These Terms of Service (“Terms”) form a binding legal agreement between ClarityHire, Inc. and its affiliates (“ClarityHire,” “we,” “us,” or “our”) and you or the entity you represent (“Customer,” “you,” or “your”). These Terms govern access to and use of the ClarityHire websites, platform, applications, APIs, integrations, content, and related services (collectively, the “Service”).
Please read these Terms carefully. They contain important provisions including, in Section 18, a LIMITATION OF LIABILITY; in Section 19, an INDEMNIFICATION obligation; and in Section 23, a BINDING ARBITRATION agreement, CLASS ACTION WAIVER, and JURY TRIAL WAIVER. By creating an account, clicking “I agree,” or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not access or use the Service.
If you are accepting these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity, in which case “Customer” refers to that entity.
You must be at least 18 years old, capable of forming a binding contract, and not prohibited from using the Service under the laws of any applicable jurisdiction. The Service is intended for use by businesses and their personnel, not for personal, family, or household purposes.
Subject to these Terms and payment of applicable fees, ClarityHire grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service and Documentation solely for Customer’s internal business purposes.
We may update, modify, enhance, or deprecate features of the Service from time to time in our sole discretion. We will use reasonable efforts to avoid materially diminishing the core functionality of the Service during a paid Subscription Term. Beta, preview, pilot, experimental, and free features are provided “AS IS” and are excluded from any service-level commitments and from the warranties and indemnities herein.
Customer is responsible for all activity that occurs under its accounts and those of its Authorized Users, including for acts and omissions of Authorized Users as if they were Customer’s own. Customer will (a) keep credentials, API keys, and access tokens confidential; (b) use reasonable security measures, including multi-factor authentication where available; (c) promptly notify us of any suspected or actual unauthorized use; and (d) ensure that its Authorized Users comply with these Terms.
Customer will pay the fees set out in the applicable Order. Unless otherwise stated: (a) fees are quoted and payable in U.S. dollars; (b) fees are due in advance and are non-refundable, except as expressly set forth in these Terms or as required by law; (c) Subscription Terms automatically renew for successive periods equal to the prior period unless either party gives written notice of non-renewal at least thirty (30) days prior to the end of the then-current term; (d) we may adjust pricing for renewal terms upon at least thirty (30) days’ notice; (e) overdue amounts bear interest at the lesser of 1.5% per month or the maximum permitted by law; and (f) we may suspend the Service for non-payment upon notice.
Fees do not include taxes, duties, or similar governmental assessments, all of which are Customer’s responsibility except for taxes on our net income. Customer authorizes us and our payment processors to charge its payment method on file.
Customer will not, and will not permit any third party to: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile, or disassemble the Service (except to the extent this restriction is prohibited by applicable law); (c) rent, lease, lend, sell, resell, sublicense, distribute, or otherwise commercially exploit the Service; (d) use the Service to build a competing product or service, or benchmark or publish performance data without our prior written consent; (e) access the Service to circumvent usage limits or fees; (f) remove or obscure proprietary notices; (g) use automated means (bots, scrapers, crawlers) that place unreasonable load on the Service; (h) interfere with or disrupt the integrity or performance of the Service; or (i) attempt to gain unauthorized access to any portion of the Service or its related systems.
As between the parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants ClarityHire a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display, analyze, and otherwise use Customer Data solely to: (i) provide, secure, and improve the Service; (ii) perform our obligations under these Terms; (iii) prevent or address service, security, or technical issues; (iv) comply with law and lawful requests; and (v) generate aggregated and de-identified data.
Customer represents and warrants that: (a) it has all rights, consents, authorizations, and lawful bases required to submit Customer Data to the Service and to permit ClarityHire’s processing as contemplated by these Terms and our Privacy Policy; (b) Customer Data does not and will not infringe, misappropriate, or violate any third-party right, including any intellectual property, privacy, publicity, or contractual right, or any law; (c) Customer has provided all notices and obtained all consents (including from Candidates) required by applicable law, including laws governing biometric information, automated decision-making, artificial intelligence, video interviews, and employee and candidate privacy; and (d) Customer’s use of the Service will not cause ClarityHire to violate any law.
