PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. By clicking "I agree" (or any similar acknowledgement), creating an account, submitting any information through the Services, or otherwise accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms of Service, together with our Privacy Policy, which is incorporated by reference. If you are agreeing on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.
THESE TERMS CONTAIN AN ARBITRATION AGREEMENT, A CLASS-ACTION WAIVER, AND LIMITATIONS ON LIABILITY THAT AFFECT YOUR LEGAL RIGHTS. PLEASE REVIEW THEM CAREFULLY.
1. Agreement and Definitions
1.1 The Agreement
These Terms of Service, together with our Privacy Policy and any other policies or rules referenced herein or otherwise posted on the Services (collectively, the "Terms"), constitute a legally binding agreement between you and Aurelius Applications Inc. (d/b/a Rolodexed) ("Rolodexed," "we," "us," or "our"), a corporation organized under the laws of Canada with offices in Toronto, Ontario, governing your access to and use of the Services. By accessing or using the Services, you also represent that you are at least eighteen (18) years of age, are not prohibited by law from accessing or using the Services, and have the legal authority to enter into these Terms.
1.2 Definitions
In addition to terms defined elsewhere in these Terms, the following definitions apply:
"Candidate" means a natural person who registers for the Services, completes the Intake, or otherwise creates a Profile for the purpose of being matched with employment opportunities through Rolodexed.
"Candidate Materials" means any information, content, or materials that a Candidate submits to the Services, including without limitation résumés, work history, education, professional credentials, references, salary expectations, geographic preferences, written and recorded responses to Intake questions, third-party data the Candidate authorizes Rolodexed to ingest (such as data imported from a connected account or other third-party services), and any other personal information used to construct the Candidate's Profile.
"Headhunter" means an individual employed by, or engaged as a contractor of, Rolodexed who provides talent-matching, recruiting, and advisory services to Candidates and Hiring Companies on behalf of Rolodexed.
"Hiring Company" means any business entity, employer, or authorized representative thereof that uses the Services to identify, evaluate, interview, or hire individuals for one or more open roles.
"Intake" means the narrative-based, written, recorded, and/or AI-assisted assessment process Rolodexed administers to Candidates in order to construct a Profile, including questions designed to elicit information about a Candidate's personality, temperament, cognitive style, work history, skills, motivations, and career objectives.
"Match" means an introduction, recommendation, presentation, or other surfacing of a Candidate to a Hiring Company by Rolodexed (whether by a Headhunter directly, through the Services, or otherwise) for the purpose of evaluating the Candidate for a Role.
"Placement"
means the engagement, hiring, retention, or other commercial engagement of a Candidate by a Hiring Company in any capacity, whether as an employee, independent contractor, advisor, consultant, founder, or otherwise, in connection with a Role for which Rolodexed introduced or surfaced the Candidate.
"Profile" means the structured representation of a Candidate generated and maintained by Rolodexed using the Candidate Materials, internal observations, Intake responses, and any psychographic, competency, or other analyses Rolodexed produces.
"Role" means an open position, engagement, or other employment opportunity made available by a Hiring Company through the Services or otherwise communicated to Rolodexed for sourcing.
"Services" means, collectively, the Rolodexed website located at rolodexed.ai and any related subdomains, the Rolodexed application platform located at app.rolodexed.ai, any mobile applications, the Headhunter-led recruiting and advisory services delivered by Rolodexed, the Intake, the Profile, the Matching processes, communications and notification systems, AI-assisted analyses and tools made available by Rolodexed, and any other products, features, or services offered by Rolodexed from time to time.
"User" means any person who accesses or uses the Services, including Candidates, Hiring Companies, and visitors.
2. General Terms
2.1 Nature of the Services
Rolodexed is a Headhunter-led talent marketplace. Rolodexed sources, vets, profiles, and represents Candidates, and presents qualified Candidates to Hiring Companies for evaluation. Rolodexed is not an employer of any Candidate, is not a party to any employment, contractor, or other engagement agreement entered into between a Candidate and a Hiring Company, and does not guarantee employment, interviews, offers, or any specific outcome to any Candidate or Hiring Company.
Rolodexed does not control, and is not responsible for: (i) the accuracy, legality, safety, suitability, or completeness of any Role, job description, compensation representation, or other information provided by a Hiring Company; (ii) the accuracy, completeness, or veracity of any Candidate Materials or other information provided by a Candidate; or (iii) the conduct of any User. Reliance on any information made available through the Services is at the User's sole risk.
AT NO TIME WILL AN EMPLOYMENT, AGENCY, JOINT VENTURE, OR PARTNERSHIP RELATIONSHIP BE CREATED BETWEEN ROLODEXED AND ANY USER BY VIRTUE OF USE OF THE SERVICES, EXCEPT WHERE EXPRESSLY AGREED IN A SEPARATE WRITTEN AGREEMENT SIGNED BY ROLODEXED.
