BearTalent Terms of Service

Version: 2026-05-24 Effective Date: May 24, 2026 Operated by: Van Der Wall Tech, LLC

These Terms of Service (these "Terms") are written for BearTalent customers using the Service to manage recruiting and hiring workflows. They explain Customer's responsibilities, BearTalent's responsibilities, billing rules, data handling, and risk allocation. These Terms are legally binding.

These Terms govern access to and use of the BearTalent platform, websites, applications, APIs, job application pages, workflows, communications tools, artificial intelligence-assisted features, billing features, and related services (collectively, the "Service").

The Service is owned and operated by Van Der Wall Tech, LLC ("Company," "BearTalent," "we," "us," or "our").

1. Agreement Overview and Definitions

1.1 Agreement Acceptance

By accessing or using the Service, creating an account, accepting these Terms electronically, executing an Order Form or other written agreement that references these Terms, or otherwise using the Service on behalf of an organization, you agree that the organization you represent ("Customer," "you," or "your") is bound by these Terms.

If you do not agree to these Terms, you may not access or use the Service.

1.2 Authority to Bind Customer

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms.

1.3 Scope of These Terms

These Terms apply to Customer's use of the Service for recruiting, hiring, candidate management, workflow management, interviewing, evaluation, communications, reporting, billing, and related business purposes.

These Terms are intended for BearTalent customers and business users. Applicants and Candidates may be subject to separate privacy notices, consent flows, application terms, or other applicant-facing documents.

Applicants and Candidates are not BearTalent customers by virtue of applying to a job, submitting information, participating in an interview, communicating with Customer, or otherwise interacting with Customer through the Service.

1.4 Definitions

"Account" means the Customer account through which Customer and its Authorized Users access the Service.

"Applicant," "Candidate," or "Candidate Data" means an individual, applicant, candidate, prospect, referral, or other person whose information is submitted to, stored in, processed through, contacted through, evaluated through, sourced through, or managed through the Service.

"Applicant Ingestion" has the meaning set forth in Schedule A.

"Authorized User" means an employee, contractor, representative, recruiter, hiring manager, interviewer, administrator, or other individual authorized by Customer to access the Service through Customer's Account.

"Billable Hire" or "Successful Hire" has the meaning set forth in Schedule A.

"Customer Client" means any client, customer, hiring company, affiliate, business, or third party on whose behalf Customer uses the Service, including where Customer is acting as a staffing agency, recruiting agency, search firm, consultant, fractional HR provider, RPO provider, or similar service provider.

"Customer Data" means all data, content, information, files, resumes, job postings, applications, messages, interview content, recordings, transcripts, feedback, workflows, configuration, documents, and other materials submitted to, stored in, processed through, generated through, or transmitted through the Service by or on behalf of Customer, its Authorized Users, Applicants, Candidates, Customer Clients, or third-party sources acting on behalf of Customer.

"Documentation" means any then-current user guides, support materials, product documentation, security documentation, help center content, or other written materials made available by BearTalent relating to use of the Service.

"Enterprise Agreement" means any enterprise agreement, master services agreement, order form, statement of work, pricing addendum, design partner agreement, pilot agreement, or other written agreement that is mutually agreed upon and executed by both Customer and Company.

"Order Form" means a written or electronic order, order form, online purchase flow, pricing addendum, invoice arrangement, statement of work, or other purchasing document accepted by both Customer and Company.

"Service Usage Data" means technical, statistical, operational, diagnostic, security, performance, and usage information derived from operation or use of the Service, including aggregated or deidentified data that does not identify Customer, an Authorized User, Applicant, or Candidate.

"Usage Credits" has the meaning set forth in Schedule A.

1.5 Enterprise Agreements, Order Forms, and Conflicting Terms

If Customer and Company enter into an Enterprise Agreement, master services agreement, Order Form, statement of work, pricing addendum, design partner agreement, pilot agreement, or other written agreement that is mutually agreed upon and executed by both Customer and Company, that agreement will control only to the extent it expressly modifies or conflicts with these Terms.

Any subject not expressly addressed in such executed agreement will continue to be governed by these Terms.

1.6 Customer-Provided Terms

No purchase order, vendor onboarding document, procurement portal term, click-through term, invoice note, or other Customer-provided document will modify these Terms unless Company expressly agrees to the modification in a mutually executed written agreement.

2. The Service

2.1 Service Description

BearTalent provides recruiting, applicant tracking, workflow, candidate management, communications, interview, evaluation, AI-assisted, reporting, billing, and related functionality.

The Service may include customer portals, job application pages, APIs, integrations, email and SMS tools, interview recording and transcription features, document workflows, AI-assisted features, job board functionality, reporting tools, billing tools, and other recruiting or hiring workflow features.

2.2 Access Rights

Subject to these Terms, Company grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the applicable term solely for Customer's internal recruiting, hiring, candidate-management, workflow, evaluation, and related business purposes.

Customer may use the Service only in accordance with these Terms, Documentation, applicable law, and any applicable Enterprise Agreement or Order Form.

2.3 Documentation

Company may provide Documentation for the Service. Documentation is provided for informational and operational purposes only and may be updated from time to time.

If Documentation conflicts with these Terms, these Terms control unless a mutually executed written agreement expressly states otherwise.

2.4 Service Changes

Company may add, modify, suspend, restrict, replace, discontinue, or remove features, functionality, integrations, APIs, job board connections, AI Features, workflows, reports, communications tools, recording features, or other parts of the Service at any time.

Company will use commercially reasonable efforts to avoid materially reducing core paid functionality without reasonable notice where commercially feasible. However, Company may make changes without advance notice where Company determines changes are necessary or appropriate for security, legal compliance, provider compliance, platform stability, abuse prevention, billing integrity, or protection of Company, Customer, Applicants, Candidates, third-party providers, or the Service.

2.5 No Service-Level Agreement Unless Expressly Agreed

These Terms do not include any service-level agreement, uptime commitment, response-time commitment, support commitment, support availability commitment, maintenance-window commitment, or service credit.

Company provides a service-level agreement, uptime commitment, response-time commitment, support commitment, or service credit only if expressly stated in an Enterprise Agreement, Order Form, service-level agreement, or other mutually executed written agreement.

2.6 Professional Services

Company may provide implementation, onboarding, configuration, migration, training, consulting, custom workflow, integration, or other professional services only if agreed in an Order Form, statement of work, Enterprise Agreement, or other mutually executed written agreement.

Unless expressly stated in such agreement, professional services do not include legal, HR, recruiting, tax, employment, or compliance advice.

2.7 Free Trial

BearTalent may offer a fourteen (14) day free trial.

Unless otherwise stated in a mutually executed written agreement, the free trial includes up to one hundred (100) Applicant Ingestions.

Trial access is provided for evaluation purposes only and may be limited, restricted, modified, suspended, or discontinued at any time. Trial features may not include all paid functionality.

Trial access is provided "as is" and "as available." Company has no liability, warranty obligation, service-level obligation, support obligation, or indemnification obligation for trial use to the maximum extent permitted by law.

At the end of the trial period, continued use of the Service may require activation of paid billing.

Customer remains responsible for all use of the Service during the trial period and for compliance with these Terms.

2.8 Beta, Pilot, Early Access, and Design Partner Features

Company may make beta, pilot, design partner, early access, preview, experimental, or pre-release features available to Customer.

Such features are provided for evaluation and testing purposes only, may be modified or discontinued at any time, may not be complete or error-free, and are provided "as is" without warranties, service-level commitments, support commitments, or indemnification obligations unless expressly stated in a mutually executed written agreement.

Design partner, pilot, beta, enterprise, custom-pricing, or other special commercial arrangements may be governed by separate written agreements, Order Forms, statements of work, addenda, or similar documents. Those documents control only to the extent they are mutually executed and expressly modify these Terms.

