Reval Inc.

1. Definitions

The following definitions apply throughout these Terms:

• "Client" means any company, organization, or staffing agency that uses the Service to post jobs, review candidates, or make hires through Reval.
• "Candidate" means any individual whose information is sourced, screened, submitted, or otherwise processed through the Service in connection with a job opportunity.
• "Recruiter" means any individual or organization that uses the Service to conduct reference checks on candidates.
• "Job Posting" means a job listing submitted by a Client through the Service.
• "Introduction" or "Submittal" means the presentation of a Candidate to a Client by Reval through the Service, including but not limited to sharing the Candidate's profile, resume, screening results, or reference information.
• "Placement" means a Candidate who was Introduced by Reval and who subsequently accepts a written offer of employment (or engagement) from the Client, regardless of whether the Candidate ultimately commences work.
• "Posting Fee" means the one-time, non-refundable fee charged per Job Posting.
• "Placement Fee" means the contingency-based fee owed by the Client to Reval upon a Placement, calculated as a percentage of the Candidate's first-year annualized base salary (or hourly rate annualized at 2,080 hours), as agreed between the Client and Reval.
• "AI Services" means Reval's automated candidate sourcing, screening interviews, reference checks, scoring, and matching tools powered by artificial intelligence.

2. Eligibility and Accounts

1. Eligibility. This is a contract between you and Reval. You must read and agree to these Terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a legally binding contract with us, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations ("Applicable Law"). Any use of the Service by anyone under the age of 18 is strictly prohibited and in violation of these Terms.
2. User Accounts. To access certain features of the Service, you must create an account. You are responsible for providing accurate and complete information, maintaining the security of your account credentials, and all activity that occurs under your account. You must not transfer your account to any other person without our prior written consent.
3. Organizational Accounts. If you use the Service on behalf of a company or other organization, you represent and warrant that you have the authority to bind that organization to these Terms. References to "you" and "your" in these Terms will refer to both you individually and the organization you represent.
4. Changes, Suspension, and Termination. Reval may modify, suspend, or terminate the Service (or your access to it) at any time, with or without notice, for any reason. You may close your account at any time by contacting us at help@reval.site. Termination does not relieve you of any outstanding payment obligations (see Section 5).

3. Description of Services

Reval provides a technology-powered recruiting platform that connects hiring companies with qualified candidates. The Service includes:

• Job posting and distribution
• AI-powered candidate sourcing
• AI-powered candidate screening interviews
• AI-powered reference checks
• Candidate scoring, matching, and submittal to Clients
• A Client portal for reviewing and managing candidates
• Billing and payment processing
• Recruiter tools for conducting reference checks

Reval is a platform provider. Reval is not an employer, staffing agency of record, or employment agency. Reval does not guarantee any specific hiring outcomes, Candidate availability, or job offers. Clients are solely responsible for their hiring decisions. Reval facilitates Introductions but is not a party to any employment relationship between Clients and Candidates.

4. Terms Specific to Clients

The following terms apply to Clients using the Service to post jobs, review candidates, and make hires.

1. Job Postings. Clients may submit Job Postings through the Service. Each Job Posting is subject to a Posting Fee (see Section 8). Reval reserves the right to edit Job Postings for clarity or formatting, and to reject or remove any Job Posting that is misleading, discriminatory, or otherwise violates Applicable Law or these Terms. Clients are responsible for the accuracy of job requirements, qualifications, compensation information, and all other details in their Job Postings.
2. Candidate Introductions. Reval will source, screen, and submit Candidates to Clients through the Service. Clients agree to review Candidate submittals and respond in a timely manner. Candidate information provided through the Service is confidential and may only be used for the purpose of evaluating that Candidate for employment or engagement.
3. Placement Fee. Upon a Placement, the Client owes Reval a Placement Fee. The Placement Fee is calculated as the agreed contingency percentage of the Candidate's first-year annualized base salary. Payment is due within thirty (30) days of the Candidate's start date. Late payments shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by Applicable Law, whichever is lower).
4. Candidate Ownership Period. If Reval Introduces a Candidate to a Client, and the Client hires or engages that Candidate within twelve (12) months of the Introduction - whether directly, through a third party, or for any role at the Client's organization - the Placement Fee is owed to Reval. This applies regardless of whether the hire is for the same role as the original Introduction. The Client agrees to notify Reval of any such hire within fifteen (15) days of the Candidate accepting an offer. This obligation survives termination of the Client's account.
5. Circumvention. Clients shall not contact, solicit, or hire Candidates Introduced by Reval outside of the Service for the purpose of circumventing the Placement Fee. Any attempt to circumvent fees - including but not limited to hiring a Candidate through a different agency, having a Candidate apply directly, or engaging a Candidate as an independent contractor - shall not relieve the Client of its obligation to pay the Placement Fee.
6. Guarantee Period. If a Candidate who was placed through the Service voluntarily resigns or is terminated for cause within ninety (90) days of their start date, Reval will conduct one replacement search at no additional Placement Fee. The original Posting Fee is not refunded. The Client must notify Reval within seven (7) days of the Candidate's departure to be eligible for the replacement guarantee. This guarantee does not apply if: (a) the role was materially changed after the Placement; (b) the Client failed to provide accurate job requirements; or (c) the Client's organization underwent significant restructuring that affected the role.
7. Client Obligations. Clients agree to: (a) comply with all applicable employment laws, including equal opportunity and non-discrimination requirements; (b) provide accurate and complete job requirements; (c) notify Reval of any hire of an Introduced Candidate as required above; (d) use Candidate information solely for the purpose of evaluating that Candidate for the applicable role; (e) delete or return Candidate information if the Candidate is not hired; and (f) not share Candidate information with third parties without Reval's prior written consent.

