T&T Compliance Shield Terms Of Service

1. Acceptance

These Terms of Service ('Terms') govern access to and use of the T&T Compliance Shield LTD website, AegisReview workflow, software tools, review files, templates, reports, and related services.

By accessing or using the services, you agree to these Terms. If you use the services on behalf of an organization, you represent that you are authorized to bind that organization. These Terms, together with any applicable Statement of Work ('SOW'), order form, Data Processing Addendum ('DPA'), and the Privacy Policy, form a binding agreement between Customer and Provider. If you do not agree to these Terms, you must not access or use the services.

Order Of Precedence. In the event of conflict, the following order of precedence applies unless an applicable document expressly states otherwise: (a) the SOW or signed order form controls solely as to service scope, deliverables, pricing, invoice timing, and expressly approved data categories; (b) these Terms control as to disclaimers, limitations of liability, indemnification, payment enforcement, and dispute resolution; and (c) the DPA controls as to data handling, retention, deletion, and security obligations, but only to the extent it expressly addresses the subject matter and unless the SOW expressly references and overrides the specific DPA provision. For purposes of this Section, 'data scope' means only the Tier and category of Customer data expressly approved for intake; it does not override DPA provisions on data handling, retention, deletion, security, subprocessors, incident response, unauthorized data, or Customer obligations unless the SOW expressly identifies the specific DPA section being overridden.

2. Services

Provider offers workflow support for AI hiring compliance file preparation, including public signal checks, guided intake, hiring-tool inventory support, vendor evidence gap organization, notice-readiness materials, template scaffolding, reports, review-status tracking, and counsel-ready file exports. These descriptions refer to workflow organization only and do not mean legal analysis, legal approval, legal sufficiency, regulatory clearance, or compliance certification.

Specific paid deliverables, data scope, pricing, and retention terms are governed by the applicable SOW, order form, invoice, or written agreement. 'Snapshot' means a point-in-time review report or record prepared as of its stated prepared date.

3. Not Legal Advice

Provider is not a law firm. The services do not constitute legal advice, legal opinions, attorney-client relationships, compliance certifications, bias-audit certifications, or final legal determinations.

Template language, notice scaffolding, evidence checklists, reports, and workflow trackers are operational aids for review. Final legal conclusions, notice language, policy commitments, and compliance decisions remain with Customer, Customer's HR/compliance team, and qualified counsel. Customer acknowledges that it has not relied on any statement, promise, or representation not expressly set forth in these Terms or in a signed agreement. No deliverable, template, checklist, notice scaffold, report, or handoff packet is intended for submission to any applicant, employee, vendor, regulator, court, agency, or public audience unless Customer's qualified counsel has independently reviewed and approved the final content.

4. No Guarantee Of Compliance

Use of the services does not guarantee compliance with Public Act 103-0804, the Illinois Human Rights Act, IDHR rules, the AI Video Interview Act, or any other applicable law.

Each Snapshot or report reflects information available as of the prepared date and may need update after changes in law, agency guidance, vendor facts, tool settings, or Customer workflows. Customer assumes sole and exclusive responsibility for its compliance with all applicable laws and for all hiring, employment, and business decisions. References to then-current law, rulemaking, agency guidance, or notice requirements are made only as of the prepared date and do not create any duty to monitor, update, warn, or supplement after delivery unless Provider is separately engaged in writing.

5. Customer Responsibilities

Customer is responsible for providing accurate information, confirming tool usage and enabled vendor features, reviewing outputs before use, complying with data-scope restrictions, and obtaining legal advice before relying on legal conclusions, notices, policies, or compliance decisions.

Customer must not submit prohibited Tier 3 data unless a separate written agreement authorizes that scope before receipt.

Customer represents and warrants that: (a) it owns or has obtained all rights, consents, and permissions necessary to submit all materials provided to Provider; (b) all submissions comply with the approved data scope; and (c) all information provided to Provider is accurate and complete. Any submission of Tier 3 or otherwise unauthorized data constitutes a material breach of these Terms by Customer. Customer is responsible for the configurations, permissions, user access, instructions, and retention choices it controls.