2.2 Eligibility and Accounts
To access certain features of the Services, you must register for an account. You agree to provide accurate, current, and complete information during registration and to keep that information accurate, current, and complete. You are solely responsible for safeguarding your account credentials and for all activity that occurs under your account. You will promptly notify Rolodexed of any unauthorized use or suspected breach of security. Rolodexed is not liable for any loss or damage arising from your failure to comply with this Section.
Rolodexed may, in its sole discretion, refuse, limit, suspend, or terminate any account or any User's access to the Services at any time, with or without notice, including for violation of these Terms or for any other reason.
2.3 Changes to These Terms
Rolodexed may modify these Terms from time to time. When we do, we will post the updated Terms on the Services and update the "Last updated" date above. Material changes will, where reasonably practicable, be communicated to registered Users by email or in-Service notice. Your continued use of the Services after the effective date of any change constitutes your acceptance of the updated Terms. If you do not agree to a change, your sole remedy is to stop using the Services and, if applicable, to close your account.
2.4 Changes to the Services
Rolodexed may, at any time and in its sole discretion, modify, suspend, discontinue, or remove any portion of the Services, in whole or in part, without notice and without liability. Such changes may include, without limitation, changes to features, content, hours of availability, supported devices, or required equipment. If you do not agree to such changes, your sole remedy is to stop using the affected portion of the Services.
2.5 Availability
While Rolodexed strives to make the Services available on a continuous basis, we do not warrant that the Services will be uninterrupted, error-free, secure, or available at all times. Use of the Services requires internet access through a compatible device, for which you are solely responsible. You are responsible for any data, mobile carrier, or other charges arising from your access to or use of the Services.
2.6 Communications and Consent to Contact
By creating an account, completing the Intake, or otherwise providing your contact information to Rolodexed, you expressly consent to receive communications from Rolodexed, our Headhunters, our service providers, and (where applicable) Hiring Companies in connection with the Services. These communications may include emails, SMS or text messages (including via platforms such as WhatsApp, iMessage, or RCS), in-app messages, push notifications, and live or pre-recorded telephone calls placed using automated dialing systems or AI-generated voice technologies, in each case to the telephone numbers and email addresses you provide.
Communications may include, without limitation: account- and Profile-related notices; coordination of the Intake; introductions to and scheduling with Hiring Companies; coaching, interview preparation, and offer-related discussions; transactional notices; surveys; service updates; and, where you have not opted out, marketing communications. Standard message and data rates may apply, and you are responsible for any charges imposed by your carrier.
To opt out of marketing SMS messages from Rolodexed, reply STOP to any such message; to opt out of marketing emails, follow the unsubscribe instructions in the message footer. You acknowledge that opting out of marketing communications does not opt you out of transactional or service-related communications, which are necessary to operate the Services. You may withdraw consent to all communications at any time by closing your account, subject to communications reasonably necessary to wind down your relationship with Rolodexed or to comply with our legal obligations.
Rolodexed may, in its discretion, monitor, record, transcribe, and analyze communications conducted through the Services (including telephone calls, video calls, and messages between Users) for purposes including quality assurance, fraud prevention, training, dispute resolution, compliance, and improvement of the Services. By participating in such communications, you consent to such recording and analysis to the extent permitted by law.
2.7 Prohibited Uses
You agree not to use the Services to:
engage in any unlawful, fraudulent, deceptive, or harmful conduct, or solicit others to do so;
violate any applicable international, federal, provincial, state, or local law, regulation, or rule, including without limitation employment, anti-discrimination, privacy, export control, and consumer protection laws;
submit false, misleading, incomplete, or impersonating information, including misrepresenting your identity, employment history, education, or qualifications;
harass, abuse, threaten, defame, intimidate, stalk, or discriminate against any individual on the basis of any protected characteristic;
infringe or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any person or entity;
upload or transmit viruses, malware, worms, or any other malicious or harmful code, or interfere with or attempt to compromise the security or integrity of the Services;
scrape, crawl, harvest, mirror, index, or otherwise systematically collect data from the Services, or use the Services to compile a database, list, or profile of Users for any purpose unrelated to your direct use of the Services as expressly permitted by these Terms;
use any data mining, robot, bot, spider, or similar automated tool in connection with the Services, except for publicly accessible search-engine crawlers operating in compliance with our robots.txt;
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of the Services, except to the extent expressly permitted by applicable law;
use the Services, the Profiles, or any Candidate Materials for competitive analysis, benchmarking, or to develop, train, or improve any product or service that competes with the Services, including without limitation any other recruiting marketplace, sourcing platform, or AI model;
submit prompts or content designed to manipulate, jailbreak, or bypass the safety, screening, or operational logic of any Rolodexed AI tool, including without limitation prompt injections, hidden instructions, deepfakes, or AI-generated content presented as the work of a real human Candidate;
circumvent, disable, or interfere with security, authentication, rate-limiting, or access-control features of the Services;
rent, lease, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit the Services, the Profiles, or any Candidate Materials to or for the benefit of any third party;
publicly disseminate, publish, or disclose information regarding the performance, features, or pricing of the Services for the purpose of competitive analysis or benchmarking; or
engage in any activity that, in Rolodexed's sole determination, places an unreasonable or disproportionately large load on our infrastructure.