5. Terms Specific to Recruiters

The following terms apply to Recruiters using the Service for reference checking.

1. Reference Check Services. Recruiters may use the Service to conduct AI-powered reference checks on candidates. The Recruiter is responsible for obtaining any necessary consent from candidates and references before using the Service.
2. Subscription Plans. Access to Recruiter features may be subject to a subscription plan with recurring fees. Unless cancelled at least three (3) days before the next renewal date, subscriptions will automatically renew. See Section 8 (Fees and Billing) for additional details.
3. Content Accuracy. Reval does not verify and is not responsible for the accuracy of reference information obtained through the Service. Recruiters are solely responsible for evaluating and acting on reference check results.

6. Use of Artificial Intelligence

The Service uses artificial intelligence and machine learning technologies extensively. By using the Service, you acknowledge and agree to the following:

1. AI-Powered Features. Reval uses AI for candidate sourcing, screening interviews, reference check conversations, candidate scoring, candidate matching, and job posting analysis. AI is a core part of how the Service operates.
2. No Guarantee of Accuracy. AI technologies, including large language models, may produce inaccurate, incomplete, or misleading results. Reval does not guarantee the accuracy or reliability of any AI-generated output. You are responsible for independently reviewing and evaluating any information provided by the Service before making decisions based on it.
3. Hiring Decisions. AI assists in candidate evaluation but does not make hiring decisions. Clients are solely responsible for all hiring and employment decisions. Reval's AI-generated scores, summaries, and recommendations are tools to assist, not to replace, human judgment.
4. Candidate Disclosure. Candidates who interact with the Service may be informed when they are communicating with or being evaluated by AI systems, in accordance with Applicable Law.
5. Output Ownership. You may use AI-generated output from the Service for lawful purposes related to the Service. However, you may not represent AI-generated content as human-generated, and you may not use output from the Service to train, develop, or improve any competing AI model or service.

7. Restrictions and Acceptable Use

Reval grants you a non-exclusive, limited, non-transferable, non-sublicensable license to access and use the Service for your personal or internal business purposes, subject to these Terms. You agree not to:

• Use the Service for any purpose that is unlawful or prohibited by these Terms.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying technology of the Service.
• Scrape, crawl, index, or use automated means to collect data or content from the Service.
• Share, sell, or transfer your account credentials or API keys to any third party.
• Upload or transmit viruses, malware, or any harmful code.
• Attempt to gain unauthorized access to the Service, other user accounts, or any systems or networks connected to the Service.
• Use the Service to send spam, unsolicited messages, or engage in harassment.
• Use information obtained from the Service to compete with Reval or to build a competing product or service.
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity.
• Use data or content from the Service to train, develop, or improve any machine learning model or AI system without Reval's prior written consent.

Violation of these restrictions may result in immediate suspension or termination of your account without notice.

8. Fees and Billing

1. Posting Fees. Each Job Posting is subject to a one-time, non-refundable Posting Fee, which is charged at the time the Job Posting is created. The Job Posting goes live upon successful payment.
2. Placement Fees. Placement Fees are contingency-based and are invoiced upon a Placement. Payment is due within thirty (30) days of the Candidate's start date, as described in Section 4.3.
3. Subscription Fees. Certain features of the Service (including Recruiter reference check tools) may be subject to recurring subscription fees. Subscriptions automatically renew unless cancelled at least three (3) days before the next renewal date. All subscription fees are non-refundable except as required by Applicable Law.
4. Payment Processing. Reval uses Stripe, Inc. as its payment processor. By using paid features of the Service, you authorize Reval (through Stripe) to charge your designated payment method. You are responsible for keeping your billing information accurate and up to date.
5. Taxes. All fees are exclusive of applicable taxes. You are responsible for all taxes associated with your use of the Service, excluding taxes on Reval's income.
6. Survival. All outstanding payment obligations, including Placement Fees for Candidates Introduced prior to termination, survive the termination or expiration of your account. The twelve (12) month Candidate Ownership Period set forth in Section 4.4 also survives termination.

