Terms of Service

These Terms of Service ("Terms") govern access to and use of the Talent Acquisition Operating System ("TAOS"), the TA Function Audit product, and related services (collectively, the "Services") provided by Setpoint Talent LLC ("Setpoint Talent," "we," "us," or "our"). By creating an account, completing an assessment, or otherwise using the Services, you ("Customer," "you") agree to these Terms.

If you are using the Services on behalf of a company or organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

1. Description of Services

Setpoint Talent provides:

• TAOS, a subscription software platform offering talent acquisition maturity coaching, milestone tracking, and related analytics ("TAOS Subscription").
• TA Function Audit, a diagnostic engagement assessing an organization's talent acquisition function across defined pillars, delivered as a structured report and supporting materials ("Audit Engagement").

The Services may incorporate artificial intelligence tools, including large language model providers, to generate coaching content, draft report language, and analyze submitted information. Outputs are generated by automated systems and, while designed to be accurate and useful, are provided as decision support, not as professional, legal, financial, or employment law advice. You are responsible for evaluating and validating any recommendation before acting on it.

2. Accounts and Access

• You must provide accurate information when creating an account or submitting evidence to an Audit Engagement.
• Access credentials (including one-time-passcode links used for Audit client portals) are for use by the individual or organization to whom they were issued and may not be shared outside your organization without our consent.
• We may suspend or terminate access for violation of these Terms, non-payment, or misuse of the Services (including attempts to extract, reverse-engineer, or misuse AI-generated outputs at scale).

3. Subscriptions, Fees, and Payment

• TAOS is offered on a subscription basis at the then-current published price. Fees are billed in advance on a recurring basis via our payment processor (Stripe) and are non-refundable except as required by law or expressly stated at time of purchase.
• Audit Engagements are billed per the applicable tier and statement of work agreed at the time of engagement.
• We may change subscription pricing prospectively with notice; continued use after a price change constitutes acceptance.
• You authorize our payment processor to charge your designated payment method for all fees incurred.

4. Customer Data

• "Customer Data" means information you or your organization submit to the Services, including diagnostic responses, uploaded documents, quantitative evidence, and coaching session content.
• You retain ownership of your Customer Data. You grant Setpoint Talent a license to use Customer Data solely to provide, maintain, and improve the Services, including generating your assessments, reports, and coaching outputs.
• We do not sell Customer Data. See the Privacy Policy for how Customer Data is processed, stored, and shared with service providers.
• You are responsible for ensuring you have the right to submit any information (including information about employees, candidates, or third parties) into the Services, and for complying with applicable data protection and employment laws in your own use of the Services.

5. Confidentiality

Each party agrees to protect the other's non-public information disclosed in connection with the Services using at least the same degree of care it uses for its own confidential information, and not to disclose it to third parties except as needed to perform under these Terms or as required by law. This section survives termination.

6. Anonymization and Case Use

Where Setpoint Talent references aggregate patterns, structural conditions, or case examples across its knowledge base or in coaching outputs, it does so without identifying your organization or personnel by name, except where you have separately and explicitly agreed in writing to be named (for example, as a named reference case).

7. Intellectual Property

• Setpoint Talent retains all right, title, and interest in the Services, including the underlying software, methodology, scoring frameworks, and content libraries. Nothing in these Terms transfers ownership of Setpoint Talent's intellectual property to you.
• You retain ownership of Customer Data as set out in Section 4.
• Feedback you voluntarily provide about the Services may be used by Setpoint Talent without obligation to you.

8. Beta and Pre-Release Features

Features designated as beta, pilot, or pre-release are provided "as is," may be modified or discontinued at any time, and are excluded from any uptime or accuracy commitments otherwise applicable to generally available features. Beta participants may be asked to agree to supplemental terms specific to the pilot.

9. Disclaimers

THE SERVICES, INCLUDING ANY AI-GENERATED CONTENT, ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SETPOINT TALENT DOES NOT WARRANT THAT OUTPUTS WILL BE ERROR-FREE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR EMPLOYMENT, LEGAL, OR REGULATORY PURPOSE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SETPOINT TALENT'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. SETPOINT TALENT SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Termination

Either party may terminate a subscription per its billing terms. We may suspend or terminate access immediately for breach of these Terms, non-payment, or conduct that risks harm to the Services or other users. Sections relating to fees owed, confidentiality, intellectual property, disclaimers, and limitation of liability survive termination.

12. Governing Law; Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Any dispute arising under these Terms shall be resolved in the state or federal courts located in Delaware, and each party consents to jurisdiction there.

13. Changes to These Terms

We may update these Terms from time to time. Material changes will be communicated via the Services or by email. Continued use after changes take effect constitutes acceptance.

14. Contact

Questions about these Terms can be directed to hello@setpointtalent.com.