Terms of Service

1. Agreement to These Terms

These Terms of Service (“Terms”) are a legal agreement between Readiness Engine, Inc. (the “Company,” “we,” “us,” or “our”) and you, governing your access to and use of Readiness Engine at readinessengine.io, together with any related applications, dashboards, and services (the “Services”).

By accessing or using the Services, you agree to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization. “You” and “your” refer to the accepting party.

These Terms incorporate by reference our Privacy Policy and any Order Form or Data Processing Agreement executed between us.

2. Definitions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

“Client” means an organization contracting with the Company to commission assessments of Participants and receive the corresponding Outputs.

“Consequential Decision” means a decision producing legal effects for a Participant or similarly significantly affecting the Participant, including decisions about employment, hiring, promotion, termination, admissions, access to programs, access to financial products or services, investment selection, or partnership selection.

“Output” means the scores, profiles, interpretations, classifications, and other results generated by the Services from Participant inputs.

“Participant” means an individual completing or whose information is processed in connection with a Readiness Engine assessment.

“Participant Data” means information provided by or about a Participant in connection with an assessment, including Assessment Inputs, video interview responses (including any biometric identifiers or biometric information they contain), and derived Outputs.

3. Eligibility

You must be at least 18 years old to use the Services. You represent that you have the legal capacity to enter into these Terms and will comply with all laws applicable to your use.

4. Accounts and Access

Certain features require an account. You agree to provide accurate, current, and complete information, to maintain the security of your credentials, and to notify us promptly of any unauthorized use. You are responsible for activity under your account. We may suspend or terminate access if we reasonably believe credentials have been compromised or Terms have been breached.

5. The Services — Three-Tier Model

Readiness Engine is offered in three tiers. Each has a different role for artificial intelligence, a different role for human review, and a different permitted use. Tier selection is substantive and determines what the Output may lawfully be used for.

5.1 Standard Tier

Outputs generated by a single AI model. Advisory only. Standard Tier Outputs must not be used as the sole or primary basis for any Consequential Decision.

5.2 Triangulated Tier

Outputs generated by three AI models cross-referenced to increase robustness. Advisory only. Triangulated Tier Outputs must not be used as the sole or primary basis for any Consequential Decision.

5.3 Human-Reviewed Tier

AI-generated Outputs are reviewed by a qualified human reviewer engaged by the Company, who exercises meaningful oversight over the final Output delivered to the Client. The Human-Reviewed Tier is required for any use of an Output as a basis for a Consequential Decision.

5.4 Summary Statement

AI-generated assessment results under the Standard and Triangulated Tiers are advisory only and must not be used as the sole or primary basis for employment, admissions, or other Consequential Decisions.

6. Consequential Use Gate

Clients intending to use Outputs as a basis for any Consequential Decision must subscribe to, and use, the Human-Reviewed Tier for that purpose. This requirement protects Participants and supports obligations applicable under the EU Artificial Intelligence Act (Regulation 2024/1689), the Illinois Artificial Intelligence Video Interview Act, state AI-in-employment statutes, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, and analogous anti-discrimination and fair-employment laws applicable in your jurisdiction.

If a Client uses a Standard Tier or Triangulated Tier Output as a material basis for a Consequential Decision, the Client is in material breach of these Terms. In addition to any other remedy, the Company may suspend access immediately, terminate the Client's account, and require written assurances and remediation before access is restored. The Client remains responsible under Sections 10 and 20 for any claim, damage, or liability resulting from such use.

7. AI Advisory Disclaimer

Assessment Outputs are generated using artificial intelligence and are intended as developmental guidance, not diagnostic or predictive judgments. The Company makes no warranty regarding the accuracy, completeness, or suitability of AI-generated Outputs for any particular purpose.

Outputs are not a substitute for professional advice, including medical, psychological, legal, or financial advice, and do not constitute a diagnosis of any medical, psychological, or psychiatric condition. Any use of Outputs by a Client in connection with a Consequential Decision remains subject to Section 6 and the Client's independent obligations under applicable law.

8. Participant Consent and Withdrawal

Participants consent before beginning an assessment. Consent is presented in a manner that is informed, specific, and unbundled from agreement to these Terms. Where biometric information is collected (as defined in the Privacy Policy) or Special Category Data is processed, consent for that processing is additionally presented as a distinct, unbundled choice.

A Participant may withdraw consent at any time by contacting support@readinessengine.io. Withdrawal halts future processing immediately, does not affect the lawfulness of prior processing, and does not require the Company or Client to retract Outputs already delivered. The Company will honor subsequent deletion requests to the extent required by applicable law and will coordinate with the Client where the Participant has rights against the Client.