3. Accounts, Authorized Users, and Security

3.1 Account Registration

Customer must provide accurate and complete account, company, billing, and contact information and keep that information current.

Company may reject, suspend, or terminate an account where Company determines that information is inaccurate, incomplete, misleading, unlawful, fraudulent, or creates risk to Company, the Service, Applicants, Candidates, third-party providers, or other customers.

3.2 Authorized Users

Customer is responsible for ensuring that all Authorized Users are permitted to use the Service on Customer's behalf.

Customer is responsible for promptly disabling access for individuals who are no longer authorized to use the Service.

3.3 Credential Security and MFA

Customer is responsible for maintaining the confidentiality and security of usernames, passwords, authentication credentials, MFA devices, access tokens, and other login methods.

Customer must ensure that Authorized Users do not share accounts or credentials.

3.4 Unauthorized Access

Customer must promptly notify BearTalent of any suspected unauthorized access, credential compromise, security incident, or misuse of the Service.

Customer is solely responsible for all actions taken through Customer's Account, including actions by Authorized Users, administrators, contractors, integrations, third-party systems, Customer Clients, or unauthorized persons who gain access due to Customer's acts or omissions.

3.5 Authentication Providers

BearTalent may use third-party authentication providers, including AWS Cognito or other identity providers, to provide authentication, password management, MFA, recovery, and related account-security services.

Customer acknowledges that BearTalent may not directly store raw passwords and that password handling may be managed by third-party authentication infrastructure.

4. Customer Responsibilities and Acceptable Use

4.1 Customer Compliance Obligations

Customer is solely responsible for its recruiting, hiring, employment, communications, interview, candidate evaluation, job posting, applicant selection, rejection, offer, compensation, onboarding, and employment-related decisions and practices.

Customer is responsible for complying with all applicable local, state, federal, and international laws, rules, and regulations, including without limitation laws relating to employment and labor, anti-discrimination and equal opportunity, privacy and data protection, consumer protection, electronic communications, email and SMS messaging, interview recording and monitoring, background checks and screening, wage, hour, classification, compensation, applicant notices and consent, data retention and deletion, accessibility, job advertising, and hiring practices.

Customer is solely responsible for ensuring that any use of the Service by Customer, its Authorized Users, recruiters, hiring managers, interviewers, contractors, affiliates, agents, Customer Clients, and third-party systems complies with these Terms and applicable law.

4.2 Prohibited Uses

Customer may not use the Service to:

1. send unsolicited, unlawful, bulk, deceptive, harassing, abusive, or spam communications;
2. contact individuals who are not legitimate prospects, applicants, referrals, candidates, or business contacts;
3. engage in discriminatory, retaliatory, defamatory, threatening, abusive, hateful, obscene, misleading, fraudulent, or unlawful conduct;
4. post false, misleading, discriminatory, unlawful, nonexistent, or deceptive job postings;
5. solicit payments, fees, investments, purchases, or other improper consideration from Applicants or Candidates;
6. harvest or process Applicant or Candidate information for improper, unrelated, or unlawful purposes;
7. upload or process malware, viruses, malicious code, unlawful files, or harmful content;
8. impersonate another person or entity;
9. misrepresent Customer's identity, role, authority, job postings, hiring intentions, or relationship to any Applicant or Candidate;
10. avoid, reduce, delay, manipulate, or circumvent billing, Usage Credits, Successful Hire fees, overage fees, or other amounts owed;
11. process data relating to Applicants or Candidates under eighteen (18) years of age;
12. upload, request, collect, store, or process prohibited sensitive data unless expressly authorized by Company in a mutually executed written agreement.

4.3 Sensitive Data Restrictions

Unless expressly agreed by Company in a mutually executed written agreement, Customer may not use the Service to collect, upload, store, or process:

1. Social Security numbers or equivalent government identification numbers;
2. driver's license numbers, passport numbers, or government IDs;
3. financial account numbers, card numbers, bank account information, or payment credentials;
4. protected health information, medical information, disability information, genetic information, biometric information, or health-related data;
5. background checks, credit reports, criminal history reports, drug-screening results, or similar regulated screening data;
6. EEO, diversity, demographic, veteran-status, disability-status, or similar sensitive compliance data;
7. data relating to individuals under eighteen (18) years of age;
8. any information that Customer is not legally authorized to collect, process, or provide to BearTalent.

Customer is solely responsible for reviewing its job applications, forms, workflows, interview questions, and candidate communications to ensure Customer does not request or collect prohibited or unnecessary sensitive data.

4.4 Age Restrictions and Under-18 Applicants

Customer and all Authorized Users must be at least eighteen (18) years of age.

Customer may not use the Service to knowingly collect, upload, store, submit, process, contact, evaluate, or manage Applicants or Candidates under eighteen (18) years of age.

If Customer accidentally receives a resume, application, file, message, or personal information from or about an individual under eighteen (18) years of age, Customer must immediately:

1. delete the information from the Service, if Customer has the ability to do so; or
2. notify BearTalent at legal@vanderwalltech.com so that BearTalent can assist with appropriate removal or handling.

Customer may not use the Service to recruit, target, contact, process, or evaluate minors unless Company has expressly agreed in a mutually executed written agreement and Customer has obtained all required legal advice, consents, permissions, and compliance approvals.

4.5 No Legal, HR, Recruiting, Tax, Employment, or Compliance Advice

The Service, Documentation, AI Features, templates, workflows, interview kits, job descriptions, summaries, recommendations, reports, and communications do not constitute legal, tax, employment, HR, recruiting, compliance, or professional advice.

Customer is responsible for obtaining advice from qualified professionals before relying on the Service for regulated, legal, employment, tax, HR, recruiting, or compliance matters.

4.6 Candidate Qualification and Work-Authorization Verification

Customer is solely responsible for verifying Applicant and Candidate qualifications, credentials, references, employment eligibility, work authorization, licenses, background information, and suitability for any role.

BearTalent does not verify Applicant or Candidate identity, qualifications, work authorization, references, credentials, or legal eligibility for employment unless expressly stated in a mutually executed written agreement.

4.7 Anti-Bribery, Anti-Corruption, and Unlawful Business Practices

Customer may not use the Service in connection with bribery, kickbacks, improper payments, unlawful gifts, corruption, money laundering, fraud, or other unlawful business practices.

Customer may not post, promote, or support multi-level marketing schemes, pyramid schemes, commission-only roles that are misleadingly presented, fraudulent opportunities, unlawful business opportunities, or any role or opportunity that requires Applicants or Candidates to pay fees, purchase products, make investments, or provide improper consideration as a condition of consideration or employment.

4.8 No Circumvention of Safeguards

Customer may not disable, bypass, interfere with, misrepresent, or circumvent any consent flows, applicant notices, recording notices, age restrictions, security controls, malware-scanning controls, audit controls, billing controls, workflow controls, AI guardrails, or other safeguards implemented by BearTalent to support compliance with local, state, federal, or international laws.

4.9 Reasonable Limits, Rate Limits, and Abuse Controls

Company may establish, modify, enforce, or remove reasonable limits on use of the Service, with or without prior notice, including limits on logins, failed login attempts, application submissions, application rates, resume uploads, file uploads, API requests, exports, report generation, AI requests, SMS messages, email messages, job posting distribution, third-party integration calls, webhook or event traffic, automation usage, bulk imports, concurrent users, suspicious traffic, and other usage.

Company may take immediate action without prior notice where Company determines limits are necessary or appropriate for security, abuse prevention, legal compliance, provider compliance, platform stability, billing integrity, deliverability, fraud prevention, or protection of Company, Customer, Applicants, Candidates, third-party providers, or the Service.

