Terms & Conditions For Employers
Who We Are and What We Do:
We are Actiview, and we have developed Assense. Assense is a scientific assessment platform, based on artificial intelligence. Its purpose is to assist you in recruiting talent that best match your needs. Assense is comprised of software that provides data-driven insights about candidates or employees through the use of either a virtual reality headset and a remote control (the “VR Device”) or a tablet device (the “Tablet”), as selected by the employee or candidate (the VR Device and/or
the Tablet are also referred to as the “Equipment”).
The Assense product collects and analyzes data through sensors during virtual reality tests performed by the employee or candidate such as the location and angle of the person’s head and angle of view, the use of the remote control or of the cursor or touch selections (the “Information”). Assense examines both the answers and the Information. We use the Information to generate a report that provides insights and analyses of how the candidate performed and his or her compatibility with the profile set by you for the applicable position (“Report”). You are responsible for the specific configuration and content chosen for the Services (as defined below), and the compliance of the profile with applicable law.
What is This Document?
This is a legal document that describes the terms of your use of the Assense system. By using or accessing our Services you agree to be bound by these terms, so you should read them carefully.
All Terms and Conditions contained in the Quote are incorporated by reference into these Terms and Conditions.
What Rights Do I Get From Actiview?
You will receive the right to use Assense (through one or more platforms, such as a desktop or a mobile device) during the term of your subscription, pursuant to a non-exclusive, non-transferable, revocable license granted to you. The subscription is a recurring subscription in accordance with the terms of the Quote. This right is only for you and for your internal business operations. You cannot assign it to others or permit others outside of your business to use it.
The Assense product and Services may contain information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, notes, drawings, articles and other materials of Actiview or other third parties that are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights.
Actiview owns the Services, including the compilations (meaning, the collection, arrangement and assembly) and method of presentation of the information and data provided through the Services, as well as the underlying platforms of the Services. Actiview’s trademarks, slogans, service marks, trade names, and trade dress, which appear via the Services are the property of Actiview.
All other trademarks, trade names and logos appearing on the website, whether registered or not, are the property of their respective owners.
What Kind of Support and Training Services Will I Receive?
In addition to access to the Assense software, you shall receive training and support services specified in the Quote as well as cloud storage services (collectively, the “Services”). In addition, Actiview may offer you upgrades and/or updates of the Assense product from time to time. The terms and conditions of our cloud services provider can be found here: https://cloud.google.com/terms.
The support services shall include the repair of malfunctions in the Assense product. We will deliver support services via Actiview’s website, by e-mail, telephone, video conference, or by remote access to your server. Some or all of the support services may require you to use the Equipment, including the VR Device.
Support will not be provided if the error is of user origin, or arises out of any unauthorized modifications of or interfaces to the Services or the Assense product, failure or breakdown of the Equipment not supplied by us pursuant to the Quote, problems arising between the Services and the Equipment, viruses, electricity and/or communications problems or is otherwise outside Actiview’s obligations under this Agreement.
For the purpose of providing the support we may need to access your domain within our servers and view personal data.
What Do I Need In Order to Use Assense?
When you first subscribe to the Services, you must have a web browser version that supports Internet Explorer 9 or a later version, Chrome or Firefox. You must make
sure that you upgrade to the minimum current web browser requirements that Actiview sets from time to time in order to properly access the Services.
You must procure and maintain your network connections and telecommunications links from your systems to the Assense platform. Actiview will not be responsible for any problems, delays, failures or losses that are due to your network connections or telecommunications or for technical conditions not in its control.
To use the Assense product, you will need to use the VR Device or the Tablet that meet the Actiview specifications, as updated from time to time (the “Equipment”). You can purchase the Equipment from us or you can obtain it independently of us.
If you chose to purchase the Equipment from us, as indicated in the Quote, you will be required to pay the associated fees set out in the Quote. You are solely responsible for maintenance and operation of Equipment, if supplied and used, and any consequences of using your Equipment.
