Terms of Service for Vibe Check Code LLC (DBA "Vibe Check")

Effective Date: December 16, 2025

This Terms of Service (these "Terms") is made as of December 16, 2025 (the "Effective Date") by and between Vibe Check Code LLC, a New York limited liability company doing business as "Vibe Check" ("Vibe Check"), with its principal place of business at 418 Broadway STE N, Albany, NY 12207, and each individual or entity that accesses or uses the Vibe Check platform and related offerings, including (a) individuals seeking evaluation ("Candidates") and (b) employers and their authorized recruiters using evaluations and introductions for hiring ("Companies"). These Terms govern access to and use of the Vibe Check platform, coding challenges, evaluations, certifications, introductions, dashboards, and related support (collectively, the "Services") by Candidates and Companies (each, a "User", and together, "Users").

Acceptance

These Terms apply to any individual or entity who accesses, views, or uses Vibe Check Services, including those who consume evaluation results or certifications even without creating an account. Users accept and agree to these Terms by creating an account, clicking "I agree" (or similar), accessing or using the Services, or receiving and intentionally using evaluation results, certifications, or introductions provided by Vibe Check. If Vibe Check has entered into a separate signed agreement with a Company (an "Enterprise Agreement"), the Enterprise Agreement will control to the extent of any direct conflict with these Terms for the specific Services and scope covered by that Enterprise Agreement.

Updates

Vibe Check may update these Terms from time to time. Where changes are material, Vibe Check will provide notice by email to the address on file and/or in-product notice and will post the updated Terms with a revised Effective Date. Unless otherwise stated in the notice, the changes will take effect as of the posted Effective Date. Continued use of the Services after the Effective Date constitutes acceptance of the updated Terms.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:

1. Key Definitions

a. "Candidate" means an individual who registers to take coding challenges, be evaluated, and potentially be introduced to Companies.

b. "Company" means an employer or its authorized recruiter that uses the Services to view evaluations, request introductions, or hire Candidates.

c. "Services" means the Vibe Check platform, coding challenges, evaluation, certification, introductions, dashboards, and related support.

d. "Evaluation Data" means code submissions, test outputs, review notes, scores, AI interaction logs, and certification outcomes generated through the Services.

e. "Certification" means Vibe Check's statement of observed skill/performance based on specific evaluations; it is not a guarantee of future performance.

f. "Introduction" means Vibe Check exposing a Candidate to a Company for hiring consideration, which may include profile sharing, referral, scheduling an interview, or providing contact details.

g. "Successful Hire" or "Hire" means a signed employment agreement between the Company (including its parents, subsidiaries, or affiliates where stated in these Terms) and the Candidate for a direct employee position. For clarity, contractors, interns, or third-party agency engagements are excluded from these Terms and require a separate agreement.

h. "Test Materials" means Vibe Check questionnaires, assessments, quizzes, and other forms, prompts, datasets, scoring rubrics, related documentation, and repositories used for evaluation.

i. "Third-Party Services" means vendors and application programming interfaces used by Vibe Check to provide the Services (e.g., AI model providers, hosting, analytics), which may process data on Vibe Check's behalf.

j. "Platform" means all Vibe Check websites, mobile or desktop applications, application programming interfaces (APIs), and any other web-based or hosted services made available by Vibe Check.

k. "User Content" means all information a User uploads, submits, posts, or otherwise provides via the Platform, including but not limited to resumes, bios, documents, profiles, code submissions, and communications with Vibe Check.

2. Who These Terms Apply To; Account Creation

a. Applicability

Sections labeled as generally applicable apply to all Users. In addition, Section 4 applies to Candidates and Section 5 applies to Companies.

b. Account Setup

To access the Services, Users must create an account by providing accurate and complete information and keep such information current. Each User is responsible for maintaining the confidentiality and security of their account credentials and for all activities under their account. One account per individual; account sharing is not permitted. Users are responsible for maintaining the confidentiality of their account credentials and for all activities occurring under their account. Notify Vibe Check immediately of any unauthorized use or suspected breach of account security.

c. Minimum Age

The Services are intended for individuals 18 years of age or older. Users under the age of 18 may not use the Services.

d. Electronic Communications

Users consent to receive electronic communications from Vibe Check related to the Services, including emails, in-product messages, and service announcements. Users may adjust non-essential communications preferences in account settings where available.