6. Data Processing And Sensitive Data

Unless separately agreed in writing, Customer must not submit applicant-level records, employee files, biometric data, protected-class demographic data, privileged legal communications, credentials, passwords, API keys, payroll, medical, government ID, SSN, banking, immigration, background-check, or raw HR dataset materials.

Tier 2 restricted business documents require signed scope, data handling terms, approved storage, named access, no-Tier-3 acknowledgment, and a retention deadline. For all purposes under these Terms, the Tier 1, Tier 2, and Tier 3 definitions in Section 2 of the DPA govern, and the 30-day default Tier 2 retention period stated in the DPA applies. Provider will not sell Customer data and will not use Customer data, Customer review files, submitted materials, or deliverables to train AI models unless Customer separately agrees in a signed writing; these restrictions do not limit Provider's rights to create, retain, and use aggregated, anonymized, or de-identified information under the DPA, the Privacy Policy, and Section 12A.

7. Accounts And Access

Customer is responsible for maintaining the confidentiality of account credentials and ensuring only authorized users access the workspace.

Provider may suspend or terminate access immediately, with or without notice, if Provider determines, in its sole judgment, that suspension or termination is warranted by security concerns, nonpayment, suspected misuse, prohibited data submissions, violation of these Terms, legal prohibition, or a third-party vendor's suspension or discontinuation of services Provider relies on. PROVIDER WILL HAVE NO LIABILITY FOR ANY DAMAGES, LOSSES, OR OTHER CONSEQUENCES THAT CUSTOMER OR ANY THIRD PARTY MAY INCUR AS A RESULT OF ANY SUSPENSION OR TERMINATION OF ACCESS. The no-liability language in this Section is subject only to the express non-limitable-liability carve-outs in Section 11. Third-party services, plug-ins, and integrations are governed by their own terms and are Customer's responsibility.

8. Intellectual Property

Provider retains ownership of its software, workflows, templates, reports, documentation structures, scanner logic, vendor evidence frameworks, and other proprietary materials.

Subject to payment and compliance with the agreement, Customer receives a limited, non-exclusive, non-transferable license to use delivered review materials for Customer's internal business review purposes. This license terminates automatically upon Customer's material breach of these Terms or failure to pay fees when due. Customer will not, and will not permit any third party to, reverse engineer, decompile, disassemble, benchmark for publication, replicate, train a competing model or workflow on, or otherwise use the services, deliverables, templates, scanner logic, workflow structures, or proprietary frameworks to build or support a competing product or service. For purposes of this Section, 'benchmark for publication' means externally distributed performance, accuracy, security, pricing, feature, comparative, or competitive testing or analysis of the services or deliverables, whether published publicly or shared with any third party. If Customer provides suggestions or feedback about the services, Provider may use that feedback without restriction or compensation. Customer will not include Customer data, confidential information, personal data, regulated data, privileged material, or Tier 2 or Tier 3 data in feedback; all feedback is non-confidential and is provided without restriction.

9. Fees

Fees are stated in the applicable SOW, order form, invoice, or written agreement. Fees are non-refundable unless required by law or expressly stated in writing. To dispute an invoice, Customer must notify Provider in writing within thirty (30) days after the invoice date, identifying the specific amount disputed and the basis for the dispute in reasonable detail; failure to do so irrevocably waives the dispute. This waiver does not apply to intentional billing fraud by Provider that Customer could not reasonably discover within the thirty (30) day period, provided Customer gives written notice within ten (10) days after discovery and continues to timely pay all undisputed amounts. Customer must timely pay all undisputed amounts.

Independent counsel review fees, if any, must be structured under counsel-approved terms and applicable professional-responsibility rules.