Customer may not exceed rate limits, bypass usage limits, scrape the Service, use bots or automated tools except as expressly permitted, overload APIs, create excessive requests, or use integrations in a way that degrades, disrupts, or abuses the Service.

5. Staffing Agencies, Recruiters, and Customer Clients

5.1 Use on Behalf of Customer Clients

Customer may not post jobs, process applicants, contact candidates, or use the Service on behalf of another company, client, affiliate, staffing customer, agency customer, or third party unless Customer has all required authority, permissions, consents, and legal rights to do so and remains fully responsible for that use.

5.2 Customer Clients Are Not BearTalent Customers

Customer Clients are not customers of BearTalent unless Company enters into a separate written agreement directly with that Customer Client.

No Customer Client is a third-party beneficiary of these Terms.

5.3 Customer Responsibility for Customer Clients

Customer is solely responsible for all use of the Service by or for Customer Clients, including job postings, Applicant and Candidate data, communications, interview practices, recording practices, privacy notices, consents, billing, hiring decisions, employment decisions, data exports, deletion requests, and compliance with applicable law.

Customer is responsible for ensuring that each Customer Client has granted Customer all rights and permissions necessary for Customer to use the Service on that Customer Client's behalf.

5.4 Client Access and Misuse

If Customer permits a Customer Client to access or benefit from the Service, Customer is responsible for that Customer Client's access, activity, instructions, data, omissions, misuse, and compliance with these Terms.

Company may suspend, restrict, or terminate Customer's use of the Service for or on behalf of any Customer Client if Company determines that the use creates legal, security, privacy, operational, billing, provider-compliance, applicant, candidate, or reputational risk.

5.5 No Direct Obligations to Customer Clients

Company has no direct support, onboarding, implementation, legal, privacy, security, billing, export, deletion, service, uptime, data-processing, or other obligation to any Customer Client unless Company expressly agrees in a mutually executed written agreement with that Customer Client.

Customer is responsible for managing its own relationship, obligations, communications, agreements, notices, and disputes with Customer Clients.

5.6 Customer Client Claims

Customer agrees to defend, indemnify, and hold harmless Company from any claim, demand, dispute, loss, liability, cost, or expense arising out of or relating to any Customer Client, including Customer Client use of or access to the Service, Customer's use of the Service on behalf of a Customer Client, Customer Client data, Customer Client job postings, Customer Client hiring decisions, Customer Client privacy requests, or Customer Client disputes with Customer, Applicants, or Candidates.

6. Recruiting, Job Postings, Candidates, and Communications

6.1 Job Postings

Customer is solely responsible for all job postings, job descriptions, compensation information, requirements, qualifications, locations, employment type, remote-work designations, job codes, hiring-manager designations, recruiter designations, application questions, application forms, and related job content.

Customer must ensure that job postings are accurate, lawful, non-discriminatory, not misleading, and compliant with applicable law and third-party job board requirements made available to Customer.

6.2 Prohibited Job Opportunities

Customer may not post or promote false, misleading, discriminatory, unlawful, nonexistent, deceptive, multi-level marketing, pyramid, scam, fee-for-job, or fraudulent opportunities through the Service.

Customer may not require Applicants or Candidates to pay fees, purchase products, make investments, or provide improper consideration as a condition of consideration, interview, selection, or employment.

6.3 Applicant and Candidate Communications

Customer is solely responsible for all communications sent through or in connection with the Service, including email, SMS, interview messages, scheduling messages, notifications, templates, job communications, applicant messages, and candidate communications.

Customer must ensure that all communications comply with applicable law, are relevant to legitimate recruiting, hiring, applicant, candidate, or business purposes, are accurate and not misleading, respect opt-outs and communication preferences, and do not contain unlawful, discriminatory, harassing, defamatory, fraudulent, deceptive, or abusive content.

6.4 Email and SMS Compliance

Customer is responsible for obtaining and maintaining all consents required for email, SMS, phone, recording, transcription, and other communications.

Company may monitor, review, inspect, throttle, suspend, or restrict communications sent through the Service to enforce these Terms, prevent abuse, manage deliverability, comply with provider requirements, reduce security risk, or comply with law.

6.5 Interview Recordings, Transcripts, and Consent

The Service may include features for interview scheduling, recording, transcription, summarization, analysis, feedback, and evaluation.

BearTalent may provide applicant-facing consent flows, recording notices, or related safeguards for interview recording and transcription features. Customer acknowledges that these safeguards do not replace Customer's independent responsibility to comply with all applicable local, state, federal, and international laws relating to notice, consent, recording, monitoring, interviewing, employment, and privacy.

Before recording any interview or conversation, Customer is responsible for confirming that the Applicant or Candidate is comfortable being recorded.

If the Applicant or Candidate does not consent to recording or expresses discomfort with being recorded, Customer must immediately stop or end the recorded portion of the conversation and promptly notify BearTalent that the applicable recording should be deleted.

Customer is solely responsible for all decisions regarding whether to record, retain, use, disclose, summarize, transcribe, or delete interview recordings and transcripts, subject to applicable law and these Terms.

6.6 Offer Letters, Document Workflows, and Electronic Signatures

If the Service includes offer letters, approvals, document generation, electronic signatures, countersignatures, or similar document workflows, Customer is solely responsible for the content, accuracy, legality, enforceability, delivery, retention, and use of those documents and signatures.

BearTalent does not provide legal advice and does not represent or warrant that any document, approval, signature, offer letter, template, countersignature, or workflow will be legally valid or enforceable in any jurisdiction.

Customer is responsible for determining whether electronic signatures, offer documents, approval workflows, and related records satisfy Customer's legal, HR, employment, recordkeeping, and compliance requirements.

6.7 Applicant and Candidate Privacy Requests

If an Applicant or Candidate submits a withdrawal, deletion, access, correction, opt-out, or similar privacy request through the Service or directly to Customer, Customer is responsible for responding as required by applicable law.

Company may assist with or process such requests where required by law, where supported by the Service, or where requested by Customer, but Customer remains responsible for its own legal obligations.

6.8 Third-Party Links and Applicant-Provided Content

The Service may contain, display, process, or make available links, files, resumes, attachments, portfolios, GitHub profiles, LinkedIn profiles, social media profiles, websites, references, documents, messages, and other content submitted by Applicants, Candidates, Customer, Authorized Users, job boards, third-party integrations, Customer Clients, or external sources.

Company does not endorse, control, verify, guarantee, or assume responsibility for third-party links, applicant-provided links, applicant-provided files, third-party websites, third-party content, or external materials.

Customer is solely responsible for evaluating, opening, clicking, downloading, reviewing, relying on, or interacting with links, files, websites, profiles, documents, resumes, or other materials submitted by Applicants, Candidates, Customer, Authorized Users, Customer Clients, job boards, integrations, or third parties.

Customer assumes all risk arising from applicant-provided links, third-party links, files, attachments, websites, profiles, portfolios, documents, resumes, or other external content, including malware, phishing, inaccurate content, offensive content, unlawful content, data loss, credential theft, or other harm.

6.9 Malware Scanning and File Handling

Company may scan uploaded resumes, candidate files, documents, or other materials for malware, viruses, suspicious content, unsupported formats, or security risks.

Company may quarantine, reject, disable, delete, restrict, block, or limit access to any file, resume, document, attachment, link, or content that Company determines or suspects is infected, malicious, unsupported, suspicious, unlawful, unsafe, or otherwise inappropriate.

Malware scanning and file scanning are risk-reduction measures only. Company does not represent or warrant that scanning will detect all malware, viruses, malicious code, phishing content, unsafe links, corrupted files, suspicious materials, or security threats.

Customer remains responsible for safe handling of applicant-submitted files, links, documents, attachments, websites, portfolios, profiles, resumes, and other materials.

