Terms and Conditions

Welcome to Upstack.AI! These Terms and Conditions ("Terms") govern your access to and use of the Upstack.AI platform, including WorkLab (our AI-powered Applicant Tracking System) and LearnLab (our AI-powered Learning Management System), together with all related websites, APIs, integrations, content, and services (collectively, the "Services"). The Services are operated by Upstack AI FZ-LLC ("Upstack.AI", "we", "us", or "our"). Please read these Terms carefully before using the Services.

1. Acceptance of Terms

By accessing, registering for, or using any part of the Services, you agree to be bound by these Terms, our Privacy Policy, and any plan-specific terms or order forms you have signed with us. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization, and references to "you" include both you and that organization. If you do not agree, you may not use the Services.

2. The Services: WorkLab & LearnLab

The Upstack.AI platform provides two integrated modes that may be enabled separately or together depending on your plan:

• WorkLab (ATS): AI-assisted recruitment tooling, including AI-generated job descriptions, multi-stage assessment pipelines (eligibility screening, AI chatbot interviews, technical quizzes, voice interviews, identity verification), candidate analytics, and the public assessment links candidates use to apply.
• LearnLab (LMS): AI-assisted learning tooling, including the course builder, document and content generation, the assessment and quiz builder, the interactive content builder (simulations, drag-and-drop activities, virtual labs, etc.), the content library, and learner analytics.

Some features (for example voice interviews, certain interactive elements, or specific AI models) may be offered in Beta or as previews. Beta features are provided on an "as is" basis, may change or be withdrawn without notice, and are not covered by the SLA in Section 12.

3. Eligibility

You must be at least 18 years old to register an administrator, recruiter, or instructor account. Candidates and learners under 18 may use the Services only where their organization has obtained appropriate parental or guardian consent and has authority to process their data. Organizations may create accounts for their employees, candidates, instructors, or students provided they have the necessary authorization to do so.

4. User Accounts

• You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account, including activity by users you invite (recruiters, instructors, reviewers, and so on).
• You agree to provide accurate, current, and complete information and to keep it updated.
• You must notify us immediately at [email protected] of any unauthorized use of your account or suspected security incident.
• Account sharing across distinct individuals is not permitted on per-seat plans. Each named user must use their own credentials.

5. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You must not, and must not permit any user, candidate, or learner to:

• Use the Services to create, upload, store, share, or distribute content that is illegal, infringing, defamatory, harassing, hateful, sexually exploitative, or otherwise harmful.
• Use WorkLab to discriminate against candidates on the basis of any protected characteristic, or to make sole-source automated employment decisions in a way that is unlawful in your jurisdiction.
• Use LearnLab to facilitate academic misconduct, cheating on third-party assessments, or to misrepresent AI-generated material as the original work of an individual where that is prohibited.
• Attempt to circumvent, disable, reverse engineer, or interfere with any security, rate-limiting, billing, or integrity feature of the Services (including AI integrity monitoring, copy/paste protection, identity verification, or watermarking).
• Probe, scan, or test the vulnerability of the Services, or breach any authentication or security measures, except under a written authorization from us.
• Submit content you do not have the right to use, or content for which you have not obtained the consents required under applicable data protection law.
• Use the Services to train a competing AI model, to scrape our outputs at scale, or to resell or sublicense the Services without our prior written consent.
• Upload malware, run automated bots against assessment links, or otherwise interfere with assessments completed by other candidates or learners.

6. Fair Usage Policy

Plans that are advertised as "unlimited", "included", or with high usage caps are subject to a Fair Usage Policy. The intent is to give normal individual or organizational users generous headroom while preventing a small number of users from degrading the platform for everyone else. Fair use is measured against typical patterns for your plan tier and may include, without limitation:

• The number of jobs, assessments, courses, documents, quizzes, and interactive elements created per period.
• The number of candidate or learner sessions, assessment completions, or graded submissions per period.
• The volume of AI generation requests (job descriptions, interview plans, course indexes, document generation, content expansion, interactive activity generation, chatbot turns, voice interview minutes, image or media generation).
• The amount of storage used by uploaded files (CVs, reference documents, course source materials, branding assets) and generated artifacts.
• The volume of API, webhook, or export traffic, including bulk downloads from the Library or Analytics.
• Concurrent sessions, parallel generations, and request bursts.