Amounts not paid when due accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. If any amount owed by Customer is thirty (30) or more days overdue, Provider may, without limiting its other rights and remedies, accelerate all unpaid fee obligations so that they become immediately due and payable, and suspend services until all such amounts are paid in full. Customer will reimburse Provider for all reasonable costs of collection, including reasonable attorneys' fees. Customer's payment obligations are absolute, non-cancelable, and not subject to setoff, recoupment, withholding, counterclaim, reduction, purchase-order condition, or Customer approval process, except to the extent a final non-appealable court judgment or a final arbitration award confirmed by a court of competent jurisdiction expressly requires otherwise. Provider rejects all pre-printed, click-through, portal, procurement, purchase-order, vendor-management, or other Customer terms not expressly signed by Provider's authorized representative; such terms are void, have no effect, and do not modify the agreement, even if Provider accepts payment, performs services, or references a purchase order number.

10. Disclaimers

THE SERVICES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE,' WITHOUT WARRANTY OF ANY KIND, EXCEPT AS EXPRESSLY STATED IN A SIGNED AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR SUFFICIENT FOR CUSTOMER'S LEGAL OR REGULATORY OBLIGATIONS. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY PROVIDER OR ITS PERSONNEL CREATES ANY WARRANTY. Trial, preview, launch, or beta features are provided as-is, are excluded from any Provider indemnity, and Provider's total liability arising from them will not exceed one hundred U.S. dollars (US $100). For any claim arising in whole or in part from a trial, preview, launch, beta, experimental, or evaluation feature, the one hundred U.S. dollar (US $100) cap in this Section applies to the portion of the claim arising from that feature and supersedes any higher cap elsewhere in these Terms; the caps do not stack. Provider has no obligation to retain trial or non-production data.

11. Limitation Of Liability

To the maximum extent permitted by law, Provider and its directors, officers, employees, contractors, advisors, affiliates, and agents will not be liable for indirect, incidental, special, consequential, exemplary, punitive, regulatory-penalty, lost-profit, lost-data, business-interruption, or legal-cost damages arising from or related to the services.

PROVIDER'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, WILL NOT EXCEED THE GREATER OF (A) ONE THOUSAND U.S. DOLLARS (US $1,000) OR (B) THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO PROVIDER FOR THE APPLICABLE SERVICE, UNLESS A SIGNED AGREEMENT STATES A DIFFERENT CAP.

THE LIMITATIONS IN THIS SECTION APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) TO LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY; (C) EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE; AND (D) EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTHING IN THESE TERMS LIMITS LIABILITY FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

The parties agree that the limitations in this Section 11 and in Section 10 are essential terms of these Terms and form an essential basis of the bargain, and that Provider would not provide the services without them. Provider's directors, officers, employees, contractors, advisors, affiliates, and agents are intended third-party beneficiaries of Section 10 and this Section 11. Customer's payment obligations, no-setoff obligations, invoice-waiver obligations, indemnification and defense obligations, collection-cost obligations, unauthorized-data reimbursement obligations, and obligations arising from Customer's misuse of Provider intellectual property or confidential information are independent obligations and are not subject to the liability cap or damages exclusions in this Section. For avoidance of doubt, the exclusions for regulatory-penalty, legal-cost, and similar damages do not exclude liability to the extent such liability cannot be limited or excluded under applicable law.

12. Indemnification

Customer will defend, indemnify, and hold Provider harmless from claims, damages, liabilities, losses, costs, and expenses arising from Customer's use of the services, Customer's submitted materials, Customer's violation of law, Customer's employment decisions, or Customer's breach of these Terms.

Provider will notify Customer of any claim subject to indemnification; however, failure to give prompt notice will not relieve Customer of its obligations except to the extent Customer is materially prejudiced by the failure. Provider may, at its option and at Customer's expense, assume the exclusive defense and control of any indemnified matter with counsel of Provider's choice, and Customer agrees to cooperate with the defense. Customer may not settle any indemnified claim without Provider's prior written consent. To the extent covered by this Section, indemnification is the sole and exclusive remedy between the parties for third-party claims.