7. AI-Assisted Features

7.1 AI Feature Description

The Service may include artificial intelligence, machine learning, automated, algorithmic, scoring, summarization, ranking, recommendation, drafting, parsing, extraction, matching, analysis, or other AI-assisted features ("AI Features").

AI Features may generate outputs including, without limitation, resume summaries, candidate insights, scores, rankings, explanations, interview summaries, transcript summaries, job descriptions, job-posting suggestions, communications, recommendations, workflow suggestions, and other generated content.

7.2 AI Only Assists Human Decision-Makers

AI Features are provided only to assist human decision-makers.

Customer may not use AI-assisted outputs as the sole basis for hiring, rejection, compensation, promotion, employment, interviewing, discipline, termination, or other legally or materially significant decisions.

7.3 Customer Review and Responsibility

Customer is solely responsible for:

1. independent human review of all AI-assisted outputs;
2. verifying the accuracy, completeness, lawfulness, appropriateness, and usefulness of AI-assisted outputs;
3. training Authorized Users on the risks of overreliance on AI;
4. ensuring that AI-assisted outputs are used in compliance with applicable employment, anti-discrimination, privacy, data protection, and hiring laws;
5. making all final hiring, employment, candidate, compensation, and business decisions.

7.4 AI Disclaimers

Company does not represent or warrant that AI-assisted outputs are accurate, complete, unbiased, non-discriminatory, lawful, suitable, explainable, error-free, reliable, current, or appropriate for Customer's use case.

Customer is solely responsible for determining whether AI Features are appropriate for Customer's use and legal obligations.

7.5 Third-Party AI Providers

AI Features may use third-party AI, machine learning, model, infrastructure, or data-processing providers.

Customer acknowledges that Customer Data may be shared with such providers as necessary to provide AI Features.

Company is not making, and these Terms do not include, a commitment that AI providers will not use data for model training unless such commitment is expressly stated in a mutually executed written agreement or applicable data processing agreement.

8. Customer Data, Privacy, and Security

8.1 Customer Data Ownership

Customer retains ownership of Customer Data.

Customer is solely responsible for the accuracy, quality, legality, reliability, appropriateness, and completeness of Customer Data.

8.2 BearTalent License to Process Customer Data

Customer grants Company a worldwide, non-exclusive, royalty-free, sublicensable right and license to host, store, copy, process, transmit, display, analyze, secure, monitor, transform, and otherwise use Customer Data as necessary or useful to:

1. provide, operate, maintain, secure, support, and improve the Service;
2. process applications, resumes, candidate files, job postings, workflows, messages, interview content, recordings, transcripts, and related materials;
3. provide AI-assisted features, search, matching, insights, reporting, summaries, and workflow automation;
4. provide billing, usage tracking, account administration, audit, security, and support;
5. communicate with Customer, Authorized Users, Applicants, Candidates, Customer Clients, and third-party providers as part of the Service;
6. comply with applicable law, legal process, security obligations, audit requirements, and these Terms;
7. develop, improve, and enhance the Service, provided that any use of Customer Data for aggregated or deidentified analytics will not identify Customer, Authorized Users, Applicants, or Candidates.

Customer represents and warrants that it has all rights, permissions, notices, consents, and lawful bases necessary to provide Customer Data to Company and to permit Company to process Customer Data as described in these Terms.

8.3 Data Collected and Processed Through the Service

Depending on Customer's use of the Service, BearTalent may collect, store, or process categories of data including, without limitation:

1. company and account information, such as company name, legal name, account slug, industry, website, domain, address, city, region, postal code, country, timezone, locale, status, and marketing attribution;
2. Authorized User information, such as name, job title, email, phone, role, permissions, user status, login activity, avatar metadata, availability settings, and marketing attribution;
3. Applicant and Candidate information, such as name, email, phone, resume, resume URL, current title, current company, location, timezone, social profile URLs, portfolio URLs, website URLs, consent status, communications, application status, source, compensation expectations, SMS consent, workflow status, and application timestamps;
4. job and workflow information, such as job title, job description, department, compensation ranges, employment type, location, hiring manager, recruiter, job status, workflow steps, interview kits, interview evaluations, notes, and offer-related information;
5. communication information, such as email messages, SMS messages, notifications, templates, message metadata, delivery information, and related candidate communications;
6. interview information, such as interview scheduling data, recordings, transcripts, notes, feedback, evaluations, interviewer responses, and related metadata;
7. billing information, such as billing contacts, billing email, billing name, payment method metadata, payment provider customer identifiers, invoice information, billing status, payment attempts, Usage Credits, overages, Successful Hire events, and pricing-cycle information;
8. audit, security, and usage information, such as login events, action audit records, IP addresses, user agents, auth provider data, auth subject identifiers, request IDs, source identifiers, object references, failure reasons, and system logs;
9. attribution and third-party source information, such as job board names, board URLs, landing URLs, referrer URLs, UTM parameters, click IDs, anonymous IDs, session IDs, raw attribution payloads, integration payloads, and provider payloads;
10. AI-related information, such as prompts, requests, responses, generated outputs, model names, prompt versions, parsed responses, resume source text, profile source data, token usage, scores, explanations, summaries, recommendations, feedback, and related processing metadata.

Additional details about BearTalent's privacy practices may be provided in applicable privacy policies, applicant notices, data processing terms, or other written agreements.

8.4 Customer Privacy Obligations

Customer is responsible for providing all notices, obtaining all consents, and establishing all lawful bases required for Customer's collection, submission, use, disclosure, and processing of Customer Data through the Service.

Customer is responsible for ensuring that job postings, application flows, consent language, privacy notices, data retention practices, communications, interview processes, recording practices, and candidate workflows comply with applicable law.

8.5 Data Processing Agreements and Privacy Addenda

Company may make separate privacy policies, data processing agreements, applicant notices, subprocessors lists, or security materials available.

To the extent Customer and Company execute a data processing agreement or similar privacy addendum, that agreement will govern its express subject matter.

If required by applicable law or mutually agreed by the parties, the parties may enter into a data processing agreement, privacy addendum, or similar agreement governing processing of personal data. Such agreement will control only as to its express subject matter.

If Customer uses the Service in a jurisdiction requiring additional privacy, data transfer, or data processing terms, Customer must notify Company and enter into appropriate written terms before using the Service in a way that requires such terms.

8.6 Subprocessors and Service Providers

Customer authorizes Company to use affiliates, contractors, vendors, service providers, subprocessors, infrastructure providers, payment processors, communication providers, AI providers, analytics providers, authentication providers, integration providers, and other third parties as necessary or appropriate to provide, secure, support, improve, and operate the Service.

8.7 Data Security

Company will use commercially reasonable administrative, technical, and organizational measures designed to protect Customer Data against unauthorized access, loss, misuse, alteration, or disclosure.

Customer acknowledges that no system, network, service, software, storage system, AI provider, internet transmission, authentication process, or security control is completely secure.

Company does not guarantee that Customer Data will never be accessed, disclosed, lost, corrupted, unavailable, delayed, altered, or subject to unauthorized intrusion.

Customer is responsible for configuring the Service appropriately, managing Authorized User access, using strong authentication practices, maintaining secure devices and networks, and promptly notifying Company of suspected security issues.

8.8 Security Incident Notices

Company will notify Customer of a security incident involving Customer Data as required by applicable law or any applicable data processing agreement.

Customer is responsible for maintaining accurate security, administrator, billing, and legal contact information so Company can provide notices when required.

8.9 Data Retention, Deletion, and Export

Company may retain Customer Data for the duration of Customer's use of the Service and thereafter as necessary or appropriate for legal, audit, compliance, security, backup, fraud-prevention, billing, dispute-resolution, operational, and legitimate business purposes.

Upon termination or cancellation, Customer may request deletion of Customer Data in writing within thirty (30) days after account termination.

