TERMS OF USE
1. OVERVIEW
1.1
These terms and conditions of use (the “Terms” or “Terms of Use”) are entered into between you (“You” or “User”) and NeuralWaves Systems Private Limited (“the Company“, “We“, “Us” or “Our“) for accessing, interacting, and obtaining goods / services from the platform (the “Platform”) owned and operated by Us and other services that We may offer, including the website https://neuralwavesystems.com/ (“Website”) (collectively, the “Other Services” and together with the Platform, the “Services”).
1.2
Please ensure that You read the entirety of these Terms prior to your or your organisation’s use of the Services. Also ensure that You review these Terms on a periodic basis, as We retain the right to revise or modify these Terms from time to time.
1.3
This document is an electronic record published in accordance with the provisions of the Information Technology Act, 2000 and rules made thereunder as applicable and the amended provisions pertaining to electronic records in various statutes as may be amended by the Information Technology Act, 2000 from time to time. This electronic record is generated by a computer system and does not require any physical or digital signatures.
1.4
You acknowledge that you are 18 years of age or older and have the capacity to enter into these Terms directly or enabled by your Recruiting Organisation or Education Institution (defined below) and that You have read, understand and agree to be bound by these terms of service. If You are agreeing to these Terms on behalf of another person or entity, then You represent and warrant to the Company that You have the authority to bind that person or entity to these Terms.
1.5
While the Terms generally apply to all Users that access the Services, certain identified portions of the Terms are directed towards “Candidates”, “Students”, “Recruiting Organizations” or “Educational Institutions” (defined below) specifically.
1.6
By continuing to use or access the Services, You agree to be bound by these Terms. If You do not agree to any part of these Terms, You must not use or access the Services offered by Us and must cease any use of the Services immediately. We reserve the right to modify these Terms at any time without notice, and your continued access of the Terms after any modifications will constitute your acceptance of such modifications.
2. DEFINITIONS
Capitalised terms not defined in the Terms shall mean as follows:
2.1
“Agreement” means and includes the Terms, Privacy Policy and any other such terms and conditions that may be mutually agreed upon between the Company and the User in relation to the Services offered through the Platform.
2.2
“Applicable Law” means and includes any statute, law, regulation, sub-ordinate legislation, ordinance, rule, judgment, rule of law, order (interim or final), writ, decree, clearance, authorisations, approval, directive, circular guideline, policy, requirement, code of practice or guidance note, or other governmental, regulatory, statutory, administrative restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any statutory or regulatory authority or government agency or any other authority, in each case having jurisdiction over the subject matter of this Agreement.
2.3
“Confidential Information” means all information that is not in the public domain, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to, the assets, business processes, practices, methods, policies, subscription plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer programs, computer software, applications, operating systems, software design, web design, work-in-process, databases, manuals, records and reports, articles, systems, material, sources of material, supplier identity and information, vendor identity and information, user identity and information, financial information, results, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, credit information, developments, internal controls, security procedures, graphics, drawings, sketches, sales information, costs, formulae, product plans, designs, ideas, inventions, original works of authorship, discoveries and specifications, of the Company and / or affiliates or their respective businesses, or any existing or prospective customer, supplier, investor or other associated third party, or of any other person or entity that has entrusted information to the Company in confidence.
2.4
“Content” means all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code collectively.
2.5
“Person” means any natural person, company, corporation, partnership, proprietorship, trust, union, association, government or any agency thereof or any other entity that may be treated as a person under Applicable Law.
2.6
“You” or “User” mean any natural or legal person who accesses or uses the Platform. All references to ‘You’ include yourself and any other persons You are authorised to and required to provide consent for.
3. THE PLATFORM
3.1
Our Platform – ‘LegoSapien’ offers certain software and services thereto, to support and conduct interviews effectively for Enterprises and Educational Institutions.
3.2
LegoSapien for Recruitment:
3.2.1
The Company‘s LegoSapien is an AI-powered interview platform that empowers organizations by enabling “anytime, anywhere”, automating interviews, and resembling near human-like user experience. The Platform is comprised of a set of software, code, tools, databases and other elements that enable services included but not limited to AI & Voice Interviews, Psychometric Assessments, Remote Proctoring, Candidate Benchmarking, and Hiring (“Software”).
3.2.2
Our Software enables You, as an ‘Interviewee’ or ‘Interviewer’, to participate in interviews or recruitment (“Interviews”) and perform the required assessments. The Interviews conducted through the Platform have two components: (i) questions and other related content that are recorded for viewing or otherwise provided by You, as a Recruiting Organization i.e., recruiters, hiring teams, Enterprises (“Recruiting Organization Content”); and (ii) the responses or profile details that You, as an applicant or candidate, (“Candidate Content”) provide in response to the Recruiting Organization Content (“Your Content”).
