SmartShield
Terms of Use

These Terms of Use ("Terms") govern access to and use of SmartShield (the "Service"), made available by Cadient Talent ("Cadient Talent," "we," "us," or "our"). By accessing or using the Service, you ("you" or "User") agree to these Terms. If you do not agree, do not access or use the Service.

The Service is intended for use within the United States and is offered solely to professional recruiters acting on behalf of an employer organization.

1. Nature of the Service

SmartShield is a research assist tool: it surfaces information without drawing conclusions or producing recommendations. The Service extracts the full text of a candidate resume processed through the Service, analyzes that text using AI and third-party data sources, and surfaces structured findings, highlights, flags, and indicators in the User's browser.

Outputs from the Service may be used by Users in connection with their evaluation of candidates and may inform hiring decisions made by the User or the User's organization. The interpretation of any finding, and any decision based on a finding, is performed solely by the User. The Service does not make or recommend hiring decisions, and the Service does not certify or validate the accuracy of any information contained in a resume or any third-party source. All hiring, screening, and employment decisions concerning a candidate, including any decision to advance, reject, or further evaluate a candidate, remain solely with the User.

2. Eligibility and Account Registration

To use the Service, you must register for an account using a valid organizational email address. As part of registration, you will be required to acknowledge a sign-up attestation regarding your intended use of the Service and your responsibilities under these Terms. The attestation and your acceptance of these Terms and the Privacy Policy are confirmed through separate acknowledgements during account registration. You represent and warrant that:

• you are at least 18 years of age;
• you are acting on behalf of an employer organization for legitimate recruiting purposes;
• the information you provide at registration is accurate and current; and
• you have authority to accept these Terms on behalf of your organization.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. The sign-up attestation is incorporated into these Terms by reference and forms part of your agreement with Cadient Talent.

3. Lawful Use Requirement

You agree to use the Service only for lawful purposes and in compliance with all applicable laws, including employment, anti-discrimination, privacy, consumer reporting, and labor laws.

You represent and warrant that, in connection with each candidate resume you submit to the Service, you have a lawful basis to process information about the candidate. You are solely responsible for determining whether such a lawful basis exists.

You shall not:

• use the Service in violation of any law or third-party right;
• submit a resume that you do not have authority to submit;
• attempt to interfere with, disrupt, or compromise the Service or its security;
• reverse engineer, decompile, or attempt to derive the source code of the Service;
• use the Service as the sole or primary basis for any decision concerning a candidate, or treat any finding as a substitute for independent evaluation; or
• use the Service in a manner that creates discriminatory or unlawful outcomes.

4. Findings; Informational Only; No Verification

The Service generates structured findings, highlights, flags, and indicators based on AI-assisted analysis and third-party data sources. Findings are informational only. Findings may be inaccurate, incomplete, outdated, or based on misidentification, including where a candidate's name or other identifier matches another individual or entity, and may produce false positives or false negatives.

You acknowledge and agree that:

• the Service does not certify, validate, or guarantee the accuracy, completeness, currency, or reliability of any finding or any underlying information;
• you must independently verify any finding before relying on it;
• third-party data and public sources accessed by the Service are not controlled by Cadient Talent and may contain errors or omissions; and
• you are solely responsible for any decision made in connection with a candidate, including any reliance on findings.

5. Automated and AI Processing

You acknowledge that the Service uses automated processing and AI-assisted methods. As part of the Service:

• resume information is processed using third-party AI services to support AI-assisted analysis features, including resume-content analysis and AI-content detection;
• automated lookups are performed against third-party services and public sources, including search engines, business databases, the OFAC public sanctions list, news sources, and email deliverability and phone-line-type checks, as further described in the SmartShield Privacy Policy.

AI-generated outputs may contain inaccuracies, omissions, or fabricated content (sometimes referred to as "hallucinations"). AI-assisted analysis methods may produce false positives or false negatives. Name-based screening against sanctions lists and adverse media searches may produce matches that do not in fact relate to the candidate. You shall not rely on findings produced by automated or AI-assisted processing without independent verification.