ClarityHire is not the author, creator, or publisher of Customer Data or of Candidate-submitted content, and we do not endorse, adopt, verify, or assume responsibility for any Customer Data or any decision, action, or omission taken in reliance on it. Customer is solely responsible for the accuracy, quality, legality, reliability, appropriateness, and intellectual-property ownership of all Customer Data and for its backup and preservation.
Customer will not use the Service to:
We may, but are not obligated to, monitor, review, or remove any Customer Data or suspend access that we reasonably believe violates these Terms, poses a risk to the Service, us, or any third party, or is required to be removed by law.
Customer is solely responsible for: (a) determining whether and how to use the Service in compliance with laws governing its hiring, interviewing, assessment, and employment practices; (b) providing any required disclosures, notices, and alternatives to Candidates; (c) obtaining any required consents or written releases; (d) performing any required bias audits and publishing required summaries; (e) ensuring meaningful human review of any automated output before taking adverse action; (f) responding to Candidate requests and appeals; and (g) documenting and retaining records as required by law.
The Service includes features that use machine learning, probabilistic models, and large language models (collectively, “AI Features”) to, among other things, grade assessments, summarize content, transcribe audio, extract information, and flag potential integrity anomalies (“Integrity Signals”).
AI Features and Integrity Signals are informational tools. They are probabilistic, may produce incorrect, incomplete, biased, offensive, or misleading outputs, and are not statements of fact, determinations of identity, admissions of misconduct, or legal conclusions. Customer acknowledges that: (a) Integrity Signals reflect statistical likelihoods and environmental indicators, not proof of cheating, impersonation, or dishonesty; (b) Customer must independently review and verify AI outputs before acting upon them; and (c) ClarityHire does not guarantee the accuracy, reliability, completeness, currency, or fitness of any AI output for any purpose.
Customer will not rely solely on AI Features or Integrity Signals to make, deny, disadvantage, or otherwise affect any employment, compensation, promotion, disciplinary, or other consequential decision.
The Service may interoperate with, link to, or otherwise depend on third-party products, APIs, or services (“Third-Party Services”). Third-Party Services are provided by their respective providers, may be subject to separate terms, and may be modified or discontinued at any time. ClarityHire does not control, endorse, or assume any responsibility for Third-Party Services or their outputs. Customer’s use of Third-Party Services is at Customer’s own risk, and ClarityHire disclaims all liability arising from Third-Party Services to the fullest extent permitted by law.
ClarityHire and its licensors own and retain all right, title, and interest in and to the Service, the Documentation, and all software, technology, designs, workflows, know-how, models, algorithms, weights, and other materials associated therewith, including all derivatives, improvements, and modifications thereto and all intellectual property rights therein. No rights are granted except as expressly set forth in these Terms. All rights not expressly granted are reserved.
If Customer or any Authorized User provides suggestions, ideas, enhancement requests, comments, or other feedback relating to the Service (“Feedback”), Customer hereby grants ClarityHire a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use, reproduce, modify, and exploit the Feedback without restriction and without any obligation to Customer.
Each party may receive confidential information of the other. The receiving party will: (a) use confidential information only to exercise its rights and perform its obligations under these Terms; (b) protect it using a degree of care no less than it uses to protect its own information of like importance, and in no event less than reasonable care; and (c) not disclose it to any third party except to its personnel, advisors, and contractors who have a need to know and are bound by confidentiality obligations no less protective than these. Confidential information does not include information that is or becomes publicly available without breach, was rightfully known before disclosure, is independently developed without use of or reference to confidential information, or is rightfully received from a third party without duty of confidentiality. Compelled disclosures are permitted with prompt notice (to the extent legally allowed) to enable the disclosing party to seek a protective order.