3.2.3
Please note that the Candidates may only access the Platform to apply for a position with a Recruiting Organization and Recruiting Organization is using the Platform as part of its recruiting process. Our Website and Services are not for personal, family, or household use. Accordingly, We treat all Your Content as pertaining to Candidates, Employees, or Business Representatives, rather than to individuals acting in their personal capacity.
3.3
NeuralWaves Systems Private Limited for Campuses:
3.3.1
We are also engaged in the business of providing services related to admission and assessment solutions to the various educational institutions, schools, colleges, or universities (“Educational Institutions”) relating to the management of their pre-campus interview preparations including proctoring and assessments.
3.3.2
The Company is in no way, directly involved in the admission process of any Educational institution. We are not admission consultants or agents of any Educational Institution. The admission or assessment process is entirely managed, operated, and presided over by the Education Institution.
3.4
This Agreement is the means by which We grant you the right to use the Platform, and your permission to use the Platform is conditional upon your agreeing to, and compliance with, these Terms. Please note that this Agreement will still survive even after the recruitment or admission or assessment process is over. It will continue until such time as You elect to terminate this Agreement, subject to certain provisions surviving termination as explained hereafter.
4. ACCEPTABLE USE
4.1
The Services may be accessed by You for the purposes of completing an online interview, pre-employment assessment, job simulation, or other recruitment or education-related experience. As a Candidate or Student, You may be provided access to the Services by the organization that has asked You to complete the recruitment or education-related procedure.
4.2
You must not use this Website or the Services in any way that causes, or may cause, damage to the Website or Services or impairment of the availability or accessibility of the Website or Services, or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
4.3
You must not use the Website or Services to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, or other malicious computer software.
4.4
You agree not to do any of the following in connection with your use of the Platform or otherwise: (i) engage in any activity that degrades the Platform for other Users; (ii) violate any policies We may adopt in connection with the Platform from time-to-time; (iii) compromise the security or integrity of the Platform, or attempt to reverse engineer, modify or copy the Services; or (iv) breach any applicable laws, rules or regulations, or infringe upon any third party’s intellectual property rights or other rights (including rights of privacy and publicity).
4.5
If You breach any of the foregoing or any other provision of this Agreement, We may take whatever steps We deem necessary to protect the Platform, Our business, and Our other clients, including, without limitation, suspending your access to the Platform and/or termination of this Agreement.
5. CONTENT
5.1
You are responsible for all information, materials, audio, video, text, images, and any other content You chose to include in Your Content. While the Company does not claim any rights in respect of your Content posted by Candidates or Enterprises or Educational Institution, You agree to provide the Company with a limited, royalty-free, non-exclusive, transferable, worldwide, perpetual license to use, distribute and display all content posted by You while using the Services provided that such license is restricted to the sole purpose of enabling the Company and its contractors to perform the Services.
5.2
You must ensure anything contained in your Content is not unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, and does not impersonate another person. You must also ensure that You have all rights necessary to use anything contained in your Content. For example, and without limitation, there may be copyright owned by third parties in music, photographs, or other content that You choose to use in Your Content. You must ensure that You have the necessary rights to use such content before including it in Your Content.
5.3
The Company does not take responsibility for any content posted by third parties while using the Services. The Company expressly disclaims any and all liability in connection with your Content. The Company is not responsible for any loss, injury, or damage to any individual as a result either directly or indirectly of any information published on the Website or made available through the Services.
5.4
Accordingly, You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against the Company with respect to any such Content. You acknowledge that while You may be exposed to such materials, You will hold the Company harmless in relation thereto.
5.5
The Company reserves the right (but not the obligation) in its sole discretion to refuse or remove any Content that is available via the Services where it has any grounds to suspect non-compliance with these Terms.
6. YOUR ACCOUNT, YOUR RESPONSIBILITY
6.1
In order for You to register or create an account on the Platform, as an interviewer or Educational Institution, you may be required to provide some identifying information (including your legal full name and a valid email address). If your account is a corporate account, You can create individual user accounts with separate logins. However, You will be responsible for the activity of those individual users. The User may receive occasional marketing or product update emails from the Company on the registered email address.
6.2
It is essential that You maintain the confidentiality of your log in as You will be held responsible for all use of your account in the event of a breach of these Terms. You must notify the Company immediately if the confidentiality of your log-in details is compromised or if your account has been accessed unlawfully. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with this security obligation.
7. RESTRICTIONS TO USE
7.1
You agree not to use the Services or cause or permit the Website to be used:
7.1.1
for any illegal or unauthorized purpose;
7.1.2
to post content that we determine in Our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, abusive or otherwise objectionable or violates any party’s intellectual property or privacy rights or these Terms;
7.1.3
to circumvent, disable or otherwise interfere with any security-related features of the Website or to jeopardize or prejudice the operation, quality or integrity of the Website or the Services, or the operation, quality or integrity of any telecommunications network;
7.1.4
for any commercial purpose including any direct marketing, contests or pyramid schemes, nor to use the Website or the Services to participate in or cause others to participate in sending chain letters, junk e-mail, spam, duplicative or unsolicited messages, advertising or promotional material;
7.1.5
copying and/or taking screenshots, making notes, using for free or publishing any material and content of this Website or Platform in any other media;
7.1.6
selling, sub-licensing and/or otherwise commercializing the Website or Platform material or content displayed at the Website or in the Platform;
7.1.7
publicly performing and/or showing the Website or Platform material;
7.1.8
using this Website or Platform in any way that is or may be damaging or harmful to this Website, Platform or the Company;
7.1.9
to harvest, extract or otherwise collect information about others, including email addresses, without their consent;
7.1.10
using this Website in any way that impacts user access to this Website or Platform;
7.1.11
to distribute, download, upload or transmit any material which contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;
7.1.12
contrary to the terms and conditions of any internet service provider whose services You may use; or
7.1.13
to harass, abuse or harm other persons, or in order to contact, advertise to, solicit or sell to any User or Person without their prior express consent.
8. OWNERSHIP AND INTELLECTUAL PROPERTY
8.1
All rights, title, and interest in and to the Platform and the Services, including any and all modifications and additions thereto, shall at all times remain with Us.
8.2
Other than Your Content, the Company owns the intellectual property rights in and to the Website, the Services and Content on the Website and the Services. All such intellectual property rights are reserved, subject to the license below.
8.3
Subject to these Terms, We grant You a non-exclusive, non-transferable, limited right to access and use the Website and those Services for which an account has been established and approved.
8.4
You shall not reproduce, duplicate, make/issue copies, give for hire, republish, sell, lease or sub-license material from the Website or obtained by access to or use of the Services or otherwise edit or modify any material on the Website or obtained by access or use of the Services. You shall not sub-license, assign or otherwise transfer the rights granted to You in this clause. No other right, title, or interest in the Website or the Services is granted to You.
9. PRIVACY
In connection with Your Content, You may end up disclosing personal information to Us and, correspondingly, the Recruiting Organization or the Educational Institution. We collect, use and disclose such personal information in accordance with our privacy policy (www.NeuralWaves Systems Private Limited/privacy) and You agree to be bound by Our privacy policy (as may be updated from time to time) as part of this Agreement. Some of the Services may be hosted in jurisdictions other than the jurisdiction in which You reside (a “Home Jurisdiction”). Accordingly, You agree and accept that some of your personal information may be transferred to jurisdictions other than your Home Jurisdiction.
10. AVAILABILITY
The Company will not be liable if, for any reason, the Website and/or Services are unavailable at any time or for any period. Access to the Website and/or Services may be suspended temporarily and without notice in the case of system failure, maintenance, repair or for reasons beyond the Company’s control.
11. TAXES
In relation to any income tax that is required to be withheld as per the provisions of the Income-tax Act, 1961, You shall consult and notify Us in advance of making such deduction or withholding. To the extent that any taxes are so deducted or withheld, You shall (a) deposit the withheld tax amounts with the relevant governmental authority (b) file the prescribed withholding tax return(s) and (c) issue a withholding tax certificate to Us, in each case in the prescribed manner and within the statutory due dates provided under the Income Tax Act, 1961 to enable Us to claim a credit of the withholding tax amount. The consideration for payable by You to Us is exclusive of any applicable transfer taxes (including but not limited to, goods and services tax, value added tax, use tax or the like) shall be charged separately as payable by You to Us.
12. SECURITY
We implement and maintain technical and organizational measures consistent with industry standards, including those measures found here (as may be updated from time-to-time, the “Security Measures”), to ensure that any information disclosed to Us by You, or any Recruiting Organization, is secure. However, We cannot guarantee that such measures will never be defeated. Accordingly, unless it was caused by Our negligence, willful misconduct or failure to maintain the Security Measures, to the fullest extent permitted by Applicable Law, We are not responsible for any unauthorized or third-party hacking, access, use, alteration or disclosure of your data or personal information.
13. TERM
The term of this Agreement will commence on the date that You first use, or otherwise register for, the Services (which includes the first time You visit our Website located at https://neuralwavesystems.com/), and will continue in full effect until your account is cancelled and You cease using the Services.
14. TERMINATION
We may terminate this Agreement and your access to the Services at any time, with or without notice, if You breach a material provision of this Agreement or otherwise for Our convenience. We have no obligation to provide You with any notice of your breach of this Agreement but We may choose to provide notice, and an opportunity to cure such breach, in Our sole discretion should We so choose.
