Fernain Terms of Service

The complete document

1. Who These Terms Cover

These Terms of Service ("Terms") govern the Fernain websites, software, and related services that identify these Terms as applicable (the "Services"), provided by Fernain LLC ("Fernain," "we," "us," or "our").

A Customer is the organization or individual that orders or subscribes to a Service. A User is an individual who accesses a Service, including an administrator, member, employer representative, candidate, or other participant. "You" means the Customer or User to whom a provision applies. A User does not become an organization's contracting representative simply by joining its community, applying for a job, or using its workspace.

You agree to these Terms through an acceptance process that presents them and records your agreement, or through a signed agreement that incorporates them. If you accept for an organization, you must have authority to bind it. A User accepting for themselves does not bind another person or organization. Visiting a website alone does not establish authority to contract for an organization.

An applicable signed agreement controls over these Terms to the extent of a conflict. A product supplement or order may vary these Terms only where it clearly identifies the variation. A data-processing agreement ("DPA") controls conflicts about processing personal information on a Customer's behalf. No document overrides rights or obligations that applicable law does not permit the parties to exclude. The Fernain Privacy Policy explains personal-information practices; accepting these Terms is not blanket consent to every processing activity.

2. Services and Permission to Use Them

Fernain develops software for membership organizations and teams. Offerings may include branded career centers and marketplaces through Fernain Jobs, AI capabilities through Fernain AI, and workspaces for software, media, reports, and other materials through Fernain Creation. Other offerings may support membership, events, credentials, and related organizational work.

Only features included in your applicable order or offering are part of your Service. A demonstration, roadmap, or description of a future capability is not a commitment to deliver it. Availability can differ by product, plan, deployment, and location.

Subject to these Terms and the applicable order, Fernain grants you a limited, nonexclusive, nontransferable right to access and use the Service during your authorized access period for its intended purposes. Customers may allow their authorized Users to participate; this does not transfer ownership of Fernain software. Rights to downloaded software, customer deliverables, or open-source components are governed by any applicable license or delivery agreement.

You may use supported publishing, branding, portfolio, and sharing features for their intended public or commercial purposes. Resale or distribution of access to the underlying Fernain Service requires Fernain's express authorization, including an applicable Jobs partner agreement under Section 10. Purchasing or distributing access does not itself authorize access to another person's private information.

3. Accounts, Organizations, and Individual Users

Provide accurate account information, protect credentials under your control, and promptly notify Fernain at legal@fernain.com if you reasonably believe an account or credential is compromised. Do not share credentials in a way that defeats authorized access controls.

Customers must designate authorized administrators, manage membership and access within their own workspaces, and remove access when no longer appropriate. Customers are responsible for instructions and configurations they control; Users are responsible for their own conduct. These responsibilities do not remove Fernain's obligations under applicable law or its agreements.

An organization may administer its workspace and organization-managed information, subject to its notices, permissions, applicable agreements, and law. That authority does not automatically extend to a User's personal profile, private portfolio, another organization's workspace, or unrelated product data. Shared sign-in or a common interface does not itself authorize combining information across organizations or products.

4. Customer and User Responsibilities

You must have the rights and permissions needed to submit content, publish it, connect a resource, or instruct Fernain to process information. You are responsible for the legality and accuracy of your submissions and for notices and permissions within your control.

Customers determine the requirements applicable to their employment activities, membership programs, content, credentials, and other business processes. They must configure and use the Services consistently with those requirements. Fernain's software does not replace professional advice or the Customer's own review. This allocation does not waive Fernain's independent statutory or contractual obligations.

Customer branding, a custom domain, or a technical credential does not make Fernain the employer, membership decision-maker, certifying body, or admission authority for the Customer's activities.

5. Content Rights, Publishing, and Sharing

You retain the rights you hold in content you submit. A Customer's subscription does not give it ownership of a User's resume, portfolio, personal profile, or other independently owned material. Any rights between a Customer, employer, contractor, or User depend on their separate arrangements and applicable law.