9. Client Responsibilities

If you are a Client, you agree that:

• You will use Readiness Engine only for lawful purposes and in accordance with these Terms.
• You will not use Standard or Triangulated Tier Outputs as a basis for Consequential Decisions.
• You will provide Participants with clear notice of the purpose of the assessment and the intended use of the Outputs, prior to the assessment.
• You have a lawful basis to request assessments of the Participants you submit, including consent where required in the Participant's jurisdiction.
• You will not use the Services or Outputs in any manner that violates applicable anti-discrimination, fair-employment, or fair-housing law in the Participant's jurisdiction, including Title VII, the ADA, the ADEA, state civil rights laws, the EU Equality Directives, the Canadian Human Rights Act, and provincial human rights codes.
• Where the EU AI Act, the Illinois AI Video Interview Act, the New York City Local Law 144, the Colorado AI Act, or similar AI-specific laws impose obligations on you as a deployer, you remain solely responsible for those obligations, including any required notice, consent, bias testing, impact assessment, or human oversight procedures in your own operations.
• For Illinois Participants undergoing AI video interview analysis, you will comply with the Illinois Artificial Intelligence Video Interview Act (820 ILCS 42/), including providing required notice and obtaining required consent, whether directly or through the Company's consent flow.
• You will honor Participant rights under applicable law and cooperate with the Company in responding to Participant rights requests within the applicable statutory timeframes.
• You will not attempt to reverse engineer, duplicate, or extract the underlying models or methodology from Outputs.

10. User Content and License

“User Content” means all content you or a Participant submits to the Services, including Assessment Inputs, video and audio recordings (and any biometric information they contain), written reflections, and correspondence. As between you and us, you or the Participant (as applicable) retain all rights in User Content.

You (or the Participant for Participant-submitted content) grant the Company a worldwide, non-exclusive, royalty-free license to process User Content as necessary to provide the Services, generate Outputs, maintain the audit trail, and comply with legal obligations. The license terminates when the underlying data is deleted in accordance with the Privacy Policy.

The Company will not use identifiable User Content to train or fine-tune AI/ML models without separate, explicit, unbundled consent from the Participant. Aggregated or anonymized data that cannot reasonably identify a Participant may be used for research, product improvement, and model evaluation.

11. Data Processing and Sub-Processors

11.1 Role of the parties

The Company processes Personal Data in accordance with the Privacy Policy. Where the Company processes Personal Data on behalf of a Client (as a processor under the GDPR and Quebec Law 25, or in an equivalent role under PIPEDA and US state privacy laws), a Data Processing Agreement (“DPA”) governs that processing and is executed prior to or contemporaneously with the Order Form. The DPA includes the elements required by GDPR Article 28, including processing subject matter, duration, nature and purpose, categories of data and data subjects, and obligations of the parties.

11.2 Sub-processors and objection right

The Company uses third-party sub-processors to deliver the Services. A current list is maintained at readinessengine.io/sub-processors and in the Privacy Policy. We maintain written data processing agreements with all sub-processors containing obligations no less protective than those the Company has accepted toward the Client. We provide Clients with at least 30 days' advance notice of material changes to the sub-processor list through the Platform or by email.

Where a Client has a reasonable objection to a new sub-processor based on demonstrated data-protection grounds, the Client may provide written objection within 30 days of notice. The Company and the Client will work in good faith to resolve the objection. If the objection cannot be resolved within 60 days, the Client may terminate the affected Services for convenience with pro-rata refund of any prepaid fees for the terminated Services.

11.3 International transfers

Where the Services involve transfer of Personal Data out of the EU/UK/Switzerland, the DPA incorporates the applicable Standard Contractual Clauses, UK Addendum or IDTA, and supplementary measures per the Privacy Policy. For Canadian transfers, the DPA includes PIPEDA- and Quebec Law 25-compliant safeguards.

12. Data Retention

Assessment data is retained for 12 months from the date of assessment completion unless the Client has a custom retention agreement in writing with the Company. After the retention period, records are automatically flagged for deletion and deleted in the normal course. Biometric information is destroyed consistent with the BIPA-aligned retention in the Privacy Policy. Clients and Participants may request earlier deletion at any time.

13. EU AI Act — Roles and Documentation

Where Readiness Engine is used in a manner that falls within the scope of the EU Artificial Intelligence Act (Regulation 2024/1689), the Company acts as a provider of an AI system under that regulation. Where the use is within Annex III (including use in employment, access to education, or similar contexts), the Company acts as provider of a high-risk AI system. In those cases, the Company maintains:

• A documented risk management system across the lifecycle of the system.
• Data governance measures applicable to training, validation, and testing data sets.
• Technical documentation as required by Annex IV.
• Automatic event logging for traceability.
• Human oversight procedures, delivered through the Human-Reviewed Tier.
• Post-market monitoring and serious-incident reporting where applicable.
• A CE marking and a registration in the EU AI Act database prior to making high-risk uses available in the EU, where required.

