Pyxai Terms of Use Agreement

Last Updated. 9/01/2023 | Pyxai Inc.

Welcome to Pyxai!

Please read these Terms of Use ("Agreement") carefully before using the Pyxai website (www.pyxai.com) (“Website”) and the Pyxai app (app.pyxai.com) ("the Service”, “the Platform”) operated by Pyxai Inc. (“us", "we", or "our"). This Agreement sets forth the legally binding terms and conditions for your use of the Service.

Definitions

  • Pyxai: Operating name of Pyxai Inc.’s applications and deployed by or for Customer, including but not limited to any software, applications, website, webpages, among other services.
  • Customer: An entity seeking products and/or services to aid in its human capital recruitment and acquisition efforts of certain job requisitions, that has enlisted the help of Pyxai.
  • Engagement/Engage: One or multiple text messages (SMS or MMS) and/or email sent to Pyxai’s application developed by Pyxai and deployed by or for the Customer. Sending one or multiple text messages (SMS or MMS) and/or email one-way or back and forth, counts as one engagement, as long as it is with the same phone number/email.
  • Qualification/Qualified: Best effort screening from Pyxai based on:
    1. Applicant’s indicated interest in applying for a job with the Customer; and
    2. Requirements as communicated to Pyxai by Customer in writing.
  • Applicants: Individuals that may be interested in applying for a job available with or through the Customer.

1. CHANGES TO THE 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.

2. AUTHORIZED USERS

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.

2.1 AGE RESTRICTION

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.

2.2 REGISTERING A USER ACCOUNT

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. PYXAI SERVICES

3.1 TERMS

Subject to the terms of this Agreement, Pyxai will use reasonable efforts to provide Users with Services in accordance with the Service Level Terms attached hereto as Exhibit A.

3.2 DESCRIPTION OF SERVICES

Adoption of automation, digitalization, and AI in society, have made technical skills highly coveted and in-demand, but these are just a portion of the skills needed in organizations. Over 50% of the skills needed are uniquely human skills. These are the skills machines can’t develop - some call these skills “soft skills”, “power skills”, “intangible”, or “essential” skills. Soft skills, like creative problem solving, communication, or adaptability, are increasingly in demand at schools, in the workforce, and in most organizations across all industries.

Pyxai is a market leader in soft skill evaluation. Our AI-powered, assessment platform collects data from Users on their soft skill competencies that cannot be properly conveyed on an application. By utilizing science, data, artificial intelligence, diversity in mindset, and goodwill, we shed light on these obscure, but very important skills to help address the talent challenges many organizations are currently facing.

The Platform also may present questions or assessments on other subjects like technical skills or qualifications.

3.3 PYXAI ASSESSMENTS

After a User create an Account, they will be able to access the Platform to submit an assessment via video.

To create our assessments, we use a unique methodology that combines aspects of Situational and Behavioral Interviews to extract competency on a particular skill. Users have the ability to answer via video or via text. We encourage the use of video submission to provide third party employers or recruiters maximum data to better inform their process.

Prior to beginning an assessment, you will be asked to test your device and internet connection to ensure proper connectivity.

If you are a member of a protected class and require additional accommodations to take an assessment, you will be given the opportunity to submit a request during the welcome prompts (beginning) of the assessment. The information you share with us will not be shared with any recruiters, employers, or other third parties.

The Users taking an assessment further accept and agree to:

  • Providing factual, complete, accurate, and up-to-date Profile Data about yourself as prompted by the Platform
  • Taking the assessment seriously and attentively
  • Create a robust and safeguarded password
  • Being recorded, both audio and video
  • Carefully read the instructions before starting the assessment
  • Take the assessment only once for a particular role or job, either through your own Account or through another or additional Account
  • Fully complete the assessment and not stop it midway through, or purposely end it prematurely
  • Maintain and keep the Profile Data and assessment output for a period of a least 12 months after completing an assessment.

3.4 PYXAI JOB LISTINGS

In the Platform, there is a Jobs section for employers and job seekers. In this section, we may make available or suggest certain job listings from third party employers. While interfacing this section, you understand and accept that:

  • Job Listings are created and provided by employers or recruiters over whom Pyxai exercises no control
  • Pyxai cannot confirm the accuracy or completeness of any job listing or other information submitted by any employer or recruiter, including the identity of such employer
  • Pyxai does not have any obligation to screen any job listing, or to include any job listing in its results or other listings, and may exclude or remove any job listing from the Platform or Website for any or no reason
  • Pyxai assumes no responsibility, and disclaims all liability, for the content, accuracy, completeness, legality, reliability, or availability of any job listing.

Also, when you demonstrate interest in a specific job listing by clicking on the corresponding button, you may leave Pyxai’s Platform and be redirected to another website on the Internet which is owned and/or operated by third parties.

Pyxai does not represent nor control the quality, content, reliability, or security of such external sites. You understand that Pyxai is not liable or responsible for any information or data that you provide to these external sites, and disclaim all liability from anything that may occur when you access and use such external sites.

4. PYXAI PLATFORM AND WEBSITE RULES

4.1 AGREEMENT

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.

4.2 RESTRICTIONS AND RESPONSIBILITIES

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.

4.3 EXPORTING DATA

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.

4.4 COMPLIANCE

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.

4.5 PROPER EQUIPMENT

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.

5. CONFIDENTIALITY; PROPRIETARY RIGHTS

5.1. PROPRIETARY INFORMATION

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.

5.2 OWNERSHIP OF PYXAI

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.

5.3 DATA COLLECTION

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.

6. TERMINATION

This Agreement is active upon accessing the Website or Platform. By creating a User Account, User agrees to be bound by this Agreement. This remains true as long as User accesses or uses the Website or Platform, and/or has a User Account.

In addition to any other remedies it may have, either party may also terminate this Agreement, if the other party materially breaches any of the terms or conditions of this Agreement. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7. WARRANTY AND DISCLAIMER

Pyxai shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Pyxai or by third-party providers, or because of other causes beyond Pyxai’s reasonable control, but Pyxai shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, PYXAI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND PYXAI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT.

8. INDEMNITY

Pyxai shall hold User harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Pyxai is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Pyxai will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Pyxai, (ii) made in whole or in part in accordance with User specifications, (iii) that are modified after delivery by Pyxai, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where User continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where User’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Pyxai to be infringing, Pyxai may, at its option and expense (a) replace or modify the Service to be non- infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for User a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and User’s rights hereunder and provide User a refund of any prepaid, unused fees for the Service.

9. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, PYXAI AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND PYXAI’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY User TO PYXAI FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT PYXAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with Pyxai’s prior written consent. Pyxai may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Pyxai in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys ’fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Massachusetts without regard to its conflict of laws provisions.

EXHIBITS

EXHIBIT A

Service Level Terms

The Services shall be available at all times barring unforeseen events, measured monthly, including holidays and weekends and excluding scheduled maintenance. Any downtime resulting from outages of third-party connections or utilities or other reasons beyond Pyxai’s control will be excluded from such calculation. User's sole and exclusive remedy, and Pyxai's entire liability, in connection with Service availability shall be that for each period of downtimelasting longer than one hour. Pyxai’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Pyxai to provide adequate service levels under this Agreement.

EXHIBIT B

Support Terms

Pyxai will provide Technical Support to User via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Eastern Time, with the exclusion of Federal Holidays (“Support Hours”).

User may initiate a helpdesk ticket during Support Hours by calling (804) 494-6980 or any time by using the contact us link.

Pyxai will use reasonable efforts to respond to all Helpdesk tickets within one (1) business day.