You grant Fernain a limited, nonexclusive license to host, copy, process, transmit, and display your content only as needed to provide, secure, support, and administer the Service you use; carry out your authorized instructions; and comply with applicable law and the DPA. This license lasts only as needed for those purposes, including permitted retention after termination. For candidate profiles you choose to make discoverable, this license includes displaying them through the authorized paid or complimentary partner/company access described in Section 10, subject to your discovery choices. It does not authorize unrelated advertising or sales outside that disclosed access model, or training general-purpose AI models for Fernain's own purposes beyond a service specifically requested and authorized by the relevant Customer or User.

When you choose to publish a job, organization-branded page, public portfolio, or other material, this license includes displaying and distributing it to the audience you select. The applicable interface and notice must explain available audiences before publication or submission. Public material may be indexed by search engines or copied by others. Removing it from Fernain cannot necessarily remove copies already received by others.

For a private workspace or restricted submission, the license does not authorize public disclosure. Applying for a job authorizes the application to reach the identified recipients; it does not automatically authorize a public profile. A connection between products does not expand the audience without applicable authority and notice.

You grant Fernain permission to display your name, logo, or other branding only as needed for your configured Service and authorized publications. Separate permission is required for a testimonial or use of your brand in Fernain's promotional materials.

6. Creation Deliverables and AI Outputs

Fernain does not claim ownership of your original work merely because you create or store it in Fernain Creation or another Service. As between you and Fernain, you retain your rights in your inputs. To the extent Fernain acquires assignable rights in outputs generated for you through your use of the Service, Fernain assigns those rights to you. This allocation does not transfer rights that belong to another person or create rights that applicable law does not recognize. Your use remains subject to relevant provider terms and third-party licenses.

AI outputs may resemble other outputs, contain third-party material, or lack copyright protection. Fernain does not guarantee uniqueness, copyright eligibility, accuracy, or freedom from third-party claims. Review outputs before publishing, distributing, deploying, or relying on them, particularly for employment, eligibility, legal, financial, health, or other consequential decisions.

The output assignment excludes Fernain's pre-existing software, templates, and tools, which remain Fernain's or its licensors' property. Open-source and third-party materials remain subject to their licenses. If Fernain separately performs custom development or commissioned work, the order must identify the deliverables, transferred rights or licenses, pre-existing materials, and any conditions on delivery or ownership; these Terms do not silently assign commissioned-work rights.

7. AI Features, Providers, and Connected Information

AI may be optional for a product's ordinary workflows. AI-native features, including Creation and Insights, require AI to perform their core functions when offered. The applicable offering must explain required AI use before activation or purchase.

Depending on the offering and approved configuration, AI may use a Customer's provider account, a Fernain-arranged provider, or a local execution option. A Customer connecting its own provider is responsible for its provider agreement, account authority, credentials, and directly charged provider fees. Fernain remains responsible for its own processing and contractual duties. A provider Fernain engages to process data on a Customer's behalf is subject to Fernain's applicable DPA and subprocessor commitments; it is not automatically an independent Customer integration.

Permission to read a document or connect a resource does not, by itself, authorize sending it to an AI provider. AI processing must remain within the applicable instructions, permissions, disclosed purposes, and provider or destination approvals. Prompts, selected source content, files, outputs, saved memory, and associated technical records may be involved, as explained in the Privacy Policy and feature-specific notice.

Fernain may decline a request that the Service cannot carry out within those requirements. A permitted alternative provider or execution route may be used only within the applicable authorization, privacy, data-location, and provider commitments. If an alternative would exceed those limits, additional authorization and any required notice or consent are needed before transmission. Selecting a provider does not guarantee that every request can use it.

Provider privacy, retention, training, and security terms can differ. A local option does not necessarily mean that all metadata, support records, or connected-provider activity stays on the device. These Terms do not promise that every third-party provider offers no-training or zero-retention treatment, or that every execution option is local-only. Fernain's own information practices are described separately in the Privacy Policy. Disconnecting a provider stops future use of that connection as applicable; it does not recall information already sent or itself delete saved content, memory, or provider-held records.

