Terms and Conditions of Use

Welcome to Yardstick, Inc.’s (“Yardstick,” “us,” or “our”) Talent Selection Platform (our “Platform”).  This Terms and Conditions of Use (the “Agreement”) agreement governs our provision and your use of yardstick.team and our subdomains (collectively, our “Sites”) and our app, platform, and related services (“Services”).  Our Platform includes our Sites and our Services.  Our Platform is maintained as a service to our customers and potential customers.  By using our Platform, you agree to comply with and be bound by the following terms and conditions of use.  “You” refers to the individual using our Platform.  If you are using the Platform as a representative of a company, you represent that you have the capacity to bind your company to all of the terms of this Agreement.  Please review this Agreement carefully.  If you do not agree to these terms and conditions of use, you should not use our Platform.

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What We Do:

Our Sites and Services are parts of our Platform that are designed to help our customers implement an easy-to-follow system to identify candidates likely to be high-performing employees.  We endeavor to connect job performance data to the interview process and evaluation criteria.  Our Platform helps identify talent fits based on data and social science research.  Our feedback mechanisms improve evaluation criteria and interview processes as the system is used. The Platform considers role-specific competencies and company cultural competencies to provide a robust evaluation process that integrates with structured interviews coordinated across a hiring team.  The Platform uses artificial intelligence (“AI”) and language models (“LLMs”) to create parts of the interview process and to interpret conversational data from interviews to suggest improvements to the interview and hiring process. We want our customers to hire the best people for their teams.

1. 1. Agreement. This Agreement specifies the terms and conditions for access to and use of the Platform and describes the terms and conditions applicable to your access and use of the Platform. This Agreement may be modified at any time by Yardstick upon posting of the modified Agreement.  Any such modifications will be effective immediately.  You can view the most recent version of these terms at any time at yardstick.team/terms. Each use of our Platform, including any portion of the Sites and Services, by you will constitute and be deemed your unconditional acceptance of this Agreement.  Additional terms may apply for use of our Platform.  These terms may be found in our Master Service Agreement (“MSA”), as applicable, and Service Agreements.  Unless specifically superseded by an MSA or Service Agreement, this Agreement is hereby incorporated into any MSA or Service Agreements the Parties may enter into.  
2. 2. Privacy. Your visit to our Platform is also governed by our Privacy Policy. Please review our Privacy Policy at yardstick.team/privacy-policy.  We also maintain a Cookie Policy that you may access at yardstick.team/cookies.  Our Privacy Policy and Cookie Policy are hereby incorporated by reference herein into this Agreement.
3. 3. Ownership. All content included on this Platform is and will continue to be the property of Yardstick or its content suppliers and is protected under applicable copyright, patent, trademark, and other proprietary rights. Any copying, redistribution, use or publication by you of any such content or any part of the Platform is prohibited, except as expressly permitted in this Agreement. Under no circumstances will you acquire any ownership rights or other interest in any content by or through your use of the Platform.
4. 4. Intended Audience. Our Platform is a commercial service intended for adults only. This Platform is not intended for any children under the age of 13.  If you are between the ages of 13 and 18, by using the Platform you represent that you have (a) read and understood this Agreement and (b) received a parent or guardian’s consent to use the Platform.  
5. 5. Platform Use. Yardstick grants you a limited, revocable, nonexclusive license to use this Platform solely for your own business hiring use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. You agree not to copy materials on the Platform; reverse engineer or break into the Platform; or use our materials, Sites, Platform, or Services in violation of any law. You agree to use Yardstick’s AI and LLMs in the way intended by the Platform and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other uses. The use of this Platform is at the discretion of Yardstick, and Yardstick, in its sole discretion, may terminate your use of the Platform at any time without notice to you.  Yardstick reserves the right to set and adjust pricing for access to the Platform.  You are responsible for all costs and expenses associated with your access and use of the Platform.  
6. 6 Compliance with Laws. You agree to comply with all applicable laws regarding your use of the Platform. You further agree that information provided by you is truthful and accurate to the best of your knowledge.
7. 7. Indemnification. You agree to indemnify, defend, and hold Yardstick and our partners, employees, and affiliates harmless from any liability, loss, claim and/or expense, including reasonable attorneys’ fees, related to your violation of this Agreement or use of the Platform.
8. 8. Disclaimer. THE INFORMATION AND SERVICES ON THIS PLATFORM, INCLUDING THOSE POWERED BY AI AND LLMs, ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. YOU AGREE THAT USE OF THIS PLATFORM AND ITS AI-DRIVEN FEATURES IS AT YOUR SOLE RISK. YARDSTICK DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY EXPRESS WARRANTIES, STATUTORY WARRANTIES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. WITHOUT LIMITING THE FOREGOING, YARDSTICK SPECIFICALLY DISCLAIMS ANY WARRANTY:
10. (a) THAT THE AI-GENERATED CONTENT OR RECOMMENDATIONS WILL BE ERROR-FREE, UNBIASED, OR ENTIRELY ACCURATE; (b) REGARDING THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE AI-POWERED FEATURES; (c) THAT THE AI SYSTEMS WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS; (d) THAT THE AI TECHNOLOGY WILL REMAIN UNCHANGED OR THAT ALL FEATURES WILL BE AVAILABLE AT ALL TIMES.
11. YOU ACKNOWLEDGE THAT AI TECHNOLOGY IS RAPIDLY EVOLVING AND THAT THE FUNCTIONALITY OF OUR AI SYSTEMS MAY CHANGE WITHOUT NOTICE. YOU ALSO UNDERSTAND THAT AI SYSTEMS MAY PRODUCE OUTPUTS THAT REFLECT BIASES PRESENT IN THEIR TRAINING DATA OR ALGORITHMS.
12. TO THE EXTENT YOUR JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE PLATFORM, INCLUDING ITS AI-POWERED FEATURES, WILL BE TO DISCONTINUE USING THE PLATFORM.
13. YOU AGREE TO INDEPENDENTLY VERIFY ANY CRUCIAL INFORMATION OR DECISIONS DERIVED FROM OUR AI SYSTEMS AND NOT TO RELY SOLELY ON AI-GENERATED OUTPUTS FOR IMPORTANT DECISIONS.