Customer may request an export of Customer Data within thirty (30) days after termination. Company will use commercially reasonable efforts to provide export data in a standard format, such as CSV, JSON, PDF, or another reasonable format determined by Company.

Company may condition post-termination data export assistance on Customer's payment of all undisputed amounts then due.

After the thirty (30) day post-termination period, Company has no obligation to maintain Customer Data in an exportable format or provide additional exports.

Company may retain or delete Customer Data at its discretion after the applicable request period, subject to applicable law, backup practices, audit requirements, and legitimate business needs.

Deletion may not be immediate and may not include data retained in backups, logs, audit records, billing records, security records, legal archives, or deidentified or aggregated data.

8.10 Aggregated and Deidentified Data

Company may create, use, analyze, disclose, and commercialize Service Usage Data and aggregated or deidentified data for any lawful business purpose, including without limitation analytics, benchmarking, product improvement, security, operations, research, reporting, pricing, forecasting, and business planning.

Company will not use aggregated or deidentified data in a way that identifies Customer, an Authorized User, Applicant, or Candidate unless permitted by Customer, these Terms, or applicable law.

9. Third-Party Services, Job Boards, and Integrations

9.1 Third-Party Service Dependencies

The Service may interoperate with or rely on third-party services, including without limitation cloud infrastructure providers, payment processors, email providers, SMS providers, analytics providers, authentication providers, artificial intelligence and machine learning providers, job boards, calendar providers, video, recording, transcription, or communications providers, integration partners, applicant-source providers, and other third-party software, APIs, services, systems, websites, or platforms.

Customer acknowledges that third-party services may be subject to separate terms, policies, fees, limitations, outages, processing practices, data practices, and availability constraints.

9.2 Customer-Enabled Integrations

Customer is responsible for any integrations, credentials, permissions, configurations, data flows, or third-party accounts Customer enables or connects to the Service.

Customer represents that it has all rights and permissions necessary to connect third-party systems to the Service and to permit data to be transmitted between the Service and those systems.

9.3 Third-Party Terms Made Available to Customer

Customer is responsible for complying with third-party terms, policies, rules, and requirements that are made available to Customer, linked within the Service, included in Documentation, displayed during an integration or feature setup flow, provided in an Order Form or Enterprise Agreement, or otherwise communicated by Company in writing.

9.4 Provider Requirements and Platform Rules

Customer acknowledges that certain Service features depend on third-party providers, including job boards, communication providers, payment processors, authentication providers, AI providers, cloud infrastructure providers, calendar providers, and integration partners.

Company may suspend, restrict, disable, remove, reject, delay, modify, or terminate access to any feature, integration, job posting, communication channel, payment method, workflow, or third-party-connected functionality if Company determines, in its sole discretion, that doing so is necessary or appropriate to comply with third-party provider requirements, applicable law, security requirements, platform rules, deliverability requirements, payment processor requirements, job board requirements, or to protect Company, Customer, Applicants, Candidates, third-party providers, or the Service.

9.5 Job Board and Integration Risk

Company does not control and is not responsible for third-party services, third-party websites, third-party job boards, third-party integrations, third-party content, third-party outages, third-party rejections, third-party delays, third-party policy changes, or third-party provider conduct.

Company is not responsible for any job posting being rejected, delayed, removed, expired, modified, not displayed, not indexed, not distributed, or not accepted by any job board, search engine, third-party site, integration partner, or external provider.

Company is not responsible for any third-party provider's refusal, rejection, delay, suspension, removal, policy change, outage, fee, limitation, or requirement, including any job board's refusal to publish or continue publishing a job posting, any communication provider's refusal to send or deliver a message, any payment processor's refusal to process a payment, or any integration provider's restriction of access.

9.6 Suspension or Restriction for Provider Compliance

Company may suspend, restrict, modify, or terminate Customer's access to the Service or any portion of the Service if required or requested by a third-party provider, if Customer's use may violate third-party provider requirements, or if Company determines that continued use may create legal, security, deliverability, billing, operational, platform, or provider-compliance risk.

9.7 No Endorsement

Company does not endorse, control, verify, guarantee, or assume responsibility for any third-party service, job board, integration, website, provider, content, or external material.

10. Billing, Pricing, Usage Credits, and Payment

10.1 Fees and Payment

Customer agrees to pay all fees associated with Customer's use of the Service.

Unless otherwise stated in an Enterprise Agreement, Order Form, pricing addendum, or other mutually executed written agreement:

1. billing is conducted monthly in arrears;
2. invoices may be issued on or around the first (1st) day of each calendar month for services consumed during the prior billing period;
3. fees are payable in U.S. dollars;
4. fees are non-refundable except where required by law or expressly stated in a mutually executed written agreement;
5. fees are exclusive of taxes, duties, levies, assessments, and similar governmental charges;
6. Customer is responsible for all applicable taxes, duties, levies, assessments, and similar charges, except taxes based on Company's net income.

Invoices may be made available through the Service, through a billing dashboard, by email, through a third-party billing provider, or by other reasonable means.

Company may modify pricing, plans, included usage, overage rates, billing rules, or billing methods upon reasonable notice, unless otherwise restricted by an Enterprise Agreement or Order Form.

10.2 Pricing and Usage Terms

Additional pricing and usage terms are set forth in Schedule A: Pricing, Usage Credits, Applicant Ingestions, and Successful Hires, which is part of these Terms.

If Schedule A conflicts with a mutually executed Enterprise Agreement, Order Form, pricing addendum, or other written agreement, the mutually executed agreement controls only to the extent it expressly modifies or conflicts with Schedule A.

10.3 Payment Information

Customer agrees to maintain valid billing, payment, and contact information at all times.

If Customer pays by card, ACH, invoice, third-party payment provider, or other payment method, Customer authorizes Company and its payment processors to charge or invoice Customer for all amounts due.

10.4 Invoice Disputes

Customer must notify Company in writing of any invoice dispute within thirty (30) days after the invoice is issued.

If Customer does not dispute an invoice within that period, the invoice will be deemed accepted, except to the extent prohibited by law.

Customer must pay all undisputed amounts when due.

10.5 Late Fees and Interest

To the extent permitted by law, overdue amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

Customer is responsible for reasonable costs incurred by Company to collect overdue amounts.

10.6 Payment Failures and Suspension

If payment fails, Company may retry billing periodically until payment is successful.

If any amount is past due, Company may notify Customer, restrict billing-sensitive features, suspend or limit access to the Service, pause usage, integrations, communications, job postings, AI features, recording features, or other functionality, terminate the Service, and pursue all available legal and collection remedies.

Accounts with outstanding balances may be suspended, restricted, or terminated. Access may be restored upon successful payment of all outstanding amounts, subject to Company's discretion and any applicable legal or security restrictions.

Suspension, restriction, cancellation, or termination does not relieve Customer of the obligation to pay amounts owed.

10.7 Non-Payment, Collections, and Chargebacks

Failure to pay amounts due may result in suspension, restriction, termination, collections, and legal action.

Company may engage third-party collection agencies, attorneys, payment processors, or other service providers to collect unpaid amounts.

Customer agrees to pay all reasonable costs of collection, including collection agency fees, attorneys' fees, court costs, payment processor fees, bank fees, chargeback fees, and other costs incurred in collecting amounts owed.

Customer agrees to work directly and in good faith with Company to resolve billing disputes before initiating any chargeback, payment reversal, bank dispute, payment processor dispute, or similar action.

If Customer initiates a chargeback, reversal, or payment dispute without first attempting in good faith to resolve the dispute with Company, Company may immediately suspend or terminate access to the Service and treat the action as a material breach of these Terms.

