Terms and conditions

These Terms of Service (“Terms”) govern your use of the services provided by Testlify, Inc. (“Testlify,” “we,” “us,” or “our”), a corporation incorporated under the laws of the State of Delaware. By accessing, registering for an account, or using Testlify’s services (“Services”), you (“you,” “your,” or “Customer”) agree to be bound by these Terms. If you are using the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In cases where a separate written and executed agreement exists between Testlify and the entity you represent, that agreement will take precedence over these Terms.

For the purposes of these Terms, you and Testlify may each be referred to as a “Party” and collectively as the “Parties.” The term “Affiliate” refers to any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. “Control” means either (a) direct or indirect ownership of more than fifty percent (50%) of the entity’s ownership interests or (b) the authority to direct or substantially influence the management and policies of such entity.

These Terms incorporate by reference additional documents that collectively form the “Agreement” and are binding upon you. These include the Data Processing Agreement, the Service Level Agreement (“SLA”), our Security Practices, the Privacy Policy, the Cookie Policy, and any applicable Order Form. If you do not agree to these Terms, you must not register for an account, purchase, or use the Services.

1. Grant of access and use

1.1. Subject to the Agreement and the receipt of all applicable fees, Testlify grants you a limited, personal, non-exclusive, non-transferable, non-assignable, and non-sublicensable license to access and use the Services solely for internal assessment and direct recruitment purposes unless otherwise agreed in writing.

1.2. The Services may be accessed and used by individuals taking assessments or tests as permitted under your subscription plan (“Candidates”).

1.3. Your Affiliates may also access and use the Services without requiring a separate Order Form, provided that Testlify grants prior written approval and issues login credentials. You shall remain fully responsible for all access and use of the Services by your Affiliates. References to “you” in these Terms shall be deemed to include your Affiliates.

2. The services

2.1. The “Services” include the Testlify online talent assessment platform (“Platform”) and any other products and services provided by Testlify that:

(a) have been requested by the Customer under an applicable subscription plan, as specified in Order Form that outlines pricing and commercial terms, or
(b) are otherwise used by you.

2.2. The Services provided under this Agreement are intended strictly for commercial use and are not designed for personal or private individual use.

2.3. The Services must be used exclusively for direct recruitment or internal application purposes. Use by recruitment agencies or for third-party screenings is strictly prohibited unless explicitly agreed to in writing.

2.4. Testlify shall provide the Services in accordance with the Agreement, all applicable laws, and its established security measures.

2.5. While certain Services may be delivered through Affiliates, Testlify remains fully responsible for their provision and compliance with these Terms.

3. Your account

3.1. You are required to create an account and select the appropriate subscription plan based on the number of credits in your subscription plan. By doing so, you confirm that you have the authority to bind your company and accept these Terms on its behalf. To register an account, you must provide a valid email address and set up a password.

3.2. You must ensure that all information provided during account creation and use remains accurate and up to date. Providing false or outdated information may result in the termination of your account.

3.3. You are responsible for maintaining the confidentiality of your password and ensuring that it is not shared with unauthorized individuals.

3.4. If you become aware of any unauthorized access to your account or a security breach, you must notify Testlify immediately. You are responsible for preventing unauthorized use of your account and ensuring that access to the Services remains secure. Testlify is not liable for any loss or damage resulting from unauthorized use of your account.

3.5 Testlify reserves the right to access client workspaces and review candidate reports to identify root causes and ensure an optimal assessment experience for all candidates. Additionally, HNR Tech is designated as an authorized information subprocessor for supporting platform operations.

3.6 By providing your contact information, including but not limited to your email address and phone number, you consent to receive communications from Testlify regarding our services, updates, and promotional offers. These communications may be delivered via email, SMS, phone calls, or other electronic means. You may opt out of receiving promotional communications at any time by following the unsubscribe instructions provided in our messages or by contacting us directly at [email protected]. Please note that even if you opt out of receiving promotional messages, we may still send you non-promotional communications, such as those about your account or our ongoing business relations.

4. User responsibilities

4.1. You must use the Services in compliance with all applicable laws and these Terms.

4.2. You are solely responsible for all activities conducted under your account, including the use of the Services through applications, web domains, devices, and communication channels that you own or control, or that are owned or controlled by third parties and made available by you to Candidates who access, use, interact with, or depend on the Services (“Customer Applications”).