Actiview’s terms of purchase of Equipment appear here:
The risk of loss, damage, theft, destruction or requisition of the Equipment supplied by Actiview pursuant to a Quote passes to you upon delivery to your location. Following delivery, you are responsible for (i) all risk of loss or damage, including, without limitation, risks of fire, theft, vandalism, lightning, severe weather, electrical surge and similar risks; (ii) maintaining Equipment in your possession or under your control in good repair; and (iii) replacing lost Equipment which cannot reasonably be repaired.
For Equipment purchased by you from Actiview, Actiview will provide a standard manufacturer’s warranty for the parts only, for the term of the manufacturer standard warranty and subject to and in accordance with the warranty terms of the manufacturer. This warranty does not cover any work or servicing required and does not apply to: (a) consumable parts, such as batteries; (b) damage caused by accident, abuse, misuse, fire, liquid contact, earthquake or other external cause; (c) damage caused by operating the Equipment outside the published guidelines or documentation; (d) damage caused by servicing performed by anyone who is not a representative of Actiview; (e) Equipment that has been modified; or (f) normal wear and tear or aging of the Equipment.
If you chose to independently obtain the Equipment, it is important to make sure that the Equipment meets the Actiview specifications so that it will be compatible with Assense. If you have chosen to purchase the Equipment independently, please consult with our support team prior to the purchase in order to make sure your hardware is compatible.
How Do I Access the Services?
In order to access the Services, you will first be required to register or create an Actiview account. You will get a username and set a password, which shall be kept confidential and used only by your designated personnel. Once you log in, you shall have access to a customized dashboard keeping track of candidates’ performance of the Assense tasks (including scores and rankings against other candidates) as well other key recruiting information that you may input, such as your notes from candidate interviews and CVs.
How Much Does it Cost to Receive the Services?
In order to receive the Services, you must accept the Quote and pay the fees specified on the payment dates set out in the Quote (the “Service Fees”). To get started, you need to complete your details and select your subscription package on the Quote Form. Our Quote form is the Assense-approved form created following your purchase of one of our products or services through our order and payment process or via in-app purchase. It contains all of the details about your purchase, including your subscription term, products purchased and the Service Fees.
The Subscription Fees will remain fixed during the initial term of your subscription unless (i) you exceed your usage limits for assessments, user or other applicable limits, (ii) you upgrade products or base packages, (iii) you subscribe to additional features or products, or (iv) as otherwise agreed to in your Order. We may also choose to decrease your fees upon written notice to you.
The Service Fees specified in the Quote are valid for the Initial Term (as defined below) only.
Actiview reserves the right to change the Service Fees or applicable charges and to institute new charges and Service Fees at the end of the Initial Term (as defined below) or each then-current Renewal Term (as defined below), upon sixty (60) days’ prior notice to you (which may be sent by email). If you do not agree to this increase, you may terminate your subscription at the end of your then-current term by giving thirty (30) days’ prior notice.
Unless otherwise stated, Service Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying all Taxes associated with the Quote, except for those Taxes assessable against Actiview based on its income or related to its personnel. Actiview will invoice you for such Taxes if Actiview has a legal obligation to do so and you will promptly pay such Taxes. Payment by you to Actiview or on its behalf will be made without any deduction of any taxes, withholding taxes, levies or other and charges.
Actiview shall invoice you for (i) Services ordered on a continuing basis at the beginning of each billing cycle stated on the Quote you sign up for; (ii) for Services provided on a per assignment basis, at the beginning of each calendar month in respect of amounts due during the previous month; and (iii) any additional items ordered, setup and other special Services, if any, at the beginning of each calendar month in respect of Services ordered during the previous month, in accordance with the Service Fees included in the Quote or according to Actiview’s then current Service Fees, as applicable. If you are paying against an invoice, we will invoice you before the beginning of the Term and of each subsequent billing period, and at any other time when Service Fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Quote.
If you are paying us by credit card, you authorize us to charge your credit card or bank account for all Service Fees payable during the Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
You are required to keep your contact and billing and payment details accurate. You may update these details from time to time through your Assense account.
All payment obligations are non-cancelable and all amounts paid are non-refundable, other than as provided for in these Terms and Conditions. You shall have no right to withhold or reduce Service Fees or set off any amount of the Service Fee. Actiview shall be entitled to reimbursement for the reasonable costs of collection, including reasonable fees and expenses of attorneys. Without derogating from any other right or remedy, Actiview may suspend Services if payments are delayed.
If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged.
If you fail to timely pay the Service Fees for a period of time, we shall have the right, among other things, to terminate the relationship between us and cease provision of the Services.
If at any time you believe that Actiview has billed you incorrectly, you must contact Actiview at firstname.lastname@example.org, within sixty (60) days after the payment date of the disputed amount, in order to discuss the need for an adjustment or credit from Actiview. If you do not contact Actiview in time, you waive your right to dispute the payment.
See the Quote for additional payment terms.
For How Long Will the Services be Provided?
Actiview will deliver the Services to you for the term specified in the Quote, unless the Services are terminated earlier as described in these terms and conditions.
The initial term of the Quote is as specified in the Quote and it shall commence on the date Actiview notifies you that the setup of the Assense Platform has been completed (the “Initial Term”) and shall automatically renew as described in the Quote (each a “Renewal Term”) until terminated by you upon the provision of thirty (30) days’ advance written notice (the “Term”).
Notwithstanding the foregoing, Actiview shall have the right to terminate the Quote, in whole or in part, immediately, upon written notice to you, if you: (i) become insolvent; (ii) file a voluntary petition in bankruptcy; (iii) have an involuntary petition in bankruptcy filed against you; (iv) have a receiver, administrator, custodian or trustee appointed over you or your assets; (v) execute an assignment for the benefit of your creditors; or (vi) in the event that you materially breach these terms and conditions and such breach is not remediated within five (5) days of notice thereof to you.
If Actiview notifies you of a change to the Services and you do not wish to use the Services after notification of such change, you may, within thirty (30) days of the date of notification, provide Actiview with a written notice of termination of these terms and conditions. Upon any such termination, Actiview will promptly refund any unused Service Fees prepaid by you.
Once our relationship is terminated, all rights granted to you under these terms and conditions shall automatically and immediately terminate and expire.
What Are the Rules of Conduct While Using the Services?
You are responsible for all activity occurring under your Actiview account and subscriptions so we urge you to always log-off from the Services when leaving your device or computer unattended and to restrict access to the Services to a need to know basis.
You should not upload to the Assense platform data which you are not allowed to use or collect pursuant to applicable law. You should not use the Service or the
Information in contravention of applicable law. Unauthorized use can lead to termination of the Services.
You shall be solely responsible for the content you (or any of your authorized users transmit or submit through the Services (“Customer Content”). You are responsible for the specific configuration and content chosen for the Services, and such content’s compliance with applicable law. You are responsible for the use of the Services designated for each specific user depending on the job description and the legal limitations on information that may be collected and analyzed under the circumstances. You should not violate the privacy of a candidate or an employee using the Assense product.
You expressly agree that your use of the Services and any of your Customer Content will not: (1) be defamatory, libelous, abusive, or obscene or include material which encourages conduct that would constitute a criminal offense, or give rise to civil liability or otherwise violate any applicable local, state, federal, or international law; (2)
infringe on the copyright or any other proprietary right of any third-party, and you will only make use of information you own or have a right to use or that you received appropriate legal consent to use; or (3) be otherwise inappropriate or unlawful. You also confirm that you are the exclusive holder of all rights in the Customer Content provided by you and you acknowledge and agree that you are entitled to upload the Customer Content to the Services.
You should not:
We reserve the right to monitor the use of the Services to confirm compliance with these terms.
What Happens if I Breach These Terms and Conditions?
If you breach these terms and conditions, or if Actiview believes that you are using the Services in a manner inconsistent with these terms and conditions or that poses a risk to the security or functionality of the Services, then we may terminate the relationship between us or suspend your access and use of the Services. Actiview may take these actions in addition to any other legal rights that it may have in the circumstances.
