Terms of Service

1. Acceptance of Terms

By accessing or using TalentSprout's website, platform, APIs, or any related services (collectively, the "Service"), you agree to be bound by these Terms of Service ("Terms"). If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you must not access or use the Service. These Terms constitute a legally binding agreement between you and 11022822 Canada Inc., operating as TalentSprout.

These Terms apply to all visitors, users, customers, candidates, and any other parties who access or use the Service. Supplementary terms or policies (including our Privacy Policy) are incorporated by reference and form part of these Terms.

2. Definitions

For the purposes of these Terms, the following definitions apply:

• "TalentSprout," "we," "our," or "us" refers to 11022822 Canada Inc., a corporation incorporated in Ontario, Canada, operating under the trade name TalentSprout.
• "Customer" or "you" refers to the organization or individual that has registered for an account and subscribes to the Service.
• "Candidate" refers to any individual who participates in an interview conducted via the Service.
• "User" refers to any individual who accesses or uses the Service, including Customers, their authorized team members, and Candidates.
• "Customer Data" refers to all data, content, and materials that a Customer or its Users upload, submit, or create through the Service.
• "Service" refers to the TalentSprout platform, website, APIs, integrations, and all related functionality and documentation.
• "Subscription" refers to the paid plan under which the Customer accesses the Service.

3. Description of Service

TalentSprout provides an AI-powered interview and hiring platform designed to help organizations streamline their recruitment process. Our Service includes, but is not limited to:

• AI-generated and customizable interview creation
• Live and asynchronous video/audio interview sessions
• Automated candidate screening, scoring, and evaluation
• Resume parsing, analysis, and candidate profiling
• Hiring team collaboration tools (notes, tags, shortlists)
• Performance analytics and reporting dashboards
• Candidate sharing and external review workflows
• API access and third-party integrations

We reserve the right to modify, update, suspend, or discontinue any part of the Service at any time. We will use reasonable efforts to provide advance notice of material changes that may affect your use of the Service.

4. User Accounts

To access the Service, you must create an account and provide accurate, complete, and current registration information. You are responsible for:

• Maintaining the confidentiality and security of your account credentials, including passwords
• All activities that occur under your account, whether or not authorized by you
• Promptly notifying us of any unauthorized use or suspected security breach
• Ensuring all account information remains accurate and up-to-date
• Restricting access to your account to authorized personnel within your organization

You may invite team members to your organization account. The account owner is responsible for the actions of all invited team members. We offer role-based access controls to help you manage permissions within your organization.

We reserve the right to suspend or terminate accounts that we reasonably believe are in violation of these Terms, are being used fraudulently, or pose a security risk.

5. Subscriptions & Billing

Subscription Plans

Access to certain features of the Service requires a paid Subscription. Subscription plans, pricing, and included features are described on our pricing page and may be updated from time to time. We offer both monthly and annual billing cycles.

Payment Terms

• All pricing is in USD
• Payment is processed securely through Stripe. We do not store your full credit card details
• Subscriptions automatically renew at the end of each billing cycle unless cancelled prior to the renewal date
• Fees are non-refundable except as required by applicable law or as expressly stated in these Terms
• We may change our pricing with at least 30 days' advance notice. Price changes take effect at the start of your next billing cycle

Free Trials & Pilots

We may offer free trials or promotional access at our discretion. Free trials do not require a credit card and do not automatically convert to a paid Subscription. At the end of a free trial, you may choose to subscribe to a paid plan to continue using the Service.

We may also offer custom pilot programs with separately agreed terms. Where specific terms have been agreed for a pilot program, those terms take precedence over these Terms for the duration of the pilot period.

Cancellation

You may cancel your Subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period. You will retain access to the Service until the end of your paid period. No partial refunds are provided for unused time within a billing cycle.

6. Acceptable Use

You agree to use the Service only for lawful purposes and in compliance with these Terms, all applicable laws, and all applicable regulations. When using the Service, you agree not to:

• Share, redistribute, or publicly disclose interview content, candidate data, or AI-generated evaluations to unauthorized third parties
• Attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code of any part of the Service
• Use the Service for any illegal, fraudulent, or unauthorized purpose
• Violate any applicable local, national, or international laws or regulations, including employment and anti-discrimination laws
• Infringe upon the intellectual property, privacy, or other rights of any third party
• Use the Service to harass, discriminate against, or harm any individual, including candidates
• Introduce malicious code, viruses, or any other technology that may harm the Service or other users
• Circumvent, disable, or interfere with any security or access control features of the Service
• Scrape, crawl, or use automated means to access the Service without our written consent
• Create multiple accounts to circumvent usage limits, bans, or other restrictions
• Resell, sublicense, or provide access to the Service to third parties without our prior written consent

We reserve the right to investigate and take appropriate action against any violations, including suspending or terminating your account and reporting illegal activity to law enforcement authorities.

7. Intellectual Property

Our Intellectual Property

The Service, including its design, code, features, functionality, documentation, trademarks, logos, and all other content and materials (excluding Customer Data), are and remain the exclusive property of TalentSprout and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any content from the Service without our prior written consent, except as expressly permitted by these Terms.

License to Use the Service

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during the term of your Subscription.

