The Agreement When A Company Uses UTern.

Your company and UTern. The person who accepts must be allowed to bind the company.

These terms are between UTern Corp., a Delaware corporation ("UTern"), and the company, school or other organization that uses UTern to find or work with students ("the company").

The person who accepts these terms accepts them for the company and confirms that they have the authority to do that. If they do not have that authority, they must not accept. Everyone the company adds to its UTern workspace acts for the company, and the company is responsible for what they do there.

UTern approves each company before it can use the service and may decline a company for any lawful reason.

Software and an AI assistant that help you find students and early-career candidates. Not a guarantee of a hire.

UTern is a service for finding students and people early in their careers for internships, part-time roles and first jobs. Depending on the company's plan it includes: sourcing (UTern looks for people whose evidence fits a role the company describes, asks each of them whether they want to be introduced, and shows the company those who say yes); bounties, also called work trials (a short task the company posts, which students complete and UTern helps rank); Birdee, UTern's AI assistant, in the console and in chat; and a connection to the company's Slack workspace where the company turns it on.

UTern introduces candidates and provides tools. UTern is not an employer of any candidate, is not a staffing or employment agency acting for the company, does not make hiring decisions and does not act as the company's agent in any of them.

UTern does not guarantee that the service will produce any candidate, any number of candidates, an interview, an accepted offer, a hire or any other result. A delivery promise exists only where a signed order states one, and the remedy that order states is the only remedy for missing it.

Features change. Some are new, in preview or available only on some plans, and UTern may add, change or remove features. UTern will not remove something a signed order promises during that order's term without the remedy the order gives.

Lawful, fair hiring, true role information, and your own decisions.

The company complies with every law that applies to its hiring, to the roles it posts and to the people it engages, including laws against discrimination (such as Title VII, the ADA, the ADEA and their state and local equivalents), wage and hour law, laws on internships and unpaid work, work-authorization rules, and laws on the use of automated tools in hiring.

The company gives UTern accurate information about itself and about each role: that the role is real and open, what the work is, where and when it is, and what it pays. The company describes pay truthfully and pays interns at least the minimum wage that applies. It will not use UTern for an unpaid internship at a for-profit company.

The company sets eligibility requirements and scoring rubrics that are job-related and lawful, and does not ask UTern to find, rank or exclude people on a basis the law protects.

The company keeps its account credentials safe, gives access only to people who work for it, and tells UTern promptly if it believes its account was used without permission.

A bounty is an assessment for a real role. You may not use the students' work, and you must honor the interviews you promise.

A bounty is a way to assess candidates for a real, open role. It is not a way to get work done. The company posts a bounty only for a role it is actually hiring for, and sizes the task to take about 2 to 5 hours.

A bounty task uses no real customer data, no personal data, no confidential or proprietary company information, and nothing the company could not show to the public. The task must be one a candidate can do without access to the company's systems.

What students submit belongs to the students. The company may use a submission only to evaluate that student for the role. It will not use, publish, sell or build on a submission, or put it into a product or into work for a client, unless it later reaches a separate written agreement with that student.

If a bounty promises an interview to the top-ranked students, the company offers each of them a real interview for the role within the time the bounty states. If the company does not, UTern may tell the affected students, close the bounty, and suspend the company's access.

Students are never charged to take part in a bounty or to use UTern.

Use UTern to hire. Do not scrape it, resell it or misuse it.

The company will not: copy, scrape or bulk-export candidate information or any other part of the service; sell, rent, license or share candidate information with anyone outside the company; use the service to build or improve a competing product, a candidate database or a mailing list; use candidate information or the service to train a machine-learning model; post roles that are fake, misleading, unlawful or that ask candidates to pay; send spam or unlawful messages through the service; try to get around security or access limits; or use the service in a way that breaks the law or another person's rights.

The company will not reverse engineer the service except where the law gives it that right despite this sentence.

Use a student's information only for the role it was shared for, keep it safe, and delete it when asked.

UTern shares a student's name, record, evidence and ranking with the company only after that student agrees to be introduced for a specific role. The company uses that information only to evaluate that student for that role. It does not add students to marketing lists or talent pools, share them outside the people deciding on the role, or use the information for anything else.

