We are the owner of a website, available at www.noviopus.com (the “Website“), that is intended to implement modern technologies into the HR business world, so to improve the relationship between employers, employees and job seekers. We use the most modern technologies breakthrough in big data and machine learning in order to get the perfect matches, recommendations and predictions to connect between job seekers and employers.
By accessing or using the Website, You sign that You have read, understood, and agree to be bound by this Agreement and You wish to utilize Our Service pursuant to the terms and conditions set forth in this Agreement. If You are entering this Agreement on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its Affiliates (as defined below) to these Terms and Conditions and that such company will be bound by these terms, in which case the terms “You” or “User” shall refer to such entity and its Affiliates.
- “Account” means the account opened within the Service under Your subscribed name.
- “Affiliate” means any entity which directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or Control of more than 50% of the voting interests of the subject entity.
- “Content” means, without limitation, text, graphics, and images, including photographs.
- “Malicious Code” means viruses, worms, time bombs, trojan horses and any and all other harmful code, files, scripts, agents or programs.
- “Service” means the Website, including any associated guidelines and tutorial components, and other related products, services and Content, any and all accompanying personal support and services, if and as provided, and any changes and/or modifications of the above, which may be completed by Us from time to time, in Our sole discretion.
- “Website Errors” means any interruption in the availability of the Website caused by factors under Our direct control.
- “You” or “User/s” includes, without limitation, individuals and entities authorized to use the Service as well as Your employees, service providers, consultants, contractors and agents and/or third parties You conduct business with and who are authorized to use the Service;
- “User Data” all Content that a User posts, uploads, publishes, submits, or transmits to be made available through the Website
- THE SERVICE
- Provision of the Service. Subject to the full performance of Your obligations under this Agreement and full payment of the Fees (as defined below), We hereby grant to You a non-exclusive, non-transferable license to electronically access and use the Website in accordance with the terms of this Agreement, subject to Your (i) opening an Account with Us; (ii) subscribing as set forth on the Website and herein; and (iii) adhering to the terms and conditions of this Agreement.
- In order to use the Service, You shall first be required to register with Noviopus by completing the online registration form on the Website. You shall register as a User by providing certain details, such as, Your name, a user name, password, phone number and valid email address. Some features of the Website may contain a specific identification number for the purpose of tracking the number of unique instances of such features being used by You. You must provide true, complete, and accurate registration information to Us and notify Us if Your information changes. We encourage You to use Your real name. If You are a business, government, or non-profit entity, You must use the actual name of Your organization. You may not use someone else’s name, a name that violates any third party right, or a name that is obscene or otherwise objectionable. You may utilize the Service as long as You abide by the terms of this Agreement and as long as Your Account is not terminated by either party hereto. You are responsible for all activity that occurs under Your account, including any activity by unauthorized Users. You must not allow others to use Your account. You must safeguard the confidentiality of Your password. If You are using a computer that others have access to, You must log out of Your account after using the Services. If You become aware of an unauthorized access to Your account, You must change Your password and notify Us immediately. Such notification shall be by email to email@example.com. If You forgot Your password, don’t worry! Should You forget Your password You can request or replace it by pressing the “forgot password” link.
- Noviopus reserves the right to conduct verification and security procedures in respect of all information provided by You to Noviopus. If Noviopus has reason to believe that the information provided by You to register and use any of the Services breaches or is likely to breach any of the provision in these Terms, Noviopus at its sole discretion may take any action that it deems appropriate including without limitation, to terminate Your Account.
- User Trial. We offer You to make use of the Services and to publish in free job boards, without charge, for a limited period of 15 days from the day You open an Account (“Period“). Alternatively, We also offer You to make use of the Services which shall not exceed 100 Candidates uploaded (as calculated by Us) at Our sole discretion (“Value“) For the avoidance of doubt, the validity of the above trial is limited to the term of the Period or the amount of the Value, whichever ends first. We may suspend, terminate, modify or withdraw the offer of this trial at any time with any reason or no reason, with or without notice, without any liability to You whatsoever.