3. What Vibe Check Does and Does Not Do (Service Description)

a. Vibe Check Provides

Vibe Check provides assessment services designed to evaluate engineering skills using real-world coding tasks, behavioral interview questions, and other software engineering-related evaluations. Vibe Check generates and maintains Evaluation Data, and may offer a Certification based on observed performance. Vibe Check introduces Candidates to Companies and may share Evaluation Data with Companies for hiring purposes. Vibe Check uses AI tools and other Third-Party Services to assist in evaluating candidate responses and interactions.

b. Vibe Check Does Not Provide

Vibe Check is not a staffing agency, recruiter of record, employer, or professional reference. Vibe Check does not make hiring decisions and does not guarantee employment, interview outcomes, or job performance. Vibe Check does not provide legal, HR, or professional advice regarding hiring or employment decisions.

c. No Employment Guarantee

Vibe Check does not guarantee job placement, interview selection, or hiring outcomes, and makes no representations regarding the accuracy or completeness of match recommendations. From time to time, Vibe Check may suggest general job fit categories (e.g., preferred team structure, communication style, or company maturity level) based on assessment responses. These are not job offers and do not guarantee employment. Any specific employer match is initiated by a Vibe Check representative as part of a recruiting outreach effort.

d. Venue Only Status

Vibe Check acts solely as a venue to introduce Candidates and Companies. Vibe Check is not a party to, nor responsible for, any employment, service, or contractual arrangements between users of the Platform. Vibe Check does not employ, supervise, or control Candidates or Companies.

4. Candidate Terms (Consents, Responsibilities, Restrictions)

a. Consent to Evaluation

Candidate consents to evaluation through the Services, which may include human review of code submissions and analysis of AI interactions.

a1. Behavioral Profiling and Evaluation Transparency

Vibe Check's questionnaires, assessments, quizzes, and other forms analyze behavioral patterns and decision-making tendencies in workplace simulations. These insights may be used to inform recruiting efforts, and may also be used in anonymized form to develop future products or analytics models. By submitting responses to questionnaires, assessments, quizzes, and other forms, Candidate acknowledges and agrees that their responses may be used for recruiting and system improvement purposes, and may be included in anonymized datasets for research, product development, and commercial purposes.

b. Representations

Candidate represents and warrants that: (a) all submissions are Candidate's original work or content that Candidate has the right to use and submit; (b) Candidate will not include proprietary or third-party code or data without appropriate rights and permissions; (c) all information in profiles, resumes, and during evaluations is truthful and accurate; and (d) Candidate will not cheat, use unauthorized aids, or collaborate contrary to instructions or applicable rules for questionnaires, assessments, quizzes, and other forms.

c. Sharing and Visibility

Candidate consents to Vibe Check sharing Candidate's Certification status and relevant Evaluation Data with Companies for hiring purposes and to Vibe Check logging, analyzing, and storing code submissions and AI interactions in connection with the Services. Candidate acknowledges and agrees that Vibe Check may share relevant responses, behavioral insights, and evaluation summaries with potential employers solely in connection with recruiting or placement efforts initiated by Vibe Check. Candidate responses and results are not made public or indexed. Vibe Check does not publish candidate rankings, scores, or profiles for public viewing. Vibe Check does not operate as a data broker, and candidate insights are only shared in connection with human-initiated recruiting efforts or as otherwise described in these Terms.

d. Use of AI by Candidate

If an assessment requires disclosure of AI tool usage, Candidate must accurately disclose any AI assistance used to generate the submission. Misrepresenting AI-assisted work as entirely human-generated may result in de-certification, invalidation of results, or suspension/termination of Candidate's account. Vibe Check uses automated systems to detect potential cheating or unauthorized use of AI/automation. These systems are not infallible; false positives or negatives may occur, and detection is not guaranteed.

e. Content License from Candidate

Candidate grants Vibe Check a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, host, analyze, reproduce, modify, create derivative works from, sublicense, sell, transfer, and otherwise process all data submitted, uploaded, or generated through their use of the Services, including but not limited to assessment responses, resumes, professional experience summaries, employment history data, profile content, written communications, uploaded documents, interaction metadata, usage logs, timestamps, inferred behavioral traits, and other interactions. This license applies to all User Content submitted to or generated on the Platform, including assessment responses, optional follow-up questions, resume-related questions, written communications, metadata, behavioral timing data, clickstream data, interface interactions, and interaction logs. This license covers purposes including but not limited to developing current and future services, analytics, commercial offerings, and product improvements. This may include research, machine learning, anonymized data modeling, and use cases not yet offered by Vibe Check. Vibe Check may use de-identified and/or anonymized data (including resume data, behavioral data, and all other data types described herein) for any lawful purpose, including but not limited to analytics, test improvement, Service enhancement, product development, product marketing, presentations, demonstrations, commercial licensing, and resale, provided such use complies with applicable law. This license survives termination and applies to all uses consistent with this agreement, including for Service operation, recordkeeping, legal compliance, and future business models or service categories.

