Terms of Service

3.1 Service Description

Bear Systems provides comprehensive AI-powered human resources technology solutions, including but not limited to:

• Automated recruitment and candidate screening systems
• Employee performance management and analytics
• HR compliance and legal risk assessment tools
• Talent intelligence and workforce optimization
• Integration services with third-party HR systems
• Custom AI model training for HR applications
• Real-time reporting and business intelligence dashboards

3.2 Eligibility Requirements

To use our Services, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction
• Have the legal capacity and authority to enter into binding contracts
• Represent a legitimate business entity or be an authorized individual user
• Provide accurate, current, and complete registration information
• Comply with all applicable federal, state, and local laws and regulations
• Not be barred from using the Services under applicable law
• Not be located in a country subject to a U.S. Government embargo

4.1 Account Creation

To access certain features of our Services, you must create an Account. During registration, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your Account information
• Create only one Account per individual or entity
• Not share your Account credentials with others
• Not create an Account using false identity or information

4.2 Account Security

You are responsible for:

• Maintaining the security and confidentiality of your Account credentials
• All activities that occur under your Account
• Promptly notifying us of any unauthorized access or security breaches
• Logging out of your Account when not in use
• Using strong passwords and enabling multi-factor authentication when available

We reserve the right to suspend or terminate Accounts that violate these Terms, pose security risks, or show signs of suspicious activity.

6.1 Our Intellectual Property

The Services and all materials therein, including but not limited to:

• Software, algorithms, and source code
• AI models, training data, and machine learning processes
• User interfaces, designs, and graphics
• Trademarks, service marks, logos, and brand elements
• Documentation, reports, and analytical content
• Patents, trade secrets, and proprietary methodologies

Are owned by Bear Systems, our users, or our licensors, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 Limited License to You

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use our Services solely for your internal business purposes in accordance with your Subscription plan.

6.3 Your Content License to Us

You retain ownership of Customer Data you submit to our Services. However, you grant us a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, distribute, and display such content solely for the purpose of providing our Services, improving our AI models, and generating analytics and insights.

6.4 Feedback

Any feedback, suggestions, or improvements you provide regarding our Services become our property and may be used without restriction or compensation to you.

7.1 Privacy Commitment

Your privacy and data security are paramount to us. Our collection, use, and disclosure of Personal Data is governed by our comprehensive Privacy Policy, which is incorporated into these Terms by reference and forms an integral part of this agreement.

7.2 Data Processing Roles

Depending on the specific Services used, Bear Systems may act as either a data controller or data processor:

• As Data Controller: For account information, usage analytics, and service optimization
• As Data Processor: For customer HR data processed through our platform

7.3 Compliance Framework

We implement comprehensive measures to ensure compliance with:

• General Data Protection Regulation (GDPR)
• California Consumer Privacy Act (CCPA)
• Health Insurance Portability and Accountability Act (HIPAA) where applicable
• Equal Employment Opportunity Commission (EEOC) guidelines
• Other applicable data protection and employment laws

7.4 Data Security Measures

• End-to-end encryption for data in transit and at rest
• Multi-factor authentication and access controls
• Regular security audits and penetration testing
• SOC 2 Type II compliance and certification
• Employee background checks and confidentiality agreements
• Incident response and breach notification procedures

8.1 Subscription Fees

Access to certain Services requires payment of subscription fees as specified in your service plan. All fees are:

• Stated in U.S. Dollars unless otherwise specified
• Exclusive of applicable taxes, duties, and regulatory fees
• Payable in advance for the subscription period
• Non-refundable except as expressly stated or required by law

8.2 Billing and Payment

• Subscription fees are billed at the beginning of each billing cycle
• Payment is due within 30 days of invoice date unless otherwise agreed
• We accept major credit cards, ACH transfers, and wire transfers
• You authorize automatic renewal and recurring charges
• Late payments may incur interest charges of 1.5% per month
• We may suspend Services for accounts more than 30 days overdue

8.3 Price Changes

We reserve the right to modify our pricing with sixty (60) days' written notice. Price changes will not affect your current billing cycle but will apply to subsequent renewal periods.

8.4 Taxes

You are responsible for all applicable federal, state, local, and foreign taxes, duties, tariffs, and similar charges. If we are required to collect such taxes, they will be added to your invoice.

9.1 Service Level Commitment

We strive to maintain high availability of our Services and target:

• 99.9% uptime for core platform services
• Response times under 2 seconds for standard operations
• Scheduled maintenance windows with advance notice
• Real-time status monitoring and incident reporting

9.2 Service Modifications

We reserve the right to modify, update, or discontinue any aspect of our Services with reasonable notice. We will provide advance notification of material changes that may affect your use of the Services.

9.3 Maintenance and Updates

We perform regular maintenance, security updates, and feature enhancements. While we strive to minimize disruption, some maintenance may require temporary service unavailability.

