Terms of Service

1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with, a party. "Control" means ownership or control of more than 50% of the voting interests of the subject entity.

1.2 "Agreement" means these Terms of Service and any attachments thereto.

1.3 "Applicant" means any individual that Customer processes, evaluates, or otherwise considers for hiring, employment, or engagement using the Service.

1.4 "BlancAI Technology" means all software, hardware, infrastructure, algorithms, code, technology, know-how, templates, designs, user interfaces, processes, techniques, or other materials developed or licensed by BlancAI and provided to Customer under this Agreement, including the Service.

1.5 "Confidential Information" has the meaning set forth in Section 7.

1.6 "Customer Data" means data and content provided by Customer (including data about Applicants and usage data created through Customer's or its Users' use of the Service), excluding any BlancAI Technology.

1.7 "Fees" means the amounts payable by Customer for access to and use of the Service, as posted at https://blucor.ai/pricing.

1.8 "Malicious Code" means code, files, scripts, or programs intended to do harm, such as viruses, worms, time bombs, or Trojan horses.

1.9 "Order Form" means a document executed or approved by BlancAI and Customer that references these Terms, describes the Service purchased, states applicable Fees, and is governed by these Terms.

1.10 "Service" means BlancAI's hosted, cloud-based recruitment and hiring software, tools, data analytics, documentation, and any updates or enhancements provided by BlancAI. The Service includes standard support services as described in Section 4.1.

1.11 "Term" has the meaning set forth in Section 12.1.

1.12 "User" means any individual authorized by Customer to access and use the Service under Customer's account, including employees of Customer.

2.1 Registration & Plan Activation. To become a Customer, You must sign up for an account. For paid plans, Fees are billed by invoice (no credit card on file required). This Agreement becomes binding only upon (i) BlancAI's acceptance of Your signup and order and (ii) BlancAI's issuance of an invoice and Customer's timely payment or Customer's written commitment to the invoicing terms (as applicable).

2.2 Eligibility. Customer represents and warrants that it has full legal authority and right to enter into this Agreement. Any breach of this Section 2.2 may result in immediate termination of this Agreement by BlancAI.

2.3 Account Deletion. Customer accounts are not deleted via self-service. To delete an account, Customer must submit a request to BlancAI (e.g., support@blancai.io). Upon verified request, BlancAI will process deletion consistent with Section 12.3 and applicable law.

3.1 License Grant. Subject to payment of all applicable Fees and compliance with this Agreement, BlancAI grants Customer a limited, non-exclusive, non-transferable (except as permitted in Section 13.5) right to access and use the Service during the Term solely for Customer's internal business purposes in connection with recruitment and hiring.

3.2 Service Plans.

• Free Plan: Includes AI processing for job description creation and resume evaluation.
• Paid Plans: Include additional features such as AI Phone interviews, applicant tracking system integration, unlimited calls, and advanced analytics. Specific features and pricing are detailed at https://blucor.ai/pricing.
• Internal Users: Customer may permit an unlimited number of internal Users (employees) to access the Service. When spanning across organizations such as parent companies or subsidiaries, separate consultation and negotiation may be required.

3.3 Restrictions. Except as expressly allowed under this Agreement, Customer shall not (and shall not permit any third party to):

• (a) sell, resell, license, sublicense, distribute, rent, lease, or otherwise make the Service available to unauthorized third parties;
• (b) modify, copy, adapt, reverse-engineer, decompile, or disassemble any part of the Service;
• (c) circumvent any usage limits, user limits, or security controls;
• (d) remove or obscure any proprietary notices from the Service or Documentation;
• (e) use the Service in violation of any applicable laws or regulations (including but not limited to employment and anti-discrimination laws).

3.4 Reservation of Rights. BlancAI reserves all rights, title, and interest not expressly granted herein.

4.1 Standard Support. BlancAI will provide standard support for the Service at no additional charge, including reasonable technical assistance and reasonable measures to ensure availability of the Service in accordance with BlancAI's internal service-level objectives. BlancAI does not guarantee uninterrupted Service or any specific uptime. Planned downtime or maintenance may occur, and BlancAI will use commercially reasonable efforts to provide advance notice where practicable.

4.2 AI Features. The Service may include AI-driven screening, scoring, or analytics. Customer acknowledges that all outputs are informational only, and no specific hiring outcomes are guaranteed. Customer remains fully responsible for evaluating Applicants and ensuring compliance with applicable laws and regulations (including anti-discrimination and privacy laws).

