Legal

Terms and Conditions of Service

The terms governing access to and use of Cernor websites, applications, candidate-facing experiences, APIs and related services.

Effective: August 13, 2026
Last updated: August 13, 2026
Version: August 2026 · V1

These Terms and Conditions of Service (the “Terms”) govern access to and use of Cernor’s websites, applications, candidate-facing experiences, APIs, and related services (collectively, the “Services”).

The Services are offered by Cernor, a company organized under the laws of the State of Delaware, United States (“Cernor,” “we,” “us,” or “our”).

By accessing or using the Services, creating an account, accepting an Order Form that references these Terms, or using a candidate-facing Cernor experience, you agree to these Terms.

If you use the Services on behalf of an organization, you represent that you have authority to bind that organization, and “Customer” means that organization.

If you use Cernor only because a hiring organization sent you a candidate link, you are a “Candidate User.” Provisions that by their nature apply only to paying customers, workspace administrators, billing, or enterprise accounts do not apply to you.

If you do not agree to these Terms, do not use the Services.

Important: Cernor provides decision-support technology. It does not guarantee a hiring outcome, legal compliance, absence of bias, model accuracy, or suitability of any output as the sole basis for an employment decision.

1. The Services

Cernor provides AI-assisted decision infrastructure for hiring and related supported selection workflows.

Depending on the product configuration, the Services may allow a Customer to:

create a role or project;
submit or upload a job description and related role information;
author, calibrate, review, and lock an evaluation standard;
upload or otherwise provide candidate materials;
evaluate candidate evidence against the locked standard;
create scores, evidence references, uncertainty records, trust or consistency cautions, and next-action recommendations;
generate structured candidate follow-up;
create and manage candidate links;
receive candidate responses;
evaluate candidate follow-up responses;
create candidate decision packets;
create cohort or project slates;
compare candidates;
export decision-support work product;
change a standard and preserve version history;
rerun affected work and inspect what changed; and
maintain project state, provenance, and audit receipts.

Features may be added, modified, limited, or removed over time.

2. Cernor Is Decision Support, Not the Employer

Cernor provides software and AI-assisted analysis.

Unless separately agreed in writing:

Cernor is not the employer of a Customer’s candidates;
Cernor does not make an offer of employment;
Cernor does not control the Customer’s hiring process;
Cernor does not determine the Customer’s legal hiring criteria;
Cernor does not provide legal advice to the Customer or Candidate User; and
Cernor is not responsible for the Customer’s ultimate hiring decision.

The Customer remains responsible for the employment or selection decision and for the lawful use of the Services.

The Customer must maintain meaningful human involvement whenever required by law or reasonably necessary for the Customer’s use case.

3. Contracting Documents and Order of Precedence

These Terms may be supplemented by:

an Order Form;
a subscription agreement;
a data processing addendum (“DPA”);
a security addendum;
service-specific terms;
an enterprise agreement; or
another written agreement signed or electronically accepted by Cernor and the Customer.

If there is a conflict:

a signed enterprise agreement or negotiated master agreement controls;
then the applicable Order Form;
then an applicable DPA or security addendum for its subject matter;
then service-specific terms; and
then these Terms.

A Customer’s purchase order, vendor portal terms, or similar document does not modify these Terms unless Cernor expressly agrees in writing.

4. Eligibility and Authority

You may use the Services only if:

you have legal capacity to enter into these Terms;
your use is permitted under applicable law;
you are not prohibited from using the Services by sanctions, export-control, or other applicable restrictions; and
if acting for an organization, you have authority to bind it.

Candidate Users who are minors under applicable law may use the Services only where the relevant hiring organization has determined that the use is lawful and any required authorization has been obtained.

5. Accounts, Workspaces, and Administrators

5.1 Account information

You must provide accurate information when creating or maintaining an account.

You must keep account information reasonably current.

5.2 Credentials

You are responsible for protecting:

passwords;
authentication credentials;
API keys;
candidate-link administrative controls;
access tokens; and
other credentials associated with your account.

You must promptly notify Cernor if you suspect unauthorized access or credential compromise.

