Updated November 5th, 2023

Thanks for using the Lazul.ai services (including its website, and mobile and web-based applications, and any other tools, products, or services provided by Lazul that link to or reference these Terms) (collectively, the “Services”). The Services are provided by Lazul Software, Inc. (“Lazul”, “we,” “our,” or “us”), located at 30 N. 23rd St., Philadelphia, PA 19103, U.S.A.

By using our Services, you are agreeing to these Terms of Service (“Terms”). Please read them carefully.
Our Services are very diverse, so sometimes additional terms or product requirements (including age
requirements) may apply. If additional terms or conditions are available with or applicable to the
relevant Services, then those additional terms become part of your agreement with us if you use those
Services. By accessing or using the Services, you intend and agree to be legally bound by these Terms.
You may wish to print or save a local copy of the Terms for your records.

The purpose of these Terms is to make alpha, beta, and other pre-release versions of Lazul’s application
and related materials and information (collectively, the “Pre-Release Technology”) available to you from
time to time for the purpose of your providing Lazul with feedback on the quality, usability, and
performance of the Pre-Release Technology (collectively, the “Test Program”). You understand that
agreeing to these Terms does not obligate Lazul to provide you with any Pre-Release Technology, and
Lazul reserves the right to revoke your participation in the Test Program at any time. Lazul is not
obligated to provide you any technical or other support for the Pre-Release Technology. You further
agree that Lazul has no express or implied obligation to make available a commercial version of the Pre-
Release Technology to anyone in the future. Should a commercial version be made available, it may
have functionality or features that are different from the Pre-Release Software, and may be subject to
additional fees

YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS OF SERVICE LIMIT OUR LIABILITY AND THAT YOU
ARE RELEASING US FROM VARIOUS CLAIMS IN SECTION [ 7 AND 8 ] BELOW. THESE TERMS ALSO
CONTAIN A BINDING ARBITRATION PROVISION IN SECTION [ 13 ] THAT AFFECT YOUR RIGHTS UNDER
THESE TERMS WITH RESPECT TO THE SERVICES.

​

1.     Using our Services

Don’t misuse our Services. For example, don’t interfere with our Services, try to access them using a
method other than the interface and the instructions that we provide, or extensively or automatically
copy any content from the Services (in other words, no scraping). You may use our Services only as
permitted by law, including applicable export and re-export control laws and regulations. We may
suspend or stop providing our Services to you if you do not comply with our terms or policies, if we are
investigating suspected misconduct, or for any other reason.
Using our Services does not give you ownership of any intellectual property rights in our Services or the
content you access through them (“Content”). You may not use Content, except as permitted in these

Terms, by its owner, or as otherwise permitted by law. These Terms do not grant you the right to use
any branding or logos used in our Services, including the Lazul name and logo. Don’t remove, obscure, or
alter any legal notices displayed in or along with our Services.

In connection with your use of the Services, we may send you service announcements, administrative
messages, and other information. You may opt out of our marketing emails by clicking on the
“unsubscribe” link in marketing e-mails. Please be aware that there may be a brief period before we are
able to process your opt-out.

Some of our Services are available on mobile devices, which may cause you to incur data charges with
your wireless provider. Please be aware that we have no control over these charges, and if you do not
wish to be charged, you should stop using the mobile features (as applicable).

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2.     Your Lazul Account

You may need an account in order to use the Services. If you create your own account, you agree that all
registration information you give us will be accurate and current. If your account has been assigned to
you by an administrator, such as your employer or educational institution, different or additional terms
may apply and your administrator may be able to access or disable your account. You will timely notify
us of any changes to any of the foregoing information. You are responsible for controlling access to any
PCs, mobile devices, or other end points that you allow to store your Services password, or on which you
enable a "Remember Me"; or similar functionality ("Activated Device"). Accordingly, you agree that you

will be solely responsible for all activities that occur under your Services accounts, including the
activities of any individual with whom you share your Services account or an Activated Device.
To protect your account, keep your password confidential. You are responsible for the activity that
happens on or through your account. If you learn of any unauthorized use of your password, please
contact us at hello@lazul.ai.