Rolodexed reserves the right to investigate, remove, refuse, or restrict any content or conduct that, in our sole discretion, violates these Terms or is otherwise objectionable, and to suspend or terminate any account associated with such content or conduct.
2.8 Government Users; Export Compliance
If you access the Services on behalf of a government entity, you do so subject to the limitations of these Terms, and you acknowledge that the Services are commercial products developed entirely at private expense. You agree that you will not use, export, or re-export the Services in violation of any Canadian, U.S., or other applicable export control laws or regulations. You represent that you are not located in, under the control of, or a national or resident of, any country subject to a comprehensive embargo, and that you are not on any sanctions or restricted-parties list maintained by the Government of Canada, the U.S. Government, or any other applicable authority.
2.9 Fraudulent Conduct
Without limiting any other provision of these Terms, Rolodexed is not liable for any loss arising from deceptive, fraudulent, or otherwise invalid conduct by any User. By using the Services, you release Rolodexed from any such liability and agree to use commercially reasonable efforts to promptly notify us of any conduct you reasonably suspect to be fraudulent. Rolodexed reserves the right, in its sole discretion, to suspend or terminate any account engaged in, or facilitating, fraudulent conduct, and to report such conduct to law enforcement or other authorities.
3. Candidates
3.1 No Cost to Candidates
Rolodexed does not currently charge Candidates a fee for use of the Services. Rolodexed reserves the right to introduce, modify, or discontinue Candidate-facing fees in the future, in which case affected Candidates will be notified prior to any such fee taking effect and may decline by closing their account.
3.2 The Intake and Profile
To be considered for Matches, Candidates must complete the Intake. The Intake is designed to capture signals that traditional résumé-based recruiting cannot, including narrative responses about a Candidate's career, working style, interests, motivations, cognitive approach, and other personal characteristics relevant to professional fit. Rolodexed may also ingest, with the Candidate's authorization, materials and data from third-party sources (such as a Candidate's connected account, professional networking sites, or files the Candidate uploads), and may incorporate observations recorded by Headhunters during interactions with the Candidate.
By participating in the Intake and creating a Profile, the Candidate acknowledges and agrees that Rolodexed will analyze, structure, summarize, characterize, and otherwise process the Candidate Materials to build the Profile, and that the Profile may include, without limitation, narrative summaries, psychographic and personality assessments, competency ratings, inferred traits, suitability scores, and other derived signals. Candidates are not entitled to any particular form, content, or scoring methodology for the Profile, and Rolodexed may modify the Profile model, methodology, or representation at any time.
3.3 Accuracy of Candidate Materials
The Candidate represents and warrants that all Candidate Materials submitted to the Services are true, accurate, complete, and not misleading, and that the Candidate has all necessary rights, consents, and authorizations to submit such materials and to grant Rolodexed the licenses described in Section 6. The Candidate acknowledges that material misrepresentations or omissions may result in (i) removal of the Candidate from the Services; (ii) withdrawal of any Match or referral; (iii) recission of any offer or termination of any Placement by a Hiring Company; and (iv) liability to Rolodexed and to affected Hiring Companies. The Candidate is responsible for keeping the Candidate Materials accurate and current.
3.4 How Rolodexed Uses Candidate Information
This Section is intended to provide Candidates with a clear, plain-English description of how their information is used. It is supplemental to, and should be read together with, the Privacy Policy.
Rolodexed treats Candidate Materials and Profiles as confidential information of the Candidate and the Services. Subject to the Privacy Policy and applicable law, Rolodexed uses Candidate information for the following purposes:
Vetting, profiling, and Matching. Headhunters and authorized Rolodexed personnel may access the full Candidate Materials and the Profile internally in order to assess fit for Roles, prepare summaries and recommendations, conduct interviews, provide coaching, and identify suitable Matches.
