Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you (the "Client," "you," or "your") and Verilo, LLC ("Verilo," "we," "us," or "our"). These Terms govern your access to and use of the Verilo platform, including all related services, applications, and documentation (collectively, the "Service").

1. Acceptance of Terms

By creating an account, accessing the Service, or otherwise using the Verilo platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

Before using assessment features, all users within your organization must complete the in-dashboard training module. The training module covers proper interpretation of assessment scores, applicable legal requirements, and acceptable use policies. Access to submission and reporting features is restricted until training is complete.

If you do not agree to these Terms, you may not access or use the Service. We reserve the right to update these Terms at any time. We will notify you of material changes via email or through a notice in the dashboard at least 30 days before they take effect. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms.

2. Service Description

Verilo is a business-to-business ("B2B") software-as-a-service ("SaaS") platform that provides AI-powered interview assessment tools for enterprise employers. The Service enables authorized employer clients to:

• Upload audio recordings of candidate interviews through a secure dashboard.
• Receive structured assessment reports that score interviews across six behavioral constructs: confidence, specificity, clarity, engagement, atic_recognition, and atic_alignment, plus an overall consistency measure.
• Review AI-generated summaries of anonymized interview content, produced using GPT-4o-mini.

The platform automatically anonymizes personally identifiable information ("PII") during processing. Verilo does not perform personality profiling, biometric identification, or emotional analysis. The Service is designed exclusively for use by employers in the context of employment assessment.

3. Account & Organization

Accounts are managed through our authentication provider, Clerk. Each account is associated with a single organization. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

Organization administrators are responsible for:

• Managing team member access, including inviting and removing users.
• Ensuring that all users within the organization complete the required training module before using assessment features.
• Configuring organization-level settings, including data retention preferences and notification preferences.
• Ensuring that only authorized personnel have access to assessment reports and candidate data.

You must promptly notify Verilo of any unauthorized use of your account or any other breach of security.

4. Acceptable Use

This section defines the boundaries of permissible use of the Verilo platform. Violation of these requirements may result in immediate suspension or termination of your account.

5. Data Processing Roles

For the purposes of applicable data protection legislation, the parties' roles with respect to the processing of personal data are as follows:

• You (the Client) are the Data Controller. You determine the purposes and means of processing candidate personal data. You decide which interviews to upload, which candidates are assessed, and how assessment results are used.
• Verilo is the Data Processor (Service Provider). We process candidate data solely on your behalf and in accordance with your instructions as embodied in these Terms and any applicable Data Processing Agreement.

As the Data Controller, you are responsible for:

• Establishing and maintaining a lawful basis for the processing of candidate personal data, including the collection and submission of audio recordings.
• Providing all required notices to candidates regarding the collection, use, and processing of their data.
• Obtaining all required consents from candidates, including consent for audio recording and AI-assisted assessment.
• Complying with all applicable data retention requirements and responding to data subject access requests.

Detailed data processing obligations, including security measures, sub-processor management, and cross-border transfer mechanisms, are set forth in our Data Processing Agreement.

6. Candidate Notice Requirements

You are solely responsible for determining and complying with all applicable notice and consent requirements in your jurisdictions. The following is provided as general guidance and does not constitute legal advice. You should consult with qualified legal counsel to determine your specific obligations.

New York City — Local Law 144

If you are using the Service to evaluate candidates for employment within New York City, Local Law 144 requires that you notify candidates that an Automated Employment Decision Tool ("AEDT") will be used in the assessment process. You must explain to candidates how the tool works and what data is collected and analyzed. An independent bias audit of the tool must be conducted annually, and the results must be made publicly available.

Illinois — HB 3773 (Effective January 1, 2026)

Illinois HB 3773 requires employers to notify applicants and employees when artificial intelligence is used in employment decisions, including hiring, promotion, and termination. The law prohibits the use of AI in a manner that results in discriminatory impact based on protected characteristics.

Illinois — Artificial Intelligence Video Interview Act (AIVIA)

If you use Verilo to analyze audio or video interviews, the Illinois AIVIA requires that you notify applicants that AI will be used to analyze the interview, explain what characteristics or qualities are being evaluated, and obtain the applicant's consent before proceeding. Applicants who do not consent may not be penalized for that decision.

Colorado — AI Act (Effective June 30, 2026)

The Colorado AI Act requires employers to notify candidates when AI is used to make or substantially influence employment decisions. You must conduct impact assessments documenting the purpose of the AI system, the data it uses, and the risks of algorithmic discrimination. You must also offer candidates an alternative assessment process upon request.

California — Fair Employment and Housing Act (FEHA)

Under California FEHA, AI tools used in employment decisions must not cause disparate impact on protected groups. You must maintain human oversight of all AI-influenced employment decisions. Records related to AI-assisted employment decisions must be retained for a minimum of four years.

Suggested Candidate Notice

The following is a sample notice you may adapt for your interview process. It is provided as a convenience and does not constitute legal advice. You are responsible for ensuring that your notice meets the requirements of all applicable jurisdictions.

"This interview may be recorded and reviewed with the assistance of AI tools. The AI helps assess communication-related behaviors reflected in your interview responses, such as clarity, specificity, engagement, and related structured interview scoring criteria. A human reviewer remains involved, and the AI output is one input among multiple factors in the evaluation process."

General Obligations

The above list is not exhaustive. Employment-related AI legislation is evolving rapidly across federal, state, and local jurisdictions. You are solely responsible for identifying and complying with all applicable notice, consent, and disclosure requirements in every jurisdiction in which you operate. Verilo will make commercially reasonable efforts to provide updated guidance as new laws take effect, but this does not substitute for your own legal review.