The Client, as a deployer under the EU AI Act, is responsible for Article 26 deployer obligations, including worker notification requirements where the AI system is used in a workplace, human oversight of the AI system within the Client's environment, and cooperation with national competent authorities. The Company will provide deployment instructions, technical documentation summaries, and a list of intended purposes and limitations sufficient for the Client to perform its Fundamental Rights Impact Assessment where required.

14. Fees and Payment

Fees for the Services are as set forth in an Order Form or subscription page. Unless otherwise agreed in writing, fees are payable in advance, non-refundable once paid, and exclusive of taxes. Late payments accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. We may suspend access for non-payment after reasonable notice. Any auto-renewing subscription will be clearly disclosed and cancelable consistent with California Business and Professions Code § 17602, the EU Consumer Rights Directive, and other applicable consumer laws.

15. Intellectual Property

The Services, including all software, models, methodology, assessment frameworks, documentation, and branding, are the exclusive property of the Company and its licensors. Subject to these Terms and payment of fees, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes or, for a Participant, personal developmental use. You may not copy, modify, distribute, resell, sublicense, reverse engineer, or create derivative works from the Services, except to the extent applicable law prohibits such restriction.

Feedback you provide about the Services is non-confidential, and the Company may use it without obligation to you.

16. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes, without limitation, the Company's models, methodology, and pricing; the Client's business information, Participant lists, and assessment purposes; and the User Content of any Participant.

The receiving party will (a) use Confidential Information only for the purposes of these Terms; (b) protect it using at least the same degree of care it uses to protect its own confidential information (and no less than reasonable care); and (c) disclose it only to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations no less protective than these. Confidential Information does not include information that is publicly known, rightfully obtained from a third party, independently developed without use of the Confidential Information, or required to be disclosed by law (with prior notice to the disclosing party where permitted).

17. Copyright and DMCA Takedown

The Company respects intellectual property rights and responds to notices of alleged copyright infringement consistent with the Digital Millennium Copyright Act (17 U.S.C. § 512). If you believe content on the Services infringes your copyright, send a written notice to our designated agent containing: (a) identification of the copyrighted work claimed to be infringed; (b) identification of the material claimed to be infringing and its location; (c) your contact information; (d) a statement of good-faith belief that the use is not authorized; (e) a statement under penalty of perjury that the information is accurate and that you are authorized to act; and (f) your physical or electronic signature.

Designated agent: Readiness Engine, Inc., Attn: DMCA Designated Agent, 2140 S. Dupont Highway, Camden, DE 19934, USA. Email: support@readinessengine.io.

18. Acceptable Use

You will not:

• Use the Services in violation of law or the rights of any person.
• Submit content that is unlawful, harassing, defamatory, infringing, or that violates the privacy of any person.
• Attempt unauthorized access to the Services, other users' accounts, or our systems.
• Interfere with or disrupt the Services, including via viruses or malicious code.
• Scrape, crawl, or extract content by automated means except as expressly permitted.
• Use the Services for benchmarking, competitive analysis, or to develop a competing product.
• Use the Services in any manner that violates anti-discrimination or human rights law.
• Use the Services to process data about any person who has not consented where consent is required.

19. Third-Party Services

The Services integrate with or link to third-party services including Willo (video interviews), Google Cloud (infrastructure and AI processing), Vercel (dashboard hosting), and n8n (workflow). Your use of those services is subject to their own terms and privacy notices. The Company is not responsible for third-party services except to the extent of our contractual arrangements with them as disclosed in the Privacy Policy.

20. Disclaimer of Warranties

Except as expressly set forth in these Terms or an executed Order Form, the Services are provided “as is” and “as available” without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising out of course of dealing or usage of trade. The Company does not warrant that the Services will be uninterrupted or error-free, or that Outputs will be accurate or reliable for any particular use.

Some jurisdictions — including the United Kingdom, European Union member states, Canada, and certain US states — do not permit exclusion of certain warranties or consumer rights, and to the extent such law applies, the disclaimers above do not limit warranties or rights that cannot be excluded. Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by applicable law.

21. Limitation of Liability

To the maximum extent permitted by law, in no event will the Company or its affiliates, officers, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, use, goodwill, or other intangible losses, arising out of or related to these Terms or the Services, whether based on warranty, contract, tort (including negligence), statute, or any other theory.

To the maximum extent permitted by law, the Company's total cumulative liability arising out of or related to these Terms or the Services will not exceed the greater of (a) one hundred US dollars (US$100) or (b) the total amount you paid for the Services in the twelve (12) months immediately preceding the event giving rise to the claim.