Do You Give a Warranty for the Services?
We provide the Services “as is” and “as available”, without any warranties and representations.
To the fullest extent permitted by applicable law, we expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranty of merchantability, fitness for a particular purpose and non-infringement. We make no warranty whatsoever with respect to (i) the Services meeting your requirements, or being uninterrupted, continuous, timely, or error or virus free; (ii) whether your use of the Services or the Information will generate any results or consequences; or (iii) whether your use of the Services is lawful in any particular jurisdiction.
What Indemnification Obligations Do I Have?
By accepting these terms and conditions, you undertake to indemnify and save harmless Actiview and its directors, officers, employees, representatives and agents (“Related Parties”) against all demands, claims, actions, liabilities, losses, costs, damages or expenses whatsoever, including reasonable attorneys’ fees (“Damages”) asserted against, imposed upon or incurred by Actiview or any of its Related Parties resulting from or arising out of any breach of these terms by you or arising and related to your use of the Services (including, without limitation, recruitment or staffing decisions).
Actiview shall not be liable, in any event, for any incidental, special, indirect or consequential damages whatsoever arising out of or related to your use or inability to use the Services. Some jurisdictions do not allow the limitation of liability for incidental or consequential damages, so this limitation may not apply to you.
In no event shall our total liability to you for all damages related to the subject matter of these terms exceed the Service Fees actually received by us from you under these terms during the three (3) months preceding the applicable claim.
The limitations, exclusions and disclaimers in this section and elsewhere in these terms apply to the maximum extent permitted by applicable law.
What Do I Need to Know Regarding Privacy?
Actiview’s Privacy Notice explains how Assense collects, stores, accesses, transfers, analyzes, uses or otherwise processes (“Processes”) Personal Information of your candidates or employees using the Assense product. “Personal Information” means details and information, which identify a natural person, or could be used to identify a natural person.
for that specific user. You shall have no claim or demand against Actiview in such event.
You are deemed the ‘controller’ of the Personal Information that Actiview Processes in connection with the Services. In the provision of the Services, Actiview is the ‘processor’ of such Personal Information. The processing of the Personal Information is done in accordance with these terms and conditions, other reasonable documented instructions that you may give to Actiview, and applicable law.
The Report is only for your use. You can disclose the results of any testing or benchmarking of a candidate or employee who took the Assense assessments generated by the Assense product to such employee or candidate who took the Assense assessments. These results may only be presented with the final Report generated by the Assense product. If you deliver to a candidate or employee the final Report generated by the Services about such employee or candidate further to a request, you may not, in complying with such a request, reveal any Actiview intellectual property, confidential information and trade secrets, such as our algorithm and testing methods and techniques.
If you are required, under Applicable Data Protection Laws, to enter into a separate data processing agreement with Actiview, please contact us and we shall furnish you with our Data Processing Addendum.
What Other General Terms Apply?
In the event that you have received a Quote from an authorized reseller of Actiview, the terms of such Quote as well as the Terms and Conditions of Employers shall apply. If there is a conflict between these terms and conditions and the Quote, these terms and conditions shall prevail to the extent of the inconsistency.
You agree to keep Actiview’s intellectual property confidential and not to use Actiview’s name in any publicity without Actiview’s prior approval.
Neither party will be liable for any delay or failure to perform any obligation under this Purchase Order where the delay or failure results from any cause beyond its reasonable control, including acts of God, pandemics, labor disputes or other industrial disturbances, electrical or power outages, utilities or telecommunications failures, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
The laws of the State of Israel, excluding its conflicts of law rules, govern these terms and conditions and your use of the Services. Any controversy, claim, or dispute in connection with, arising under, or related to these terms shall be settled exclusively in the courts of Tel Aviv, Israel. Your use of the Services may also be subject to other local, state, national, or international laws.
Who Should I Contact if I Have Questions?
Please refer any question you may have to email@example.com.
Copyright © 2020, Active-You Threed Ltd. (“Actiview”). All rights reserved.
Last Updated: October 29, 2020