8. Acceptable Use

You may not use the Services to:

• Violate applicable law, another person's rights, or applicable employment and nondiscrimination requirements.
• Access accounts, systems, or information without authorization, or bypass authentication, permissions, organization boundaries, or security controls.
• Introduce malicious code, intentionally disrupt the Services, or create unreasonable security or operational risk.
• Misrepresent identity, authority, jobs, qualifications, membership, or credentials; facilitate fraud; or submit unlawful or infringing material.
• Use another organization's or person's private information without authority, including through a connected resource or AI feature.

Fernain may investigate suspected violations and take proportionate action under Section 17. Report suspected misuse or rights violations to legal@fernain.com with enough information to identify the issue; do not include unnecessary sensitive information.

9. Fees, Renewals, and Payment Authorization

Customers must pay the fees they expressly agree to in an order or purchase flow. Before a recurring charge is authorized, the applicable offer must disclose the price or calculation method, billing frequency, subscription term, renewal terms, trial or promotion conversion, cancellation method and effective time, and material refund conditions. Required consent and notices must be obtained and provided under applicable law.

Fernain may charge an approved payment method only within the authorization actually given. These Terms alone do not authorize an unspecified recurring fee, automatic replenishment, or charge for another product. New or changed charges require the disclosures, advance notice, and additional consent required by the applicable agreement and law.

Cancellation instructions must be provided before purchase and remain accessible. You may also send cancellation requests to legal@fernain.com under Section 18. This contact supplements any product-specific or legally required cancellation method.

Refunds, credits, waivers, and adjustments follow the disclosed transaction terms and mandatory legal rights. A discretionary waiver does not promise a future waiver. Unless an order states otherwise, the Customer is responsible for applicable transaction taxes other than taxes on Fernain's net income, subject to applicable law.

10. Fernain Jobs and Marketplace Transactions

A career center's sponsoring organization, an employer posting a job, a candidate, a marketplace seller, and Fernain may have different roles. A branded site does not make Fernain the employer or the organization responsible for hiring, membership, admission, or a seller's independent offering. Each party remains responsible for the obligations that apply to its actual role.

Partner access: Under an applicable Fernain Jobs partner agreement, a partner may purchase access rights from Fernain and distribute authorized access to companies, either for a fee or without charge. The partner agreement defines the permitted distribution, participating organizations, charges, and responsibilities. Purchasing, selling, or granting access does not itself give a partner or company ownership of candidate information, permission to view every record, or permission for bulk export or further redistribution of that information. Only profiles that candidates choose to make discoverable are included in company candidate lookup. Paying for or receiving company access does not make private applications or other non-discoverable records available through that lookup. The relevant candidate audience, authorized purpose, notices, and applicable legal requirements still govern access and use.

Candidates control the submission, publication, or discoverability of their resumes and portfolios through the offered choices and can opt out of candidate discovery. Opting out changes participation in future discovery; it does not recall information already received by an employer or other recipient. An application sent directly to an employer is a separate disclosure and does not itself make the candidate's profile discoverable to other companies. Employers and other identified application recipients are responsible for their subsequent use, notices, and hiring decisions. Fernain must still comply with its own obligations, including any obligations applicable to tools it supplies or processing it performs.

Before a marketplace purchase is enabled, a Jobs or marketplace supplement and the transaction display must identify:

• The contracting seller and seller of record, the purchaser, and Fernain's role in the specific transaction.
• What is being purchased, who fulfills it, the full price and relevant taxes or fees, and any required organization approval.
• Payment collection, settlement, connected-account responsibilities, and any agreed revenue share or deductions.
• Cancellation, refund, dispute, and chargeback procedures, including which party makes decisions and receives requests.
• Any additional employer, candidate, listing, or marketplace rules that the relevant participant accepts.

Product credits: If offered, Jobs credits are product-specific entitlements rather than cash, a deposit account, or general Fernain currency. The applicable purchase terms must define their permitted uses and any expiration, transfer, refund, restoration, replenishment, or closure treatment. Credits do not expire, become forfeited, or replenish automatically merely because you accept these Terms; any such condition must be separately disclosed and validly agreed, subject to applicable law. Promotional allowances and purchased credits may have different conditions, which must be identified when offered.