4.3. You are prohibited from:

(a) Copying or reproducing any portion of the Services or related documentation, except for internal business use.
(b) Modifying, translating, decompiling, reverse engineering, disassembling, or attempting to access the source code of any software provided through the Services.
(c) Using the Services, or facilitating their transfer, transmission, export, or re-export in violation of any applicable law, regulation, or rule.
(d) Developing or offering any software or service that is derived from the Services and is materially similar in function to or competes with the Services.
(e) Circumventing, hacking, or breaching any security measures implemented within the Services or accessing or using the Services through automated means (such as scraping, crawling, or spidering).
(f) Removing, modifying, or obscuring any proprietary markings, identification, or restrictive rights notices from the Services or any of their components.
(g) Uploading, transmitting, or otherwise providing through the Services any information or materials that are unlawful, harmful, or violate applicable laws, public order, or morality, including but not limited to malicious software, malware, worms, viruses, or any other disruptive technologies.
(h) Assisting or enabling any third party to engage in any of the above-prohibited activities.

4.4. You may not lease, resell, sublicense, assign, distribute, publish, transfer, or otherwise make the Services available to third parties (except Candidates), unless explicitly permitted under the Agreement.

4.5. The Services are intended for use only by individuals aged 16 years or older.

4.6. If you, any Candidate, or any authorized user violates these restrictions or attempts to do so, Testlify reserves the right to intervene without prior notice to prevent or mitigate the violation. This may include, but is not limited to, disabling access to the Services for the relevant Candidate or suspending your account. You will be held liable for any damages resulting from unauthorized or prohibited use of the Services under your account. Furthermore, Testlify reserves the right to report any criminal offenses related to your violations to the appropriate authorities and shall not be held liable for any consequences arising from such reports.

5. Suspension

5.1. We reserve the right to remove any inappropriate content from the Services and to limit or suspend your access to your account and the Services with immediate effect and without prior notice if, in our reasonable judgment:

(a) Your use of the Services, or the use by Candidates, is for any unlawful, unauthorized, or fraudulent purpose.
(b) You or any Candidate materially breach any provision of the Agreement.
(c) Your use of the Services poses a material threat to the security, availability, or integrity of the Services or our ability to provide Services to other customers.
(d) Applicable laws or regulations prohibit our provision of, or your use of, the Services.
(e) The account information you have provided is incorrect or incomplete.
(f) You fail to meet your payment obligations under the Agreement.

5.2. If your account or access to the Services is suspended due to your actions or omissions under this Section 5 or Section 8 (Fees and Payment Terms), Testlify will not be liable for any damages, losses, or other consequences resulting from the suspension. You will remain responsible for any outstanding Fees (as defined below) during the suspension period.

6. Maintenance & modifications

6.1. The Services may occasionally become unavailable due to:

(a) Scheduled or unscheduled maintenance, modifications, or upgrades.
(b) Hardware failures or disruptions caused by third-party service providers.
(c) Efforts to mitigate or prevent the impact of security threats or attacks affecting the Services or related systems.
(d) Legal or regulatory requirements necessitating such actions.

We will make reasonable efforts to notify you in advance of any scheduled service outages.

6.2. Unless otherwise stated in the SLA, Testlify will not be liable for any damages, losses, or other consequences resulting from Service unavailability or a failure to provide prior notice of such unavailability.

6.3. Testlify may update or modify the Services from time to time and will provide notice where applicable.

7. Free trial and beta products

7.1. We may offer you the opportunity to test new or additional products or features that are not yet generally available to all customers (“Beta Products”) or to access our Services free of charge for a limited time (“Free Trial Products”).

7.2. Beta Products and Free Trial Products are made available for evaluation purposes only and may contain errors or other limitations.

7.3. If you are granted access to Free Trial Products, the Services will be provided at no cost until the earlier of:
(a) The expiration of the designated free trial period; or
(b) The commencement date of any purchased Service subscription for the applicable Services.

7.4. Beta Products and Free Trial Products are provided “AS IS”, without any warranties, whether express, implied, statutory, or otherwise. Testlify expressly disclaims all implied warranties, including but not limited to merchantability, non-infringement, and fitness for a particular purpose, with respect to Beta Products and Free Trial Products.