Feedback

If you provide us with feedback, suggestions, or ideas regarding the Service, you grant us a worldwide, royalty-free, perpetual, irrevocable license to use, modify, and incorporate such feedback into the Service without any obligation or compensation to you.

8. Data Ownership & Privacy

Your Data

You retain all ownership rights to your Customer Data. By using the Service, you grant us a limited license to process, store, and display your Customer Data solely as necessary to provide the Service to you.

Candidate Data

When Candidates use the Service to participate in interviews, we process their data on your behalf as a data processor. You, as the Customer, are the data controller and are responsible for ensuring that your use of Candidate data complies with all applicable privacy and employment laws, including obtaining any necessary consents.

Privacy

Your use of the Service is also governed by our Privacy Policy, which is incorporated by reference into these Terms. Please review our Privacy Policy to understand our practices regarding the collection, use, and protection of your personal information.

Data Processing Addendum

We offer a Data Processing Addendum (DPA) for customers upon request. If your organization requires a DPA to meet regulatory or procurement requirements, please contact privacy@talentsprout.ai.

Data Portability & Deletion

You may export your Customer Data at any time through the Service or by contacting us. Upon termination of your account, we will retain your data for a reasonable period to allow retrieval, after which it will be securely deleted. Candidates may exercise their data rights through our Data Rights Portal.

9. AI-Generated Content

The Service uses artificial intelligence (including OpenAI language models) to generate interview questions, candidate evaluations, scores, transcriptions, and other content ("AI Output"). You acknowledge and agree that:

• AI Output is generated algorithmically and is provided as a tool to assist, not replace, human decision-making
• AI Output may contain inaccuracies, biases, or errors. You are solely responsible for reviewing and validating all AI Output before relying on it
• Final hiring decisions must be made by qualified humans. TalentSprout does not make hiring decisions on your behalf
• You are responsible for ensuring that your use of AI Output complies with all applicable employment, anti-discrimination, and data protection laws
• Your data is not used to train AI models. We use OpenAI's API, which does not use customer data for model training
• We do not guarantee the accuracy, completeness, or fitness for purpose of any AI Output

You assume all risk associated with your use of and reliance on AI Output. TalentSprout shall not be liable for any decisions made or actions taken based on AI-generated content.

10. Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party except as necessary to perform obligations under these Terms or as required by law.

"Confidential Information" includes, but is not limited to: Customer Data, business plans, technical information, pricing, product roadmaps, security practices, and any information that is designated as confidential or that a reasonable person would understand to be confidential.

Confidential Information does not include information that is: (a) publicly available through no fault of the receiving party; (b) rightfully received from a third party without restrictions; (c) independently developed without use of the disclosing party's Confidential Information; or (d) required to be disclosed by law, regulation, or court order, provided that the receiving party gives reasonable notice to the disclosing party.

11. Warranties & Disclaimers

Our Commitment

We will use commercially reasonable efforts to make the Service available, secure, and performant. We strive to maintain high standards of quality and reliability in our platform.

Disclaimer

12. Limitation of Liability

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so some of the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless TalentSprout (11022822 Canada Inc.), its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to:

• Your use of the Service or any breach of these Terms
• Your violation of any applicable law, regulation, or third-party rights
• Your Customer Data or the use thereof by us as permitted under these Terms
• Your hiring decisions, including those informed by AI-generated evaluations
• Any dispute between you and a Candidate relating to the hiring process

We will promptly notify you of any claim and cooperate with your defense. You may not settle any claim that imposes obligations on us without our prior written consent.

14. Termination

Termination by You

You may terminate your account at any time by cancelling your Subscription through your account settings or by contacting us at support@talentsprout.ai. Termination takes effect at the end of your current billing period.

Termination by Us

We may suspend or terminate your account and access to the Service immediately, without prior notice or liability, if:

• You breach any provision of these Terms
• Your payment method fails and you do not provide alternative payment within a reasonable period
• We are required to do so by law or regulatory authority
• Your use of the Service poses a security risk or may adversely affect other users

Effect of Termination

Upon termination, your right to use the Service immediately ceases. We will retain your data for 30 days following termination to allow you to export your Customer Data. After this period, your data will be permanently deleted from our systems, except where retention is required by law. Sections of these Terms that by their nature should survive termination (including Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, and Governing Law) will continue in full force and effect.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

You agree that any legal action or proceeding arising out of or relating to these Terms or the Service shall be brought exclusively in the courts of competent jurisdiction located in Toronto, Ontario, Canada. You consent to the personal jurisdiction of such courts and waive any objection to venue.

16. Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the Service, the parties agree to first attempt to resolve the matter informally by contacting us at legal@talentsprout.ai.

If the dispute cannot be resolved informally within 30 days, either party may submit the dispute to binding arbitration administered under the rules of the ADR Institute of Canada. The arbitration shall be conducted in Toronto, Ontario, in English, by a single arbitrator.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

17. Changes to Terms

We reserve the right to modify or replace these Terms at any time. When we make changes, we will:

• Update the "Last Updated" date at the top of these Terms
• Provide at least 30 days' advance notice of material changes via email to registered account holders
• Post a prominent notice on our website for significant revisions

Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms. If you do not agree with the updated Terms, you must stop using the Service and cancel your Subscription. Material changes will not apply retroactively to disputes arising before the effective date of the change.

18. Contact Us

If you have any questions about these Terms of Service, please contact us: