ACCEPTABLE USE POLICY

Introduction

Use of and access to RAI and/or the Services and your agreement to access or use any of the content made available to you by RedNevada Technology Limited (“RedNevada AI”, “we” or “us”) is subject to the following acceptable use policy (the “AUP”). Please read the terms and conditions of this AUP and the policies referenced herein carefully.

If you click the applicable checkbox or if you proceed to access RAI and/or the Services, you are deemed to have accepted this AUP in full. If you do not agree to the terms of this AUP, please do not click the applicable checkbox and do not access RAI and/or the Services.

If you have any questions or require any clarification on any aspect of this AUP, please contact support@rednevada.ai.

This policy was last updated 1st April 2024.

  1. DEFINITIONS

In this AUP, the following terms shall have the following meanings: 

  1. “Agreement” means: (i) the terms and conditions between RedNevada AI and the Customer which govern the Customer’s access to and use of the Services; (ii) if required, the DPA (as defined in the Agreement) which relates to the sharing and international transfer of personal data; and (ii) any other supporting contractual documents, which together, form one agreement.

  1. “Authorised User” or “you” means the employees or other individuals of the Customer who are authorised by RedNevada AI and the Customer to use RAI and the Services in accordance with the Agreement.

  1. “Authorised User Information” means the information provided by the Authorised User to RedNevada AI for the purposes of accessing RAI and the Services.

  1. “Customer” means the Customer of RedNevada AI that has entered into the Agreement.

  1. “RAI” means the proprietary RedNevada artificial intelligence (AI) model, through which the Services are provided to the Customer and its Authorised Users.

  1. “Effective Date” means the date on which you access RAI and/or the Services.

  1.  “Fees” means the fees payable for the supply of the Services, where applicable.

  1. “Force Majeure Event” means any event or occurrence not within RedNevada AI’s reasonable control, including, without limitation, acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, collapse of buildings, fire, explosion or accident, loss of electrical power, loss of telephone, internet or wide area network, as well as other similar infrastructure and/or material shortages.

  1. “Intellectual Property Rights” means: (i) patents, registered trademarks, registered designs, applications and rights to apply for any of those rights; (ii) unregistered trademarks, copyright, topography rights, database rights, moral rights, Know-How, rights in designs and inventions, discovery or process, and applications for and rights to apply for any of the foregoing; (iii) trade, business and company names, domain names and e-mail addresses; (iv) rights to prevent passing off or unfair competition and copyright (whether in drawings, plans, specifications, designs and computer software or otherwise); (v) the goodwill attaching to any of the aforementioned rights; and (vi) any forms of protection of a similar nature and having equivalent or similar effect to any of them; in all the above cases, throughout the world, including countries which currently exist or are recognised in the future.

  1. “Know-How” means formulae, methods, plans, inventions, discoveries, improvements, processes, performance methodologies, techniques, specifications, technical information, tests, results, reports, component lists, manuals and instructions.

  1. “Services” means the use of artificial intelligence models to streamline recruiting, including, without limitation, the automation of job descriptions, CV screening, candidate qualification, interview analysis and code reviews.

  1. “Virus” means any thing or device (including any software, code, file or programme) which may: (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); and (iii) adversely affect the user experience, including worms, trojan horses, viruses or other similar things or devices.

  1. “Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity or availability of software. The term “Vulnerabilities” shall be construed accordingly.

  1. PROVISION OF RAI AND THE SERVICES

  1. RAI and the Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, we do not provide and expressly disclaim warranties of any kind, whether express or implied, including but not limited to implied warranties or merchantability, fitness for a particular purpose or non-infringement. You acknowledge and accept that we do not warrant that RAI and the Services will be uninterrupted, timely, secure, error-free or free from Viruses or other malicious software, and no information or advice obtained by you from us or through RAI or the Services shall create any warranty not expressly stated in the Agreement. If you are dissatisfied with RAI and/or the Services, your sole and exclusive remedy is to discontinue the use of RAI and/or the Services.

  1. Where the RAI and/or the Services link to other websites and resources provided by third parties, these links are provided for information only. Such links should not be interpreted as approval by us of those linked websites and any information or content you may obtain from them. RedNevada AI has no control over the information and content of those websites or resources.

  1. You acknowledge and agree that, from time to time, we may need to carry out maintenance on RAI and/or the Services, and generally maintenance works relating to its equipment and systems. We shall use reasonable endeavours to ensure that, in doing so, reasonable notice is given to you, minimum disruption to RAI and/or the Services occurs and minimum disruption the access of the Services is caused. However, you acknowledge and agree that we cannot guarantee that RAI and/or the Services will be continuously available. For the avoidance of doubt, you shall in no circumstances be entitled to a discount or refund of any Fees in respect of the interruptions to the availability of RAI and/or the Services arising from such maintenance works.

  1. RedNevada AI reserves the right to suspend or restrict access to RAI and/or the Services if: (i) we reasonably believe or suspect that you are in breach of this AUP or the Agreement or (iii) we suspect or detect any Viruses, Vulnerabilities, malware, trojan horses, time bombs, or other similar harmful software connected to your account. We shall, in no circumstances, be liable to you or any third party for such suspension.

  1. INCORPORATION OF OPENAI’S TERMS OF USE AND MICROSOFT’S PII SOFTWARE

  1. You acknowledge that RedNevada AI is utilising OpenAI’s GPT model (the “AI Model”) and Microsoft’s PII detection module in the provision of its Services, which can be found at: https://platform.openai.com/docs/guides/gpt and https://learn.microsoft.com/en-gb/azure/ai-services/language-service/personally-identifiable-information/overview respectively.

  1. Pursuant to Clause 3.1, you agree to fully comply with OpenAI’s and Microsoft’s policies (the “Policies”) relating to the use of the AI Model and PII detection module, as updated from time to time and which can be found at: https://openai.com/policies and https://learn.microsoft.com/en-us/legal/cognitive-services/language-service/guidance-integration-responsible-use. You acknowledge that it is your sole responsibility for ensuring that your use of the AI Model and PII detection module as incorporated into RAI is in accordance with the Policies and that any violations or breaches of such Policies may result in suspension or termination of your access to RAI.

  1. Particular attention is drawn to the prohibition in the Policies of “Activity that has a high risk of economic harm, including automated determinations of eligibility for… employment”.

  1. USE OF RAI

  1. You acknowledge that RAI is intended to function as a decision support tool and should not be regarded as a sole or exclusive means of making hiring or recruitment decisions. All final decisions should not be delegated to RAI and should instead be taken by you. Any decisions made or based on the Services are the sole responsibility of you or the Customer. RedNevada AI will not be held liable for any losses or damages arising from the decisions taken from the Services.

  1. The Services are provided for informational purposes only. The information, suggestions, guidance and recommendations provided by RAI should not be interpreted as professional advice or as the sole basis for making any decisions, nor does use of the RAI substitute your need for compliance with any applicable laws and regulations. You acknowledge that it is your  own responsibility to ensure its use of RAI will comply with all relevant legal requirements.

  1. TERM

This AUP shall be effective from and including the Effective Date and shall continue for the duration of your access to RAI and/or the Services, unless terminated earlier in accordance with the Agreement.

  1. INTELLECTUAL PROPERTY RIGHTS

  1. Subject to the Customer’s payment of the Fees in full, where applicable, RedNevada AI grants to you a non-exclusive, personal, non-transferable, non-sublicensable licence to use RAI solely and exclusively for the purpose of accessing and using the Services for internal purposes only and in accordance with the provisions of this Agreement.

  1. You acknowledge that all Intellectual Property Rights in RAI and the Services (including the software, any maintenance releases and any rights connected to the development of new products associated with the Services) shall belong to RedNevada AI or its third party licensors.

  1. You shall not, and shall not allow, procure or induce any other Authorised User or third party to:

  1. reproduce, alter, adapt, modify, arrange, extract, reutilise, exploit, translate, recompile, decompile, disassemble, reverse engineer, distribute, co-mingle with any other data, or share any other form of, or create any derivative work from all or part of RAI and/or the Services;

  1. share, (re)distribute, sell, sublicence, rent, lease, lend, store or otherwise make available (including free of charge), by any means whatsoever, for any purposes (including in read-only, editable or downloadable formats) any part of RAI and/or the Services to any person or third party (including affiliates);

  1. use the Services, in particular the RAI or any part of them, for any development purposes or to develop any applications, software or other technology that could in any way interact or interfere with the performance of RAI and/or the Services or any portion thereof, or in general distort or interfere with the integrity or implementation of the Services;

  1. cache, store or use any portion of RAI, and generally access the Services, with a view to creating and/or marketing a product or service similar to the Services, which may compete with the Services, or which copies or reproduces any feature, function or graphic attributes of the Services;

  1. carry out and/or disclose the results of tests or performance tests of the Services without the prior written consent of RedNevada AI;

  1. do, or fail to do, anything which may damage or prevent damage to the reputation of RedNevada AI or the Services, or any part thereof;

  1. access the Services through any medium or equipment which RedNevada AI has not authorised in writing, or seek to obtain such unauthorised access;

  1. introduce or attempt to introduce any Viruses or Vulnerabilities into RAI and/or the Services;

  1. use the Services or any part thereof, or the RAI, to record or transmit malicious code and/or unlawful, defamatory or otherwise unlawful materials, or generally use the Services for any illegal purpose or in any manner inconsistent with the terms of this AUP; or

  1. share, move, modify, interface, copy, broadcast, reproduce, port or otherwise route the Services or any portion thereof with or to any other equipment, network or software without RedNevada AI’s prior written consent.

  1. AUTHORISED USER INFORMATION

  1. You agree to provide accurate, current and complete Authorised User Information required to register with RAI and at other points as may be required in the course of using the Services. You further agree to maintain and update your Authorised User Information as required to keep it accurate, current and complete. We may terminate your rights to any or all of the Services if any information you provide is false, inaccurate or incomplete.

  1. You agree that if you provide Authorised User Information URLs for analysis to inform tailoring of the Services within RAI those URLs will be accessible for that purpose (and will not employ for example, a registration or login requirement, captchas, IP filtering, robots.txt or any other strategy or requirement that may inhibit automated access or analysis of those URLs).

  1. If you are provided with a password, a user identification code or any other piece of information as part of our security procedures, you must treat such information as confidential and not disclose it to any third party.

  1. If you know or suspect that anyone other than you know your user identification code or password, you must promptly notify us at support@rednevada.ai.

  1. LIABILITY

  1. Nothing in this AUP shall limit or exclude the liability of either party, as applicable, for:

  1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

  1. fraud or fraudulent misrepresentation; and

  1. any matter in respect of which it would be unlawful to exclude or restrict liability.

  1. For the avoidance of doubt, we shall have no liability to you, in each case whether direct, indirect, foreseeable or consequential, for any:

  1. loss of revenue;

  1. loss of goodwill, loss of reputation or loss of opportunity;

  1. loss of anticipated savings or loss of margin;

  1. loss of bargain;

  1. liability of you to third parties;

  1. loss of use or value of any data or software;

  1. wasted management, operational or other time;

  1. loss or damage (as the case may be) caused by the use of RAI and/or the Services or by delays or interruptions of the Services for whatever cause;

  1. liability, contingent or otherwise, for any damage, whether caused by negligence of RedNevada AI or any of its employees, agents, sub-contractors or otherwise, arising in connection with the Services provided under this Agreement or the use of RAI where appropriate;

  1. costs relating to the acquisition or subscription to a third party substitute service or solution which is suffered by you; or

  1. any actions from any third party, even if we have been notified of any of the above mentioned damages.

  1. Subject to Clause 8.1, RedNevada AI shall have no liability to you whatsoever under the Agreement or this AUP for any types of causes and/or damages.

  1. FORCE MAJEURE

RedNevada AI shall not be in breach of this AUP nor liable for delay in performing, or failure to perform, any of its obligations under this AUP, if such delay or failure results from a Force Majeure Event. In such circumstances, RedNevada AI shall be entitled to a reasonable extension of time for performing such obligations.

  1. SUB-CONTRACTING

For the avoidance of doubt, RedNevada AI may subcontract its obligations hereunder, without prior formality, provided that the appointment of any sub-contractor shall not relieve RedNevada AI from any obligation or liability under this Agreement.

  1. INDEPENDENT CONTRACTORS

Each party agrees that it is an independent contractor. Nothing in this Agreement and no action taken by the parties in connection with it will create a partnership, a joint venture, a relationship of employer and employee between the parties, give either party the authority to act as the agent of or in the name of or on behalf of the other party, or to bind the other party or to hold itself out as being entitled to do so.

  1. ASSIGNMENT

  1. Each party will only be entitled to assign or transfer this Agreement or its rights and obligations under this Agreement or deal in any other manner with any of its rights under this Agreement if it has obtained the prior written consent of the other party to do so. Any attempted assignment or transfer in violation of this Clause 12.1 will be null and void.

  1. Notwithstanding Clause 12.1, RedNevada AI may assign this Agreement to a related entity or any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganisation, or otherwise, subject to written notice given to Customer, at which point, RedNevada AI will be released from its obligations under the Agreement. Under no circumstances shall RedNevada AI be held jointly and severally liable for the performance of the Agreement by the assignee.

  1. NO WAIVER

A delay in exercising or failure to exercise a right or remedy under or in connection with this Agreement will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy.

  1. SEVERABILITY

If any provision of this Agreement is or becomes unenforceable, it shall be deemed deleted, but that shall not affect the enforceability of the rest of this Agreement.

  1. RIGHTS OF THIRD PARTIES

Except as expressly provided in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

  1. GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be exclusively governed by, and construed in accordance with English law, without regard to conflicts of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

  1. JURISDICTION

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or their subject matter or formation.