Terms of Use

1. Introduction and Acceptance of Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you and Tally Software, Inc., a Delaware corporation doing business as Candid ("Candid," "we," "us," or "our"). By accessing or using our website, platform, applications, or any related services (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are using the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. If you do not agree to these Terms, you must not access or use our Services.

2. Description of Services

Candid operates an AI-powered recruitment and talent matching platform designed to connect job-seeking candidates ("Candidates") with companies seeking to hire talent ("Companies"). Our Services include, but are not limited to:

• Candidate profile creation and management
• AI-powered job matching and candidate-company pairing
• Resume parsing and analysis
• Candidate assessment and scoring
• Introduction facilitation between Candidates and Companies
• Recruitment coordination and placement services

Our platform utilizes artificial intelligence and machine learning technologies to analyze candidate profiles, assess potential matches, and facilitate connections between Candidates and Companies. The specific features and functionalities of the Services may change over time as we continue to develop and improve our platform.

3. User Categories and Eligibility

3.1 General Eligibility. To use our Services, you must be at least eighteen (18) years of age and capable of forming a binding contract under applicable law. By using our Services, you represent and warrant that you meet these eligibility requirements.

3.2 Candidates. If you are using our Services as a Candidate, you represent that you are genuinely seeking employment opportunities and that all information you provide is accurate and truthful. Candidates may use our Services free of charge.

3.3 Companies. If you are using our Services as a Company, you represent that you are authorized to make hiring decisions or facilitate the hiring process on behalf of your organization. Companies agree to pay applicable placement fees as described in Section 7 of these Terms.

4. Account Registration and Security

4.1 Account Creation. To access certain features of our Services, you must create an account by providing accurate, current, and complete information as prompted by our registration process. You agree to update your information promptly to keep it accurate and complete.

4.2 Account Security. You are solely responsible for maintaining the confidentiality of your account credentials, including your password. You agree to notify us immediately of any unauthorized access to or use of your account. You are responsible for all activities that occur under your account, whether or not authorized by you.

4.3 Account Accuracy. You represent and warrant that all information you provide in connection with your account and use of the Services is truthful, accurate, and not misleading. Providing false, inaccurate, or misleading information may result in immediate termination of your account and access to the Services.

5. Artificial Intelligence and Data Processing

5.1 AI-Powered Features. Our Services utilize artificial intelligence, machine learning, and automated decision-making technologies to provide various features, including but not limited to: candidate-company matching algorithms, resume parsing and analysis, candidate scoring and assessment, and recommendation systems. You acknowledge and consent to the use of these technologies in connection with your use of the Services.

5.2 Data Processing for AI. By using our Services, you consent to the processing of your data by our AI systems for the following purposes:

• Analyzing your profile, resume, and other submitted information to identify relevant job opportunities or candidates
• Generating match scores and compatibility assessments
• Creating candidate scorecards and evaluation summaries
• Improving our matching algorithms and overall service quality
• Developing and training machine learning models to enhance our Services

5.3 AI Limitations. You acknowledge that AI-generated results, recommendations, and assessments are provided as tools to assist in the recruitment process and are not guarantees of employment outcomes, candidate quality, or job fit. Human judgment should always be exercised in making final hiring or employment decisions. We do not guarantee the accuracy, completeness, or reliability of any AI-generated content or recommendations.

5.4 Model Training and Improvement. You agree that we may use anonymized and aggregated data derived from your use of the Services to train, develop, and improve our AI models and algorithms. Such use will not include personally identifiable information in a manner that could identify you specifically, except as necessary to provide the Services to you.

5.5 Automated Decision-Making. While our platform uses automated systems to facilitate matches and provide recommendations, significant decisions affecting Candidates (such as final hiring decisions) are made by Companies, not by our automated systems. Candidates have the right to request human review of any automated assessment or recommendation by contacting us at legal@trycandid.com.

6. Candidate Data Sharing and Control

6.1 Candidate Control. Candidates maintain control over whether their information is shared with Companies. Your profile information, resume, and other personal data will only be shared with a specific Company if you affirmatively accept a suggested match or introduction facilitated through our platform.