15. INDEMNIFICATION
15.1
We agree to defend, indemnify and hold You harmless from any damages, penalties, liabilities and costs resulting from third party claims that your use of the Platform as permitted in this Agreement infringe the patent rights, copyrights or other intellectual property rights of a third party.
15.2
You agree to defend, indemnify and hold Us harmless from any damages, penalties, liabilities and costs resulting from third party claims arising from: (i) your breach of this Agreement; (ii) your negligence or willful misconduct; (iii) any Content You upload or share through the Platform; or (iv) any disputes that You may have with any Recruiting Organizations or Candidates or Students or Educational Institutions.
15.3
Any indemnification obligations under this section are conditional upon the indemnified party: (i) promptly giving the indemnifying party written notice of the claim; (ii) giving the indemnifying party sole control of the defense and settlement of the claim (provided that indemnifying party may not settle any claim unless it unconditionally releases the indemnified party of all liability), provided that the indemnified party may retain counsel to participate in the proceedings; and (iii) providing the indemnifying party with all reasonable assistance, at the indemnifying party’s expense.
16. EXCLUSION OF WARRANTIES
Except as expressly set forth in this Agreement, We make no representations or warranties regarding the Platform or the Services (including, without limitation, implied warranties of merchantability or merchantable quality and/or fitness for a particular purpose), and each of the Platform and the Services are provided as is. Furthermore, We do not represent that the Services will be available at any time or from any particular location, will be secure or error-free or that defects will be corrected. The Company does not warrant or make any representations regarding the use or the results of the use of the Services.
17. LIMITATION OF LIABILITY
In no event will Our liability to You under this Agreement or in connection with the Services (whether in contract, tort or any other head of liability) exceed the fees paid by You to Us under this Agreement in the six (6) months immediately preceding the date of the event giving rise to the claim. If You are dissatisfied with the Website, the Services or the Platform, your sole and exclusive remedy is the discontinuation of your use of the Website or Services. In no event will We be liable to You for indirect, punitive, incidental, special, consequential or exemplary damages, including damages for loss of profits, goodwill or data.
18. NON-ENDORSEMENT AND RELEASE
You acknowledge and agree that We provide a suite of tools via the Our Software that merely enables Candidates and Recruiting Organizations to participate in recruiting activities. Accordingly, We are not responsible for the accuracy, completeness, appropriateness, legality or applicability of any Content or anything said, depicted, written or done by other Users of the Services, including without limitation, any information that You may obtain by using the Services. We do not endorse anything contained in any Content created by Users of the Services, or any information, opinion, recommendation or advice expressed therein and You understand that You are required to evaluate and bear all risks associated with the use thereof. You hereby release and forever discharge Us from any and all actions, causes of actions, claims, damages and liabilities that You may incur as a result of other Users of the Services.
19. INDEPENDENT CONTRACTORS
For all purposes, We are an independent contractor to You, and neither of us will represent that we have authority to assume or create obligations on behalf of the other party.
20. ASSIGNMENT
Neither of us may assign this Agreement without the other party’s consent. However, We may assign this Agreement at any time to an Affiliate or to an acquirer of all or substantially all of Our business or assets.
21. SURVIVAL
Those provisions that expressly, or by their nature are intended to, survive termination, shall survive any termination or expiration of this Agreement.
22. NOTICES
All notices to be given under this Agreement: (i) if to Us, will be sent by email to [email protected]; and (ii) if to You, will be sent by email to the email address that You provided to Us when You registered for the Services (or any other email address should You have updated your account to reflect such other email address.)
23. WAIVER
The waiver by either party of any default or breach of any term of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except for your non-payment or breach of Our proprietary rights in the Platform, no action, regardless of form, arising out of this Agreement may be brought by either of Us more than one year after the cause of action has accrued.
24. SEVERABILITY
If any provision of this Agreement is determined to be unenforceable, invalid or in breach of any law by any tribunal, public body or court of competent jurisdiction for any reason whatsoever, the unenforceability or invalidity of such provision shall not affect the enforceability or validity of the remaining provisions of this Agreement and such unenforceable or invalid provision shall be severed from the remainder of this Agreement and as so modified this Agreement shall continue in full force and effect.
25. GOVERNING LAW & JURISDICTION
This Agreement shall be governed by and interpreted in accordance with the laws of New Delhi, India.
26. ENTIRE AGREEMENT
This Agreement, as well as any policies We may adopt in connection with the Services hereto, constitute the complete agreement between You and the Company and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement.
27. CONTACT INFORMATION
If You have any concerns or issues with respect to this Term of Use, You may mail Us at [email protected].