- Unless We otherwise agree, User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Service.
- The Service typically includes the following key features:
- The feature of adding accounts for “Team Members” (meaning Your employees and nominated representatives on their team) by nominating such individuals to create individual user accounts which permit them to access the Services on behalf of You with varying levels of access;
- The feature of creating “Job Openings”, meaning descriptions of an employment or contractor role or position that You is seeking to fill;
- The feature of uploading information about Your organization;
- The feature of publishing and exporting Job Openings to various job boards and social media services where they can be displayed to potential candidates. Job Openings may be published in two different advertising plans: (1) Manual plan where You can choose in which job boards You wish to publish and whether to advertise on free or paid job boards; (2) Automatic plan, which gives Us a full discretion where to advertise the Job Openings for You in accordance with a pre-approved budget.
- Any other feature and functionality provided by Noviopus to You from time to time.
- USE OF THE SERVICE
You shall at all times use the Services and the Website in accordance with these Terms. You shall ensure that Your use of the Services and/or the Website, including the submission of the User Data: (i) comply with all applicable laws and legislations and in particular, all applicable data protection, employment and anti-discrimination legislation; (ii) do not infringe any intellectual property rights or other proprietary rights of any third party, including but not limited to remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels contained on the Website or create derivative works based on the Service; and (iii) not reasonably be deemed to:
- be offensive, illegal, inappropriate or in any way, or promote racism, bigotry, hatred or physical harm of any kind against any group or individual;
- harass or advocate harassment of another person or exploit people in a sexual or violent manner;
- display pornographic or sexually explicit material;
- promote any illegal activities or any conduct that is abusive, threatening, obscene, defamatory or libelous;
- use the Service to store or transmit Malicious Code, data mine, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of any part of the Service, or in any way ascertain, decipher, or obtain the communications protocols for accessing any part of the of Service, or the underlying ideas or algorithms of any part of the Service, in an effort, for example, but without limitation to develop other applications or services that provide similar or substitute or complimentary functionality to such part of the Service;
- promote or contain information that you know or believe to be inaccurate, false or misleading;
- engage in the promotion of contests, sweepstakes and pyramid schemes, without Our prior written consent;
- invade or violate any third party’s right to privacy;
- send unsolicited communications (also referred to as “SPAM”, “SPIM” or “SPIT”) or any communication not permitted by applicable law or use the Service for the purposes of phishing or pharming or impersonating or misrepresenting affiliation with another person or entity;
- at any time use the Services and/or the Website with the purpose of impersonating another User or person.
- User Data
- In connection with the User Data, you affirm, represent and warrant the following: (a) You exclusively own all rights, title and interest in and to all of Your User Data or if You act on behalf of a company or another legal entity then You have been granted with a license to make use of the User Data; and/or (b) User Data and Your use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any intellectual property rights and/or privacy rights; and/or (c) the User Data provided shall be correct, complete, accurate and in accordance with these Terms. Notwithstanding the foregoing, by submitting the User Data you hereby grant Noviopus its affiliates, subsidiaries, assigns, agents, and licensees a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, display, distribute, prepare derivative works of, and perform the User Data in connection with the Service and, including without limitation for promoting the Service in any media formats and through any media channels.
- We take no responsibility and assume no liability for any User Data that you or any other User or third party submits on the Website. You shall be solely responsible for your User Data and the consequences submitting it, and You agree that We are only acting as a passive conduit for the presentation of Your User Data. You understand and agree that You may be exposed to User Data that is inaccurate or otherwise unsuited to Your purpose, and You agree that We shall not be liable for any damages You allege to incur as a result of User Data. The User Data does not necessarily represent the views or opinions of Noviopus, and We make no guarantees as to the validity, accuracy or legal status of any User Data.
- Noviopus reserves the right to refuse to publish any User Data, or to at any time remove or edit a User Data (in whole or in part), if Noviopus has reason to believe that Your use of the Services and/or the Website breaches these Terms.