9. 9. Limitation of Liability. EXCEPT WITH RESPECT TO EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR THE PARTIES’ INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE FEES RECEIVED FROM OR PAYABLE BY YOU TO YARDSTICK PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. EXCEPT FOR A BREACH OF THE LICENSE RESTRICTIONS OR CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS OR LOSS OR INTERRUPTION OF USE OF ANY FILES, DATA OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.
10. You may have additional rights under certain laws (including consumer laws) that do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you.

10. 10. Use of Information. Yardstick reserves the right, and you authorize us, to use all information regarding Platform uses by you and all information provided by you in any manner consistent with our Privacy Policy and Cookie Policy. Additionally:
11. (a) AI MODEL USAGE: Yardstick employs artificial intelligence (AI) and large language models as part of our Services. We want to be clear about how we use your information in relation to these AI features:
12. i. NON-TRAINING POLICY: Yardstick does not use your personal data or any data you input into our Platform to train, retrain, tune, or otherwise improve our AI models or those of third parties.
13. ii. PERFORMANCE OPTIMIZATION: We do analyze the results and outputs generated when you use our AI-powered features. This analysis is used solely to: 
14. - Improve and refine the prompts we use with our AI models 
15. -- Evaluate and select the highest performing AI models for our Services 
16. - Enhance the overall quality and relevance of AI-generated outputs
17. (b) AGGREGATE AND ANONYMIZED DATA: We may use aggregate and anonymized data derived from Platform usage to improve our Services, including our AI-powered features. This data is stripped of all personal identifiers and cannot be traced back to individual users.
18. (c) CONFIDENTIALITY: All your input data and the results generated from our AI models for your use cases are treated as Confidential Information as defined in Section 11 of this Agreement.
19. (d) TRANSPARENCY: We are committed to being transparent about our use of AI technologies. If our practices regarding AI and data usage change, we will update this section and notify our users accordingly.
20. (e) CONTROL: You have the right to control your data as outlined in our Privacy Policy. If you have any questions or concerns about how your information is used in conjunction with our AI features, please contact us at privacy@yardstick.team.
21. By using our Platform, you acknowledge and agree to these information usage practices. Your use of the Platform is also governed by our Privacy Policy, which provides additional details on how we collect, use, and protect your information.