7.5. Testlify is under no obligation to offer Beta Products or Free Trial Products to any specific customer or its general customer base. We reserve the right to terminate or discontinue any Beta Product or Free Trial Product at any time without prior notice.

8. Fees and payment terms

8.1 Unless otherwise agreed in writing in the Order Form, you must pay all fees (“Fees”) in accordance with your selected subscription plan, as outlined on our Website or specified in the Order Form. Subscription plans are based on the number of credits and addons you purchase, including any Affiliates using the Services.

8.2 Subscription plans have a standard duration of either twelve (12) months or a monthly plan unless explicitly agreed otherwise. Payments must be made in advance, either annually or monthly, based on your selection in the Order Form or on the Website.

8.3 All payment obligations are non-cancelable. Fees and taxes are generally non-refundable, except as outlined in our Refund Policy. If you qualify for a refund under our Refund Policy, you may request one within thirty (30) days of purchase. For details, please refer to our Refund Policy.

Payments must be made using one of the following methods:
(a) Credit Card or Debit Card – By selecting this option, you confirm that you are authorized to use the payment method and that the Fees will not be declined.
(b) Invoicing –Upon Testlify’s approval, invoices shall be generated and made available to the Customer within their workspace according to the agreed billing frequency. All payments shall be due within seven (7) days from the date of invoice issuance.

8.4. If you have selected payment by credit card, your card will be charged in accordance with the payment frequency of your plan. If your credit card cannot be charged, Testlify will notify you, and you will need to update your payment information. In the event you do not update your payment information within twenty (20) days of Testlify’s notice, your access to the Service may be suspended, and you will need to update your card information in order to resume use of the Services. There will be no refunds or credits for partial months of service.

8.5. You shall provide Testlify with accurate and complete billing information, including full name, address, state, zip code, country, telephone number, and a valid VAT or applicable tax registration number and notify us of any changes to such information. By submitting the payment information, you automatically authorize Testlify to charge all Fees incurred through your account to any such selected payment instruments.

8.6 Your subscription plan includes a specified number of credits and permitted users based on the tier selected. Testlify reserves the right to monitor usage across all features, including but not limited to credit usage, number of users, proctoring credits, Voice AI services and text messages.
If your usage exceeds the limits of your subscription plan — including in any Life Time Deal (LTD) plans —Testlify may, without prior notice:
(a) Automatically charge your account for any excess usage based on the then-applicable rates for your plan, including overage charges for additional users and credits, proctoring credits, Voice AI usage and text messages; or
(b) Suspend or restrict access to the platform if excess usage continues without timely payment.
By using the platform, you agree to such automatic charges for any overages incurred

8.7. All Fees and other amounts payable by you under the Agreement are exclusive of taxes, duties, levies, and similar assessments, as well as any other costs, including transaction costs or bank transfer fees. Without limiting the foregoing, you are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental or regulatory authority on any amounts payable by you hereunder, other than any corporate income taxes imposed on Testlify’s income.

8.8. If you fail to make any payment when due, then, in addition to all other remedies that may be available:

(a) Testlify may charge interest on the past due amount at the rate of 1.5 % per month of the value of the applicable Fees, calculated daily and compounded monthly or, if higher, the maximum rate permitted under applicable law;

(b) You shall reimburse us for all costs incurred by Testlify in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and

(c) If such failure continues for more than thirty (30) days following written notice thereof, we may suspend the performance of the Services until all past due amounts, and interest thereon, have been paid, without incurring any obligation or liability to you or any other person because of such suspension.

8.9. If you do not agree with any invoice for Fees, you must notify us in writing within ten (10) days of the date of the respective invoice, failure of which shall result in acceptance of the invoice and forfeiture of your right to dispute the invoice. All undisputed fees remain due according to schedule.

8.10. You shall pay all amounts payable to Testlify under the Agreement in full without any setoﬀ, recoupment, counterclaim, deduction, debit, or withholding for any reason.

8.11. We are entitled to increase the Fees annually after the Initial Term for any Renewal Term (as defined below) with a notice period of thirty (30) days before taking eﬀect. If you do not agree to any change in the Fees, you are entitled to terminate the Agreement before the start of the Renewal Term. Your continued use of the Service after modifying the Fees constitutes your acceptance and agreement to pay the updated Fees.