Our processing of personal information in connection with the Service is described in our Privacy Policy. Where Customer is the controller and ClarityHire is the processor, the parties’ Data Processing Addendum, if applicable, is incorporated herein by reference. Customer is responsible for configuring the Service consistent with its legal obligations, including data minimization, retention, and deletion.
We may suspend Customer’s or any Authorized User’s access to the Service, without liability, if we reasonably determine that: (a) access poses a security, legal, or operational risk to us, the Service, or any third party; (b) Customer is in breach of these Terms, including for non-payment; (c) suspension is required by law; or (d) Customer’s use is disrupting other customers. We will use commercially reasonable efforts to provide notice and to limit the scope and duration of any suspension.
THE SERVICE, AI FEATURES, INTEGRITY SIGNALS, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLARITYHIRE AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR TRADE USAGE.
Without limiting the foregoing, ClarityHire does not warrant that: (a) the Service will be uninterrupted, timely, secure, or error-free; (b) defects will be corrected; (c) the Service is free of viruses or other harmful components; (d) any content or information will be accurate, complete, reliable, current, or otherwise meet Customer’s requirements; (e) any Integrity Signal or AI output is correct or suitable for any purpose; (f) the Service will detect or prevent any particular type of dishonesty, fraud, impersonation, collusion, or cheating; or (g) the Service will satisfy any compliance, certification, or regulatory requirement applicable to Customer’s industry. Some jurisdictions do not allow the exclusion of certain warranties; in such jurisdictions the foregoing exclusions apply to the maximum extent permitted by law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CLARITYHIRE OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, REPUTATION, DATA, OR USE; ANY COST OF SUBSTITUTE GOODS OR SERVICES; OR ANY DAMAGES ARISING FROM HIRING, NON-HIRING, EMPLOYMENT, NON-EMPLOYMENT, TERMINATION, DISCIPLINE, COMPENSATION, OR OTHER EMPLOYMENT-RELATED DECISIONS, IN EACH CASE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT CLARITYHIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF CLARITYHIRE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY CUSTOMER TO CLARITYHIRE FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT.
The parties agree that these limitations are an essential element of the bargain, reflect a reasonable allocation of risk, and will apply even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions our liability will be limited to the smallest extent permitted by law.
Customer will defend, indemnify, and hold harmless ClarityHire, its affiliates, and each of their respective officers, directors, employees, contractors, licensors, and agents from and against any and all third-party claims, actions, investigations, proceedings, demands, losses, damages, penalties, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) (“Losses”) arising out of or relating to: (a) Customer Data or Candidate content, including any claim that it infringes, misappropriates, or violates any intellectual property, privacy, publicity, or other right, or any law; (b) Customer’s or any Authorized User’s use or misuse of the Service, including any violation of these Terms or applicable law; (c) Customer’s hiring, interviewing, assessment, employment, or related decisions or actions, including any claim by a Candidate or employee (including claims for discrimination, retaliation, wrongful denial of employment, defamation, invasion of privacy, negligent hiring, or unlawful automated decision-making); (d) Customer’s failure to provide required notices or obtain required consents; (e) Customer’s combination of the Service with products, services, or data not provided by ClarityHire; or (f) Customer’s breach of its representations or warranties.
ClarityHire will provide Customer with prompt written notice of any such claim, permit Customer to control the defense and settlement (provided that Customer will not agree to any settlement that imposes any obligation or admission on ClarityHire without ClarityHire’s prior written consent), and provide reasonable cooperation at Customer’s expense. ClarityHire may participate in the defense with counsel of its own choosing at its own expense.