6.2 Information Shared with Companies. When you accept a suggested match, the following information may be shared with the relevant Company:

• Your resume and professional background
• Basic profile information (name, contact information, location)
• Professional skills and experience
• AI-generated assessment of potential fit and relevant qualifications
• Any additional information you have chosen to include in your profile

6.3 Protected Information. We do not share protected class information, including but not limited to race, religion, national origin, gender identity, sexual orientation, disability status, or age (except as reflected in work experience), with Companies. Our matching algorithms are designed to focus on professional qualifications and job-relevant criteria.

6.4 Withdrawal of Consent. You may withdraw from consideration for any position at any time by notifying us. However, information already shared with a Company prior to your withdrawal cannot be retrieved.

7. Fees and Payment Terms (Companies)

7.1 Candidate Services. Use of our Services by Candidates is provided free of charge. Candidates will not be required to pay any fees to access or use the platform.

7.2 Company Placement Fees. Companies agree to pay Candid a placement fee upon the successful hire of a Candidate introduced through our platform. The specific fee amount and payment terms will be set forth in a separate agreement between Candid and the Company. Placement fees are earned upon the Candidate's start date with the Company.

7.3 Guarantee Period. Candid offers a ninety (90) day guarantee period for all placements. If a placed Candidate's employment is terminated (voluntarily or involuntarily) within ninety (90) days of their start date, Candid will initiate a replacement search at no additional cost to the Company. This guarantee is subject to the Company's compliance with all payment obligations and reasonable cooperation in the replacement search process.

7.4 Payment Terms. Unless otherwise specified in a separate agreement, all fees are due within thirty (30) days of invoice. Late payments may be subject to interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

8. User Conduct and Acceptable Use

You agree not to use the Services to:

• Violate any applicable local, state, national, or international law or regulation
• Provide false, misleading, or inaccurate information about yourself, your qualifications, or your company
• Impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity
• Harass, abuse, threaten, or discriminate against any other user
• Upload, post, or transmit any content that is unlawful, harmful, defamatory, obscene, or otherwise objectionable
• Attempt to gain unauthorized access to any portion of the Services or any systems or networks connected to the Services
• Use any automated means, including robots, crawlers, or scrapers, to access the Services or collect data without our express written permission
• Interfere with or disrupt the Services or servers or networks connected to the Services
• Circumvent any measures we may use to prevent or restrict access to the Services
• Use the Services for any purpose that is competitive with Candid's business
• Solicit Candidates or Companies for purposes outside of the intended use of the platform
• Engage in any discriminatory hiring practices or make employment decisions based on protected class characteristics

9. Intellectual Property Rights

9.1 Candid's Intellectual Property. The Services, including all content, features, functionality, software, text, graphics, logos, icons, images, audio clips, data compilations, and the compilation thereof, are owned by Candid or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. The Candid name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Candid. You may not use such marks without our prior written permission.

9.2 User Content. You retain ownership of any content you submit, post, or display on or through the Services ("User Content"). By submitting User Content, you grant Candid a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content in connection with operating, providing, and improving the Services.

9.3 Feedback. If you provide us with any feedback, suggestions, or ideas regarding the Services ("Feedback"), you hereby assign to Candid all rights in such Feedback and agree that Candid shall have the right to use and fully exploit such Feedback in any manner and for any purpose, without any obligation or compensation to you.

10. Disclaimers and Limitation of Liability

10.1 Disclaimer of Warranties. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CANDID DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

10.2 No Employment Guarantees. CANDID DOES NOT GUARANTEE THAT USE OF THE SERVICES WILL RESULT IN EMPLOYMENT FOR CANDIDATES OR SUCCESSFUL HIRES FOR COMPANIES. WE DO NOT GUARANTEE THE ACCURACY OF ANY AI-GENERATED ASSESSMENTS, MATCH SCORES, OR RECOMMENDATIONS. ALL HIRING DECISIONS ARE MADE SOLELY BY COMPANIES, AND CANDID IS NOT RESPONSIBLE FOR ANY EMPLOYMENT DECISIONS OR OUTCOMES.