9. Intellectual property and data

9.1. You acknowledge and agree that Testlify and its licensors, as applicable, own and retain all title and rights, including all intellectual property rights, in and to (a) the Platform, the Services, Beta Products, the Documentation, the software, including any related software application and/or component thereof, or to any associated materials or intellectual property, or in or to any enhancements, modifications, updates, or improvements of any of the foregoing (including any feedback you may provide), and all other materials created by us or provided by us to you as part of the Services under the Agreement, and (b) all operational and performance data related to your use of the Service and Beta Products, however excluding Customer Data (as defined below), and, subject to applicable law, any de-identified or anonymized aggregated data (“Testlify Data”).

9.2. The Agreement does not grant to Customer any title or right of ownership in or to the Platform, the Services, or any related software application or component thereof, or to any associated materials or intellectual property, including test content and questions, test algorithms, output generated by Candidates, or psychological profiling (with the exception of Customer Data as defined below).

9.3. You are prohibited from modifying, translating, decompiling, reverse engineering, disassembling, adapting the Services and the associated intellectual property rights, or attempting to or abstract the source code from the software underlying the Platform, the Services, the software, or the applications in any other way. You shall not remove or alter any of Testlify’s proprietary or copyright notices, trademarks or logos contained in the Services.

9.4. Any data that originates with a Candidate or that is directly provided by a Candidate via the use of the Platform or by a Candidate having created an account with Testlify, including but not limited to the output of an individual Candidate generated by the Platform and the talent pool, and communications with and video recordings of Candidates (“Candidate Data”) shall be the exclusive property of the Candidate. This includes any personal data provided by the Candidate using the Platform or when creating an account with Testlify.

9.5. Testlify hereby grants to you, and you accept, a limited-term, personal, non-exclusive, non-sublicensable, non-transferable, non-assignable license to access and use Testlify Data, including results derived from Candidate Data, solely for your own use of the Services in accordance with the Agreement.

9.6. All data or input, including personal data of your employees that you submit, share, store or otherwise provide to Testlify as part of your use of the Services, (which shall include Customer-developed tests uploaded by you as part of your use of the Services), as well as data and materials generated by you via your use of the Services with such data under the Agreement (which shall include your analyzing, screening, assessing, scoring, rating, asserting, evaluation or otherwise qualifying the output of an individual Candidate generated by the Platform, hiring outcomes, as well as communications directly between you and Candidate) shall remain, as between Customer and Testlify, the exclusive property of Customer (collectively, “Customer Data”). You will retain ownership of your Customer Data (subject to the licenses below and any third party rights therein). Candidate Data is explicitly excluded from Customer Data.

9.7. You grant us and our Aﬃliates as well as any sub-processors authorized by you to provide Services under these Terms, the right to collect, use, and process Customer Data only to the extent necessary to provide the Services, and in each case to enable Testlify to operate or improve the Services, in accordance with the Terms and the Data Processing Agreement. The terms of the Data Processing Agreement are incorporated into these Terms as an Annex. Your agreement to these Terms also constitutes your agreement to the Data Processing Agreement.

10. Representations, warranties, and disclaimers

10.1. Each Party shall at all times comply with all applicable laws, rules and regulations in the performance of the Agreement.

10.2. Each Party represents and warrants that it has been duly authorized to enter into the Agreement and it is entitled to perform its obligations and provide the licenses hereunder.

10.3The Customer represents and warrants that it has obtained all necessary permissions or consents required to provide Customer Data to Testlify, Inc. for use and disclosure in accordance with this Agreement.

Session recordings, snapshots, audio and video interview questions will be automatically deleted after 30 days. Workspaces should download them within this timeframe. The storage available per workspace is subject to the selected plan. Under the Starter Plan, each workspace is allocated 1 GB of storage. For the Basic Plan, the storage allocation increases to 5 GB per workspace. The Business Plan provides 10 GB of storage per workspace, while the Premium Plan offers the highest allocation of 20 GB per workspace. These storage allocations are subject to change and are outlined in the respective plan details. The credits are non-transferable between workspaces and do not roll over upon renewal or expiration.

Testlify does not offer automatic data export or download functionalities. To download your data, you must manually export candidate information by navigating to each assessment. Individual candidate reports can be downloaded from the candidate detail page. All data exports must be completed while your subscription is active. After subscription expiration, Testlify may no longer facilitate downloads or exports. Any requests for data retrieval post-expiration may incur additional charges billed at a rate of $35 per hour, subject to the volume of data.

10.4. Customer represents and warrants (a) to use the Services only for lawful purposes and in a manner consistent with these Terms; (b) not to use the Services to assess candidates for any jobs which are unlawful, unsafe, offensive, discriminatory, or inappropriate; and (c) not to use the Services to solicit information from candidates that could be used to discriminate against them.

10.5. Testlify warrants that the Services will substantially conform in all material respects in accordance with the specifications as described on the Website and that the Services shall not contain or transmit any (a) virus, trojan horse, worm, backdoor, or other software or hardware devices the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm, any computer, systems, or software; or (b) time bomb, drop dead device, or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of any person. Testlify further warrants and undertakes that: (a) it has and will maintain all necessary licenses, consents, and permission necessary for the performance of its obligations under the Agreement; and (b) it will cooperate with Customer in all matters relating to the Services. You will provide prompt written notice of any non-conformity. As Customer’s sole and exclusive remedy and Testlify’s entire liability for any breach of our warranties, Testlify will at our sole discretion use reasonable efforts to fix, provide a workaround, or otherwise correct the defect or, if Testlify is unable to do so.

10.6. Testlify warrants that it has obtained the consent of each Candidate to provide the Candidate Data (including Candidate’s personal data) to you (including to your Affiliates in countries outside the European Economic Area, if applicable) for the purpose of your direct or internal recruitment activities. Testlify will request the Candidate, on behalf of you, (which request will explicitly state that the Candidate’s answer will not impact the application procedure), to consent that you may keep the Candidate’s personal data for a period of one (1) year after the application for which that Candidate has completed the assessment has been completed or withdrawn. In addition, the Candidate is informed that he or she may withdraw such consent at any time.

10.7. Except for the warranties expressly provided by us in Section 10.1, 10.5, and 10.6, Customer expressly acknowledges and agrees that, to the maximum extent permitted by applicable law, the Services are provided “as is” with all faults and without warranty of any kind, and Testlify hereby disclaims all warranties and conditions with respect to the Services, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, or accuracy.

11. Indemnification

11.1. We will defend, indemnify, and hold Customer harmless against all damages, ﬁnes, penalties, settlement amounts pre-approved by us, costs, expenses, taxes, and other liabilities (including reasonable attorneys’ fees) incurred or awarded against you in connection with any unaffiliated third-party claim, action, demand, suit, or proceeding made or brought against you and your Affiliates, as well as their individual officers, directors, and employees that your use of the Services in accordance with the Agreement infringes copyright, registered trademark, issued patent, or other intellectual property right of such third party (“Infringement Claim”), on written demand. We reserve the right to either (a) alter the Services to make them non-infringing or (b) terminate the infringing Services and refund you any Fees in the event of an Infringement Claim.

11.2. Customer will defend, indemnify, and hold Testlify harmless against all damages, ﬁnes, penalties, costs, expenses, taxes, and other liabilities (including reasonable attorneys’ fees) incurred or awarded against Testlify, our Aﬃliates, oﬃcers, directors, and personnel in connection with any claim by an unaﬃliated third party alleging or arising out of your (a) breach of your obligations under the Agreement; (b) failure to obtain any appropriate license or other permissions, regulatory certifications, or approvals associated with technology or data provided by Customer to us including Customer Data; (c) failure to comply with your obligations in violation of any applicable law, including data privacy laws; (d) infringement or misappropriation of intellectual property rights of third parties; and (e) breach of confidentiality.

11.3. The obligation to provide indemnification under the Agreement shall be contingent upon the party seeking indemnification (i) providing the indemnifying party with prompt written notice of any claim for which indemnification is sought, (ii) allowing the indemnifying party to control the defense and settlement of such claim, provided however that the indemnifying party agrees not to enter into any settlement or compromise of any claim or action in a manner that admits fault or imposes any restrictions or obligations on an indemnified party without that indemnified party’s prior written consent which will not be unreasonably withheld, and (iii) cooperating fully with the indemnifying party in connection with such defense and settlement.