The company contacts a student only about the role the student agreed to be introduced for, and stops when the student or UTern asks. It does not contact students UTern showed it without their agreement, and does not use UTern to find people in order to approach them outside UTern's opt-in rules.

The company protects candidate information with at least the care it uses for its own employees' personal information. If the company learns that candidate information was accessed, lost or disclosed without permission, it tells UTern without delay and in any case within 72 hours, and helps UTern meet any duty to notify the people affected.

The company deletes a student's information within 30 days of a request from the student or from UTern, except what the law requires the company to keep about its own hiring decisions. When these terms end, the company deletes the candidate information it holds on the same terms.

UTern's candidate information (scores, verified facts, evidence and summaries) is not a consumer report under the Fair Credit Reporting Act or any similar law, and UTern is not a consumer reporting agency. The company will not use it as a background check or to decide credit, insurance or housing.

For candidate information each side decides for itself why and how it uses the information it holds, and each is responsible for its own compliance with privacy law. Where the law requires the two sides to sign a data processing agreement or similar terms, they will sign one, and it will apply alongside these terms.

Your role briefs and data stay yours. UTern uses them to run the service.

The company keeps all rights in what it gives UTern: role descriptions, rubrics, bounty tasks, messages, and the content it sends through a connected tool such as Slack. The company gives UTern permission to host, process and display that content in order to provide and improve the service, including by showing role information to candidates.

The company confirms it has the right to give UTern that content. Where the company connects a third-party tool, that tool's own terms apply to the company's use of it, and UTern is not responsible for it.

UTern may record the outcome of an introduction (for example that a student was interviewed or hired) on the student's own record where the student agrees, and may use outcomes and usage in combined form that does not identify the company to measure and improve the service.

Each side keeps the other's non-public information private.

Each side keeps the other's non-public information confidential and uses it only to perform or receive the service. For the company that includes UTern's pricing, product details and candidate information. For UTern it includes the company's role briefs, rubrics and hiring plans that are not public.

This does not cover information that is public through no fault of the side receiving it, that the receiving side already knew or develops without using the other's information, or that it lawfully gets from someone else. A side may disclose what the law requires it to disclose, after telling the other side where the law allows.

UTern uses AI to find, summarize and rank. A person at your company makes every decision.

UTern uses artificial intelligence, including models from third-party providers, to search for candidates, read and summarize their evidence, draft messages, answer questions and, on some roles, score or rank candidates against the company's rubric. AI output can be wrong, incomplete or out of date. UTern does not warrant that a score, a ranking, a summary or anything Birdee says is accurate.

A score or a ranking is information, not a decision. Every decision to contact, interview, advance, reject or hire a person is made by a person at the company, who is responsible for it. The company will not use UTern as the only basis for a decision about any person.

Some places regulate automated tools in hiring. In some of them UTern turns ranking off; New York City is one today. The company tells UTern truthfully where a role is based and where it hires, and remains responsible for any notice, audit, consent or accommodation that the law requires of an employer that uses such tools.

You owe only what a signed order, a plan you bought, or your seat agreement states.

The company owes a fee only where one of these states it: a written order signed by UTern and the company; a plan whose price was shown to the company when it bought it; or the version of the Seat Agreement the company accepted for a seat, for that seat. Where none of them states a fee, the company owes none. Accepting these terms does not by itself create a fee.

The order or plan says what the fee buys for each period, which may include access, sourcing and a number of bounties, and what anything extra costs. A hire fee is owed only where the order or the seat's agreement states one. A subscription that states no hire fee owes nothing when the company hires.

A subscription is billed in advance for the period the order or plan states and renews for the same period unless either side cancels before the renewal date. The order or plan says how to cancel; where it does not, the company can cancel in the console or by email to UTern. Fees already paid are not refunded unless the order, the plan or the law says so.

Invoices are due within 15 days of the invoice date unless the order says otherwise. Fees do not include taxes; the company pays the sales, use and similar taxes that apply, other than taxes on UTern's income. An amount not paid when due bears interest at 1% per month, or the highest rate the law allows if that is lower, and UTern may suspend the service while an undisputed amount is more than 30 days late.