Limited disclosure to Hiring Companies. Rolodexed does not provide Hiring Companies with direct, unfiltered access to a Candidate's Profile, Intake responses, raw psychographic outputs, or other internal materials. Instead, when a Candidate is presented to a Hiring Company, Rolodexed typically shares (a) the Candidate's résumé or curriculum vitae, (b) basic identification and contact information necessary to coordinate interviews, (c) a Headhunter-prepared summary of qualifications, strengths, and fit relative to the specific Role, and (d) such other Profile-derived information as Rolodexed reasonably determines is appropriate to share for the purpose of evaluating the Candidate for the Role. Rolodexed may, at its discretion or at a Candidate's direction, withhold, redact, anonymize, or modify information shared with any particular Hiring Company.
Service operation, training, and improvement. Rolodexed may use Candidate Materials in de-identified, aggregated, or anonymized form to operate, secure, evaluate, and improve the Services, including without limitation the development, training, evaluation, and refinement of Rolodexed's matching, ranking, summarization, and other AI- and machine-learning-based tools. Such aggregated or de-identified data shall be deemed solely owned by Rolodexed and may be used for any lawful business purpose without further obligation to the Candidate.
Communications. As described in Section 2.6, Rolodexed and its authorized agents may use the Candidate's contact information to communicate about the Services.
Compliance, fraud prevention, and legal. Rolodexed may use Candidate information to investigate suspected fraud, abuse, or violations of these Terms, to comply with legal obligations or lawful requests from authorities, to enforce these Terms, and to protect the rights, property, and safety of Rolodexed, our Users, and third parties.
Rolodexed does not sell Candidate Materials. Rolodexed may share Candidate information with: (i) Hiring Companies and their authorized representatives, in accordance with this Section 3.4; (ii) service providers and processors acting on Rolodexed's behalf and bound by appropriate confidentiality and data-protection obligations (such as cloud-hosting, communications, analytics, fraud-prevention, payment, and AI-tooling providers); (iii) professional advisors, including legal counsel and auditors; (iv) governmental authorities or other parties as required by law or in connection with legal process; and (v) successors-in-interest in connection with a financing, merger, acquisition, reorganization, or sale of all or substantially all of Rolodexed's business or assets, subject to appropriate confidentiality protections.
Candidates have the rights described in our Privacy Policy with respect to their personal information, including, where applicable, the right to access, correct, withdraw consent, request deletion, or lodge a complaint with a supervisory authority. Candidates may also request that their account be closed at any time by contacting julian@rolodexed.ai.
3.5 Background Checks and Reference Inquiries
To the extent permitted by applicable law, Candidates authorize Rolodexed, our Headhunters, our service providers, and Hiring Companies to whom the Candidate is presented, to make reasonable inquiries into the Candidate's work history, education, professional credentials, and references, and to verify any of the foregoing. If a third-party background check vendor is used, the Candidate will be provided with any additional disclosures, authorizations, and rights required by applicable law before any such check is performed. The Candidate releases the Candidate's former employers, schools, references, and other persons from liability for responding in good faith to such inquiries.
3.6 Use of AI in Candidate Evaluation
Rolodexed uses artificial intelligence and machine-learning tools in connection with the Intake, Profile generation, ranking, summarization, communications, and other aspects of the Services. While Headhunters review and exercise human judgment over Candidate evaluation, AI tools may be used to assist with these processes.
Candidates acknowledge that: (i) AI outputs may be incomplete, inaccurate, biased, or otherwise imperfect; (ii) Rolodexed does not warrant any particular result, score, or characterization produced by an AI tool; (iii) AI outputs do not represent legal, medical, psychological, or other professional advice; and (iv) AI tools are constantly evolving and Rolodexed may modify or replace them without notice.
To the extent any jurisdiction in which a Candidate resides or is being considered for a Role imposes specific requirements regarding automated employment decision tools, automated decision-making, profiling, or AI-assisted recruiting (including, without limitation, New York City's Local Law 144, the Illinois Artificial Intelligence Video Interview Act, the Colorado Artificial Intelligence Act, the EU AI Act, and similar laws), Rolodexed will provide such notices and offer such alternatives as are required by such laws. A Candidate may request information about the categories of data and criteria used in any automated assessment, request human review of an evaluation, or request a reasonable alternative selection process by contacting julian@rolodexed.ai. Rolodexed reserves the right to verify a Candidate's eligibility to make such a request and to apply alternative processes that, in Rolodexed's reasonable judgment, are equivalent.
3.7 Communications with Hiring Companies
Initial introductions between a Candidate and a Hiring Company are facilitated by Rolodexed. Candidates agree that all initial communications with a Hiring Company concerning a Match must occur through, or be coordinated by, Rolodexed. Once an interview or formal discussion has been arranged through the Services, the Candidate and the Hiring Company may communicate directly subject to these Terms and any applicable confidentiality obligations. Candidates may not use the Services to circumvent Rolodexed's role as the introducing party for purposes of avoiding fees that would otherwise be payable by a Hiring Company under Section 4.