Candidate acknowledges and agrees that they are not entitled to any royalties, payments, revenue sharing, attribution, or approvals arising from Vibe Check's permitted use of any data, Evaluation Data, resume data, derivative works, or any commercial products or services developed using data provided under this Agreement. The royalty-free nature of this license means Candidate waives any right to compensation for downstream commercial use of their anonymized or aggregated data, including resume content, professional background information, and behavioral signals.

f. Prohibited Inputs

Candidate will not submit or upload: (a) confidential or proprietary employer code or data; (b) code subject to third-party licensing or confidentiality restrictions that would conflict with these Terms; (c) any content that infringes or misappropriates third-party rights; or (d) code or materials owned by a current or former employer, even if Candidate authored them personally.

g. Decertification and Suspension

Decertification, suspension, and appeals are governed by Section 13.

5. Company Terms (Use Limits, Responsibilities, Hiring Decisions)

a. Acknowledgements

Company acknowledges that Evaluations and Certifications are informational in nature and do not guarantee Candidate performance or employment outcomes. Hiring decisions, background checks, compensation, and compliance obligations remain solely with Company.

b. Permitted Use

Company may use Evaluation Data solely for the legitimate purpose of evaluating the Candidate for a job opportunity with Company. Company will not use Evaluation Data for other purposes, including competitive benchmarking, training machine learning models (including fine-tuning or derivative model development), publication, developing testing frameworks, or building derivative testing products. Company will not use Evaluation Data or derived insights to train machine learning models, develop competing assessment tools, or for competitive intelligence purposes. The Company may not use or submit Evaluation Data, including Candidate code or performance logs, for training internal or external machine learning models, whether directly related to that Candidate's evaluation or not, except for the sole purpose of evaluating that specific Candidate for a specific job opening.

b1. Prohibition on Individual Data Access and Queries

Companies are prohibited from accessing candidate data via name-based lookups, API queries by individual identifier, or any other mechanism designed to retrieve data about specific named individuals outside of the context of a Vibe Check-initiated introduction or recruiting process. Vibe Check does not provide access to individual candidate profiles or evaluation data except in connection with specific recruiting engagements facilitated by Vibe Check.

c. Confidentiality of Evaluation Data and Test Materials

Company will keep Evaluation Data and non-public Test Materials confidential and will not disclose or redistribute them outside of Company's internal hiring team except with Candidate's consent and Vibe Check's prior written authorization.

d. Nonsolicitation/Anti-Circumvention; Affiliates

If Vibe Check makes an Introduction of a Candidate to Company, and Company or any of its parents, subsidiaries, or affiliates hires that Candidate within twenty-four (24) months of the Introduction (even if the engagement occurs off-platform), Company will owe Vibe Check the applicable placement fee under Section 7. For clarity, "affiliate" means any entity directly or indirectly controlling, controlled by, or under common control with Company. The Company must notify Vibe Check of any Successful Hire within 10 business days. A Successful Hire may be confirmed by written attestation, completion of a dashboard workflow, or by verification through Vibe Check's own review of publicly available information.

e. No Representations

Company understands that Vibe Check does not provide professional references and does not independently verify all Candidate claims. Company is solely responsible for conducting independent diligence.

f. Audit Rights

Vibe Check may exercise its audit right once per calendar year or with respect to any announced or suspected Hire.

6. Use of AI and Logging During Evaluation (All Users)

a. AI and Automation

The Services use AI and other automated tools to analyze code and interactions. These tools may assist in scoring and evaluating performance.

b. Logging and Review

For evaluation, security, and integrity purposes, Vibe Check may log AI prompts and responses, keystrokes limited to the IDE/editor environment used in an assessment where technically enabled, timestamps, and system metadata related to the evaluation session, and such logs may be reviewed by humans. Vibe Check does not log or collect data from Users' devices outside of interactions occurring within the Platform's coding or assessment environments (e.g., IDE/editor or platform interface).

c. Transparency Requirements

Where an assessment requires disclosure of AI assistance, the Candidate must accurately report any AI use connected with a submission.

d. Consequences

Cheating, evasion, or undisclosed AI use may result in invalidation of results, de-certification, or account suspension/termination. Undisclosed use of unauthorized AI or tools may result in revocation of certification, including retroactively for assessments previously completed.

e. Third-Party Services

Third-Party Services process data on Vibe Check's behalf. To the extent required, certain Third-Party terms may apply on a pass-through basis; Vibe Check remains responsible for the Services it provides as the service provider. A current list of key service providers is available on request by emailing legal@vibecheck.cv.

