions; (e) disputes between Customer and any Candidate, employee, or third party (including, without limitation, any Candidate or employee claim alleging that Customer failed to provide a required notice, failed to obtain a required consent, failed to honor a required opt-out, or otherwise failed to comply with Customer’s controller-side obligations under GDPR Art. 6, Art. 9, Art. 14, Art. 22, the CCPA / CPRA, the Colorado AI Act, NYC Local Law 144, the Illinois AI Video Interview Act, Illinois HB 3773, Maryland HB 1202, the California ADMT regulations, the Utah AI Policy Act, the Texas Responsible AI Governance Act, or any analogous state or non-US law); (f) any breach of Customer’s representations and warranties in §7.1 or §7.3(g), including any claim arising from Neuroscale’s deidentification or training-related Processing of Candidate data or other Personal Data submitted to the Service in reliance on those representations; and (g) Customer’s integrations with Third-Party Services.15.2 By Neuroscale
Neuroscale will defend Customer against any third-party claim alleging that the Service, when used by Customer in accordance with these Terms, infringes any US patent, copyright, or trademark or misappropriates any trade secret, and will indemnify Customer for amounts finally awarded by a court or paid in settlement of such claim. Neuroscale’s indemnification obligation does not apply to claims arising from (i) Customer Content; (ii) modifications to the Service not made by Neuroscale; (iii) combination of the Service with products, data, or services not provided by Neuroscale where the claim would not have arisen but for such combination; (iv) Customer’s use of the Service in violation of these Terms or applicable law; or (v) Beta Features. If the Service is or is likely to be subject to such a claim, Neuroscale may, at its option: (1) procure for Customer the right to continue using the Service; (2) modify the Service to be non-infringing; or (3) terminate the affected portion of the Service and refund any prepaid, unused fees. This Section 15.2 states Neuroscale’s sole liability and Customer’s sole remedy for any third-party intellectual-property claim.15.3 Procedure
The indemnified party will (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement (provided that no settlement may admit fault by, or impose obligations on, the indemnified party without its prior written consent); and (c) reasonably cooperate at the indemnifying party’s expense.16. No third-party beneficiaries
These Terms are for the exclusive benefit of the parties and their permitted successors and assigns. No Candidate, employee, end user, or other third party is a third-party beneficiary of these Terms or has any rights to enforce them.17. Compliance with laws
17.1 Anti-corruption
Each party will comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act.17.2 Export control and sanctions
Customer will comply with all applicable export-control and sanctions laws of the United States and other jurisdictions, including those administered by OFAC, the U.S. Department of Commerce (BIS), and the U.S. Department of State. Customer represents that (a) Customer is not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions; (b) Customer is not a Specially Designated National or otherwise on a U.S. or other applicable restricted-party list; and (c) Customer will not export, re-export, or transfer the Service or AI Outputs in violation of such laws or to any restricted person.17.3 Government use
If the Service is provided to the U.S. government, it is provided as “Commercial Computer Software” with restrictions consistent with FAR 12.212 and DFARS 227.7202-3.18. Force majeure
Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, labor disputes, network or utility failures, internet failures, pandemics, or natural disasters.19. Governing law and dispute resolution
19.1 Governing law
These Terms are governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.19.2 Venue
Subject to Section 19.3, exclusive jurisdiction and venue for any dispute arising out of or relating to these Terms or the Service lie in the state and federal courts located in the Commonwealth of Virginia (including, for federal claims, the U.S. District Court for the Eastern District of Virginia), and each party consents to personal jurisdiction in those courts. Where mandatory law gives a consumer the right to bring proceedings in their country of residence, that right is preserved.19.3 Informal resolution; injunctive relief
Before filing a claim, the parties will attempt in good faith to resolve disputes informally for at least thirty (30) days after written notice. Either party may seek injunctive or equitable relief at any time for misuse of intellectual property, breach of confidentiality, or violation of Section 5.2 (Restrictions).19.4 Equitable relief
The parties acknowledge that monetary damages may be inadequate for breach of confidentiality or intellectual-property obligations and that the non-breaching party is entitled to seek injunctive relief without posting a bond.20. General
20.1 Order of precedence
In the event of a conflict, the following order of precedence applies (highest first): (1) the DPA (where executed); (2) the Order Form; (3) these Terms.20.2 Entire agreement
These Terms (together with any Order Form, the DPA, and any policies expressly incorporated) constitute the entire agreement between the parties regarding the Service and supersede any prior or contemporaneous agreements, understandings, or representations on the subject.20.3 Amendments
We may update these Terms from time to time. The “Last updated” date at the top reflects the current version. Material changes will be communicated through the Service, by email, or as otherwise required by law, and will become effective at the start of Customer’s next renewal term unless the change is required for legal, security, or regulatory reasons (in which case the change may take effect sooner).20.4 Assignment
Customer may not assign these Terms or any Order Form, by operation of law or otherwise, without Neuroscale’s prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of Customer’s assets — provided that Customer is not in breach and the assignee is not a competitor of Neuroscale. Any attempted assignment in violation of this Section is void. Neuroscale may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.20.5 Notices
Notices to Neuroscale must be sent to legal@neuroscale.ai (with a courtesy copy to the address designated on our website). Notices to Customer may be sent through the Service, to the email associated with Customer’s account, or to the address on the Order Form.20.6 Independent contractors
The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.20.7 No waiver
Failure to enforce any provision is not a waiver. Any waiver must be in writing and signed by the waiving party.20.8 Severability
If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.20.9 Publicity
Neuroscale may identify Customer as a customer (including using Customer’s name and logo) on Neuroscale’s website and in marketing materials, subject to Customer’s brand guidelines. Customer may opt out by notifying legal@neuroscale.ai.20.10 Headings
Section headings are for convenience only and do not affect interpretation.21. Contact
- Legal / contracts: legal@neuroscale.ai
- Privacy: privacy@neuroscale.ai
- Security issues: security@neuroscale.ai
- Postal: NEUROSCALE LLC, 46175 Westlake Dr Ste 300, Sterling, VA 20165