YOUR USE OF THE Arheev® SERVICE OFFERED AT Arheev.com ("SERVICE") IS SUBJECT TO THESE TERMS OF USE. TO USE THE SERVICE, YOU MUST AGREE TO BE BOUND BY THESE TERMS OF USE ("AGREEMENT") WITH Norveon doo. IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.
This Agreement governs your use of the Service regardless of the method of access, including via internet browser, smartphone, tablet, or other internet-connected device.
By signing up for the Service on behalf of an Arheev client, you confirm that (a) you are duly authorized to represent the legal entity under which the client operates and all client subsidiaries that will use the Service under the client, (b) you accept the terms of this Agreement on behalf of such legal entity and its subsidiaries, and (c) all references to "you" in this Agreement refer to such legal entity, its subsidiaries, and all employees, consultants, and agents of those parties. You are responsible for all activities on the Service that occur under your account. You accept that signing up for, accessing, or using Arheev services does not create any relationship with Arheev other than as a client and user. You are not considered an employee, contractor, or partner of Arheev.
1.1 The Arheev® Service may include additional services to which you subscribe directly from or through Arheev ("Additional Services"). Some of these Additional Services have specific additional terms that apply to your use of those Additional Services ("Additional Terms"), and those Additional Terms become part of this Agreement. In the event that an Additional Term directly contradicts any term in this Agreement, the Additional Term will apply to your use of the Additional Services instead of the term contained in this Agreement. For avoidance of doubt, any reference to the Service in this Agreement will include Additional Services.
2.1 Term. This Agreement will remain in effect (a) as long as you have an active subscription to the Service or (b) if you choose to use the Service for a free trial period, and do not purchase a subscription before the end of that period, until the end of the trial period ("Term").
2.2 Start Date and Renewal. Subscriptions you purchase begin on the start date indicated when you complete the initial payment process and continue until terminated. If you add an additional subscription for a new Arheev® service or module later, the new service will begin on the start date indicated at the time you add the new service and will continue until terminated. Subscriptions automatically renew as described in Section 5.1. If you want a separate instance of the Service for a subsidiary, that subsidiary must purchase its own subscription to the Service and separately accept this Agreement.
2.3 Cancellation. You are solely responsible for properly canceling your subscription. You can cancel your subscription at any time by contacting Arheev via email or phone. Cancellation will take effect at the end of the current billing period, and there will be no refund for unused portions of the subscription.
2.4 Suspension and Termination of Service. Arheev may suspend your access to the Service and terminate this Agreement and your use of the Service at any time in the event that you materially breach this Agreement (including non-payment) and do not remedy such breach within 30 days after Arheev provides you with written notice of such breach (including notice via email), or earlier if certain subscription or Additional Terms provide otherwise. Notwithstanding the foregoing, Arheev may immediately suspend or terminate your access to the Service without liability if you breach Sections 4.1, 4.6, or 13 of this Agreement at Arheev's sole discretion, OR if your first payment is not made or is invalid. Arheev may also degrade, suspend, or terminate your access to the Service without liability, after providing you with 30 days' advance written notice, if (a) you do not expressly accept material modifications to this Agreement in accordance with Section 3.1 below, or (b) you do not log in or otherwise use the Service for a period of 180 days or more if you have a paid account and for a period of 60 days or more if you have a free account.
2.5 Download and Deletion of User Data. In the event your subscription is terminated, except in cases where it is terminated by Arheev due to your non-payment or breach of Sections 4.1 or 13, you will continue to have the ability to download information that you or someone on your behalf has provided, entered, or uploaded to your databases in the Arheev® Service ("User Data") for 30 days after the expiration or termination date of your subscription. After such 30-day period or if your subscription is terminated due to your non-payment or breach of Sections 4.1 or 13, Arheev will have no obligation to maintain any User Data and will thereafter, unless legally prohibited or required pursuant to Additional Terms, delete all of your User Data contained in the Arheev® Service.