- The fees to access and use the Website and Services, in whole or in part, are as set out on the Website, as may be updated from time to time in Our sole discretion (“Fees“). The Fees may be changed in accordance to your usage of the Service.
- Noviopus may offer You the option to purchase additional products and services that are supplied by third parties as set out on the Website, such as publishing Jobs Openings in various job boards. Use of such services and/or products by You shall be governed by the relevant third party’s terms and conditions as shall be available at the Website, and subject to Your compliance with such third party’s terms and conditions.
- PROPRIETARY RIGHTS
- Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Service and the Website and all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. You acknowledge and agree the Website may include certain Content which may be subject to proprietary rights of third parties, and that the Service including all components thereof is fully owned by Us and/or duly licensed to Us and may be protected under international patent, copyright, trademark or trade secret laws as well as international treaties. The Service is provided to you AS IS for your information and personal use only. You further agree to not engage in the use, copying, or distribution of any of the Service other than expressly permitted herein, including any use, copying, or distribution of User Data of third parties obtained through the Service for any commercial purposes
- All title and intellectual property rights in and to any data of any third party which may be linked to or viewed in connection with the Service is the property of the respective data owner and may be subject to terms and conditions of third parties that duly licensed such content to Us (“Third Party Agreements“). We claim no ownership rights and We take no responsibility over any kind of information, offer and recommendation displayed on the Website. You acknowledge that the terms of such Third Party Agreements shall be binding upon You with regard to any use You make under the Service, including any subsequent changes to the Third Party Agreements. The look and feel of the Service and the Website, including its color combinations, logos, button shapes, and other graphical elements, also are the trademarks and intellectual property of Noviopus. Other trademarks used on the Website are the property of their respective owners. The license granted under this Agreement shall not constitute a sale of the content on the Website or any portion or copy thereof.
- Noviopus may display or provide links or other interaction with third party websites and third party advertising banners on the Website (“Third Party Websites“). In particular, the Services may also provide You with the opportunity to connect and publish information through Third Party Websites and other third party services such as advertising sites. Use of any such Third Party Websites and services shall be at the risk of You and subject to the terms and conditions of the Third Party Website provider.
- You hereby grant Us, and We hereby accept a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by You relating to the operation of the Service.
- Mutual Warranties. Each Party represents and warrants that it has the legal power to enter into this Agreement.
- Disclaimer. YOU HEREBY DECLARE AND ACKNOWLEDGE THAT THE SERVICE IS PROVIDED ON AN “AS IS” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR NEEDS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR BE FREE FROM WEBSITE ERRORS, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED, UPDATED, UPGRADED, FIXED, OR ENHANCED. NO ACTION SHOULD BE TAKEN, DELAYED, OR DEFERRED BASED ON THE ANYTHING FOUND ON THE SERVICE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER DATA OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. WE ARE UNDER NO OBLIGATION TO PROVIDE YOU WITH ANY ERROR CORRECTIONS, UPDATES, UPGRADES, BUG FIXES AND/OR ENHANCEMENTS.
- YOU ACKNOWLEDGE AND AGREE THAT ANY DATA CREATED UNDER THE SERVICE MAY BE LOST, REMOVED OR DAMAGED.
- YOU HEREBY DECLARE AND ACKNOWLEDGE THAT THE USE OF THE WEBSITE DOES NOT CONSTITUTE PROFESSIONAL ADVICE NOR DO WE PURPORT TO PROVIDE ANY PROFESSIONAL ADVICE AND NONE OF THE CONTENT ON THE WEBSITE SHALL BE DEEMED TO CONSTITUTE THE PROVISION OF LEGAL OR OTHER PROFESSIONAL ADVICE IN ANY WAY.
- Noviopus relies on other service providers (such as network provider, data centers, telecommunication providers) to make the Services and the Website available to You. Whilst Noviopus takes all reasonable steps available to it to provide You with a good level of service, Noviopus does not guarantee that such service shall be fault free or uninterrupted at all times. Noviopus therefore shall not be liable in any way for any losses You may suffer as a result of delays or failures of the Services and Website as a result of Noviopus’s service providers.