5.3 Customer administrators

A Customer may designate administrators who can:

add or remove users;
assign permissions;
manage projects;
configure features;
access Customer Content;
request exports or deletion;
manage billing; and
take other administrative actions.

The Customer is responsible for the actions of its administrators and Authorized Users.

5.4 Access control

You may not access another customer’s workspace, project, candidate record, or data without authorization.

You may not circumvent technical or access-control restrictions.

6. Customer Content

“Customer Content” means information, documents, data, text, instructions, candidate materials, responses, notes, role information, and other content submitted to the Services by or on behalf of a Customer or Candidate User.

Customer Content includes Candidate Data where applicable.

6.1 Ownership

As between Cernor and the Customer, the Customer retains its rights in Customer Content.

A Candidate User retains any rights the Candidate User has in information the Candidate User directly submits, subject to the hiring organization’s rights and lawful processing of that information.

6.2 License to operate the Services

Customer and Candidate Users grant Cernor a non-exclusive, worldwide, limited right to host, copy, transmit, process, transform, display, and otherwise use Customer Content only as reasonably necessary to:

provide the Services;
perform requested AI and software processing;
maintain security and reliability;
comply with law;
enforce these Terms; and
exercise other rights expressly permitted by the applicable agreement or Privacy Policy.

Cernor does not acquire ownership of Customer Content merely because it is processed by the Services.

6.3 Rights to submit data

Customer represents and warrants that it has all rights, permissions, legal bases, and notices necessary to:

provide Customer Content to Cernor;
instruct Cernor to process it;
use the Services for the Customer’s intended hiring or selection purpose; and
authorize Cernor and its subprocessors to process the data as contemplated by the applicable agreement.

Customer is responsible for the legality, accuracy, and source of Customer Content.

7. Candidate Data and Employment-Law Responsibilities

Because the Services may be used in hiring, Customer agrees to use them responsibly and lawfully.

Customer is solely responsible for determining which laws apply to its hiring process and for satisfying obligations that apply to the Customer as employer, recruiter, employment agency, deployer, controller, or other regulated role.

Depending on jurisdiction and use case, those obligations may include:

privacy notices;
lawful bases for processing;
candidate consent where required;
automated-decision or AI notices;
bias audits;
impact assessments;
data-protection impact assessments;
risk assessments;
recordkeeping;
candidate access or explanation rights;
human-review rights;
appeal or reconsideration rights;
accommodations or alternative processes;
retention and deletion obligations;
cross-border transfer requirements; and
anti-discrimination and employment-law obligations.

Cernor may provide information or product functionality that helps a Customer satisfy certain obligations, but such assistance does not transfer the Customer’s legal responsibility to Cernor.

8. Protected Characteristics and Non-Discrimination

Customer must not use the Services to discriminate unlawfully.

Customer must not configure, instruct, or use the Services to make an employment decision on the basis of a protected characteristic where applicable law prohibits that use.

Examples of protected or sensitive characteristics may include, depending on jurisdiction:

race;
ethnicity;
color;
national origin;
religion;
sex;
pregnancy;
sexual orientation;
gender identity;
age;
disability;
genetic information;
veteran status;
citizenship or immigration status, except where lawful work-authorization requirements apply;
political opinion;
trade-union membership; or
another legally protected characteristic.

The Services are not designed to require protected characteristics as hiring criteria.

Customer may not instruct Cernor to infer protected characteristics for the purpose of unlawfully affecting a hiring outcome.

Nothing in this section prohibits a lawful, properly governed use of data for compliance, fairness testing, accommodations, or another purpose permitted by law and expressly supported by Cernor.

9. Human Review and Automated Decision-Making

The Services may automatically generate scores, classifications, rankings, cautions, follow-up, policy consequences, or other decision-support outputs.

Customer agrees that:

Cernor outputs are inputs to a human-controlled process;
Customer will not treat a Cernor output as infallible;
Customer will provide human review where required by law;
Customer will not use the Services as the sole basis for a legally prohibited solely automated employment decision;
Customer will investigate material contradictions, uncertainty, or trust cautions before relying on them where appropriate; and
Customer will provide any legally required notice, explanation, reconsideration, appeal, or alternative process.