3.      Consent to the Use of Artificial Intelligence Models

Our Services are powered by Artificial Intelligence models. Employers who use the services may use data,
advice, or other outputs from the Services to support their process in making employment decisions. By using
the Services you are acknowledging that you are aware the Services are powered by Artificial Intelligence
models and that data, feedback, or other outputs from the Services may be used in the context of
employment decisions.

4.      Privacy and Feedback

Our privacy policy explains how we treat your personal information and protect your privacy
when you use our Services. By using our Services, you agree that we can collect, use, and share data
from you as described in our privacy policy. We are not responsible for any information or Content that
you share with others via your use of the Services. You assume all privacy, security, and other risks
associated with providing any information, including personally identifiable information, to other users
of the Service.

If you submit feedback or suggestions about our Services, you agree that we may use your feedback or
suggestions without obligation to you.

​

5.      About Software in our Services

You may be required to download software (such as a mobile or desktop app) to use the Services or
certain features of the Services, and the Services may enable you to access software running on our (or
our vendors’) servers (collectively, “Software”). You agree that we retain the ownership of all rights,
title, and interest in and to the Software. Certain Software may update automatically on your device
once a new version or feature is available, and you consent to such automatic updating.
Lazul gives you a personal, worldwide, royalty-free, non-assignable, and non-exclusive license to use the
Software to access the Services. This license is for the sole purpose of enabling you to use and enjoy the
benefit of the Services as provided by us, in the manner permitted by these Terms. You may not copy,
modify, distribute, sell, or lease any part of our Services or Software, nor may you reverse engineer or
attempt to extract the source code of the Services or Software, unless laws prohibit those restrictions or
you have our written permission.

There may be software programs contained within certain Software that have been licensed to us by
third parties. The term "Software" as used herein shall refer to this third-party software except where
the term “Software” is used in the context of our ownership. The same terms and conditions, including
all limitations and restrictions, set forth in these Terms apply to each third-party software program
contained in the Software. You acknowledge and agree that any third-party components are owned by
their applicable licensors. We do not make any representations or warranties about the operation or
availability of such third-party software. Neither we, nor our licensors, shall be liable for any
unavailability or removal of such third-party software. We are not responsible for any communications
to or from such licensors, or for the collection or use of information by such licensors. You consent to
the communications enabled and/or performed by such third-party software, including automatic
updating of the third-party software without further notice. You agree that such third-party software
licensors are intended third-party beneficiaries under these Terms.

6.      Modifying and Terminating our Services

We are constantly changing and improving our Services. We may add or remove functionalities or
features, and we may suspend or stop a Service altogether, at any time, without any notice or liability.
You can stop using our Services at any time, although we’ll be sorry to see you go. We may also stop
providing Services to you, or add or create new limits to our Services, at any time.
Sections 6 – 13 will survive termination or expiration of these Terms indefinitely.