2.6 Beta Service. You may be provided with an opportunity to participate in beta or early access programs that are integrated into or separate from the Service ("Beta Service"). By signing up for a Beta Service, Arheev grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access and use the Beta Service. You agree that (a) Beta Services are made available to you "as is" and "as available" and may contain errors, omissions, bugs, and similar inconsistencies and (b) Arheev is under no obligation to correct such errors. Arheev reserves the right to modify or terminate your use of any Beta Service at any time at our sole discretion.
2.7 Acceptance. Upon acceptance of the Agreement, use of the Service and/or completion of the implementation process, you are deemed to have accepted the Service "as is". There may be updates to the Service that are periodically released and your continued use of the Service constitutes acceptance of the latest version of the Service. If you are dissatisfied with the Service for any reason, your sole remedy is to cancel your subscription in accordance with the terms of this Agreement.
3.1 Service Levels. The Service may be available in free or paid versions at different levels. Not all features and functionality of the Service are available in every version or level. Arheev reserves the right, at its sole discretion, to modify, add, or remove portions and/or functionality of the Service on a temporary or permanent basis, without liability to you or any third party.
3.2 Agreement Modifications. Arheev may modify or update this Agreement at any time for reasons such as, but not limited to, (a) taking into account changes in applicable laws (b) clarifying any text or terms (c) taking into account new products or services (d) preventing or addressing any abuse of offered Services, etc. In the event Arheev determines it is necessary to make a material modification to this Agreement, you will be provided with 30 days' advance notice of such change and will be requested to expressly accept such modified version of the Agreement. Failure to accept material modifications may result in termination or suspension of your access to the Service as described in Section 2.4. However, please note that your use of the Service after modifications to the Agreement take effect constitutes your binding acceptance of such changes.
3.3 Exclusive Remedy. If you are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, you agree that your sole and exclusive remedy is to terminate your subscription and discontinue use of the Service.
4.1 Usage Rights. During the Term, Arheev grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access and use the Service and associated documentation included in the Service and all modifications and/or enhancements to any of the foregoing via web browser or other device that you own or control for your internal business use. Nothing in this Agreement obligates Arheev to deliver to you or make available to you any copies of computer programs or any software used to provide the Service ("Software"), either in object code or source code. You agree that you will use the Service, including Beta Service, only in compliance with all applicable local, state, national, and international laws, rules, and regulations ("Applicable Law"). You shall not, and shall not agree to, and shall not authorize, encourage, or permit any third party to use the Service, including Beta Service:
4.2 Support. Arheev will: (a) provide you with basic support related to your use of the Service at no additional charge, and with enhanced support, if available, and purchased separately; (b) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (i) planned maintenance time, (ii) any unavailability caused by circumstances beyond Arheev's or its subcontractors' reasonable control, including, but not limited to, acts of God, acts of government, floods, fires, earthquakes, pandemics, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), internet service provider failures or delays, or denial of service attacks, or (iii) as necessary to update the Service to ensure its security and integrity, and (c) provide the Service only in accordance with Applicable Law. Arheev's business hours for basic support are 9:00 AM to 5:00 PM, on business days.
4.3 Security Measures. Arheev will maintain commercially reasonable administrative, physical, and technical safeguards for the Service and the security of User Data. Arheev will not (a) disclose your Data for any purpose other than providing the Service, except when required by Applicable Law or as you expressly authorize in writing or as otherwise provided in our General Privacy Notice or (b) access your Data except to provide the Service and prevent or address service or technical problems, at your express request in connection with customer support matters, or as provided in our General Privacy Notice.
4.4 Your Responsibility. You are solely responsible for User Data and all uses of User Data that occur over your account or any actions taken by your employees, administrators, consultants, agents, etc. on your account. Access credentials are for use only by you and your authorized users, in each case in connection with your use of the Service, and you may not sell, transfer, share, or sublicense access credentials to any other person, or permit any other person to do so.
4.5 Administrative Control. You agree that you retain administrative control regarding to whom access to your account with the Service is assigned. Each account is controlled by the account owner tied to a specific email address and may also have one or more administrators and/or billing administrators who assist in managing the account.