UTern may change the price of a plan for a later period by telling the company before that period starts. A change never raises the price of a period already paid for or of an introduction already made.

Tell us when you make an offer to someone we introduced, and answer when we ask.

"Introduced" means UTern has shown the company who a person is after that person agreed to be introduced. A "UTern-sourced hire" is any employment, internship, contract or freelance engagement, or any offer the person accepts, between the company or one of its affiliates and a person UTern introduced, for any role, within 12 months of the introduction.

The company tells UTern within 10 days when it makes an offer to, or engages, a person UTern introduced. Telling UTern in the console, in chat with Birdee, in a connected Slack workspace or by email all count. This applies to every company, whatever it pays, because UTern needs to know what happened to the people it introduced.

When UTern asks whether a named person was offered a role or engaged, the company answers within 10 days. "No" is an answer, and the company stands behind it.

UTern may ask the people it introduced what happened. If a person reports an offer, a start date or an engagement with the company, UTern tells the company, and the report stands as correct unless the company disputes it in writing within 10 days of being told.

UTern may ask the company for written confirmation, from someone able to give it, of whether the people on a list UTern provides were offered a role or engaged during a stated period. This is a request for confirmation, not a right to inspect the company's records.

A person the company can show it was already actively considering before UTern's introduction (an application or interview on record) is not introduced by UTern, if the company tells UTern within 10 days of the introduction.

Hiring someone we introduced, outside UTern, within 12 months still counts.

If the company or an affiliate engages a person UTern introduced within 12 months of the introduction, it is a UTern-sourced hire whether or not it happened through UTern: through another channel, a staffing agency, an affiliate, a later posting or a direct approach. The company will not delay an offer or route an engagement elsewhere to avoid these terms.

Where the company's order or seat agreement states a fee on a hire, that fee is owed on a UTern-sourced hire however UTern comes to learn of it. Where no document states a hire fee, none is owed, and the duties in the section above still apply.

This section and the section above continue for 12 months after the last introduction, including after these terms end.

UTern owns the service. You own your content. Suggestions you give us are ours to use.

UTern and its licensors own the service: the software, the models and prompts UTern builds, the design, the documentation, and the UTern and Birdee names and marks. These terms give the company a limited right to use the service for its own hiring while the terms are in force, and nothing more.

If the company gives UTern suggestions or feedback about the service, UTern may use them without restriction and without owing the company anything.

Neither side uses the other's name or logo in marketing without consent.

UTern will not use the company's name or logo in its marketing, on its website or in a customer list unless the company agrees in writing, which can be by email. The company will not use UTern's or Birdee's name or logo to suggest a partnership or endorsement without UTern's written agreement.

Showing the company's name and logo on its own roles to candidates is part of the service and does not need separate consent.

These terms last while you use UTern. Either side can end them. UTern can suspend or revoke access.

These terms start when the company accepts them and continue until either side ends them. The company can stop using the service at any time. Either side can end these terms by written notice; a paid order runs to the end of its term unless the order says otherwise or the other side has materially broken these terms and not fixed it within 30 days of written notice.

UTern may suspend or revoke the company's access, in whole or in part, at once and with notice by email, if: the company breaks these terms; UTern reasonably believes the company's use puts students, other customers or UTern at risk or breaks the law; an undisputed fee is late as described above; or the company's information turns out to be false. UTern may also withdraw its approval of the company at any time. If UTern revokes access without cause during a paid period, it refunds the unused part of that period.

When these terms end, the company's right to use the service ends, UTern stops finding and introducing candidates for it, and the company's roles are no longer shown to students. Fees owed up to that point remain owed. The sections on candidate information, confidentiality, telling UTern about hires, no working around UTern, fees owed, intellectual property, disclaimers, limits on liability, indemnities, and governing law continue.

The service is provided as is.

UTern provides the service as is and as available. To the fullest extent the law allows, UTern makes no warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement and accuracy.

UTern does not warrant that a candidate is qualified, honest, available, legally able to work or will accept an offer; that facts a candidate supplied are true or complete; that a score, ranking or summary is correct; or that the service will be uninterrupted, secure or free of errors. The company is responsible for its own checks on the people it considers.