11.4. This Section 11 (Indemniﬁcation) states the sole liability of the indemnifying Party to, and the exclusive remedy of the indemnified Party against, the other Party for any third-party claims.

12. Limitation of liability

12.1. To the greatest extent permitted by applicable law, each Party’s total aggregate liability to the other Party or any third party for any and all direct losses, damages, costs, or expenses arising out of or relating to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall be limited as follows:

a) For Customers subscribed to the Starter / Basic / Business plan:
An amount equal to fifty percent (50%) of the aggregate fees paid or payable by Customer to Testlify under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

b) For Customers subscribed to an Premium / Enterprise plan:
An amount equal to one hundred percent (100%) of the aggregate fees paid or payable by Customer to Testlify under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

12.2Except for liabilities expressly excluded from the limitation pursuant to Section 12.4, neither Party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, revenue, business, or anticipated savings, whether arising in contract, tort (including negligence), strict liability, or otherwise, even if such Party has been advised of the possibility of such damages.

12.3 Testlify shall not be liable for any damages or losses resulting from or relating to:

a) misrepresentation, fraud, or misconduct by any Candidate performing or conducting tests or assessments via the Platform;
b) Customer’s or its users’ use of the Services in violation of this Agreement;
c) use of Beta Products or Free Plan Products, which are provided on an “as-is” basis;
d) loss or destruction of data or documents (including Customer Data), except to the extent caused by Testlify’s breach of this Agreement or applicable law, and subject to the applicable liability cap set forth in Section 12.1.

12.4. The limitations of liability set forth in this Section shall not apply to:

a) a Party’s gross negligence or willful misconduct;
b) Customer’s breach of Section 4 (User Rights and Responsibilities);
c) Customer’s breach of Section 8 (Fees and Payment Terms);
d) either Party’s indemnification obligations under Section 11 (Indemnification);
e) infringement or misappropriation of the other Party’s intellectual property rights;
f) breach of confidentiality obligations;
g) violations of applicable data protection laws, including GDPR, to the extent such liability cannot be lawfully limited.

13. Confidentiality

13.1. In connection with this Agreement, each Party may have access to or be exposed to information of the other Party that is not generally known to the public, such as software, performance, scoring, evaluation and Customer ratings of Candidates and Customer employees, Candidate lists, product plans, pricing, marketing and sales information, “know-how,” or trade secrets, which may be designated as confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential, including Customer Data (collectively, “Confidential Information”).

13.2. Confidential Information may not be shared with third parties unless such disclosure is to the receiving Party’s personnel, including employees, agents, and authorized subcontractors, on a “need-to-know” basis in connection with this Agreement, so long as such personnel have agreed in writing to treat such Confidential Information under terms at least as restrictive as those herein. Each Party agrees to take the necessary precautions to maintain the confidentiality of the other Party’s Confidential Information by using at least the same degree of care as such Party employs with respect to its own Confidential Information of a similar nature, but in no case less than a reasonable standard of care to maintain confidentiality.

13.3. The foregoing shall not apply to information that: (a) was known by the receiving party prior to its receipt from the disclosing party or is or becomes public knowledge through no fault of the receiving party; or (b) is rightfully received by the receiving party from a third party without a duty of confidentiality. If a court or government agency requires a receiving party to disclose Confidential Information, the receiving party shall provide reasonable advance notice to the disclosing party before making such a disclosure to enable the disclosing party to see an appropriate protective order or other such remedy.

14. Term and termination

14.1. The Agreement, including these Terms, commence on the date when accepted or on the date as indicated in the Order Form and will continue until all Order Forms or Services used by the Customer on the Website have expired or have been terminated in accordance with these Terms.

14.2. The initial subscription term (“Initial Term”) starts to run from the moment the Services are activated through the Website or as indicated in the applicable Order Form.

14.3. Unless otherwise provided on the Website or in the applicable Order Form, your subscription will automatically renew for additional successive periods of equal duration to the Initial Term (each, a “Renewal Term”, and together with the Initial Term, the “Term”) unless you or Testlify cancels the renewal. If you do not agree to the renewal, you are entitled to terminate the renewal of the Agreement by contacting the contact help center up to the last day of the Term. Your continued use of the Services constitutes your acceptance and agreement to the Renewal Term. Termination of the Agreement during the Term is not possible unless in accordance with this Section 14.