11. Third-Party Services and Integrations

Customer-selected integrations may have separate agreements, fees, privacy practices, and availability limits. You must be authorized to connect them and share the information involved. A link to another site does not make that site's operator Fernain's agent.

Fernain also selects providers to help deliver its own Services. Fernain's use of those providers does not eliminate its duties under the applicable agreement, DPA, or law. The allocation of responsibility depends on the actual relationship; hosting, payment, or AI providers are not all treated as independent integrations.

Fernain may change or discontinue an integration when the underlying service changes, becomes unavailable, or presents a material legal, security, or operational risk. Fernain will give reasonable notice where feasible and honor applicable contractual commitments and mandatory rights. Material changes to a paid offering are also subject to Section 16.

12. Credentials and Verification

If offered, Fernain may provide the technical means for a Customer to issue, present, update, expire, or revoke membership cards, event credentials, certifications, or similar credentials. The responsible organization determines the underlying eligibility and admission rules. Fernain's technical issuance does not itself validate those underlying facts.

A credential, wallet pass, QR code, or PDF does not automatically grant access to systems, source records, venues, or benefits. Access depends on the responsible organization's valid authorization and applicable checks. A copied or saved presentation may not reflect current status.

The applicable credential program must explain the issuer, intended uses, verification audience, relevant validity rules, and how to request a correction.

13. Fernain Intellectual Property and Feedback

Fernain and its licensors retain their rights in Fernain software, designs, documentation, trademarks, and other pre-existing materials. These Terms grant only the rights expressly stated and do not transfer ownership of the Service. Your content and rights in deliverables remain governed by Sections 5 and 6.

You may provide voluntary feedback. Fernain may use nonconfidential suggestions to improve its products without compensation, but this permission does not include your confidential information, personal information, or content merely because it appears in a support request. Applicable open-source licenses continue to govern open-source components.

14. Confidentiality

Each party will use reasonable care to protect nonpublic information received from the other that is identified as confidential or reasonably understood to be confidential. It will use that information only to perform the applicable agreement or for another specifically authorized purpose, and disclose it only to people or providers who need it for that purpose and are subject to appropriate confidentiality obligations.

These duties do not cover information the receiving party can demonstrate is public without breach, was lawfully known without a confidentiality duty, was independently developed without using the confidential information, or was lawfully received without restriction from a third party.

If disclosure is legally required, the receiving party may disclose only what is required and, where legally permitted, will give notice and reasonable assistance so the other party can seek protection. A compelled disclosure does not remove protection from the remaining information. A more specific applicable confidentiality agreement controls conflicts, without reducing mandatory privacy duties.

15. Privacy and Security

The Privacy Policy explains Fernain's processing for its own purposes and how to direct privacy requests. A DPA and Customer instructions govern processing undertaken on a Customer's behalf, as applicable. Organization policies may also apply to a workspace, but cannot remove an individual's nonwaivable rights or authorize Fernain to ignore its own duties.

Fernain will maintain administrative, technical, and organizational safeguards appropriate to the information and Services covered by the applicable agreement and law. Customers remain responsible for devices, authorized Users, credentials, settings, and integrations under their control. No system is completely secure. Incident notification and assistance will follow applicable law and agreed DPA or security terms.

16. Availability and Service Changes

Fernain will use commercially reasonable efforts to operate the Services it contracts to provide. Unless an applicable agreement states a service-level commitment, these Terms do not promise uninterrupted or error-free operation or a particular uptime percentage. Maintenance, incidents, and provider failures may affect availability.

Fernain may improve or change features, subject to the applicable order. For a material reduction or discontinuation of a paid Service, Fernain will provide notice and any transition, termination, or refund rights required by the order or law. Emergency changes may occur sooner where necessary to address legal or security risks.

17. Suspension and Restrictions

Fernain may restrict or suspend affected access when reasonably necessary to address a material security risk, unauthorized access, unlawful use, material breach, nonpayment of an undisputed amount when due, or a binding legal requirement. Fernain will limit the action to the affected User, feature, or workspace where that adequately addresses the problem.