11. Suspension, Cancellation, and Termination

11.1 Suspension Rights

Company may suspend or restrict access to the Service if Company reasonably believes Customer's use creates security risk, legal risk, operational risk, platform abuse, billing abuse, data-integrity risk, provider-compliance risk, or risk of harm to Company, Applicants, Candidates, other customers, third-party providers, or the Service.

11.2 Suspension for Legal, Security, Provider, or Platform Risk

Company may suspend, restrict, or terminate Customer's access to the Service if Customer breaches these Terms, fails to pay amounts due, creates legal, security, privacy, operational, platform, applicant, candidate, billing, or reputational risk, uses the Service unlawfully or abusively, attempts to circumvent safeguards, billing controls, or compliance controls, or if continued provision of the Service becomes unlawful, impractical, insecure, or commercially unreasonable.

Company may also suspend, restrict, or terminate access where required or requested by law, third-party provider requirement, court order, regulator, payment processor, job board, infrastructure provider, or other authority.

11.3 Customer Cancellation

Customer may cancel the Service by providing written notice to Company by email to legal@vanderwalltech.com or by mail to the notice address listed in Section 14.2.

Cancellation will be processed within seven (7) days after Company's receipt of the written cancellation notice.

Unless otherwise stated in a mutually executed written agreement, BearTalent does not require On-Demand Customers to prepay for future usage. At the time of cancellation, all outstanding balances become immediately due and payable, including without limitation platform fees, Successful Hire fees, Applicant Ingestion overages, SMS overages, recorded interview overages, taxes, collection costs, and any other accrued amounts.

11.4 Company Termination

Company may terminate Customer's access to the Service for breach of these Terms, non-payment, unlawful use, abuse, risk to the Service, risk to third-party providers, or any other basis described in these Terms.

Company may also terminate or discontinue the Service for convenience upon reasonable notice where commercially feasible.

11.5 Effect of Termination

Upon termination:

1. Customer's right to access and use the Service ceases;
2. Customer must stop using the Service;
3. all outstanding amounts become immediately due and payable;
4. Customer remains responsible for all accrued payment obligations;
5. provisions intended to survive termination will survive.

11.6 Post-Cancellation Obligations

Cancellation, suspension, restriction, or termination does not relieve Customer of responsibility for fees incurred before the effective cancellation date, Successful Hire fees arising before cancellation, Successful Hire fees arising within the 180-day post-cancellation anti-circumvention period described in Schedule A, usage overages incurred before cancellation, taxes and collection costs, or any other obligation that accrued before cancellation or that survives cancellation.

Company may retain Customer Data after cancellation as described in these Terms, applicable privacy policies, data processing terms, legal obligations, audit requirements, backup practices, and operational requirements.

12. Intellectual Property, Feedback, and Publicity

12.1 BearTalent Intellectual Property

Company and its licensors own all right, title, and interest in and to the Service, including without limitation all software, code, workflows, user interfaces, designs, templates, forms, APIs, documentation, algorithms, models, prompts, AI workflows, analytics, reports, dashboards, databases, systems, trademarks, logos, service marks, trade names, improvements, modifications, derivative works, and related intellectual property.

Except for the limited access rights expressly granted in these Terms, Customer receives no right, title, or interest in or to the Service or Company's intellectual property.

12.2 Restrictions on BearTalent IP

Customer may not remove, obscure, or alter any proprietary notices, trademarks, service marks, logos, or attribution displayed in or through the Service.

Customer may not use Company's trademarks, logos, service marks, or branding except as expressly permitted by Company in writing.

12.3 Customer Data

Customer retains ownership of Customer Data, subject to the licenses granted in these Terms.

12.4 Feedback

If Customer, Authorized Users, Applicants, Candidates, or Customer Clients provide ideas, suggestions, requests, comments, improvements, recommendations, bug reports, feature requests, or other feedback relating to the Service ("Feedback"), Customer grants Company a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable right to use, copy, modify, distribute, disclose, commercialize, incorporate, and otherwise exploit such Feedback for any purpose without restriction, attribution, or compensation.

Company has no obligation to treat Feedback as confidential.

12.5 Customer Name and Logo

Company may identify Customer as a BearTalent customer and may use Customer's name, trademarks, and logo in customer lists, sales materials, investor materials, website references, and business development materials.

Customer may revoke this permission by providing written notice to Company. After receiving such notice, Company will use commercially reasonable efforts to remove Customer's name and logo from future public-facing materials.

Company is not required to remove historical, archived, already-distributed, internal, investor, legal, accounting, or backup materials unless required by law or expressly agreed in writing.

13. Confidentiality, Disclaimers, Indemnity, Release, and Liability

13.1 Confidential Information

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Customer's Confidential Information includes Customer Data.

Company's Confidential Information includes the Service, non-public features, non-public pricing, security information, technical information, product plans, business plans, workflows, Documentation, these Terms, and any Order Form or Enterprise Agreement.

Confidential Information does not include information that is or becomes publicly available without breach of these Terms, was known by the receiving party without confidentiality obligation before disclosure, is received lawfully from a third party without confidentiality obligation, or is independently developed without use of or reference to the disclosing party's Confidential Information.

13.2 Confidentiality Obligations

Each party will use reasonable care to protect the other party's Confidential Information and will use Confidential Information only to perform or exercise rights under these Terms.

The receiving party may disclose Confidential Information to employees, contractors, advisors, attorneys, accountants, affiliates, subprocessors, and service providers who need access for purposes consistent with these Terms and who are bound by confidentiality obligations at least as protective as those in these Terms.

13.3 Required Disclosures

The receiving party may disclose Confidential Information where required by law, court order, subpoena, regulator, governmental authority, or legal process, provided that the receiving party gives prompt notice to the disclosing party where legally permitted.

13.4 Disclaimers of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, TRIAL SERVICES, AI FEATURES, RECORDING FEATURES, TRANSCRIPTION FEATURES, COMMUNICATION FEATURES, JOB BOARD FEATURES, INTEGRATIONS, REPORTING, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS."

COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, SECURITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT:

1. THE SERVICE WILL BE UNINTERRUPTED, SECURE, TIMELY, ERROR-FREE, OR AVAILABLE AT ALL TIMES;
2. CUSTOMER DATA WILL NEVER BE LOST, DAMAGED, CORRUPTED, DELAYED, DISCLOSED, ACCESSED, OR UNAVAILABLE;
3. APPLICANT DATA, RESUMES, LINKS, FILES, PROFILES, REFERENCES, OR THIRD-PARTY CONTENT WILL BE ACCURATE, COMPLETE, LAWFUL, SAFE, MALWARE-FREE, OR RELIABLE;
4. AI OUTPUTS WILL BE ACCURATE, COMPLETE, UNBIASED, NON-DISCRIMINATORY, LAWFUL, RELIABLE, SUITABLE, OR ERROR-FREE;
5. JOB POSTINGS WILL BE ACCEPTED, DISPLAYED, INDEXED, DISTRIBUTED, OR REMAIN AVAILABLE ON ANY JOB BOARD OR THIRD-PARTY SITE;
6. EMAILS, SMS MESSAGES, NOTIFICATIONS, OR COMMUNICATIONS WILL BE DELIVERED, OPENED, READ, OR ACTED UPON;
7. RECORDINGS OR TRANSCRIPTS WILL BE COMPLETE, ACCURATE, AVAILABLE, OR ERROR-FREE;
8. MALWARE SCANNING WILL DETECT ALL MALICIOUS FILES, UNSAFE LINKS, OR SECURITY THREATS;
9. USE OF THE SERVICE WILL RESULT IN APPLICANTS, INTERVIEWS, OFFERS, HIRES, REVENUE, COMPLIANCE, OR BUSINESS OUTCOMES;
10. THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS.

CUSTOMER USES THE SERVICE AT CUSTOMER'S OWN RISK.

