Terms of Service

1. Eligibility

You must be at least 18 years old and legally able to enter into a contract. If you use the Service on behalf of an organisation, you represent that you are authorised to bind that organisation, and “you” refers to both you and that organisation.

The Service is not directed to children. We do not knowingly permit anyone under 18 to register.

2. What the Service is — and what it is not

The Service generates short skill assessments, evaluates the resulting code, audio, video and interaction data using automated and machine-learning systems, and where the result meets a threshold, issues a non-transferable credential recorded on a public blockchain.

The Service is an information tool. It does not provide, promise, guarantee or procure employment, engagement or any commercial outcome. Nothing in the Service constitutes a certification of professional competence recognised by any regulator, licensing body or educational authority, and it is not a substitute for professional qualification, licensure or background screening.

3. Accounts and security

You must provide accurate information and keep it current. You are responsible for all activity under your account and for maintaining the confidentiality of your credentials.

Notify us promptly at the address in Section 20 if you believe your account has been compromised. We may suspend an account we reasonably believe has been compromised or used in breach of these Terms.

4. Credits

The Service is paid for in credits. A credit is a limited, revocable, non-exclusive licence to access a unit of the Service. It is not currency, not a deposit, not electronic money, not a security, and not a crypto-asset. It carries no cash value, cannot be redeemed for cash, and cannot be transferred, sold or exchanged.

• Credits expire twelve (12) months after the date they are added to your balance, except where applicable law prohibits expiry.
• Purchases are final and non-refundable except where a refund is required by applicable law, or where we choose to grant one at our sole discretion.
• Promotional or complimentary credits may be modified, revoked or expired at any time.
• Credits are consumed when an assessment is generated or a report is unlocked. A result you do not like is still a delivered service and is not grounds for a refund.
• We may change prices and credit costs prospectively. Changes do not affect credits already purchased.

5. Payments, taxes and chargebacks

Payments are processed by third-party payment processors. We do not store full payment card details. Your use of those processors is subject to their own terms.

Prices exclude taxes unless stated. You are responsible for all applicable taxes, duties and levies other than taxes on our net income.

If you initiate a chargeback or payment dispute without first contacting us, we may suspend your account and revoke unconsumed credits pending resolution.

5A. Business customers and employment decisions

This section applies to any organisation using the Service to assess candidates. It is central to the allocation of risk between us.

You alone are the decision-maker in any hiring, engagement, promotion or other employment-related decision. We supply assessment output; we do not make, participate in, recommend or approve any decision about any individual, and we are not an employment agency, staffing provider or consumer reporting agency.

• You are solely responsible for compliance with all laws applicable to your use of the Service, including employment, anti-discrimination, equal opportunity, data protection, biometric privacy, accessibility, and any law governing automated employment decision tools, bias auditing, candidate notice or accommodation.
• You are responsible for obtaining any consent, notice, disclosure or accommodation your jurisdiction requires from candidates before directing them to the Service.
• You must not use assessment output as the sole basis for an adverse decision, and you must provide any human review your jurisdiction requires.
• You must not use the Service to assess anyone without their knowledge, or to infer characteristics unrelated to the skill being assessed.

6. Assessment integrity and proctoring

Assessments involve monitoring. This may include camera and microphone capture, interaction telemetry, and analysis intended to detect impersonation, external assistance or other conduct that undermines the result.

You consent to that monitoring when you begin an assessment. The Privacy Policy describes what is processed, where, and for how long. If you do not consent, do not begin an assessment.

You must not misrepresent your identity, allow another person to complete an assessment for you, use unauthorised assistance, or attempt to obtain, reverse-engineer or distribute assessment content or scoring logic. We may void any credential obtained in breach of this section, without refund.

7. Automated evaluation

Assessments are scored by automated systems, including third-party machine-learning models. Automated evaluation is probabilistic. Scores are estimates produced by a model from a limited sample of behaviour under time pressure; they are not statements of fact about you, your abilities, your character or your integrity, and they may be wrong.

We do not warrant that any score, integrity indicator or report is accurate, complete, reliable, reproducible, free from bias, or fit for any decision you or anyone else may base upon it.

Where you believe a result is materially wrong, you may contact us and we will review it. Where applicable law grants you a right to human review of an automated decision, we will honour it.

8. Credentials, blockchain and irreversibility

Where an assessment is passed, a non-transferable token is recorded on a public blockchain and its associated metadata is stored on a decentralised storage network.

You acknowledge and accept the consequences of that design, which we cannot undo:

• Public blockchains and decentralised storage networks are operated by independent third parties. We do not control them, cannot guarantee their availability, and are not responsible for their behaviour, forks, downtime, congestion or discontinuation.
• A record written to such a network is permanent. We cannot edit it, recall it, or delete it. Revoking a credential means publishing a revocation, not erasing history.
• The wallet associated with your account is generated and secured by a third-party provider. Loss of access to your account or that provider may mean permanent loss of access to your credentials.
• Nothing issued through the Service is offered as, or intended to be, an investment, a security, or a tradeable asset. Credentials are non-transferable by design and have no market value.

9. Public profile

You choose what to publish on your profile. Anything you publish may be viewed, indexed and copied by third parties, including search engines and employers, and may persist in caches and archives after you remove it.