Neither side owes the other indirect damages. Total liability is capped at 12 months of fees, or $1,000 if greater.

To the fullest extent the law allows, neither side is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost data or the cost of substitute services, even if told they were possible.

To the fullest extent the law allows, each side's total liability arising out of these terms and the service is limited to the fees the company paid UTern in the 12 months before the event that gave rise to the claim, or $1,000 if that is greater.

These limits do not apply to: the company's obligation to pay fees it owes; the company's breach of the sections on acceptable use, candidate information, or bounties and work trials; a side's indemnity obligations below; or liability the law does not allow to be limited.

Each side covers the other for third-party claims caused by its own side of the relationship.

The company will defend UTern and its officers, employees and agents against any claim brought by someone else, and pay the damages, costs and reasonable legal fees that result, where the claim arises from: the company's hiring, employment, pay or treatment of any person, including a claim of discrimination or a wage claim; the company's use of candidate information or of a student's submission in breach of these terms; the content or roles the company provides; or the company's breach of these terms or of the law.

UTern will defend the company against any claim brought by someone else that the UTern software, used as these terms allow, infringes that person's patent, copyright or trademark, and pay the damages, costs and reasonable legal fees that result. This does not cover a claim caused by the company's content, by a combination with something UTern did not supply, or by use that breaks these terms. If such a claim is made, UTern may change the service so it no longer infringes, obtain the right to keep providing it, or end the affected part and refund fees paid in advance for it.

The side asking to be defended tells the other promptly, lets it control the defense and any settlement, and gives reasonable help. Neither side settles a claim in a way that admits fault for the other or requires the other to pay, without that side's written agreement.

Delaware law and courts. We talk for 30 days first. No arbitration clause.

These terms are governed by the laws of Delaware, without regard to its conflict-of-law rules.

Before either side files a claim, it writes to the other and both try for 30 days to settle it. Notices to UTern go to contact@utern.ai; UTern uses the email on the company's account. Either side may ask a court for urgent relief to protect confidential information or candidate information without waiting.

Disputes that are not settled go to the state and federal courts located in Delaware, and each side accepts those courts. These terms do not require arbitration.

Each version has a date. A material change needs your acceptance again.

UTern may update these terms. Each version carries a date, and UTern keeps a record of which version the company accepted, who accepted it and when.

For a change that is not material (clearer wording, a new feature described, a correction) UTern posts the new version and shows a notice in the console; continued use is under the new version. For a material change (one that reduces the company's rights or adds to its obligations) UTern gives at least 30 days' notice by email where it reasonably can, and an owner or admin of the company must accept the new version before the company can keep using the service.

A change never raises a fee for a period already paid for or for an introduction already made, and never shortens a term a signed order promises.

A signed order first. Then, for a seat's own fee and hire terms, its Seat Agreement. Then these terms.

If documents conflict, this is the order: first, a written order signed by UTern and the company, for what that order covers. Second, for a seat the company opened, the version of the Seat Agreement (/legal/seat-agreement) the company accepted for that seat, but only on that seat's own fee, its definition of a hire and its hire window; a seat keeps the terms the company accepted when it opened it. Third, these Business Terms, which govern everything else about the company's use of UTern, including on a seat. Fourth, UTern's public Terms of Service and Privacy Statement, which apply to everyone who uses UTern.

These terms, with any signed order and any Seat Agreement the company accepted, are the whole agreement between UTern and the company about the service, and replace earlier discussions about it. Terms printed on the company's purchase order or vendor forms do not apply unless UTern signs them.

The standard closing points, and how to reach us.

UTern and the company are independent businesses. Nothing here makes either the other's partner, agent, employer or joint venturer, and nothing here makes UTern a joint employer of anyone the company engages.

Neither side may transfer these terms without the other's written agreement, except to a company that buys it or substantially all of the business these terms relate to. If a court finds part of these terms unenforceable, the rest stays in force and that part is enforced as far as the law allows. Not enforcing a term once is not giving it up. Neither side is liable for a delay caused by something outside its reasonable control.

Notices to UTern go by email to contact@utern.ai. Notices to the company go to the email of an owner or admin on its UTern account.