Terms of Service

Welcome to ShortlistKit ("Service"). These Terms of Service ("Terms") constitute a legally-binding agreement between you and ShortlistKit, Inc. ("Company," "we," "our," or "us"). By creating an account, clicking "I agree," or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy.

1. Definitions

• "Customer" or "you" – The person or legal entity that creates a workspace and accepts these Terms.
• "Authorized User" – Any individual who accesses the Service under your workspace (e.g., recruiters, hiring managers).
• "Candidate Data" – Résumés, e-mails, or any personal information about job applicants that you upload, forward, or otherwise submit to the Service.
• "Documentation" – Any user guides or knowledge-base articles we provide.
• "Subscription Plan" – The tier (Starter, Growth, Professional, custom) selected in your account, including usage limits and pricing as described on the pricing page or Order Form.
• "Order Form" – Any online or written ordering document referencing these Terms (e.g., Stripe checkout receipt).

2. Account Registration & Eligibility

1. You must be at least 18 years old and legally able to enter contracts.
2. You agree to provide accurate account information and keep it current.
3. You are responsible for all activity that occurs under your credentials. Keep passwords and OAuth tokens confidential.

3. License & Acceptable Use

1. License. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right for Authorized Users to access and use the Service and Documentation during an active Subscription Plan.
2. Restrictions. You must not:
   • Reverse-engineer, decompile, or attempt to discover source code;
   • Circumvent usage limits, rate limits, or billing meters;
   • Use the Service to build a competing product or service;
   • Upload malicious code or content that violates law, IP, or privacy rights;
   • Process "special category data" (GDPR Art. 9) or data concerning children under 16 without appropriate lawful basis.
3. You retain all rights to Candidate Data. You grant us and our sub-processors a limited license to process Candidate Data solely to provide and improve the Service, as described in the Privacy Policy and any Data Processing Agreement ("DPA").

4. Subscription, Fees, & Payment

1. Plans. Features, quotas (e.g., résumés per month, job templates), and pricing are detailed on the pricing page or Order Form.
2. Billing. Paid plans are billed in advance via Stripe in USD (unless stated otherwise) and renew automatically every billing cycle until cancelled.
3. Free Tier. The Starter plan is free but subject to hard usage caps and feature limitations; we may modify or discontinue the free tier at any time with 30 days' notice.
4. Overage. If you exceed plan quotas, we may (a) charge overage fees at then-current rates, or (b) suspend further processing until the next cycle or upgrade.
5. Taxes. Prices exclude VAT, GST, or other applicable taxes; you are responsible for those amounts.
6. Failed Payment. If payment cannot be collected, we may suspend or downgrade the account after reasonable notice.

5. Downgrades & Cancellations

• You may downgrade or cancel at any time in the billing portal; changes take effect at the next renewal.

6. Service Levels & Support

• We aim for 99.5% monthly uptime but do not guarantee uninterrupted Service. Planned maintenance will be announced in advance when feasible.
• Starter plan users receive community/self-service support; Growth and higher tiers receive e-mail ticket support during business hours (CET).
• Beta or preview features are provided "as-is" without support or SLA.

7. Data Protection & Security

• We act as Data Processor for Candidate Data and Data Controller for Customer and Usage Data, as defined by GDPR.
• We process Candidate Data strictly under your instructions. You are responsible for obtaining any required consents from applicants.
• We implement industry-standard technical and organizational measures (encryption in transit and at rest, least-privilege access, regular backups).
• Detailed information and audit-ready clauses are available in our DPA. You can request a signed copy via the billing portal.

8. Confidentiality

• Both parties agree to keep the other's non-public business information confidential and to use it only for purposes of fulfilling these Terms, except where disclosure is mandated by law.

9. Intellectual Property

• The Service, underlying software, logos, and trademarks are owned by Company or its licensors. No rights are granted except as expressly set out herein.
• Feedback you voluntarily provide (e.g., bug reports, feature ideas) may be used by us without obligation.

10. Termination & Data Deletion

• Either party may terminate these Terms for material breach if the breach is not cured within 30 days after written notice.
• Upon termination or non-renewal:
  • Your license to use the Service ceases.
  • You may export Candidate Data for 30 days.
  • After 30 days, we delete Candidate Data from active systems and within 60 days from backups.
  • Sections intended to survive (e.g., confidentiality, IP, disclaimers, limitations) remain in force.

11. Warranties & Disclaimers

1. Mutual warranty. Each party represents it has authority to enter these Terms.
2. Service warranty. We warrant that the Service will perform materially in accordance with Documentation. Your exclusive remedy for breach is re-performance of the non-conforming portion or, if we cannot fix it within 30 days, prorated refund of prepaid fees.
3. AI Disclaimer. Résumé scores and recommendations are generated algorithmically and provided "as-is." You remain solely responsible for employment decisions and regulatory compliance (e.g., EEOC, local labor laws).
4. General disclaimer. Except for the express warranties above, the Service is provided "AS IS" and we disclaim all other warranties, including merchantability, fitness for a particular purpose, and non-infringement.

12. Limitation of Liability

• Indirect damages excluded. Neither party is liable for indirect, consequential, punitive, or special damages (loss of profits, data, goodwill) even if advised of possibility.
• Cap. Our total liability for any claim arising out of these Terms will not exceed the greater of (a) USD 100 or (b) the amount you paid to us in the 12 months preceding the event.
• The above limits do not apply to (i) your payment obligations; (ii) either party's breach of confidentiality; (iii) infringement or misappropriation of IP; or (iv) gross negligence or willful misconduct where such limitation is prohibited by law.

13. Indemnification

• By Customer. You will indemnify and defend us against claims arising from (a) Candidate Data you submit that infringes third-party rights or violates law; (b) use of the Service in breach of these Terms.
• By Company. We will indemnify you against third-party claims that the Service as provided infringes a valid IP right, and will either (i) modify the Service, (ii) replace it with equivalent functionality, or (iii) terminate your subscription and refund prepaid fees.

14. Changes to Service or Terms

• We may modify these Terms or the Service to improve features, comply with law, or address security issues. We will give at least 14 days' notice for material changes. Continued use after the effective date constitutes acceptance.

15. Governing Law & Dispute Resolution

• Law. These Terms are governed by the laws of Poland, excluding conflict-of-law rules.
• Venue. Any dispute will be litigated exclusively in the competent courts of Warsaw, Poland, unless statutory law mandates another forum.
• Alternative dispute resolution. For claims under PLN 100,000 (approximately USD 25,000), the parties may agree to resolve disputes through mediation in accordance with Polish Civil Procedure Code before initiating court proceedings.

16. Export Compliance

You must comply with all applicable export control laws. You represent that you are not located in a sanctioned country or on any restricted-party list.

17. Miscellaneous

• Entire agreement. These Terms plus any duly-signed Order Form constitute the entire agreement and supersede prior proposals.
• Severability. If any provision is unenforceable, the remainder will remain in effect.
• Assignment. Neither party may assign without the other's prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets.
• Force majeure. Neither party is liable for failure to perform due to events beyond reasonable control (e.g., natural disasters, internet outages, governmental actions).
• Notices. Legal notices must be in writing and sent to legal@shortlistkit.com and to your registered e-mail or physical address.