​

7.      No Warranties; Disclaimers

You acknowledge and agree that both the Pre-Release Technology and the Services are currently
unfinished and may contain defects, and you may experience errors, malfunctions, and/or interruptions
of service, corruption, or loss of data or information. ACCORDINGLY, YOU AGREE THAT YOUR USE OF
THE PRE-RELEASE TECHNOLOGY AND THE SERVICES IS AT YOUR SOLE RISK, AND THE PRE-RELEASE
TECHNOLOGY AND THE SERVICES ARE PROVIDED “AS IS” AND “WITH ALL DEFECTS,” AND LAZUL HEREBY
DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES (EXPRESS OR IMPLIED) CONCERNING
THE PRE-RELEASE TECHNOLOGY, THE SERVICES, AND THE TEST PROGRAM, INCLUDING, WITHOUT
LIMITATION, ALL SOFTWARE, SERVICES, AND TOOLS ON OR PROVIDED IN CONNECTION WITH THE PRE-
RELEASE TECHNOLOGY, THE SERVICES, AND THE TEST PROGRAM, AND SPECIFICALLY INCLUDING ANY
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-
INFRINGEMENT, SECURITY, ACCURACY OR COMPLETENESS, FREEDOM FROM VIRUSES OR OTHER
HARMFUL CODE, COMPLIANCE WITH LAWS, RULES, OR REGULATIONS, FREEDOM FROM BIAS, OR
UNINTERRUPTED OR ERROR-FREE OPERATION. IN ADDITION, LAZUL SHALL NOT BE LIABLE FOR ANY
DAMAGES IN CONNECTION WITH THE DEVELOPMENT OR USE OF THE TEST PROGRAM, PRE-RELEASE
TECHNOLOGY, THE SERVICES, OR ANY OUTAGES, ERRORS, OR DEFECTS THEREIN, INCLUDING, WITHOUT
LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES,
OR ANY DAMAGES FOR LOST SALES, PROFITS, BUSINESS, OPPORTUNITIES, OR DATA, WHETHER OR NOT
LAZUL HAS BEEN ADVISED OF OR HAS REASON TO KNOW ABOUT THE POSSIBILITY OF ANY SUCH
DAMAGES. IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, LAZUL IS HELD TO BE LIABLE
FOR DAMAGES OR OTHER RELIEF, YOU AGREE THAT LAZUL’S AGGREGATE LIABILITY ARISING FROM OR
RELATING TO THIS AGREEMENT AND YOUR USE OF THE TEST PROGRAM, PRE-RELEASE TECHNOLOGY IS
LIMITED TO DIRECT DAMAGES, AND WILL NOT EXCEED FIFTY U.S. DOLLARS ($50). THE FOREGOING
LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT
PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES.

YOU AND YOUR HEIRS, SUCCESSORS, AND ASSIGNS HEREBY FOREVER IRREVOCABLY RELEASE,
DISCHARGE, AND HOLD HARMLESS US, OUR AFFILIATES, AND OUR AND THEIR SUCCESSORS AND
ASSIGNS, AND OUR AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY,
“RELEASED PARTIES”) FROM, AND AGREE NOT TO SUE ANY RELEASED PARTY FOR, ANY LIABILITIES,
CLAIMS, OBLIGATIONS, SUITS, ACTIONS, DEMANDS, EXPENSES, AND DAMAGES WHATSOEVER
(COLLECTIVELY, “LIABILITIES”) THAT YOU MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING
NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION
WITH YOUR OR A THIRD PARTY’S CONDUCT RELATED TO USE OF THE SERVICES. YOU UNDERSTAND AND
ACKNOWLEDGE THAT THE FOREGOING SENTENCE RELEASES AND DISCHARGES ALL LIABILITIES,
WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO YOU, AND YOU WAIVE YOUR RIGHTS UNDER
CALIFORNIA CIVIL CODE SECTION 1542. YOU UNDERSTAND THE MEANING OF CALIFORNIA CIVIL CODE
SECTION 1542, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT
THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” BY
AGREEING TO THESE TERMS AND THIS WAIVER, YOU ASSUME ALL RISK ARISING FROM YET UNKNOWN
CLAIMS.

​

8.      Liability for our Services

TO THE EXTENT NOT PROHIBITED BY LAW, LAZUL (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND
AGENTS) AND OUR LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE
RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL,
CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT NOT PROHIBITED BY LAW, THE TOTAL LIABILITY OF LAZUL (AND ITS OFFICERS,
DIRECTORS, EMPLOYEES, AND AGENTS) AND OUR LICENSORS, SUPPLIERS, ADVERTISERS, AND
DISTRIBUTORS, FOR ANY AND ALL CLAIMS UNDER THESE TERMS OR RELATING TO YOUR USE OF THE
SERVICES, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO
USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLY YOU THE SERVICES AGAIN).