9. User Content and Licensing

1. Your Content. You retain ownership of content you upload or submit to the Service ("User Content"), including but not limited to job descriptions, company information, resumes, and reference responses.
2. License to Reval. By submitting User Content, you grant Reval a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable, and sublicensable license to use, reproduce, modify, display, distribute, and create derivative works of your User Content in connection with operating, improving, and promoting the Service.
3. License to Other Users. You also grant other Users of the Service a non-exclusive license to access and use your User Content as permitted through the normal functionality of the Service (for example, Clients viewing Candidate profiles that have been submitted to them).
4. Representations. You represent and warrant that you have all necessary rights, consents, and permissions to submit your User Content, and that your User Content does not violate any Applicable Law or the rights of any third party.

10. Intellectual Property

1. Reval Intellectual Property. The Service and all materials therein, including software, algorithms, designs, text, graphics, logos, and trademarks, are owned by Reval or its licensors and are protected by intellectual property laws. Nothing in these Terms grants you any right to use Reval's trademarks, logos, or branding without our prior written consent.
2. Usage Data. Reval owns all diagnostic, technical, and usage data generated by your use of the Service. Reval may use this data for service improvement, product development, analytics, and research purposes.
3. Feedback. If you provide suggestions, feature requests, or other feedback about the Service, Reval may use such feedback without restriction, attribution, or compensation to you.

11. Privacy and Data Security

1. Privacy. Our collection and use of personal information is governed by our Privacy Notice. By using the Service, you acknowledge that your personal data may be transferred to and processed in the United States.
2. Security. Reval implements commercially reasonable security measures to protect data. However, no system is completely secure, and Reval cannot guarantee the absolute security of your information.

12. Confidentiality

Each party agrees to protect the other party's confidential information with the same degree of care it uses for its own confidential information (but no less than reasonable care). Confidential information includes, without limitation: Candidate data, business information, pricing terms, platform access credentials, and recruiting workflows. Neither party shall disclose the other party's confidential information except to employees, contractors, or advisors who need to know such information and who are bound by confidentiality obligations at least as protective as those contained herein.

13. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. REVAL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR AVAILABILITY. REVAL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

REVAL DOES NOT GUARANTEE ANY SPECIFIC HIRING OUTCOMES, CANDIDATE QUALITY, OR JOB PLACEMENT RESULTS. ALL CONTENT OBTAINED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DECISIONS MADE BASED ON INFORMATION FROM THE SERVICE.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REVAL AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REVAL'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO REVAL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

15. Indemnification

You agree to defend, indemnify, and hold harmless Reval and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your access to or use of the Service; (b) your violation of these Terms, any Applicable Law, or any third-party rights; (c) any User Content you submit that is inaccurate, misleading, or in violation of any law or right; (d) any hiring decisions you make based on information obtained through the Service; or (e) any unauthorized access to the Service using your account credentials.

16. Governing Law, Arbitration, and Class Action Waiver

1. Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions below.
2. Arbitration Agreement. Except for disputes that qualify for small claims court, all disputes arising out of or relating to these Terms or the Service shall be resolved through final and binding arbitration administered by JAMS under its applicable rules, before a single arbitrator. The arbitration shall be held in the county where you reside or in San Francisco County, California, at your election. You may opt out of this arbitration agreement by sending written notice to help@reval.site within thirty (30) days of first agreeing to these Terms.
3. Class Action Waiver. YOU AND REVAL EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

17. General Provisions

1. Assignment. You may not assign or transfer these Terms without Reval's prior written consent. Reval may assign these Terms at any time without notice.
2. Changes to Terms. Reval may modify these Terms at any time. We will provide notice of material changes by posting updated Terms on the Service and, where practicable, by email. Your continued use of the Service after such changes constitutes acceptance of the updated Terms.
3. Entire Agreement. These Terms, together with the Privacy Notice and any Additional Terms, constitute the entire agreement between you and Reval with respect to the Service.
4. Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
5. No Waiver. Reval's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
6. Contact. For questions about these Terms, please contact us at help@reval.site.