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Speak (E.H.A.) Ltd. ("Speaknow", "us", "our", or "we"), a company incorporated in the State of Israel with Company No. 515651073, is the creator and owner of computerized automated test that analyzes natural spoken English ("Assessment"). Our customers ("Customers") can invite individuals ("Test Takers") to participate in an Assessment via a link. These Terms of Service ("Terms") govern your participation in Assessments as a Test Taker. Our Test Taker Privacy Notice, available at ("Privacy Notice") describes how we collect, process and transfer any Personal Data (as such term is defined in the Privacy Notice) of Test Takers. "You" means an individual participating in an Assessment as a Test Taker.
Please read these Terms carefully. By clicking on the button marked "I agree" you signify your assent to these Terms. Changes may be made to these Terms from time to time. If you do not agree to any of these Terms, please do not click the button marked "I agree" and do not participate in any Assessment.
1.1. Subject to these Terms, Speaknow allows you to access and participate in an Assessment when you have received a link from a Customer that was addressed to you. Speaknow may, at its sole discretion and at any time, modify or discontinue providing the Assessments or any part thereof without notice and shall not be liable to you or any third party for any modification or discontinuance of the Assessments. Note that the results of the Assessment will be shared with the applicable Customer and the Customer may make decisions about your candidacy or application based on the results of the Assessment, all at the discretion of the Customer.
1.2. Participation in Assessments is void where prohibited by law. You represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you are 18 years of age or older, or else have your parent's or guardian's permission to enter these Terms, and have the ability to form a binding contract; (c) your participation in Assessments does not violate any applicable law, regulation, or obligation you may have to a third party; and (d) you shall comply with applicable laws, regulations, guidelines, and these Terms when participating in Assessments.
1.3. In order to participate in an Assessment, you will need to provide certain information as requested.
1.4. Speaknow may refuse to allow a Test Taker to participate in an Assessment at its sole discretion. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior in connection with Assessments. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior or Content of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with Assessments.
2.1. Certain types of content may be made available by Speaknow in connection with Assessments. "Content" as used in these Terms means, collectively, all content on or made available in connection with Assessments, including any images, photos, pictures, questions, information, and any modifications or derivatives of the foregoing. As part of an Assessment, Speaknow allows you to upload certain Content including but not limited to video or voice recordings and any other information you may provide, including during an Assessment, referred to herein as "User Content".
2.2. SPEAKNOW DOES NOT ENDORSE ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY USER CONTENT) OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED IN ANY CONTENT AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE CONTENT AND/OR USER CONTENT. SPEAKNOW DISCLAIMS ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF ANY AND ALL USERS (INCLUDING CUSTOMERS AND UNAUTHORIZED USERS) THAT ARE NOT DUE TO SPEAKNOW'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE ASSESSMENTS OR OTHERWISE.
3.1. Speaknow has no obligation to accept, display, transmit, or maintain any User Content. Moreover, Speaknow reserves the right to remove and permanently delete any User Content uploaded by you, without notice and for any reason. You are and shall remain at all times fully and solely responsible for any User Content that you upload. You represent and warrant that any User Content that you upload (i) complies with applicable law; (ii) does not infringe or violate any third-party intellectual property rights, privacy or publicity rights, or moral rights; and (iii) that you have all necessary rights and authorities to submit such User Content.
3.2. You further represent and warrant that any User Content you upload that includes a video or voice recording will be an original recording, reflecting your voice and not that of another individual.
3.3. Without limiting the foregoing, you agree that you will not transmit, submit or upload any User Content or act in any way that: (1) restricts or inhibits use of the Assessments, including by Customers; (2) violates the legal rights of others, including defaming, abuse, stalking or threatening users; (3) infringes (or results in the infringement of) the intellectual property rights, moral rights, publicity, privacy, or other rights of any third party; (4) is (or you reasonably believe or should reasonably believe to be) stolen, illegal, counterfeit, fraudulent, pirated, violent or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (5) does not comply with all applicable laws, rules and regulations; (6) imposes an unreasonably or disproportionately large load on our infrastructure; or (7) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (a) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (b) material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening, (c) pornography or obscene material, (d) any virus, worm, trojan horse, or other harmful or disruptive component, or (e) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.
3.4. Speaknow may, at its sole discretion, choose to monitor User Content for inappropriate or illegal behavior, including through automatic means, provided however, that Speaknow reserves the right to treat User Content as content stored at the direction of users for which Speaknow will not exercise editorial control except when violations are directly brought to Speaknow's attention.
3.5. Content comes from a variety of sources. You understand that Speaknow is not responsible for the accuracy, usefulness, safety, appropriateness of, or infringement of any intellectual property rights of or relating to this Content (including but not limited to the User Content). Although Test Takers must agree to these Terms, it is possible that other users (including Customers or unauthorized users) may transmit offensive or obscene materials and that you may be involuntarily exposed to such offensive or obscene materials. You hereby waive any legal or equitable rights or remedies you have or may have against us with respect thereto. It is also possible for others to obtain Personal Data about you due to your participation in Assessments, including through any User Content that you make available. For example, if you upload a video recording as part of an Assessment, the relevant Customer may receive any Personal Data that you mention or describe as part of such video recording. Anyone receiving or viewing User Content may use information you provided through such User Content (such as your contact details or location details) for purposes other than what you intended. We are not responsible for the use of any Personal Data that you disclose by any third party. By making any information available, you acknowledge that you understand and have agreed to such risks.
You may not do or attempt to do or facilitate a third party in doing any of the following: (1) decipher, decompile, disassemble, or reverse-engineer any of the software and/or code, if and as applicable, used to provide the Assessments without our prior written authorization, including framing or mirroring any part of the Assessments; (2) circumvent, disable, or otherwise interfere with security-related features of the Assessments or features that prevent or restrict use or copying of any Content; (3) use the Assessments or Content thereon in connection with any commercial endeavors in any manner, except for the purposes specifically set forth in these Terms; (4) use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Assessments; or (5) use the Assessments or Content in any manner not permitted by these Terms.
5.1. Speaknow or its licensors, as the case may be, have all right, title and interest in the Assessments and any Content thereon, including its overall appearance, text, graphics, graphics design, videos, demos, interfaces, and underlying source files, and all worldwide intellectual property rights, the trademarks, service marks, and logos contained therein, whether registered or unregistered. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the Content, including any User Content for any purpose. You will not remove, alter or conceal any copyright, trademark, service mark, or other proprietary rights notices incorporated in the Assessments, if any. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms should be construed as granting you any right to use any trademark, service mark, logo, or trade name of Speaknow or any third party. If you provide Speaknow with any feedback regarding any Content and/or Assessments, Speaknow may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.
5.2. You have all right, title and interest in the User Content you submit. By submitting or posting any User Content, you (i) grant Speaknow and its successors and assignees a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, publicly display, alter, and/or decompile such User Content on, through or in connection with the Assessments in connection with Assessments and on an anonymized basis for improvement of Assessments and the services we provide to our Customers.
6.1. All information and Content provided in connection with Assessments is for informational purposes only and Speaknow provides no guarantees with respect thereto. Your participation in Assessments is at your sole discretion and risk. The Assessments and Content are provided on an AS IS and AS AVAILABLE basis without warranties of any kind.
6.2. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE ASSESSMENTS OR ANY CONTENT PROVIDED IN CONNECTION THEREWITH, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE ASSESSMENTS; OR (II) THAT THE ASSESSMENTS WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED IN CONNECTION WITH ASSESSMENTS.
6.3. No advice or information, whether oral or written, obtained by you from us, shall create any warranty that is not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
6.4. You acknowledge and agree that Speaknow is not a data retention service. You therefore must create backups of your data and Speaknow shall have no responsibility or liability in respect of any loss of, damage to, or corruption of any such data.
7.1. In addition to the foregoing, we assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Content. We are not responsible for any problems or technical malfunction or failure of any telephone network or lines, computer online systems or equipment, servers or providers, software, failure due to technical problems or traffic congestion on the Internet. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death and any injury or damage to any person's mobile device or computer, resulting from participation in Assessments, from any Content, or from the conduct of any other Test Takers or Customers, whether online or offline. In addition, we assume no responsibility for any incorrect data, including Personal Data provided by you or on your behalf and you hereby represent and warrant that you are solely responsible for any and all data provided to Speaknow, including any incorrect data and you shall assume any and all liability for any consequences of provision of such incorrect data to us.
7.2. IN NO EVENT SHALL SPEAKNOW, ITS OFFICERS, DIRECTORS, EMPLOYEES, ASSIGNEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN ASSESSMENTS, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED AS PART OF IN CONNECTION THEREWITH, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SPEAKNOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU EXCEED THE AMOUNT YOU HAVE PAID US IN THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION AROSE, IF APPLICABLE. IF YOU HAVE NOT MADE ANY PAYMENTS TO SPEAKNOW, THEN SPEAKNOW SHALL NOT HAVE ANY LIABILITY TOWARD YOU.
You agree to indemnify, defend, and hold harmless Speaknow and its employees, directors, officers, subcontractors and agents, against any and all claims, damages, or costs, losses, liabilities or expenses (including reasonable court costs and attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer and/or mobile device, password (whether authorized or unauthorized); (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) Assessments; (c) your violation of any law or regulation or any of your obligations, representations, or warranties hereunder including but not limited to breach of any privacy and/or data protection laws and regulations to which you are subject; (d) your infringement of any right of any third party; and (e) any other matter for which you are responsible hereunder or under applicable law.
These Terms shall be governed solely by the laws of the State of Israel, and without regard to the United Nations Convention on the International Sales of Goods and the competent courts in the State of Israel shall have exclusive jurisdiction to hear any disputes arising hereunder. In any action to enforce these Terms, the prevailing party will be entitled to costs and attorneys’ fees. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between you and Speaknow or enables you to act on behalf of Speaknow. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between us and you pertaining to the subject matter hereof, and any and all other agreements existing between us and you relating thereto are hereby canceled. We may assign and/or transfer our rights and obligations hereunder to any third party without prior notice. You shall not assign and/or transfer any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If we are required to provide notice to you hereunder, we may provide such notice to the contact details you provided.