3.8 No Guarantee of Outcomes
Rolodexed makes no representation, warranty, or guarantee that any Candidate will receive a Match, an interview, an offer, a Placement, any particular level of compensation, or any other outcome through the Services. Hiring decisions are made solely by Hiring Companies in their independent discretion. Rolodexed is neither the Candidate's employer nor, except where expressly agreed otherwise in writing, the Candidate's legal agent or representative.
4. Hiring Companies
4.1 Hiring Company Accounts and Authority
A person who registers a Hiring Company account or otherwise engages Rolodexed on behalf of a Hiring Company represents and warrants that they are duly authorized to bind the Hiring Company to these Terms and to any applicable engagement letter, statement of work, or order form executed with Rolodexed (each, an "Order"). To the extent of any conflict between these Terms and an Order, the terms of the Order will control with respect to the subject matter of that Order.
4.2 Role Information
Hiring Companies must provide Rolodexed with accurate, complete, and current information about each Role for which sourcing services are requested, including without limitation the job description, required qualifications, compensation range, work location and remote-work expectations, and any legal or regulatory considerations. Hiring Companies are solely responsible for ensuring that Roles, hiring practices, interviewing processes, and offers comply with all applicable laws, including without limitation employment, anti-discrimination, accommodation, immigration, wage, and tax laws in the jurisdictions in which Candidates may work. Rolodexed does not review Roles or hiring decisions for legal compliance and disclaims any responsibility for doing so.
4.3 Fees and Payment
Unless otherwise expressly agreed in an Order, Rolodexed's standard pricing is a success fee payable by the Hiring Company upon a Placement of a Candidate introduced or surfaced by Rolodexed. The success fee is calculated as a percentage of the Candidate's first-year base compensation (or, where applicable to non-employee engagements, the contract value or first-year fee), starting at fifteen percent (15%) and adjusted as set forth in the applicable Order. The success fee becomes earned upon the Candidate's acceptance of an offer of Placement and is invoiced upon the Candidate's start date or such other date specified in the Order. Invoices are due net thirty (30) days from the invoice date unless otherwise agreed in writing.
All fees are stated in Canadian dollars (CAD) unless otherwise specified, are exclusive of all applicable taxes (including without limitation HST/GST/PST and any non-resident withholding), and are non-refundable except as expressly provided in an Order or in Section 4.4. Late payments will accrue interest at the lesser of one and a half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the original due date until paid in full. The Hiring Company is responsible for all reasonable costs of collection, including legal fees.
For greater certainty, a Placement triggers a success fee where (i) Rolodexed introduced or surfaced the Candidate to the Hiring Company; and (ii) the Hiring Company (or any affiliate, subsidiary, parent, or successor of the Hiring Company) engages the Candidate in any capacity — whether as an employee, independent contractor, advisor, consultant, founder, or otherwise — within twelve (12) months following the introduction (the "Tail Period"). A Placement is triggered regardless of whether the engagement is for the originally identified Role or for a different role. If a Hiring Company engages a Candidate in a Role with materially different compensation than originally contemplated, the success fee is calculated against the actual first-year base compensation of the engaged Role.
4.4 Replacement Guarantee
Unless otherwise specified in an Order, if (i) a Placed Candidate's engagement with the Hiring Company terminates within ninety (90) days of the Candidate's start date, (ii) the termination is for cause initiated by the Hiring Company or is a voluntary resignation by the Candidate not induced by a material breach of the engagement by the Hiring Company, (iii) the Hiring Company has paid the corresponding success fee in full and provides written notice to Rolodexed within fifteen (15) days of the termination, and (iv) the Hiring Company has not breached these Terms or the applicable Order, then Rolodexed will use commercially reasonable efforts to source a replacement Candidate for the same Role at no additional success fee. If Rolodexed is unable to source an acceptable replacement within ninety (90) days of receiving notice, the Hiring Company's sole and exclusive remedy will be a credit equal to fifty percent (50%) of the success fee paid for the original Placement, applied against future Rolodexed services. No cash refunds are issued under this guarantee.
4.5 No-Circumvention; Anti-Poaching of the Marketplace
During the Tail Period applicable to any Candidate introduced or surfaced to a Hiring Company by Rolodexed, the Hiring Company agrees that neither it nor any of its affiliates, subsidiaries, parents, successors, or representatives will, directly or indirectly: (i) engage the Candidate (in any capacity, including without limitation as employee, contractor, advisor, consultant, or founder) without paying the corresponding success fee in accordance with these Terms or an Order; (ii) refer the Candidate to any third party for the purpose of having the third party engage the Candidate in a manner intended to avoid Rolodexed's success fee; or (iii) attempt to identify, contact, or engage the Candidate through channels other than Rolodexed for the purpose of circumventing the success fee. The Hiring Company further agrees not to use the Services, the Profiles, or any Candidate Materials to compile a database, list, profile, or other derivative work for use outside the scope of evaluating the Candidate for a Role for which the Candidate was introduced.