4.6 IF YOU CHOOSE TO USE AND/OR PAY FOR A TRIAL OR TEST ACCOUNT (AN ARHEEV ACCOUNT WITH LIMITED TIME AND USAGE THAT IS USED TO TEST THE SERVICE), YOU AGREE AND ACCEPT THAT (A) YOUR TEST ACCOUNT WILL NOT BE USED WITH LIVE OR REAL USER DATA AND (B) ARHEEV MAKES NO WARRANTIES OR GUARANTEES WITH RESPECT TO THE TEST ACCOUNT.
4.7 API Integration. If you integrate with Arheev using our API, you are responsible for authorizing the rights, permissions, and data that is accessed or shared through our API. You agree that you will not share API credentials, including but not limited to tokens, with unauthorized individuals. You must use efficient programming that will not cause an excessive number of requests in too short a time period, as determined solely by Arheev. If this happens, Arheev reserves the right to limit your API connections or suspend or terminate your use of our API.
5.1 YOUR SUBSCRIPTION TO THE SERVICE AUTOMATICALLY RENEWS ON A MONTHLY BASIS. IF YOU PAY BY CREDIT CARD, YOUR CREDIT CARD WILL BE CHARGED ONCE A MONTH FOR MONTHLY SUBSCRIPTIONS OR AT THE TIME ANY SUBSCRIPTION BASED ON YOUR EMPLOYEE COUNT AND SERVICE SUBSCRIPTION IS CONSUMED. Arheev will send you a confirmation via email when your card is charged. If your card cannot be charged, Arheev will notify you and you will need to update your payment information. In the event you do not update your payment information within 22 days of Arheev's notice, your access to the Service may be suspended and you will need to update your card information to continue using the Service. There will be no refunds or credits for partial months of service.
5.2 Price Adjustment. We may offer you certain discounts if you prepay your monthly subscription. If you cancel your subscription, or your subscription is suspended due to non-payment, before your subscription is used up, we will refund you any unused prepaid fees, but you will no longer be eligible for the prepaid subscription discount and will be charged the difference between the monthly price and the prepaid discount price for the number of months your subscription was active during the prepaid subscription period. If you cancel only part of your subscription, you may still be eligible for the prepaid subscription discount and prepaid amounts related to that part will be used for other services you have subscribed to.
5.3 Fees and Taxes. All fees are exclusive of any taxes or duties imposed by governing authorities. Except for sales taxes that Arheev may be required to collect from you and forward to the appropriate tax authorities, you are solely responsible for payment of all such taxes or duties.
5.4 Subscription Fee Adjustments. Arheev may at any time, with at least 60 days' notice, or a longer period if required by Applicable Law, change the price of your subscription or any part thereof, or institute new fees or charges. If you have prepaid your monthly subscription service, price changes and introduction of new fees implemented after your prepaid subscription will take effect for your next monthly subscription period after 60 days' notice and the updated fees will be deducted from your prepaid subscription.
6.1 Arheev Rights. As between the parties, Arheev owns and will retain all right, title and interest in and to (a) the Software, Service and Beta Service including all intellectual property rights therein, and (b) all operational and performance data related to your use of the Service and Beta Service, including, without limitation, which features are used, time spent using the Service and Beta Service, and similar data and metadata created in connection with the Service and Beta Service, together with analysis of such operational and performance data and derived findings, correlations, discoveries and other insights or learnings that Arheev draws from such analysis (collectively, "Performance Data"). Arheev may collect, use and disclose all such Performance Data for its business purposes (such as optimization of software usage, product marketing, industry benchmarking, best practice guidance, recommendations, data analysis or similar reports for distribution and use by you and other Arheev clients and potential clients, etc.), including combining and analyzing Performance Data with other data, and (c) all de-identified, anonymized, pseudonymized data in accordance with Applicable Laws such that the data does not reveal your identity, any of your confidential information or any personal data belonging to you or your employees.