If your usage materially exceeds typical fair use for your plan, we may contact you to discuss a more appropriate plan, apply soft caps, or — for sustained or extreme overages — apply the throttling, suspension, or termination measures described in Sections 7 and 8.

7. Throttling, Rate Limits & Service Restrictions

To protect platform stability, fairness, and security, we may throttle, queue, degrade, or temporarily restrict access to specific features without prior notice when reasonably necessary. Examples of conditions that may trigger throttling or restrictions include:

• Exceeding documented or fair-use limits on AI generations, requests, storage, or seats.
• Unusual request bursts, scripted/automated activity, or patterns indicative of scraping.
• Repeated failed authentication attempts, suspected credential sharing, or suspected account takeover.
• Suspected abuse of assessment links, including bot traffic, mass-generated candidate accounts, or attempts to manipulate scoring or AI integrity monitoring.
• Upload of files that fail virus, malware, or content-safety scans.
• Spikes that threaten the availability or performance of upstream AI providers, infrastructure, or other tenants.
• Pending verification of billing, identity, or organization details for new or upgraded accounts.

Where reasonably possible, we will surface a clear error or notice in the product. Throttling is intended as a protective and corrective measure; once the underlying condition is resolved, normal limits are restored.

8. Suspension & Termination for Abuse

We may suspend or terminate your access to all or part of the Services, in whole or in part, with or without notice, where we reasonably believe that:

• You have breached these Terms, the Acceptable Use rules in Section 5, or the Fair Usage Policy in Section 6.
• Your account is being used to abuse, harass, defraud, or endanger other users, candidates, learners, or third parties.
• Your account is involved in fraudulent payments, chargebacks, stolen payment instruments, or unpaid invoices.
• Your use creates a security, legal, regulatory, or reputational risk to Upstack.AI, our infrastructure providers, or other customers.
• We are required to do so by law, court order, or a binding request from a competent authority.
• Your account has been inactive for an extended period, in which case we will give reasonable notice before suspension or deletion.

For non-urgent issues we will normally try to contact you first and give you an opportunity to cure the issue. For urgent issues — such as active abuse, security incidents, or legal demands — we may act first and notify you afterwards. Suspension does not relieve you of your obligation to pay outstanding fees, and we may withhold or delete data associated with terminated accounts subject to Section 14.

9. Candidate, Learner & Third-Party Data

• When you use WorkLab, you act as the controller of candidate personal data (CVs, contact details, interview transcripts, scores, ID verification artifacts) and Upstack.AI acts as your processor.
• When you use LearnLab, you act as the controller of learner personal data (course progress, quiz submissions, grading, integrity flags) and Upstack.AI acts as your processor.
• You are responsible for providing candidates and learners with appropriate notices, lawful basis, and consent (including for AI-assisted assessment, voice interviews, and identity verification) as required under GDPR, the EU AI Act, UAE PDPL, and other applicable laws.
• You must not upload special categories of personal data (e.g., health, biometric data beyond what the identity verification feature requires, political opinions) unless you have a clear lawful basis and have configured the platform appropriately.

10. AI-Powered Features

• The Services use artificial intelligence to generate job descriptions, interview plans, course content, assessment questions, interactive activities, candidate scoring, integrity flags, and analytics insights.
• AI outputs are produced probabilistically and may be incomplete, inaccurate, outdated, biased, or otherwise unsuitable for your purpose. They are intended to assist, not replace, human decision-making. You must have qualified personnel review AI-generated assessments, scores, content, and recommendations before any consequential decision is made (for example, hiring, rejecting, promoting, grading, certifying, or publishing material to learners or the public). Sole reliance on AI outputs is at your own risk.
• Candidates and learners have the right to be informed when AI is being used to assess them and may, where applicable law requires, request human review of AI-assisted decisions. You — not Upstack.AI — are responsible for providing those notices and for handling such requests.
• We continuously improve our AI models but make no warranty that outputs will be accurate, unbiased, deterministic, complete, fit for purpose, free of third-party rights, or that the same input will produce the same output over time.
• The Services do not provide legal, medical, financial, employment, immigration, educational accreditation, or other professional advice. Outputs must not be relied on as such.

11. Intellectual Property

• All intellectual property rights in the Services, including the WorkLab and LearnLab products, AI models, prompts, assessment frameworks, interactive component templates, software, and documentation, are owned by Upstack AI FZ-LLC or our licensors.
• You retain ownership of the content you input into the Services (job inputs, branding assets, course source materials, uploaded files). By using the Services, you grant Upstack.AI a worldwide, non-exclusive, royalty-free license to host, store, process, and transmit that content solely as necessary to provide and improve the Services.
• Subject to your plan and these Terms, you own the AI-generated outputs produced specifically for your account (e.g., your generated job description, your generated course). You are responsible for reviewing those outputs before publishing or relying on them.
• Question banks, default assessment frameworks, interactive component templates, and other materials provided by Upstack.AI remain our intellectual property and may not be reproduced, redistributed, or used outside the Services without our written permission.

12. Service Level & Availability (SLA)

We design Upstack.AI to be highly available, with redundant infrastructure and continuous monitoring. We target 99.5% monthly uptime for the core platform (login, dashboard, Library, candidate and learner assessment links). In practice we expect very little downtime on the core platform.

However, the Services rely on a number of individual tools and third-party AI providers (for AI generation, voice, identity verification, file processing, email, and so on). From time to time, an individual tool or feature may experience a temporary outage or degraded performance even while the rest of the platform is healthy. Examples include AI generation queues, the voice interview feature, document or interactive content generation, the job scraper, and similar tools.

• Core platform incidents (login, dashboards, candidate and learner assessment access) are treated as our highest priority and we aim to restore service within a few hours.
• Individual tool outages (e.g., a specific AI generator or beta feature) are typically restored or worked around within a reasonable time frame, generally within the same business day.
• If an outage is expected to exceed a reasonable time frame, or affects a meaningful portion of our customers, we will communicate by email to affected administrators with the nature of the issue, our estimated time to resolution, and any recommended workaround.
• Once resolved, significant incidents are followed up with a brief post-incident note where appropriate.

Excluded from the SLA are: scheduled or emergency maintenance, Beta or preview features, issues caused by your acts, omissions, configurations, integrations, or content, internet or last-mile connectivity issues, force majeure events, failures or degradation of upstream AI providers, identity verification providers, email/SMS providers, payment processors, hosting providers, or any other third-party service we depend on, and suspensions or restrictions properly applied under Sections 7 or 8. The commitments in this Section 12 are our sole and exclusive obligation, and your sole and exclusive remedy, in relation to availability or performance of the Services. We do not provide service credits, refunds, or other compensation for downtime beyond what is expressly agreed in a signed order form.

13. Payment & Subscription

• Paid plans are billed in advance on a monthly or annual basis, in the currency stated on your order form or invoice. All fees are exclusive of taxes, which you are responsible for.
• Quotes issued by Upstack.AI are valid for the period stated on the quote and are subject to these Terms unless explicitly overridden in a signed agreement.
• Usage above the limits included in your plan (including AI generation overages, additional seats, or storage) may be billed separately at the rates in effect at the time of overage.
• Failure to pay invoices by the due date may result in late fees, throttling, or suspension of the Services as described in Sections 7 and 8.
• Refunds may be provided at our discretion or where required by applicable law. Annual plans are non-refundable except where required by law.

14. Termination & Data Retention

• You may terminate your account at any time by contacting [email protected]. Termination takes effect at the end of your current billing period unless we agree otherwise in writing.
• We may terminate these Terms in line with Section 8 or for our convenience on reasonable prior notice.
• On termination, your right to use the Services ceases immediately. We will retain your data for a reasonable period (typically up to 90 days) to allow for export, then securely delete it, except where we are required to retain it for legal, regulatory, or anti-fraud purposes.
• Sections that by their nature should survive termination (including IP, confidentiality, payment of accrued fees, disclaimers, indemnification, limitation of liability, and governing law) will survive.

15. Data Protection, GDPR & Privacy

• We process personal data in line with applicable data protection laws, including the GDPR for users in the European Union and the UAE Personal Data Protection Law (PDPL).
• Where we act as your processor, our processing is governed by these Terms together with our Data Processing Addendum, which is available on request and incorporated by reference for customers who require it.
• Data subjects have the right to access, rectify, erase, restrict processing, and port their personal data, and to object to processing. Customers are responsible for handling data subject requests as the controller; we will provide reasonable assistance.
• Please refer to our Privacy Policy for more details on what we collect, how we use it, and how we protect it.

16. EU AI Act Alignment

• Where WorkLab is used to analyse job applications, evaluate or score candidates, or otherwise support recruitment and selection, we design and document our systems to align with the EU AI Act's requirements, including transparency, human oversight, bias mitigation, data governance, accuracy, and security. This is alignment by design; it is not a certification, conformity assessment, or CE marking, and references to the EU AI Act on our website and marketing materials should be read accordingly.
• Upstack.AI's AI-powered assessment and learning tools are designed with transparency, fairness, and human oversight in mind, in line with the EU AI Act.
• WorkLab AI features that may be used in employment-related decisions are positioned to assist, not replace, human reviewers. When you use these features you act as the deployer under the EU AI Act. You are responsible for configuring the platform and your hiring process so that consequential decisions are reviewed by qualified humans, and for meeting the deployer obligations that apply to you.
• We maintain documentation of our AI systems, conduct risk assessments, run bias and fairness reviews of our models, and implement safeguards including AI integrity monitoring, copy/paste protection, and identity verification.
• Candidates and learners are informed when AI is being used and, where applicable, may request human review of AI-assisted decisions.

17. Marketing Communications

• By creating an account, you agree that we may use your email address to contact you regarding product updates, new features, incident notifications, and service improvements.
• We may also send occasional marketing communications about relevant products and services. You can opt out of marketing at any time via the unsubscribe link or by contacting [email protected].
• Essential service communications (security alerts, account notifications, incident and maintenance notices, billing, and Terms updates) are not marketing and will continue regardless of your marketing preferences.

18. Third-Party Services

The Services rely on, integrate with, or expose features powered by third-party providers, including AI model providers, identity verification, voice and speech services, hosting and infrastructure providers, payment processors, email and SMS providers, and authentication providers (e.g., Google, Microsoft, LinkedIn). Use of these features is also subject to the relevant third-party terms. We are not responsible for the acts, omissions, availability, accuracy, security, or content of any third-party service, and any interruption, change, deprecation, or discontinuation of a third-party service that affects the Services is outside our control and excluded from our liability and the SLA.

19. Disclaimers

• The Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, Upstack.AI and its affiliates, licensors, and suppliers expressly disclaim all warranties, conditions, and representations of any kind, whether express, implied, or statutory, including warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, accuracy, completeness, reliability, security, freedom from harmful code, and that the Services will be uninterrupted, timely, error-free, or that defects will be corrected.
• We make no warranty regarding the accuracy, suitability, lawfulness, or outcome of any AI-generated output, candidate score, learner grade, integrity flag, recommendation, or analytics insight produced by the Services.
• The Services are not a system of record for legal, regulatory, employment, immigration, accreditation, or compliance purposes. You are responsible for keeping your own authoritative records and for backing up content you upload to or generate within the Services.
• Upstack.AI is not a party to any relationship between you and your candidates, learners, employees, students, or other end users, and is not responsible for any decision made by you, your reviewers, or any third party based on Platform outputs.
• No advice or information, whether oral or written, obtained from Upstack.AI or through the Services creates any warranty not expressly stated in these Terms.

20. Limitation of Liability

To the fullest extent permitted by applicable law:

• In no event shall Upstack AI FZ-LLC, its affiliates, or their respective directors, officers, employees, agents, licensors, or suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, contracts, anticipated savings, goodwill, reputation, opportunity, or for any loss, corruption, or inaccuracy of data or content, however arising, whether in contract, tort (including negligence), statute, or otherwise, and whether or not we have been advised of the possibility of such damages.
• Without limiting the foregoing, we are not liable for any damages arising from: (i) your or any third party's reliance on AI-generated outputs; (ii) hiring, rejection, promotion, grading, certification, disciplinary, or other decisions made using the Services; (iii) loss of access to, or accuracy of, candidate, learner, assessment, course, or analytics data; (iv) third-party services, providers, or integrations; (v) unauthorized access to or alteration of your account or data, except where caused by our gross negligence or willful misconduct; (vi) outages, throttling, suspensions, or restrictions applied under these Terms; or (vii) Beta or preview features.
• Our total aggregate liability under or in connection with these Terms and the Services, regardless of the form of action or theory of liability, shall not exceed the fees actually paid by you to Upstack.AI for the affected Service in the three (3) months immediately preceding the event giving rise to the liability. For free, trial, or unpaid use, our aggregate liability shall not exceed one hundred US dollars (USD 100).
• Multiple claims do not enlarge this cap. The exclusions and caps in this Section 20 apply even if a remedy fails of its essential purpose, and reflect a reasonable allocation of risk between the parties that is reflected in the pricing of the Services.
• Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

21. Indemnification

You agree to defend, indemnify, and hold harmless Upstack AI FZ-LLC, its affiliates, and their respective directors, officers, employees, agents, licensors, and suppliers from and against any and all claims, demands, investigations, damages, liabilities, losses, fines, penalties, and reasonable expenses (including legal fees) arising from or related to: (a) your use of, or inability to use, the Services; (b) any content, data, or instructions you (or your users, candidates, or learners) submit to or generate through the Services; (c) decisions you or any third party make using the Services, including hiring, rejection, grading, or certification decisions; (d) your breach of these Terms or any representation, warranty, or covenant in them; (e) your violation of any law, regulation, or third-party right, including intellectual property, privacy, data protection, employment, anti-discrimination, or consumer protection rights; (f) any claim brought by a candidate, learner, employee, student, or other end user related to your use of the Services; or (g) your failure to provide notices, obtain consents, or maintain a lawful basis required for the personal data you process through the Services.

22. Force Majeure

Neither party shall be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, sanctions, public health emergencies, natural disasters, fire, flood, power or telecommunications failures, internet or hosting outages, denial-of-service or other cyberattacks, failures of upstream AI or infrastructure providers, or labor disturbances.

23. No Third-Party Beneficiaries

These Terms are for the sole benefit of you and Upstack.AI. They do not create any rights, remedies, or causes of action for any candidate, learner, employee, student, end user, or other third party. Candidates and learners interacting with the Services do so under your account and governance, and any claims they may have are between them and you.

24. Changes to the Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email or through the Platform at least 14 days before the changes take effect, unless a shorter period is required for legal, regulatory, or security reasons. Your continued use of the Services after changes take effect constitutes your acceptance of the revised Terms.

25. Governing Law & Disputes

These Terms are governed by and construed in accordance with the laws of the United Arab Emirates, specifically the Ras Al Khaimah Economic Zone, without regard to conflict of law principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. The courts of Ras Al Khaimah shall have exclusive jurisdiction over any dispute arising under or in connection with these Terms, except that we may seek injunctive or equitable relief in any competent jurisdiction to protect our intellectual property, confidential information, or the security of the Services.

26. General

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified only to the minimum extent necessary to make it enforceable. Our failure to enforce any right or provision is not a waiver of that right or provision. You may not assign or transfer these Terms without our prior written consent; we may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets. These Terms, together with any order form, Data Processing Addendum, and our Privacy Policy, constitute the entire agreement between you and Upstack.AI regarding the Services and supersede all prior agreements and understandings on the subject.

27. Contact Us

If you have any questions about these Terms, our Fair Usage Policy, the SLA, or anything else, please contact us at:

• General: [email protected]
• Support & incidents: [email protected]
• Sales & quotes: [email protected]

Upstack AI FZ-LLC
FOAM2471, Compass Building
Al Shohada Road, AL Hamra Industrial Zone-FZ
Ras Al Khaimah, United Arab Emirates