Pyxai Terms of Use Agreement

Pyxai reserves the right to update or modify this Agreement at any time without prior notice. Any changes or modifications will be effective immediately upon posting the revised Agreement on our Website. Your continued use of our Services after any changes or modifications to the Agreement constitutes your acceptance of the revised terms.

It is your responsibility to review this Agreement periodically to stay informed about any updates or changes. If you do not agree to the revised terms, you should discontinue your use of our services.

Pyxai may also, in its sole discretion, notify you of substantial changes to the Agreement via email or other means. It is important to keep your contact information current and accurate to ensure that you receive such notifications.

Authorized Users that are approved to access or use certain services and features of the Platform (“Users”). Users are classified into categories:

• Users who are job candidates or job seekers – they access the Platform by taking assessments, managing their User Profile, and/or application data
• Users who are clients – they access organizational-level data and job candidate related information and data that is owned and managed by their organization. Client Users may be subcategorized based on different access levels with corresponding permissions.

Users may be required to create and register a user account (“Account”) on the Platform. When creating and registering an Account, users may be asked to enter or confirm certain personal and professional information, including, but not limited to, name, email address, and other information that may be found on the resume (separately referred to as “Profile Data”, but as a whole to be referred as “User Profile”). Some Profile Fields will be mandatory and some voluntary. You will also be required to provide a password for your Account.

If you allow a third party app or site such as Apple ID or Google to authenticate you or pre- populate your Profile Data during the Account registration process, then such third party app or site has its own terms and policies, and you may be granting others permission to use your Profile Data in ways we would not. We are not responsible for these other apps and sites.

Please note that any third party with whom you have shared the Profile Data of email and password may receive access to information regarding your Account. We are not responsible and deny any liability if your email is used improperly or falsely by a third party.

If you attempt to enter Profile Data (including an email address) that is false, incomplete, inaccurate, or dated, we reserve the right to cancel your registration and terminate your Account. This may affect your eligibility to be assessed by Pyxai in the future.

The usage of the Platform is intended for individuals who are at least 18 years old. Nevertheless, if the prevailing legal requirements stipulate that you must be older to enable Pyxai to offer the Platform’s features or services to you without parental consent, then the minimum age requirement corresponds to that higher age as mandated by law.

By creating and registering an Account, you hereby agree to:

• Use your real name and email address, no nicknames or aliases
• Supply factual, correct, up-to-date, and accurate information about yourself as a user as requested by the Platform’s registration form
• Create a robust and safeguarded password
• Assume responsibility for maintaining the confidentiality and appropriate use of your password
• Refrain from transferring or sharing your Site usage or access to any external party; and
• Not create multiple Accounts.

3.1 TERMS

3.2 DESCRIPTION OF SERVICES

3.3 PYXAI ASSESSMENTS

3.4 PYXAI JOB LISTINGS

When accessing, utilizing, and engaging on the Website or Platform, you understand the importance of and agree to:

• Use your own identity and personal data
• NOT use the Platform on someone else’s behalf
• Create only one Account for your identity and personal data
• Be truthful and represent yourself accurately
• Be truthful and represent yourself accurately
• Provide you own thoughts and ideas while answering a question on the Platform and/or the answers you provide
• Comply with the terms of this Agreement
• Comply with the intellectual property or other rights of Pyxai
• Honor the copyright, trademark, or other proprietary rights notices contained in or on the Website and Platform
• Use features or services of the Website or Platform for the original intended purpose
• Refrain from activity that interferes with or disrupts the Site (or the servers and networks which are connected to the Website or Platform)
• Avoid the distribution of viruses, worms, defects, Trojan horses, corrupted files, or any other harmful code or acts of a destructive or deceptive nature to the Website or Platform.

User will not, directly or indirectly:

• Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services;
• Modify, translate, or create derivative works based on the Services or any software (except to the extent expressly permitted by Pyxai or authorized within the Services);
• Use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

Further, User may not remove or export from the United States or allow the export or re-export of the Services, software or data related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the United States Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

User represents, covenants, and warrants that User will use the Services only in compliance with Pyxai’s standard published policies then in effect and all applicable laws and regulations. [User hereby agrees to indemnify and hold harmless Pyxai against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys ’fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from User’s use of Services.] Although Pyxai has no obligation to monitor User’s use of the Services, Pyxai may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

User shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like. User shall also be responsible for maintaining the security of their equipment, User account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of User account or the Equipment with or without User’s knowledge or consent.

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or other information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Pyxai includes non-public information regarding features, functionality and performance of the Service and Website. Proprietary Information of User includes non-public data provided by User to Pyxai to enable the provision of the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

Pyxai Inc. shall own and retain all right, title, and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with any additional Services or support, and (c) all intellectual property rights related to all of the foregoing.

Notwithstanding anything to the contrary, Pyxai shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning User data and data derived therefrom), and Pyxai will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Pyxai offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.] No rights or licenses are granted except as expressly set forth herein.