14.4. The applicable fee for any Renewal Term will be determined using the then-current list price based on the applicable subscription plan on the Website for such renewed Services unless a diﬀerent renewal pricing is speciﬁed in the Order Form.

14.5. Either Party may terminate the Agreement and any Order Form (in whole or in part) by providing the other Party with not less than ten (10) days’ prior written notice in the event the other Party materially breaches any provision of this Agreement. If the breaching Party fails to cure the material breach within ten (10) day period following the notice of default, the non-breaching Party may terminate this Agreement effective at the end of the ten (10) day period, notwithstanding any other provision in this Agreement. Regarding a material breach of Customer, Testlify may, in addition to termination, suspend the provision of certain Services, close your accounts, and/or prohibit Customer from creating any new accounts.

14.6. In no event will termination of the Agreement or Order Form relieve Customer of any payment obligation of the Fees payable prior to the eﬀective date of termination.

14.7. Either Party may terminate this Agreement by written notice with immediate effect in the event the other Party becomes insolvent or generally unable to pay its debts as they become due or makes an assignment for the benefit of its creditors or seeks relief under any bankruptcy, insolvency, or liquidation proceedings.

14.8. In the event of any expiration or termination of the Agreement: (a) Testlify will invoice Customer for any accrued but unbilled amounts, and Customer shall promptly pay any then outstanding and unpaid amounts including any accrued but unbilled amounts owed under the Agreement; (b) Customer shall immediately cease all use of the Services and return or purge any and all components thereof, including returning or destroying or causing to be destroyed any and all copies of the Documentation, notes and other materials comprising or regarding the Services, any Candidate Data copied, stored or otherwise transferred to Customers’ systems as well as any Testlify Data and Confidential Information; (c) Testlify will suspend access to the Services and Customer shall no longer have access to Testlify’s platform including its historical assessments; and (d) Testlify delete to Customer all Customer Data, all Customer Confidential Information and any other material, equipment or information that is proprietary to Customer within sixty (60) days after the eﬀective date of expiration or termination, unless it is required to store such data longer as required by applicable law or as required to prosecute or defend a legal claim, in which case such information will only be retained for as long as required to resolve the claim.

14.9. The following sections and paragraphs shall survive the expiration or termination of the Agreement under this Section 14 (Term and Termination): Section 8 (Fees and Payment Terms), Section 9 (Intellectual Property and Data), Section 13 (Conﬁdentiality); Section 10.7 (Disclaimer), Section 11 (Indemniﬁcation), Section 12 (Limitation of Liability), Section 16 (Miscellaneous) as well as the Data Processing Agreement.

15. Amendments

15.1. Testlify is entitled to amend these Terms from time to time. We will use reasonable efforts to notify you of any material changes by posting an announcement on the Website or by email. To the greatest extent permitted by applicable law, the new Terms will take immediate eﬀect, and your continued use of the Services following our posting or notice of the changes will constitute your acceptance of the updated Terms.

15.2. If we are required by applicable law to give additional notice, changes will automatically take eﬀect regarding your use of the relevant Services upon expiry of such notice period (unless you terminate during that period) or upon your earlier acceptance of such changes. If you have a right under applicable law to terminate this Agreement upon receipt of such notice, you will not be charged a fee for early termination where you exercise that right under applicable law, but any fees previously paid by you are non-refundable and any fees owing continue to remain due and payable

16. Miscellaneous

16.1. Compliance with laws

Both Parties warrant compliance with all applicable anti-corruption, anti-money laundering, sanctions, export controls, and other international trade laws, regulations, and governmental orders of the European Union, the United Kingdom, the United States of America, the United Nations, or any other relevant governmental authority, including obtaining all necessary licenses and/or government approvals. Parties will promptly notify each other in writing of any actual or potential violation of such applicable laws and regulations in connection with the use of the Services and Parties shall take all appropriate actions to remedy or resolve such violations, including any actions requested by the other Party.

16.2. No class action

To the greatest extent permitted by applicable law, neither Customer nor Testlify shall be entitled to join or consolidate claims by or against other customers or pursue any claim as a representative of a class action or in a private attorney general capacity.