A Candidate User should direct a request concerning a hiring decision, reconsideration, accommodation, or human review to the hiring organization responsible for the decision.

10. AI Processing and Upstream Providers

Cernor may use third-party AI infrastructure to provide the Services, including:

model developers;
model-hosting providers;
inference providers;
inference gateways;
cloud AI services; and
related infrastructure providers.

10.1 Provider-neutral service design

Customer is purchasing the Cernor Service, not a guaranteed right to a particular underlying model, provider, model host, or inference route unless an applicable Order Form expressly says otherwise.

Cernor may add, remove, or substitute models or providers based on:

model quality;
availability;
reliability;
security;
privacy;
data residency;
contractual restrictions;
cost;
regulatory requirements; or
product needs.

10.2 Data minimization and model processing

Cernor seeks to send only information reasonably necessary for the relevant AI task.

Customer Content may be transmitted to approved AI subprocessors as part of providing the Services.

10.3 Training and provider data use

Cernor does not use Customer Content or Candidate Data to train or fine-tune generalized foundation models.

Cernor does not intentionally opt Customer Content or Candidate Data into generalized third-party model training.

Production AI routes are selected and configured based on documented provider data-handling restrictions, which may include controls concerning training, retention, logging, fallback routing, provider allowlists, or processing location.

Provider-specific practices may change. Cernor may update or replace a provider where necessary to maintain an acceptable production path.

10.4 Third-party model restrictions

Some underlying models or providers may impose usage restrictions.

Customer agrees not to use the Services in a manner that causes Cernor to violate a restriction applicable to an underlying model or provider.

Cernor may:

restrict a feature;
select a different model or provider;
block a prohibited request; or
suspend affected use

where reasonably necessary to comply with applicable provider restrictions, law, or security requirements.

Where a material restriction applies to Customer’s supported use case, Cernor may communicate that restriction through documentation, the Service, or the applicable agreement.

11. AI Outputs

“Outputs” means content, evaluations, scores, summaries, questions, recommendations, decision packets, slates, and other results produced through the Services.

11.1 Customer use rights

As between Cernor and Customer, and subject to applicable law, third-party rights, and the applicable agreement, Customer may use Outputs generated for Customer’s internal business purposes.

To the extent Cernor owns transferable rights in an Output created specifically for Customer, Cernor assigns those rights to Customer upon payment of applicable fees, excluding Cernor Materials.

11.2 Cernor Materials excluded

Cernor retains all rights in:

the Services;
software;
source code;
models owned by Cernor;
prompts and orchestration logic;
schemas;
workflow logic;
algorithms;
interfaces;
design;
documentation;
templates;
taxonomies;
policies;
know-how;
generalized improvements;
de-identified operational patterns where lawfully used; and
other technology or materials developed independently of Customer Content

(collectively, “Cernor Materials”).

11.3 Output limitations

Customer acknowledges that AI-generated Outputs:

may be inaccurate;
may be incomplete;
may contain false or unsupported statements;
may vary across independent fresh generations;
may reflect ambiguity in Customer Content;
may require human interpretation;
may not be unique; and
may be similar to output generated for others.

Customer is responsible for evaluating Outputs before relying on them.

Cernor’s storage and governance features may make a stored decision replayable, but that does not mean a fresh AI generation will produce identical wording or numerical results.

12. No Customer-Data Training by Cernor

Cernor does not use Customer Content or Candidate Data to train or fine-tune generalized foundation models.

Cernor may use:

feedback voluntarily provided about the Services;
service metadata;
security data;
de-identified or aggregated information that cannot reasonably be linked to an individual or Customer;
synthetic data; or
information otherwise lawfully available for the relevant purpose

to improve the Services, subject to applicable law and contractual restrictions.

Cernor will not characterize personal data as de-identified unless reasonable measures are used to prevent re-identification as required by applicable law.

13. Confidentiality

13.1 Confidential Information

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

Customer Content is Customer Confidential Information.

Cernor Confidential Information includes non-public information concerning:

product architecture;
security;
prompts;
model orchestration;
source code;
business plans;
pricing;
product roadmap; and
non-public technical documentation.