13.5 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OPPORTUNITIES, LOST GOODWILL, LOSS OF DATA, DATA CORRUPTION, BUSINESS INTERRUPTION, REPUTATIONAL HARM, PROCUREMENT OF SUBSTITUTE SERVICES, OR CANDIDATE, APPLICANT, EMPLOYEE, CUSTOMER CLIENT, OR THIRD-PARTY CLAIMS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, CUSTOMER'S USE OF THE SERVICE, CUSTOMER DATA, APPLICANT DATA, AI FEATURES, THIRD-PARTY SERVICES, BILLING, OR ANY RELATED MATTER WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO COMPANY FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations in this Section apply even if any remedy fails of its essential purpose.

Nothing in these Terms limits Customer's obligation to pay amounts owed to Company.

Some jurisdictions do not allow certain limitations of liability. In such jurisdictions, Company's liability will be limited to the maximum extent permitted by law.

13.6 Indemnification

Customer agrees to defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, contractors, agents, licensors, service providers, successors, and assigns from and against any claims, demands, actions, investigations, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

1. Customer's access to or use of the Service;
2. Customer Data;
3. Applicant or Candidate claims;
4. Customer Client claims;
5. Customer's recruiting, hiring, employment, interview, evaluation, selection, rejection, offer, compensation, onboarding, or employment decisions;
6. Customer's job postings, communications, workflows, interview questions, evaluation criteria, or application forms;
7. Customer's failure to comply with applicable law;
8. Customer's failure to provide notices or obtain consents;
9. Customer's failure to comply with recording, transcription, communication, privacy, or employment laws;
10. Customer's use of AI Features or reliance on AI outputs;
11. Customer's violation of these Terms;
12. Customer's infringement, misappropriation, or violation of intellectual property, privacy, publicity, confidentiality, or other rights;
13. Customer's use of third-party services, job boards, integrations, applicant links, files, resumes, attachments, websites, or external content;
14. Customer's failure to pay amounts owed;
15. Customer's circumvention or attempted circumvention of billing, compliance, security, safety, legal, or platform safeguards;
16. Customer's use of the Service on behalf of a Customer Client.

Company may assume exclusive control of the defense and settlement of any matter subject to indemnification. Customer may not settle any claim in a way that admits fault by Company, imposes obligations on Company, or affects Company's rights without Company's prior written consent.

13.7 Waiver and Release

Customer acknowledges that Company does not control Customer's hiring decisions, candidate communications, job postings, applicant evaluations, employment practices, third-party links, applicant-provided content, Customer Clients, or third-party services.

To the maximum extent permitted by law, Customer releases Company from claims, damages, liabilities, losses, and expenses arising out of or relating to:

1. Customer's hiring, recruiting, employment, interview, offer, selection, rejection, or compensation decisions;
2. disputes between Customer and Applicants, Candidates, employees, contractors, recruiters, hiring managers, Customer Clients, or third parties;
3. Customer Data or Customer-provided content;
4. applicant-provided links, files, resumes, attachments, portfolios, profiles, websites, references, or content;
5. third-party job boards, integrations, providers, websites, or services;
6. Customer's reliance on AI outputs, scoring, summaries, recommendations, or other AI-assisted content;
7. Customer's failure to comply with law;
8. Customer's failure to obtain required consents or provide required notices;
9. Customer's use of the Service at Customer's own risk.

14. General Legal Terms

14.1 Modifications to These Terms and Acceptance Records

Company may update these Terms from time to time.

Company may provide notice of material updates through the Service, by email, through an account administrator, by posting updated Terms, or by other reasonable means.

Continued access to or use of the Service after updated Terms become effective constitutes acceptance of the updated Terms.

If Customer does not agree to updated Terms, Customer must stop using the Service and may cancel as provided in these Terms.

Company may require acceptance of updated terms, policies, consents, or notices before allowing continued access to the Service.

Company may record acceptance events and related metadata, including user, account, timestamp, IP address, user agent, document type, document version, acceptance event, and related audit information.

14.2 Notices

Customer may send legal notices, cancellation notices, billing disputes, data deletion requests, data export requests, and other formal notices to Company at:

Van Der Wall Tech, LLC 501 Union St Ste 545 PMB 674791 Nashville, Tennessee 37219-1876 US

Email: legal@vanderwalltech.com

Company may send notices to Customer through the Service, by email to Customer's account owner, administrator, billing contact, legal contact, or other contact information provided by Customer, or by other reasonable means.

Notices sent by email are deemed received twenty-four (24) hours after sending unless the sender receives an automated notice of non-delivery.

Notices sent by mail are deemed received three (3) business days after mailing.

14.3 Governing Law and Venue

These Terms are governed by the laws of the State of Tennessee, without regard to conflict-of-law principles.

Customer agrees that any dispute, claim, or proceeding arising out of or relating to these Terms, the Service, Customer's use of the Service, or the relationship between Customer and Company must be brought exclusively in the state courts located in Wilson County, Tennessee, or, if federal jurisdiction exists, in the federal courts with jurisdiction over Wilson County, Tennessee.

Customer consents to personal jurisdiction and venue in those courts and waives any objection to such jurisdiction or venue, including objections based on inconvenient forum.

14.4 No Arbitration Unless Separately Agreed

These Terms do not require arbitration, and no dispute under these Terms will be required to be resolved by binding arbitration unless Customer and Company later enter into a mutually executed written agreement expressly requiring arbitration.

14.5 Assignment

Customer may not assign, transfer, delegate, or sublicense these Terms or Customer's rights or obligations under these Terms without Company's prior written consent. Any attempted assignment in violation of this Section is void.

Company may assign, transfer, or delegate these Terms, in whole or in part, without Customer's consent in connection with a merger, acquisition, financing, corporate reorganization, sale of assets, change of control, affiliate transfer, or by operation of law.

These Terms bind and benefit the parties and their permitted successors and assigns.

14.6 Force Majeure

Company will not be liable for any delay, failure, or default in performance caused by events beyond Company's reasonable control, including without limitation acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, epidemics, pandemics, government action, court orders, power failures, internet failures, telecommunications failures, cloud provider failures, payment processor failures, third-party provider failures, job board failures, cyberattacks, denial-of-service attacks, security incidents, or other events beyond Company's reasonable control.

Force majeure does not excuse Customer's obligation to pay amounts due.

14.7 Severability

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

The invalid, illegal, or unenforceable provision will be interpreted or modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent as closely as possible.

14.8 No Waiver

Company's failure or delay in exercising any right, power, or remedy under these Terms does not waive that right, power, or remedy.

No waiver is effective unless made in writing by an authorized representative of Company.

A waiver of one breach does not waive any other breach.

14.9 Independent Contractors

The parties are independent contractors.

Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, employment, franchise, or representative relationship between Customer and Company.

Neither party has authority to bind the other except as expressly stated in a mutually executed written agreement.

14.10 Export Compliance and Sanctions

Customer may not use, export, re-export, transfer, or provide access to the Service in violation of U.S. export control laws, sanctions laws, or other applicable trade restrictions.

Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions and is not identified on any U.S. government restricted party list.

Customer may not use the Service for any prohibited end use.

14.11 No Third-Party Beneficiaries

Except as expressly stated in these Terms, there are no third-party beneficiaries to these Terms.

Applicants, Candidates, Customer Clients, affiliates, recruiters, hiring managers, employees, contractors, vendors, job boards, and third-party providers are not third-party beneficiaries of these Terms unless Company expressly agrees otherwise in a mutually executed written agreement.

14.12 Entire Agreement

These Terms, together with any mutually executed Enterprise Agreement, Order Form, data processing agreement, privacy addendum, statement of work, pricing addendum, or other written agreement that expressly references these Terms, constitute the entire agreement between Customer and Company regarding the Service.

These Terms supersede all prior or contemporaneous agreements, proposals, understandings, representations, and communications regarding the Service, except to the extent a mutually executed written agreement expressly states otherwise.

14.13 Survival

Any provision that by its nature should survive expiration, cancellation, or termination will survive, including without limitation provisions relating to payment obligations, Successful Hire fees, overages, billing disputes, taxes, collections, Customer Data, data retention, confidentiality, intellectual property, Feedback, aggregated and deidentified data, warranty disclaimers, limitation of liability, indemnification, waiver and release, governing law, venue, notices, severability, no waiver, and miscellaneous terms.

14.14 Questions

Questions about these Terms may be sent to legal@vanderwalltech.com.

Schedule A: Pricing, Usage Credits, Applicant Ingestions, and Successful Hires

This Schedule A is part of the Terms.

If this Schedule A conflicts with a mutually executed Enterprise Agreement, Order Form, pricing addendum, statement of work, design partner agreement, pilot agreement, or other written agreement, the mutually executed agreement controls only to the extent it expressly modifies or conflicts with this Schedule A.

A.1 On-Demand Pricing

Unless otherwise stated in an Enterprise Agreement, Order Form, pricing addendum, or other mutually executed written agreement, BearTalent's On-Demand pricing includes:

1. a monthly platform fee of $249 per month;
2. unlimited Authorized Users;
3. unlimited job postings;
4. Successful Hire fees based on estimated annual Successful Hire volume;
5. included Usage Credits;
6. usage overage fees for usage beyond included credits.

A.2 Successful Hire Fee Tiers

Successful Hire fees are billed using the following graduated tiers, unless otherwise stated in a mutually executed written agreement:

| Annual Successful Hire Volume | Fee | | --- | ---: | | Successful Hires 1-3 | $950 per Successful Hire | | Successful Hires 4-10 | $700 per Successful Hire | | Successful Hires 11-25 | $500 per Successful Hire | | Successful Hires 26-50 | $350 per Successful Hire | | Successful Hires 51+ | Subject to an Enterprise Agreement, annual contract, Order Form, pricing addendum, or other mutually executed written agreement |

For 51 or more annual Successful Hires, Company may require Customer to enter into an Enterprise Agreement, annual contract, Order Form, pricing addendum, or other mutually executed written agreement before continuing high-volume use, additional processing, or additional billable hiring functionality.

Company may recommend or require an annual contract, Enterprise Agreement, or custom pricing arrangement for high-volume usage, predictable annual hiring volume, enterprise SSO, invoice billing, custom terms, or other enterprise features.

A.3 Usage Credits

Each paid Customer receives an initial Usage Credit allocation upon billing activation equal to the first Successful Hire allocation:

1. 1,000 Applicant Ingestions;
2. 250 SMS segments;
3. 35 recorded interview hours.

Additional Usage Credits accrue as Successful Hires occur, unless otherwise stated in a mutually executed written agreement. Each additional Successful Hire may add another Usage Credit allocation of:

1. 1,000 Applicant Ingestions;
2. 250 SMS segments;
3. 35 recorded interview hours.

Usage Credits are pooled across Customer's Account and may be used across all jobs, Applicants, Candidates, Authorized Users, and workflows within Customer's Account.

Usage Credits expire at the end of Customer's applicable annual pricing cycle or annual billing cycle and do not roll over unless expressly stated in a mutually executed written agreement.

Unused Usage Credits have no cash value, are not refundable, are not transferable, and may not be redeemed for cash, credits, refunds, or other services except as expressly agreed in writing by Company.

A.4 Overage Fees

Overages are billed in the stated billing units.

Unless otherwise stated in a mutually executed written agreement:

1. Applicant Ingestion overages are billed at $0.25 per Applicant Ingestion;
2. SMS overages are billed at $5 per block of 100 SMS segments, or any portion thereof;
3. recorded interview overages are billed at $10 per block of 10 recorded interview hours, or any portion thereof.

SMS billing is based on SMS segments, not messages. A single message may contain multiple SMS segments depending on carrier, provider, encoding, message length, attachments, links, templates, or other technical factors.

Recorded interview usage is measured by recorded duration. After included recorded interview credits are exhausted, usage is rounded up to the next billable 10-hour block.

For example, one SMS segment over the included credits results in one additional 100-segment overage block, and one recorded interview hour over the included credits results in one additional 10-hour recorded-interview overage block.

A.5 Applicant Ingestions

An Applicant Ingestion means the processing of an applicant, candidate, resume, application, profile, submission, or candidate record through the Service.

Applicant Ingestion includes, without limitation, processing that occurs when:

1. Customer manually uploads a resume, application, candidate profile, or candidate record;
2. an Applicant applies through jobs.beartalent.tech or another BearTalent-hosted application flow;
3. an Applicant or Candidate is submitted through a third-party source, integration, job board, partner, affiliate, referral source, or other channel connected to or supported by BearTalent on behalf of Customer;
4. Customer imports, syncs, submits, or otherwise causes Applicant or Candidate data to be processed through the Service.

Each application to a distinct role counts as a separate Applicant Ingestion.

If the same person applies to the same role multiple times, that person will count as one Applicant Ingestion for that role, unless the application is materially reprocessed, manually duplicated, imported through a separate source, submitted through a third-party source in a way that creates a separate candidate record, or otherwise treated as a new candidate record due to Customer action, third-party submission behavior, or data-integrity limitations.

Customer may not manipulate applicant records, duplicate records, delete records, misclassify roles, alter workflows, or route submissions outside the Service to avoid Applicant Ingestion fees, overage fees, Usage Credit consumption, or other amounts owed.

A.6 Successful Hires and Billable Hires

A Successful Hire or Billable Hire occurs when any Applicant, Candidate, prospect, referral, or other person who was stored in, submitted to, processed through, contacted through, evaluated through, sourced through, managed through, or otherwise associated with BearTalent is selected, advanced to final selection, extended an offer, accepts an offer, begins work, is retained, is engaged, or is otherwise hired by Customer, Customer's affiliate, Customer Client, or another party acting through or on behalf of Customer.

A Successful Hire includes, without limitation, any Applicant or Candidate marked or treated as:

1. selected;
2. offer_extended;
3. offer_accepted;
4. hired;
5. any equivalent workflow step, external system status, manual update, offer event, engagement event, final-selection event, start-work event, retention event, or business outcome indicating that the Applicant or Candidate was selected, offered a role, accepted a role, began work, or was otherwise engaged.

Customer may not avoid, reduce, delay, or circumvent Successful Hire fees by:

1. failing to update candidate status;
2. delaying status updates;
3. deleting, duplicating, merging, splitting, or manipulating records;
4. moving communications outside the Service;
5. cancelling or terminating the Service;
6. using another system to complete or record the hire;
7. marking a successful candidate as rejected, withdrawn, disqualified, no-show, inactive, archived, or any other non-hired status;
8. changing job titles, job postings, requisitions, departments, hiring entities, affiliates, Customer Clients, or workflow steps to avoid fees;
9. hiring through an affiliate, parent, subsidiary, related company, staffing arrangement, contractor arrangement, consulting arrangement, Customer Client, or other indirect engagement structure;
10. otherwise manipulating workflows, records, statuses, reporting, or business processes to avoid billing.

If Customer, Customer's affiliate, or Customer Client hires, retains, or engages a Candidate within one hundred eighty (180) days after cancellation, termination, suspension, or deactivation of the Service, and that Candidate was stored in, submitted to, processed through, contacted through, evaluated through, sourced through, managed through, or otherwise associated with BearTalent before cancellation, termination, suspension, or deactivation, the applicable Successful Hire fee remains due.

Company may audit Customer's use of the Service, candidate statuses, hiring events, usage data, workflows, and billing-related records to verify compliance with these Terms and amounts owed.