6.2 Your Rights. You retain all right, title and interest in and to User Data. Arheev has no right, title or interest in any personally identifiable information contained in or related to User Data. If you are a consultant of an Arheev client and are providing services to such client that include or encompass accessing and/or using User Data, you acknowledge that you do not own or have any rights or interest in the User Data except as authorized by the Arheev client and that such client is the owner of User Data in the Arheev Service.
6.3 Feedback. To the extent you provide any suggestions, requests for improvements, recommendations, comments or other feedback ("Feedback") regarding the Service, including the Beta Service, to Arheev, the Feedback shall not be deemed confidential or proprietary, and Arheev may use and incorporate any such Feedback to improve the Service and/or Beta Service, or for any other purpose. Accordingly, if you provide Feedback, you agree that Arheev will own all such Feedback, and Arheev and its affiliates, licensees, clients, partners, third-party providers and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Service or other related technologies, and you hereby assign all rights in such Feedback to Arheev.
6.4 Deliverables. From time to time during the Term, Arheev may develop, create or prepare customized documents, designs, computer programs, computer documentation and other materialized items ("Deliverables") for you as agreed between you and Arheev. Arheev will own and retain all right, title and interest in and to such Deliverables and hereby grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to use such Deliverables solely for your internal use during the Term.
6.5 Confidentiality. "Confidential Information" means any information, including User Data, disclosed by either party that should reasonably be understood to be confidential given the nature of the information or the circumstances of disclosure. However, "Confidential Information" will not include any information that (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party.
6.6 Privacy. The provision of the Service will comply with all privacy and data protection laws applicable to our business. Arheev's General Privacy Notice and Data Processing Agreement (DPA) (If applicable and accepted by you), are incorporated herein by reference. Arheev will use and disclose User Data only: 1) to provide the Service, pursuant to applicable laws, our privacy notices, and our Terms of Use, or 2) with your written consent.
7.1 Unless otherwise agreed between you and Arheev, during the Term, Arheev may disclose your company name as a client of Arheev and/or subscriber to the Service, and you hereby grant to Arheev the right to display your company name and logo in Arheev's marketing materials and on Arheev's public website, in each case in compliance with any branding guidelines you may provide to Arheev.
8.1 Certain features may enable users to submit, upload, post, share, or display (hereinafter "post") comments or content, as well as communicate with others through user comment areas, forums, direct messages, Arheev's blog, and similar user-to-user areas, as applicable (such comments and content shall be collectively referred to as "User Content"). User Content includes any comments or reviews you provide to Arheev, whether through customer support or otherwise, about the Service and/or Beta Service, but excludes all User Data.
8.2 You hereby grant to Arheev an irrevocable, perpetual, non-exclusive, transferable, sublicensable, assignable, royalty-free, worldwide right and license to use, reproduce, display, perform, distribute and prepare derivative works of any User Content that you post on our website or about the Service, including Beta Service, for any purpose and in all forms and all media, whether now known or hereafter discovered, and waive any and all claims that you may now or may hereafter have in any jurisdiction to any moral rights and all rights of "droit moral" in your User Content. If you post User Content, you represent and warrant to Arheev that you own or control all rights in and to such User Content and have the right to grant the rights to Arheev set forth above.
9.1 Limited Warranty. Arheev represents, warrants and undertakes that: (a) the Service will function substantially in accordance with the documentation and specifications Arheev generally provides in connection with the Service and any professional services Arheev performs for you will be performed in a professional manner and with a degree of skill and care that is required by appropriate professional procedures and practices.
9.2 DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE, ARHEEV HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, BETA SERVICE, SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES. ARHEEV DOES NOT WARRANT THAT THE OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.
9.3 LIMITATION OF LIABILITY. EXCEPT FOR (I) A PARTY'S BREACH OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, (II) THE INDEMNIFICATION OBLIGATIONS OF EITHER PARTY HEREUNDER, OR (III) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF EITHER PARTY, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, AND (B) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO THE FEES ARHEEV HAS CHARGED OR IS OWED BY YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. THE FOREGOING LIMITATIONS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT IS ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
10.1 External Breach. In the event of accidental, unauthorized or unlawful destruction, loss, alteration, disclosure of, or access to personal data ("Security Breach"), affecting personal data maintained through the Arheev® Service, which is perpetrated by anyone other than your employees, contractors, or agents, following discovery of such Security Breach, Arheev will: (a) initiate remedial measures that comply with Applicable Law and are consistent with industry standards; and (b) as required by Applicable Law, notify you of the Security Breach, its nature and extent, remedial measures Arheev will undertake, and the time frame within which Arheev expects to address the Security Breach. You will be responsible for meeting your obligations under Applicable Law.
10.2 Internal Breach. In the event of a Security Breach, as defined by Applicable Law, that is perpetrated by your affiliate, employee, contractor, or agent, or due to your failure to maintain your systems, network, or User Data in a secure manner, or failure to protect user credentials, you will have the sole responsibility for initiating remedial measures and will promptly notify Arheev of the Security Breach and the steps you will take to remedy such breach. At our sole discretion, we may take any action, including suspension of your access to the Service, to prevent harm to you, us, the Service or other third parties. You waive any right to make a claim against us for losses you experience that may result from our actions.
10.3 Breach Notifications. In the event that either party must notify individuals affected by a Security Breach or regulatory agencies, the notifying party will provide the other party with the opportunity to review and approve the notification for accuracy before it is provided, which approval shall not be unreasonably withheld.
11.1 You agree to indemnify, defend and hold harmless Arheev, and its affiliates, related entities, legal successors, officers, directors, agents and employees from and against any costs, damages, expenses (including reasonable attorneys' fees), judgments, losses and other liabilities (including amounts paid in settlement) ("Liabilities") resulting from any action, demand, claim, proceeding or suit by a third party ("Claim") to the extent arising out of or related to (a) your access to or use of the Software, Beta Service and/or Service contrary to this Agreement, (b) any employment decision or action you take because of information available through or your use of the Service or relating to the inaccuracy or incompleteness of any information you make available to your employees, independent contractors or candidates through or via the Services including, without limitation, inaccuracy or incompleteness of any information relating to the actual or proposed compensation, or equity ownership of such employees, independent contractors or candidates, (c) User Content or User Data provided by you, your end users or other third parties, (d) your breach or alleged breach of any third party right, including without limitation any right of privacy or any right provided under labor or employment law, and (e) your breach or alleged breach of this Agreement.
11.2 Arheev agrees to indemnify, defend and hold harmless you, and your affiliated entities, officers, directors, agents and employees from and against any Liabilities resulting from any Claim by a third party made or brought against you claiming that your use of the Software, Beta Service and/or Service in accordance with this Agreement infringes the intellectual property rights of a third party. Notwithstanding the foregoing, in no event shall Arheev have any obligations or liability arising from: (a) use of the Software, Beta Service and/or Service in a modified form or in combination with materials or software not provided by Arheev, and (b) any User Content, information or User Data provided by you, your end users or other third parties.
11.3 The party seeking indemnification hereunder shall (a) promptly notify the other party in writing of the Claim, (b) give the indemnifying party sole control over the defense of such Claim and all negotiations for compromise or settlement thereof (provided that if any settlement requires any action or admission by the indemnified party, then the settlement will require the indemnified party's prior consent), and (c) provide the indemnifying party with all reasonable cooperation, information, and assistance in connection with such Claim; provided, however, that failure of the indemnified party to provide prompt notice of a Claim, grant such exclusive control and/or provide such cooperation, information and assistance, shall not relieve the indemnifying party of its obligations under this Section 11, except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnified party may be represented by its own counsel, at its own expense.
12.1 This Agreement shall be governed by and construed in accordance with the substantive laws of the Republic of Serbia, without reference to conflict of laws principles.
12.2 Any legal action or proceeding relating to this Agreement must be brought before the competent courts of the Republic of Serbia. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement, unless the Republic of Serbia has ratified it.