13.2 Obligations

The receiving party will:

use Confidential Information only for purposes related to the applicable agreement;
protect it using at least reasonable care;
limit access to people and service providers who need it and are subject to confidentiality obligations; and
not disclose it to third parties except as permitted by the applicable agreement.

13.3 Exclusions

Confidential Information does not include information that the receiving party can demonstrate:

is or becomes public without breach;
was lawfully known without confidentiality obligations;
is lawfully received from another source without confidentiality obligations; or
was independently developed without use of the disclosing party’s Confidential Information.

13.4 Required disclosure

A party may disclose Confidential Information when legally required, provided it gives prior notice where legally permitted and reasonably cooperates in efforts to limit the disclosure.

14. Privacy and Data Protection

Cernor’s public privacy practices are described in the Cernor Privacy Policy.

Where Cernor processes personal data on behalf of Customer, the parties may be subject to an applicable DPA.

If a DPA is incorporated into or executed under the Customer’s agreement, it governs processing of personal data within its scope.

Customer is responsible for:

the legality of Customer’s instructions;
Customer’s notices and legal bases;
determining whether sensitive or specially regulated data may be submitted;
identifying legally required data-residency or localization obligations; and
responding to data subjects except to the extent Cernor is legally responsible or contractually required to assist.

15. Restricted and Specially Regulated Data

Unless expressly agreed in writing, Customer must not submit data that would require Cernor to comply with a specialized legal or contractual regime that Cernor has not agreed to support.

Examples may include:

classified government information;
export-controlled technical data subject to special handling;
payment-card data intended to be processed as cardholder data;
protected health information subject to a required healthcare-specific agreement;
financial data subject to a specialized financial-services processing agreement;
genetic or biometric identifiers used for identification;
passwords or authentication secrets belonging to candidates;
government identification numbers not reasonably necessary for the supported workflow; or
other specially regulated data identified in Cernor documentation or the applicable agreement.

This restriction does not prohibit ordinary employment information that is necessary for a supported hiring workflow and lawfully submitted, subject to any upstream processing limitations and applicable agreement.

Customer must contact Cernor before using the Services for a data category that requires a specialized addendum, contractual safeguard, or processing environment.

16. Acceptable Use

You may not use the Services to:

violate any law or regulation;
violate another person’s privacy, confidentiality, publicity, or intellectual-property rights;
discriminate unlawfully;
make or facilitate an unlawful employment decision;
infer protected characteristics for an unlawful purpose;
submit information you have no right to process;
impersonate another person;
misrepresent authority to act for an organization;
upload malware or malicious code;
interfere with Service security or operation;
probe or test security without written authorization;
bypass rate limits or access controls;
access another Customer’s data;
scrape or harvest data from the Services except through a documented feature;
reverse engineer the Services except to the extent applicable law expressly permits and cannot be waived;
use the Services to build or benchmark a competing product using unauthorized access to Cernor Materials;
resell access except under a written reseller or partner agreement;
abuse candidate links or use them for surveillance unrelated to the supported workflow;
use hidden or deceptive prompts to cause the Services to reveal another customer’s data;
upload unlawful, defamatory, or infringing content;
use the Services for an unsupported high-risk domain such as credit, housing, insurance, medical treatment, or criminal-justice decision-making without Cernor’s prior written agreement; or
assist another person in doing any of the above.

Cernor may investigate suspected violations and may suspend or restrict use where reasonably necessary to protect the Services, customers, candidates, or third parties.

17. Candidate User Terms

If you are a Candidate User:

you may use the candidate-facing experience only for the hiring or selection process for which the link was provided;
you must provide information that is accurate to the best of your knowledge;
you may not attempt to discover hidden scoring logic, access another candidate’s information, or interfere with the Service;
you may not share a private candidate link with an unauthorized person;
the hiring organization, not Cernor, is responsible for the underlying job opportunity and hiring decision;
submission through Cernor does not guarantee an interview, employment, or any particular outcome; and
questions about a hiring decision, accommodation, human review, or reconsideration should be directed to the hiring organization.

These Terms do not waive any non-waivable rights you have under applicable employment, privacy, consumer, or other law.

18. Security Responsibilities

Cernor uses technical and organizational measures designed to protect the Services and Customer Content.

