The deal when a firm opens a seat.

This agreement is between UTern Corp., a Delaware corporation ("UTern"), and the company, school or person that opens a seat ("the firm"). The person who accepts it for the firm confirms they are allowed to bind the firm.

It applies to every seat the firm opens, alongside UTern's Terms of Service and Privacy Policy. Where they conflict on a seat, this agreement wins.

A seat is one internship or early-career role the firm asks UTern to fill. The firm gives UTern the role, its eligibility requirements, a job-related rubric, the dates and the pay. UTern looks for students who fit, invites them, reads the records of the students who say yes against the rubric, and sends the firm a short list of names.

UTern introduces candidates. It does not employ them, does not act as the firm's agent in any hiring decision, and does not guarantee that anyone will be hired.

Opening a seat is free. The firm pays $750 only when it hires a student introduced through that seat. No hire, no fee. Interviews carry no fee.

"Hire" means any employment, internship, contract or freelance engagement, or any offer the student accepts, between the firm (or its affiliates) and a student UTern introduced through the seat, within 12 months of the introduction, for that role or any other. The fee is owed once per student hired, however many seats introduced them.

The firm records the hire in its UTern console, or tells UTern within 10 days of the offer being accepted. UTern invoices the fee, due net 15 (within 15 days of the invoice). Fees exclude taxes. Enterprise plans and pilots may be billed as their own order says.

The firm will not avoid the fee by hiring an introduced student through another channel, a staffing agency, an affiliate or a later posting, or by delaying an offer past the 12-month window to dodge it. If the firm hires a student UTern introduced through the seat within 12 months of the introduction without recording the hire through UTern, the fee is owed as if it had been. A student the firm can show it was already actively considering before UTern's introduction (an application or interview on record) does not count as introduced by UTern, if the firm tells UTern within 10 days of the introduction.

The firm uses the names, records and evidence UTern sends only to evaluate those students for that seat. It does not sell them, add them to marketing lists, share them outside the people deciding on the seat, or use them to contact students for anything else.

The firm deletes a student's information on UTern's or the student's request, except what the law requires the firm to keep about its own hiring decisions.

The firm keeps candidate information secure with at least the care it uses for its own employees' personal information, and tells UTern promptly if it is exposed.

UTern's candidate information (scores, verified facts, evidence and summaries) is not a consumer report under the Fair Credit Reporting Act or any similar state law, and UTern is not a consumer reporting agency. The firm will not use it as one, will not treat it as a background check, and will not use it to decide credit, insurance or tenancy. If the firm needs a background check, it gets one from a consumer reporting agency under its own FCRA process.

Every decision to interview, hire or reject is the firm's alone. UTern's scores and short list are information, not a decision.

The firm complies with every law that applies to its hiring and to the role, including anti-discrimination law (such as Title VII, the ADA, the ADEA and state equivalents), wage and hour law, and work-authorization rules. The firm sets eligibility requirements and a rubric that are job-related and lawful.

Interns are paid at least the applicable minimum wage. The firm will not use a seat for an unpaid internship at a for-profit company, and describes the pay truthfully on the seat.

Each side keeps the other's non-public information (the firm's seat brief and rubric, UTern's pricing, product and candidate data) confidential and uses it only for the seat. This does not cover information that is public, already known, independently developed, or that the law requires to be disclosed.

UTern provides the service as is. It does not warrant that any candidate is qualified, available or will accept an offer, or that facts a candidate supplied are complete.

Neither side is liable to the other for indirect, incidental, special or consequential damages, or lost profits. Each side's total liability under this agreement is capped at the fees the firm paid UTern in the 12 months before the claim. The cap does not apply to the firm's obligation to pay fees owed, to a breach of the candidate-information, FCRA or confidentiality sections, or to liability the law does not allow to be limited.

Either side can close a seat or end this agreement at any time. Fees for hires within 12 months of an introduction made before the end are still owed, and the candidate-information, FCRA, confidentiality, fee and liability sections survive.

This agreement is governed by the laws of Delaware, without regard to its conflict-of-law rules. Disputes go to the state and federal courts located in Delaware.

UTern may update this agreement. Each version carries a date, and the version the firm accepted is recorded on each seat. UTern gives the firm at least 30 days' notice by email before a change takes effect for seats already open; a new seat opened after a change is under the version shown when it is opened. A seat keeps the fee terms of the version its firm accepted: a seat opened under the 2026-09-29 version pays for each student interviewed, as that version said, and not again on a hire. A change never raises the fee on an introduction already made.

Notices to UTern go by email to contact@utern.ai. Notices to the firm go to the email on its UTern account.