10.3 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CANDID, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CANDID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.4 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CANDID'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO CANDID IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

10.5 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT CANDID HAS OFFERED THE SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, AND THAT SUCH DISCLAIMERS AND LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND CANDID.

11. Indemnification

You agree to indemnify, defend, and hold harmless Candid, its affiliates, and their respective directors, officers, employees, agents, and representatives from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or the rights of any third party; (d) any User Content you submit, post, or otherwise make available through the Services; or (e) your employment relationship or interactions with any Candidate or Company through the Services.

12. Dispute Resolution and Arbitration

12.1 Informal Resolution. Before initiating any formal dispute resolution proceeding, you agree to first contact us at legal@trycandid.com and attempt to resolve the dispute informally for at least thirty (30) days.

12.2 Binding Arbitration. If we cannot resolve the dispute informally, you and Candid agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or your use of the Services (collectively, "Disputes") will be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify.

12.3 Arbitration Rules. The arbitration will be conducted by JAMS under its Comprehensive Arbitration Rules and Procedures, as modified by these Terms. The arbitration will be held in Wilmington, Delaware, or at another mutually agreed location. The arbitrator's decision will be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

12.4 Class Action Waiver. YOU AND CANDID AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. Unless both you and Candid agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

12.5 Arbitration Fees. Payment of all filing, administration, and arbitrator fees will be governed by JAMS rules. If your claim is for $10,000 or less, Candid will pay all filing, administration, and arbitrator fees. If your claim is for more than $10,000, filing, administration, and arbitrator fees will be allocated as provided by JAMS rules.

12.6 Opt-Out. You may opt out of this arbitration agreement by sending written notice of your decision to opt out to legal@trycandid.com within thirty (30) days of first accepting these Terms. Your notice must include your name, address, and a clear statement that you wish to opt out of this arbitration agreement.

13. Termination

13.1 Termination by You. You may terminate your account and stop using the Services at any time by contacting us at legal@trycandid.com or using any account deletion features available through the Services.

13.2 Termination by Candid. We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination, your right to use the Services will immediately cease.

13.3 Effect of Termination. Upon termination, all provisions of these Terms which by their nature should survive termination shall survive, including without limitation ownership provisions, warranty disclaimers, indemnification, limitations of liability, and dispute resolution provisions.

14. Modifications to Terms

We reserve the right to modify these Terms at any time in our sole discretion. If we make material changes to these Terms, we will notify you by posting the updated Terms on our website and updating the "Last updated" date at the top of these Terms. We may also provide notice through the Services or by sending you an email. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms. If you do not agree to the modified Terms, you must stop using the Services.

15. Governing Law

These Terms and any dispute arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule. Any legal action or proceeding not subject to arbitration under Section 12 shall be brought exclusively in the federal or state courts located in Wilmington, Delaware, and you hereby consent to the personal jurisdiction of such courts.

16. General Provisions

16.1 Entire Agreement. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and Candid concerning the Services and supersede all prior or contemporaneous communications, agreements, and understandings between you and Candid.

16.2 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of these Terms shall continue in full force and effect.

16.3 Waiver. No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and Candid's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

16.4 Assignment. You may not assign or transfer these Terms or any of your rights or obligations hereunder without the prior written consent of Candid. Candid may assign or transfer these Terms, in whole or in part, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their respective successors and assigns.

16.5 Notices. All notices required or permitted under these Terms shall be in writing. Notices to Candid shall be sent to legal@trycandid.com. Notices to you may be sent to the email address associated with your account or posted on the Services.

16.6 Force Majeure. Candid shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

16.7 No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.

16.8 Headings. The section headings in these Terms are for convenience only and have no legal or contractual effect.

17. Contact Information

If you have any questions about these Terms of Use, please contact us at:

Tally Software, Inc. dba Candid
Email: legal@trycandid.com