11.  11. Confidential Information. 
    1. (a) Definition of Confidential Information. As used in this Agreement, “Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.  Without limitation, your Confidential Information will include the data that you provide to the Platform or Yardstick; Yardstick’s Confidential Information will include its Services; and Confidential Information of each Party will include business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
    2. (b) Protection of Confidential Information. The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care). The Receiving Party agrees (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither Party will disclose the terms of an MSA or any Service Agreement to any third party other than its affiliates and its legal counsel and accountants without the other Party’s prior written consent.  For purposes of your use of the Platform, you agree that Yardstick may use your Confidential Information to operate its Platform as it deems necessary and appropriate.  
    3. (c) Third-Party AI Services. Yardstick uses third-party APIs to provide AI and large language model (LLM) features for our platform. By using our Platform, you acknowledge and agree to the following:some text
       1. (i) DATA TRANSMISSION: Some of your Confidential Information may be transmitted to the LLM API providers’ servers when you use our AI-powered features. This transmission is necessary for the functionality of these features.
       2. (ii) DATA HANDLING: The LLM API providers processes this data solely to provide the requested AI services and in accordance with their own privacy and security policies. Yardstick has entered into appropriate data processing agreements with the LLM API providers to ensure the protection of your Confidential Information.
       3. (iii) NO SECONDARY USE: LLM providers are contractually prohibited from using your Confidential Information for any purpose other than providing the requested AI services to Yardstick. This includes, but is not limited to, prohibitions on using your data to train or improve their AI models.
       4. (iv) DATA RETENTION: The LLM API providers retains data processed through their API only for the duration necessary to provide the requested services, after which it is deleted in accordance with their data retention policies.
       5. (v) SECURITY MEASURES: Both Yardstick and the LLM API providers implement industry-standard security measures to protect your Confidential Information during transmission and processing.
    4. (d) Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
    5. (e) Use for Platform Operation. By using the Platform, you agree that Yardstick may use your Confidential Information to operate its Platform as it deems necessary and appropriate, including transmitting certain Confidential Information to the LLM providers API for the provision of AI services.
    6. (f) Notification of Breach. In the event of any actual or suspected unauthorized access to or disclosure of your Confidential Information, Yardstick will promptly notify you and take necessary steps to mitigate the effects of such breach.
12. 12. Trademarks. “Yardstick,” “Talent Selection Platform,” and others are either trademarks or registered trademarks of Yardstick, Inc. Other product and company names mentioned on our Platform may be trademarks of their respective owners.
13. 13. Copyrights and Copyright Agent. If you believe your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please provide a notice containing all of the following information to our copyright agent.
    1. (a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
    2. (b) A description of the copyrighted work that you claim has been infringed;
    3. (c) A description of where the material that you claim is infringing is located on the Platform;
    4. (d) Your address, telephone number, and email address;
    5. (e) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
    6. (f) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
14. Our copyright agent for notice of claims of copyright infringement on the Platform can be reached as follows:
    1. By email: copyright@yardstick.team 

14. 14. Applicable Law and Agreement to Binding Arbitration. You agree that the laws of the state of Washington, without regard to conflict of laws provisions, will govern this Agreement and any dispute that may arise between you and Yardstick or its affiliates.  Any dispute, claim or controversy between you and Yardstick, its agents, employees, officers, directors, principals, successors, assigns, subsidiaries or affiliates (collectively for purposes of this section, “Yardstick”) arising from or relating in any way to (1) this Agreement and their interpretation or the breach, termination or validity thereof, and the relationships that result from this Agreement; or (2) your use of Yardstick’s Platform (collectively, “Covered Disputes”) will be resolved by binding arbitration, rather than in court.
15. The arbitrator also has the sole authority to and will address all claims or arguments by both Parties concerning the formation, legality, and enforceability of this arbitration clause, the scope of this clause, and the arbitrability of any claim or issue arising between us.
16. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.

15. 15. Severability. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
16. 16. Waiver. The failure of Yardstick to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. Any waiver of this Agreement by Yardstick must be in writing and signed by an authorized representative of Yardstick.
17. 17. Termination. Yardstick may terminate this Agreement and your access to the Platform at any time, with or without notice, for any reason.  
18. 18. Relationship of the Parties. Nothing contained in this Agreement or your use of the Platform will be construed to constitute either Party as a partner, joint venturer, employee or agent of the other Party, nor will either Party hold itself out as such. Neither Party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other Party, it being intended by both Parties that each will remain independent contractors responsible for its own actions.
19. 19. Entire Agreement. This Agreement constitutes the entire agreement between you and Yardstick and governs the terms and conditions of your use of the Platform, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Yardstick with respect to this Platform. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use the Platform. Yardstick may revise this Agreement at any time by updating this Agreement and posting it on the Platform. Accordingly, you should visit the Platform and review the Agreement periodically to determine if any changes have been made. Your continued use of this Platform after any changes have been made to this Agreement signifies and confirms your acceptance of any such changes or amendments to this Agreement.
20. 20. Contact Information.‍
21. Yardstick Inc
22. legal@yardstick.team

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