Where lawful and practicable, Fernain will explain the reason and provide notice and an opportunity to resolve it. Immediate restrictions may be necessary for urgent risks. Fernain will review a request for restoration when the reason is resolved. Suspension does not itself authorize deletion of unrelated information or termination of unrelated paid Services.

18. Cancellation, Termination, and Data Afterward

A Customer may request cancellation or nonrenewal through the method disclosed for its subscription. An individual using a free Service may stop using it at any time and request closure of their account without a separate order. Other Users may also request closure of their individual accounts, subject to any agreed paid subscription obligations. Requests may also be sent to legal@fernain.com identifying the account, affected organization or Service, and requested action; never send a password. Fernain may verify authority before acting. A User cannot cancel an organization's agreement merely because they use its workspace.

Fernain will confirm the affected subscription or account and the applicable effective date under the agreed terms. Cancellation of renewal, termination of current access, closure of an individual account, and deletion of information are different actions; the confirmation will identify which will occur. Fees and refunds remain subject to the disclosed purchase terms and law.

Either party may terminate for a material breach that remains unresolved after reasonable written notice and an opportunity to cure, except where immediate termination is permitted or required by law or necessary to address an urgent risk. Any more specific notice and cure terms in an applicable agreement control. Fernain may discontinue a free account or Service on reasonable notice, or sooner where legally required or necessary to address an urgent risk. At the effective end of access, the Service license ends for the affected scope, subject to any agreed transition or mandatory access rights.

A Customer or User may request an export or return of information they are entitled to receive. Available formats, scope, export period, and assistance fees, if any, must be stated in the applicable product terms or DPA before commitment. Export cannot disclose another person's or organization's information without authority. Closing one workspace does not automatically delete a person's independent account or unrelated product data.

Following termination, Fernain will return or delete Customer information in accordance with the DPA, valid instructions, and applicable law. The Privacy Policy addresses permitted retention, including required records and backup handling. Revoking access or disconnecting an integration is not the same as deleting copies already created or delivered to others.

Accrued lawful payment obligations, content and intellectual-property rights, confidentiality, permitted retention, and applicable dispute and liability provisions survive to the extent their nature requires. Survival does not expand a content license or authorize new processing purposes.

19. Disclaimers and Mandatory Rights

To the extent permitted by applicable law, the Services are provided "as is" and "as available," except for express commitments in the applicable agreement. Fernain disclaims implied warranties of merchantability, fitness for a particular purpose, and noninfringement only where such disclaimers are lawful.

Fernain does not guarantee that AI outputs, third-party material, or User submissions are accurate or suitable for every purpose. These disclaimers do not negate express commitments elsewhere in the agreement or excuse obligations that cannot lawfully be excluded.

Nothing in these Terms limits mandatory consumer protections, data-protection rights, statutory remedies, or liability that cannot legally be limited. Applicable local rights prevail over inconsistent language.

20. Liability and Disputes

Any limitation of liability or indemnity in a separately accepted agreement applies only within that agreement's scope and as permitted by law. These Terms do not add a general monetary liability cap or indemnity obligation. Nothing excludes liability or remedies that applicable law does not permit the parties to exclude.

Contact legal@fernain.com with a dispute description so we can seek a resolution. Contacting us does not waive your rights, prevent you from using an available legal remedy, or suspend a filing deadline unless agreed or required by law. These Terms do not require arbitration or waive a jury trial or participation in a class action. Any separate dispute provision you validly accept remains subject to mandatory law.

21. Changes and Notices

Fernain may update these Terms prospectively. Material changes will be communicated through an appropriate direct notice or Service notice before taking effect, with any additional notice or assent required by law or the applicable agreement. An existing order changes only as its amendment provisions permit. Continued use alone is not a substitute for affirmative consent where the law requires it.

Legal notices to Fernain may be sent to legal@fernain.com or the registered mailing address below, unless an applicable agreement or law requires another method. Contract and account notices to you may use the contact details you supplied or another agreed method; keep those details current. Marketing choices do not prevent necessary contractual or security notices.

22. Contact

Fernain LLC
Legal and privacy enquiries: legal@fernain.com
Registered mailing address: 8 The Green, Ste B, Dover, DE 19901, United States