These Terms are effective until terminated. Either party may terminate these Terms and any Order for material breach if the other party fails to cure the breach within thirty (30) days after written notice. We may terminate or suspend these Terms and your access to the Service immediately, with or without notice, if: (a) you breach Sections 6, 7, 8, 9, or 14; (b) you fail to pay any amount when due and such failure continues for ten (10) days after notice; (c) you become the subject of a petition in bankruptcy or any proceeding related to insolvency; or (d) we are required to do so by law. Upon termination, Customer’s right to access and use the Service will cease. Within thirty (30) days after termination, Customer may request an export of Customer Data in a standard format; thereafter we may delete Customer Data without liability. Sections 6, 7, 12, 13, 14, 17, 18, 19, 22, 23, 24, 25, 26, 27, and 28 survive termination.
The Service is subject to United States export control and sanctions laws, including the Export Administration Regulations and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control, and to the export control and sanctions laws of other jurisdictions. Customer represents that it and its Authorized Users are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive sanctions, and are not on any list of prohibited or restricted parties. Customer will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.
These Terms and any dispute arising out of or relating to these Terms or the Service are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods.
Informal resolution. Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute, claim, question, or disagreement arising out of or relating to these Terms or the Service (“Dispute”) through informal negotiation for at least sixty (60) days after written notice of the Dispute.
Binding arbitration. Except as stated below, any Dispute that cannot be resolved informally will be finally settled by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures. The arbitration will be conducted in Wilmington, Delaware (or, at Customer’s election for consumer claims where required by law, the nearest reasonable location), by a single arbitrator, in English. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator has exclusive authority to resolve any issue relating to the interpretation, applicability, or enforceability of these Terms, including the arbitrability of any Dispute.
Class action waiver. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of more than one person and may not otherwise preside over any form of representative or class proceeding.
Jury trial waiver. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.
Exceptions. Either party may (a) bring an individual action in small-claims court; (b) seek emergency equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party’s intellectual property, confidential information, or security; and (c) file suit in a court of competent jurisdiction in Delaware to enforce an arbitration award.
Time limit. Any claim arising out of or related to these Terms or the Service must be filed within one (1) year after it accrues; otherwise, it is permanently barred.
Neither party will be liable for any failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government action, labor disputes, utility or internet failures, denial-of-service attacks, or failures of Third-Party Services.
Customer may not assign or transfer these Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without our prior written consent; any purported assignment in violation is void. ClarityHire may assign these Terms, in whole or in part, without restriction. These Terms bind and inure to the benefit of the parties’ permitted successors and assigns.
Notices to ClarityHire must be sent to [email protected] with a copy to ClarityHire, Inc., Attn: Legal. We may provide notices to Customer by email to the address associated with Customer’s account or by posting in the Service. Notices are deemed given upon receipt in the case of email and upon posting in the case of in-product notices. You consent to receive electronic communications and agree that all notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.
The Service is “commercial computer software” and its Documentation is “commercial computer software documentation” as those terms are defined in 48 C.F.R. §§ 2.101 and 252.227-7014. Consistent with 48 C.F.R. §§ 12.212 and 227.7202, the Service and Documentation are licensed to U.S. Government end users only as commercial items and with only those rights as are granted to all other end users.
These Terms, together with any Order and our Privacy Policy and any referenced policies, constitute the entire agreement between the parties regarding their subject matter and supersede all prior or contemporaneous agreements, proposals, and understandings, whether written or oral. In the event of any conflict, the order of precedence is: (1) the Order; (2) these Terms; (3) the Documentation. Customer’s purchase orders and similar unilateral documents have no legal effect. No waiver is effective unless in writing; no waiver of any breach will be deemed a waiver of any subsequent breach. If any provision is held unenforceable, it will be modified to the minimum extent necessary to render it enforceable, and the remaining provisions will remain in full force and effect. The parties are independent contractors; these Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship. There are no third-party beneficiaries. Headings are for convenience only.
We may update these Terms from time to time. If we make material changes, we will provide notice (for example, by email or through the Service) at least thirty (30) days before the changes take effect, except that changes addressing new features or required for legal reasons may be effective immediately. If you do not agree to the updated Terms, you must stop using the Service before the effective date; your continued use of the Service after the effective date constitutes acceptance.
Questions about these Terms? Please contact us: