Terms of Service

1. Introduction and Acceptance

Fairness Factor Inc. (“Fairness Factor,” “we,” “us,” or “our”) provides commonground, a workplace conversation platform (the “Service”). These Terms of Service (“Terms”) govern your access to and use of the Service as an individual user.

By creating an account, accepting these Terms, or using the Service, you (“User,” “you,” or “your”) agree to be bound by these Terms and by our Privacy Policy, which is incorporated here by reference. If you do not agree, do not access or use the Service.

During the pilot phase, the Service is offered only to organizations that we invite and enroll, and to the individual users those organizations authorize. Your organization’s enrollment is governed by a separate Pilot Agreement between that organization and Fairness Factor. These Terms govern you as an individual User.

2. Eligibility and Accounts

To use the Service, you must be at least 18 years old, able to form a binding contract, and a current Administrator, Manager, or Employee of an organization (the “Organization,” typically your employer) that we have enrolled in the pilot. We refer to Administrators, Managers, and Employees collectively as “Users.”

You may access the Service only through an account created with your work email and only within the Organization that invited you. You are responsible for keeping your login credentials secure and for activity that occurs under your account. Notify us promptly at support@fairnessfactor.com if you believe your account has been accessed without authorization.

The Organization controls its own account, decides who to invite, and configures the Service. Your use of the Service is also subject to your Organization’s policies and to the Pilot Agreement between your Organization and Fairness Factor.

3. The Service and How It Works

commonground helps two people build shared understanding before a difficult workplace conversation. In a Discussion, each party completes their own Groundwork, including a guided AI Conversation and the Statements they choose to record, independently and in sequence: one party completes their Groundwork before the other begins. The Service then generates a shared Alignment Brief that reflects both parties’ inputs.

The Alignment Brief may include an Advisor Perspective, a neutral read on what is fair. The Advisor Perspective is informational and always non-binding. It is guidance, not a decision.

What the Service does not do. commonground facilitates understanding and alignment. It does not make, and is not used to make, any employment decision, including any decision about hiring, compensation, a raise, a performance review outcome, a promotion, discipline, or termination. It does not judge, decide, arbitrate, or resolve any matter for you. The Advisor Perspective is non-binding, and the Organization and its people remain solely responsible for any employment decision they make. No automated decision-making produces a legal or similarly significant effect on any User through the Service.

4. Pilot Terms and Fees

The Service is provided to your Organization free of charge during the pilot. There are no fees, credits, or charges to you as a User for pilot access.

The pilot runs for 30 days from activation and may be extended if the Organization and Fairness Factor both agree. The commercial terms of the pilot, including its term, extension, conversion to a paid subscription, and the Organization’s termination rights, are set out in the Pilot Agreement between your Organization and Fairness Factor. If and when the Service becomes a paid product, separate terms will apply and will be presented before any charge.

5. Acceptable Use

You agree to provide accurate account information and to use the Service lawfully and in good faith. You will not:

• Use the Service to harass, threaten, defame, discriminate against, or retaliate against any person.
• Upload or submit content you do not have the right to share, or that infringes another person’s rights.
• Attempt to access another User’s account or content without authorization, or use the Service to gain an unfair or deceptive advantage over another party in a Discussion.
• Interfere with, disrupt, probe, or attempt to circumvent the security or integrity of the Service.
• Copy, modify, distribute, sell, lease, sublicense, reverse engineer, decompile, or attempt to extract the source code of the Service.
• Use the Service to build or train a competing product, or use any automated means to scrape or extract data from it.

We may investigate and take appropriate action, including suspending or terminating access, for conduct that violates these Terms or that we reasonably believe creates a safety, legal, or security risk.

6. User Content and Licensing

As between you and Fairness Factor, you retain ownership of the content you submit or generate in the Service, including your Groundwork inputs, AI Conversation responses, and Statements (“User Content”).

You grant Fairness Factor a non-exclusive, royalty-free, worldwide license to host, store, process, and use User Content solely to operate, secure, and provide the Service, including generating the Alignment Brief and making it available to the other party to a Discussion and to the Organization as described in these Terms, the Pilot Agreement, and the Privacy Policy.

We may create and retain de-identified data derived from User Content to improve the Service and its AI models, as described in Section 9 of the Privacy Policy. De-identified data is handled so that it cannot reasonably be used to identify you or your Organization.

You acknowledge that a Discussion is designed to be shared. Content you record as part of your Groundwork may be reflected in the Alignment Brief that is made available to the other party.

7. Intellectual Property

All content, software, and intellectual property associated with the Service are owned by Fairness Factor Inc. or its licensors. This includes the Fairness Factor and commonground names, logos, trademarks, and branding; the AI models, software, code, algorithms, and proprietary methods used in the Service; and the text, designs, and other materials we provide.

We grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Service for its intended purpose during the pilot. You may not use our trademarks, logos, or branding without our prior written permission.

Any feedback or suggestions you provide may be used by Fairness Factor without any obligation or compensation to you.