10. Acceptable use

You must not, and must not permit anyone else to:

• Use the Service unlawfully, or to infringe or misappropriate anyone's rights;
• Scrape, crawl, harvest or bulk-extract data from the Service, or use it to build a competing product or to train a machine-learning model;
• Circumvent, disable or interfere with security, rate limiting, proctoring or access controls;
• Upload malware, or attempt to gain unauthorised access to any system or account;
• Submit content that is unlawful, defamatory, infringing, or that you lack the right to submit;
• Resell, sublicense or commercially exploit the Service except as expressly permitted.

11. Intellectual property

The Service, including its software, assessment content, scoring methodology, models, designs, trademarks and the MeritLink name and marks, is owned by Urbicode Services LLC or its licensors and is protected by intellectual property law. We grant you a limited, revocable, non-exclusive, non-transferable licence to use the Service in accordance with these Terms. No other right is granted.

You retain ownership of the content you submit. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, process, reproduce and analyse that content to operate, secure and improve the Service, and to produce and verify your credentials. This licence survives to the extent necessary for records we are required to retain or that are permanently recorded as described in Section 8.

If you send us feedback or suggestions, we may use them without restriction or compensation.

12. Third-party services

The Service depends on third parties for authentication, payments, transcription, model inference, identity verification, wallet infrastructure, blockchain networks and storage. We are not responsible for their acts, omissions, availability, pricing or terms, and their failure may interrupt the Service.

13. Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT RESULTS WILL BE ACCURATE OR RELIABLE, OR THAT ANY CREDENTIAL WILL BE RECOGNISED OR ACCEPTED BY ANY THIRD PARTY.

Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, the exclusions above apply to the fullest extent permitted, and you may have rights that these Terms cannot limit.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER Urbicode Services LLC NOR ITS AFFILIATES, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR — WITHOUT LIMITATION — ANY LOSS ARISING FROM A HIRING, ENGAGEMENT OR EMPLOYMENT DECISION, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, ON ANY THEORY OF LIABILITY, WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (US$100).

These limitations apply even if a remedy fails of its essential purpose, and they reflect an agreed allocation of risk that is a basis of the bargain between us. Some jurisdictions do not allow certain limitations; in those, our liability is limited to the fullest extent permitted.

15. Indemnification

You will defend, indemnify and hold harmless Urbicode Services LLC and its affiliates, members, officers, directors, employees, contractors, agents and licensors from and against any claim, demand, proceeding, loss, liability, damage, fine, penalty, cost and expense (including reasonable legal fees) arising out of or relating to:

• your use of the Service;
• your breach of these Terms or of any applicable law;
• content you submit or publish;
• any employment, hiring or engagement decision you make, including any claim of discrimination, unfair treatment or failure to accommodate;
• your failure to obtain any consent or provide any notice required by law from a candidate you direct to the Service;
• any claim by a third party that arises from your conduct.

16. Dispute resolution, arbitration and class action waiver

Please read this section carefully. It changes how disputes between us are resolved.

Informal resolution first. Before starting a formal proceeding, you agree to contact us at the address in Section 20 and to attempt in good faith to resolve the dispute for sixty (60) days.

Binding arbitration. If we cannot resolve it, any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration, rather than in court, except that either party may bring an individual claim in small claims court, and either party may seek injunctive relief in court to protect intellectual property or confidential information.

Class action waiver. YOU AND WE EACH WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, AND ANY RIGHT TO A TRIAL BY JURY. The arbitrator may not consolidate claims or preside over any form of representative proceeding.

Your right to opt out. You may opt out of this arbitration agreement by sending written notice within thirty (30) days of first accepting these Terms to the address in Section 20, stating your name and your intent to opt out. Opting out does not affect any other part of these Terms.

If the class action waiver is held unenforceable as to a particular claim, that claim is severed from arbitration and proceeds in court; the remainder stays in arbitration.

Consumers in jurisdictions where this section is not enforceable, including where mandatory local consumer protection law provides otherwise, keep the rights that law gives them.

17. Suspension and termination

You may stop using the Service at any time. We may suspend or terminate your access, with or without notice, if we reasonably believe you have breached these Terms, created risk or legal exposure for us or others, or where required by law.

On termination, unconsumed credits are forfeited unless applicable law requires otherwise. Credentials already recorded on a public blockchain remain recorded, for the reasons in Section 8. Sections that by their nature should survive — including Sections 4, 8, 11, 13, 14, 15, 16 and 18 — survive termination.

18. Governing law and venue

These Terms are governed by the laws of the jurisdiction in which Urbicode Services LLC is organised, without regard to its conflict of law rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods.

Subject to Section 16, the courts of that jurisdiction have exclusive jurisdiction. Nothing in this section deprives a consumer of the protection of mandatory law in their country of residence.

19. General

Changes. We may amend these Terms. Material changes take effect no sooner than thirty (30) days after we post them or notify you, and continued use after that date is acceptance. If you do not accept, stop using the Service.

Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary or severed, and the rest remains in force.

No waiver. Our failure to enforce a provision is not a waiver of it.

Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.

Force majeure. Neither party is liable for failure to perform due to causes beyond its reasonable control, including network failures, blockchain unavailability and acts of third-party providers.

Entire agreement. These Terms and the Privacy Policy are the entire agreement between us regarding the Service and supersede all prior understandings.

No third-party beneficiaries, except that the parties indemnified under Section 15 may enforce it.

20. Contact

Urbicode Services LLC — legal@meritlink.pro. Notices to us must be sent to that address and are effective on receipt.