In the event of a breach of this Section 4.5, the Hiring Company will be liable to Rolodexed for the full success fee that would have been payable had the engagement been processed in accordance with these Terms, plus reasonable costs of enforcement (including legal fees), without prejudice to any other remedy available to Rolodexed.
4.6 Use of Candidate Information by Hiring Companies
All Candidate Materials, summaries, and other information made available to a Hiring Company through the Services are the confidential information of the relevant Candidate and Rolodexed. The Hiring Company agrees that it will: (i) use such information solely for the purpose of evaluating the Candidate for the specific Role for which the Candidate was introduced; (ii) restrict access to such information to those of its personnel who have a legitimate need to know for that purpose and who are bound by confidentiality obligations no less protective than those in these Terms; (iii) not copy, store, or retain such information beyond what is reasonably necessary for the evaluation, and in no event longer than required by applicable law; (iv) not disclose such information to any third party (other than the Hiring Company's legal counsel, advisors, or background-check vendors bound by confidentiality) without Rolodexed's prior written consent; (v) not use such information for marketing, sales prospecting, competitive intelligence, the training of any AI or machine-learning model, or any other purpose unrelated to the specific evaluation; and (vi) comply with all applicable privacy and employment laws in handling such information.
Hiring Companies are responsible for providing any notices and obtaining any additional consents that may be required of them under applicable law (including with respect to background checks, automated decision tools, employee privacy, and cross-border data transfers) when handling Candidate information.
4.7 Non-Solicitation of Other Candidates
During the term of these Terms and for twelve (12) months thereafter, Hiring Companies agree not to use the Services, or any information derived from the Services, to identify, target, or recruit Candidates other than those specifically introduced or surfaced to the Hiring Company in response to a Role. This restriction does not prohibit a Hiring Company from continuing to consider and engage with Candidates whom Rolodexed has properly introduced or surfaced subject to Sections 4.3 through 4.5.
4.8 Equal Opportunity and Compliance
Hiring Companies will make all hiring and engagement decisions in compliance with applicable equal-opportunity, anti-discrimination, accessibility, and accommodation laws, and will not use the Services for any unlawful purpose. Rolodexed reserves the right to refuse, suspend, or terminate services to any Hiring Company that, in Rolodexed's sole discretion, engages or appears likely to engage in unlawful or discriminatory practices.
5. Intellectual Property
5.1 Ownership of the Services
As between you and Rolodexed, Rolodexed and its licensors own and retain all right, title, and interest in and to the Services, including without limitation all software, source code, object code, models, weights, training data and outputs (other than your Candidate Materials), look-and-feel, designs, text, graphics, logos, trademarks, service marks, trade dress, content, methodologies, processes, scoring frameworks, and all related intellectual property rights worldwide. Except for the limited rights expressly granted to you in these Terms, no rights or licenses are granted, expressly or impliedly, in or to the Services or any of Rolodexed's intellectual property.
5.2 Limited Use License to You
Subject to your continued compliance with these Terms, Rolodexed grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for the purposes described in these Terms. You may not copy, modify, distribute, create derivative works from, publicly display, publicly perform, republish, transmit, or commercially exploit any portion of the Services without Rolodexed's prior written consent.
5.3 Your License to Rolodexed
By submitting Candidate Materials or any other content to or through the Services, you grant Rolodexed and its affiliates and service providers a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, transferable license to host, store, copy, modify, adapt, translate, transmit, analyze, summarize, characterize, display, distribute, and create derivative works from such materials, in each case solely for the purposes of (i) operating, providing, securing, and improving the Services; (ii) constructing, maintaining, and using your Profile; (iii) facilitating Matches and Placements; (iv) generating de-identified, aggregated, or anonymized data; (v) training, evaluating, fine-tuning, and improving Rolodexed's AI and machine-learning tools (subject to applicable law and the Privacy Policy); and (vi) exercising the rights and performing the obligations described in these Terms. You retain ownership of the underlying Candidate Materials and other content you submit, subject to the foregoing license.
You represent and warrant that you have all rights, consents, and authorizations necessary to grant the foregoing license, and that the Candidate Materials and other content you submit do not infringe or misappropriate any third party's rights or violate any law or contractual obligation.
5.4 Feedback
If you provide Rolodexed with any suggestions, ideas, enhancement requests, feedback, comments, or other information regarding the Services (collectively, "Feedback"), you grant Rolodexed a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, disclose, sublicense, and otherwise exploit such Feedback for any purpose, without any obligation or compensation to you.