10.1 Mutual Confidentiality

Both parties acknowledge they may have access to Confidential Information. Each party agrees to:

• Maintain strict confidentiality of such information
• Use Confidential Information solely for the purposes of these Terms
• Not disclose Confidential Information to third parties without prior written consent
• Implement appropriate safeguards to protect confidential information
• Return or destroy Confidential Information upon termination

10.2 Exceptions

Confidentiality obligations do not apply to information that is: (a) publicly available through no breach of these Terms; (b) rightfully known prior to disclosure; (c) independently developed; or (d) required to be disclosed by law.

11.1 "AS IS" Provision

We disclaim all implied warranties, including merchantability, fitness for a particular purpose, quiet enjoyment, and non-infringement. We do not warrant that the Services will meet your requirements or operate without interruption or error.

11.2 Specific Disclaimers

Without limiting the generality of the foregoing, we specifically do not warrant that:

• The Services will be uninterrupted, timely, secure, or error-free
• AI-generated recommendations will be accurate or suitable for your unique context
• Third-party integrations will remain available or function without issue
• Employment, legal, or compliance outcomes will be achieved solely through use of the Services
• All defects or vulnerabilities can or will be corrected

11.3 AI Services Disclaimer

Our AI Services rely on machine learning models that may produce unpredictable results. Outputs should be reviewed by qualified professionals and validated before use in critical or regulated decision-making.

11.4 Jurisdictional Variations

Some jurisdictions do not permit the exclusion of certain warranties. In such cases, the exclusions above apply only to the extent permitted by applicable law and you may have additional rights under consumer protection statutes.

12.1 Exclusion of Consequential Damages

We are not liable for losses including but not limited to:

• Lost profits, revenue, goodwill, or business opportunities
• Loss or corruption of data, files, or work product
• Business interruption or operational delays
• Costs of substitute goods or services
• Third-party claims, penalties, or investigations

12.2 Monetary Cap

Our aggregate liability for any claim arising from these Terms or the Services shall not exceed the greater of: (a) the fees you paid to us in the twelve (12) months preceding the event giving rise to the claim; or (b) one thousand U.S. dollars (USD $1,000).

12.3 Applicability

These limitations apply regardless of the legal theory asserted—whether contract, tort, negligence, strict liability, or otherwise—and even if we were advised of the possibility of such damages.

12.4 Exceptions

The limitations above do not apply to liability that cannot be excluded under applicable law, including for death or personal injury caused by negligence, gross negligence, willful misconduct, or fraud.

13.1 Your Obligations

You agree to defend, indemnify, and hold us harmless from third-party claims arising from:

• Your breach of these Terms or of applicable laws or regulations
• Content or data you submit to the Services
• Your employment decisions or use of AI-generated outputs
• Security incidents or privacy violations attributable to your actions
• Any claim alleging that your use of the Services infringes a third party's rights

13.2 Our Obligations

We will defend and indemnify you against third-party claims asserting that the Services directly infringe a valid U.S. patent, copyright, or trademark, provided you promptly notify us of the claim and allow us to control the defense and settlement.

13.3 Procedures

The indemnified party must promptly notify the indemnifying party of the claim, provide reasonable cooperation at the indemnifying party's expense, and allow the indemnifying party sole control over the defense and settlement of the claim.

14.1 Termination by You

You may terminate your account at any time by:

• Providing written notice to our support team
• Completing the account closure process within the dashboard
• Settling all outstanding fees owed through the termination date

14.2 Termination by Us

We may suspend or terminate access immediately if you violate these Terms, pose a security risk, fail to pay fees after notice, engage in fraudulent or illegal activity, or if required to do so by law or regulatory order.

14.3 Effect of Termination

• Your right to access and use the Services ends immediately
• We may delete your account and associated Customer Data subject to retention obligations
• You remain responsible for any fees due prior to termination
• Provisions that by nature should survive termination will remain in effect

14.4 Data Retention

Following termination, we retain Customer Data only as required by law or for legitimate business purposes. Thereafter, data is securely deleted or irreversibly anonymized.

15.1 Governing Law

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

15.2 Jurisdiction

Subject to the arbitration requirement below, the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any action permitted to proceed in court.

15.3 Mandatory Arbitration

Any dispute arising out of or relating to these Terms shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration will be conducted in Delaware, and the arbitrator's award shall be final and enforceable in any court of competent jurisdiction.

• Each party bears its own legal fees and costs
• The arbitrator may award equitable relief when appropriate
• Discovery shall be limited to that necessary for a fair hearing

15.4 Exceptions

Either party may seek injunctive or other equitable relief in court to protect intellectual property rights or confidential information, without waiving the obligation to arbitrate remaining claims.

15.5 Class Action Waiver

You and Bear Systems agree to resolve disputes only in an individual capacity. Neither party shall participate in a class, collective, or representative action against the other.