Customer is responsible for:

controlling who is granted access;
applying appropriate user permissions;
removing access when no longer needed;
protecting credentials and devices;
configuring retention and integrations appropriately;
not sharing candidate information through unauthorized channels;
promptly reporting suspected compromise; and
using security features made available by Cernor.

Cernor may require reasonable security steps as a condition of continued access.

No online service is completely secure, and Cernor does not warrant that unauthorized access can never occur.

19. Third-Party Integrations and Services

Customer may choose to connect the Services to third-party products or services.

If Customer enables an integration:

Customer authorizes Cernor to exchange data with that third party as necessary for the integration;
Customer is responsible for its relationship with the third party;
the third party’s terms and privacy practices may apply;
Cernor does not control the third party’s independent processing; and
Cernor is not responsible for a third-party service’s availability, security, functionality, or data practices.

Cernor may disable an integration that creates security, legal, technical, or operational risk.

20. Fees, Billing, and Taxes

If Customer purchases paid Services, fees and billing terms will be stated in the applicable Order Form, checkout flow, or subscription plan.

Unless otherwise stated:

fees are quoted in U.S. dollars;
fees are exclusive of taxes;
Customer is responsible for applicable taxes other than taxes based on Cernor’s net income;
fees are non-refundable except where the applicable agreement or law requires otherwise;
usage-based charges may vary with actual use; and
Customer must provide accurate billing information.

If Customer fails to pay undisputed amounts when due, Cernor may suspend paid features or terminate the affected subscription after any required notice.

21. Trials, Pilots, Betas, and Pre-Release Features

Cernor may offer free, trial, pilot, preview, beta, evaluation, or pre-release features.

Unless otherwise agreed in writing, those features:

may be changed or discontinued at any time;
may have lower or different service levels;
may contain errors;
may not be suitable for production or regulated use;
are provided for evaluation; and
may be subject to additional restrictions disclosed when made available.

A pilot or beta designation does not reduce Customer’s responsibility to use Candidate Data lawfully.

22. Service Availability, Changes, and Maintenance

Cernor may modify the Services to:

improve functionality;
address security issues;
comply with law;
change providers or infrastructure;
remove unsupported features;
respond to third-party model availability;
improve reliability; or
otherwise operate the business.

Unless a written agreement provides a specific service-level commitment, the Services are provided without a guaranteed uptime or response-time commitment.

We may perform maintenance or temporarily limit access where reasonably necessary.

23. Suspension

Cernor may suspend or restrict access where we reasonably believe:

an account is compromised;
Customer has materially breached these Terms;
Customer’s use creates security or legal risk;
Customer’s use violates a provider restriction applicable to the Services;
suspension is required by law;
Customer has failed to pay undisputed amounts; or
continued operation could harm Cernor, customers, candidates, or third parties.

Where reasonably practicable, Cernor will provide notice and an opportunity to cure before suspension, except where immediate action is necessary.

24. Term and Termination

These Terms remain in effect while you use the Services.

Customer may terminate use as permitted by the applicable subscription or Order Form.

Cernor may terminate these Terms or access to the Services for material breach, nonpayment, legal requirement, security risk, discontinuation of the Services, or another basis stated in the applicable agreement.

Upon termination:

Customer’s right to use the Services ends;
fees already owed remain payable;
Customer should export data during any applicable retrieval period;
Customer Content will be returned, deleted, or retained according to the applicable agreement, Privacy Policy, DPA, and law; and
provisions that by their nature should survive will survive, including provisions concerning ownership, confidentiality, disclaimers, indemnification, liability, dispute resolution, and accrued payment obligations.

25. Cernor Intellectual Property

Cernor and its licensors own all rights in the Cernor Materials.

Subject to these Terms and payment of applicable fees, Cernor grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services for Customer’s internal business purposes.

No rights are granted except as expressly stated.

Customer may not use Cernor’s name, trademarks, or logos except with permission or as allowed by applicable trademark law.

26. Feedback

If you voluntarily provide suggestions, ideas, enhancement requests, or other feedback about the Services (“Feedback”), you grant Cernor a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate the Feedback without restriction or compensation.

Feedback does not include Customer Content or Confidential Information merely because it is shared during support.

27. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, CERNOR MATERIALS, AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

CERNOR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF:

MERCHANTABILITY;
FITNESS FOR A PARTICULAR PURPOSE;
TITLE;
NON-INFRINGEMENT;
ACCURACY;
COMPLETENESS;
UNINTERRUPTED OPERATION;
ERROR-FREE OPERATION;
SECURITY AGAINST EVERY POSSIBLE THREAT;
EMPLOYMENT OUTCOME;
REGULATORY COMPLIANCE;
BIAS-FREE OPERATION; AND
SUITABILITY OF ANY OUTPUT AS THE SOLE BASIS FOR A CONSEQUENTIAL DECISION.

Without limiting the above:

Cernor does not warrant that AI-generated content is correct;
Cernor does not warrant that different fresh AI generations will be identical;
Cernor does not warrant that every material fact, inference, or risk will be detected;
Cernor does not warrant that use of the Services automatically satisfies employment, privacy, AI, anti-discrimination, audit, or notice laws;
Cernor does not provide legal, tax, accounting, medical, or employment-law advice; and
Customer remains responsible for reviewing Outputs and making the final decision.

Some jurisdictions do not allow certain disclaimers, so some of the above may not apply to you.

28. Customer Indemnification

To the maximum extent permitted by law, Customer will defend, indemnify, and hold harmless Cernor and its affiliates, officers, directors, employees, contractors, and agents from and against third-party claims, damages, losses, liabilities, penalties, costs, and reasonable legal fees arising out of or relating to:

Customer Content;
Customer’s hiring or employment decision;
Customer’s unlawful discrimination or employment practice;
Customer’s failure to provide required candidate notices;
Customer’s failure to obtain a lawful basis, consent, authorization, or right to process data;
Customer’s failure to conduct a legally required audit, impact assessment, or risk assessment;
Customer’s violation of privacy, employment, AI, consumer-protection, intellectual-property, or other applicable law;
Customer’s breach of these Terms;
Customer’s misuse of the Services or Outputs; or
a dispute between Customer and a Candidate User or other third party caused by Customer’s conduct.

Customer has no obligation to indemnify Cernor to the extent a claim is finally determined to have been caused by Cernor’s own willful misconduct where applicable law prohibits shifting that liability.

Cernor may assume control of the defense of a claim at its own expense, and Customer will reasonably cooperate.

A negotiated enterprise agreement may replace this section.

29. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

29.1 Excluded damages

CERNOR AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY:

INDIRECT;
INCIDENTAL;
SPECIAL;
EXEMPLARY;
CONSEQUENTIAL; OR
PUNITIVE DAMAGES,

OR FOR LOSS OF:

PROFITS;
REVENUE;
GOODWILL;
BUSINESS OPPORTUNITY;
ANTICIPATED SAVINGS;
DATA; OR
BUSINESS INTERRUPTION,

ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

29.2 Aggregate cap

CERNOR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO CERNOR FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR
ONE HUNDRED U.S. DOLLARS (US $100) IF NO FEES WERE PAID.

29.3 Scope

The exclusions and cap apply regardless of the theory of liability, including contract, tort, negligence, strict liability, statute, or otherwise.

Nothing in these Terms excludes liability that cannot lawfully be excluded or limited.

A negotiated enterprise agreement may replace this section.

30. Third-Party and Model-Provider Limitations

Cernor depends on third-party infrastructure, including AI and cloud providers.

Cernor is not responsible for a third party’s independent acts or omissions beyond responsibility imposed on Cernor by applicable law or a binding written agreement.

Underlying models may:

become unavailable;
change;
have different data-handling terms;
impose geographic or use restrictions;
produce different outputs;
experience outages; or
be replaced.

Cernor may route around, replace, or discontinue an underlying provider to protect service quality, security, privacy, or legal compliance.

31. Compliance With Laws

Each party will comply with laws that apply to that party’s performance under the agreement.

Customer is responsible for laws that apply to Customer’s:

hiring criteria;
candidate relationship;
notices;
employment decisions;
use of Outputs;
data collection;
legal basis;
retention;
accommodation process; and
deployment of AI in employment.