5.5 Trademarks
"Rolodexed," the Rolodexed logo, and any other product or service names, logos, or slogans displayed on the Services are trademarks of Rolodexed and may not be copied, imitated, or used, in whole or in part, without Rolodexed's prior written permission. Other trademarks, names, and logos appearing on the Services are the property of their respective owners.
5.6 Copyright Infringement
Rolodexed respects the intellectual property of others. If you believe that any content available through the Services infringes your copyright, please submit a notice in writing to julian@rolodexed.ai containing: (i) a physical or electronic signature of the rightsholder or authorized agent; (ii) identification of the copyrighted work claimed to be infringed; (iii) identification of the allegedly infringing material with sufficient detail to permit Rolodexed to locate it; (iv) your contact information; (v) a statement that you have a good-faith belief that the use is unauthorized; and (vi) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the rightsholder. Rolodexed will respond to valid notices in accordance with applicable law and may, in appropriate circumstances, terminate the accounts of repeat infringers.
6. Third-Party Services and Links
The Services may contain links to, or integrate with, third-party websites, applications, or services (including, without limitation, AI providers, communications platforms, calendar services, identity providers, payment processors, and analytics tools). Rolodexed does not control such third-party services and is not responsible for their content, availability, accuracy, security, privacy practices, or terms. Your use of any third-party service is at your own risk and is governed by that third party's terms and privacy policies. The presence of a link or integration does not constitute Rolodexed's endorsement of the linked third party.
7. Disclaimers; Limitations of Liability; Indemnification; Release
7.1 Disclaimers
THE SERVICES, INCLUDING ALL CONTENT, MATERIALS, PROFILES, MATCHES, RECOMMENDATIONS, AI OUTPUTS, AND OTHER OUTPUTS MADE AVAILABLE THROUGH THE SERVICES, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROLODEXED DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, ROLODEXED DOES NOT WARRANT OR REPRESENT THAT: (I) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (II) THE INFORMATION OBTAINED FROM THE SERVICES WILL BE ACCURATE, COMPLETE, OR RELIABLE; (III) ANY MATCH, INTRODUCTION, INTERVIEW, OFFER, OR PLACEMENT WILL OCCUR OR PRODUCE A PARTICULAR OUTCOME; (IV) ANY CANDIDATE'S REPRESENTATIONS, CREDENTIALS, OR PERFORMANCE WILL CONFORM TO ANY HIRING COMPANY'S EXPECTATIONS; OR (V) ANY HIRING COMPANY'S DESCRIPTION OF A ROLE OR REPRESENTATIONS REGARDING COMPENSATION, CULTURE, OR EMPLOYMENT TERMS WILL BE ACCURATE OR HONORED. RELIANCE ON ANY INFORMATION OBTAINED THROUGH THE SERVICES IS AT YOUR SOLE RISK.
7.2 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ROLODEXED OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST OPPORTUNITY, LOSS OF GOODWILL, REPUTATIONAL HARM, LOSS OF DATA, BUSINESS INTERRUPTION, OR PERSONAL INJURY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE), EVEN IF ROLODEXED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROLODEXED'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, WILL NOT EXCEED THE GREATER OF (I) THE AMOUNTS PAID BY THE APPLICABLE HIRING COMPANY TO ROLODEXED IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (II) ONE HUNDRED CANADIAN DOLLARS (CAD $100). FOR CANDIDATES, ROLODEXED'S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS (CAD $100).
The disclaimers and limitations in this Section 7 are fundamental elements of the bargain between you and Rolodexed and apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the foregoing limitations may not apply to you to the extent precluded by applicable law.
7.3 Indemnification
You agree to defend, indemnify, and hold harmless Rolodexed and its affiliates and their respective officers, directors, employees, agents, licensors, and service providers from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (i) your access to or use of the Services; (ii) any Candidate Materials or other content you submit; (iii) your breach of these Terms or any representation, warranty, or covenant herein; (iv) your violation of applicable law or the rights of any third party (including without limitation intellectual property, privacy, or employment-related rights); and (v) in the case of a Hiring Company, any hiring decision, employment action, or engagement of a Candidate. Rolodexed reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate with Rolodexed in asserting any available defenses.
7.4 Release of Claims Between Users
Because Rolodexed cannot fully verify the identity, qualifications, or conduct of any User and is not a party to engagements between Candidates and Hiring Companies, in the event you have a dispute with one or more other Users, you release Rolodexed (and our officers, directors, employees, and agents) from any and all claims, demands, and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute, to the maximum extent permitted by law.
8. Term and Termination
These Terms commence upon your first access to or use of the Services and remain in effect until terminated. You may terminate these Terms at any time by closing your account and discontinuing use of the Services. Rolodexed may suspend or terminate your access to all or any portion of the Services at any time, with or without notice, and with or without cause, including for breach of these Terms or as Rolodexed otherwise deems appropriate.