12A. Confidentiality

Each party receiving non-public information of the other party that is marked confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure will use that information only to perform under the agreement, will protect it using at least reasonable care, and will disclose it only to personnel, contractors, advisors, or subprocessors with a need to know and confidentiality obligations at least as protective as this Section. The receiving party may disclose confidential information to the extent required by law, subpoena, or court order, provided that, if legally permitted, it gives prompt notice and reasonable cooperation at the disclosing party's expense. Neither party will use the other party's name, logo, or trademarks, or issue any public statement regarding the relationship, without the other party's prior written consent. Provider's creation, retention, and use of aggregated, anonymized, or de-identified information as permitted by the DPA or Privacy Policy does not violate this Section, provided the information does not identify Customer or any individual. Provider will not intentionally re-identify aggregated, anonymized, or de-identified information, and will not authorize any third party to do so, except to test or verify de-identification controls or as required by law. This Section survives termination.

13. Termination

Either party may terminate paid services as stated in the applicable SOW or written agreement. Provider may terminate or suspend access for nonpayment, prohibited data submissions, security concerns, or misuse.

Termination does not affect accrued payment obligations, confidentiality obligations, data deletion duties, liability limitations, or provisions that by their nature should survive. If Provider terminates for cause, Customer is not entitled to any refund. Upon termination, Customer will cease all use of Provider materials and, at Provider's request, destroy or return them. Sections 3, 4, 5, 8, 9, 10, 11, 12, 12A, 13, 14, and 17 survive any termination or expiration of these Terms.

14. Governing Law; Default, Notice And Cure; Mediation; Binding Arbitration

These Terms are governed by Illinois law, without regard to conflict-of-law principles. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions of this Section.

14.1 Notice Of Default; Cure Period. Before initiating any dispute-resolution proceeding, the party claiming a breach or default must deliver written notice of default to the other party by certified mail, return receipt requested, at the notice address stated in the applicable SOW or in Section 16, describing the alleged default in reasonable detail. Formal notice is deemed received on the earliest of actual delivery, refusal of delivery, the date shown as delivered or refused in postal records, or five (5) business days after proper deposit with the U.S. Postal Service by certified mail, return receipt requested, addressed to the notice address then in effect. A party that fails to keep its notice address current may not object that notice sent to its last designated address was ineffective. Courtesy email is optional and does not replace certified-mail notice. The party receiving notice will have thirty (30) days from receipt of the notice to cure the alleged default. No mediation, arbitration, or court proceeding subject to this Section may be commenced before the cure period expires or while a timely cure is being diligently completed. If a party commences a proceeding without first complying with this Section, the exclusive remedy is dismissal without prejudice or a stay pending compliance, on timely motion by the responding party. Any contractual or statutory limitations period applicable to the dispute, including the time bar in Section 14.6, is tolled from the date a compliant notice of default is received until the earliest of: (a) written settlement of the dispute; (b) the mediator's written notice that mediation has concluded; (c) forty-five (45) days after the mediation demand; (d) thirty (30) days after expiration of the cure period if no party serves a written mediation demand; or (e) written notice by either party, after a party fails or refuses to participate in mediation, that mediation is abandoned. No cure period extends beyond thirty (30) days unless the non-defaulting party agrees in a signed writing. Any written mediation demand must be served no later than five (5) business days after expiration of the cure period; an untimely mediation demand does not extend tolling.

14.2 Mediation. If the default is not cured within the cure period, the parties will first submit the dispute to non-binding mediation in Chicago, Illinois, before a single mediator jointly selected by the parties. Each party bears its own attorneys' fees and costs and one-half of the mediator's fees and expenses.

