Terms of Use

Overview

This is an agreement between Naspro Technology, Inc. (Naspro, We, Us, Our) and the User (User, You or Your), setting out the general Terms of Your use (Terms) of the Naspro website and platform (Platform), and any of Our products or services (collectively, Product). For the avoidance of doubt, Product excludes any third-party services (defined below). Where other terms for services have been agreed with Us, those terms shall take precedence over these Terms where they conflict.

Contact Information

Naspro Technology, Inc. Email: support@naspro.com Website: www.naspro.com

Acceptance of these Terms

By accessing or using the Platform or Product, You acknowledge that You have read, understood, and agree to be bound by these Terms. If You do not agree to abide by the Terms, You are not authorized to use or access the Platform and any of the Product. Should You have been invited to the Platform by one of Our clients, and wish to terminate Your account at any time, including due to a disagreement with any updates to these Terms, please reach out to the client. These Terms shall otherwise remain in effect until such client's subscription for You terminates, or Your access to the Platform has been terminated by the client or Us. If You access or use the Platform from a jurisdiction where English is not commonly used, it is Your responsibility to ensure You understand the content of these Terms. In the event of any dispute or ambiguity, the English version shall prevail.

Accounts and membership

By using the Platform and Our Product, You warrant and represent that You are at least 18 years of age, that You have full authority to enter into these Terms, and perform Your obligations. In turn, We warrant and represent that We have full authority to perform the services under these Terms. If You create an account on the Platform, You are responsible for maintaining the security of Your account and You are fully responsible for all activities that occur under the account. Providing false contact information of any kind may result in the termination of Your account. You must immediately notify Us of any unauthorized uses of Your account or any other breaches of security. We may suspend, disable, or delete Your account if We determine that You have violated any provision of these Terms, any other terms You have agreed to, or that Your conduct or content would damage Our reputation and goodwill.

Roles, access and permissions

If You are creating an account on behalf of a company, You must designate an owner with full administrative control (the Owner). The Owner may create and assign roles and designate one or more administrators to help manage Your account. You are responsible for assigning appropriate access and permissions to each role and for regularly reviewing each administrator's access and their permissions to ensure compliance with these Terms. You are responsible for disabling administrator access if an administrator leaves Your company.

User content

• Your content is not owned by Us;
• You are responsible for its accuracy, legality, and ownership;
• If You submit Your personal data or that of other individuals, We do not own it. We will only process it as described in Our Privacy Policy;
• You may create, generate, upload, and share content within the Platform; and
• If You are a client, You may download Your content at any time during Your subscription term.

Usage restrictions

In connection with Your use of the Platform, Product and any Naspro content, You will not, and will not permit any third party to:

• Do anything or upload any content that infringes or violates Our intellectual property, or the intellectual property rights of a third party;
• Create one or more accounts for other commercial or illegitimate purposes;
• Reverse engineer, copy, modify, data scrape, automate, re-sell, share, or create derivative works of the Platform, Product or any Naspro content in any way;
• Do anything unlawful, illegal, fraudulent, harmful, threatening, defamatory, discriminatory, or offensive;
• Use the Platform in any manner that would subject Naspro to laws that would otherwise not apply to Naspro;
• Submit false or misleading information;
• Provide legal, tax, or financial advice through the Platform;
• Fully automate decision making that adversely impacts an individual's legal rights without appropriate human oversight; and
• Access or use the Platform to build, develop or assist in creating a competing product or service.

Prohibited Uses

You will not, directly or indirectly, use the Platform or any Naspro services for any unlawful, improper, or unethical purpose, including without limitation:

• Money laundering, fraud, or violations of applicable sanctions and export controls;
• Bribery, corruption, harassment, discrimination, or abusive behavior;
• Spamming, phishing, or unauthorized communications;
• Cybersecurity violations, including unauthorized access, malware distribution, or denial-of-service attacks;
• Facilitating transactions involving illegal or prohibited goods or services;
• Tax evasion or impersonation of any individual, organization, or entity.

Compliance

You agree that Your use of the Platform will comply with all applicable laws.

Our intellectual property rights

We retain all rights, title, and interest, including all intellectual property rights, in and to the Platform, Product, Naspro content, and all related technology and materials. These Terms do not grant You any ownership rights in the Platform, Product, or Naspro content. You acknowledge and agree that any suggestions, ideas, feedback, or recommendations You provide regarding the Platform (Customer Feedback) will be Our exclusive property. We may use, modify, implement, and commercialize such Customer Feedback for any purpose without obligation or attribution.

Billing and payments

You shall pay all fees or charges to Your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. If auto-renewal is enabled for the Product You have requested, You will be charged automatically in accordance with the terms You agreed to. We reserve the right to change Our Product and Product pricing at any time. We will notify You of material pricing changes by email or through the Platform.

Third-Party Services

The Platform may provide links, integrations, or application programming interfaces (APIs) that connect to third-party websites, tools, or platforms (Third-Party Services). We do not control, endorse, or assume liability for any Third-Party Services unless expressly stated in writing. Your interaction or agreement with a Third-Party Service is solely between You and the Third-Party Service. It is Your responsibility to review and agree to the terms and conditions of any Third-Party Service before engaging with them.

Disclaimer of warranty

YOU USE OUR PLATFORM, PRODUCT AND CONTENT AT YOUR OWN RISK. THEY ARE PROVIDED 'AS IS' AND 'AS AVAILABLE', WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. We do not offer legal, tax, or accounting advice, and are not permitted to engage in the practice of law. Our information is not a substitute for attorney or professional advice. We strive for accuracy, but the information and content We provide are not guaranteed to be correct, complete, timely or up-to-date. You are solely responsible for Your use of the information or content We provide via the Platform and Product, including outputs from AI Services.

Indemnity

You and any of Your affiliates will indemnify, defend, and hold harmless Us and Our employees, agents, directors, officers, and representatives against any third party claims, including all losses, damages, liabilities, costs, and reasonable legal fees to the extent they are due to a breach or violation of these Terms of Use.

Limitation of liability

To the fullest extent permitted by applicable law, in no event will We, Our affiliates, officers, directors, employees, agents, suppliers or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages however caused, under any theory of liability. To the extent permitted by law, Our aggregate liability for Your use of the Platform is limited to the Service Fees actually paid by You to Us for the Service being used, for the one month period prior to the first event or occurrence giving rise to such liability.

Platform availability

We shall use commercially reasonable efforts to make the Platform available, except for scheduled downtime and circumstances set forth in these Terms. We warrant that the Platform shall have an uptime of not less than 99.5% per month. You may bring forth any claim of excessive downtime by submitting the details of such downtime for Our reference.

AI Services

You acknowledge that Our Product may contain features that utilize artificial intelligence and machine learning (AI Services) to generate outputs (Outputs) based on the content, prompts, and other inputs You submit (Inputs). You, and not Naspro, are solely responsible for all Input that You make available through or to the AI Services. You are responsible for reviewing all Outputs and exercising Your judgment and/or consulting a professional as to their suitability. Outputs are provided 'AS IS' and with 'ALL FAULTS.' Naspro makes no representations or warranties with respect to any Inputs or Outputs, including any warranties of accuracy, completeness, truthfulness, timeliness, or suitability.

Recruitment and candidate users

If You are a candidate using Naspro Recruit, You acknowledge that job listings may be submitted by third-party employers. We do not guarantee, endorse, or verify the accuracy, completeness, or real-time availability of any role or the reliability of any employer. The hiring and application process for any role listed on Naspro is managed directly by the respective employer. We are not responsible for, nor do We have any control over, the selection process, interviews, or any decisions made by employers. If You choose to apply to a role, Your personal data will be processed in accordance with the employer's privacy policy and shared with the employer.

Governing Law

The formation, interpretation, and performance of these Terms and any disputes arising out of it shall be governed by the laws of England and Wales.

Dispute Resolution

The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be subject to arbitration or mediation in England and Wales, and You shall submit to the arbitration rules of such jurisdiction.

Changes and amendments

We reserve the right to modify these Terms and any policies relating to the Platform at any time. Continued use of the Platform after any such changes shall constitute Your consent to such changes.

Your privacy and personal data processing

We respect privacy and strive to protect Your personal data. We process personal data in compliance with applicable data protection laws, including Regulation (EU) 2016/679 (GDPR) where applicable. More information on how We process personal data is available in Our Privacy Policy.