Upon termination: (i) your right to access and use the Services will immediately cease; (ii) any obligations that, by their nature, are intended to survive termination will so survive (including without limitation Sections 3.4, 4.3, 4.4, 4.5, 4.6, 4.7, 5, 7, 8, 9, and 10); (iii) any payment obligations accrued prior to termination remain owing; and (iv) Rolodexed may, but is not obligated to, retain or delete information associated with your account in accordance with the Privacy Policy and applicable law.
9. Governing Law; Dispute Resolution; Arbitration
9.1 Governing Law
These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms or the Services (each, a "Dispute"), are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
9.2 Informal Resolution
Before filing any formal proceeding, you agree to first attempt in good faith to resolve any Dispute informally by sending written notice to julian@rolodexed.ai with the subject heading "DISPUTE RESOLUTION NOTICE," describing the nature of the Dispute and the relief sought. The parties will use commercially reasonable efforts to resolve the Dispute within sixty (60) days of receipt of the notice. Any applicable limitations period will be tolled during the informal resolution process.
9.3 Binding Arbitration
If the Dispute is not resolved informally within sixty (60) days, the parties agree to resolve the Dispute by final and binding arbitration administered by the ADR Institute of Canada, Inc. under its then-current Arbitration Rules, except as modified by these Terms. The arbitration will be conducted by a single arbitrator, in English, in Toronto, Ontario, with proceedings conducted by videoconference unless the parties agree otherwise. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator will have authority to decide all issues, including arbitrability. Each party will bear its own legal fees and costs, and the parties will share the arbitrator's fees equally, except that the arbitrator may award fees and costs to the prevailing party as permitted by applicable law.
9.4 Class Action Waiver
YOU AND ROLODEXED EACH AGREE THAT ANY DISPUTE WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. IF THIS CLASS-ACTION WAIVER IS FOUND UNENFORCEABLE, THEN THE ENTIRETY OF THIS SECTION 9 WILL BE NULL AND VOID, BUT THE REMAINDER OF THESE TERMS WILL CONTINUE IN EFFECT.
9.5 Exceptions
Notwithstanding the foregoing, either party may: (i) bring a claim in small-claims court if it qualifies; and (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidentiality obligations, or Sections 4.5 (No-Circumvention) or 4.7 (Non-Solicitation). For claims excluded from arbitration, the parties consent to the exclusive jurisdiction of the courts located in Toronto, Ontario.
9.6 Quebec Residents
If you reside in the Province of Quebec, the requirements regarding arbitration and the class-action waiver in Sections 9.3 and 9.4 do not apply to the extent prohibited by applicable Quebec law, and the courts of the Province of Quebec will have non-exclusive jurisdiction over Disputes brought by you. To the extent permitted by Quebec law, the parties have expressly required that this agreement and all documents related thereto be drawn up in English. Les parties ont expressément exigé que la présente entente et tous les documents y afférents soient rédigés en anglais.
10. Miscellaneous
10.1 Entire Agreement
These Terms, together with the Privacy Policy and any applicable Order, constitute the entire agreement between you and Rolodexed concerning the Services, and supersede all prior or contemporaneous agreements, communications, and proposals, whether oral or written.
10.2 Severability
If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force and effect.
10.3 No Waiver
Rolodexed's failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Rolodexed.
10.4 Assignment
You may not assign or transfer these Terms or any rights or obligations hereunder without Rolodexed's prior written consent. Rolodexed may freely assign or transfer these Terms, in whole or in part, without restriction. Any purported assignment in violation of this Section is void.
10.5 Force Majeure
Rolodexed will not be liable for any delay or failure in performance caused by events beyond its reasonable control, including acts of God, governmental action, war, terrorism, civil unrest, labor disputes, pandemics, epidemics, fire, flood, power or telecommunications failures, third-party security incidents, or interruptions of the internet.
10.6 Independent Contractors
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties, and neither party has authority to bind the other.
10.7 Notices
Notices to Rolodexed must be sent to julian@rolodexed.ai or to such postal address as Rolodexed may designate. Notices to you may be given by email to the address associated with your account, by in-Service notice, or by other reasonable means. Notices are deemed given when sent.
10.8 Headings; Construction
Headings are for convenience only and do not affect interpretation. The words "include," "including," and similar terms are deemed to be followed by "without limitation." References to the singular include the plural and vice versa.
10.9 Contact
If you have questions about these Terms, please contact us at:
Aurelius Applications Inc. (d/b/a Rolodexed)
General inquiries: julian@rolodexed.ai
By using the Services, you acknowledge that you have read these Terms of Service, understood them, and agree to be bound by them.