7. Fees and Payment (Companies Only)

a. Fees

For each Successful Hire, Company will pay Vibe Check a placement fee equal to twenty percent (20%) of the Candidate's first-year base salary as stated in the signed employment agreement (the "First-Year Base Salary"). "First-Year Base Salary" means the annualized fixed base wage and excludes bonuses, commissions, overtime, equity, fringe benefits, relocation, or other non-base compensation. Placement fees are calculated based solely on base salary, excluding equity, bonuses, commissions, or non-cash compensation. If a separate signed Enterprise Agreement between Vibe Check and Company specifies different fee terms, the Enterprise Agreement will control for the covered scope.

b. Trigger for Payment

The fee is earned and payable upon execution of the signed employment agreement between Company and Candidate constituting a Successful Hire. Contractors, interns, or third-party agency engagements are excluded and require a separate agreement available upon request.

c. Invoice and Payment Terms

Vibe Check will invoice upon confirmation of a Successful Hire, and payment is due within fifteen (15) days of invoice, unless otherwise specified in the Enterprise Agreement. Fees are exclusive of taxes; Company is responsible for all applicable sales, use, VAT/GST, and similar taxes (excluding taxes on Vibe Check's net income).

d. Late Payments

Any overdue amounts will accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less, from the due date until paid, plus reasonable costs of collection. Vibe Check may suspend Services for non-payment.

e. No Refunds/No Replacements

All fees are non-refundable, and Vibe Check does not offer replacement guarantees regardless of tenure or performance.

f. Anti-Circumvention Window

If Company hires a Candidate within twenty-four (24) months after an Introduction (even outside the platform), the fee in Section 7.a is owed. This obligation applies to Company and its parents, subsidiaries, and affiliates. If Company fails to notify Vibe Check of a Hire when due, the 24-month period will be tolled during any period of concealment and resumes upon written notice to Vibe Check.

g. Audit/Verification

Upon reasonable request, Company will cooperate in good faith and provide documentation reasonably necessary to verify a Successful Hire and the First-Year Base Salary, such as a redacted offer letter or compensation confirmation.

8. Intellectual Property and Proprietary Rights

a. Vibe Check IP

As between the parties, Vibe Check owns all right, title, and interest in and to the Services, Test Materials, evaluation frameworks, scoring methodologies, prompts, datasets, code repositories for tests, and all related intellectual property. Except as expressly permitted for an assessment, Users will not copy, publish, distribute, reverse engineer, decompile, disassemble, modify, or create derivative works of the Test Materials or any non-public aspect of the Services.

b. Candidate IP

As between the parties, Candidate retains ownership of code and content Candidate authored and had rights to submit. Candidate will not submit proprietary or confidential third-party code or data without permission. Candidate grants the limited license in Section 4.e to Vibe Check.

c. Company IP

As between the parties, Company retains ownership of Company-provided job descriptions, specifications, and materials. Company grants Vibe Check a limited, non-exclusive, worldwide, royalty-free license to use, host, store, reproduce, and display such materials solely to provide the Services to Company.

d. No Implied Licenses

Except for the limited licenses expressly set forth in these Terms, no licenses or rights are granted by implication, estoppel, or otherwise.

e. Derivative Works

Any derivative works, tools, or insights developed by Vibe Check based on feedback, de-identified candidate performance, or aggregated data are the sole property of Vibe Check.

9. Data, Privacy, and Security

a. Categories of Data

Vibe Check may collect: (a) identification and contact information (e.g., name, email, phone), professional profiles (e.g., LinkedIn/GitHub/portfolio), account credentials, and usage logs; (b) code submissions, Evaluation Data, AI interaction logs, resume content, professional summaries, job history, employment background information, and other career-related information submitted or inferred from Candidate materials; (c) written communications, chat inputs, user explanations, survey responses, optional feedback, and any other data submitted via the Platform; (d) interaction metadata, behavioral timing data, clickstream data, interface interactions, timestamps, usage patterns, and other derivative data generated from user engagement with the Platform; and (e) Company data (e.g., job roles, hiring preferences, and internal notes).

b. Purposes of Processing

Vibe Check processes data to provide and improve the Services, perform evaluations, maintain Certifications, facilitate Introductions, prevent fraud/cheating, ensure security and monitoring, perform analytics, and comply with legal obligations.

c. Sharing

Vibe Check may share: (a) Candidate Certification status and relevant Evaluation Data with Companies for hiring purposes; (b) data with service providers and Third-Party Services under agreements requiring confidentiality and appropriate security; (c) data as legally required or in connection with business transfers (e.g., merger, acquisition); and (d) de-identified/anonymized data for analytics and Service improvement. Vibe Check does not sell personal data in the consumer privacy law sense as defined under applicable U.S. regulations, including the California Consumer Privacy Act (CCPA/CPRA), and does not share personal data for cross-contextual behavioral advertising. However, Vibe Check may use, license, or commercialize anonymized, pseudonymized, or aggregated behavioral and assessment data as described in Section 9.i (Data Commercialization and Transfer) and Section 9.j (Future Uses), which does not constitute a "sale" of personal information under CCPA/CPRA.

d. Retention

Vibe Check retains data for as long as necessary for the purposes described above, including to maintain Certification history and for legitimate business, security, and legal purposes, subject to applicable law. Vibe Check may retain certification and evaluation records as necessary to defend against legal claims or for internal audit.