14.3 Binding Arbitration. If the dispute is not fully resolved within forty-five (45) days after the mediation demand, the dispute will be resolved exclusively by final and binding arbitration in Chicago, Illinois, before a single arbitrator administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction. Except for Provider's collection rights under Section 9, Customer's indemnification, defense, reimbursement, and payment obligations, sanctions or frivolous-claim awards expressly authorized by applicable law, court rule, or the applicable AAA rules for bad-faith, abusive, or patently frivolous conduct, and any non-waivable statutory fee-shifting, each party bears its own attorneys' fees, expert fees, and costs. Arbitration filing, administrative, arbitrator, and other AAA fees will be allocated as required by the applicable AAA rules, but the parties do not authorize discretionary fee-shifting beyond the exceptions stated in this sentence. Any award in favor of Customer is subject to the limitations in Section 11, and Customer's total recovery for all claims will not exceed the greater of one thousand U.S. dollars (US $1,000) or the amounts actually paid by Customer to Provider for the applicable service.

14.4 Class Action And Jury Trial Waiver. ALL DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY. CLASS ARBITRATIONS, CONSOLIDATED ARBITRATIONS, CLASS ACTIONS, AND REPRESENTATIVE ACTIONS ARE PROHIBITED, AND EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY. If a finding of partial unenforceability of this Section 14 would permit class or consolidated arbitration, this entire Section 14 is unenforceable in its entirety.

14.5 Exceptions. This Section 14 does not prevent: (i) either party from bringing an individual claim in small claims court; or (ii) Provider from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information, or from bringing a court action to collect unpaid fees.

14.6 Time Bar. To the maximum extent permitted by law, any claim arising from or related to these Terms or the services must be noticed under this Section 14 within one (1) year after the claim arose, or it is forever barred. This is a contractual claim-notice condition and limitations defense, not a waiver of any non-waivable statutory right, mandatory limitations period, or equitable tolling rule that applicable law prohibits the parties from modifying. This period is tolled only as stated in Section 14.1.

15. Changes

Provider may update these website Terms from time to time by posting the updated version and, for material updates, by sending notice to the email address associated with Customer's account or most recent order. Material updates become effective thirty (30) days after notice and apply only prospectively, except that terms governing optional new functionality apply when Customer first uses that new functionality. No update will retroactively apply to a dispute already noticed under Section 14 or to a signed SOW except to the extent the signed SOW expressly permits such update. Customer's continued use of the services after the effective date constitutes acceptance of the update. If Customer does not agree, Customer's exclusive remedy is to stop using the services before the effective date. For website visitors or other persons for whom Provider has no email address on file, posting the updated Terms on the website is the only required notice, and continued access to or use of the website or services after the updated effective date constitutes acceptance. Purchases are not contingent on future functionality, roadmap statements, or public comments. Signed SOWs or written agreements control over conflicting website terms for the applicable paid engagement.

16. Contact

Questions about these Terms may be sent to tony@ttcomplianceshield.com. Website: ttcomplianceshield.com.

Notices of default under Section 14 must be sent by certified mail, return receipt requested, to: T&T Compliance Shield LTD, Attn: Legal, [Provider notice address], with a courtesy copy by email to tony@ttcomplianceshield.com; provided, however, that the courtesy email does not by itself constitute formal notice. Notices to Customer will be sent to the address stated in the applicable SOW or order form.

17. Miscellaneous

Assignment. Customer may not assign these Terms without Provider's prior written consent; Provider may assign these Terms to an affiliate or to a successor in connection with a merger, acquisition, or sale of assets. Independent Contractors. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, agency, or fiduciary relationship. Force Majeure. Provider is not liable for any delay or failure to perform resulting from causes beyond its reasonable control; force majeure does not excuse Customer's payment obligations. Entire Agreement. These Terms, together with the applicable SOW, order form, DPA, and Privacy Policy, constitute the entire agreement between the parties regarding the services and supersede all prior discussions and agreements on that subject. Severability. If any provision of these Terms is held unenforceable, it will be limited to the minimum extent necessary and the remaining provisions will remain in full force and effect, except as stated in Section 14.4. No Waiver. Failure to enforce any provision is not a waiver of the right to enforce it later. No Third-Party Beneficiaries. Except as expressly stated in Section 11, these Terms create no third-party beneficiary rights. Export Control. Customer may not use or export the services in violation of applicable sanctions or export-control laws.