13.1 Each Party shall comply with all Applicable Laws in connection with its own activities under this Agreement. The Service may be configured and used in ways that do not comply with Applicable Laws and you are solely responsible for ensuring that your employees' use of the Service and your use of the Service, including Beta Service, is in compliance with and pursuant to Applicable Law. In no event shall Arheev be liable for your failure to comply with Applicable Law in connection with your use of the Service or Beta Service.
13.2 Arheev does not provide its clients with legal advice regarding compliance, data privacy, or other relevant Applicable Laws in the jurisdictions in which you use the Service, and any statements made by Arheev to you shall not constitute legal advice.
13.3 You accept that Arheev does not exercise control over your specific human resource management practices implemented using the Service or your decisions to hire, promote, advance, terminate, notify or compensate any employee or authorized user of the Service. You further agree and accept that Arheev has no direct relationship with your employees and that you are responsible for all contacts, questions, User Data updates and collection thereof, with and from your employees. Additionally, you are responsible for privacy (including adopting and posting your own privacy policies governing your handling of User Data), collecting, using, retaining, and processing your User Data, and providing any and all notices and information to your employees in connection with the foregoing, in compliance with all Applicable Laws. Arheev hereby disclaims all liability arising from your decisions and from harmful data or code uploaded to the Service, including Beta Service, by you and/or your employees, contractors or agents.
13.4 You agree that you will not, directly or indirectly, upload, transmit, broadcast, export or re-export, or knowingly permit any of the foregoing with respect to the Service, Beta Service or the Software, or any technical information about the Service, Beta Service or the Software, to any country for which the Republic of Serbia's foreign trade and export control laws, or any regulation thereunder, requires an export license or other approval of the competent authorities of the Republic of Serbia, unless the appropriate export license or approval has been obtained.
13.5 You represent and warrant that (a) you are not located in a country that is subject to a Republic of Serbia embargo, or that has been designated by the Republic of Serbia as a "terrorist supporting" country; and (b) you are not listed on any Republic of Serbia list of prohibited or restricted parties.
13.6 You acknowledge and agree that the Service is not intended for use, storage, collection, or maintenance of protected health information as defined by the Personal Data Protection Act of the Republic of Serbia and other relevant health data regulations, and that Arheev is not a data processor within the meaning of laws governing the protection of personal data. You agree that you will not upload or store protected health information in the Service. You acknowledge and agree that the Service is not intended for use, storage, collection, or maintenance of cardholder data as defined by the payment card industry data security standards. You agree that you will not upload or store cardholder data in the Service except when shared with our third-party payment software for the purpose of paying for the Service.
14.1 If you use the iOS version of the Service, you acknowledge the statements made in this Section. This Agreement is between you and Arheev only, not with Apple Inc. ("Apple"), and Apple is not responsible for the Service or the functionality or content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty and if you purchased a subscription to the Service through Apple, then you may notify Apple and Apple will refund the purchase price for the relevant Service to you; and, to the maximum extent permitted by Applicable Law, Apple has no other warranty obligation whatsoever with respect to the Service.
15.1 Arheev AI features are offered by Arheev as part of the Services. If you use Arheev AI features, by accepting this Agreement, you are deemed to have accepted the AI Addendum which is incorporated herein by reference.
15.2 Offers and content for candidates and employees. To the extent you provide employment offers to potential candidates or total compensation reviews to employees, you assume sole responsibility for ensuring that the necessary and appropriate information, numbers, notices, financial terms and employment terms for each employment offer and total compensation dashboards are complete and accurate. Total compensation reviews provided in the product are solely a hypothetical example and are not a forecast, promise, or guarantee of any compensation or type of compensation. Factors included in total compensation, such as non-cash value estimates, are not promises of any compensation or type of compensation and are subject to change. Current and future value estimates, exercise costs, price per share, and ownership percentage may be higher or lower and may or may not take into account dilution from any potential transactions that may subsequently occur. This is for general informational purposes only and should not be construed as legal, financial or tax advice. Nothing in it is intended to create an offer or binding agreement of any nature. You are responsible for fulfilling any employment offers, compensation, or rewards you give to your employees and/or candidates. ARHEEV MAKES NO REPRESENTATIONS OR WARRANTIES AND ASSUMES NO LIABILITY FOR ANY EMPLOYMENT OFFERS OR TOTAL COMPENSATION REVIEWS (OR ANY INFORMATION YOU PROVIDED IN CONNECTION WITH THEM) THAT ARE CREATED, REVIEWED, DECLINED OR ACCEPTED IN THE SERVICES.
15.3 Third-Party Services. You acknowledge and agree that you will be solely responsible for procuring and complying with any license or rights to use any Third-Party Services ("Third-Party Services" means any services used in connection with the Services that are hosted or provided by a person or entity other than Arheev, whether linked to, integrated with, or connected to the Services by you or Arheev). Neither this Agreement nor our Privacy Policy will apply with respect to data stored on or manipulated by, or during transmission through the use of, Third-Party Services. For purposes of this Agreement, Third-Party Services are subject to their own terms and conditions and you use such Third-Party Services at your own risk. ARHEEV MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS ABOUT THEIR AVAILABILITY, RELIABILITY, UPTIME OR SECURITY, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.
16.1 Entire Agreement. This Agreement comprises the entire agreement between you and Arheev regarding the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. No purchase order, confidentiality agreement or other form submitted by you will modify, supersede, add to or in any way alter the terms of this Agreement.
16.2 Contra Proferentem. No provision of this Agreement shall be construed adversely to a party solely on the ground that the party was responsible for the preparation of that provision or the Agreement.
16.3 No Waiver. Arheev's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
16.4 Severability. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted so as to reasonably effect the intention of the parties and shall not affect the validity and enforceability of the remaining provisions.
16.5 Survival. Provisions of this Agreement which by their nature should survive termination and/or expiration, shall so survive such termination and/or expiration.
16.6 Assignment. You may not assign or otherwise transfer (by change of control or otherwise) any of your rights or obligations under this Agreement without the prior written consent of Arheev, which consent shall not be unreasonably withheld. This Agreement will be binding upon and will inure to the benefit of the parties and their respective legal successors and permitted assigns. Any assignment in violation of the foregoing shall be void.
16.7 No Legal Advice; Reliance. No part of this Agreement is intended to be nor shall be construed as legal advice. Arheev will not be liable for any errors or omissions in the content of this Agreement or for any actions taken in reliance thereon.
16.8 No Third-Party Beneficiaries. In accordance with Section 14.1, except as defined in other addenda or agreements, nothing in this Agreement, express or implied, is intended to or will confer upon any person other than the parties hereto any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
16.9 FAQ Disclaimer. No part or content contained in FAQs or FAQ videos is intended to be legal advice, contractual, a "meeting of the minds" or binding in nature. FAQs and FAQ videos are intended to be informative and do not create a contract or other binding agreement and should not be considered a substitute for reading and understanding this Agreement. FAQs and FAQ videos are not guaranteed to be accurate, complete, reliable, current, or error-free. In the event of a conflict between this Agreement and FAQs and/or FAQ videos, the terms of this Agreement shall prevail.
This Artificial Intelligence (AI) Addendum ("AI Terms") forms part of and is hereby incorporated into Arheev's online Terms of Use. These Arheev AI Terms apply to the client's access and use of any Arheev AI feature(s). All capitalized terms used but not defined herein have the same meaning as the same or substantially equivalent term in Arheev's Terms of Use.
"AI Providers" means OpenAI as described in our list of subcontractors which can be found here.
"Arheev AI" means any feature(s) or functionality offered by Arheev that uses artificial intelligence trained by machine learning using Arheev and/or third-party data models, which may be labeled or otherwise described as Arheev AI. Arheev AI is covered by Arheev's Terms of Use and is considered part of the Service.