e. Cross-Border Transfers

Data may be processed in the United States and other jurisdictions. Personal data is hosted in the United States. Where required for transfers from the EU/EEA, UK, or other regions with transfer restrictions, Vibe Check will implement appropriate transfer mechanisms (e.g., EU Standard Contractual Clauses and UK IDTA/addendum).

f. Data Subject Rights

Subject to applicable law, individuals may have rights to access, correct, delete, or object to processing of personal data. Requests may be submitted to legal@vibecheck.cv and will be handled in accordance with applicable laws. Vibe Check will respond to verifiable data subject access or deletion requests within thirty (30) days of receipt. Vibe Check may retain certain information as required by law or where deletion would compromise audit trails, security, or legal claims; where appropriate, Vibe Check may de-identify data in lieu of deletion.

f1. Candidate Data Rights (U.S. Only)

Candidates may request deletion of their identifiable account information by contacting legal@vibecheck.cv. However, submitted assessment responses are part of a time-specific evaluation and cannot be altered after submission. Vibe Check may de-identify data in lieu of deletion, and retain such de-identified records indefinitely for lawful business purposes, including research, analytics, product development, and commercial use as described in these Terms. Vibe Check may retain evaluation data in anonymized or de-identified form even after account deletion, as permitted by law and consistent with these Terms. Once an assessment is submitted, the responses become immutable evaluation records and are not subject to editing or modification, though identifiable personal information may be removed upon request as described above.

g. Security

Vibe Check implements commercially reasonable technical and organizational measures designed to protect data; however, no method of transmission or storage is completely secure, and Vibe Check cannot guarantee absolute security. Users are responsible for maintaining the security of their accounts and devices.

h. Privacy Policy

Additional details about data practices are set forth in Vibe Check's Privacy Policy at https://www.vibecheck.com/privacy-policy, which is incorporated by reference into these Terms.

i. Data Commercialization and Transfer

Vibe Check may aggregate or anonymize candidate data and use or license such data for any lawful purpose, including commercial purposes. This may include licensing, sale, or transfer to third parties in connection with data products, analytics tools, or research datasets, whether or not these services currently exist. Behavioral and assessment data, resume data, professional background information, employment history, interaction metadata, and all other data types described in Section 9.a may be anonymized or pseudonymized and included in aggregate datasets. These datasets may be sold, licensed, or transferred to third parties. In the event of a merger, acquisition, or sale of assets, any buyer or successor entity will have the right to use the dataset (including resume data and professional background information) and related intellectual property in accordance with these Terms. Vibe Check does not sell personal data in the consumer privacy law sense (as defined under CCPA/CPRA), but may use anonymized or pseudonymized behavioral data, resume data, and professional information for commercial purposes as described in this section.

j. Future Uses

Vibe Check may use data collected through assessments, written responses, communications, resumes, professional experience summaries, employment history data, follow-up surveys, profile information, uploaded documents, interaction metadata, behavioral timing data, and other user interactions and user-provided or inferred materials, in anonymized or aggregated form, to support the development of future features, analytics, and products that extend beyond current offerings. These may include commercial offerings, research applications, behavioral analysis tools, workplace risk dashboards, internal research, prototypes, risk prediction tools, and new B2B offerings.

Vibe Check reserves the right to evolve, expand, or discontinue features of the Services and to use collected data (including resume data, employment history, and behavioral signals) in ways consistent with this agreement, including for new business models or service categories not yet offered.

10. Publicity and Marketing

a. Companies

Vibe Check may use Company names and logos to identify Company as a user of the Services on Vibe Check's websites and marketing materials, unless Company opts out by written notice to legal@vibecheck.cv.

b. Candidates

Vibe Check may disclose a Candidate's Certification status to Companies. Vibe Check may use Candidate testimonials or quotes with the Candidate's explicit consent. Candidates may opt out of public listings by contacting legal@vibecheck.cv. Users may opt-out of inclusion in marketing or publicity materials via their dashboard or by email.

c. Sharing of Certification Data

Vibe Check does not make Candidate certifications or evaluation results public or searchable—such data is shared only with participating Companies for recruiting purposes.

d. No Endorsement

Use of names or logos does not imply endorsement. Upon reasonable request, Vibe Check will correct or remove public references.

11. Acceptable Use and Platform Rules

a. Prohibited Activities

Users will not: (a) cheat, share answers, create multiple accounts, misrepresent identity, or attempt to bypass fees; (b) scrape, mine, or reverse engineer the Services or Test Materials; (c) upload malware or interfere with the operation of the Services; (d) use Evaluation Data or Test Materials to build competing products; (e) engage in harassment, abusive behavior, or discriminatory conduct on the platform; (f) impersonate another person or misrepresent their identity in any way while using the Platform; (g) access, collect, or use Platform data via bots, scripts, scrapers, or automated means, whether manual or electronic; (h) reverse engineer, decompile, circumvent, or attempt to discover the underlying source code or structure of any Platform component; (i) commercially exploit, sublicense, rent, or resell access to the Platform or its features without written permission; (j) upload or transmit malware, viruses, or any harmful code; or (k) misrepresent your relationship with any User or Company, or your affiliation with Vibe Check.

b. Professional Conduct

Users must maintain professional and respectful communication at all times. Harassment, discrimination, abusive conduct, or unprofessional behavior toward any user or Vibe Check staff is strictly prohibited and may result in suspension or termination of account or certification.

c. Automated Access and Rate Limits

Users will respect access controls, technical restrictions, and rate limits. Automated access (e.g., bots, crawlers) is prohibited without Vibe Check's prior written consent. Automated harvesting, crawling, scraping, or use of bots to access or collect information from the Platform is prohibited.

d. Vulnerability Reporting

Users should promptly report suspected security vulnerabilities to legal@vibecheck.cv and refrain from public disclosure until remediation is coordinated with Vibe Check.

12. Confidentiality

a. Definition

"Confidential Information" means non-public information disclosed by Vibe Check, a Candidate, or a Company that is marked or reasonably understood as confidential, including Evaluation Data (as to the Candidate), non-public Test Materials, product plans, technical information, and business information. Evaluation Data of a Candidate is the Candidate's Confidential Information; non-public Test Materials and Services information are Vibe Check's Confidential Information; Company-provided job requirements and non-public hiring notes are Company's Confidential Information.

b. Obligations

The recipient will protect Confidential Information using at least the same degree of care it uses to protect its own similar information (and no less than reasonable care), use it only for the permitted purposes under these Terms, limit access to those with a need to know who are bound by confidentiality obligations, and upon request return or destroy it, subject to legal or archival retention requirements.

c. Exceptions

Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the recipient; (b) is independently developed by the recipient without use of the disclosing party's Confidential Information; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is required to be disclosed by law or legal process, provided the recipient gives prompt notice (where lawful) and cooperates in seeking protective treatment.

d. Backup Retention

Deleted content may remain in backup archives for a limited time and will be purged according to standard retention schedules.

13. De-Certification, Suspension, and Termination

a. Vibe Check Rights

Vibe Check may revoke or downgrade a Certification or remove Evaluation Data where there is evidence of misrepresentation, cheating, falsified claims, abusive behavior, or other violations of submission ethics or these Terms. Vibe Check may suspend or terminate accounts for violations of these Terms, non-payment (as to Companies), or legal/compliance reasons.

b. Notice and Process

Vibe Check will provide notice of suspension, termination, or de-certification to the email on file, which may include a brief statement of reasons. Where feasible and at Vibe Check's discretion, Users may appeal within fourteen (14) days of notice by contacting legal@vibecheck.cv. All appeal decisions are final and not subject to further review.

c. Effect of Termination

Upon termination, access to the Services ceases. Sections that by their nature should survive (including payment obligations, confidentiality, licenses to Evaluation Data already shared with Companies, intellectual property, disclaimers, limitations of liability, dispute resolution, and governing law) will survive.

14. Disclaimers

a. No Warranty

The Services, Evaluations, and Certifications are provided "as is" and "as available" without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Vibe Check does not warrant that evaluations are error-free or that results will meet any particular expectations.

b. No Outcomes Guaranteed

Vibe Check does not guarantee hiring outcomes, job performance, candidate actions, company decisions, compensation agreements, or workplace conditions.

c. Third-Party Services

Third-Party Services are provided by third parties and may be subject to change without notice. Vibe Check disclaims responsibility for availability, accuracy, or results from Third-Party Services.

d. No Professional Advice

Information provided through the Services is not legal, HR, or professional advice. Users should conduct independent assessments and diligence.

e. AI Tool Reliability

AI-generated results, assessments, or recommendations are provided "as-is" and may be subject to error or bias.

15. Indemnification

You agree to indemnify, defend, and hold harmless Vibe Check and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from or related to (a) your use of the Services, (b) your violation of these Terms, (c) your violation of applicable law, or (d) any content or materials you submit to the Platform.

16. Limitation of Liability

a. Excluded Damages

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or data, even if advised of the possibility of such damages.

b. Liability Caps

For Companies, Vibe Check's aggregate liability for claims arising out of or relating to the Services giving rise to the claim will not exceed the fees paid by Company to Vibe Check for those Services in the twelve (12) months preceding the event giving rise to the claim. For Candidates (who pay no fees), Vibe Check's aggregate liability will not exceed one hundred dollars (US $100).

c. Carve-Outs

The limitations in this Section 16 do not apply to liability for willful misconduct or to the extent such limitations are prohibited by applicable law. These limitations of liability do not apply in the event of gross negligence, willful misconduct, or data breaches subject to applicable law.

d. Scope

The limitations in this Section apply to all causes of action, whether in contract, tort (including negligence), strict liability, or otherwise, and regardless of the failure of essential purpose of any remedy.