6. User Responsibility for Decisions

You, and not Cadient Talent, are responsible for:

• any hiring, screening, or employment decision concerning a candidate;
• compliance with notice, consent, disclosure, dispute, or adverse-action requirements that may apply under federal, state, or local law;
• providing any candidate-facing notice or response that may be required by law; and
• using the Service in a manner consistent with applicable anti-discrimination laws, including by considering each candidate individually and not relying on findings as the sole basis for any decision.

Without limiting the generality of the foregoing, to the extent applicable to your use of the Service, you are responsible for compliance with applicable automated-employment-decision-tool and AI-related employment laws, and for any required bias audits, candidate notices, alternative-selection-process obligations, or impact assessments.

7. Third-Party Data Disclaimer

The Service relies on data and content from third-party services and public sources. Cadient Talent does not control, and is not responsible for, the accuracy, currency, completeness, or availability of any such third-party data or source. References to third-party services in findings do not constitute endorsement of, or affiliation with, those services. Findings derived from third-party data may be incomplete, incorrect, or outdated.

8. No Warranties

THE SERVICE AND ALL FINDINGS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CADIENT TALENT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, RELIABILITY, NON-INFRINGEMENT, AND TITLE. WITHOUT LIMITING THE FOREGOING, CADIENT TALENT DOES NOT WARRANT THAT FINDINGS ARE ACCURATE, CURRENT, OR COMPLETE; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS.

If any portion of this Section is held unenforceable in any jurisdiction, the remaining portions shall remain in full force and effect, and the foregoing disclaimers shall apply to the maximum extent permitted in that jurisdiction.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CADIENT TALENT AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE OR ANY FINDINGS, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CADIENT TALENT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (I) THE FEES PAID BY YOU TO CADIENT TALENT FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED U.S. DOLLARS (US$100). YOU ACKNOWLEDGE THAT THIS LIMITATION IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND THAT CADIENT TALENT WOULD NOT MAKE THE SERVICE AVAILABLE ON THESE TERMS WITHOUT IT.

10. Indemnification

You agree to defend, indemnify, and hold harmless Cadient Talent and its affiliates, officers, employees, and agents from and against any third-party claims, damages, losses, liabilities, and reasonable expenses (including reasonable attorneys' fees) arising out of or relating to:

• your use of the Service;
• any decision made in connection with a candidate;
• your breach of these Terms or any representation or warranty herein;
• your violation of applicable law; or
• any third-party claim arising from your submission of candidate information to the Service.

The foregoing indemnification does not apply to the extent any such claim arises from Cadient Talent's own gross negligence, willful misconduct, or material breach of these Terms.

11. Modifications to the Service and Terms

We may modify, suspend, or discontinue the Service, in whole or in part, at any time, with or without notice. We may modify these Terms by posting an updated version, and the Effective Date above will reflect the most recent revision. For material changes to these Terms, we will provide reasonable notice through the Service, by email to the address associated with your account, or by other reasonable means prior to the effective date of the change. Continued use of the Service following any such modification constitutes your acceptance of the modified Terms.

12. Termination

We may suspend or terminate your access to the Service at any time, with or without cause and with or without notice. You may terminate your account at any time by ceasing use of the Service and notifying us. Sections that by their nature should survive termination, including Sections 4, 5, 6, 7, 8, 9, 10, 13, and 14, shall survive.

13. Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles. Any dispute arising out of or relating to these Terms or the Service shall be brought exclusively in the state or federal courts located in New York County, New York, and the parties consent to personal jurisdiction in those courts. Nothing in this Section limits the application of any consumer-protection or employment law of the User's state of residence that cannot be waived by contract.

14. Miscellaneous

These Terms constitute the entire agreement between you and Cadient Talent regarding the Service and supersede all prior or contemporaneous communications regarding its subject matter. If any provision of these Terms is held unenforceable, that provision shall be reformed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect. No failure to enforce a right shall constitute a waiver. You may not assign these Terms; we may assign them in connection with a merger, reorganization, or sale of substantially all assets.

15. Contact

For questions regarding these Terms: