Terms of Service

Human Cloud operates an AI-powered marketplace and platform that connects companies seeking flexible workforce, staffing, consulting, technology, and related solutions ("Buyers") with providers of those solutions ("Solutions" or "Providers"). The Service includes, without limitation, solution discovery and search, the HC Score and other ratings and rankings, profiles, shortlists, requests for proposal ("RFPs"), quotes and responses, messaging, document and contract exchange, engagement and project workflows, community and events features, analytics, and related tools.

Human Cloud is a neutral venue and technology provider. Except where we expressly state otherwise in a separate written agreement, we are not a party to any transaction, engagement, contract, or relationship between Buyers and Solutions, are not the employer, staffing agency, or agent of any user, and do not guarantee the performance, quality, legality, safety, qualifications, or suitability of any user, solution, response, or engagement.

You must be at least 18 years old and capable of forming a legally binding contract to use the Service. If you use the Service on behalf of a company or other legal entity, you represent and warrant that you are authorized to bind that entity to these Terms, and "you" refers to both you individually and that entity. You may not use the Service if you are barred from doing so under applicable law or have previously been suspended or removed by us.

To access certain features you must create an account and provide accurate, current, and complete information. You are responsible for safeguarding your credentials and for all activity that occurs under your account, whether or not authorized by you. You agree to notify us promptly of any unauthorized use or suspected breach of security. We may refuse, suspend, or terminate accounts, reclaim usernames, and remove or reclaim content at our discretion.

Buyers may create shortlists, publish or share RFPs, invite Solutions, receive and evaluate responses, and initiate engagements. Solutions may create and maintain profiles, respond to RFPs, submit quotes, attach materials, and communicate with Buyers. Each user is solely responsible for the accuracy, legality, and completeness of the information, proposals, pricing, representations, and materials it provides.

Any contract, statement of work, order, payment, engagement, or other arrangement entered into between a Buyer and a Solution — whether facilitated on the Service, memorialized in contract documents exchanged through the Service, or conducted off-platform — is solely between those parties. You are responsible for conducting your own due diligence, negotiating your own terms, complying with all applicable laws (including tax, employment, worker-classification, immigration, export, anti-corruption, and data-protection laws), and resolving any dispute arising from such arrangements. Human Cloud has no obligation to mediate, enforce, or become involved in any such dispute.

Certain features of the Service may be offered for a fee, on a subscription, per-engagement, revenue-share, or other basis described at the point of purchase or in a separate order or agreement. You agree to pay all applicable fees and taxes, and you authorize us and our payment processors to charge your designated payment method. Unless required by law or expressly stated otherwise, fees are non-refundable. We may change our fees prospectively upon notice.

Where the Service facilitates an introduction or engagement, you agree not to use the Service to circumvent applicable fees, including by taking introduced relationships off-platform to avoid amounts that would otherwise be owed, where such fees are set out in an applicable order or agreement.

"User Content" means any content you submit to, upload to, or transmit through the Service, including profiles, RFPs, responses, messages, documents, contract templates, reviews, and other materials. You retain ownership of your User Content. You grant Human Cloud a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, reproduce, modify, adapt, publish, translate, create derivative works from, display, and distribute your User Content solely to operate, provide, secure, improve, and promote the Service and as otherwise permitted by our Privacy Policy.

You represent and warrant that you own or have all rights necessary to submit your User Content and grant the above license, and that your User Content and our use of it do not and will not infringe, misappropriate, or violate any third party's rights or any law. We may, but are not obligated to, review, monitor, screen, filter, or remove User Content at our discretion.

You agree that you will not, and will not permit any third party to:

• violate any law, regulation, or third-party right, or use the Service for any unlawful, fraudulent, deceptive, or harmful purpose;
• post or transmit content that is false, misleading, defamatory, obscene, harassing, discriminatory, infringing, or otherwise objectionable;
• impersonate any person or entity or misrepresent your affiliation, qualifications, identity, or the nature of a solution or engagement;
• access, scrape, harvest, index, or collect data from the Service by automated means except as expressly permitted by us in writing or through a documented API;
• reverse engineer, decompile, or attempt to derive source code, or interfere with, disrupt, overload, or circumvent any security, rate-limiting, or access-control feature;
• introduce viruses, malware, or other harmful code, or attempt to gain unauthorized access to any account, system, or data;
• use the Service or any content, models, scores, or outputs to build, train, or improve a competing product or service; or
• use the Service to send spam, unsolicited communications, or to solicit users for purposes unrelated to legitimate use of the marketplace.

The HC Score and any other scores, ratings, rankings, badges, recommendations, matches, analytics, insights, and AI-generated outputs are provided for informational purposes only, are based on data and methodologies that may change without notice, and may be incomplete or inaccurate. They are not advice, endorsements, guarantees, or representations of fitness, and you should not rely on them as the sole basis for any decision. All platform content, software, trademarks, logos, and the Service's look and feel are owned by Human Cloud or its licensors and are protected by intellectual-property laws.

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for its intended purpose. We reserve all rights not expressly granted. If you provide feedback, ideas, or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them for any purpose without obligation or compensation to you.

The Service may integrate with or link to third-party websites, products, and services that we do not control. We are not responsible for and do not endorse any third-party content, products, services, or practices, and your use of them is at your own risk and subject to their terms.

Our collection and use of personal information in connection with the Service is described in our Privacy Policy. By using the Service, you consent to such collection and use.

The Service and all content, scores, and outputs are provided "as is" and "as available" without warranties of any kind, whether express, implied, statutory, or otherwise. To the fullest extent permitted by law, Human Cloud disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the Service will be uninterrupted, secure, timely, accurate, or error-free. Human Cloud makes no warranty regarding any user, solution, response, engagement, or the results of using the Service.

To the fullest extent permitted by law, in no event will Human Cloud or its officers, directors, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or relating to the Service or these Terms, whether based on warranty, contract, tort, statute, or any other legal theory, and whether or not we have been advised of the possibility of such damages. To the fullest extent permitted by law, Human Cloud's total aggregate liability for all claims relating to the Service will not exceed the greater of the amounts you paid to Human Cloud in the twelve months preceding the event giving rise to the claim, or one hundred U.S. dollars (US$100). Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

You agree to defend, indemnify, and hold harmless Human Cloud and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with your access to or use of the Service, your User Content, your violation of these Terms or any law, or any transaction, engagement, or dispute between you and another user.

We may suspend, restrict, or terminate your access to the Service at any time, with or without notice, for any reason, including if we believe you have violated these Terms. You may stop using the Service at any time. Provisions that by their nature should survive termination — including ownership, license grants to us, disclaimers, limitations of liability, indemnification, and dispute-resolution terms — will survive.

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. Except where prohibited by applicable law, you and Human Cloud agree that any dispute arising out of or relating to these Terms or the Service will be resolved on an individual basis and not as a class, collective, or representative action, and will be subject to the exclusive jurisdiction of the state and federal courts located in Delaware, unless we mutually agree in writing to another forum or to binding arbitration. You waive any objection to venue in those courts.

We may modify these Terms from time to time. If we make material changes, we will provide notice through the Service or by other reasonable means and update the effective date above. Your continued use of the Service after changes take effect constitutes your acceptance of the revised Terms.

These Terms, together with any order or separate written agreement between you and Human Cloud, are the entire agreement between us regarding the Service and supersede any prior agreements. If any provision is held unenforceable, the remaining provisions will remain in full force. Our failure to enforce any right or provision is not a waiver. You may not assign these Terms without our prior written consent; we may assign them freely. There are no third-party beneficiaries.

Questions about these Terms may be directed to legal@humancloud.com.