17. Dispute Resolution; Arbitration; Class-Action and Jury Waivers

a. User Dispute Mediation

Vibe Check may, at its discretion, facilitate communications or attempt to mediate disputes between users. However, Vibe Check has no obligation to intervene in, adjudicate, or resolve any disputes regarding hiring, compensation, code of conduct, or job performance.

b. Good-Faith Negotiation

Before initiating arbitration, the parties will attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a "Dispute") by negotiation for thirty (30) days after written notice of the Dispute.

c. Binding Arbitration

If the parties do not resolve the Dispute within thirty (30) days, the Dispute will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with the AAA Commercial Arbitration Rules if the Dispute involves a Company, or the AAA Consumer Arbitration Rules if the Dispute involves a Candidate acting in an individual capacity. The arbitration will be conducted in English by a single arbitrator in New York County, New York, except that, for consumer matters, hearings may be conducted by video conference or on documents as permitted by the applicable rules. If the dispute qualifies as a consumer arbitration under AAA rules, Vibe Check will comply with all required notice and fee-sharing procedures under those rules.

d. Class and Representative Action Waiver

The parties agree that arbitration will be conducted only on an individual basis and not in a class, consolidated, collective, or representative action. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If the class action waiver in this section is found unenforceable with respect to any claim, the mandatory arbitration provision will not apply to that claim.

e. Small Claims and Injunctive Relief Carve-Outs

Either party may bring an individual claim in small claims court of competent jurisdiction. Either party may seek temporary or injunctive relief in court to protect intellectual property rights or prevent unauthorized use or disclosure of Test Materials or Evaluation Data.

f. Fees and Costs

Allocation of arbitration fees and costs will be as provided by the applicable AAA rules; the arbitrator may award fees and costs as permitted by law or the rules.

g. Jury Trial Waiver

To the extent any Dispute proceeds in court rather than arbitration, the parties waive the right to a jury trial.

h. Severability

If any portion of this Section 17 is found unenforceable, it will be severed to the minimum extent necessary, and the remainder will remain in effect.

18. Governing Law and Venue

These Terms are governed by the laws of the State of New York, without regard to its conflict of laws principles. For any claim that is not subject to arbitration or for court actions to compel arbitration or seek injunctive relief, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New York County, New York.

19. Export Controls and Sanctions; Restricted Jurisdictions

Users represent that they are not on any U.S., EU, UK, or other applicable government's denied/restricted party lists and are not located in or ordinarily resident in embargoed or sanctioned countries. Users will not export, re-export, or transfer the Services in violation of export control or sanctions laws. Vibe Check may screen Users and suspend or terminate access to comply with applicable sanctions and export control laws. Vibe Check may use automated means to restrict access to the Platform for users in embargoed or sanctioned locations or on denied party lists.

20. Changes to the Services and to These Terms

Vibe Check may modify or discontinue features of the Services at any time. Vibe Check may update these Terms as described in the Preamble. Material changes will be notified by email and/or in-product notice with an Effective Date. Continued use after the Effective Date constitutes acceptance. If a User objects to updated Terms, the User must stop using the Services; Companies remain liable for any fees accrued prior to termination.

Vibe Check reserves the right to evolve, expand, or discontinue features of the Services and to use collected data in ways consistent with this agreement, including for new business models or service categories not yet offered. This reservation of rights permits Vibe Check to adapt to changing market conditions, develop new products and services, and explore additional use cases for data collected through the Services, all in accordance with the licenses and permissions granted in these Terms.

21. Third-Party Services and Links

The Services may integrate with or link to Third-Party Services and websites. Users' use of Third-Party Services may be subject to separate terms and privacy policies between Users and such third parties. Vibe Check is not responsible for Third-Party Services or sites; use is at Users' own risk.

22. Copyright/DMCA Policy

Vibe Check respects intellectual property rights and will respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (DMCA). Vibe Check may terminate accounts of repeat infringers in appropriate circumstances.

a. DMCA Notices

If you believe your copyrighted work has been used in a way that constitutes infringement, please send a written notice to Vibe Check's DMCA Agent at: Vibe Check Code LLC, Attn: Legal, 418 Broadway STE N, Albany, NY 12207, legal@vibecheck.cv. Your notice must include: (a) a physical or electronic signature of the copyright owner or authorized agent; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material claimed to be infringing and information reasonably sufficient to permit Vibe Check to locate the material; (d) your contact information; (e) a statement that you have a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

b. Counter-Notices

If you believe that your content was removed or disabled by mistake or misidentification, you may send a counter-notice to the DMCA Agent containing: (a) your physical or electronic signature; (b) identification of the material that has been removed or disabled and the location where it appeared before removal or disabling; (c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; (d) your name, address, and telephone number; and (e) a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located (or New York County, New York if your address is outside the U.S.) and that you will accept service of process from the person who provided the original DMCA notice or their agent.