"Data" means information provided, entered, or uploaded to your databases in the Arheev Service by you or on your behalf, as described in section 2.5 of Arheev's Terms of Use.
"Input" means questions or information which may include Data as submitted by the client to Arheev AI for processing.
"Output" means responses generated by Arheev AI and presented back to the client as a result of using Arheev AI based on Input submitted to Arheev AI by the client and which may or may not contain Data or other questions posed to Arheev AI as Input.
User Data, Inputs, and Arheev AI Output. When the client uses Arheev AI, the Output will be User Data. The client is solely responsible for the development, content, operation, maintenance, use, and distribution of its Inputs and Data. The client will ensure that neither the User Data nor the client's use of Arheev AI or any Output will: (i) violate any applicable law; (ii) violate these Arheev AI Terms, Arheev's Terms of Use, or any content and usage policies that Arheev may implement from time to time; or (iii) infringe, violate, or misappropriate any of Arheev's rights or any third party's rights.
Participation and Termination. The client's use of Arheev AI and/or its participation in the Arheev AI Beta Program is optional. At its sole discretion, Arheev may modify or replace any of the Arheev AI Terms as described in section 3.2 of Arheev's Terms of Use.
Risks and Limitations. Artificial intelligence and machine learning technologies have known and unknown risks and limitations. You acknowledge that you are solely responsible for (i) developing your own internal policies regarding the appropriate use of these technologies and training other users on your account about such policies, (ii) providing transparency and explainability notices and obtaining all necessary consents required by Applicable Laws, and (iii) implementing sufficient human oversight for the use of Arheev AI.
Limitations on Arheev AI Use. The client will not provide Input or attempt to generate Arheev AI Output through Arheev AI that consists of any sensitive or regulated information, including but not limited to: (i) Protected Health Information as defined by HIPAA or similar statutes, or health, genetic data, biometric records generally; (ii) government-issued identification numbers of any kind; or (iii) personal financial information or banking account information.
Intellectual Property. As between the parties, Arheev owns all right, title, and interest in and to Arheev AI and any resulting Performance Data, including all intellectual property rights and proprietary rights therein and notwithstanding anything to the contrary in these Arheev AI Terms, except for the rights granted herein, no other rights or permissions to Arheev AI are granted.
WARRANTY DISCLAIMER AND INDEMNIFICATION. ARHEEV AI IS PROVIDED "AS IS" AND ARHEEV MAKES NO WARRANTY REGARDING ARHEEV AI OUTPUT OR RESULTS THAT MAY BE OBTAINED FROM USING ARHEEV AI OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH ARHEEV AI. ARHEEV DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
Improving Arheev AI. Arheev may use Performance Data and Feedback collected from the client's use of Arheev AI to further develop and improve Arheev AI or as otherwise permitted under Arheev's Terms of Use.
Privacy. Arheev's Privacy Notice is incorporated herein by reference and applicable to the AI Terms.
AI Provider Policies. Arheev uses technology provided by its AI Providers to provide certain features and functionality of Arheev AI. The client must not use Arheev AI in a way that violates any AI Provider policies, including OpenAI's Usage Policies and Sharing & Publication Policy and Cohere's Usage Guidelines.
Additional Processing Instructions. To the extent that User Data submitted as input to Arheev AI contains Personal Data (as that term is used or similarly defined in the Arheev Data Processing Agreement in effect between the parties if accepted by the client), the client instructs Arheev to process Personal Data for the additional purpose of providing Arheev AI functionality and Arheev AI Output.
Entire Agreement; Modification; Conflicts. These Arheev AI Terms, together with Arheev's Terms of Use constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning their subject matter. Between Apple and Arheev, Arheev is responsible for any claims, losses, liabilities, damages, costs or expenses attributable to any failure of the Service to conform to any warranty, in accordance with the terms of this Agreement. Apple is not responsible for addressing any claims that you or any third party may have relating to the Service or your possession and/or use of the Service, including, but not limited to: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the Service infringes that third party's intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple's subsidiaries are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary of this Agreement.