8. AI Technology Disclaimer

The Service uses generative AI technology to facilitate Discussions, guide the AI Conversation, and generate the Alignment Brief and Advisor Perspective. You acknowledge and agree that:

• AI-generated content may contain errors, omissions, or inconsistencies, and may occasionally produce plausible but inaccurate content.
• The AI does not have human judgment or the ability to verify facts in real time, and the Advisor Perspective is a non-binding, informational read, not a decision or a determination of fact.
• You should not rely solely on AI-generated content without your own judgment, and you should seek professional guidance, for example from HR or legal professionals, where appropriate.
• Fairness Factor is not responsible for decisions, actions, or consequences resulting from reliance on AI-generated content.

9. Privacy and Data Protection

Our collection and use of personal information is described in the Privacy Policy. By using the Service, you acknowledge the practices described there, including how the Service handles User Content, de-identified data, and data at the end of the pilot.

10. Third-Party Services

The Service relies on third-party providers for hosting, AI processing, and related functions. Our current providers are listed in the Privacy Policy. Your use of the Service may be subject to those providers’ terms where applicable.

11. Security

We implement industry-standard measures to protect data, including encryption in transit and at rest, role-based access controls, network security controls, monitoring, and a structured incident-response process, as further described in the Privacy Policy. No security system is perfect, and you should take reasonable steps to protect your own account and credentials.

12. Disclaimers

The Service is provided during the pilot on an “as is” and “as available” basis, without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure, or that any AI-generated output will be accurate or suitable for a particular purpose. Some jurisdictions do not allow certain warranty exclusions, so some of these exclusions may not apply to you.

13. Limitation of Liability

To the fullest extent permitted by law, Fairness Factor and its affiliates, officers, directors, employees, and suppliers will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of data, profits, or goodwill, arising out of or relating to your use of the Service. Because the Service is provided free of charge during the pilot, our total aggregate liability arising out of or relating to the Service and these Terms will not exceed one hundred U.S. dollars ($100). Some jurisdictions do not allow certain limitations, so some of these limitations may not apply to you.

14. Indemnification

To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless Fairness Factor Inc. and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers from and against any claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to: your violation of these Terms or applicable law; your use of the Service; your violation of any third-party rights, including intellectual property or privacy rights; or any dispute between you and another User or third party. We may assume exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense.

15. Suspension and Termination

You may stop using the Service at any time. We may suspend or terminate your access to the Service, in whole or in part, if you violate these Terms, or if we reasonably believe your use creates a safety, legal, or security risk, or if your Organization’s pilot ends.

Your access is tied to your Organization’s enrollment. The Organization’s and Fairness Factor’s rights to terminate the pilot, and what happens to Organization and User data when the pilot ends, are governed by the Pilot Agreement and described in Section 9 of the Privacy Policy. Sections that by their nature should survive termination, including Sections 6, 7, 8, 12, 13, 14, and 16, will survive.

16. Dispute Resolution and Binding Arbitration

Please read this section carefully, as it affects your legal rights, including your right to file a lawsuit in court.

(a) Informal resolution. Before starting a formal dispute, you and Fairness Factor agree to try to resolve it informally by written notice and good-faith negotiation for at least 30 days. To begin, contact us at support@fairnessfactor.com. We will contact you at the email associated with your account.

(b) Binding arbitration. If a dispute is not resolved informally, you and Fairness Factor agree to resolve any claim through final and binding arbitration rather than in court, administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. Arbitration will take place in San Diego, California, unless both parties agree to proceed remotely or elsewhere.

(c) Class action waiver. You agree to bring claims only in your individual capacity, and not as a plaintiff or class member in any class, collective, or representative proceeding. The arbitrator may not consolidate more than one person’s claims or preside over any class action.

(d) Exceptions. The following are not subject to arbitration: claims that qualify for small claims court; claims relating to intellectual property rights; and any other claims where arbitration is prohibited by applicable law.

(e) Opt-out. You may opt out of this arbitration provision by sending written notice to support@fairnessfactor.com within 30 days of first accepting these Terms. Your notice must include your full name, mailing address, and a statement that you do not wish to resolve disputes through arbitration.

(f) Governing law for arbitration. This provision is governed by the Federal Arbitration Act and applicable United States and California law.

(g) Survival. This section survives any termination of these Terms or your use of the Service.

17. Governing Law

These Terms are governed by the laws of the State of California and the United States, without regard to conflict-of-law principles. Subject to Section 16, the state and federal courts located in San Diego County, California have exclusive jurisdiction over any dispute not resolved by arbitration, and you consent to venue there.

18. Relationship to Other Agreements

These Terms, the Privacy Policy, and the Pilot Agreement between your Organization and Fairness Factor together govern your use of the Service. If there is a conflict between these Terms and the Pilot Agreement regarding the relationship between Fairness Factor and your Organization, the Pilot Agreement controls for that relationship. These Terms govern your rights and obligations as an individual User.

19. Changes to These Terms

We may update these Terms from time to time. If we make significant changes, we will notify Users as required and update the “Last Updated” date above. Your continued use of the Service after changes take effect means you accept the updated Terms.

20. General

These Terms are the entire agreement between you and Fairness Factor regarding your individual use of the Service and supersede any prior understanding on that subject. If any provision is found unenforceable, the rest remains in effect. You may not assign these Terms; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. Our failure to enforce any provision is not a waiver. Nothing in these Terms creates any partnership, agency, or employment relationship between you and Fairness Factor.

21. Contact

Fairness Factor Inc.

11415 Elmstone Court, San Diego, CA 92131

Email: support@fairnessfactor.com