4.3 Service Modifications. BlancAI may enhance or modify the Service, including discontinuing features. Any material changes will be communicated reasonably in advance. BlancAI may change the rates at any time by posting such change at https://blucor.ai/pricing. The new rate will apply to Your next billing cycle after the new rates have been published.

5.1 Monthly Subscription; No Refunds. The Service is sold on a prepaid monthly subscription basis. Except as expressly stated in this Agreement or required by law, Fees that have been paid are non-refundable. Information about BlancAI's service plans is posted on https://blucor.ai/pricing.

5.2 Fees and Invoicing. Customer shall pay the Fees for the Initial Term and any Renewal Terms as set forth in the Order Form. Unless otherwise expressly stated, invoices are issued electronically and are due within thirty (30) days of the invoice date (NET 30). Taxes are the Customer's responsibility (other than taxes on BlancAI's income).

5.3 Late Payment; Suspension. If any invoice is not paid by its due date, BlancAI may (a) assess late charges at the lesser of 1.5% per month or the maximum rate permitted by law, and (b) suspend the Service after a seven (7)-day grace period following written notice.

5.4 Billing Contact; Disputes. Customer shall maintain accurate billing contact details. Customer must in good faith dispute any invoiced amount within ten (10) days of receipt; undisputed portions remain due. The parties will work in good faith to resolve disputes promptly.

5.5 Payment Methods. Payments may be made by ACH, wire transfer, or other invoiced methods specified by BlancAI. BlancAI may update remittance instructions from time to time upon notice.

6.1 User Management. Customer is responsible for all activities by its Users, including maintaining the confidentiality of login credentials and preventing unauthorized use. Customer shall promptly notify BlancAI of any unauthorized access to or use of the Service.

6.2 Compliance & Lawful Use. Customer is solely responsible for:

• Ensuring its use of the Service complies with applicable laws and regulations (including employment, labor, anti-discrimination, and data protection laws);
• Making independent hiring decisions based on its own criteria;
• Confirming, storing, processing, sharing, and deleting Applicant data.

6.3 Prohibited Uses. Customer shall not use the Service to (a) upload or transmit Malicious Code, (b) violate third-party rights, (c) harass, defame, or engage in illegal activities, or (d) interfere with the Service's functionality.

7.1 Definition. "Confidential Information" means non-public, proprietary information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is either (a) designated as confidential or (b) should reasonably be understood to be confidential given the circumstances.

7.2 Obligations. The Receiving Party shall (a) not use the Disclosing Party's Confidential Information except as necessary to perform under this Agreement, and (b) not disclose the Disclosing Party's Confidential Information to third parties, except to employees and contractors who need to know.

7.3 Exceptions. Confidential Information excludes information that (a) becomes public through no breach by the Receiving Party, (b) was known by the Receiving Party before disclosure, (c) is lawfully received from a third party, or (d) is independently developed.

8.1 BlancAI Technology. All right, title, and interest in and to the BlancAI Technology remains with BlancAI.

8.2 Customer Data. All right, title, and interest in and to Customer Data remains with Customer. Customer grants BlancAI a limited license to use Customer Data to provide and improve the Service.

8.3 Feedback. If Customer provides suggestions or feedback regarding the Service, BlancAI may use it without restriction.

9.1 Service Warranty. BlancAI warrants that the Service will substantially conform to the material features described in the applicable Documentation under normal use. If the Service does not perform as warranted, BlancAI shall, at its discretion, either (a) repair the Service, or (b) terminate this Agreement and refund any prepaid Fees for the affected portion of the Term. This Section 9.1 sets forth Customer's exclusive remedy for any breach of this warranty.

9.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, BLANCAI PROVIDES THE SERVICE "AS IS" AND MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. BLANCAI DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

9.3 No Guarantees on Hiring Results. BLANCAI MAKES NO GUARANTEE CONCERNING ANY RECRUITMENT OUTCOMES, HIRING SUCCESS RATES, OR THE SUITABILITY OF ANY APPLICANT. CUSTOMER IS SOLELY RESPONSIBLE FOR COMPLIANCE WITH APPLICABLE EMPLOYMENT LAWS AND FINAL HIRING DECISIONS.

10.1 Exclusion of Certain Damages. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, BUSINESS, OR DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Aggregate Liability Cap. EXCEPT FOR LIABILITY ARISING FROM (A) BREACH OF CONFIDENTIALITY OBLIGATIONS, (B) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (C) CUSTOMER'S PAYMENT OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Allocation of Risk. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL APPLY EVEN IF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

11.1 Customer Indemnity. Customer shall defend, indemnify, and hold harmless BlancAI (and its officers, directors, employees, and agents) against any claim or liability arising out of (a) Customer's or its Users' misuse of the Service, (b) Customer's breach of any representation or warranty under this Agreement, or (c) any hiring decision, employment practice, or violation of law by Customer.

11.2 BlancAI Indemnity. BlancAI shall defend, indemnify, and hold harmless Customer from any third-party claim alleging that the Service, when used as permitted under this Agreement, infringes such third party's US intellectual property rights. If such a claim arises, BlancAI may, at its option, (a) modify the Service to be non-infringing, (b) secure the right for Customer to continue using the Service, or (c) terminate this Agreement and refund prepaid Fees for the unused portion of the Term. BlancAI shall have no indemnification obligation to the extent any claim arises from (i) modifications by Customer not authorized by BlancAI, or (ii) Customer's use of the Service in violation of this Agreement or applicable law.

11.3 Procedures. The indemnified party must (a) promptly provide written notice of any claim, (b) allow the indemnifying party to control the defense and settlement, and (c) reasonably cooperate with the indemnifying party's defense at the indemnifying party's expense. The indemnifying party shall not settle any claim without the indemnified party's prior written consent if it admits fault or imposes liability on the indemnified party.

12.1 Term. This Agreement starts on the effective date specified on the invoice or Order Form (the "Effective Date") and continues for the initial monthly subscription period (the "Initial Term"). After the Initial Term, this Agreement automatically renews for successive one-month periods (each, a "Renewal Term") unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term. The Initial Term and all Renewal Terms are collectively the "Term."

12.2 Termination for Cause. Either party may terminate this Agreement for cause if:

• (a) the other party materially breaches this Agreement and fails to cure within thirty (30) days after receiving written notice; or
• (b) the other party becomes insolvent, files for bankruptcy, or is subject to similar proceedings.

12.3 Effect of Termination/Expiration. Upon termination or expiration: (a) all rights granted to Customer under this Agreement immediately cease; (b) Customer shall pay all outstanding Fees; and (c) upon Customer's written request made within thirty (30) days after termination, BlancAI will make available a copy of Customer Data in a standard export format, after which BlancAI may delete Customer Data in its possession or control, subject to applicable law and its data-retention practices. Account deletion must be requested pursuant to Section 2.3.

12.4 Survival. Any term or condition that by its nature should survive termination (e.g., confidentiality, indemnification, limitations of liability, and payment obligations) will survive.

13.1 Publicity. With Customer's prior consent, BlancAI may reference Customer's name and/or logo to indicate that Customer is a client of BlancAI.

13.2 Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

13.3 Force Majeure. Neither party shall be liable for delays caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, riots, strikes, internet outages, or government actions.

13.4 Governing Law; Venue. This Agreement is governed by the laws of the State of Delaware, without regard to its conflicts of law principles. The exclusive venue for disputes shall be the state or federal courts located in Delaware, and the parties hereby consent to the personal jurisdiction of those courts.

13.5 Assignment. Neither party may assign or transfer this Agreement without the other party's prior written consent, except that BlancAI may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets. Any unauthorized assignment is void.

13.6 Notices. All notices under this Agreement shall be in writing and deemed given upon (a) personal delivery, (b) the second business day after mailing via certified mail, or (c) the first business day after sending by a recognized express courier. Notices to BlancAI shall be sent to BlancAI Inc., Attn: Legal Department, or via email to legal@blancai.com. Notices to Customer shall be sent to the email address associated with the Customer's account.

13.7 Entire Agreement; Amendment. This Agreement constitutes the entire agreement and supersedes all prior or contemporaneous oral or written communications between the parties regarding its subject matter. No modification or waiver of any term is effective unless in writing and signed by both parties, except for changes to pricing or features which may be updated as described in Section 4.3.

13.8 Severability; Waiver. If any provision is held invalid, illegal, or unenforceable, the remaining provisions will remain in effect. No waiver of any breach or default is a waiver of any subsequent breach or default.

13.9 No Third-Party Beneficiaries. This Agreement does not confer any rights or remedies upon any person or entity other than the parties and their respective successors and permitted assigns.

13.10 Counterparts. The Agreement may be executed in counterparts, including electronic counterparts, which together will form one binding instrument.