IN ALL CASES RELATING TO PROVIDING YOU THE SERVICES, LAZUL (AND ITS OFFICERS, DIRECTORS,
EMPLOYEES, AND AGENTS) AND ITS LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL
NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE OR THAT IS DUE TO
EVENTS OUTSIDE OF OUR REASONABLE CONTROL, SUCH AS WARS, CRIMINAL ACTIVITIES, STORMS,
DELAYS (INCLUDING, BUT NOT LIMITED TO, DELAYS SHIPPING THE PRODUCTS, OR FAILURES OR DELAYS
OF COMMON CARRIERS), PUBLIC HEALTH EMERGENCY, NATURAL DISASTERS, ACTS OF GOVERNMENT,
SUPPLY INTERRUPTIONS, OR TELECOMMUNICATION OR INTERNET FAILURES.

9.      Confidentiality

You agree that all non-public information concerning the Pre-Release Technology, the results of any
testing, and your experience as a participant in development and testing (including any defects, errors,
or malfunctions experienced) are the confidential and proprietary information of Lazul. You will only
use such information for the Test Program, and will not disclose it to any third party except as may be
required by law, provided that you give Lazul prior written notice of such disclosure and cooperate with
Lazul, at Lazul reasonable request and expense, in any lawful action to contest or limit the scope of such
required disclosure. At the time of termination, you agree to return all such information to Lazul or
destroy it (if directed by Lazul). During and after the term of this Agreement, you shall not make
disparaging statements about Lazul or the Pre-Release Technology.

​

10.      Business/Employer Uses of our Services

If you are using our Services on behalf of a business or employer, you are accepting these Terms on their
behalf, and that business or employer agrees to be bound by these Terms.

​

11.      Indemnification

You hereby agree to indemnify, defend, and hold harmless Lazul, its affiliated companies, and its and
their predecessors, successors, and assigns, and its and their respective directors, officers, employees,
agents, representatives, partners, and contractors from and against all claims, losses, expenses,
damages and costs (including, but not limited to, reasonable attorneys' fees), resulting from or arising
out of your actual or alleged breach of these Terms, any Content you provide through the Services, or
your use or misuse of the Services. However, you will not be responsible for claims, damages, and costs
which are found by a court of competent jurisdiction to have arisen solely from our violation of
applicable law.

12.      About these Terms

We may modify these Terms or any additional terms that apply to a Service for any reason, for example,
to reflect changes to the law or changes to our Services. You should look at the Terms regularly and the
“Last Updated” date at the beginning of these Terms. We’ll use reasonable efforts to give you notice of
these modifications, such as posting notice of modifications to these Terms on this web page, through
the Services, or via email. By continuing to use the Services after we make these modifications, you
agree that you will be subject to the modified Terms. If you do not agree to the modified terms for a
Service, you should discontinue your use of that Service.

If there is a conflict between these Terms and any additional terms for a Service, the additional terms
will control for that conflict.

These Terms control the relationship between Lazul and you. They do not create any third-party
beneficiary rights. If you do not comply with these Terms, and we don’t take action right away, this
doesn’t mean that we are giving up any rights that we may have (such as taking action in the future). If
it turns out that a particular term is not enforceable, this will not affect any other terms.

The laws of the United States and the State of Delaware, excluding Delaware’s conflict of laws rules, will
apply to any disputes arising out of or relating to these terms or the Services.

You may not assign or delegate your rights or obligations relating to these terms or your account for the
Services without our prior written consent. We may assign these terms or assign or delegate any of our
rights or obligations at any time.

13.      Binding Arbitration

Without limiting your waiver and release in Section 7, you agree to the following:

a. Purpose. Any and all Disputes (as defined below) involving you and Lazul will be resolved through
individual arbitration. In arbitration, there is no judge or jury and there is less discovery and appellate
review than in court. This Section 13 (the "Arbitration Provision") shall be broadly interpreted.
Notwithstanding anything to the contrary in these Terms, this Section 13 does not apply to an action by
either party to enjoin the infringement or misuse of its intellectual property rights, including copyright,
trademark, patent or trade secret rights.