23. Notices

a. To Users

Vibe Check may provide notices to Users by email to the address on file, in-product messages, or postings within the Services. Notices are deemed given when sent or posted.

b. To Vibe Check

Users must send legal notices to: Vibe Check Code LLC, Attn: Legal, 418 Broadway STE N, Albany, NY 12207, and via email to legal@vibecheck.cv. Notices are deemed given upon receipt.

c. Operational Notices

Day-to-day operational communications may be conducted by email or in-product messages.

24. Assignment; Change of Control

Vibe Check may assign or transfer these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, without consent. In the event of such assignment or transfer, all data, licenses, and associated rights under this agreement (including all candidate data, evaluation data, and intellectual property rights granted to Vibe Check) may be transferred to the successor entity, and the successor entity will have the right to use and process such data in accordance with these Terms. Users may not assign these Terms without Vibe Check's prior written consent; provided, however, that a Company may assign these Terms without consent to a successor in interest in a merger, acquisition, or sale of substantially all of its assets, with written notice to Vibe Check.

25. Miscellaneous

a. Entire Agreement; Order of Precedence

These Terms, together with the Privacy Policy and any applicable order form, statement of work, or Enterprise Agreement between Vibe Check and a Company, constitute the entire agreement between the parties regarding the Services. In the event of conflict, the following order of precedence applies for the applicable scope: (1) Enterprise Agreement or order form/SOW, (2) these Terms, and (3) the Privacy Policy. Users are responsible for retaining a copy of the version of these Terms in effect at the time of their acceptance and acknowledge that they are bound by the Terms as updated from time to time in accordance with Section 20.

b. Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

c. Waiver

No waiver of any provision will be effective unless in writing and signed by the waiving party. A waiver of a breach is not a waiver of any other breach.

d. Force Majeure

Vibe Check will not be liable for failure or delay in performance due to events beyond its reasonable control, including acts of God, natural disasters, terrorism, labor disputes, government actions, or internet failures.

e. Headings; No Third-Party Beneficiaries

Headings are for convenience only and do not affect interpretation. There are no third-party beneficiaries of these Terms except as expressly stated.

Appendix: Implementation Details and Drafting Notes for the Lawyer

Preamble/acceptance: Implement clear clickwrap acceptance on sign-up for all Users and require explicit acceptance by Companies before viewing any Evaluation Data. Log acceptance timestamps, IP addresses, and versions of the Terms accepted.
Fees: Define "First-Year Base Salary" as the annualized fixed base wage excluding bonuses, commissions, overtime, equity, benefits, and relocation. Implement a mechanism to trigger and send invoices upon confirmation of a signed employment agreement (e.g., via Company attestation, workflow event, and/or Candidate confirmation). Include audit language allowing Vibe Check to verify Hire and base salary; do not include OTE or equity in the fee under current instruction.
Anti-circumvention: Explicitly include Company affiliates in the fee trigger. Define "Introduction" (profile sharing, referral, interview scheduling, or providing contact details). Include tolling if Company withholds notice of Hire.
Candidate AI use: Include prompts within assessments requiring disclosure of AI assistance where relevant. Add a standardized flag in Evaluation Data indicating "AI-assisted" versus "human-only."
Privacy: Link to a robust Privacy Policy; include SCCs/UK IDTA modules for EU/UK candidates. Define data subject request workflow and timelines. State "no sale" and "limited sharing" under applicable U.S. state privacy regimes. Provide an opt-out mechanism for marketing use of names/logos/certification status.
Security: State reasonable safeguards without committing to specific controls unless already implemented and audited.
Liability: Maintain separate liability caps for Candidates and Companies. Consider indemnities if desired (e.g., Company indemnity for misuse of Evaluation Data/Test Materials; Candidate indemnity for third-party IP infringement arising from submitted code).
Arbitration: Use AAA. Apply Commercial Rules for Company disputes and Consumer Rules for individual Candidates. Seat/venue: New York County, NY. Allow remote hearings for consumer matters where permitted.
DMCA: Appoint and register a DMCA agent with the U.S. Copyright Office. Populate the DMCA Agent Contact details above.
Publicity: Implement an easy opt-out via a dedicated email alias. Obtain explicit written consent before using Candidate testimonials.
Export/sanctions: Maintain a sanctions screening process; block embargoed jurisdictions and denied parties at sign-up and periodically thereafter.
Contractor/intern hires: Use separate terms for contractor, intern, or third-party agency engagements. Provide such terms to Companies on request.