16.3. U.S. government use

The Services, including any related software and technology, are provided solely in accordance with these Terms for United States government end use. If you (or any users of your Customer Application) are an agency, department, or other entity of the United States government, the use, duplication, reproduction, release, modiﬁcation, disclosure, or transfer of the Services, or any related documentation, is restricted by these Terms. All other use is prohibited and no other rights other than those provided in these Terms are conferred.

16.4. Talent pool

Testlify is a marketplace and provides both assessing and sourcing solutions for Customers, as well as self-testing and job boards for job seekers. Candidates that the Customer wishes to assess may already be part of the Testlify Talent Pool or may have an existing Testlify profile. As part of your use of the Services, you acknowledge that Testlify and our Aﬃliates may contact Candidates who do not already have a Testlify profile and invite them to create one after taking an assessment. This profile enables Candidates to access their test scores and the Talent Pool. Candidates can opt-out at any time. Candidates will not be visible in the Talent Pool if you mark them as ‘hired’ within fourteen days of the Candidate completing their assessment. If assessments are configured to not show the assessment results to Candidates, they are not given the option to create a Testlify profile after taking an assessment. If you use the Services for internal purposes, Candidates with the same email domain as the inviting Customer are automatically excluded from the Talent Pool.

16.5. Independent contractors

The Parties are independent contractors. This Agreement shall not create or impose an association, trust, partnership, joint venture or other entity or similar legal relationship between Testlify and Customer. Neither Party will have any rights, power, or authority to act or create an obligation, express or implied, on behalf of another party except as specified in the Agreement.

16.6. Force majeure

Neither Party shall be liable to the other for any failure to perform any of its obligations (except payment obligations) under the Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, embargo, strike, riot, terrorism, epidemic or pandemic, or the intervention of any governmental authority (a “Force Majeure”). In such an event, however, the delayed Party must promptly provide the other Party with written notice of the Force Majeure. The delayed Party’s time for performance will be excused for the duration of the Force Majeure, but if the Force Majeure event lasts longer than ninety (90) days, then the other Party may immediately terminate, without any liability, in whole or in part, the Agreement by giving written notice to the delayed Party.

16.7. Transferability and subcontracting.

Neither all nor any part of Customer’s rights or obligations under this Agreement are assignable or transferable by Customer, whether directly or indirectly, without the prior written consent of Testlify, and any attempt to do so shall be void, except in case of merger, acquisition or sale of majority of assets. Testlify has the right to freely assign all or part of its rights and obligations under the Agreement or to make use of the services of third parties by subcontracting. Subject to the foregoing, the Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

16.8. Entire agreement

The Agreement constitutes the entire agreement between you and us with respect to its subject matter and supersedes all prior oral and written understandings, communications, or agreements. General terms and conditions of Customer are not applicable and expressly excluded.If any provision of the Agreement should be found to be void or unenforceable, such provision will be stricken or modified, but only to the extent necessary to comply with the law, and the remainder of the Agreement will remain in full force and will not be terminated.

16.9. Execution.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each Party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

16.10. Fair Use Policy.

The following “Fair Use Policy” applies to specific features of the Services as listed below. Its application is at the sole discretion of Testlify. If, in our reasonable opinion, your usage materially deviates from expected norms for fair and reasonable use, we may: (i) request that you reduce usage within two business days; (ii) charge additional fees (in accordance with clause 8); (iii) reduce the remaining Credit balance in your plan; or (iv) suspend or terminate access to the specific features in question.

16.11. AI Interviews:

The average length per AI interview should not exceed 20 minutes. For Credit Based Plans exceeding 20,000 Credits, bespoke credit consumption terms for AI interviews will apply.

16.12. ID Verification:

This feature is based on one session per Candidate. An allowance is made for up to 5% of Candidates requiring more than one session to complete ID verification.

16.13. Notices & publicity

Any notice, request, demand, or other communication to be provided under this Agreement shall be in writing and shall be sent by the email addresses provided by each Party, or at such other address as a Party may designate by written notice to the other Party.You grant us the right to use your name, logo, and a description of your use case to refer to you on our website, customer lists, or marketing or promotional materials, subject to your standard trademark usage guidelines expressly provided to us.

17. Governing law & jurisdiction

17.1. Governing law

This Agreement is governed by the laws of the State of Delaware, USA. The United Nations Convention on Contracts for the International Sale of Goods does not apply.