b. Definitions. The term "Dispute" means any claim or controversy related to the Services [ or the
Software ], including but not limited to any and all: (1) claims for relief and theories of liability, whether
based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that
arose before these Terms or any prior agreement; (3) claims that arise after the expiration or
termination of these Terms; and (4) claims that are currently the subject of purported class action
litigation in which you are not a member of a certified class. As used in this Arbitration Provision,
"Lazul" means Lazul Software, Inc. and any of its predecessors, successors, assigns, parents, subsidiaries
and affiliated companies and each of their respective officers, directors, employees and agents, and
“you” means you and any users or beneficiaries of your access to the Services or the Software .

c. Initiation of Arbitration Proceeding/Selection of Arbitrator. The party initiating the arbitration
proceeding may open a case with JAMS, formerly Judicial Arbitration and Mediation Services, Inc.,

(“JAMS”) by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). You
may deliver any required or desired notice to Lazul by mail to 30 N. 23rd St., Philadelphia, PA 19103.

d. Right to Sue in Small Claims Court. Notwithstanding anything in this Arbitration Provision to the
contrary, either you or Lazul may bring an individual action in a small claims court in the area where you
access the Services if the claim is not aggregated with the claim of any other person and if the amount in
controversy is properly within the jurisdiction of the small claims court.

e. Arbitration Procedures. This Arbitration Provision shall be governed by the Federal Arbitration Act.
Arbitrations shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and
Procedures] (the “JAMS Rules”) as modified by the version of this Arbitration Provision that is in effect
when you notify Lazul about your Dispute. You can obtain the JAMS Rules from the JAMS by visiting its
website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). If there is a conflict
between this Arbitration Provision and the rest of these Terms, this Arbitration Provision shall govern. If
there is a conflict between this Arbitration Provision and the JAMS rules, this Arbitration Provision shall
govern. If JAMS will not administer a proceeding under this Arbitration Provision as written, the parties
shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually
petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a
proceeding under this Arbitration Provision as written applying the JAMS Rules. A single arbitrator will
resolve the Dispute. Unless you and Lazul agree otherwise, any arbitration hearing will take place in
Philadelphia, PA. The arbitrator will honor claims of privilege recognized by law and will take reasonable
steps to protect customer account information and other confidential or proprietary information. The
arbitrator shall issue a reasoned written decision that explains the arbitrator’s essential findings and
conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only
if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully
satisfied shall not be entered in any court.

f. Waiver of Class Actions and Collective Relief. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY
CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON
BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE
GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS OR USERS, OR OTHER
PERSONS. 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 INDIVIDUAL
PARTY’S CLAIM. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND
MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

g. Arbitration Fees and Costs. If your claim seeks more than $75,000 in the aggregate, the payment of
the JAMS fees and costs will be governed by the JAMS Rules. If your claims seek less than $75,000 in the
aggregate, the payment of the JAMS fees and costs will be Lazul’s responsibility. However, if the
arbitrator finds that your Dispute was frivolous or brought for an improper purpose (as measured by the
standards set forth in Federal Rule of Civil Procedure 11(b)), the payment of the JAMS’s fees and costs
shall be governed by the JAMS Rules and you shall reimburse Lazul for all fees and costs that were your
obligation to pay under the JAMS Rules. You may hire an attorney to represent you in arbitration. You
are responsible for your attorneys’ fees and additional costs and may only recover your attorneys’ fees
and costs in the arbitration to the extent that you could in court if the arbitration is decided in your
favor. Notwithstanding anything in this Arbitration Provision to the contrary, Lazul will pay all fees and
costs that it is required by law to pay. h. Severability and Waiver of Jury Trial. If any part of subsection (f) of this Arbitration Provision is found to be illegal or unenforceable, the entire Arbitration provision will be unenforceable and the Dispute will be decided by a court. WHETHER IN COURT OR IN ARBITRATION, YOU AND LAZUL AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT ALLOWED BY LAW. If any other clause in this
Arbitration Provision is found to be illegal or unenforceable, that clause will be severed from this
Arbitration Provision and the remainder of this Arbitration Provision will be given full force and effect.

i. Continuation. This Arbitration Provision will survive the termination or expiration of these Terms.