7. Intellectual Property & Training Data License

Verilo's Intellectual Property. Verilo retains all right, title, and interest in and to the Service, including all software, algorithms, models, scoring methodologies, user interfaces, documentation, and all related intellectual property rights. Nothing in these Terms grants you any right to use Verilo's trademarks, logos, or branding without our prior written consent.

Your Content. You retain all ownership rights in the content you upload to the Service, including interview recordings and candidate data. Verilo does not claim ownership of your content.

Training Data License. By uploading audio recordings to the Service, you grant Verilo a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use anonymized copies of those recordings for the purposes of model training, quality improvement, bias testing, and research. This license is a standard condition of your use of the Service. Enterprise customers with specific data-handling requirements may negotiate custom terms regarding this license as part of their service agreement.

Upon upload, metadata is stripped immediately and the audio is copied to fully isolated storage. Audio PII is stripped during subsequent batch processing. Once anonymized, these copies cannot be traced back to any individual candidate or organization. The anonymized copies are stored separately from all client data and are used solely for the purposes described above.

8. Data Retention & Deletion

Verilo applies the following default retention schedule:

You may delete individual submissions manually at any time through the dashboard. Deletion of a submission removes the original audio recording and associated report data from our systems.

Anonymized copies are excepted from deletion requests. Because anonymized copies have been stripped of all identifying information and cannot be traced back to any candidate or organization, they are not subject to individual deletion requests. This exception is a necessary condition of the training data license described in Section 7.

You are solely responsible for ensuring that your data retention settings and practices comply with any applicable legal retention minimums in your jurisdiction, including record-keeping requirements under federal and state employment laws.

9. AI/ML Disclosures

In the interest of transparency, Verilo provides the following disclosures regarding our AI and machine learning systems:

• Scoring Methodology. Verilo scores interviews using behavioral construct analysis. The system evaluates observable communication behaviors, not personality traits, emotional states, or biometric characteristics.
• No Biometric Identification. The Service does not perform facial recognition, voice identification, or any form of biometric identification. Audio analysis is limited to behavioral and linguistic patterns.
• Training Data. Our models are trained on recordings from over 250 diverse applicants across the United States, supplemented by publicly available open-source audio datasets. We actively work to ensure diverse representation in our training data.
• Known Limitations. As with all AI systems, our models have inherent limitations and uncertainty. Scores are probabilistic estimates of behavioral constructs and should be interpreted accordingly. Model performance may vary depending on audio quality, interview format, accent, language proficiency, and other factors.
• Bias Monitoring. Verilo monitors for potential bias across demographic groups and provides documentation of testing results. We are committed to ongoing improvement and will disclose known disparities when identified.
• Confidence and Uncertainty. Assessment reports include model confidence indicators. Segments of an interview where the model has low confidence or that were skipped due to audio quality issues are explicitly flagged in the report.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VERILO DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

Without limiting the foregoing, Verilo does not warrant that:

• The Service will be uninterrupted, timely, secure, or error-free.
• Assessment scores or reports will be accurate, complete, or reliable for any particular purpose.
• The Service will meet your specific requirements or expectations.

Assessment scores are probabilistic estimates derived from machine learning models. They are not definitive assessments of candidate quality, competence, or suitability. Past performance of the model does not guarantee future results. You acknowledge that you use the Service and rely on assessment outputs at your own risk.

11. Limitation of Liability

Verilo is not liable for any hiring, promotion, termination, or other employment decisions made using or influenced by assessment data provided through the Service. You bear sole responsibility for all employment decisions and for ensuring compliance with applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VERILO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT VERILO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VERILO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO VERILO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Verilo and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your misuse of the Service or violation of these Terms.
• Your failure to provide required notices to candidates as described in Section 6.
• Your failure to obtain required consents from candidates for audio recording or AI-assisted assessment.
• Your use of assessment scores or reports beyond their intended purpose, including use as the sole basis for employment decisions.
• Your violation of any applicable federal, state, or local employment law or regulation.

Verilo's Indemnification Obligations

Verilo agrees to indemnify, defend, and hold harmless you and your affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Defects in the platform that directly cause the processing of data in a manner inconsistent with these Terms.
• Known biases in the scoring models that Verilo failed to disclose after becoming aware of them.
• Breach of Verilo's data processing obligations as set forth in these Terms and the Data Processing Agreement.

13. Termination

Either party may terminate these Terms by providing 30 days' written notice to the other party. Verilo may also terminate or suspend your access immediately if you breach any provision of Section 4 (Acceptable Use) or if continued access poses a risk to the security or integrity of the Service.

Upon termination, you will have a 30-day data export window during which you may download your assessment reports and submission data through the dashboard. After this window closes, your data will be deleted in accordance with our standard retention schedule.

Anonymized audio copies created under the training data license (Section 7) survive termination and are not subject to deletion upon account closure.

The following sections of these Terms survive termination: Intellectual Property (Section 7), Disclaimer of Warranties (Section 10), Limitation of Liability (Section 11), Indemnification (Section 12), and Governing Law (Section 14).

14. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator and shall take place in Wilmington, Delaware, or at a location mutually agreed upon by the parties. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

Class Action Waiver. You agree that any dispute resolution proceedings will be conducted on an individual basis and not as part of a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against Verilo.

15. Miscellaneous

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

Entire Agreement. These Terms, together with the Privacy Policy, Data Processing Agreement, and any applicable order form or statement of work, constitute the entire agreement between you and Verilo regarding the Service and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Verilo. Verilo may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by these Terms.

Force Majeure. Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or telecommunications failures, or cyberattacks.

No Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

Notices. All notices required or permitted under these Terms shall be in writing and shall be delivered by email to the address associated with your account (for notices to you) or to legal@verilo.io (for notices to Verilo).