The limitations in this Section do not apply to: (i) a party's indemnification obligations; (ii) breach of confidentiality; (iii) willful misconduct or fraud; (iv) infringement of the other party's intellectual property rights; (v) any liability that cannot be limited or excluded under applicable law. For EU, UK, and Canadian consumers, the limitations do not restrict statutory rights that cannot be excluded or limited.

This limitation applies in full to Outputs, to any claim arising from reliance on an Output, and to any claim arising from a Consequential Decision made by a Client whether or not the Client used the Human-Reviewed Tier as required by Section 6.

22. Indemnification

You will indemnify, defend, and hold harmless the Company and its affiliates, officers, employees, and agents from and against any third-party claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to: (a) your breach of these Terms; (b) your misuse of the Services; (c) your violation of applicable law, including anti-discrimination, employment, privacy, or AI-specific law; (d) any Consequential Decision you make using Outputs in violation of Section 6; (e) any claim by a Participant against you arising from your handling or use of Outputs; and (f) your breach of confidentiality.

This indemnity does not apply to the extent a claim arises from the Company's own breach of these Terms, gross negligence, or willful misconduct. The Company will promptly notify you of a claim, permit you to control its defense with counsel reasonably acceptable to the Company, and provide reasonable cooperation at your expense.

23. Export Controls and Sanctions

You will comply with all applicable export control, sanctions, and trade laws, including the US Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and the regulations of the US Department of the Treasury's Office of Foreign Assets Control (OFAC); and the equivalent regulations of Canada and the EU. You represent that you are not located in, under the control of, or a national or resident of any country subject to comprehensive US or EU sanctions and that you are not identified on a prohibited-parties list.

24. Suspension and Termination

You may terminate these Terms at any time by ceasing use and, where applicable, closing your account. The Company may suspend or terminate access for material breach (including Section 6), non-payment, security or legal reasons, or on notice as permitted in an Order Form.

Upon termination: (a) your right to use the Services ends; (b) provisions that by their nature survive termination survive, including Sections 10 (User Content license), 15 (IP), 16 (Confidentiality), 20–22 (Warranties, Liability, Indemnity), 25–26 (Governing Law and Dispute Resolution), 28 (Miscellaneous); and (c) retention and deletion of Participant Data follows the Privacy Policy.

25. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

26. Dispute Resolution

26.1 Informal resolution

Before initiating formal proceedings, you agree to contact us at support@readinessengine.io and attempt informal resolution for at least 60 days.

26.2 Arbitration — US users other than those who opt out

If informal resolution does not resolve the dispute, you and the Company agree that any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Wilmington, Delaware. Judgment on the award may be entered in any court of competent jurisdiction.

You and the Company agree that any dispute will be brought in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

You may opt out of this arbitration provision by sending written notice to support@readinessengine.io within 30 days of first accepting these Terms.

26.3 Consumer carve-out — EU, UK, Canada

If you are a consumer resident in the European Union, the United Kingdom, or Canada, Section 26.2 does not apply to you to the extent it would restrict rights available under mandatory consumer protection law. You may bring claims in the courts of your place of residence. EU consumers may also use the European Commission's Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr/.

27. Changes to These Terms

We may update these Terms from time to time. Material changes will be noticed by email or through the Services at least 30 days before they take effect. Continued use after the effective date constitutes acceptance. If you do not agree, stop using the Services and contact us to discuss termination.

28. Miscellaneous

Electronic signatures. You acknowledge that clicking “I accept,” using the Services, or providing an electronic signature is intended to create a binding agreement with the same effect as a handwritten signature.

Entire agreement. These Terms, the Privacy Policy, any Order Form, and any executed DPA constitute the entire agreement between you and the Company. In the event of a conflict among these documents, the order of precedence is: Order Form, DPA, these Terms, Privacy Policy — except that Privacy Policy data subject rights always prevail.

Severability and waiver. If any provision is unenforceable, the remainder continues. Failure to enforce any right is not a waiver.

Assignment. You may not assign these Terms without our written consent; the Company may assign in connection with a merger, acquisition, or sale of assets.

No third-party beneficiaries. These Terms are for the benefit of the parties only and do not confer any rights on any third party, except as expressly stated.

Notices. Notices to the Company must be sent to support@readinessengine.io with copy to Readiness Engine, Inc., 2140 S. Dupont Highway, Camden, DE 19934, USA. Notices to you may be sent to your account email and are effective when sent.

Governing language. These Terms are drafted in English; any translation is provided for convenience. In the event of a conflict, the English version controls, except where mandatory local law requires otherwise.

Force majeure. Neither party is liable for failures caused by events beyond its reasonable control, provided the affected party takes reasonable steps to mitigate.

29. Contact

Readiness Engine, Inc.

Email: support@readinessengine.io

Mail: 2140 S. Dupont Highway, Camden, DE 19934, USA