Cernor is responsible for legal obligations that apply directly to Cernor in its role as service provider, processor, developer, provider, or controller, as applicable.

Nothing in these Terms transfers to Customer a legal obligation that applicable law places directly and non-transferably on Cernor.

32. Export Controls, Sanctions, and Restricted Parties

You may not use the Services in violation of applicable:

export-control laws;
trade restrictions;
sanctions; or
embargoes.

You represent that you are not prohibited from using the Services under applicable sanctions or export-control law.

You may not use technical measures to evade a lawful geographic or provider restriction.

Cernor may restrict access where reasonably necessary to comply with these requirements.

33. Anti-Bribery and Ethical Conduct

Customer will not use the Services in connection with bribery, corruption, fraud, or other unlawful conduct.

Each party will comply with anti-bribery and anti-corruption laws applicable to its performance under the agreement.

34. Governing Law

Except where mandatory law requires otherwise, these Terms and disputes arising from them are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

35. Courts and Venue

Except where mandatory law gives an individual a right to bring a claim elsewhere, the parties consent to exclusive jurisdiction and venue in:

the state courts located in Delaware; and
the United States federal courts located in Delaware

for disputes arising out of or relating to these Terms or the Services.

For a business Customer, each party knowingly and voluntarily waives trial by jury to the maximum extent permitted by law.

Nothing in this section prevents either party from seeking temporary or injunctive relief in a court of competent jurisdiction to protect security, confidentiality, intellectual property, or access rights.

36. No Class or Representative Proceedings

To the maximum extent permitted by law, a business Customer agrees to bring claims against Cernor only on its own behalf and not as a plaintiff or class member in a purported class, collective, consolidated, or representative proceeding.

This section does not waive rights that applicable law does not allow to be waived and does not limit non-waivable rights of Candidate Users acting solely in their individual candidate capacity.

37. Changes to These Terms

Cernor may update these Terms from time to time.

If a change materially reduces Customer’s contractual rights or materially increases Customer’s obligations, Cernor may provide advance notice by email, in-product notice, or another reasonable method.

Unless otherwise required by law or a written agreement:

changes apply prospectively from the effective date of the updated Terms; and
continued use after the effective date constitutes acceptance.

If Customer does not agree to a material update, Customer must stop using the affected Services, subject to any contractual termination rights.

38. Electronic Communications

You consent to receiving operational, legal, security, billing, and account communications electronically.

Electronic notices satisfy any requirement that a communication be in writing to the extent permitted by law.

Marketing communications are governed separately and may be opted out of where applicable.

39. Assignment

Customer may not assign or transfer the agreement without Cernor’s prior written consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets where the assignee is not a direct competitor and agrees to be bound by the agreement.

Cernor may assign the agreement in connection with a corporate reorganization, financing, merger, acquisition, or sale of all or substantially all relevant assets.

Any prohibited assignment is void to the extent permitted by law.

40. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, except Customer’s payment obligations for amounts already due.

Such events may include:

natural disaster;
war;
terrorism;
civil unrest;
labor disruption;
epidemic;
governmental action;
internet or telecommunications failure;
utility failure;
cyberattack by a third party;
cloud-provider outage; or
widespread model-provider or infrastructure failure.

The affected party will use reasonable efforts to mitigate the impact.

41. Severability

If a provision of these Terms is held unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will remain in effect.

42. Waiver

A failure to enforce a provision is not a waiver of the right to enforce it later.

A waiver is effective only if made in writing by an authorized representative of the waiving party.

43. No Third-Party Beneficiaries

Except as expressly stated in a binding agreement or required by law, these Terms do not create third-party beneficiary rights.

44. Independent Contractors

Cernor and Customer are independent contractors.

These Terms do not create a partnership, joint venture, fiduciary relationship, employment relationship, or agency between Cernor and Customer.

45. Entire Agreement

These Terms and the applicable documents described in Section 3 constitute the entire agreement concerning the Services and supersede prior or contemporaneous discussions on the same subject, except for a written agreement expressly preserved by the parties.

46. Contact

Questions about these Terms may be sent to:

Cernor
Delaware, United States
Legal: [email protected]
General: [email protected]