- LIMITATION OF LIABILITY
- Limitation of Liability. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL FEES PAID TO US BY YOU FOR USE OF THE SERVICE DURING THE PRECEDING THREE MONTH PERIOD.
- Exclusion of Consequential and Related Damages. IN NO EVENT SHALL WE HAVE ANY LIABILITY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
You shall indemnify and hold Us and our predecessors, successors, parents, subsidiaries, Affiliates, officers, directors, shareholders, investors, employees, agents, representatives, and attorneys harmless from and against any and all losses, damages, costs and expenses (including attorneys’ fees) arising out of or relating to: (i) Your gross negligence or willful misconduct; (ii) Your use of the Service; (iii) Your User Data; or (iv) Your breach of this Agreement; or (v) the use by You of any third party’s intellectually property, or any action or inaction by You that infringes or misappropriates the intellectual property rights of a third party or violates applicable law.
- TERM AND TERMINATION
- This Agreement commences on the day you register for the Service and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated.
- We may at any time terminate this Agreement with You if: (i) You have breached any provision of the Agreement (or have acted in manner which clearly shows that You do not intend to, or are unable to comply with the provisions of the Agreement); or (ii) We are required to do so by law (for example, where the provision of the Service to You is, or becomes, unlawful); or (iii) We are transitioning to no longer providing the Service to Users in the country in which You are resident or from which You use the Service; or (iv) the provision of the Service to You by Us is, in Our opinion, no longer commercially viable; or (v) if Noviopus’s network providers and suppliers cease providing Noviopus with their services. In the case of each of (i) and (ii) of this paragraph We shall, where possible, give reasonable notice of such termination.
- You may terminate this Agreement at any time by cancelling Your subscription on the Website. Fees paid in advance by You are non-refundable.
- Term of User Subscriptions. User subscriptions made by You commence on the start date specified in the applicable subscription confirmation and continue for the subscription term specified therein or until the subscription is terminated in accordance with the terms of this Agreement.
- Surviving Provisions. 6(Proprietary Rights), 7 (Disclaimer), 8 (Limitation of Liability), 9 (Indemnification), 10 (Term and Termination), and 11 (General Provisions) shall survive any termination or expiration of this Agreement.
- GENERAL PROVISIONS
- Modifications and Additional Terms. Without limiting any other terms herein contained, We reserve the right in Our sole discretion to add, change, discontinue or otherwise modify elements and features to the Service at any time. We will post notifications regarding such changes on the Website. It is, therefore, important that You review this Agreement regularly to ensure You are updated regarding any changes. In addition, in order to use certain parts of the Service, You may be required to agree to additional terms and conditions. Those additional terms are hereby incorporated into this Agreement as an integral part hereof.
- Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to You shall be addressed to the system administrator designated by You for Your Account. Notices to Us shall be to one of the addresses detailed in the “contact us” section on the Website.
- Contact: Noviopus may send you periodic updates regarding the Service, Your use and other information relating to the Service as well as promotional messages. You can opt-out of these messages at any time.
- Third Party Advertisements: Noviopus’s services may contain advertisements made by third parties. Noviopus is not affiliated to, nor it endorses, these ads.
- Age Restrictions. Use of the Service is restricted to those individuals 18 years of age or older that are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties herein. By using the Service, You hereby represent that You are 18 years of age and have the authority to enter into the Agreement.
- Relationship of the Parties. This Agreement, including any of its provisions, does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
- No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
- Waiver and Cumulative Remedies. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
- Assignment. You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Us (not to be unreasonably withheld). Notwithstanding the foregoing, We may assign this Agreement in its entirety, to any third party, including to Affiliates. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
- Governing Law & Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel. Each party consents to, and agrees that each party is subject to, the exclusive jurisdiction of the court of Tel-Aviv, Israel, for any litigation arising out of this Agreement.
- This Agreement, including all Appendices attached hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted.